These Terms and Conditions for Hlcarpenter.com Masterclasses set out the terms under which you (“You”) agree to provide freelance tutoring services to Hlcarpenter.com News & Media Limited (“GNM”, “We”, “Us”) for the purposes of GNM’s Masterclass courses.
Please read these terms carefully. You shall be legally bound by these terms when GNM sends You a countersigned Term Sheet. You are advised to print off and keep a paper copy of these terms.
1.1. GNM engages Your Services in connection with Your participation at the Masterclasses Event and You agree to provide Your Services to GNM.
1.2. You shall be engaged to contribute Your professional skill and experience towards the preparation of materials and presentation of same during the Event Time(s) on the Event Date at the Event Venue in the conduct of the Masterclass Event in accordance with specifications provided by GNM.
1.3. Time is of the essence of this Agreement and any failure on Your part to deliver the Masterclass Event on the Event Date(s) shall be deemed to be a material breach of this Agreement by You UNLESS GNM has, at its sole discretion, provided You in advance with written confirmation that the Event Date(s) and/or Event Time(s) may be varied.
1.4. You shall keep GNM fully informed on all matters relating to the preparation and delivery of the Masterclass Event. In the event that GNM requests that the Masterclass Event and/or related details be altered the parties shall use their best endeavours to agree new dates and reasonable and unavoidable additional costs where applicable arising as a direct result of such postponement.
1.5. All key creative decisions relating to the Masterclass Event shall be subject to the joint approval of the parties. In the event of any disagreement on content or delivery matters relating to the Masterclass Event after consultation between the parties then the decision of GNM shall prevail.
1.6. You shall not have, and shall not hold Yourself out as having, any authority to incur any expenditure in GNM’s name or otherwise enter into arrangements that would be binding on GNM.
1.7. You may use another person, firm or company to perform any administrative or other functions which are reasonably incidental to performance of Your obligations under the Agreement, provided that GNM will not be liable to bear the cost of such unless agreed in advance in writing.
2.1. You irrevocably grant to GNM the following non-exclusive rights and licence throughout the world for the full period of copyright and all renewals, revivals, reversions and extensions thereof in all media whether now known or hereafter developed:
2.1.1. to use and exploit Your name, likeness, branding or image in connection with the endorsement, promotion, marketing or advertising of the Masterclass Event and/or GNM’s products and services; and
2.1.2 .in respect of all the copyright and other rights, including without limitation, all performers’ property rights under Part II of the Copyright, Designs and Patents Act 1988 (“CDPA”) in all performances and literary, dramatic, artistic and musical material contributed by You to the Masterclass Event as part of Your Services to make an audiovisual recording of Your Services solely for internal management and quality control purposes.
2.2 You acknowledge and agree that GNM has the unlimited right to edit, copy, alter, add to, take from, adapt, translate and arrange Your Services solely for the uses described in Clause 2.1. Accordingly, solely for such purposes You hereby irrevocably and unconditionally waive the benefits of any provision of law known as “moral rights” (including without limitation any rights of Yours under Sections 77 to 85 inclusive of the CDPA in the UK or the Visual Artists Rights Act of 1990 (“VARA”) in the US) or any similar laws of any jurisdiction in favour of GNM and all its licensees, sub-licensees, assignees and successors in title to the copyright in Your Services.
2.3 You shall obtain all necessary consents, grants, rights, and waivers (including consents under Part II of the Copyright Designs and Patents Act 1988 (“CDPA”) and moral rights waivers pursuant to clauses 77 – 89 of the CDPA and rental and lending rights) to enable You to deliver, and make available to GNM under the terms of this Agreement, Your Services and to the effect that the exercise of such rights shall not infringe any rights of privacy or personal, proprietary or other rights of any third party.
Fees and Expenses
3.1. Subject to Your performance and completion of the Services in accordance with the terms and conditions of this Agreement, and subject to Clause 9 below, GNM agrees to pay You the Fees.
3.2. GNM’s policies on payment and expenses as set out in the Terms and Conditions for Payments to Content Suppliers are incorporated into this Agreement and shall apply to all payments pertaining to the performance of Your Services under this Agreement. You acknowledge and agree that the Fee is also inclusive of any/all of Your travel, accommodation and any other expenses unless otherwise stated in Your Term Sheet.
Warranties and Indemnity
4.1. You warrant, represent and undertake to GNM that:
4.1.1. use by GNM of Your Services in accordance with the terms of this Agreement shall not infringe the rights of any third party and all materials shall be original and not copied wholly or materially from any other source;
4.1.2. You are entitled to enter into this Agreement and have full power and authority to grant all the rights expressed to be granted to GNM under this Agreement and have not entered into and will not enter into any professional or other commitment which would or might conflict with or prevent Your doing so and/or from providing the Services in accordance with this Agreement;
4.1.3. You shall perform the Services diligently and professionally, in willing co-operation with others and in the manner reasonably required by GNM or by its appointed representatives, and shall abide fully with all reasonable instructions issued by GNM or its nominated representatives or any venue engaged by GNM;
4.1.4. You shall not at any time do or say anything which is or may be considered by GNM to: i) be detrimental or prejudicial to, to adversely affect or bring into disrepute You or the name, image, reputation or business of GNM and/or the Masterclass Event; and ii) be derogatory, malicious, offensive nor breach any contract, law or duty of confidentiality nor constitute contempt of court; and
4.1.5. You shall inform GNM immediately of any actual or potential conflict of interest arising from any engagement or contribution or service You undertake for GNM.
4.2. You shall indemnify on demand and hold harmless GNM from and against any and all reasonable losses, demands, claims, damages, costs expenses (and VAT thereon) and liabilities suffered or incurred, directly or indirectly by GNM in consequence of a breach non-performance or non-observance of any of Your agreements, conditions, obligations, representations, warranties and undertakings contained in this Agreement whether caused by You or a third party.
No Obligation to Exploit
5.1. Nothing in this Agreement shall be deemed to impose any obligation on GNM to distribute or exploit the Rights or Masterclass Event in any way.
Status of Contributors and Suppliers as Independent Contractors
Limitation of Liability
7.1. Nothing in this Agreement shall limit or exclude GNM’s liability for death or personal injury resulting from negligence, for fraud, or for any other liability which cannot be excluded or limited by applicable law.
7.2. Subject to Clause 7.1, the liability of GNM arising out of or in connection with this Agreement, whether under contract, tort (including negligence), misrepresentation or otherwise, shall:
7.2.1. be limited to an amount equal to the Fee; and
7.2.2. exclude any claim for loss of publicity or opportunity to enhance Your reputation even if GNM delays or abandons exploitation of the Masterclass Event;
7.2.3. exclude any indirect or consequential loss; and
7.2.4. exclude any loss or damage to Your property or for any personal injury, illness or death caused or suffered in connection with Your engagement under this Agreement unless caused by GNM’s negligence
8.1. Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that such delay or failure results from any cause or circumstance beyond its reasonable control (a “Force Majeure Event”). A Force Majeure Event means an event beyond the reasonable control of a party (the “Affected Party”) which does not relate to its fault or negligence. A Force Majeure Event includes acts of God, expropriation or confiscation of facilities, any form of Government intervention, war, hostilities, rebellion, terrorist activity, local or national emergency, sabotage or riots, and floods, fires, explosions or other catastrophes. A Force Majeure Event does not include: (i) strikes or other industrial action solely affecting employees of the Affected Party or its subcontractors; or (ii) any event affecting a sub-contractor or supplier of the Affected Party, unless that event is itself a Force Majeure Event; or (iii) any event which could be mitigated or avoided by standard business recovery, disaster mitigation and back up processes.
8.2. Subject to Clause 8.3, if any Force Majeure Event occurs, the date(s) for performance of an Affected Party’s obligations under this Agreement shall be postponed for as long as is made necessary by the Force Majeure Event.
8.3. If any Force Majeure Event continues for thirty (30) days or more, either party may terminate this Agreement immediately by written notice to the other.
Term and Termination
9.1. This Agreement shall commence on the Effective Date as described in the Term Sheet and, subject to earlier termination in accordance with its terms, continue in full force and effect until completion of Your Services.
9.2. GNM may terminate this Agreement (without prejudice to its other rights and remedies) with immediate effect upon written notice to You, and shall have no liability in respect of any Fees due to You, if You:
9.2.1. are incapacitated from performing the Services by ill health, injury, mental or physical disability or other cause;
9.2.2. are convicted of any criminal offence;
9.2.3. have conducted Yourself, in GNM’s sole opinion, in such a manner that offends against decency or morality or is prejudicial to GNM’s reputation, its business and/or successful exploitation of Your Services;
9.2.4. have breached any of the warranties provided at Clause 4; or
9.2.5. are in persistent breach of this Agreement.
9.3. GNM may terminate this Agreement with immediate effect upon ten (10) days’ written notice of termination to You.
9.4. The termination of this Agreement shall be without prejudice to the accrued rights of either party and in particular GNM shall, save for cause by You, remain liable after the effective date of termination to You for all fees and expenses due in respect of Your Services performed up to the effective date of termination.
10.1. You undertake both during and after the expiration or termination of this Agreement:
10.1.1. to protect and treat confidentially all confidential, trade secret or proprietary information regarding GNM, including technical, commercial, financial and other information which is obtained from GNM in connection with this Agreement or with the negotiations leading up to it; and
10.1.2. not to disclose to any person or company, publish, or use for Your own purpose, without the previous written consent of GNM, any of GNM’s confidential information, the existence of any term of this Agreement (other than terms already set out in the public domain by GNM), or the existence of any information about any dispute or disagreement between the parties; and
10.1.3. to disclose such documents and information to third parties only so far as it is necessary: i) for the performance of this Agreement; and/or ii) to Your professional advisers; and/or iii) as required by law.
10.2. The obligations of confidentiality set out above shall not apply to any documents or information which You can show:
10.2.1. at the time of their acquisition were in, or at a later date have come into, the public domain, other than following a breach of this Clause; or
10.2.2. You knew prior to first disclosure to You by GNM; or
10.2.3. You received independently from a third party with the full right to disclose.
10.3. The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).
10.4. If You are in the US, pursuant to the Defend Trade Secrets Act of 2016, You shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, You may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if You file a lawsuit alleging retaliation by GNM for reporting a suspected violation of the law, You may disclose the trade secret to Your attorney and use the trade secret in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order. You further understand that no sections in this Agreement, is intended to or shall limit, prevent, impede or interfere with Your right, without prior notice to GNM, to provide information to the government, participate in investigations, testify in proceedings regarding GNM’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.
11.1. The failure of either party to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect that party’s right later to enforce or exercise the term or right.
11.2. Any valid amendment or variation to this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
11.3. The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.
11.4. Nothing in this Agreement is intended or shall be deemed to constitute a partnership or joint venture between the parties.
11.5. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999.
11.6. GNM may but You may not (save with the prior written consent of GNM) assign any of Your rights under this Agreement or transfer or subcontract any of its obligations under this Agreement.
11.7. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to the date of this Agreement except as set out in this Agreement. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.