Terms and Conditions
INTRODUCTION:
Talk Shop Limited, hereinafter referred to as ‘the Company’; Reg No: 6623143; whose registered office is at 16A Manor Park Rd. London. N2 0SL, provides Drama Based Training to the Corporate Industry.
These Terms & Conditions govern the supply of the Services to the Client.
AGREED TERMS:
1. Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in the Agreement.
Acceptance Date: the date on which the Client notifies the Company in accordance with the terms of the Agreement that it accepts, as satisfactory, the Services.
Agreement: the training Agreement between the Company and the Client for the supply of the Services by the Company to the Client, made in accordance with clause 2.1 and incorporating these Terms.
Applications: the application(s) for the Training and/or the Services (if applicable), detailed.
Brief: the completed brief.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Client: the client identified in the T&C’s.
Client Representative: shall be as defined in clause 5.2.
Confidential Information: proprietary information or information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates, including information relating to the party’s business operations, strategies, pricing, marketing and information relating to the methodologies used to create the Services or any of their constituent parts, commercial or technical know-how, any and all of the foregoing information pertaining to either party’s clients and suppliers.
Costs: the costs and expenses, including any Third-Party Materials costs (if known) detailed.
Deliverables: any deliverables in the T&C’s.
Input Materials: all Client acceptances of approvals and scripts, documents, branding images and, Performances and Services to be provided by the Client, or on its behalf (including by talent, contributors, consultants, or freelancers procured by the Client) to the Company relating to the Services as specified or as otherwise agreed by the parties from time to time, including the Client’s name and any Client branding provided by the Client to the Company.
Key Creative Parameters: those key creative parameters for the Training.
Key Personnel: those persons listed who will provide the Services to provide Training, which may include presenters or actors appearing in or providing voice-over contributions.
Payment Schedule: the schedule of payments set out as agreed.
Pre-Production Meeting: the meeting where the Brief/Script is presented or made available to the Client or the Client Representative.
Response to Brief/Script: any response to the Brief/Script by the client to the Company for any changes to the Production.
Delivery Date(s): the date(s) specified for the training.
Term: the period from the date of the Agreement until the Acceptance Date or (if earlier) termination of the Agreement.
Terms: these terms & conditions.
1.2 Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
2. BASIS OF AGREEMENT:
2.1 Once a quote is agreed, this creates a legally binding Agreement between the Client and the Company.
2.2 For the avoidance of doubt, these Terms shall apply to and be incorporated into the Agreement.
2.3 These Terms shall prevail over and take the place of any other terms or conditions stipulated, endorsed upon, delivered with, incorporated, referred to or contained in any document of, or communication from, the Client, including a purchase order from the Client or which are implied by trade, custom or course of dealing.
2.4 If there are any conflicts or inconsistencies between these Terms this shall apply.
3. COMMENCEMENT AND DURATION:
The Services shall be provided by the Company from the date specified and shall continue for the Term.
4. ENGAGEMENT:
In consideration of payment to the Company of the Costs, the Company shall provide the Services, including production of the programme of Training, using the Key Personnel (to the extent the Company can reasonably make them available).
5. CREATIVE CONTROL AND PRODUCTION PROCESS:
5.1 The parties agree to meet from time to time as agreed to consult in good faith with each other over the content of the programme. The Training will be created in accordance with the Key Creative Parameters, provided that the Client shall, in its absolute discretion but with full discussion with the Company and giving good faith consideration to the Company’s views as a professional and experienced Drama Based Training company.
5.2 At various stages the scripts will be submitted to the Client for acceptance. The Client shall appoint a representative for acceptance, in respect of such materials. The Client Representative shall include feedback. The Client shall act promptly and in good faith when considering the elements delivered for acceptance.
5.3 The Client agrees that following submission of each material in accordance with clause 2, it shall promptly communicate its acceptance (or otherwise) of such material to the Company. If the Client is not satisfied with any such materials, it shall notify the Company within the timelines set out providing reasonable and appropriate comments or requesting changes.
5.4 The Client shall be responsible for any additional costs reasonable incurred by the Company arising from:
(i) any requests to make any amendments in addition to those provided for in clause 3;
(ii) work that falls outside the scope of the agreement;
(iii) changes to already accepted materials, work and/or changes to Deliverables which were not communicated in the Pre-Production Meeting;
(iv) any costs arising from its delay in acting in accordance with the agreement;
(v) any increases in Costs necessitated as a result of the Client’s requests;
(vi) the Client failing to comply with the Client obligations set out in clause 6.2; and
(vii) changes or feedback at the approvals stages in clause 5.3 which are not iterative as per clause 5.2. The Company shall advise the Client that additional costs are likely to be incurred, so far as possible, before they are incurred. Notwithstanding this, the Company shall raise an invoice for such costs at any time, and the Client shall be responsible for payment of the invoice within 30 days of receipt.
5.5 In the event of delay in the provision of the Input Materials and/or failure of the Client to comply with its obligations under clause 6.2, the Company shall, without limitation to its other rights and remedies under this Agreement, be entitled to delay the performance of the Services by a reasonable period.
5.6 The Client Representative shall also have the opportunity to accept, or refuse to accept, the script/brief outlined. If the Client does not request amendments within 10 Business Days of the making available of the script to the Client, acceptance of the script shall be deemed granted, and the Client shall not be entitled to reject or dispute any proper invoice issued in respect of the Costs of the Training.
6. OBLIGATIONS:
6.1 the Company agrees that:
6.1.1 the Services shall be performed by a sufficient number of competent persons with the appropriate skills, qualifications and experience as is necessary for the proper performance of the services;
6.1.2 it shall perform the Services in co-operation with the Client via the Client Representative and, where requested by the Client, its other professional advisors and service providers such as the Client’s PR or advertising agency;
6.1.3 for the avoidance of doubt, it shall be responsible for the payment of all Third-Party Materials and goods and services commissioned by the Company to perform the Services, and the Client shall have no liability in respect of such costs, other than to pay the Costs in accordance with clause 7.
6.2 The Client agrees that:
6.2.1 it shall provide its acceptance of the Services promptly and reasonably as detailed in clause 5 and the script;
6.2.2 it shall provide the Input Materials in accordance with at no cost to the Company, and that the Input Materials shall be comprehensive, up to date and suitable for purpose;
6.2.3 it shall provide access to premises and facilities so far as this is reasonably necessary and provided that the Company shall, and shall procure that all its employees and contractors shall, comply with any health and safety policies in place at the Client’s premises;
6.2.4 where necessary and agreed, the Client shall provide such personnel and instruct such personnel to assist and support the Company wherever possible and comply with the Company’s reasonable requests in performing the training, and in particular to provide such information as the Company may request to perform the services.
7. FEES AND PAYMENT:
7.1 The Client shall pay the Company the Costs in accordance with the payment terms set out as agreed.
7.2 Subject to postponement of Services after 7 days of the Agreement the client, in accordance with clause 16.2, will pay no cancellation fee. Within 7 days of the Agreement payment of half the rateable fee will be payable to the Company. Within 24 hours of the Agreement the Client acknowledges it should pay the full rate of fee as per the Agreement.
7.3 Unless otherwise agreed, any overspend on the Costs shall be met by the Company, except to the extent that it arises from changes to the Services requested by the Client, or as a result of acts or omissions of the Client that are inconsistent with its obligations under the Agreement.
7.4 Invoices will be generated in accordance with the payment terms set out. The Client shall pay each validly issued invoice submitted to it by the Company, in pounds sterling in full within 40 days of receipt to a bank account nominated in writing by the Company.
7.5 The Client acknowledges that if it does require the Company to procure the purchase of Third Party Materials, certain third parties require payment in advance for the use of their Third-Party Materials or their services. In such an event, the Company is entitled to render an invoice in advance of commencement or completion of the Services and the Client shall pay the same on the payment terms stated in such invoice.
7.6 If the Client disputes any invoice in good faith, it must notify the Company within 7 days of receipt of that invoice, at which time the Client will be entitled to withhold payment of the disputed amount pending resolution of the dispute but will pay the undisputed amount in accordance with the terms of clause 7. The provisions of clause 8 shall not apply to any disputed amounts except, if the dispute is finally resolved in the Company’s favour, in which case, clause 7.8 shall apply as from the original due date for payment.
7.7 The Client acknowledges that the assignment in clause 9 is only effective once all Costs due have been received in cleared funds by the Company.
7.8 Time for payment shall be of the essence of the Agreement.
7.9 The Client shall have no rights of set-off, counterclaim, deduction or any other right to withhold payment due under an invoice for any reason.
8. COMPLIANCE WITH LAWS:
In performing its services under the Agreement, the Company shall comply with all applicable UK laws, regulations, and directives from time to time in force. For the avoidance of doubt, the Company is not responsible however, for ensuring that the content of the Deliverables which is provided in accordance with specific requirements of the Client, complies with all applicable laws, regulations, and codes.
9. INDEMNITY:
The Company hereby agrees to indemnify the Client against all and any losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by the Client, including legal expenses reasonably and properly incurred, arising out of, or connected with any claim by any third party against the Client that the use or possession of the Deliverables by the Client in accordance with the Agreement, infringes the Intellectual Property Rights or any other rights of that third party.
10. CONFIDENTIALITY:
10.1 All Confidential Information disclosed by a party to the other party (before or after the date of the Agreement), shall be held in confidence and used only for the purpose of performing the Agreement and using the services.
10.2 The foregoing restrictions on use and disclosure of Confidential Information do not apply to information to the extent that such information:
10.2.1 is in the possession of the receiving party at the time of its disclosure hereunder and not otherwise subject to obligations of confidentiality;
10.2.2 is or becomes publicly known, through no wrongful act or omission of the receiving Party or breach of the agreement;
10.2.3 is received without restriction from a third party free to disclose it without obligation to the disclosing party;
10.2.4 is developed independently by the receiving party without reference to the Confidential Information or other information of the disclosing party; or
10.2.5 is disclosed as required by law.
11. PUBLICITY AND PROMOTION:
11.1 Each party is entitled to publicise the relationship between the parties, and the broad nature of the services, subject to each such publication being mutually approved by the other party in advance (such approval not to be unreasonably withheld or delayed). In doing so, each party may make reasonable use of the other party’s name and trademarks in the manner approved by the other party.
11.2 the Company (and its subcontractors) shall have the non-exclusive, worldwide, irrevocable, royalty free right and licence from delivery of the Deliverables to the Client or use of the Deliverables by the Client (whichever shall be the later), to use the final training (or any part thereof) for its own promotional use, including on the Company’s or its subcontractors’ website, as part of its show reels and as part of its portfolio of works in internal and client and prospective client presentations.
12. POSTPONEMENT AND TERMINATION:
12.1 If the Client wishes to postpone the provision of the Services (or any part of them), it must give the Company at least 1 week’s prior notice. If the Client fails to provide 1 week’s prior notice, it shall pay half the Costs in respect of the Services. If the Client wishes to postpone within 24 hours, it shall pay full costs in respect of the services. The parties shall discuss and agree any reschedule of the Services, timelines (subject to availability). For the avoidance of doubt, where postponement takes place with less than 1 week’s prior notice, the Client will be liable to pay additional costs for the rescheduled Services. Thereafter, the client must continue with the services or exercise its rights to terminate as set out below. the Company may postpone the services by up to 1 weeks on notice to the Client, without being in breach of this Agreement.
12.2 Subject to clause 12.3.2, the Client may terminate the Agreement up to 1 week before the training Date.
12.3 On termination under paragraph 1, the Client shall pay to the Company;
16.3.1 all sums that the Company is contractually obligated to pay third parties; and
16.3.2 for all the work reasonably carried out in respect of the Services up to the date of notice.
12.4 If the Client terminates the Agreement less than 1 week before the Training Date, then the Client shall pay half of all costs, and full costs if within a 24 hour notice period
12.5 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving notice to the other party if:
12.5.1 the other commits a material breach of any term of the Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified to do so;
12.5.2 the other party becomes insolvent or involved in a liquidation or termination of its business, is placed in administration, is subject to a winding up order, or if it is in dissolution or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the foregoing events; or
12.5.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.6 On termination of the Agreement for any reason:
12.6.1 except as stated in this Agreement, neither party shall have any further obligation to the other;
12.6.2 the rights, remedies or obligations of the parties that have accrued or become due before termination shall remain unaffected;
12.6.3 subject to payment of all monies due under this Agreement, the Client shall remain entitled to all rights granted or assigned to it under the agreement;
12.6.4 each party shall return any Confidential Information belonging to the other in its possession or control, (or at the other party’s request, destroy such Confidential Information and any copies of the same and shall certify that it has done so); and
12.6.5 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect, including clause 1 (Definitions and Interpretation), 10 (Confidentiality) inclusive.
13. NON-SOLICITATION:
13.1 The Client shall not, without the prior consent of the Company at any time from the date of the Agreement to the expiry of 12 months after delivery of the last Training, or termination or expiry of the Agreement (whichever is the later), solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
13.2 Any consent given by the Company in accordance with clause be subject to the Client paying to the Company immediately on demand, a sum equivalent to 100% of the then current annual remuneration (including benefits) of the Company’s employee, consultant, or subcontractor.
14. ASSIGNMENT AND OTHER DEALINGS:
14.1 Neither party shall, without the prior written consent of the other, assign, transfer, mortgage, charge, or declare a trust over its rights and obligations under the Agreement.
14.2 The Company will be entitled to sub-contract any of its obligations under the Agreement. For the avoidance of doubt, the Company shall remain liable for the acts and omissions of any sub-contractors that it engages in connection with the Agreement.
15. FORCE MAJEURE:
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Agreement with immediate effect.
16. THIRD-PARTY RIGHTS:
No one other than a party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
17. NO PARTNERSHIP OR AGENCY:
17.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18. WAIVER:
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. VARIATION:
No variation of the Agreement shall be effective unless it is in writing and signed by the authorised representatives of the parties.
20. NOTICES:
20.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:
20.1.2 delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
20.1.3 sent by e-mail to its main e-mail address;
20.2 Any notice or communication shall be deemed to have been received:
20.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
20.2.2 if sent by prepaid first-class post or other next working day delivery service, at 11.00 am on the second Business Day after posting; or
20.2.3 if sent by e-mail at 9.00am on the next Business Day after transmission.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21. ENTIRE AGREEMENT:
21.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
22. GOVERNING LAW:
The 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 England.
23. JURISDICTION:
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
