Terms & Conditions
In these terms and conditions, unless the context otherwise requires:
- references to numbered clauses are references to the relevant clause in these terms and conditions;
- any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;
- the headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement;
- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
- the word ‘including’ shall be understood as meaning ‘including without limitation’.
|“Agreement”||refers to the Membership Agreement (MA) of Stars & Sharks in its entire 3 parts.|
means the charges for the Services as specified;
|"Confidential Information”||means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which (i) is known by the receiving Party to be confidential;
(ii) is marked as or stated to be confidential; or
(iii) ought reasonably to be considered by the receiving Party to be confidential;
|“Customer”||Refers to the person who has purchased a Stars & Sharks membership also mentioned as member or shark;
|“DPA”||means the Data Protection Act 1998;
|“Expiry Date”||means the date of expiry of the Membership and the Agreement, this will be usually 1 year, 2 years or 6 months after the date of commencement of the membership, according to what is specified at moment of payment;
|“FOIA”||means the Freedom of Information Act 2000;
|“Information”||has the meaning given under section 84 of the FOIA;
|“Party”||means the Supplier or the Customer (as appropriate) and “Parties” shall mean both of them;
|“Personal Data”||means personal data (as defined in the DPA) which is processed by the Supplier or any Staff on behalf of the Customer pursuant to or in connection with this Agreement;
|“Request for Information”||has the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” shall apply);
|“Services”||means the services to be supplied by the Supplier to the Customer under the Agreement; The Services as described in this Agreement are limited to this Agreement. Any other Agreements or contracts entered into between both parties are to be treat as discrete. The costs for providing the services of one Agreement do not cover the Services of another separate Agreement.
|“Staff”||means all directors, officers, employees, agents, consultants and contractors of the Supplier and/or of any sub-contractor of the Supplier engaged in the performance of the Supplier’s obligations under the Agreement;
|“Staff Vetting Procedures”||means vetting procedures that accord with good industry practice or, where requested by the Customer, the Customer’s procedures for the vetting of personnel as provided to the Supplier from time to time;
|“S&S”||refers to Stars & Sharks Ltd;
|“Supplier”||Refers to Stars & Sharks Ltd;
|“Term”||means the period from the start date of the Agreement to the Expiry Date as such period may be extended in accordance with clause Error: Reference source not found or terminated in accordance with the terms and conditions of the Agreement;
|“VAT”||means value added tax in accordance with the provisions of the Value Added Tax Act 1994; and
|“Working Day”||means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
1. Basis of Agreement
Upon the purchase of a S&S membership the Agreement of S&S to supply its services to the member are subject to the terms and conditions of this Membership Agreement.
2. Supply of Services
2.1 In consideration of the Customer’s agreement to pay the Charges, the Supplier shall supply the Services to the Customer for the Term of 1 year or, longer depending on the subscription package paid for.
2.2 In supplying the Services, the Supplier shall:
2.2.1 Co-operate with the Customer in all matters relating to the Services.
2.2.2 Perform the Services with all reasonable care, skill and diligence in accordance with good industry practice.
2.2.3 Use Staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled especially during the assessment.
2.2.4 Ensure that the Services shall conform with all descriptions and specifications set out; and
2.2.5 Comply with all applicable laws.
2.3 The Customer may by written notice to the Supplier at any time request a variation to the scope of the Services. In the event that the Supplier agrees to any variation to the scope of the Services, the Charges shall be subject to fair and reasonable adjustment to be agreed in writing between the Customer and the Supplier.
2.4 More services, timing and terms of delivery service, and are specified in the S&S doc know as “Official guideline of “Stars & Sharks”s CoC and its relative versions ( link con il nome cliccabile ) click here to open the document
3.1 The Agreement shall take effect from the date of purchase of a S&S membership and is active for the time of payment. If not renewed the clients shall follow the rules given by Code of Professional Conduct and Brand Policy unless terminated in accordance with the terms and conditions of the Agreement with cancellation of his/her profile. All the other service will be suspended or limited according the case.
3.2 Stars & Sharks membership is highly recommended to be renewed annually and before of the expiry date. If your subscription with S&S expires and is not renewed within the defined renewal period, access to all Stars & Sharks materials and services will be suspended and/or limited
3.3 Until your account is cancelled you are still obligated to adhere to the Membership Agreement, in its entirety, especially the Code of Professional Conduct. Only cancellation of your account will relieve you of your obligations under the Membership Agreement in its entirety or after 3 consecutive years pass without any renewal.
3.4 A Customer that cancels his/her profile has right to obtain within 5 years after the cancellation, a paper certificate of the C-Service recorded by S&S. 5 years after the profile is cancelled the client is no longer able to request a certificate of the C-Service registered by S&S. This rule does not apply to the Sea Service recorded by the PYA.
3.5 A Customers membership that has past the expiry date and has not been renewed will remain in a state of dormancy, until it is renewed. Or after a period of 3 years from the date of expiry the account will be cancelled and both parties will be relived of their obligations under this Agreement.
4. Charges, Payment and Recovery of Sums Due
4.1 All amounts stated are exclusive of VAT, which shall be charged at the prevailing rate.
4.2 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 12.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 14.
4.3 If the Customer does not make a payment of an undisputed amount by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
5. Staff and Key Personnel
The Supplier shall:
Ensure that all Staff are vetted in accordance with the Staff Vetting Procedures;
6. Intellectual/Media Property Rights
6.1 All intellectual property rights in any materials provided by the Customer to the Supplier for the purposes of this Agreement shall remain the property of the Customer but the Customer hereby grants the Supplier a exclusive royalty-free, and non-transferable licence to use such materials as required until termination or expiry of the Agreement for the sole purpose of enabling the Supplier to perform its obligations under the Agreement.
6.2 All intellectual property rights in any materials created or developed by the Supplier or arising as a result of the provision of the Services shall vest in the Supplier. If, and to the extent, that any intellectual property rights in such materials vest in the Customer by operation of law, the Customer hereby assigns to the Supplier by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such intellectual property rights all its intellectual property rights in such materials (with full title guarantee and free from all third party rights).
6.3 By uploading and choose to publish any images, videos or media content to S&S you grant S&S exclusive royalty free rights to use the images, videos or media on our various platforms such as our website, social media pages and/or publications. S&S in turn will grant the Member who uploaded the content to us the right to publish it for their own personal use, so long as it will not damage in anyway S&S.
6. BIS Shark Chef Public Appearance (radio, photo, TV, videos, movies, events, etc.)
Any Member ranked as Shark grants S&S the right to represent him/her as Sole Representative Agent for any public appearance on media such as, but not limited to radio, photo, TV, videos, movies and events for a period of 2 (two) years since the date of the last CoC updating. This representation is regulated under the terms and conditions of the Shark Sole Agency Representation Agreement (See ANNEX G).
7. Governance and Records
The Supplier shall keep and maintain until 5 years after the end of the Agreement, or as long a period as may be agreed between the Parties, full and accurate records of the Agreement including the Services supplied under it and all payments made by the Customer. The Supplier shall on request afford the Customer or the Customer’s representatives such access to those records as may be reasonably requested by the Customer in connection with the Agreement.
8. Confidentiality, Transparency and Publicity
8.1 Subject to clause 8.2, each Party shall:
8.1.1 treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and
8.1.2 not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.
8.2 Notwithstanding clause 8.1, a Party may disclose Confidential Information which it receives from the other Party:
8.2.1 where disclosure is required by applicable law or by a court of competent jurisdiction; 8.2.2 to its auditors or for the purposes of regulatory requirements; 8.2.3 on a confidential basis, to its professional advisers;
8.2.4 to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;
8.2.5 where the receiving Party is the Supplier, to the Staff on a need to know basis to enable performance of the Supplier’s obligations under the Agreement provided that the Supplier shall procure that any Staff to whom it discloses Confidential Information pursuant to this clause 8.2.5 shall observe the Supplier’s confidentiality obligations under the Agreement; and
8.3 and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Customer under this clause 10.
9. Protection of Personal Data and Security of Data
9.1 The Supplier shall, and shall procure that all Staff shall, comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Agreement.
9.2 Notwithstanding the general obligation in clause 9.1, where the Supplier is processing Personal Data for the Customer as a data processor (as defined by the DPA) the Supplier shall:
9.2.1 ensure that it has in place appropriate technical and organisational measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA;
9.2.2 provide the Customer with such information as the Customer may reasonably request to satisfy itself that the Supplier is complying with its obligations under the DPA;
9.2.3 promptly notify the Customer of:
22.214.171.124 any breach of the security requirements of the Customer as referred to in clause 9.3; and 126.96.36.199 any request for personal data; and
9.2.4 ensure that it does not knowingly or negligently do or omit to do anything which places the Customer in breach of the Customer’s obligations under the DPA.
9.3 When handling Customer data (whether or not Personal Data), the Supplier shall ensure the security of the data is maintained in line with the security requirements of the Customer as notified to the Supplier from time to time.
10.1 The Supplier shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Agreement.
10.2 Subject always to clause 10.3.:
10.2.1 except in the case of claims arising under clauses 13.3, in no event shall the Supplier be liable to the Customer for any:
a. loss of profits;
b. loss of business;
c. loss of revenue;
d. loss of or damage to goodwill;
e. loss of savings (whether anticipated or otherwise); and/or f. any indirect, special or consequential loss or damage.
10.3 Nothing in the Agreement shall be construed to limit or exclude either Party's liability for: a. death or personal injury caused by its negligence or that of its Staff; b. fraud or fraudulent misrepresentation by it or that of its Staff; or c. any other matter which, by law, may not be excluded or limited.
11. Force Majeure and Acts of God
Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected including cases of lost C-Service record data. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two months, either Party may terminate the Agreement by written notice to the other Party.
12.1 The Customer may terminate the Agreement at any time by notice in writing to the Supplier or by cancellation of his/her profile on the S&S website on My Account. In case of written notice the date of cancellation is the date when operator delate and communicate the cancellation.
12.2 Without prejudice to any other right or remedy it might have, the Customer may terminate the Agreement by written notice or cancellation to the Supplier with immediate effect if the Supplier:
12.2.1 (without prejudice to clause 12.2.4), is in material breach of any obligation under the Agreement which is not capable of remedy;
12.2.2 repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement;
12.2.3 undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988;
12.2.4 breaches any of the provisions of clauses 5., 8., 9. and;
12.2.5 becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Supplier (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Supplier’s assets or business, or if the Supplier makes any composition with its creditors or takes or suffers any similar or analogous action (to any of the actions detailed in this clause 12.2.6) in consequence of debt in any jurisdiction; or
12.2.6 fails to comply with legal obligations in the fields of environmental, social or labour law.
12.3 The Supplier shall notify the Customer as soon as practicable of any change of control as referred to in clause 12.2.3 or any potential such change of control.
12.4 The Supplier may terminate the Agreement by written notice to the Customer if the Customer has not paid any undisputed amounts. Until both parties have agreed a resolution, the client’s account will remain in a state of quiescence. However, the member will still comply with CoPC and Brand Policy till the cancellation of the profile.
12.5 Upon termination of the Agreement, the Supplier shall return all requested documents, information and data to the Customer as soon as reasonably practicable if it is requested by client with written notice.
13. Prevention of Fraud and Corruption
13.1 The Customer shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.
13.2 The Supplier shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by the Staff and the Supplier (including its shareholders, members and directors) in connection with the Agreement.
13.3 If the Customer engages in conduct prohibited by this Agreement or commits fraud in relation to the Agreement or any other contract with the S&S, S&S may:
13.3.1 terminate the Agreement and recover from the Customer the amount of any loss suffered by S&S resulting from the termination, including the cost reasonably incurred by S&S of making other arrangements for the supply of the Services and any additional expenditure incurred by the S&S throughout the remainder of the Agreement; or recover in full from the Customer any other loss sustained by the S&S in consequence of any breach of this clause.
14. Dispute Resolution
14.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.
14.2 If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 14.1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
14.3 If the Parties fail to appoint a Mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.
15.1 Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.
15.2 A person who is not a party to the Agreement shall have no right to enforce any of its provisions, which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties.
15.3 This Agreement may be subject to change by the supplier. If and when altered the Supplier will inform the Customer on their next logging in on their profile.
15.4 The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
15.5 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
15.6 Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement (whether under the Agreement, statute or common law) are cumulative and may be exercised concurrently or separately, and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
15.7 If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
16.1 Any notice to be given under the Agreement shall be in writing and may be served by delivery to the official address, first class recorded or, to the official e-mail to the address given on 3.17.2.
16.3 Notices served as above shall be deemed served on the Working Day of delivery provided delivery is before 5.00pm on a Working Day. Otherwise delivery shall be deemed to occur on the next Working Day. An email shall be deemed delivered when sent unless an error message is received.
16.4 Notices under clauses 11. (Force Majeure) and 12. (Termination) may be served by email.
17. Governing Law and Jurisdiction
The validity, construction and performance of the Agreement, and all contractual and non contractual matters arising out of it, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
Please direct any queries to:
Stars & Sharks,
130 Old Street,
London, England, EC1V 9BD
Active Member – an active member is a person who is subscribed to Stars & Sharks and has paid their membership fees.
Active but not valid member – this person is someone who is up to date with their payment of S&S membership but their PYA membership has expired.
Active and Valid Member – This is a person who has paid both their Stars & Sharks membership fee and has had their PYA membership verified (through the S&S verification procedure).
|Administrative address||Stars & Sharks LTD
130 Old Street,
London, England, EC1V 9BD,
Assessment – is the evaluation exam by S&S of any active member that have the SAR and comply with the payment. The successfully exam result in upgrade the CoC in the part of shark’s ranks.
Chef Service Guide – This is a document we have that details all the information needed to correctly fill out a C-Service Testimonial, information such as the geographical codes for different areas and the types of cuisines.
Chef Service Record (CSR) – The CSR is our original way to record information about a chef’s sea service that is relevant to their career. The CSR is a cumulative record of the chef’s service history. Information is added to the CSR by the submission and verification of C-Service Testimonials. It contains information such as gastronomic sea area cruised and average number of guests. The CSR is updated by S&S. Members are only allowed to discharge the testimonial and the CSR from 2016 onwards, not before 2016. It is the opinion of S&S that information before 2016 couldn’t be correctly found and reported in an accurate manner. Any individual testimonial can’t be for a period longer than two and a half years (30 months). Due to the potential volume of information recorded it will be good practice to apply for a testimonial maximum any two and a half years. This is in order to have fresh information and more possibility to verify the info from the operator. Each testimonial is valid only for a service on one yacht; one testimonial is not valid for 2 or more yachts.
Chef Service Testimonial – the C-Service testimonial is documents a chef will submit contain information such as gastronomic sea area cruised, and number of guests. We will verify this information when submitted to us, provided they have an active subscription and update the information on their CSR accordingly. However, if a member has verified their PYA membership with us then they will verify this information.
General Data Protection Regulation (GDPR) - The General Data Protection Regulation 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the European Union and the European Economic Area. It is a legal framework that sets guidelines for the collection and processing of personal information of individuals within the European Union (EU).
Golden Shark – Golden shark is an honorary title bestowed upon who we believe to be the very best chefs in the industry. They require no assessment and will not pay subscription fees. They have permanent membership unless however we deem them as being no longer worthy of the role and title. This is the highest honour we give and exists outside of our standard ranking system.
Modules – in order to progress to the next S&S rank a chef has to complete certain modules. These modules consist of verifying various skills and abilities, ranging from cuisine knowledge through to technical skills.
Media Hub – a member with an active S&S membership will be able to upload media to their Media Hub, subject to the approval of S&S. this media will be visible to the public (visitor/user).
Membership Agreement – The membership agreement is a 3-part document that consists of a Code of Conduct, Policy Regulation, and Terms and Conditions. Each person who signs up to Stars & Sharks will have to agree to the Membership Agreement. Within the membership agreement there are sanctions that will be taken if a member does not comply with it. This is a Legal Document.
Member or Shark’s Member – A member is a person who has paid up to the Stars & Sharks website, they have not completed any Modules or Assessment. Because they are a member they have gained access to the CSR (Chef Service Record).
Not Active Member – For the first 6 months after the expiration of the membership the profile will be a ‘Not Active Member’ profile. Meaning they will still have access to their information but their profile will not be public.
Pending member – A pending member is one who has created an account but the information they submitted alongside the account is waiting to be verified. The max period for pending profile is 15 days from the submission of the verification identity/ mail and the payment.
Public member list - This is the list of all Chefs from Member – to Golden Shark who have created a profile on our website. This list will be accessible to anybody who visits our website. However certain information such as contact details or specific personal details will not be viewable or will only be viewable after paying a recruiters fee.
Quiescent Member – This is a person who has previously had an active account but has not renewed (after 6 months) their membership before expiry. As such there account will remain in a state of dormancy, where all the information about the account is remembered, however they will not be visible on public profile on the website and they will not be able to edit or change any details of their account, apart from basic information such as passwords/email address. No CSR updates will be applied.
S&S Certificate of Competence - The Stars & Sharks COC is the certificate of competence as well as information such as personal details which include the certified experience on board (C.S.R.) and the shark’s rank.. The COC will expire without a active membership with S&S. The COC will have a QR code where is showed the passport and update CoC. S&S will send or give physically at any renewed membership or after a successfully assessment the CoC with proper cover.
Shark Assessment Request (SAR) – is the application available on the profile of the active member to attend and attempt to the assessment exam. In other words is when the active member is eligible to apply for an assessment.
Shark Ranking System - The Stars & Sharks’ Ranks were developed to give a structured path for the progression of a chef’s career.
Shark Ranks -
|Green Shark||A Green Shark is the entry-level rank, designed to give green yacht chefs a taste of what Stars & Sharks can offer.|
|Junior Shark||They must be able to demonstrate a high aptitude for creating great cuisine, which will be based on the fundamentals of cooking.|
|Senior Shark||The backbone of the industry, this rank unearths the Sharks who have proven not only their mastery of advanced cooking techniques, but their high ethical and professional standards.|
|Master Shark||This rank is for the innovators and the pioneers, those whose years of dedication led them to the mastery of multiple cuisines.|
Shark Zone – The Hub is the place through which a member will access their profile on the website. Their Hub is where the member will access things like ‘my docs’ ‘my assessment’ ‘My Media Hub’. Imagine the Hub as a tree and ‘my docs’ ‘my assessment’ etc as the branches.
Suspended member – a suspended member is one who has a specific document like a passport that has expired, the condition of a suspended profile is similar to that of a ‘Not Active Member’ however once the document is updated their status will return to active.
Visitor/user – anybody who visits or uses our website.
19. List of Current Company Email Addresses and Contact Information:
20. Final provisions
Accepting these terms and conditions implies the acceptance of the membership agreement (which is an integral and indissoluble part of it) in its entirety and of the parts that constitute it.
SHARK SOLE AGENCY REPRESENTATION AGREEMENT
Approved by The Agents’ Association (Great Britain)
1. For the consideration hereunder appearing the Shark Chef (hereinafter defined as “Principal”) hereby appoints Stars & Sharks Ltd (hereinafter defined as “Agent”) as his/her sole exclusive agent for a period as defined herein for the branches of the entertainment industry as tabulated below, namely
(1) All live performances,
(2) Motion pictures for any media known and/or as yet unknown,
(3) All broadcast media known today and in the future,
(4) Any interactive media known or as yet unknown,
(5) Corporate entertainment, conventions and conferences,
(6) All forms of audio and visual recording,
(7) Any and all advertising and merchandising,
throughout the world for the period of 2 year from the above date and thereafter until this agreement is determined in accordance with Clause 10. herein (hereinafter referred to as “the said period”) and the Agent hereby accepts such employment and agrees to render his/her services to the Principal during and throughout the said period. The said period shall be extended by any period in respect of which the Principal:-
(a) shall be unable owing to illness accident or other unavoidable cause to accept or perform any engagement procured or negotiated by or through the Agent with a responsible Hirer.
(b) shall without good cause be unwilling to perform an engagement procured or negotiated by or through the Agent with a responsible Hirer.
(c) shall receive no salary owing to the closure of any venue or other place of entertainment by reason of national mourning, war, fire, strikes or lock-outs in the district directly affecting such venue or other place of entertainment or by reason of any order of the Licensing or any public authority having jurisdiction or by reason of any other cause beyond the control of the Hirer.
i. The Principal undertakes that during the said period he/she will not revoke the Agent’s authority.
ii. It is agreed that the Agent will make available to the extent reasonably necessary for the purpose of this Agreement the personal services of: ................................................................................................................. or of: .....................................................................................................................................................
2. The Agent’s duties hereunder are to use all reasonable efforts to procure employment, hires and contracts in the branches of the entertainment industry aforementioned and to guide and advise the Principal with respect to his/her career and to act for the Principal as sole and exclusive agent in all matters concerning his/her professional interests in the branches of the entertainment industry aforementioned whenever the Agent is called upon to do so.
3. As compensation for the Agent’s services the Principal agrees to pay to the Agent an amount of 15% per cent (or such amount as is payable under the appropriate Commission Agreement) of all gross monies and other considerations received by the Principal during the said period and thereafter for so long as the Principal remains employed or hired or contracted or receives compensation under or upon engagements and/or contracts entered into or negotiated during the said period as well as extensions or renewals of such engagements or contracts also on any engagements or contracts substituted for and/or replacing such prior engagements and/or contracts. Payment shall be due to the Agent immediately upon receipt of the money or other compensation by the Principal or anyone on the Principal’s behalf. [Save that the Agent shall not be entitled to receive such compensation in respect of gross receipts from recordings (whether audio or visual) first wholly recorded and musical compositions (with or without lyrics) first wholly written after the expiry/termination of the said period provided that if the date of expiry/termination of the said period occurs following commencement of the recording intended for commercial release by the Principal of a master(s)/an album or another particular and specific recording or writing project in either case pursuant to a contract negotiated by the Agent and entered into by the Principal during the said period provided that the recording of the said master(s)/album or the said project is completed within six (6) months of the expiry/termination of the said period – the Principal acting in all times in good faith and not deliberately delaying the recording thereof or the completion of the said project, the Agent shall be entitled to commission in accordance with the provisions of this Agreement.
The commission payable to the Agent will be calculated:
(a) at the full rate on gross sums arising during the said period and until (whichever is the later) ten (10) years thereafter or until ten (10) years after the release of the first album recorded by the Principal pursuant to a recording agreement entered into during the said period or any renewal or extensions of such recording agreement and which album is otherwise commissionable hereunder.
(b) at one half of the full rate (15% plus VAT) on gross sums arising during a further period of five (5) years after the expiration of such ten (10) year period as herein before specified.]
4. The Principal agrees that during and throughout the said period the Agent shall be his/her sole and exclusive agent as mentioned in Clause 1 above, and that the Principal may not and will not during the said period engage any other person, firm or corporation to act for him/her in a similar capacity and the Principal will not act in such capacity. The Principal further agrees that he/she will refer all enquiries and offers of employment, hires and contracts for the Principal in the branches of the entertainment industry as mentioned in Clause 1 above from any other person, firm or corporation to the Agent. The Agent on his/her part agrees that he/she will negotiate all such enquiries or offers on the Principal’s behalf within the Agent’s discretion but so as not to prejudice in any way the Principal’s chances of obtaining such employment, hires or contracts should he/she desire to accept the same notwithstanding that some proportion of the Agent’s compensation may have to be paid to the said other firm, person or corporation.
5. The Principal shall provide the Agent with all necessary publicity material including, but not by way of limitation, the services of publicity agents as may be required for the Agent to procure employment or hires or contracts for the Principal. In the event of the Agent agreeing to assist the Principal in the purchase of such the advance may be recouped under the same terms as Clause 5. above.
6. The Principal shall indemnify the Agent and will keep him/her indemnified against all loss or damage which he/she may suffer by reason of the Principal’s failing to comply with the terms of this Agreement or with the terms of any engagement or contract arranged for the Principal’s services as aforesaid.
7. The Principal shall carry suitable Public Liability Insurance and will provide the Agent with a current copy of the certificate confirming cover and will also ensure that any electrical equipment provided by the Principal pursuant to Clause 5. above is covered by current PAT (Portable Appliance Testing) certification.
8. If at the end of the first nine consecutive months the Agent has failed to obtain for the Principal in bona-fide offer or offers of employment hires or contracts from responsible Hirers while the Principal was able and willing to accept such employment hires or contracts, either party hereto may within one (1) month after the expiry of such initial consecutive nine month period terminate the period of this Agreement by written notice to that effect and sent to the other party by Registered Post at his/her last known address.
9. After 2 years from the date hereof either party may terminate the period of this Agreement by giving to the other one (3) month’s notice in writing to that effect such notice to be given by Registered Post to the addressee’s last known address.
10. This Agreement shall be interpreted under and pursuant to the laws of England. However, should any dispute arise between the parties, it is agreed that it shall be submitted to Arbitration. The Arbitration Board to consist of one member to be appointed by Equity and one member to be appointed by the Council of The Agents’ Association (Great Britain) with an independent Chairman.
11. This instrument constitutes the entire agreement between the Principal and the Agent and no statement, promise or inducement made by any party hereto which is not contained herein, shall be binding or valid, and this contract may not be enlarged, modified or altered except by separate agreement in writing, signed by both parties hereto.
12. The Principal warrants that he/she is free to enter into this agreement and has taken legal and/or-professional advice regarding the content of this agreement before signing same.
13. Wherever the context allows the singular includes the plural in this Agreement.
The Agent is registered for Value Added Tax and the agreed tax must be added to the Commission payable under this Agreement.
The copyright of this form is vested in The Agents’ Association (Great Britain)