1.
INTERPRETATION
1.1
The following
definitions and rules of interpretation in this
clause 1 apply in this
Agreement (unless the context requires
otherwise).
In
these Terms and Conditions, the
following words will have the meanings given to
them below:
“Advance
Payment” means the advance
fee payable by the Client to the Agent in
respect of the Booking;
“Agent’s
Services” means the services
to be supplied by the Company in relation to a
Booking
and will include arranging the
Talent.
“Agent”
means Bring Your Talent
Private Limited owned by
Kaleidoscope.
“Agreement”
means the contract between
the Company and the Client for the provision of
the Services incorporating
these Terms and Conditions and the Booking Form;
“Booking”
means the use of the Talent for
a Shoot, Show or any professional service by the
Client on a permanent or
short-term basis as specified in the Booking
Form including but not limited to
singers, actors, painters, sculptures, dancers,
videographers.;
“Booking
Form” means a booking document,
quotation or other similar object describing the
Services;
“Client”
means any entity that
purchases Services from the Agent by signing a
Booking Form;
“Confidential
Information”
information
in whatever form (including without
limitation, in written, oral, visual or
electronic form or on any magnetic or
optical disk or memory and wherever located)
relating to the business,
customers, products, affairs and finances of the
Client or any talents for the
time being confidential to the Client or any
talents and trade secrets
including, without limitation, technical data
and know-how relating to the
business of the Client or any talents or any of
its or their suppliers,
customers, agents, distributors, shareholders,
management or business contacts,
including in particular (by way of illustration
only and without limitation)
business models, details of business
relationships or information the Speakers
receive or obtain in connection with the
Services from the Client or talents,
whether or not such information (if in anything
other than oral form) is marked
confidential.
“Expenses”
the agreed
expenses incurred by the Company in the
provision of the Services, including
travel, accommodation and subsidiaries as set
out in Schedule 1 of the
agreement.
“Fee”
the
Fee payable for the Services shall be as per
internal discussions
between the parties, which are subjected to
change without prior notice.
“Intellectual
Property Rights”
patents, copyright and neighbouring and related
rights,
moral rights, trademarks and service marks,
business names and domain names,
rights in get-up and trade dress, goodwill and
the right to sue for passing off
or unfair competition, rights in designs, rights
in computer software, database
rights, rights to use, and protect the
confidentiality of, confidential
information (including know-how, trade secrets,
Material and training methods,
business models and details of business
relationships) and all other
intellectual property rights, in each case
whether registered or unregistered
and including all applications and rights to
apply for and be granted, renewals
or extensions of, and rights to claim priority
from, such rights and all
similar or equivalent rights or forms of
protection which subsist or will
subsist now or in the future in any part of the
world.
“Material”
all documents,
papers, drawings, designs, photos, videos,
graphics, logos, software, and all
other materials in whatever form, including but
not limited to hard copy and
electronic form, prepared by the Company and/or
Speaker for the provision of
the Services.
“Service
Date”
the date or dates on which the Services will be
provided as set out in
Schedule 1 of the Agreement.
“Services”
the
services and
any related services the Company will be
providing for the Client as detailed
in Schedule 1 of this Agreement.
“Speaker”
the
Speaker or
Speakers assigned to undertake the Services on
behalf of the Company.
“Start
Time” means the time at which
the Talent will commence the provision of the
Services;
“Talent”
means an artiste registered
with the Agency and booked by the Client;
“Terms
and Conditions” means the terms
and conditions as set out in this document and
any subsequent terms and
conditions provided in writing by the Agent.
1.2
The headings in
this agreement are inserted for convenience only
and shall not affect its
construction.
1.3
A reference to a
particular law is a reference to it as it is in
force for the time being taking
account of any amendment, extension, or
re-enactment and includes any
subordinate legislation for the time being in
force made under it.
1.4
Unless the
context otherwise requires, a reference to one
gender shall include a reference
to the other genders.
1.5
Unless the
context otherwise requires, words in the
singular shall include the plural and,
in the plural, shall include the singular.
1.6
The Schedules
form part of this agreement and shall have
effect as if set out in full in the
body of this agreement. Any reference to this
agreement includes the Schedules.
2.
TERMS OF
AGREEMENT
2.1
These Terms and Conditions will
apply to the supply of Services by the Client
and/or the Talent to the Client
as arranged by the Agent and will supersede any
other documentation or
communication between Parties.
2.2
Any variation to these Terms and
Conditions or a Booking Form must be agreed in
writing by the Agent.
2.3
These Terms and Conditions will be
attached to the Booking Form and are accepted by
the Client for each Booking.
2.4
Nothing in these Terms and
Conditions will prejudice any condition or
warranty, express or implied, or any
legal remedy to which the Agent may be entitled
in relation to the Services, by
virtue of any statute, law or regulation.
2.5
The Agent is acting as an agency
and therefore cannot be held responsible for any
non-fulfilment or breach of
obligations between the Client and the Talent.
2.6
These
Terms shall apply to all
Bookings made by any Client with or through the
Agency and to all Services to
be provided by any Talent as part of or in
relation to any such Booking.
2.7
These Terms, together with the
Confirmation Form relating to a Booking and any
written agreement approved by
the Agency and signed and entered into between
any Talent and the Client in
relation to a Booking shall together comprise
the agreement (the Agreement)
between the Client, that Talent and the Agency
in relation to that Booking and
shall apply to the exclusion of any and all
other agreements, terms and
conditions, offers, acceptances, quotations,
purchase orders or specifications
of any kind (including any standard terms of
business of the Client) and any course
of dealing established between any Talent or the
Agency and the Client.
OVERVIEW:
Agency
rules will apply to each
confirmed booking with Bring Your Talent Private
Limited (hereinafter referred
to as “Agency”).
2.2
When a talent chooses
to join our talent pool, he has to undergo
either one of the following
agreements.
2.2.a
Exclusive
Agreement
The
talents enrolled
with this agreement will be signing a certain
contract with the Agency stating
that the talent will accept the agency as the
Manager/Agent and will obey all
the Terms and Conditions provided in the
contract and will not work with other
agencies and direct clients without consulting
Bring Your Talent. In this
category, the agency is responsible for finding
works for the Talent and
providing the best comfort and reliable works
for the talents. Exclusive
Agreement will have a certain fixed percentage
as the commission of the Agency
which will not affect the Talent’s payment. All
the exclusive talents are
requested to contact the Agency to discuss
furthermore if any queries arise.
Apart from the Exclusive Conditions other Terms
and Conditions are as written
below.
2.2.b
Exclusive
Agreement
All the Talents
enrolling with the Agency on an Exclusive
Agreement can refer the below Terms and
Conditions as the contract details. In
this category, the agency and the talent will
work in a freelance agenda where
the talent will only get works as possible. The
agency is not responsible to
get works for the talents and will represent the
talents in the ongoing
projects only.
3. Booking a Talent
3.1
The Booking
form will be issued by the Agency for each
Booking and will no longer be
available to the Client after a period of 30
days, unless agreed upon in
writing (emails permitted).
3.2
The Agreement
between the Agency and the Client will only come
into force when the Agency
confirms its acceptance of the terms of the
Booking Form in writing to the
Client.
3.3
The Client
will be required to sign the Booking Form and
return it to the Agency in
respect of each booking prior to the Start
Time.
3.4
The Booking
Form and these Terms and Conditions must be
accepted by the Client in their
entirety. By signing the Booking Form, the
Client accepts both the Booking Form
and these Terms and Conditions.
3.5
Unless the
Agency agrees otherwise, it will be a condition
of each Agreement that the
Client delivers a Local Purchase Order to the
Agency prior to the
Booking.
3.6
The Fee
provided in a Booking Form is an estimate and
not a final quotation. The Client
should allow a percentage for contingency in its
budget in all cases. The
Talent will endeavour to work for the Fee but
the Fee may vary to enable the
Talent, to his complete discretion, to provide
the Client with an effective
execution of the Booking.
3.7
Where
additional expenses or time are incurred by the
Talent as a result of
alterations to the original Booking brief by the
Client, or otherwise at the
Client’s request, the Client will be liable to
pay such extra expenses or pay
additional fees, at the Talent’s normal rate, in
addition to the original
estimate agreed Fee.
4.
Responsibilities of a
Talent
4.1
The Talent
shall, at all times, act in a professional and
courteous manner and shall
attend all Assignments on time.
4.2
The Talent shall
carry out every Assignment to the best standard
of ability and skill.
4.3
The Talent
shall comply with all rules and regulations
relating to health and safety, fire
prevention or general administration which may
be in place at the premises of a
Client or at a location where an Assignment is
being conducted.
4.4
The Talent
shall keep the Agent informed of any significant
changes in appearance to
include, but not limited to, notification of any
change of hair style or colour,
weight loss or gain or the addition of any
tattoo or any other visible feature
such as a piercing.
4.5
The Talent
shall not without the consent in writing of a
duly authorized representative of
the Agent expose, reveal or make public any
information in connection with the
business of the Agent or these Terms and
Conditions, all of which information
is to be regarded by the Talent as of a strictly
confidential nature.
4.6
The Talent
shall take all reasonable steps to be available
to work regularly on
Assignments but acknowledges that the Agent
cannot guarantee that such
Assignments can be secured and has made no
representations to this effect.
4.7
The Talent
consents for the Agent to use any relevant
photographs, images or other
information relating to the Talent to secure
Assignments.
4.8
The Talent
hereby acknowledges that nothing in these Terms
and Conditions, nor any conduct
of the parties, shall create or be deemed to
create or imply the relationship
of employer and employee between the Agent and
the Talent.
4.9
The Talent on
being given the contract by the Agent, must
complete the contract in full for
the contracted fee otherwise the Talent will be
liable for any losses incurred.
4.10
The Talent
must give at least 7 working days’ notice to the
agency to withdraw from an
assignment, which has been booked by a client.
The Talent shall be liable for
any extra costs that have been incurred by the
Agent, the client or other
talents as a result or failure to comply with
condition. It is the Talent’s
responsibility to be available for the duration
of the assignment. If a Talent
fails to complete an assignment for any reason
other than illness (to be
evidenced by a medical certificate) then the
talent may be liable to pay for
costs or losses incurred.
4.11
The Talent
cannot work directly with the clients who were
introduced to the talent by the
agency. And who accepts an assignment from a
client (directly without going
through the agency) introduced to the talent by
the Agency shall be liable to
pay the Agency 50% of the talent fee which the
talent receives.
(The
Talent will
not at any time during any Assignment nor for 6
months thereafter directly or
indirectly interfere with, solicit or entice any
of the Agencies, Clients or
persons with whom the Agency were in
consultation. In the event of the talent
being breaching this clause, the Agency will be
entitled to recover from him
any fees which the Agency would have been paid
by the client had the employment
by the Agency’s client been arranged by the
Agency.
The talent must immediately notify the Agency of
any direct offer of employment
by a client of the Agency for whom the talent
has carried out an assignment).
4.12
The Talent
which are on Exclusive Agreement with the Agency
should always refer the agency
as their Manager, Advisor and as the Mentor in
all professional work. Talent
should mention the agency as their manager in
their social media platforms and
other exposures.
5. Cancellation of a Booking
5.1
If a Booking
is cancelled for reasons outside the control of
the Agency (including but not
limited to unsuitable weather or light), the
Agency reserves the right to
charge a cancellation fee to the Client at the
following rates together with
all expenses incurred by the Agency up to the
date of such cancellation.
5.2
The Client
will be charged 100% of the Fee if a Booking is
cancelled less than 24 hours
before the Start Time.
5.3
The Client
will be charged 75% of the Fee if a Booking is
cancelled less than 48 hours
from the Start Time.
5.4
The Client
must notify the Agency immediately of the
cancellation of a Shoot and the
Agency will notify the Talent.
5.5
In addition to
the above, the Agency reserves the right to
charge a cancellation fee to the
Client if:
(a)
the location
provided by the Client is unable to accommodate
the Talent or
(b)
the Client
does not provide adequate facilities at the
venue; or
(c)
traveling
arrangements that are made by the Client
interfere with the Services to be
provided by the Talent.
5.6
If the Talent
cancels the Booking due to force majeure or
illness, neither the Talent nor the
Agency will be held in breach of this Agreement
or the Booking Form by the
Client but must provide reasonable proof of such
force majeure or illness.
5.7
In the event
of cancellation by the Talent the Agency may
substitute a replacement Talent,
subject to the Client’s reasonable approval.
5.8
Subject to
clause 5.4, if the Talent cancels the Booking
and a replacement cannot be
supplied under clause 5.5 any part of the Fee
paid in advance will be repaid in
full with 14 days of the cancellation.
6. POSTPONEMENT
6.1
If the Client
postpones the Service Date to another date
agreed between the Parties, the
following fees will become due on a sliding
scale:
6.1.a
Where notice is more than 28 days
before the Service Date, no fee will be payable;
6.1.b
Where notice is less than 28 days
but more than 14 days from the Service Date, 25%
of the Fee will be payable;
and
6.1.c
Where notice is less than 14 days
before the Service Date, 50% of the Fee will be
payable.
6.2
Where the Client
seeks a postponement but a new Service Date
cannot be agreed, this will be
considered a cancellation and the cancellation
fees shall apply from the date
on which notice to postpone was given.
7. Client Obligations
7.1
The Client
agrees to co-operate with the Agency as may be
required.
7.2
The Client
agrees to refrain from directly or indirectly
recruiting any person represented
by the Agency for a period of 1 year following
completion of the Services
(unless booked through the Agency).
7.3
The Client
agrees to provide adequate breaks for the
Talent.
7.4
The Client
will provide a suitable area for the Talent and
ensures there is an adequate
power supply which meets industry standards if
electrical equipment is to be
used as part of the Shoot and/or Show.
7.5
The Client is
responsible for ensuring that the venue for the
Shoot and/or show and any
equipment belonging to the Client and used by
the Talent comply with reasonable
health and safety regulations.
7.6
If the Talent
is expected to wear clothes and/or costumes for
the Shoot and/or show that are
to be provided by the Client they must be clean,
dry, pressed and suitable and
fit to wear. The Agency cannot be held
responsible if the Talent refuse to wear
such clothing for any reason.
7.7
Where the
Talent is expected to change clothing the Client
must provide adequate private
dressing facilities with mirrors and running
water. The Client acknowledges
that public toilets are not acceptable.
7.8
The Client
agrees to treat the Talent politely and in a
professional manner.
7.9
The Client
will take every reasonable precaution to prevent
the Talent being threatened,
verbally abused, or physically abused by the any
third party during the
Booking. The Client agrees that if the Talent is
threatened, verbally abused,
or physically abused by anyone during the
Booking then the Talent will be
entitled not to proceed with the provision of
the Services, without penalty,
and will remain entitled to the payment of the
Fee in full and without
deduction.
7.10
The Client is
responsible for ensuring that the location and
any equipment belonging to the
Client and used by the Talent comply with health
and safety regulations.
7.11
The Client is
responsible for complying with all legal
obligations connected with the Booking
of the Talent including:
(a)
providing a
suitable contract of employment where necessary;
(b)
obtaining any
work permits or other approvals to enable the
Talent to provide the Services;
or
(c)
obtaining all
visas that may be required for the Talent to
provide the Services prior to the
commencement of a Booking.
7.12
If the Client
fails to comply with clause and the Talent
cannot provide the Services as a
result, the Client remains liable to pay the Fee
and for any other expenses
that may be payable by the Agency and/or the
Talent.
7.13
The Client is
responsible for ensuring that a fully stocked
first aid box and fire
extinguishers are at the location.
7.
Agency
Obligations
8.1
The Agency
will supply the Agent’s Services. In addition,
the Agency will ensure that the
Talent supplies the Services as specified in the
Booking Form.
8.2
The Agency
will ensure that the Talent supplies the
Services with reasonable skill and
care and to a reasonable standard and in
accordance with recognized codes of
practice and statutory obligations.
8.3
The Agency
will take all reasonable steps to ensure that
the Talent behaves in an
acceptable manner but the Client agrees that the
Agency will not be held
responsible for the conduct of the Talent in
respect of either a Booking or any
other matter that is the subject of this
Agreement.
8.4
The Agency is
responsible to pay the total payment of the
Talent within 24 hours after
receiving the particular payment from the
client.
9.
FEES
9.1
The Client shall
pay the Company a Fee for the Services as set
out in Schedule 1. The Fee shall
be inclusive of any expenses incurred by the
Company in the provision of the
Services.
9.2
This Clause
is subject to amendment by mutual agreement of
the parties.
OR
The
Client shall
pay the Company a Fee for the Services as set
out in Schedule 1. In addition,
the Client shall be responsible for the Expenses
incurred by the Company as set
out in Schedule 1 and shall make payment of any
expenses listed in accordance
with the terms in Schedule 1.
9.2
The Company
shall submit an invoice to the Client in
relation to the Services provided no
later than one month after the Service Date. If
there is more than one Service
Date, invoices will be submitted monthly.
9.3
In consideration
of the provision of the Services, the Client
shall pay the Fee in full within
30 days of receipt of an invoice from the
Company.
OR
In
consideration
of the provision of the Services, the Client
shall pay 50% of the Fee within 7
days of the agreement being signed, and the
remaining 50% of the Fee within 30
days of receipt of an invoice from the Company.
OR
In
consideration
of the provision of the Services, the Client
shall pay the Fee no later than 3
days prior to the Service Date.
9.4
If all or part
of the Fee remains unpaid after 30 days of an
invoice being issued, the Company
will be entitled to charge interest on the
overdue amount at the rate of ______
per annum above the Bank of _______ base rate
from time to time. Such interest
shall accrue on a daily basis from the due date
until actual payment of the
overdue amount, whether before or after
judgment. The Client shall pay the
interest together with the overdue amount.
10.
REFUND POLICY
10.1
Bring Your Talent shall not be liable to
make
any refund for a transaction under this
agreement. All disputes arising from a
fraudulent and wrongful transaction will lie
between the Agent and the payment
gateway company. In the event an amount is
withheld due to unforeseen
circumstances for additional services
availed, Bring Your Talent will be liable
to refund only 50% of the total amount.
11.
CONFIDENTIAL
INFORMATION
11.1
The Company
acknowledges that in the course of the provision
of the Services it may have
access to Confidential Information of the Client
or talent. The Company shall
not (except in the proper course of its duties),
either during the Services or
at any time after the Service Date, use or
disclose to any third party (and
shall use its best endeavours to prevent the
publication or disclosure of) any
Confidential Information. This restriction does
not apply to:
11.1.1
any use or disclosure authorised by
the Client or talent or required by law; or
11.1.2
any information which is already
in, or comes into, the public domain otherwise
than through the Company’s
unauthorised disclosure.
11.2
The Company will
seek an agreement from each of its Speakers that
it provides to carry out the
Services for the Client, and where that Speaker
may come into Confidential
Information during the provision of the
Services, that the Speaker shall not
(except in the proper course of their duties),
either during the Services or at
any time after the Service Date, use or disclose
to any third party (and shall
use their best endeavours to prevent the
publication or disclosure of) any
Confidential Information. This restriction does
not apply to:
11.2.1
any use or disclosure authorised by
the Client or talent or required by law; or
11.2.2
any information which is already
in, or comes into, the public domain otherwise
than through the Speaker’s
unauthorised disclosure.
11.
PRIVACY
POLICY
11.1
The privacy policy will be
governed by the terms of use as set out in
Annexure A of this agreement.
12
INTELLECTUAL
PROPERTY
12.1
The Client
recognises that the Company will prepare and use
Material in the delivery of
the Services. The Client recognises the
Intellectual Property Rights of the
Company in the Material which rights will remain
with the Company.
12.2
Unless otherwise
agreed between the Parties in writing, the
Client shall not be entitled to
quote and/or summarise and/or use the Material
in any future marketing and/or
promotional material.
12.3
The Company
agrees to indemnify the Client and keep it
indemnified at all times against all
or any costs, claims, damages or expenses
incurred by the Client, or for which
the Client may become liable, with respect to
any intellectual property
infringement claim or other claim relating to
the Material supplied by the
Company to the Client during the course of
providing the Services.
13.
INSURANCE AND
LIABILITY
13.1
Nothing in this
agreement shall exclude or limit either Parties
liability for:
13.1.1
Death or personal injury caused by
its negligence;
13.1.2
Fraud or fraudulent
misrepresentation; or
13.2
The Parties
shall only be liable to each other for direct
losses, whether in contract, tort
(including negligence), for breach of statutory
duty, or otherwise, arising
under or in connection with this Agreement.
14.
Warranty
14.1
Both Parties warrant that they
have the authority to enter into these Terms and
Conditions and have obtained
all necessary approvals to do so.
15.
Limitation of Liability
15.1
The Agent’s liability to the
Client, howsoever arising, in connection with
the provision of the Agent’s
Services and/or the Services will not exceed the
Fee paid in respect of those
Services.
15.2
The Agent will not be liable to
the Client for any indirect, incidental or
consequential loss or damage,
howsoever arising, in connection with the
provision of the Services.
15.3
The Agent will not be liable for
any unauthorized actions of any third parties in
relation to materials created
under these Terms and Conditions.
16.
Indemnity
16.1
The Client will indemnify the
Agent against all claims, costs and expenses
which the Agent may incur and
which arise directly or indirectly from the
Client’s breach of any of its
obligations under these Terms and Conditions or
under an Agreement.
16.2
Without limiting the generality
of clause 18.1, the Client is liable for any and
all medical expenses or any
loss or damage to personal property of
whatsoever nature that occurs to the
Talent or the property of the Talent during the
Booking. Neither the Agency nor
the Talent will bear responsibility in respect
of any illness, accident, loss
or damage of whatsoever nature that may occur
during the Booking
.
17.
FORCE MAJEURE
17.1
If either party
is unable to perform any or all of its
contractual obligations under this
Agreement because of any of the events set out
below, then that party will be
relieved of its obligations to continue to
perform under this Agreement for so
long as their fulfilment is prevented or delayed
as a consequence of any such
event: fire, explosion, flood, reduction or
unavailability of power, riot, war,
national emergency, act of God, malicious
damage, theft, non-availability of
material, destruction or damage of essential
equipment, or any other act,
omission, or state of affairs of a similar
nature beyond the control of the
party concerned.
18.
ENTIRE
AGREEMENT
18.1
These
Terms and Conditions, along with
the Booking Form and the Local Purchase Order
comprise the agreement between the
parties and together, supersedes and
extinguishes all previous discussions,
correspondence, negotiations, drafts,
agreements, promises, assurances,
warranties, representations and
understandings between them, whether written
or oral, relating to its subject
matter.
18.2
Each party
acknowledges that in entering into this
agreement it does not rely on, and
shall have no remedies in respect of, any
statement, representation, assurance
or warranty (whether made innocently or
negligently) that is not set out in
this agreement.
18.3
Each party
agrees that it shall have no claim for innocent
or negligent misrepresentation
or negligent misstatement based on any statement
in this agreement.
19.
VARIATION
19.1
No variation
of this agreement shall be effective unless it
is in writing and signed by the
parties (or their authorised representatives).
20.
Severance
20.1
If any part of these Terms and
Conditions or an Agreement is held to be
invalid, illegal or unenforceable for
any reason by any court of competent
jurisdiction, that provision will be
severed and the remainder of the provisions will
continue in full force and
effect as if these Terms and Conditions of that
Agreement had been agreed with
the invalid, illegal or unenforceable part
eliminated.
21.
Waiver
21.1
The failure by either party to
enforce at any time or for any period any one or
more of the Terms and
Conditions or an Agreement will not be a waiver
of them or of the right at any
time subsequently to enforce all Terms and
Conditions or all of the Agreement.
22.
Notices
22.1
Any notice to be given by either
party to the other may be served by personal
service or by post to the address
of the other party given in the Booking Form or
such other address as such
party may from time to time have communicated to
the other in writing, with a
copy sent by email. If given by letter it will
be deemed to have been served at
the time at which the letter was delivered
personally or if sent by post will
be deemed to have been delivered in the ordinary
course of post.
23.
COUNTERPARTS
23.1
This
agreement may be executed in any number of
counterparts, each of which when
executed and delivered shall constitute a
duplicate original, but all the
counterparts shall together constitute the one
agreement.
24.
THIRD PARTY
RIGHTS
24.1
Except as
expressly provided elsewhere in this Agreement,
a person who is not a party to
this agreement shall not have any rights to
enforce any term of this agreement.
This does not affect any right or remedy of a
third party which exists, or is available.
24.2
The rights of
the parties to terminate, rescind or agree any
variation, waiver or settlement
under this agreement are not subject to the
consent of any other person.
25.
GOVERNING LAW
25.1
This
agreement and any dispute or claim arising out
of or in connection with it or
its subject matter or formation (including
non-contractual disputes or claims)
shall be governed by and construed in accordance
with the Law of India.
26.
JURISDICTION
Each
party
irrevocably agrees that the courts of Kolkata,
India shall have exclusive
jurisdiction to settle any dispute or claim
arising out of or in connection
with this agreement or its subject matter or
formation (including
non-contractual disputes or claims).
27.
CONSENT
27.1
The Agent
agrees to be bound by the Terms and Conditions
and privacy policy of this
Agreement.