These terms (the "Terms") apply whenever Side Hustle Productions Limited ("SHP", "we" or "us") engages you to provide services for a production (the "Engagement"), including (without limitation) creative, technical or design services such as lighting design, choreography, dramaturgy, photography, or artwork or poster contributions (together, the "Services"). They apply together with any fee, schedule, dates or other specifics we agree with you separately for the Engagement (for example, by email).
These Terms apply to the exclusion of any other terms or conditions, whether put forward by you or referred to in any quote, invoice or purchase order, unless we expressly agree otherwise in a document signed by us. If you continue to provide the Services after receiving these Terms, or you submit an invoice to us, you're treated as having accepted these Terms in full.
1. Delivering the Services
1.1. You will:
(a) carry out the Services with reasonable skill and care, in accordance with good industry practice for your field;
(b) follow our reasonable instructions (or those of any co-producer named in the Engagement) as to timing, format, content and delivery;
(c) deliver the Services and any materials by the date(s) agreed; and
(d) ensure that nothing you deliver infringes the intellectual property rights, privacy rights or other rights of any third party.
2. Fees and payment
2.1. The fee set out in the Engagement is the entire consideration payable to you for the Services and everything granted, assigned or licensed under these Terms. Unless we've expressly agreed otherwise in writing, once that fee is paid, no further payment, royalty or other consideration is due to you in respect of the Services or their use.
3. Ownership of intellectual property
3.1. Background IP. Any intellectual property that you owned or developed before the Engagement, or that you develop independently of it — including your existing know-how, tools, techniques, styles and pre-existing creative assets ("Background IP") — remains yours.
3.2. Work created for the Engagement. All intellectual property you create specifically for the Engagement (i.e. work made for hire, not Background IP) automatically belongs to SHP on creation. To the extent it doesn't do so automatically, you assign it to SHP with full title guarantee, and you agree to sign anything reasonably needed to confirm that.
3.3. Everything else — the licence. To the extent any of your IP (including Background IP) is used in or forms part of your work for the Engagement and isn't assigned under clause 3.2, you grant SHP a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, adapt and publish it in connection with the production — including the current run, any future productions, tours or revivals of the same show, and related marketing, archival and promotional use.
3.4. We may extend the benefit of clauses 3.2 and 3.3 to any co-producer of, or licensee in respect of, the production.
3.5. Moral rights. You waive, to the fullest extent permitted by law, all moral rights you have in any work created for the Engagement (including the right to be identified as its creator and the right to object to derogatory treatment under sections 77 to 85 of the Copyright, Designs and Patents Act 1988), whether now existing or arising in the future, in any part of the world.
4. Credit
4.1. Where contributors making a comparable creative contribution to the production are credited, we'll aim to give you credit on the same basis, if and as agreed with you. Credit is given on a reasonable-endeavours basis and isn't a condition of these Terms.
5. Data protection
5.1. If you process any personal data in providing the Services (for example, photographs of performers or audience members), you'll do so in accordance with UK data protection law, only for the purposes of the Engagement, and you won't keep that data for longer than is reasonably necessary for those purposes.
6. Liability
6.1. Except in the case of fraud, or a breach of clause 3 (Ownership of intellectual property), our total liability to you arising out of or in connection with the Engagement is capped at the amount of the fee paid or payable to you under it.
7. General
7.1. Interpretation. In these Terms, any words following "including", "include", "in particular", "such as" or any similar expression are illustrative and do not limit the sense of the words preceding them.
7.2. Status. You're engaged as an independent contractor. Nothing in these Terms creates an employment, agency, partnership or joint venture relationship between you and SHP.
7.3. No sub-contracting. You may not sub-contract or assign your obligations under the Engagement without our prior written consent.
7.4. Third party rights. Co-producers of, and licensees in respect of, the production may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999, but only with our prior written consent. No one else may enforce these Terms.
7.5. Whole agreement. These Terms, together with the specifics agreed for your Engagement, are the entire agreement between us regarding the Services, and replace any earlier discussions or understandings on the subject.
7.6. Governing law. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from them.
