This is an agreement between Khandiz Joni Towill t/a Vuja De Creative of 14c St Mary’s Road, London (“the Artist”) and “the Client” as set out in the booking form below.
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Artist to do the following: to provide Hair & Makeup, Hair and/or Makeup or Body Painting Services described in the Booking Form of this Agreement as the “the Job” on the basis of the terms set out in this Agreement.
1.2 Schedule. The Artist will begin and complete work on the dates specified in the Booking Form.
1.3 Payment. The Client will pay the Artist a non-returnable flat fee per day, plus any applicable overtime as specified in the Booking Form.
1.3.1 Fees are charged as follows:
a. By day, where a ‘day’ is a 9-hour period (including one hour for lunch) between 7am – 4pm, 8am – 5pm or 9am and 6pm, unless agreed prior to the shoot;
b. If no lunch break is given, a standard hourly rate will be added to the invoice;
c. An extra hour between 9am and 6pm is charged at the normal hourly rate. The hourly rate is calculated by dividing the day rate by 10. The appropriate overtime rate is charged before and after the allocated call and wrap time, being one-and-a-half (x1.5) times the hourly rate;
d. Sundays or Bank Holidays are charged at double the hourly rate;
e. Half day bookings are charged at seventy per cent (70%) of full day rates. Any booking which is over 4.5 hours will be charged at the day rate as set out in the Booking Form;
f. Travel times exceeding one hour, that the artist incurs to or from a client’s venue, will be charged at half the hourly rate.
1.4 Expenses. The Client will reimburse the Artist’s expenses. Expenses need to be pre-approved by the Client. In the case the Client does not provide Petty Cash to purchase legitimate items, the Client will incur an uplift fee of ten per cent (10%) of the total amount of the expenses.
1.5 Invoices. The Artist will invoice the Client at the end of the project. The Client agrees to pay the amount owed within 30 days of receiving the invoice unless longer payment terms are stipulated in the Booking Form in line with the Client’s payment policy. The Contractor shall be entitled to charge, and the Client shall pay, interest on any unpaid amount from the due date until payment is received at a rate of 8.0% per month on the outstanding amount.
1.6 Location and International Bookings. The Client must provide transportation to and from the Job location for the Artist and safe, individual accommodation and meals for overnight stays, unless otherwise agreed in writing.
1.6.1 If the Client fails to provide such transport, appropriate accommodation and meals, the Artist shall be entitled to re-charge the cost of the transport and/or accommodation and meals procured for the Artist or its Assistants.
1.6.2 If the Artist is on location and is prevented from returning home, half the daily fee will be charged to and payable by the Client for each day that the artist is unable to return to London.
1.6.3 If the Artist is required to work additional days to those outlined in the Booking Form, the Client will be charged the full day rate, plus any overtime incurred.
2.1 The Client Owns The Work Product. As part of this job, the Artist is creating “work product” for the Client. To avoid confusion, work product is the finished hair and makeups looks, as well as drafts, notes, materials, mockups, designs, and anything else that the Artist works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practise—as part of this project, whether before the date of this Agreement or after. The Artist hereby assigns to the Client this work product for the Usage specified in the Booking Form once the Client pays for it in full. All other rights to work product as part of the Job (whether or not they are part of the final photographs or moving imagery) that are not defined in the Booking Form may incur additional fees should the Client exploit the usage terms of the Agreement.
2.2 Artist’s Use Of Work Product. Once the Artist assigns the work product to the Client, the Artist does not have any rights to it, except those that the Client explicitly gives the Artist here. The Client gives the Artist permission to use the work product as part of the Artist’s portfolio and websites, in galleries, and in other media, so long as it is to showcase the Artists’ work and not for any other purpose. The Artist is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client will provide the Artist with good quality digital files of the finished photographs or moving imagery with any branding, if it exists. The Client is not allowed to take back this license, even after the Agreement ends.
2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Artist each time it publishes the work product.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
3.3 Artist Will Comply With Laws. The Artist promises that the manner it does this job, its work product, and any background IP it uses comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under this Agreement.
3.4 Client-Supplied Material Does Not Infringe. If the Client provides the Artist with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
3.5 Service Standard. The Artist will perform its work under this contract with all due skill, care and ability and in accordance with best practice in the Artist’s industry.
3.6 Client Premises or Job Location. To the extent that the Artist is required to work at the Client’s premises, the Artist shall comply with the health and safety policies and procedures notified to it by the Client, provided that the Client has notified the Artist of such health and safety procedures in writing prior to the Job.
4. TERM AND CANCELLATION.
4.1 Term and Termination. This Agreement ends on end date specified in the Booking Form, unless the Client or the Contractor ends the contract before that time. The following sections don’t end even after the Agreement ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information); 8 (Indemnity); and 9 (General).
4.2 Cancellation by the Client. Cancellation may be made without liability to the Client by written notice to the Artist not less than fourteen (14) days before the job commencement date, provided no paid work was turned away based on the confirmation on the Job.
If any cancellation takes place less than fourteen (14) working days but more than forty-eight (48) hours before the first working day, then fifty per cent (50%) of the agreed fee shall be paid to the Artist by the Client.
Cancellations made less than 48 (forty-eight) hours before Job is set to commence, will incur a one-hundred per cent (100%) charge.
In the event that the Job has to be rescheduled due to circumstances outside of the Clients control, the Artist agrees to accommodate the Client’s new Job dates if;
a. the Artist is available on the new proposed dates and;
b. the Artist has not turned away paid work on the original Job dates. In such instances, the Artist reserves the right to charge the Client a flat fee of £150 per day for the original Job dates. The Artist is required to provide proof of any lost bookings in order to claim the above.
4.3 Cancellation by the Artist. The Artist undertakes to notify the Client as soon as is reasonably practicable if the Artist is unable to provide the services due to illness or injury. The Artist will endeavour to find a suitable replacement.
5. INDEPENDENT CONTRACTOR.
The Client is hiring the Artist as an independent contractor. The following statements accurately reflect their relationship:
The Artist will use its own equipment, tools, and material to do the work (except when specified as a requirement for the Clients insurance policy against COVID-19) .
The Client will not provide the Artist with any training.
The Client and the Artist do not have a partnership, principal-agent or employer-employee relationship.
The Artist cannot enter into contracts, make promises, or act on behalf of the Client.
The Artist is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
The Artist is responsible for its own taxes.
The Client will not withhold social security national insurance contributions or make payments for disability insurance, unemployment insurance, workers compensation or any similar compensation/insurance for the Artist or any of the Artist’s employees or subcontractors.
6. CONFIDENTIAL INFORMATION.
6.1 Overview. This Agreement imposes special restrictions on how the Client and the Artist must handle confidential information. These obligations are explained in this section.
6.2 The Client’s Confidential Information. While working for the Client, the Artist may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Artist promises to treat this information as if it is the Artist’s own confidential information. The Artist may use this information to do its job under this Agreement, but not for anything else. For example, if the Client lets the Artist use a customer list to contact for involvement on the Job, the Artist cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Artist written permission to use the information for another purpose, the Artist may use the information for that purpose, as well. When this Agreement ends, the Artist must give back or destroy all confidential information, and confirm that it has done so. The Artist promises that it will not share confidential information with a third party, unless the Client gives the Artist written permission first. The Artist must continue to follow these obligations, even after the Agreement ends. The Artist’s responsibilities only stop if the Artist can show any of the following: (i) that the information was already public when the Artist came across it; (ii) the information became public after the Artist came across it, but not because of anything the Artist did or didn’t do; (iii) the Artist already knew the information when the Artist came across it and the Artist didn’t have any obligation to keep it secret; (iv) a third party provided the Artist with the information without requiring that the Artist keep it a secret; or (v) the Artist created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Client and the Artist each have access to confidential information that belongs to third parties. The Client and the Artist each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Artist is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
6.4 Data Protection. Each party shall comply with its relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in connection with this contract.
7. HEALTH & SAFETY AND INSURANCE.
7.1 Responsibility by the Client. The Client is responsible for the health, safety and wellbeing of the Artist while it’s engaged in work for the Client.
7.2 The Client. The Client confirms they have all the necessary insurances required (including for COVID-19 related claims) and have performed all reasonable health and safety checks to ensure the Artist’s safety and wellbeing during the term of this Agreement.
7.3 The Artist. The Artist confirms that the Artist has suitable public liability insurance covering the Artist against the reasonable risks of public liability arising from the provision of the Artist’s services, with the exception of COVID-19 related-claims.
8.1 Client Indemnity. In this Agreement, the Artist agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Artist has done under this Agreement; (ii) a breach by the Artist of its obligations under this Agreement; or (iii) a breach by the Artist of the promises it is making in Section 3 (Representations).
8.2 Contractor Indemnity. In this Agreement, the Client agrees to indemnify the Artist (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.
8.3 Conduct of Claims. In respect of any indemnity claim pursuant to this Section, the indemnified party shall: (i) promptly notify the indemnifying party of the relevant claim; (ii) not make any admission or otherwise compromise or settle the claim; and (iii) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the claim.
9.1 Assignment. This Agreement applies only to the Client and the Artist. The Artist cannot assign its rights or delegate its obligations under this Agreement to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Artist without the Contractor’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
9.2 Mediation. If a dispute arises about this contract, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.
9.3 Modification; Waiver. To change anything in this Agreement, the Client and the Artist must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.4 Notices. (a) Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a London business day at the location specified in the address for that party, or on a day that is not a London business day, then the notice is considered received at 9:00am on the next business day.
9.5 Severability. This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.
9.6 Third Party Rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.
9.7 Signatures. The Client must sign this document using the e-signing system to instigate the booking. The Artist will review the Booking Form and provide the client with a final Contract for both parties to sign for the Contract to be binding.
9.8 Governing Law. The laws of England and Wales govern the rights and obligations of the Client and the Artist (both contractual and non-contractual) under this Agreement, without regard to conflict of law principles. The courts of England and Wales shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this contract.