TERMS & CONDITIONS

TERMS & CONDITIONS

Interpretation

  1. Definitions
  • Assignment: the agreed period or periods during which Stellar provides (or procures the provision of) the Services to the Client.
  • Booking Form: the written confirmation of the details of an Assignment, agreed in accordance with these Conditions.
  • Contract: the contract between Stellar and the Client for the supply of the Services in accordance with the Contract Details, these Conditions and any Booking Form.
  • Fees: the fees payable by the Client for the Services in relation to each Assignment, as set out in a Booking Form (or as otherwise agreed in writing between the parties).
  • Services: the services which Stellar agrees to provide (or procure the provision of) to the Client in relation to an Assignment, as set out in the Contract Details and each Booking Form.
  • Talent: an individual supplied by Stellar to the Client to provide the Services to the Client in relation to an Assignment.
  1. Supply of Services
    • Stellar has agreed to provide the Services to the Client in accordance with the terms of the Contract.Prior to the commencement of an Assignment, the Client and Stellar (acting on behalf of the Talent) will agree the terms of the Assignment, as set out in a Booking Form.
    • Unless and until a signed Booking Form in relation to an Assignment is received by Stellar from the Client, all negotiations relating to that Assignment are strictly subject to contract.Failure to sign and/or return the signed Booking Form whilst proceeding with the Services will be deemed to be an acceptance by the Client of these Conditions and they shall apply to and govern the Services supplied in connection with the booking. 
    • Once a Booking Form has been agreed and signed by the Client, no amendment shall be made to it without the written agreement of Stellar.
    • In the event of any inconsistency between these Conditions and the terms of the Booking Form, these Conditions shall prevail.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • The Client acknowledges and agrees that (unless stated otherwise in the Booking Form), the Talent is supplied to the Client on a non-exclusive basis and the Talent shall be free to provide similar and/or competing services to any third party and/or competitor of the Client.
  2. Fees
    • The Fees will be invoiced by Stellar. The Fees comprise the Talent’s pay and include Stellar's commission.
    • Details of the Fees for each Assignment and the rates at which they are charged are set out in the Booking Form.
    • Additional fees are payable by the Client in relation to (i) the use outside the UK of any of the output of the Services; and/or (ii) any exclusive use of the Talent (e.g. within a sector or territory).Any such additional fees will be set out in the Booking Form.
    • Stellar shall invoice the Client monthly in arrears and invoices are payable by the Client within 30 days of date of invoice.Stellar reserves the right to invoice the Client in advance and to provide the Services only once payment has been received.  Where the Services are being provided to the Client on behalf of a third party (e.g. a designer/manufacturer/product owner), Stellar reserves the right to invoice the third party directly.  In this case, the Client remains liable to pay the Fees if the third party fails to settle the invoice in accordance with these Conditions.
    • Where applicable, Stellar shall charge VAT to the Client, at the prevailing rate, after Stellar has provided the Client with a VAT invoice.
    • If the Client fails to make a payment due to Stellar under the Contract by the due date, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • Subject to payment in full of the Fees (and these Conditions), the Client shall be entitled to use the content created by the Talent pursuant to the Services (as further described in the Booking Form) for the duration and purposes set out in the Booking Form.
    • In the event of cancellation by the Client, the Fees shall be payable in full in the event of cancellation less than 48 hours prior to commencement of an Assignment.
  3. Client’s obligations
    • The Client warrants, represents and undertakes that:
      • it has full power and authority to enter into the Contract and that by doing so it will not be in beach of any obligation to or right of any third party;
      • it has, and shall maintain throughout the term of the Contract, insurance policies which provide appropriate cover adequate to cover all liabilities and risks that may arise under the Contract and any insurance cover it is required to maintain by law; and
      • it will comply with all applicable regulatory guidance, the terms of use of any relevant media platform, all advertising codes and any other applicable law when using the Services.
    • The Client shall ensure that each Assignment for which it requires the Services does not (and does not have the potential to) bring Stellar and/or the Talent into disrepute nor damage the reputation of either Stellar or the Talent.
  4. Term

The Contract shall commence on the date of signature and shall continue, unless terminated earlier in accordance with Condition 6, until either party gives to the other party 30 days’ written notice to terminate.  Such notice shall expire on the completion of all Assignments entered into before the date on which notice is served.

  1. Termination

6.1        Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
  • the other takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to a court for or obtaining a moratorium under Part A1 of the Insolvency Act 1086, being wound up (whether voluntarily or by order of the court), unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
  • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  • Without affecting any other right or remedy available to it, Stellar may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract within 14 days of the due date for payment.
  • On termination of the Contract for whatever reason:
    • the Client shall immediately pay to Stellar all of Stellar’s outstanding unpaid invoices and interest and, in respect of Servicessupplied but for which no invoice has been submitted, Stellar may submit an invoice, which shall be payable immediately on receipt;
    • any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and
    • termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
  1. Intellectual property rights

The Client acknowledges and agrees that all intellectual property rights in all materials created by the Talent in providing the Services shall vest in and remain the sole property of the Talent at all times.  The Client is not permitted to use any such intellectual property rights other than as specified in the Booking Form or as otherwise agreed in writing between the Client and the Talent.

  1. Liability and indemnity
    • The Client shall indemnify and keep indemnified Stellar against all costs, expenses, damages and losses suffered or incurred by Stellar and/or the Talent (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:
      • any breach by the Client of the Contract;
      • any breach of the Contract by any third parties engaged by the Client;
      • any damages suffered by Stellar and/or any claim brought by the Talent against Stellar for any damage suffered by the Talent as a consequence of any breach by the Client of the Contract; and/or
      • any breach by the Client of any applicable laws and regulations.
    • References to liability in this Condition 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract shall limit any liability:
      • under the indemnity set out in Condition 8.1;
      • which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation; or
      • for either party's deliberate default.
    • Subject to Condition 2:
      • Stellar’s total liability to the Client shall not exceed the total amount of Fees paid or payable to Stellar by the Client;
      • Stellar shall not be liable for:
        • loss of profits or income;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill;
        • losses suffered by the Client as a consequence of the Talent’s acts or omissions; or
        • indirect or consequential loss.
  1. Confidentiality
    • Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition2.
    • Each party may disclose the other party's confidential information:
      • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. 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 Condition 9; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  2. Data protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This Condition is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

  1. Communication with the Talent

11.1      All matters relating to the Services supplied by the Talent must be negotiated and agreed only with Stellar.  The Client shall not attempt to negotiate, nor allow others to negotiate, with the Talent directly in relation to the Services. 

11.2         The Client agrees that it will not, either directly or indirectly, for the duration of an Assignment and for a period of 6 months after completion of an Assignment, deal directly with the Talent and/or enter into a contract with the Talent for services similar to the Services.  If the Client is in breach of this provision, Stellar will be entitled to charge the Client a fee of 20% of the sum paid to the Talent by the Client for such services.

  1. Assignment and other dealings
    • The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract without Stellar’s prior written consent.
    • Stellar may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
  2. Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Entire agreement
    • The Contract constitutes the entire agreement between the parties.
    • Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  2. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.  If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

  1. Severance
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
    • If any provision or part-provision of the Contract is deemed deleted under Condition 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Third party rights
    • Except as provided in Condition 17.2, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • The Client acknowledges and agrees that Stellar has entered into the Contract for the benefit of itself and the Talent and, accordingly, the Talent shall be entitled to enforce the Contract as if they were a party to the Contract.
  3. Notices
    • Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by email, personal service or by post to the address of the other party set out in the Contract Details or such other address as a party may from time to time communicate in writing to the other.If sent by email, a notice shall, unless the contrary is proved, be deemed to be served on receipt of an error free transmission report.  If delivered by personal service, a notice shall be deemed to have been served at the time which the letter was delivered personally and, if delivered by post, a notice shall be deemed to have been delivered on the second business day after posting.
    • This Condition 18 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.
  4. Governing law

The Contract 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 and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject