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.
SCHEDULE 1
This Schedule shall be read as a part of the
Agreement.
1. Fees: The Fees for the services availed under
the agreement is as follows:
|
S. No |
Services |
|
1. |
Registration Fees |
|
2. |
Subscription Fees |
|
3. |
Booking a Talent |
|
4. |
Talent by Mentor |
|
5. |
Attending Workshop |
|
6. |
One on One interaction by the Mentor |
|
7. |
Other Services |