PROPERTY AGENCY REPRESENTATION AGREEMENT

Film Locations Online (company number 16730116) a company registered in England and with its registered office address at:  201 Haverstock Hill, London, United Kingdom, NW3 4QG (“Film Locations Online“) is a location agency representing a select portfolio of professional photographic and film locations across London, the UK and throughout the world. The Location Owner (the user who adds a property to this platform) owns and/or is validly authorised to deal with the Location(s) and wishes to make the Location available for use by agencies and other clients introduced by Film Locations Online (“Client(s)”) to Book (defined below) shoots to take place at the Location in respect of the Client’s film, television, photography and other media-related activities. 

CONTRACT DETAILS

1. The agreement between the Location Owner and Film Locations Online for the Representation Appointment and the provision of the Services  in respect thereof  (the “Agreement”) is made up of the following:

(a) these Contract Details and the Schedule to it; and

(b) Film Locations Online terms and conditions provided with these Contract Details.

2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

3. Terms defined in these Contract Details shall have the same meaning in Film Locations Online’ terms and conditions (“Terms and Conditions”), unless expressly stated otherwise.  

4. Terms defined in the Terms and Conditions shall have the same meaning in these Contract Details, unless expressly stated otherwise.

The Agreement has been entered into on the date of this Agreement as stated in these Contract Details.

JJ SPACES’ TERMS AND CONDITIONS

It is hereby agreed:

1. DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation in this clause apply in this Agreement.

1. Definitions: 

“Booking”: a booking for a Shoot(s) at the Location(s) made by a Client pursuant to a Hire Agreement, including made via an Online Booking Platform, arranged and organised by JJ Spaces on the Location Owner’s behalf.  “Book” and “Booked” shall have the same meaning.

“Booking Form”: the booking confirmation document sent to the Location Owner detailing the particulars of a Booking, including the Booking Fee and Representation Charge.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.

“Business Hours”: the period from 9.00 am to 5.00 pm on any Business Day.

“Controller” and “Personal Data”: have the meanings given to them in the Data Protection Legislation.

“Confidential Information”: all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives after the date of this Agreement in connection with the Agreement, including:

1. the terms of this Agreement;
2. any information that would be regarded as confidential by a reasonable business person relating to:
   1. the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
   2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and
3. any information developed by the parties in the course of carrying out this Agreement.

“Contract year”: a 12 month period commencing on the date of the Contract Details or any anniversary of it.

“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including: the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), all as amended from time to time.

“Hire Agreement”: JJ Spaces’ standard booking terms governing the contractual relationship between the Location Owner and each Client in respect of a Booking made by a Client introduced to the Location Owner by JJ Spaces for a Shoot at the Location.

“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. 

“Materials”: the social media content, photos, videos, marketing/advertising document(s) and other materials and content made by or on behalf of JJ Spaces in respect of the provision of its Services under this Agreement. 

“Online Booking Platform”: a third party software platform used by JJ Spaces to market/advertise the Location and administer and schedule all Bookings with Clients.

“Representatives”: in relation to a party, its employees, officers, agents, contractors, subcontractors and professional advisers.

“Services”: the services, including the Representation Appointment, provided by JJ Spaces to the Location Owner under this Agreement in respect of the Location as detailed in the Contract Details, together with any other ancillary services from time to time supplied by JJ Spaces in respect of the Location and Booked Shoots.

“Shoot”:a shoot at the agreed Location(s) which is the subject of the relevant Booking.

“UK GDPR”: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1. Interpretation:
   1. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality). 
   2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
   3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   4. A reference to writing or written includes email but not fax.
      
2. REPRESENTATION APPOINTMENT
   1. As set out in the Contract Details, from the date the Location Owner signs the Contract Details, the Location Owner hereby appoints JJ Spaces to be, and JJ Spaces accepts appointment as, the Location Owner’s representative on the terms of this Agreement during the Term to promote and obtain Bookings for the Location(s) and to enter into Hire Agreements with Clients on the Location Owner’s behalf (i.e., the Representation Appointment).
   2. Nothing in this Agreement or otherwise shall make JJ Spaces or any of JJ Space’s personnel an employee of the Location Owner.
   3. Except as authorised as set out in this Agreement and/or by the Location Owner in writing, JJ Spaces shall not:
      1. act in a way that will incur any liabilities on behalf of the Location Owner nor to pledge the credit of the Location Owner; or
      2. make or give any representations, warranties or other promises concerning the Location other than as set out in the Hire Agreement and marketing materials.
   4. JJ Spaces shall ensure that Clients have notice that all Bookings for Shoots at the Location shall be on the terms of the Hire Agreement and that JJ Spaces will be entitled to the Representation Charge on conclusion of the Hire Agreement between such Client and the Location Owner.
      
3. JJ Spaces’ OBLIGATIONS
   1. JJ Spaces shall perform the Services during the Term of this Agreement with reasonable skill and care and shall not allow its interests to conflict with its duties under this Agreement. 
   2. JJ Spaces will liaise with Clients and keep the Location Owner informed of the progress of any potential Bookings at the Location. JJ Spaces shall provide the Location Owner with a Booking Form each time it enters into a Hire Agreement on the Location Owner’s behalf.
   3. JJ Spaces is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Location Owner acknowledges that the Servies performed via any Online Booking Platforms may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   4. This Agreement shall not prevent JJ Spaces from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
      
4. Location Owner’S OBLIGATIONS
   1. In respect of Bookings for Shoots, the Location Owner will enter into all agreements for Bookings with Clients as principal on the Hire Agreement, and JJ Spaces will not be a party thereto.
   2. The Location Owner shall:
      1. provide JJ Spaces with all necessary co-operation, sales literature, and other documentation and information and such other technical, market and other support as reasonably required by JJ Spaces in respect of the Representation Appointment and in order to provide the Services;
      2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its obligations under this Agreement;
      3. carry out all of its responsibilities in connection with this Agreement in a timely and efficient manner. To the extent that JJ Spaces’ performance of its obligations under this Agreement is prevented or delayed by any act of omission of the Location Owner, or any of its Representatives, JJ Spaces may adjust any agreed timetable or delivery schedule as reasonably necessary, and JJ Spaces shall not be liable for any delay or failure to deliver any or all of the Services and/or Bookings; 
      4. permit JJ Spaces and its Representatives to enter the Location(s) for the purposes of performing the Services under this Agreement; and
      5. obtain and shall maintain all licences, consents, and permissions which are necessary for JJ Spaces to carry out its obligations under this Agreement.
         
5. FEES AND EXPENSES
   1. During the Term of this Agreement, JJ Spaces is entitled to the Representation Charge if it enters into a Hire Agreement with a Client on the Location Owner’s behalf (subject to compliance with the terms of this Agreement). The amount of the Representation Charge shall be calculated by reference to a percentage of the Booking Fee under each Hire Agreement (as it may be renewed, extended or amended), subject to any increases in such percentage amounts as permitted within Agreed Representation Charge Range.
   2. The Representation Charge shall become due to JJ Spaces as soon as and to the extent that it receives the Booking Fee from the Client on behalf of the Location Owner for a Booking at the Location pursuant to the Hire Agreement in cleared funds.
   3. The Location Owner hereby authorises JJ Spaces to issue an invoice to the relevant Client for the Booking Fee on the date (or any time thereafter) that the relevant Client agrees to the terms of the Hire Agreement.
   4. The Location Owner hereby acknowledges that Clients shall be bound to pay the Booking Fee to JJ Spaces on the Location Owner’s behalf in full, who will receive those monies in its capacity as the Location Owner’s representative in respect of its Representation Appointment, and shall hold such monies in its aggregated client account until receipt of the relevant invoice from the Location Owner per clause 5.5.
   5. As soon as reasonably practicable after JJ Spaces has received the Booking Fee, JJ Spaces shall notify the Location Owner of receipt of such fee and, at any time following such notification, the Location Owner shall invoice JJ Spaces the sum of the Booking Fee, less the Representation Charge. JJ Spaces shall pay such sum to a bank account nominated in writing by the Location Owner from time to time within thirty days of receipt of such invoice.
   6. For the avoidance of doubt, JJ Spaces will not be obliged to pay any sums to the Location Owner unless and until the applicable agreed Booking Fee has been received from the Client.
   7. All amounts and fees stated or referred to in this Agreement:
      1. shall be payable in pounds sterling; and
      2. are exclusive of value added tax, which shall be added to relevant invoice(s) at the appropriate rate.
         
6. INTELLECTUAL PROPERTY 
   1. The Location Owner acknowledges and agrees that JJ Spaces and/or its licensors own all Intellectual Property Rights in the Services and the Materials. Except as expressly stated herein, this Agreement does not grant the Location Owner any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Materials.
   2. JJ Spaces confirms that it has all the rights in relation to the Services and the Materials that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
      
7. WARRANTY AND COMPLIANCE
   1. Each party represents and warrants to the other that it:
      1. has the power and authority to enter into this Agreement and to fully perform its respective obligations under this Agreement; and
      2. is  not  under  any  legal, contractual or other obligation which interferes in any way with its obligations under this Agreement.
   2. Each party shall at its own expense comply with and, to the extent reasonably necessary, assist the other party to comply with all laws and regulations relating to its activities under this Agreement, and with all and any conditions binding on it in any applicable licences, registrations, permits and approvals.
      
8. CONFIDENTIALITY 
   1. The provisions of this clause shall not apply to any Confidential Information that:
      1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
      2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
      3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; 
      4. the parties agree in writing is not confidential or may be disclosed; or
      5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
   2. Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
      1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or
      2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement.
   3. A party may disclose the other party’s Confidential Information:
      1. to those of its Representatives who need to know such Confidential Information for the purposes of exercising that party’s rights or carrying out its obligations under or in connection with this agreement, provided that it informs such Representatives of the confidential nature of the Confidential Information before disclosure; or 
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.3.2, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
   4. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
      
9. INDEMNITY 
   1. Provided that JJ Spaces performs its obligations in accordance with this Agreement in respect of its Representation Appointment and provision of Services, the Location Owner shall defend, indemnify and hold harmless JJ Spaces against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with and against any liabilities which JJ Spaces may incur  in respect of the Representation Appointment, provided that JJ Spaces was acting with reasonable care and skill within the scope of its authority under this Agreement as a representative for the Location Owner. In respect of any such claim:
      1. JJ Spaces shall:
         1. give the Location Owner prompt notice of any such claim; and
         2. provide reasonable co-operation to the Location Owner in the defence and settlement of such claim, at the Location Owner’s expense; and
      2. the Location Owner shall be given sole authority to defend or settle the claim, provided it does so diligently, promptly and using competent council.
         
10. LIMITS OF LIABILITY
    1. Except as expressly stated in clause 10.2:
       1. JJ Spaces shall not in any circumstances have any liability for any losses or damages which may be suffered by the Location Owner (or any person claiming under or through the Location Owner), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
          1. special damage even if JJ Spaces was aware of the circumstances in which such special damage could arise;
          2. loss of profits;
          3. loss of anticipated savings;
          4. loss of business opportunity;
          5. loss of goodwill;
          6. loss or corruption of data; or
          7. wasted expenditure;
       2. in each Contract Year, for all causes of action which first arise in that Contract Year, the total aggregate liability of JJ Spaces, whether in contract, tort (including negligence) or otherwise, arising under or in connection with this Agreement, shall in no circumstances exceed a sum equal to the Representation Charge paid and/or payable to JJ Spaces in that Contract Year; and
       3. the Location Owner agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) JJ Spaces shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
    2. The exclusions in clause 10.1 shall apply to the fullest extent permissible at law, but JJ Spaces does not exclude or limit its liability for:
       1. death or personal injury caused by the negligence of JJ Spaces, its officers, employees, contractors or agents;
       2. fraud or fraudulent misrepresentation;
       3. breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982; or
       4. any other liability which may not be excluded or limited by law.
    3. All dates supplied by JJ Spaces for the delivery of the Services shall be treated as approximate only. JJ Spaces shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
       
11. DATA PROTECTION
    1. The parties acknowledge that for the purposes of the Data Protection Legislation, each party is an independent Controller in respect of the sharing of Personal Data between the parties in carrying out their obligations under this Agreement.
    2. Each party shall comply with all the obligations imposed on a Controller under the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
       
12. TERM & TERMINATION
    1. This Agreement commences on the date of the Contract Details and continues, unless terminated earlier in accordance with clauses 12.3 or 12.4 or until either party gives to the other party 30 days’ written notice to terminate.
    2. Subject to the Location Owner complying with its obligations under this Agreement (including  paying  the  Representation Charge), JJ Spaces will provide the Services to the Owner with effect from the Service Commencement Date and for the Term of this Agreement.
    3. Either party may terminate this Agreement with immediate effect by notice in writing to the other party if that other party commits a material breach of this Agreement which (in the case of a breach capable of being remedied) is not remedied within 30 days of a written request to remedy.
    4. Either party may terminate this Agreement with immediate effect by notice in writing to the other party if any of the following occur in respect of the other party:
       1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
       2. it enters into any compromise or arrangement with its creditors;
       3. an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company);
       4. a receiver, manager, or administrator is appointed in respect of the whole or any part of its undertaking or assets; or
       5. any similar or analogous event to those described in sub-clauses 12.4.1 to 12.4.4 (above) affects that party in the jurisdiction in which it is domiciled or incorporated.
    5. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
    6. On termination (or expiry) for any reason:
       1. each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information, excluding any documents and/or materials which need to be retained to comply with applicable laws;
       2. the Location Owner shall immediately pay to JJ Spaces any sums due to JJ Spaces under this Agreement (whether or not yet invoiced); and
       3. any 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.
          
13. GENERAL
    1. Assignment.
       1. The Location Owner shall not, without the prior written consent of JJ Spaces, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
       2. JJ Spaces may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives written notice of such dealing to the Location Owner.
    2. Waiver.
       1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
       2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    3. Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    4. Entire agreement.
       1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
       2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
       3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
       4. Nothing in this clause shall limit or exclude any liability for fraud.
    5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    6. Severance.
       1. If any provision or part-provision of this Agreement 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 this Agreement.
       2. If any provision or part-provision of this Agreement is deemed deleted under clause 13.6.1 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.
    7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
    8. Third-party rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third-party which exists, or is available, apart from that Act.
    9. No partnership or agency.
       1. 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 any other party.
       2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    10. Force majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results 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 4 weeks, either party may terminate this Agreement by giving 5 days’ written notice to the other party. 
    11. Notices.
        1. A notice given to a party under or in connection with this Agreement shall be in writing and sent to the party at the address and email address specified in the Contract Details or as otherwise notified in writing to the other party.
        2. Any notice shall be deemed to have been received:
           1. if sent by email at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume;
           2. if delivered by hand, at the time the notice is left at the proper address; or
           3. if sent by pre-paid first-class post or other next working day delivery service, when Business Hours resume in the place of receipt on the second Business Day after posting.
        3. 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.
    12. Governing law and jurisdiction
        1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
        2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).