The Small Print That Speakers Love
Last updated: 16th May 2020
This agreement is made between:
ScubaClick Ltd, a company incorporated in England and Wales under company registration number 07571294 and whose registered office is at 75 Kings Road West, Swanage, Dorset, BH19 1HJ, United Kingdom (“Organiser”); and
Any individual who registers as a Speaker (“Speaker”) on the Event website (scuba.digital).
The purpose of this agreement is to set out the legal contract between the Speaker and the Organiser whereby the Speaker will attend at the Event and speak / present as described in the Schedule 1.
Accordingly, it is now agreed as follows:
- “Speech / Presentation” means the speech / presentation to be given by the Speaker at the Event, which is fully described as to terms and scope in the Schedule 1.
- “Confidential Information” means all information about the parties, including: any information which may give a commercially competitive advantage to any other party. It includes among other things: information created for or arising from this agreement; information, comment or implication published on any Internet social medium.
- “Fee” means the money payable by the Organiser to the Speaker, for making the Speech / Presentation if such fee is agreed.
- “Event” means Scuba.Digital. The Event will take place online and at a time to be agreed.
- “Sub-contractor” means any person with whom the Speaker makes an arrangement to attend at the Event either to assist him/her or as a substitute for him/her.
In this agreement unless the context otherwise requires:
2.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.2. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.3. all money sums mentioned in this agreement are calculated inclusive of VAT, which will be charged when payment is due.
2.4. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Entire agreement
3.1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
3.2. Except as otherwise mentioned in this agreement, each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
3.3. Conditions, warranties or other terms implied by statute or common law in any country, are excluded from this agreement to the fullest extent permitted by law.
4. Speaker’s warranties and credentials
4.1. The Speaker warrants that:
4.1.1 he is not aware of anything within his/hers reasonable control which might or will adversely affect his/hers ability to fulfil his/hers obligations under this agreement;
4.1.2 the curriculum vitae he/she/she has provided to the Organiser is accurate and complete;
4.1.3 his Speech / Presentation does not violate the proprietary or personal right of any person;
4.1.4 so far as his/hers Speech / Presentation contains references to, or quotations from, any material or work, the copyright of which is owned by a third party, he/she has appropriate permission of that party.
5. Speaker’s status
5.1. The Speaker is not a partner, agent or employee of the Organiser and does not have authority to enter into any commitment on behalf of the Organiser;
5.2. The Speaker agrees that he/she/she will be responsible for his/hers own income and other tax liability and national insurance in respect of his/hers Fee and he/she agrees to indemnify the Organiser in respect of any claim that may be made by any tax authority against the Organiser in respect of income or other tax or national insurance relating to the Speaker’s services under this agreement.
6. Contract summary and payment
6.1. For the Fee, the Speaker agrees to:
6.1.1 make the Speech / Presentation at the Event in accordance with the specification.
6.1.2 arrive at the venue by the agreed time and to leave no earlier than the agreed time.
6.1.3 take questions from the audience for no longer than the agree time minutes after the Speech / Presentation.
6.1.4 Use his/hers own equipment (laptop/pc with microphone and camera) to make the presentation. A second screen is preferable.
6.1.5 Ensure that he/she has a sufficiently reliable internet connection.
6.2. The Speaker shall submit an account after the event at which time 100% of the Fee shall be paid within 30 days of receiving the account.
6.3. Due to the nature of the event being online, no travel, accommodation or subsistence shall be arranged by the Organiser as set out in Schedule 2 to this agreement.
6.4. The Speaker will personally bear the cost of all expenses incurred by him/her in work on a Speech / Presentation.
6.5. The Speaker may charge for any reasonable costs incurred as a result of any delay caused by the Organiser or any circumstance controlled by the Organiser.
6.6. If this agreement is cancelled by the Organiser less than seven days before the date fixed for the Event, the full Fee shall be due. This applies regardless of the reason for the cancellation.
6.7. If the Speaker fails to attend the Event without notice, or cancels this contract less than seven days before the date fixed for the Event, he/she will lose any commissions earned through ticket sales and any payments due within the contract will not be paid.
6.8. The Speaker agrees that whilst engaged in any Speech / Presentation at the event, he/she will comply with:
6.8.1 all laws and regulations relating to employment of staff and he/shealth and safety at work;
6.8.2 the specific regulations of the Organiser as applicable to his/hers employees.
7. Responsibilities of Organiser
7.1. The Organiser shall be responsible for the timetable, readiness of the audience and all other features necessary for the Event to be presented.
7.2. The Organiser agrees to do its utmost to comply with the requirements of the Speaker as required from time to time. In particular, the Organiser will provide the technical equipment listed in Schedule 3.
7.3. The Organiser shall provide a virtual stage
7.4. The Organiser shall provide two tickets to access to the event , access to the stage, a booth for the speaker, session for the speaker, access to the exhibitors chat room, support prior to and during the event.
8. Use of Sub-contractors
If the Speaker wishes to delegate or sub-contract all or part of the Speech / Presentation or any other obligation under this contract, the following provisions apply:
8.1. the Speaker must first obtain the written consent of the Organiser to the name and identity of any Sub-contractor. The Organiser is under no obligation to give consent nor to give any reason for refusal.
8.2. the Speaker remains liable for the performance of this contract;
8.3. the Speaker agrees to indemnify the Organiser against any loss or damage suffered by the Organiser arising from any act or omission of Sub-contractor.
9.1. No matter how this contract ends, this paragraph shall be effective for five years from today.
9.2. The parties are aware that in the course of this contract they will each have access to and be entrusted with Confidential Information of the other. Accordingly, each undertakes to the other that it will not:
9.2.1 divulge to any person whatever or otherwise make use of any Confidential Information relating to the other, which it learns as a result of entering into this contract or any circumstance flowing from the contract;
9.2.2 post any text, nor image, nor audio-visual material, on any social network or other public place which could be hurtful, embarrassing or damaging to the other of them;
9.2.3 make any assumption about the other in any conversation with some other person;
9.2.4 denigrate the other either as to their person, profession, staff or business;
9.2.5 use the Confidential Information of the other in any way for itself or any other person, except in a way that is authorised by this agreement or by the proper authority of the other of them.
10. Copyright work
10.1. This agreement shall have no effect on the ownership of copyright work existing at the date of this agreement.
10.2. The Speaker may use whatever copyright work of the Organiser that the Organiser sees fit to provide.
10.3. The Speaker shall use and contribute to the Speech / Presentation such copyright work as is appropriate and reasonable.
10.4. During and after completion of the Speech / Presentation and unless otherwise specified in this agreement, the Organiser shall own the copyright of the Speech / Presentation and any and all recordings of it.
10.5. In the event that the Speaker creates, acquires or develops any new copyright work (including moral rights) relating to the Speech / Presentation, he/she now grants to the Organiser a worldwide, royalty-free, exclusive licence to that copyright work. A licence granted under this provision shall include the right to grant sub-licenses worldwide, under any payment term or royalty-free.
10.6. On termination of this agreement each party shall, within seven days destroy any copyright work created for the purposes of this agreement which embody any of the copyright work of the other party to this agreement. The Speaker’s obligations set out in this paragraph shall continue after this agreement has been terminated.
11. Mutual indemnity
Each party agrees to indemnify the other against all costs, claims and expense arising directly or indirectly from:
11.1. its failure to comply with the law of any country;
11.2. its breach of this agreement;
11.3. any act, neglect or default by any agent, employee, or customer of that party;
11.4. a breach of the copyright work rights of any person by that party.
12. Uncontrollable events
12.1. Neither party shall be liable for any failure or delay in the performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and his/hers employees.
12.2. Costs arising from the delay or stoppage will be borne by the party incurring those costs;
12.3. The party claiming the uncontrollable event will take all necessary steps to enable the Event to take place successfully.
13. Publicity / Announcements
13.1. Only the Organiser shall:
13.1.1 make any public announcement; or
13.1.2 disclose any information; or
13.1.3 allow expressly or by default, any other person to disclose information; about this agreement unless the Speaker has first obtained the approval in writing of the Organiser.
13.2. By way of exception to the last previous sub paragraph, a party may disclose whatever information is necessary to comply with any law or the regulations of a recognised stock exchange.
14. Referral Program
14.1 After registration, the Speaker will receive a referral link from the Organiser, which enables the Speaker to actively promote the event. The Organiser will pay the Speaker a 20% commission based on the net ticket amount for valid referred ticket sales.
14.2 It is solely at the Organiser’s own discretion to consider ticket sales as valid within the scope of these Terms and Conditions.
14.3 The Speaker may only advertise the event on his/her own website, his/her own social media platforms and his/her own email list.
14.4 The Speaker is not permitted to advertise the event through PPC ads, brand bidding or other forms of paid advertising. He/She is also not permitted to advertise the event on websites that contain “Scuba Digital” in the URL.
14.5 There is no entitlement to commission payment for ticket sales that have not been tracked as referrals on the event platform. This can occur, for example, if the referred ticket buyer blocks cookies.
14.6 Similarly, there is no entitlement to commission payments for ticket sales that have been made on platforms other than those permitted in 14.3, that have been made in violation of 14.4, or that have been made with fraudulent intent.
14.7 No commission will be paid for refunded tickets.
14.8 Commissions for valid ticket sales will be paid to the Speaker within 30 days of the end of the event.
14.9 Commissions will only be paid if a commission of at least $50 has been earned by the end of the event. Otherwise the claim for payment of a commission is void.
14.10 If fees occur for the payment of commissions, these shall be borne by the Speaker.
15. Photography, Video, Recording & Streaming
15.1 The Speaker is prohibited from recording and distributing screencasts, screenshots and chat sequences or other areas of the event without prior written permission. This also applies to his/her own website.
15.2 The Speaker is also prohibited from streaming to another platform, such as YouTube, without prior written permission.
15.3 The Speaker agrees that the Organiser may record and broadcast photographs, streams and videos of the Speaker’s stand, the event and the Speaker’s staff during the event and the Speaker authorises this for any promotional use by the Organiser.
16. Miscellaneous matters
16.1. No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or its authorised representative.
16.2. The parties acknowledge and agree that this agreement has been jointly drawn by them and accordingly it should not be construed strictly against either party.
16.3. If any term or provision of this agreement is at any time he/sheld by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
16.4. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
16.5. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
16.6. The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.
16.7. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
16.8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise.
16.9. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
16.10. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.
Schedule 1: The Speech / Presentation
Details of the Speech / Presentation (will be defined later)
Schedule 2: Speakers travel, accommodation and subsistence
The following arrangements apply: NONE
Schedule 3: Technical equipment to be provided by the Organiser