Terms & Conditions

An agent (or Agency) is a person appointed by another to act on their behalf.

An exclusive agent (or Agency) means that the person appointing the Agency must refer all business to the Agency and not deal with it themselves.

The agent (or Agency) must always act in the best interests of the person appointing them and always in the name of the person appointing them and not their own.

1. Definitions

   1. The following words shall have the following meanings:

Agency Appointment: the Agency’s Appointment sheet or any letter appointing the Agent;

Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person (or persons):

• by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or

• by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,

and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it;

Client: a person (defined on the Agency Appointment) who requests the assignment;

Contract: these Terms and the Agency Appointment;

Terms: these terms;

Trial Period: the first 6 months from the first appointment of the Agency;

House Accounts: Clients who, either because the illustrator has an existing relationship with them or for some other reason, it is agreed will be treated on a different basis;

Territory, Start Date, Minimum Term, Account Date, Accounts Date, Artist, Marketing Authority and Advertising and Marketing Fees: as defined in the Agency Appointment.

1. In these Terms the singular shall include the plural and vice versa.

2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives or successors.

1. Agency Appointment

   1. The Artist appoints the Agency to act as their agent for the Territory on these Terms from the Start Date for at least the Minimum Term.

   2. The Artist acknowledges that the Agency transacts all and any business (including accepting assignments) solely on their behalf and not on its own account. Accordingly the Agency does not guarantee the payment by the Client for any assignments.

   3. The Artist and the Agent agree to act in good faith towards each other.

2. Obligations of the Agent

   1. The Agency will, within the Territory:

      1. Promote the Artist as widely as possible;

      2. Maintain reasonable contact with current and former Clients of the Artist;

      3. Negotiate new assignments and offer them to the Artist;

      4. Contract for assignments on the Artist’s behalf using its standard terms where practicable;

      5. Liaise with Clients during the creation of assignments;

      6. Invoice Clients for assignments created by the Artist;

      7. Account for all items of expenditure for marketing and advertising purposes, including any promotional costs;

      8. Collect payment and account to the Artist as described below; and

      9. If the House Account commission rate is not 0% then the Agency will manage House Accounts in the same way as it manages other Clients.

   2. The Agency may:

      1. Represent any other artist; and

      2. Expend small amounts of money on the Artist’s behalf for marketing and advertising purposes without reference to the Artist not exceeding the Marketing Authority (if any) shown on the Agency Appointment.

   3. The Agency may not agree assignments without the consent of the Artist.

4. Obligations of the Artist

   1. The Artist will:

      1. Provide full details of all current and former Clients who are or were a Client of the Artists within the period of 12 months prior to the Start Date of the Artist upon signing the Agency Appointment;

      2. Provide reasonable samples of their current work to the Agency and, upon request, update the same;

      3. Inform all Clients or prospective clients that approach the Artist direct that the Agency is their agent and refer them to the Agency and make it clear that all negotiations and agreements to assignments are carried out only through them;

      4. Ensure that any advertising, promotional material and their website displays with reasonable prominence the facts that the Agency is their agent and that all commercial enquiries should be directed to it;

      5. Keep the Agency updated regularly, and on request, as to their availability for assignments;

      6. Respond to all enquiries about assignments and offers of assignments from the Agency promptly;

      7. Complete all accepted assignments on time, in accordance with the terms of the assignment and to a professional standard;

      8. Not to re-use any assignment, introduced by the Agency, for self promotional or any commercial purpose without the consent of the Client concerned;

      9. Provide any expenses details required for invoicing a Client;

      10. Pay the Advertising and Marketing fees if any;

      11. Re-imburse agreed expenses and small sums paid out by the Agency upon request;

      12. Provide details of any other Agent appointed in respect of another territory and permit co-operation; and

      13. Manage House Accounts themselves if the commission rate is 0%.

   2. The Artist will not:

      1. Unreasonably refuse assignments;

      2. Appoint any other agent in the Territory;

      3. Accept any assignments directly from Clients in the Territory; or

      4. Agree with Clients variations to assignments without consulting first with the Agency.

5. Finances

   1. The Agency will be entitled to commission calculated on all sums paid by Clients whether for assignments, image licences, copyright assignments, royalties or otherwise at the rate set out in the Agency Appointment. Commission on payments from House Accounts will be due at the rate shown.

   2. On request, and in any event annually, the Agency will send to the Artist:

      1. A schedule of all payments received by the Agency in the period, if requested by the Artist;

      2. A calculation of commission due to the Agency; and

      3. A list of all outstanding invoices for the Artist’s artwork.

   3. The Agency will pay the Artist on the Accounts Date.

   4. The Agency is entitled to retain out of all sums received for the Artist:

      1. Commission at the rates set out in the Agency Appointment;

      2. Any Advertising or Marketing Fees set out on the Agency Appointment or agreed by the Artist;

      3. Re-imbursement of agreed expenses; and

      4. Re-imbursement of small sums expended.

   5. The Agency does not guarantee the collection of any particular invoice but will use all reasonable methods to collect the same. Court proceedings against a Client will not be started without the permission of the Artist and these costs will be shared between the Agency and the Artist in the same proportions as payments from the Client.

   6. Overdue payments shall bear interest at 2% per annum above Nat West’s then current base lending rate from the due date. This clause shall not apply to payments that the defaulting party contests in good faith or where non payment is due to the Agency not being paid by the Client.

   7. The Agent may set-off amounts due to the Artist against amounts owed to the Agency by the Artist.

6. Fair Dealing

   1. The Artist confirms that they are free to enter into this Contract and so doing will not be a breach of any other contract.

   2. The Artist warrants that:

      1. Reproduction by the Agency of the samples of work provided by the Artist; and

      2. Any images submitted for resale or commercial reproduction,

will not breach the rights of any other person or be contrary to the law.

1. Both the Agency and the Artist shall keep the details of this Contract, all details of all dealings between the parties, information provided in confidence (as well as the details of assignments accepted and rejected) and the names of Clients and prospective Clients (Confidential Information) confidential except in so far as the information is public knowledge without breach of this Contract.

2. The Agency and the Artist may disclose the other party’s Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract and shall ensure that they comply with clause .

3. The Artist agrees not to appoint as their agent or permit the involvement in negotiations or agreements to assignments, any person, or any Agency employing any person, who has been involved with negotiation of their assignments on behalf of the Agency, within 6 months of the termination of this Contract without the prior written consent of the Agency.

4. The Artist, or their accountant, shall have the right to inspect, during working hours, the books of the Agency relating to the dealings with or for the Artist once in any calendar year after giving at least 48 hours notice in writing. The cost of such inspection will be borne by the Artist (including any reasonable cost incurred by the Agency) unless an error in excess of £100 is discovered, in which case the Agency will bear the reasonable costs of the inspection.

5. The Artist confirms that all works provided as samples or as a result of assignments will be original, not infringe any third party intellectual property rights and neither be obscene or defamatory. The Artist agrees to indemnifies the Agency against all claims made by Clients or other third parties in respect of any claim in respect of their conduct, work or the breach of any accepted assignment in respect of any breach of this clause .

1. Termination

   1. Either party may terminate this Contract by giving 6 months notice after the end of the Minimum Term. If no Minimum Term is specified then it will be one year from the Start Date.

   2. Except as stated in clause below, after the termination of this Contract the Agency will be entitled to commissions on payments in respect of assignments introduced to the Artist by the Agency for the period of 12 months from termination and the Agency shall be entitled to invoice such Clients and to account to the Artist as above. This clause shall not apply to termination in accordance with clauses or .

   3. The period of 12 months in clause is extended for the full term of copyright protection where the assignment is or becomes a series of connected works (including any derivative work or adaptation of such work) and at least one work forming part of the assignment had been created prior to the end of the 12 months in clause .

   4. Either party may terminate this Contract by giving one month’s notice during the Trial Period.

   5. If there is a Change of Control of the Agency, either party may terminate this Contract by giving 6 months’ notice at any time within three months from the date on which the Change of Control occurs.

   6. Either party may terminate this Contract by 7 days notice in writing if:

      1. The other party commits a breach of any material term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; or

      2. The other party repeatedly breaches any of the terms of this Contract 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 of this Contract or a current assignment; or

      3. The other party suspends payment of its debts or is unable to pay its debts as they fall due; or

      4. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party; or

      5. The other party, being an individual, is the subject of a bankruptcy petition or order; or

      6. The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

      7. The other party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his affairs.

   7. Upon termination (or request) the Agency will use its best endeavours to make available for collection by the Artist during business hours any samples supplied by the Artist but will not be liable for any failure to return the same.

   8. After termination all enquiries received by the Agency will be forwarded to the Artist or as they direct.

2. Notices

   1. Notices under this Contact shall be given to the address set out on the Agency Appointment unless a party has provided a replacement address in writing.

   2. Notices may only be given in writing by first class prepaid post, in person or by email and will be deemed to have been received 2 working days after despatch in the case of post and the next working day in the case of personal delivery or email, provided, in the case of email, a confirmatory first class prepaid letter is sent within three working days of the email being sent.

3. Third Parties