Terms of Business

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Terms of Business
Sample Contract
Additional Contract Clauses

1. Terms of Business – Strada Music International Ltd

Company Number 14718108

We are registered with the Information Commissioners Office (ICO) to collect, retain, store and pass on personal information on Artists, Hirers, Suppliers and other Agents in accordance with the General Data Protection Regulations 2018.

The Background

On 17 December 2003, The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (Regulations) were made.

The Regulations provide that agents within the industry provide their standard terms of business in writing to each promoter or venue with whom they deal.

The Terms of Business cover those terms set out in the Regulations that we are required to provide you with in order to comply with these Regulations. All definitions and Additional Terms are set out below.

The Agreement

These Terms of Business do not contain the entire agreement between us but simply the principal terms under which we operate. If we agree any further terms, these will be agreed in writing.

DEFINITIONS

Artist

Any artist with whom you contract or wish to contract in relation to (one or, a series of) Engagements.

Engagements

Any appearances, engagements or (series of) that you will provide for the Artist.

Fees

Any fees to be paid by you to the Artist (or to us or any third party on the Artist’s behalf) including but not limited to any expenses, advances, deposits, guarantees and overages and including any VAT or other sales tax payable on such amounts.

Regulations

The Conduct of Employment Agencies and Employment Businesses Regulations 2003

Terms of Business

The standard Terms of Business set out below.

We/us

Strada Music International Ltd.

You

The Promoter/Booker

TERMS OF BUSINESS

Services

1.1 We have been appointed as the agent for the Artist.

1.2 For the purpose of the Regulations, we act on the Artist’s behalf as an employment agency and not as an employment business.

1.3 We are not authorised to enter into or sign any agreement with you on the Artist’s behalf. We will not enter into agreements with the Artist on your behalf.

1.4 We will negotiate and agree with you the terms on which the Artist will perform any Engagement(s) and draw up the agreement between you and the Artist.

Payments/Deposits

2.1 You will, on our request, pay the whole or any part of the Fees to us on the Artist’s behalf or to any third party nominated by the Artist and notified by us to you.

2.2 Any deposit payable to the Artist for the Engagement(s) will be held by us in our client holding bank account and (subject to paragraph 2.3) will only be payable to the Artist on the day following completion of the Engagement to which the deposit related.

2.3 Unless you agree otherwise with the Artist, if you cancel or postpone any Engagement for any reason and the Artist was available to fulfil such Engagement, any Fees for that Engagement will be paid to the Artist (or to us or any third party) immediately on demand.

Performances

3.1 We are not responsible for the Artist’s attendance at any Engagement and we are not required to ensure that the Artist undertakes any obligations you agree with the Artist.

Information & Records

4.1 You will provide us with the following:

(a) such information as we require to confirm your identity and the identity of your business (including providing copies of your passport(s) and/or certificates of incorporation);
(b) the nature or name of the Artist;
(c) details and dates of any Engagements for which you wish to engage an Artist together with the venue & location of the Engagement and the duration of the Engagement;
(d) details of any possible risks involved for the Artist in it attending and performing at the Engagement (including a copies of risk assessments);
(e) any qualifications and requirements (if any) with which the Artist must comply (including the membership of any union or professional body);
(f) details of the Fees (and any expenses) you are prepared to pay the Artist and the payment schedule;
(g) details of any right for both you and the Artist to cancel or withdraw from any Engagement;
(h) confirmation of whether you will be acting as an employment agency or employment business (for the purpose of the above Regulations); and
(i) any other information that would be relevant to the Artist agreeing to undertake any Engagement.
(j) a full schedule for the artist including get-in times, stage times etc.

4.2 We are obliged to provide the information you provide to us under paragraph 4.1 to any potential Artist.

4.3 Based upon the information you have provided us, we will provide you with details of any legal requirements that must be fulfilled for you to be able to engage the Artist for any Engagement.

Travel & Logistics

5.1 You are aware that, by the nature of the Engagement, the Artist may be required to travel and live away from home for a period of time. In such case you will provide us with such information in relation to the Artist’s travel arrangements and accommodation (if any) as we reasonably require to satisfy ourselves that suitable provisions have been made.

5.2 If you provide (or promise to provide) travel for the Artist to any Engagement, you undertake to us (and will undertake to the Artist) to provide both travel to the Engagement and travel (or travel costs) for the return journey. You will provide any information we request in relation to such travel. If either we or the Artist are required to pay for any such return travel you will pay to us such costs on demand.

General

6.1 Any Additional Terms referred to in the definitions above shall form part of these Terms of Business.

6.2 Both we and you will be entitled to send any notices or other information we are required to give to the other by email to the email addresses set out in the definitions.

6.3 Nothing in these Terms of Business shall be enforceable by a third party solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a signatory to this Agreement other than the Artist.

6.4 These Terms of Business shall be governed by English law.

6.5 Each contracted show with Strada Music will have contract terms & conditions relating to that particular appearance – in conjunction with all of the above.

2. SAMPLE CONTRACT TERMS & CONDITIONS – STRADA MUSIC INTERNATIONAL LTD

TERMS AND CONDITIONS OF THIS BOOKING – PLEASE READ & SIGN EACH PAGE BEFORE RETURNING CONTRACT

STRADA MUSIC INTERNATIONAL Ltd – hereby afterwards known as (“Agent“) has prepared these terms and conditions, to outline the agreement between both engaged parties. Please contact us if clarification is required for any of the below clauses or seek legal advice before agreeing to them.

This contract (& terms and conditions) is sent to the “Purchaser” (as identified in the contract) for signature and should be returned within 14 days. A copy of this Contract is also sent to the Artist (as identified in the contract) and it is reminded that this is a contract between the “Artist” and the “Purchaser”.

Any booking WHETHER AGREED & CONFIRMED VERBALLY, ELECTRONICALLY OR IN WRITTEN CORRESPONDENCE will form a legally binding contract subject to the following terms and conditions of the booking.

1. Introduction

1.1 This contract is negotiated by the Agent and is made between the Purchaser and the Artist. In this respect, the Agent is acting as an employment agent in issuing this contract and will not be held responsible for a breach of this contract howsoever caused. The parties to this agreement agree to submit all disputes arising under this agreement to the exclusive jurisdiction of the courts of England and Wales.

2. Confirmation of the booking

2.1 All bookings take effect immediately upon acceptance of the booking by BOTH the Purchaser and the Artist, whether verbally, electronically or in writing (“Confirmation”).

2.2 If the Contract has not been signed or returned this is not sufficient to invalidate the booking or acceptance of these terms. Failure to return a signed contract within the stated time-frame automatically deems this agreement as valid & binding between both parties.

2.3 Any Rider, technical or otherwise, attached to this Contract is deemed a part of the agreement and signing of this contract also covers its content.

2.4 The Purchaser agrees to provide a full itinerary including names, addresses and phone numbers of the promoter/venue(s), also arrival times, soundcheck/line-check details, door open times and performance times – to be received no later than 2 weeks before the show date.

2.5 The Purchaser agrees to provide a minimum of 8 complimentary guest tickets – unless stated differently on the Artist rider.

2.6 The Purchaser will ensure that no professional photographs, audio or visual recordings of the performance are made without the prior knowledge and approval of the artist.

3. Changes to contract

3.1 Any changes to the Contract must be agreed by the Agent/Artist & Purchaser in advance of the Event Date.

4. Payment of fees

4.1 If a deposit is in place, it is due strictly by arrival date as indicated on invoice (details for payment are set out on invoice). The Deposit is normally non-refundable except in the case of termination of contract by the artist (clause 6).

4.2 Unless otherwise stated by the contract, the fee/balance is payable by bank transfer to the Agent on the day, or day immediately following the event. Fees payable should be NET of any and free of any local taxation and/or bank charges – please instruct your bank accordingly.

4.3 If any fee which the Purchaser is due to pay prior to the Event Date has not been received at least 5 working days before the Event Date, the Artist has the right to terminate this Contract without penalty and the Purchaser will forfeit any deposit already paid and remain liable for any cancellation fees due (see clause 5 below).

4.4 If the Artist’s fee includes/is built around a percentage of the box office receipts, all expenses must be fully documented, and if requested, receipts are to be provided to the Tour Manager/Artist representative/Agent. Failure to provide receipts will result in the expense not being accepted as a valid show cost.

5. Cancellations by the Purchaser – THE PURCHASER’S ATTENTION IS DRAWN SPECIFICALLY TO THE FOLLOWING CLAUSE:

5.1 The Purchaser shall have the right to terminate this Contract without penalty only in the case of a Force Majeure Event provided that the Purchaser informs the Agent as soon as reasonably practicable on becoming aware of the Force Majeure Event.

5.2 The Agent shall notify the Artist of any proposed cancellation as soon as reasonably practicable after being informed by the Purchaser.

5.3 Where the Purchaser has terminated (or is deemed to have terminated) the Contract, the Artist shall be free to secure an alternative booking on the specified date.

5.4 If the Purchaser does not cancel a Contract in accordance with clause 5.1 or for any reason other than a Force Majeure Event, the Purchaser shall be liable to pay a cancellation fee, in addition to loss of the Deposit, calculated as follows:

CANCELLATION PERIOD	CANCELLATION FEE
up to 6 weeks before Event date	50% of full fee
up to 4 weeks before Event date	75% of full fee
thereafter	100% of full fee

5.5 Any cancellation fees shall be paid to the Agent within 14 days of cancellation.

5.6 Any payment outstanding from the Purchaser will be referred to a debt recovery company and will be subject to a reasonable surcharge to cover administration fees and costs incurred. Such surcharge together with all other charges and legal fees incurred will be the responsibility of the Purchaser.

5.7 It is the Purchaser’s responsibility to ensure their venue at the Event Address can accommodate the Artist, together with any special requests outlined in this contract. Non-performance by the Artist due to impeding venue restrictions shall result in the Purchaser remaining liable to meet the obligations of this contract and any deposit paid will be forfeited.

6. Cancellation by the Artist
6.1 The Artist shall have the right to terminate this Contract if a situation of Force Majeure, serious illness or other ‘Act of God’ mitigating circumstance should arise.

6.2 The Artist shall inform the Agent as soon as reasonably practicable on becoming aware of a possible cancellation. The Agent shall notify the Purchaser as soon as reasonably practicable after being informed by the Artist and make best endeavours to resolve the matter.

7. Cancellation outside the reasonable control of the Purchaser or the Artist

7.1 In the instance of an occurrence caused by circumstances outside the reasonable control of the organiser resulting in the cancellation of the event, including without limitation; an act of God, act of terrorism, material threat of an act of terrorism, fire, flood, explosion, civil commotion or disturbance, war, storm, earthquake, strike, lock-out, or other industrial action, insurrections or riots, pandemic or epidemic, change in law, prohibition or imposition of requirements by any governmental body, any deposits paid by the organiser will either be refunded to the organiser or, upon agreement of the parties, rolled over to the organiser’s next event and any fees due shall not be payable.

7.2 Cancellation Due to Quarantine Regulations: The introduction of quarantine regulations by the home, transit or host country is considered force majeure. Where such regulations enforce an extended period of quarantine in home, host or transit countries The Artiste reserves the right to cancel at no cost to themselves. All moneys collected will be returned to The Promoter less any transit / flight cancellation fees. All effort will be made to minimise such losses.

8. Late payment of deposit

8.1 Failure by the Purchaser to pay any agreed Deposit within the terms specified may be deemed to be termination of the Contract by the Purchaser and clause 5.3 shall apply.

9. Late / non-payment of the balance

9.1 Failure by the Purchaser to pay the Artist/Agent within the terms specified will result in interest being charged on the balance due. The Artist/Agent reserves the right to add interest on late payments at 3% above the Bank of England base rate on a weekly basis.

9.2 A non-payment of the Balance will result in legal action and any reasonable payment outstanding from the Purchaser will be referred to a debt recovery company and will be subject to a surcharge to cover collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the Purchaser.

10. Complaints

10.1 Any complaint about the Artist’s fulfilment of the obligations must be made in writing to the Agent no more than 30 days after the Event Date. Full payment must still be made to the Artist/Agent as agreed in the contract. The Purchaser shall not be entitled to offset any discount it feels it is due against the payment of the Total Cost. Failure to pay the Artist within the terms of this Contract will incur charges outlined in clause 8 above.

10.2 Whilst the Agent cannot be held responsible for the actions or failures of either the Purchaser or the Artist, the Agent will use reasonable endeavours to settle disputes without the need for either party to take legal action against each other. Once a written complaint has been made by the Purchaser, the Agent will contact the Artist to discuss the complaint and request a written statement detailing their version of events. The Agent will act as mediator between Purchaser and Artist in order to come to an amicable agreement over any refund or expense which may be due. If the Agent cannot settle the dispute to the mutual satisfaction of both the Purchaser and Artist, both parties shall be entitled to take further legal advice and pursue any other course of action.

10.3 Any dispute between the Purchaser and the Artist based on changes to the contract/performance that were agreed by both the Purchaser and the Artist, but not confirmed by the Agent in writing, shall be dealt with between the Purchaser and the Artist directly. The Agent shall not mediate over these changes.

11. Changes on the Event Date

11.1 Where possible, changes to the contract which are unavoidable on the Event Date should first be discussed and agreed with the Agent. Should this not be possible, changes are to be agreed between the Purchaser and the Artist on Artist arrival, and prior to the performance. Any changes will be subject to these terms and conditions.

12. Future re-engagement of the Artist

12.1 The Purchaser agrees to negotiate all future bookings of the Artist with Agent whilst Artist is represented by said Agent.

13. Ticket Pre Sales & Sales Updates

13.1 The purchaser agrees to update the agent on a weekly basis of the total of all physical and online ticket sales prior to the event taking place, and advising if and when a show is close to, and at sell-out. This does not apply to festivals where multiple artists are performing under one ticket.

14. Equality, Diversity And Inclusion

14.1 According to the UK Equality Act (2010), it is illegal for people to discriminate, harass or victimise another person because they have any, or are perceived to have any of the nine protected characteristics defined as; age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, sexual orientation. Furthermore, they are encouraged to consider Equality, Diversity and Inclusion in their mission and policy. Where the UK Equality Act (2010) is directly contravened by The Promoter, or organisations directly hired by The Promoter, as pertaining to this event, this will be considered a breach of contract and a legitimate reason for The Artiste to cancel their performance. In these circumstances The Artiste will not be liable financially to The Promoter or any other organisation associated with this performance.

PLEASE CHECK DETAILS, SIGN AND RETURN CONTRACT TO:

Strada Music International Ltd

Tel: +44 (0)1377 780 480

Member: #994 The Entertainment Agents Association (Great Britain)

3. STRADA MUSIC INTERNATIONAL LTD – ADDITIONAL CONTRACT CLAUSES

The Promoter agrees to initial these additional contract clauses in the place indicated on this page and to return them attached to the main body of the contract. Any proposed alterations to the contract additional clauses rider must first be agreed with The Agency.

BILLING & ARTWORK: The Promoter agrees to use, in all advertising for the engagement, The Artiste’s name exactly as written on page one of this contract. Where The Artiste is headlining they must receive top billing. Where The Artiste is on the support billing then the position must be agreed in advance with The Artiste’s agent. F The Artiste reserves the right to approve all artwork. Where appropriate please contact The Agency for approval. Approved images, logos, etc can be obtained from The Agency’s website.
SUPPORT ARTISTS: For headline shows, The Promoter must discuss any support acts with The Agency before they are appointed. The Artiste reserves the right to approve support act(s).
SHOW COSTS: Where the contract deal is a percentage spilt after costs, then the estimate costs must be supplied at the time of booking. Final and accurate costs will need to be approved with this office prior to the final settlement.
VENUE PARKING: The Promoter agrees to provide secure parking space for The Artiste’s vehicles.
ARTISTE’S EQUIPMENT: Once The Artiste’s equipment has been set up, it is not to be moved without the express permission of The Artiste or The Artiste’s crew. The Promoter shall be solely responsible for any harm, damage, loss, theft or vandalism to The Artiste’s equipment once it has been set up and left on stage.
ELECTRICAL POWER SUPPLY: All stage power supplies used by The Artiste must be earthed and isolated from any other electrical equipment used in the venue including, but not limited to, the PA, lighting and heating. The Artiste will accept no responsibility for any power supply within the venue.
PUBLIC LIABILITY INSURANCE: The Promoter must have a public liability insurance policy in full effect for the duration of the engagement. The Promoter shall be responsible for any death, injury or accident incurred by The Promoter or The Promoter’s employees, however caused, for the duration of this engagement.
PA SUPPLIED BY THE PROMOTER: Where The Promoter agrees to supply the PA, it must be to the specifications in The Artiste’s technical rider. It must be supplied and ready with qualified technician(s) available from The Artiste’s arrival to their departure. Where The Artiste is travelling with their own sound engineer they must have full access from arrival. The Promoter’s technicians shall work under their direction. The soundcheck must be arranged in advance with The Artiste’s representative. Where there is insufficient time caused by technical issues The Artiste reserves the right to adjust show times. In the case of multi-billed events where The Artiste is not the headline act, a line-check may be appropriate, but only when agreed in advance with The Artistes representative.
STAGE CONSTRUCTION: The size of the stage must allow enough space as proportionately shown in the stage plan provided. The stage area should be of solid construction, flat and without irregularities. It must be clear of any obstructions and capable of supporting The Artiste’s equipment and personnel. In the case of outdoor performances The Promoter will ensure that the stage is properly covered and watertight. The Artiste’s stage equipment must remain absolutely dry.
INADEQUATE VENUE EQUIPMENT: If the equipment provided proves to be inadequate on the day of performance, The Artiste reserves the right to cancel their performance, in this instance the guaranteed fee will be payable immediately to The Artiste in full.
FOREIGN ENTERTAINERS TAX: Strada Music International Ltd is authorised by HMRC to arrange payment of any Foreign Entertainers Tax owed by The Artiste to Her Majesty’s Government. Any fees due to The Artiste by The Promoter may therefore be paid in full WITHOUT deduction of Withholding Tax. For further clarification please contact Strada Music International Ltd
LEGAL GOVERNANCE: This contract shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

END OF ADDITIONAL CLAUSES

Sign Here ……………………………………………………. Promoter

PRINT NAME ……………………………………………….

Venue / Company ……………………………………………