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Terms & Conditions

Website usage:

1. Introduction

1.1 These terms and conditions shall govern your use of our website.

1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3 If you [register with our website, submit any material to our website or use any of our website services], we will ask you to expressly agree to these terms and conditions.

1.4 [You must be at least [18] years of age to use our website; and by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least [18] years of age.]

1.5 [Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our [privacy and cookies policy].]

2. Credit

2.1 This document was created using a template from SEQ Legal (http://www.seqlegal.com).

3. Copyright notice

3.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

4. Licence to use website

4.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(d) [stream audio and video files from our website; and]

(e) [use [our website services] by means of a web browser,]

subject to the other provisions of these terms and conditions.

4.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

4.3 [You may only use our website for [your own personal and business purposes], and you must not use our website for any other purposes.]

4.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

4.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

4.6 [Notwithstanding Section 4.5, you may redistribute [our newsletter] in [print and electronic form] to [any person].]

4.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

5. Acceptable use

5.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e) [access or otherwise interact with our website using any robot, spider or other automated means;]

(f) [violate the directives set out in the robots.txt file for our website; or]

(g) [use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).]

5.2 [You must not use data collected from our website to contact individuals, companies or other persons or entities.]

5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is [true, accurate, current, complete and non-misleading].

6. Registration and accounts

6.1 [To be eligible for an individual account on our website under this Section 6, you must [be at least 18 years of age and resident in the United Kingdom].]

6.2 You may register for an account with our website by [completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you].

6.3 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.4 You must not use any other person’s account to access the website[, unless you have that person’s express permission to do so].

7. User IDs and passwords

7.1 If you register for an account with our website, [we will provide you with / you will be asked to choose] a user ID and password.

7.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3 You must keep your password confidential.

7.4 You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

8. Cancellation and suspension of account

8.1 We may:

(a) [suspend your account;]

(b) [cancel your account; and/or]

at any time in our sole discretion without notice or explanation.

8.2 You may cancel your account on our website [using your account control panel on the website].

9. Your content: licence

9.1 In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

9.2 You grant to us a [worldwide, irrevocable, non-exclusive, royalty-free licence] to [use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media / reproduce, store and publish your content on and in relation to this website and any successor website / reproduce, store and, with your specific consent, publish your content on and in relation to this website].

9.3 You grant to us the right to sub-license the rights licensed under Section 9.2.

9.4 [You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.]

9.5 [You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.]

9.6 [You may edit your content to the extent permitted using the editing functionality made available on our website.]

9.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

10. Your content: rules

10.1 You warrant and represent that your content will comply with these terms and conditions.

10.2 Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

10.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) [depict violence[, in an explicit, graphic or gratuitous manner];]

(m) [be pornographic[, lewd, suggestive or sexually explicit];]

(n) [be untrue, false, inaccurate or misleading;]

(o) [consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;]

(p) [constitute spam;]

(q) [be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or]

(r) [cause annoyance, inconvenience or needless anxiety to any person.]

11. Limited warranties

11.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date; or

11.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

11.3 To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

12. Limitations and exclusions of liability

12.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

12.2 The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions:

(a) are subject to Section 12.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

12.3 [To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.]

12.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

12.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

12.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

12.8 [You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).]

13. Breaches of these terms and conditions

13.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website;

(d) block computers using your IP address from accessing our website;

(e) contact any or all your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our website.

13.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

14. Variation

14.1 We may revise these terms and conditions from time to time.

14.2 [The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. / We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.]

14.3 [If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.]

15. Assignment

15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

15.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

16. Severability

16.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

16.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

17. Third party rights

17.1 These terms and conditions are for our benefit and your benefit, and these terms and conditions are not intended to benefit or be enforceable by any third party.

17.2 The exercise of the parties’ rights under these terms and conditions is not subject to the consent of any third party.

18. Entire agreement

18.1 Subject to Section 12.1, these terms and conditions, together with [our privacy and cookies policy], shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

19. Law and jurisdiction

19.1 These terms and conditions shall be governed by and construed in accordance with [English law].

19.2 Any disputes relating to these terms and conditions shall be subject to the [exclusive / non-exclusive] jurisdiction of the courts of [England].

21. Our details

21.1 This website is owned and operated by Layla Flaherty

21.2 We are registered in [England and Wales], and our registered office is at [44 Simpson St, Liverpool L1 0AX]

21.3 Our principal place of business is at [44 Simpson St, Liverpool L1 0AX].

21.4 You can contact us by writing to the business address given above, by using our website contact form, by email to info@urbanpawsuk.com

Animal booking terms:

1. About

1.1 Agency details. Urban Paws Agency Ltd (company number 12823048) t/a Urban Paws Ireland (the “Agency”) is a company with its principal place of business at 77 Camden Street Lower, Dublin, Ireland, D02 XE80. It operates the website urbanpawsireland.com

1.2 Contact. To contact the Agency, telephone the customer service team at 01539 2775 or email at info@urbanpawsireland.com

2. Background

2.1 The Agency is the UK and Ireland’s leading animal talent agency in the business of supplying pets and animals to industry professionals, including but not limited to film producers, television studios, theatre productions, PR agencies and in-house marketing teams.

2.2 The Agency agrees to supply to you (the “Client”) an animal model or talent (the “Animal Talent”) in accordance with the terms and conditions set out below (these “Terms”) and the specifications set out in the booking confirmation form (“Confirmation Form”).

2.3 The Confirmation Form together with these Terms shall constitute the entire agreement between the Client and the Agency (this “Agreement”).

2.4 This Agreement shall become binding once the Agency has received back a signed copy of the Confirmation Form. However, should the Confirmation Form not be received, but the Client proceeds with the booking, the Client will be deemed to have accepted the terms of this Agreement.

2.5 In the event of any inconsistency or contradiction between these Terms and the Confirmation Form, these Terms shall prevail and bind the parties.

3. Bookings

3.1 Permitted Use. Payment of the booking fees grants the Client the right to use the images and/or footage of the Animal Talent for the purposes, duration, and within the territory specified in the Confirmation Form (the “Permitted Use”). Further details of the Agency’s usage terms and costs are set out in its Rate Card, which the Client can access upon request. The rights granted under this clause are conditional upon the full payment of all fees due to the Agency prior to first use of the images and/or footage. No right to reprint, re-air or make any other use other than the Permitted Use is granted to the Client unless approved by the Agency subject to section 4.1 (Additional Usage).

3.2 Working Hours and Overtime

3.2.1 The Animal Talent working hours shall be monitored and shall comply with all applicable laws relating to working hours and animal welfare.

3.2.2 Fees are charged by the day or by the hour. A ‘day’ is an 8-hour period (including one hour for lunch) between 9am and 6pm. Should the Animal Talent’s services extend beyond the mutually agreed upon time, the Client will incur overtime charges at a rate of £175.00 per hour (or equivalent in Euros), or any portion thereof. These additional fees are payable directly to the Animal Talent’s handler (the “Animal Handler”).

3.2.3 Additional fees will also be charged for shoots extending beyond 6pm, as they will be considered night shoots. Furthermore, shoots occurring on weekends, bank holidays and public holidays will also incur additional charges.

3.3 Travel and Accommodation

3.3.1 Any costs expended by the Animal Handler travelling to or from the Client’s venue or location will be reimbursed by the Client, including but not limited to the costs of fuel (charged at 55p per mile, or the equivalent mileage rate applicable in Ireland), congestion charges, Ultra Low Emission Zone (ULEZ) and Low Emission Zone (LEZ) charges, public transport, flights, taxis and parking.

3.3.2 Should the Animal Talent and/or Animal Handler require accommodation as part of delivering the services, the Client is obligated to reimburse all related accommodation expenses. For the avoidance of doubt, all lodging arrangements must be suitable and receive prior approval from the Agency.

3.4 Fitting Fees. Any time spent by the Animal Talent for fittings is charged at £35.00 per hour with a minimum charge of £70.00 (or equivalent in Euros).

3.5 Additional Expenses: All expenses incurred by the Agency on the Client’s behalf or at the Client’s request will be charged to the Client and will include an uplift of 20% of the total amount of the expenses.

3.6 Location Bookings

3.6.1 When a location booking is made, the Client must provide safe and appropriate transport for the Animal Talent and Animal Handler both to the location and back again unless agreed otherwise. If the Client fails to provide such transport, then the Agency shall be entitled to re-charge the cost of the transport procured for the Animal Talent and Animal Handler in accordance with clause 3.5 (Additional Expenses).

3.6.2 When a location booking is made, the Client will undertake an appropriate and prudent health and safety assessment of the location and shall notify the Agency of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law. The Client acknowledges and agrees that at all times the Animal Talent’s health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings.

3.6.3 Veterinary Presence. When a location booking is made, the Client will either (a) instruct, and be liable for all associated costs of, a suitably qualified and experienced veterinarian who will attend for the entirety of the period during which the Animal Talent provides the services pursuant to the Confirmation Form; or (b) identify and effect written record of the contact details for the veterinarian practice nearest to the booking location, annotating the Risk Assessment document with the same. In some instances, the Agency may elect to arrange and provide a veterinarian. Should the Agency facilitate this, the Client agrees to reimburse the Agency for all associated veterinarian fees and expenses, plus an additional uplift of 20% in accordance with clause 3.5 (Additional Expenses).

4. Additional Fees. All additional fees are to be agreed at the time of the booking or before any additional usage in accordance with clause 4.1.
4.1 Additional Usage. Additional fees are payable for the right to use the Animal Talent’s image, or any reproduction, adaptation, drawing, or other representation of that image, whether in whole or in part, alone or in conjunction with wording, other images, photographs, or drawings, for any purpose beyond the Permitted Use as set out in the Confirmation Form (e.g. packaging, point of sale, posters). For the avoidance of doubt, this includes any use in digital or online media, including but not limited to social media platforms.
4.2 Other Services. Additional fees are also payable for other services to be supplied by the Animal Talent, either as part of a booking or as requested by the Client on a shoot, for example, personal appearances for PR purposes and posting images and/or footage on the Animal Talent’s associated social accounts and media feeds. Fees for such services will be negotiated on a case-by-case basis between the Client and the Agency. The Client shall only be permitted to shoot behind the scenes footage on the basis of an agreement in writing in advance and a payment of an additional fee agreed pursuant to this clause 4.2.
4.3 Call Sheets. The Client must provide the finalised call sheet to the booking agent at the Agency by 6:00pm on the day before the scheduled shoot. If the Client fails to meet this deadline, the Agency will impose a late delivery penalty of £100.00 (or equivalent in Euros).
If the failure to provide the call sheet on time results in cancellation of the shoot, the Agency shall be entitled to charge the full booking fee.

4.4 All modifications, extensions and renewal of bookings shall be at the sole discretion of the Agency.

5. Agency Fees

5.1 All Bookings: Both the Agency fees and Animal Talent disbursement will be invoiced by the Agency.

5.2 Value Added Tax (“VAT”): All sums payable under this Agreement are exclusive of VAT and any other similar or equivalent taxes or duties which shall be payable in full without set off by the Client.

6. Invoicing

6.1 Payment from the Client for all invoices is due within 7 days from the invoice date (unless otherwise agreed). This payment term shall not be extended or restarted by any subsequent amendments, revisions to the booking, or new purchase orders. In all cases, the person booking the Animal Talent is the Client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. The Agency reserves the right in its discretion to invoice the ‘ultimate client’, (e.g. designer / manufacturer / owner of the product in question). For example, this may be done if the Client is booking on behalf of the ultimate client, in which case the Client and the ultimate client are jointly and severally liable to pay all of the fees and shall settle the invoice accordingly. All fees for usage are for the right to use the Animal Talent’s image and once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the Animal Talent’s image is permitted until the Agency has received payment in full. The Agency reserves the right to alter payment terms if it deems appropriate, prior to booking.

6.2 If the Client fails to pay in full on the due date any amount which is payable to the Agency, without prejudice to any other right or remedy of the Agency, the amount outstanding shall bear interest both before and after any judgment at five per cent per annum over Barclays Bank plc base rate from time to time from the due date until up to and including the date that payment is made in full and such interest shall be compounded and accrued on a daily basis. An additional fee of £175.00 (or equivalent in Euros) for late payments will apply.

6.3 In the event the Client is providing the services on behalf of or to a third party end user, in entering into the Agreement the Client is acting in its capacity as the agent of the third party end user and the Client (a) acknowledges its obligations to the Agency including but not limited to the obligation to pay the Agency within 7 days of the date of any invoice received from the Agency; (b) acknowledges that the third party end user may not use the images and/or footage until payment is received by the Agency and that at all times the third party end user is subject to any restrictions as to use of the images and/or footage including but not limited to territorial restrictions and restrictions as to media in which the images and/or footage may be used in accordance with Rate Card; (c) any fees received by the Client from the third party end user relating to any of the rights or benefits conferred on the Client by this Agreement shall be deposited in a designated Agency account by the Client (the “Third Party End User Fees”). The Third Party End User Fees shall be held on trust for the Agency as beneficiary until such time as all outstanding fees owed by the Client are paid in accordance with the terms of the Agreement.

7. Exclusivity Fees. Unless otherwise agreed in the Confirmation Form, the Animal Talent is supplied to the Client by the Agency on a non-exclusive basis and the Animal Talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client. An additional fee will need to be agreed when the use of the Animal Talent’s image or the service to be supplied by the Animal Talent in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the Animal Talent’s image for competing and/or particular sector of products or within a particular territory. The Animal Talent can supply services to any competitor, and the Agency can allow use of the Animal Talent’s image by any competitor unless such an exclusivity fee is negotiated and paid by the Client. It is the Client’s responsibility to carry out any research to check and determine for itself whether the Animal Talent supplied has undertaken or is booked to undertake any conflicting work.

8. Provisional Bookings. Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing and returning the Confirmation Form) within 24 hours of the proposed booking.

9. Cancellations

9.1 Cancellation of booking by the Client:

9.1.1 Should a booking be cancelled by the Client within 24 hours of the scheduled call time, the full booking fee will be charged and is payable by the Client;

9.1.2 Should a booking be cancelled by the Client more than 24 hours but less than 48 hours prior to the scheduled call time, half the booking fee will be charged and is payable by the Client.

9.2 Cancellation of booking by the Agency:

9.2.1 Should the Agency want, need or have to cancel a booking then it shall use reasonable endeavours to provide the Client with reasonable notice, take steps to offer to the Client a suitable replacement and/or substitute Animal Talent and take such other reasonable steps as are reasonably practicable to mitigate against such cancellation.

9.2.2 In any event the Agency shall be entitled to cancel a booking at any time and for any reason prior to the scheduled call time without liability to the Client and the Client will procure the necessary insurance cover with a reputable insurance provider to protect against such cancellation and any associated liability and the Agency shall not be liable to the Client for any costs incurred as a result of such cancellation.

10. Weather Related Cancellations. On the first occasion of cancellation due to weather related conditions, half the booking fee is charged and payable by the Client unless the Client fails to cancel in time to prevent the Animal Talent’s attendance in which case the full booking fee is charged and payable by the Client. On the occasion of the second cancellation due to weather conditions and any subsequent cancellations the full booking fee is charged and payable by the Client.

11. Meals. If the Animal Talent is required to work an 8-hour day, in accordance with clause 3.2, the Client shall provide the Animal Handler with food and drink (taking into account dietary requirements) whilst the Animal Talent is providing services to the Client on all bookings.

12. Animal Talent and Animal Handler Care & Safety. The Client holds sole responsibility for treating the Animal Handler with respect and professionalism. Furthermore, the Client must ensure the safety, health and well-being of the Animal Talent, whether this duty is carried out directly or through third parties engaged by the Client for service delivery. Such steps shall include without limitation: (a) ensuring that the venue or location for the provision of the services and the working conditions are entirely safe and secure and maintained at a suitable temperature and allow the Animal Talent and Animal Handler to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws; (b) allowing the Animal Talent to take suitable and regular rest periods; (c) ensuring that all of the third parties engaged by the Client in relation to the delivery of the services are suitably qualified, experienced and professional and treat the Animal Talent and Animal Handler in a professional and respectful manner; and (d) ensuring that no one imposes upon the Animal Talent and Animal Handler any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or demeaning to the Animal Talent and/or Animal Handler.

13. Warranties and Indemnities

Client Warranties and Indemnity

13.1 The Client warrants and represents to the Agency that (a) it has full capacity to enter into this Agreement and perform its obligations under this Agreement; (b) the Confirmation Form is executed by a duly authorised representative of the Client; (c) it will take all steps necessary to ensure that the Animal Talent is protected and treated in accordance with all applicable laws, good industry practice and clause 12 (Animal Talent and Animal Handler Care & Safety) above; (d) it has all necessary permits, licences and consents to enter into and to perform its obligations under this Agreement and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments; and (e) it will promptly disclose to the Agency in writing all necessary information (including without limitation the location and length of the shoot and requirements for any foreign travel) and details relating to the provision of the services to enable the Agency to ensure that the Animal Talent is suitably prepared and able to perform the services.

13.2 The Client shall indemnify the Agency in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Agency, the Animal Talent and/or the Animal Handler arising out of or in connection with (a) any breach by the Client or any third parties engaged by the Client of any terms of this Agreement; (b) any claim brought by a third party against the Agency in circumstances where, as a result of the Client’s acts or omissions, the distribution of images and/or footage, in whatever form, outside of the agreed territory and in breach of this Agreement has caused the Agency to be in breach of the terms of an exclusive agreement with such third party; and (c) any breach by the Client of any applicable laws and regulations including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.

Agency Warranties

13.3 The Agency warrants and represents to the Client that (a) it has full capacity to enter into this Agreement and perform its obligations under this Agreement; (b) it and the Animal Handler will act in accordance with all applicable laws and regulations; (c) it will ensure there are sufficient handlers for the animals providing services and any and all animals are sufficiently and appropriately qualified and experienced; (d) the Animal Handler or any other individuals providing the services and/or animals have all necessary licences and permits; (e) the Animal Talent is well behaved and appropriately trained for the provision of these services; (f) the Animal Handler is aware of and will comply with the RSPCA’s guidelines and best industry practices for the involvement of the Animal Talent in productions; (g) the Animal Handler will remain in control of the Animal Talent at all times; (h) the Animal Handler will cooperate with and advise the Client and other participants at the shoot (or other activity) regarding the Animal Talent, shoot location and conditions to ensure the safety of any and all attendees, and the wellbeing of the animal(s).

14. Theatre

14.1 Theatre bookings provide the Client with the right to make use of an Animal Talent’s services for the specified show in accordance with this Agreement, and the right to allow photographers and/or videographers to be present to take photographs and/or videos of the show on the basis that all such material (or reproductions etc) is exploited for reporting purposes only. The Client is responsible for ensuring that all photographers and/or videographers present are aware of and comply with this condition and the Client will procure that they abide by these Terms. If any other usage is required (included, but not limited to, look books, ecommerce, and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with the Agency at the time of the booking.

14.2 If the Animal Talent cannot perform on the day, the Agency will endeavour to find a suitable replacement however this is not binding. A dressing room must be provided for the Animal Talent and the Animal Handler.

15. Music Videos, Promotional Films. All fees will be negotiated, structured and paid by the Client on a case-by-case basis. In normal circumstances there will be a fee for the shoot plus an additional buyout fee payable by the Client. If not booking direct, the Client (usually the music company) will be invoiced by the Agency as the ultimate Client (see clause 6).

16. Test & Experimental Photography and Videos. When the Agency agrees to allow a photographer or videographer to take test or experimental photography and/or videos, the photographer or videographer is not entitled to use, or allow others to use, test and/or experimental photographs or videos, or test commercials for commercial purposes unless specific arrangements have been made and agreed in writing before the photographic or video session.

17. Intellectual Property Rights

17.1 The photographer, videographer and/or the Client and anyone obtaining rights from or through the photographer, videographer and/or the Client is not entitled to use the images and/or footage for any usage beyond the Permitted Use, or any other usage agreed or permitted in accordance with clause 3.1 (Permitted Use), clause 4 (Additional Fees), clause 14 (Theatre Shows), clause 15 (Music Videos, Promotional Films) and clause 16 (Test & Experimental Photography and Videos). The Client will procure that the photographer, videographer and/or the Client agrees to restrict the use and exploitation of the copyright content of the photograph/footage or any other intellectual property rights. If the Client is not the photographer and/or videographer, the Client shall draw the terms of this Agreement to the attention of the photographer and/or videographer and procure his/her agreement to such terms before the shoot (or other activity) commences.

17.2 All rights not expressly granted to the Client under this Agreement are hereby fully reserved to the Agency. In particular, the Client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the Animal Talent, the Animal Handler and the Agency, and the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Animal Talent, the Animal Handler or the Agency other than the rights specifically granted to the Client under this Agreement.

17.3 For the avoidance of doubt, notwithstanding anything in this Agreement, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that the Agency and the Animal Handler may use the images/footage (or reproductions etc) resulting from any booking in any form whatsoever for the following purposes (a) in order for the Animal Handler and the Agency to promote the Animal Talent and in the search of future booking opportunities for the Animal Talent; and (b) for internal and promotional purposes. Subject to the remainder of this clause 17, the Animal Handler and the Agency acknowledge and agree not to exploit the images/footage for commercial purposes, other than as set out in this Agreement.

18. Limitation of Liability

18.1 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.

18.2 Subject to clause 18.1 above, the Agency will not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill or reputation; (g) product recall costs; (h) a decision by the Animal Handler to require an Animal Talent substitute who attends and/or performs the booking; and (i) any indirect or consequential loss.

18.3 Subject to clause 18.1, the Agency’s total liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 50% of the amount of charges/fees payable under this Agreement.

18.4 Unless the Client notifies the Agency that it intends to make a claim in respect of an event within the notice period, the Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 14 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

19. Insurance. The Client shall effect and maintain (and shall require its ultimate client, if any, to effect and maintain), throughout the continuance of this Agreement, insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the Client that may arise under this Agreement and any insurance cover it is required to effect and maintain in accordance with applicable law. Such insurance policies shall include without limitation (a) cancellation insurance to protect against the potential liabilities which the Agency and the Client may incur as a consequence of the provisions of clause 9 (Cancellations) and clause 10 (Weather Related Cancellations); (b) employee liability insurance, which covers any Animal Handler who is delivering the services to the Client under the Client’s direction and control as if he/she were an employee of the Client, in an amount sufficient to cover the health and safety and future earnings of such Animal Handler; (c) public liability insurance to a level of not less than £5M (or equivalent in Euros); and (d) travel insurance to cover the activities of the Animal Talent and Animal Handler whilst travelling to and from the location of the services.

20. Contract and Authority. All matters relating to the use of the Animal Talent’s image, the Animal Talent’s services and all applicable fees must be negotiated and agreed solely with Agency. The Client shall not attempt to negotiate, nor allow others to negotiate, with the Animal Handler directly. If the Client or any other person on their behalf or connected with them obtains the Animal Handler’s signature on any document or the Animal Handler’s purported verbal agreement to anything outside of the scope of this Agreement, such signature or verbal agreement shall not constitute a variation of this Agreement and is not binding on the Agency unless and until it is agreed in writing by the Agency (such agreement to be determined in the Agency’s absolute discretion).

21. Complaints and Disclaimer. Any cause for complaint must be reported to the Agency by the Client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst the Agency will use reasonable endeavours to ensure that the Animal Talent and Animal Handler provides satisfactory and efficient services to the Client, the Agency cannot be held responsible for an Animal Talent or Animal Handler’s conduct or behaviour whilst delivering the services and in this regard the Agency shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of the Animal Talent and/or Animal Handler.

22. Data Protection

22.1 The parties will comply with all applicable data protection and privacy legislation in force from time to time in the UK and Ireland, including but not limited to General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 (the “Data Protection Legislation”).

22.2 The Client is encouraged to read the Agency’s Privacy Policy to learn more about how the Agency collects and processes personal data.

22.3 Where the Agency discloses or transfers any personal data to the Client as part its services or in connection with this Agreement, including personal data of the Animal Handler, the Client warrants and represents that it shall (a) ensure it has implemented appropriate and effective technical and organisational measures to protect such personal data against unauthorised or unlawful processing, and accidental loss or damage; (b) where necessary and/or applicable, provide full and open cooperation and prompt assistance to enable the Agency to comply with any request from personal data owners relating to their personal data pursuant to the rights granted under the applicable Data Protection Legislation without delay; (c) where necessary and/or applicable, provide full cooperation and assistance to the Agency in ensuring the personal data is up to date, complete and accurate; (d) where necessary and/or applicable, provide full cooperation and assistance to the Agency to ensure the personal data is deleted without delay in response to a valid request from a personal data owner; (e) maintain internal records of all processing and (where applicable) storage of the personal data and make such records available to the Agency and/or to any relevant supervisory authority; and (f) ensure that access to the personal data is limited to those employees or authorised third parties who reasonably require access to the personal data pursuant to this Agreement and that all employees and authorised third parties are informed of the confidential nature of the personal data.
22.4 In the event of any breach of the applicable Data Protection Legislation, the Client shall (a) immediately and fully notify the Agency in writing of any notices in connection with the processing of any of the personal data; (b) provide such information and assistance as the Agency may reasonably require, including in relation to any notifications to the national data protection authority; and (c) take all necessary precautions to preserve the integrity of any personal data which it processes and to prevent any corruption or loss of such data.
22.5 The Client shall indemnify the Agency against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Agency arising out of or in connection with any breach by the Client of any of its obligations under this clause 22.

23. Non-Solicitation. The Client shall not, without the Agency’s prior written consent, at any time from the date of this Agreement to the expiry of 2 years after the expiry or termination of this Agreement, solicit or entice away from the Agency or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Agency in the provision of the services.

24. Interpretation of Agreement. For the purpose of the relationship between the Client and the Agency, the Client acknowledges, accepts and agrees that the Agency is the supplier of services which shall be strictly and exclusively governed by this Agreement. The terms of this Agreement apply to every offer, quotation, acceptance, purchase order, confirmation order, specification and/or contract for the sale and supply of services or goods (including services ancillary thereto) by the Agency and supersede any other terms of the Client and take precedence over and override and exclude any other terms stipulated or incorporated or referred to by the Client or in any negotiations and any course of dealing established between the Agency and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of the Agency outside this Agreement which have induced the Client to enter into this Agreement.

GENERAL

25. Force Majeure. The Agency shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If an event of Force Majeure takes place that affects the performance of its obligations under this Agreement (a) the Agency shall contact the Client as soon as reasonably possible to notify them; and (b) the Agency’s obligations under this Agreement will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure event. The Agency will arrange a new date for performance of the services with the Client after the Force Majeure event is over.

26. Assignment and Transfer. The Agency may assign or transfer its rights and obligations under this Agreement to another entity. The Client may only assign or transfer its rights and obligations under this Agreement to another entity if the Agency agrees in writing.

27. Confidentiality

27.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 27.2.

27.2 Each party may disclose the other’s confidential information (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 27; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

27.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

28. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

29. Variation. Any amendment and/or variation of this Agreement, including an amendment and/or variation to the Confirmation Form by the Client, only has effect if it is in writing and signed by the parties (or their respective authorised representatives).

30. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

31. Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

32. Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

33. Notices. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to its main email address. Any notice or communication shall be deemed to have been received at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

34. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to establish, any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

35. Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

36. Third Party Rights. Unless it expressly states otherwise, this Agreement does not give rise to any rights for a third party to enforce any term of this Agreement.

37. Governing Law & Jurisdiction. This Agreement is governed by Irish law and the parties irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Irish courts.

Schedule 1 Data Processing Agreement

For the purposes of the Data Protection Legislation, the parties hereby acknowledge and agree the client is the data processor (“Processor”) and Urban Paws UK Limited is the data controller (“Controller”).

This Data Processing Agreement (the “Agreement”) sets out the basis on which the Processor shall process the Controller Personal Data pursuant to the Principal Agreement (as such terms are defined in Annex 1).

Unless otherwise stated, all defined terms have the meaning given in Annex 1 (Definitions and Interpretation).

1. Acceptance

This Agreement shall be accepted when the Processor signs the Booking Confirmation. The failure to sign and/or return the Booking Confirmation form whilst proceeding with the booking will be deemed to be an acceptance by the client of the terms of this Agreement.

2. Authority to process Controller Personal Data

2.1 The Controller hereby instructs the Processor (and authorises the Processor to instruct each Subprocessor) to process the Controller Personal Data strictly in accordance with the terms of this Agreement, and only so far as is reasonably necessary for the provision of the Services and consistent with the Principal Agreement.

2.2 The Processor shall process the Controller Personal Data strictly in accordance with the applicable Data Protection Legislation and using an approach which at all times accords with Good Industry Practice and Applicable Law.

3. Security and Confidentiality

3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall in relation to the Controller Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

3.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by processing, in particular from a personal data breach.

3.3 The Processor shall ensure access to the Controller Personal Data is limited to those employees or authorised subcontractors who need access to the Controller Personal Data to meet the Processor’s obligations under the Principal Agreement and that all employees and authorised subcontractors are informed of the confidential nature of the Controller Personal Data and the terms of this Agreement.

4. Personal Data Breaches

4.1 The Processor shall notify the Controller without undue delay upon becoming aware of a personal data breach affecting the Controller Personal Data, providing the Controller with sufficient information to allow the Controller to meet any obligations to report or inform data subjects and/or the relevant supervisory authority of the personal data breach under the Data Protection Legislation.

4.2 The Processor shall co-operate with the Controller and take such steps as are directed by the Controller to assist in the investigation, mitigation and remediation of each such personal data breach.

5. Data Protection Impact Assessment and Prior Consultation

The Processor shall provide active and proactive assistance to the Controller with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which the Controller reasonably considers to be required under the applicable Data Protection Legislation.

6. Data Subject Rights

6.1 Taking into account the nature of the processing, the Processor shall assist the Controller by implementing appropriate technical and organisational measures for the fulfilment of the Controllers’ obligations to respond to requests for exercising the data subject’s rights under the Data Protection Legislation.

6.2 Without prejudice to the generality of clause 6.1, the Processor shall:

6.2.1 promptly notify the Controller if the Processor receives a request from a data subject under any Data Protection Legislation in respect of the Controller Personal Data; and

6.2.2 ensure it does not respond to that request except on the documented instructions of the Controller or as required by any Applicable Law to which the Processor is subject, in which case the Processor shall to the extent permitted by the Applicable Law inform the Controller of that legal requirement before the Processor responds to the request.

7. Deletion or Return of Controller Personal Data

7.1 Subject to clauses 7.2 and 7.3, the Processor shall promptly and in any event within fourteen (14) days of the date of cessation of any Services (the “Cessation Date“), delete and procure the deletion of the Controller Personal Data and all existing copies maintained on any media.

7.2 Subject to clause 7.3, the Controller may in its absolute discretion by written notice to the Processor within seven (7) days of the Cessation Date require the Processor to:

7.2.1 return a complete copy of all Controller Personal Data to the Controller by secure file transfer in such format as is reasonably notified by the Controller to the Processor; and

7.2.2 delete and procure the deletion of all other copies of the Controller Personal Data.

The Processor shall comply with any such written request within fourteen (14) days of the Cessation Date.

7.3 The Processor may retain the Controller Personal Data to the extent required by any Applicable Law, and only to the extent and for such period as required by such Applicable Law, provided always the Processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller Personal Data is only processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

7.4 The Processor shall provide written certification to Controller that it has fully complied with this Clause 7 within fourteen (14) days of the Cessation Date.

8. Audit Rights

The Processor shall make available to the Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the Controller Personal Data by the Processor.

9. Restricted Transfers

9.1 The Processor shall not transfer the Controller Personal Data to countries outside the EEA unless the Processor obtains the prior written consent of the Controller and in seeking such consent, complies with the following obligations:

9.1.1 provides the Controller with details of the following in writing:

(i) the Controller Personal Data which will be processed and/or transferred outside the EEA;

(ii) the country or countries in which the Controller Personal Data will be processed and/or to which the Controller Personal Data will be transferred outside the EEA; and

(iii) any Subprocessor who will be processing and/or transferring Controller Personal Data outside the EEA;

9.1.2 ensures it has regard to and shall comply with Applicable Laws and the current government and Information Commissioner Office’s policies, procedures, guidance and codes of practice on, and any approval processes in connection with, the processing and/or transfers of the Controller Personal Data outside the EEA and/or overseas generally; and

9.1.3 complies with such other instructions and shall carry out such actions as the Controller may notify in writing including entering into Standard Contractual Clauses.

10. Subprocessing

10.1 The Controller authorises the Processor to appoint (and permits each Subprocessor appointed in accordance with this clause 10 to appoint) Subprocessors strictly in accordance with this clause 10 and any restrictions in the Principal Agreement.

10.2 The Processor may continue to use those Subprocessors already engaged by the Processor as at the date of this Agreement, subject to the Processor as soon as practicable meeting the obligations set out in clause 10.4.

10.3 The Processor shall give the Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within seven (7) days of receipt of that notice, the Controller notifies the Processor in writing of any objections to the proposed appointment, the Processor shall not appoint (nor disclose any Controller Personal Data to) the proposed Subprocessor except with the prior written consent of the Controller.

10.4 With respect to each Subprocessor, the Processor shall:

10.4.1 before the Subprocessor first processes Controller Personal Data, carry out adequate due diligence in accordance with Good Industry Practice to ensure the Subprocessor is capable of providing the level of protection for the Controller Personal Data required by the Principal Agreement;

10.4.2 ensure the arrangement between the Processor and Subprocessor is governed by a written contract including terms which offer at least the same level of protection for the Controller Personal Data as those set out in this Agreement and meet the requirements of article 28(3) of the GDPR; and

10.4.3 provide to the Controller for review such copies of the Processors’ agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement) as the Controller may request from time to time.

10.5 The Processor shall ensure that each Subprocessor performs the applicable obligations under this Agreement, as they apply to processing of Controller Personal Data carried out by that Subprocessor, as if it were party to this Agreement in place of the Processor.

10.6 The Processor shall be liable for any failure of the Subprocessor to comply with its obligations pursuant to clause 10.5, and shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings in connection with any failure of the Subprocessor to comply with its obligations pursuant to clause 10.5.

11. General Terms

11.1 Nothing in this Agreement reduces the Processor’s obligations under the Principal Agreement in relation to the protection of personal data or permits the Processor to process (or permit the processing of) personal data in a manner which is prohibited by the Principal Agreement.

11.2 In the event of inconsistencies between the provisions of this Agreement and the data protection provisions of:

11.2.1 any other agreements between the parties (including, but not limited to, clause 22 (Data Protection) of the Principal Agreement); and

11.2.2 agreements entered into or purported to be entered into after the date of this Agreement (except where explicitly agreed otherwise in writing, signed on behalf of the parties),

the provisions of this Agreement shall prevail.

11.3 The Controller may propose any amendments to this Agreement which the Controller reasonably considers to be necessary to address the requirements of any Data Protection Legislation. The Processor shall promptly co-operate (and ensure that any affected Subprocessors promptly co-operate) with any such variations.

11.4 No person who is not a party to this Agreement shall have any right to enforce this Agreement (or any agreement or document entered into pursuant to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

11.5 The Processor shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings arising in connection with any breach by the Processor of any of its obligations under this Agreement.

11.6 Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

11.7 Without prejudice to any other rights or remedies that the Controller may have, the Processor acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Processor. Accordingly, the Controller shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

11.8 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.9 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Annex 1 Definitions and Interpretation

In this Agreement, the following terms shall have the meanings set out below:

“Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the Processor, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

“Applicable Law” means any statute, statutory provision or subordinate legislation (including that statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time, and including any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation) whether before or after the date of this Agreement and including, without limitation, the Data Protection Legislation;

“Booking Confirmation” means the booking confirmation form, containing the specific details of the talent booking.

“Controller Personal Data” means any personal data processed by the Processor on behalf of the Controller pursuant to or in connection with the Principal Agreement;

“Data Protection Legislation” means (as applicable) the Data Protection Act 1998, the GDPR, and the Privacy and Electronic Communications Regulations (SI 2426/2003) as amended and/or updated from time to time and including all statutory instruments, orders, regulations or other subordinate legislation made pursuant to such legislation and the Information Commissioner’s guidance and advice on the GDPR as amended from time to time, and to the extent applicable, the data protection or privacy laws of any other country;

“EEA” means the European Economic Area;

“GDPR” means EU General Data Protection Regulation 2016/679;

“Good Industry Practice” means the exercise of that degree of professionalism, experience, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a highly skilled and experienced market leading processor engaged in the same type of undertaking under the same or similar circumstances;

“Principal Agreement” means The TERMS AND CONDITIONS FOR BOOKING TALENT between The Controller and Processor;

“Services” means the specific services and other associated activities to be supplied to or carried out by or on behalf of the Processor pursuant to the Principal Agreement;

“Standard Contractual Clauses” means the standard contractual clauses as issued by the European Commission from time to time; and

“Subprocessor” means any person (including any third party and any Affiliate, but excluding an employee of the Processor or any of its sub-contractors) appointed by or on behalf of the Processor to process Controller Personal Data in connection with the Principal Agreement. The terms “controller”, “data processor”, “data subject”, “member state”, “personal data”, “personal data breach”, “processing” and “supervisory authority” shall have the same meaning as in the applicable Data Protection Legislation.