THIS AGREEMENT is made this day between (the “Client") and Gems Agency Limited, company number whose registered office is 104 Plymouth Road, Penarth, Vale of Glamorgan, CF64 2AA and whose address for service of notices is Studio 5, Stangate House, Penarth, Vale of Glamorgan, CF64 5DL (the “Agency” or “Agent”)
The parties hereby agree as follows:
The terms used throughout this Agreement shall have the following meanings:
2.1 The Agency is operating as an employment agency as defined in the Act and the Regulations. The Client appoints the Agency to act as its sole agent within the Entertainment Industry for the Term for the purposes of providing the Agency Services to the Client.
2.2 Without prejudice to the remaining provisions of this Agreement the Client reserves the right to accept or refuse any potential Engagement or any particular term of it providing that the Client states this to the Agent in unambiguous terms prior to entering into or authorising the Agent to enter into a contract with any Third Party.
2.3 The Client irrevocably authorises the Agency to sign agreements for Bookings on behalf of the Client and to receive Client Earnings.
3 CLIENT’S OBLIGATIONS
3.1 During the Term the Client:
4.1 During the Term and subject to the performance by the Client of the Client’s obligations under this Agreement, the Agency shall:
5.1 The Agency is authorised on a sole and exclusive basis to receive Client Earnings from Engagements. In consideration of the Agency Services provided by the Agency to the Client under this Agreement, the Client agrees to pay Commission to the Agency, but subject to clause 5.2 the Client shall not otherwise be charged for the Agency Services.
5.2 Commission shall be payable by the Client to the Agency in respect of all Engagements including those the Booking of which occurred prior to the expiry or termination of this Agreement.
5.3 The Agent will send to the Client the Net Client Earnings no later than the end of the second business day on which the Client Earnings were actually received by the Agent (or if received by way of cheque made payable to the Agency the day on which such cheque clears). Alternatively, it shall place the net Client Earnings in a designated client account and shall send the Net Client Earnings to the Client within ten days beginning on the day the Client Earnings were received by the Agency (or if received by way of cheque made payable to the Agency the day on which such cheque clears)
5.5 In the event that Client Earnings are paid direct to the Client by a Third Party, the Agency shall be entitled to invoice the Client in respect of the Commission due.
5.6 Net Client Earnings are held by the Agency as trustee for the Client
7.1 This Agreement shall terminate forthwith upon service of written notice to that effect by the
7.2 The Client shall be entitled to immediately terminate this Agreement without detriment or penalty at any point during the Cooling Off Period by giving notice to the Agency in writing. The Client shall not be charged the Commission should he/she terminate during the Cooling Off Period.
7.3 The expiry or termination of this Agreement shall be without prejudice to any rights and remedies which have already accrued to either of the parties under this Agreement. Commission which has fallen due shall continue to be payable.
Each of the parties warrants that it has the power to enter this Agreement and has obtained all necessary approval to do so.
9.1 Save for either party’s payment obligations, the obligations of the parties shall be suspended for the duration of the event in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties (“Force Majeure Event”). The affected party shall notify the other immediately in writing giving details of the Force Majeure Event.
9.2 Upon the occurrence of a Force Majeure Event, all sums payable under this Agreement shall become immediately due.
9.3 In the event that a Force Majeure Event continues for a period of 30 consecutive days, either party may terminate this Agreement on 7 days written notice.
This Agreement contains the entire agreement between the parties as to the subject matter thereof and supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the commencement date.
No variation or amendment to this Agreement shall be valid unless signed in writing by an authorised representative of the parties.
The failure by the Agency to enforce at any time or for any period any one or more terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and, to that extent, the provisions of this Agreement shall be severable.
Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post and shall be deemed to have been received by the addressee within 48 hours of posting.
The parties are not partners or joint ventures, nor is the Agent able to act as Agent of the Client save as authorised by this Agreement.
This Agreement and all rights under it may be assigned or transferred by the Agency.
A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement shall be governed by the laws of England and Wales and the courts in Cardiff, Wales shall have exclusive jurisdiction over any dispute arising out of, or in connection with, this Agreement.
SIGNED BY: (On behalf of the Agency)
SIGNED BY: (On behalf of the Client)