“Agreement” means these Terms of Business and the attached Proposal.
“AWIP” or “AWIP Creative” means AWIP Creative LTD, Company no. 14540092
“Artist” means the name, registered office and registered number defined in the Proposal as the Artist's contracting entity.
“Confidential Information” means information marked in writing as confidential supplied to AWIP by Artist.
“Deliverables” means the tangible final output of the Project that is defined as a Deliverable in the Proposal.
“Intellectual Property” (or “IP”) means copyright, registered and unregistered design rights, registered and unregistered trademarks and database rights.
“Project” means the services carried out as described in the Proposal.
“Proposal” means the proposal for services attached to these Terms of Business, as amended from time to time by agreement between the parties.
“AWIP Team Member” means member, employee, or consultant of AWIP.
2. Contractual Parties
2.1 This Agreement sets out the terms on which AWIP will provide its services to the Artist.
2.2 The terms of this Agreement are effective from the outset of AWIP’s relationship with Artist in connection with the work contemplated in the Proposal. Pending receipt by AWIP of Artist’s countersigned copy of the Agreement, Artist’s continued instructions will amount to Artist’s acceptance of the terms of the Agreement.
2.3 Any advice given to Artist or other work undertaken for Artist by AWIP Team Member will be given or undertaken by that person on behalf of AWIP and not in his or her individual capacity. AWIP’s AWIP Team Member do not owe a personal duty of care nor assume any personal responsibility for the advice or other work.
2.4 Artist hereby agrees not to bring any claim in respect of loss or damage suffered by it out of or in connection with AWIP’s services against any AWIP Team Member. This restriction will not operate to limit or exclude the liability of AWIP for the acts or omissions of any such AWIP Team Member. It is agreed that any such AWIP Team Member will have the right to enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999.
2.5 Nothing in the Agreement, however, excludes or limits any claim Artist may have against AWIP Team Member for fraud.
3. Confidentiality
3.1 AWIP shall use Confidential Information disclosed by the Artist to AWIP under this Agreement only for the performance of its duties or exercise of its rights under this Agreement and shall not, for a period of three years from the date of disclosure permit disclosure to any other person without the prior written consent of Artist, save for disclosure in confidence to AWIP Team Member who need to have access to it to perform AWIP’s duties under this Agreement.
3.2 The provisions of clause 3.1 shall not apply to Confidential Information which: (i) was either known to AWIP before receipt or is independently derived by AWIP Team Member who had no reference to the Confidential Information; (ii) is in the public domain; (iii) enters the public domain through no wrongful act by AWIP; (iv) is lawfully received from a third party; (v) is required to be disclosed in order to comply with the law; or (vi) is received after AWIP notified Artist in writing that AWIP did not wish to receive further Confidential Information.
4. Costs
4.1 An estimate of professional fees and related material costs and expenses for this Project are provided in the Proposal and will remain valid for three months from the date of submission. The estimate is not an offer to perform the Project within a fixed time or at a fixed price.
4.2 Artist understands that failure to act upon its obligations under this Agreement in a timely and competent manner, and to complete any tasks reasonably requested of it by AWIP, could result in longer timescales and greater costs.
4.3 Professional fees are related to the time spent by AWIP Team Member engaged on the Project. Materials and expenses directly associated with the Project, including travel and subsistence, equipment purchased, equipment hired, materials, software licences, will be charged separately with a handling charge of 15 per cent.
4.4 Unless agreed otherwise, AWIP will invoice Artist according to the schedule in the Proposal. Payment of invoices will fall due within 30 days of the date of invoice without deduction. Interest on overdue amounts shall be payable at a rate of 1.5% per month. AWIP has the right to suspend work if payment is overdue.
4.5 Equipment purchased by AWIP on behalf of the Artist will remain the property of AWIP until all Project costs have been paid in full.
5. Intellectual Property
5.1 Subject to clause 5.3, IP in the Deliverables from the Project will be assigned to the Artist.
5.2 Notwithstanding delivery, the Artist (i) has no right to use any part of the Deliverables or results of the Project, and (ii) will not receive title to Deliverables and IP, until payment of all outstanding sums is made in full.
5.3 AWIP does not warrant that its work or Deliverables will be outside the scope of any third party IP.
6. Termination
6.1 Either party may terminate the Project at any time giving one week's notice in writing. During the notice period AWIP will bring the Project to an orderly close. If the Artist terminates the Project before completion, the Artist will be liable for any AWIP Day Rates not covered by the Deposit plus any additional expenses incurred by AWIP during the notice period.
7. Liability
7.1 It is Artist’s sole responsibility to ensure that the results of the Project are suitable for its needs and are compliant with any applicable legal requirements.
7.2 Artist agrees to indemnify and hold AWIP harmless from and against all claims and demands resulting from (i) any third-party claim relating to misuse of the third party’s copyright or IP which has been supplied by the Artist to AWIP or is in the Deliverables from the Project ; (ii) damage or loss resulting from the use of the deliverables of the project; (iii) all direct and indirect damages losses, liabilities, costs and expenses arising from the above, including legal costs, (iv) loss or damage to any equipment owned or rented to the Artist that is being used by AWIP to fulfil the project.
8. AWIP Team Members
8.1 Artist shall not, without prior written consent from AWIP, offer employment, partnership, membership, or consultancy contract to any AWIP Team Member either during the Project or within six months of its completion.
9. Touring
9.1 Where touring is considered on behalf of the Artist, outside of where the member of the AWIP Team normally resides, the following will apply.
9.2 Transport. The Artist will provide comfortable transportation for all members of the AWIP team where necessary.
9.3 Flights. On all flights an AWIP Team Member will have one piece of personal hand luggage. This cannot be replaced or substituted with touring equipment of any kind. Trips in excess of three (3) nights will include provision for an additional piece of personal hold luggage. Seating preferences and dietary requirements should always be met without exception. Any and all requirements will be detailed within the AWIP Personnel Information Sheet which you will receive from us at the point of engagement.
9.4 Out-of-hours Transport. In the event a call time is before 0830 the AWIP Team will use appropriate private transport at the cost of the Artist. In the event a tour provided transportation arrival time in London is after 2100, the AWIP Team will use appropriate private transport at the cost of the Artist. Out of Hours transport costs will be recouped after the Tour by way of Receipt. If AWIP personnel's final destination is not situated in London the Artist will provide an appropriate hotel until reasonable Public Transport is available the following day. Arrival time means when security has been cleared, baggage retrieved and the person in is the arrivals hall. If 3 or more Out-of-Hours transport fees are covered by AWIP or AWIP Team Members a 15% handling fee will be charged.
9.5 Accommodation. AWIP personnel will be housed in no less than 3-star, pre-paid accommodation, with a room to themselves.Free or fully subsidised Wifi will be provided and breakfast will be included.
9.6 Per Diem. You will provide a reasonable per diem to cover sundry day-to-day costs for touring personnel.
9.7 Catering. Where the tour does not provide catering you will provide any AWIP personnel with adequate food buyout to cover breakfast, lunch and dinner. Buyout monies are to be entirely separate to the per diem. You will ensure three (3) meals a day are provided and that suitable breaks are built into any working day in order for them to be eaten. There must be hot options for both lunch and dinner.
9.8 Role. No member of the AWIP team will be expected to “double-up” without the express permission of AWIP’s management team and the team member in question.This includes driving.
9.9 If, for the welfare of AWIP Team Members, any of the above are covered by AWIP, a 15% handling fee will be charged.
10. Equipment
10.1 It is the responsibility of the Artist or their management to ensure all equipment is insured, properly cased and securely stored.
10.2 AWIP Team Members do not take responsibility for overnight storage or transport to and from the tour.
10.3 AWIP takes no responsibility for damage, loss or theft of the Artist’s property.
10.4 The Artist will provide all equipment necessary for the execution of their show. If for any reason this isn’t possible the appropriate equipment must be hired.
10.5 AWIP Team Members will not be expected to use personal equipment as the primary part of any show.
11. General
11.1 Publicity. AWIP is proud to promote its work and Artists to mutual benefit. From the start of the project AWIP will be able to use Artist’s name, logo and images on its publicity material, social media accounts and web site. Once the results of the project enter the public domain, AWIP will be able to publicise its work in the project.
11.2 These terms and the Proposal constitute the entire agreement between the parties.
11.3 All amendments of this Agreement shall be agreed in writing. Receipt of a purchase order, signature of a delivery note, or other similar reference to alternative terms shall not constitute a variation of this Agreement.
11.4 The Agreement will be governed by the laws of England and the parties shall submit to the jurisdiction of the English courts.
Out of Hours Artist Tabs
We understand that sometimes things come up last minute that need to be dealt with by our team outside of the days initially agreed. This could be a quick bit of support getting a show file running or needing last minute bounces of live recordings.
To support this we set up an Out of Hours Tab for a all Artists. Each short form engagement will be logged and we will bill for this time at the end of each month. You will be charged at the rate of your Artist Level and a day will be considered 7 hours on your tab. Any incomplete days will be rounded up.
You can request a statement of the hours on your tab from the AWIP Team.