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Esportif Talent Terms and Conditions

1. Interpretation

  • 1.1 In this Agreement, unless the context indicates otherwise the following terms have the following meanings:
  • "Client" means that party noted as the client on the front page of this Agreement. "Contract Fee" means the fee payable by the Client to Esportif in consideration for the delivery of the Services by the Talent as agreed between Esportif and the Client as more particularly described on the Talent Requisition Form.
  • "Esportif" means Esportif International NZ Ltd trading as Esportif Talent "Event" means the particular event or programme being run by the Client on the date and at the location as noted on the Talent Requisition Form.
  • "Services" means the particular services requested by the Client to be delivered by the Talent as more particularly described on the Talent Requisition Form.
  • "Talent" means that person or persons noted as the talent on the Appearance Confirmation Form.

2. Nature of Agreement

  • 2.1 Esportif is the agent for the Talent and has the right to enter into agreements for and on behalf of the Talent.
  • 2.2 Client requests and Esportif agrees to procure the Talent to supply the Services to the Client in consideration for the Contract Fee.
  • 2.3 This Agreement sets out the terms of the Agreement between Client and Esportif and/or the Talent in relation to the supply of the Services by the Talent at the Event.

3. Payment terms

  • 3.1 In consideration of the obligations to be performed by Esportif and the Talent under this Agreement, Client agrees to pay the Contract Fee to Esportif as follows:
  • (a) A non-refundable deposit of 25% of the Contract Fee within five (5) working days of Esportif providing an invoice for the same to Client;
  • (b) The balance of the Contract Fee is payable no later than ten (10) working days prior to the date the Event as noted on the Talent Requisition Form; and
  • (c) The expenses of Esportif and/or the Talent as further detailed in clause 4 of this Agreement.

4. Expenses

  • 4.1 The Client will pay or reimburse Esportif for any and all expenses and costs incurred (including but not limited to, travel, transfers, accommodation) by Esportif and/or the Talent in relation to delivery of the Services to the Client as more specifically described in the Talent Requisition Form. Such expenses shall be paid within five (5) business days of invoice.

5. Equipment and support

  • 5.1 Client agrees to furnish at its own expense all that is reasonable and necessary for the proper presentation of the Services at the Event, including, but not limited to:
  • (a) a suitable venue with a public address system in good working conditions;
  • (b) suitable lighting system in good working condition;
  • (c) a suitable and safe performing area; and
  • (d) suitable changing facilities for the Talent.
  • 5.2 Client agrees to procure for the Talent, at Client's expense, any and all necessary permits, licenses and consents required for the Event and the provision of the Services by the Talent.

6. Intellectual Property

  • 6.1 Client agrees that the Services delivered by the Talent at the Event (or any part thereof) may not be recorded, filmed, taped, or reproduced in any form whatsoever without Esportif's prior written consent.
  • 6.2 The Client acknowledges and agrees that the delivery of the Services comprises the Talent's intellectual property.
  • 6.3 The Client further acknowledges and agrees that the intellectual property of the Talent possesses a special, unique and extraordinary character and the Client acknowledges that irreparable injury would be caused to Esportif and/or the Talent by any unauthorised use recording, filming, taping, or reproduction in any form whatsoever of the Services delivered by the Talent. Notwithstanding any other provision of this Agreement, the Client agrees that Esportif and/or the Talent shall be entitled to fifty times the Contract Fee any and all other remedies available at law in the event of a breach of this clause 6.
  • 6.4 Esportif and/or Talent agrees that the Client may use the Talent's name, pictures, photographs, and other likenesses for the reasonable advertising and promotion of the Event, provided Esportif's prior written approval is first obtained.
  • 6.5 The Client's right to use the Talent's name, pictures, photographs, and other likenesses for the reasonable advertising and promotion of the Event is limited to the period beginning from the date of this Agreement and terminating upon the earlier of:
  • (a) The date of termination or cancellation of this Agreement;
  • (b) the date of cancellation of the Event;
  • (c) or the date of the Event.

7. Limitation of Liability

  • 7.1 It is expressly understood and agreed that Esportif is acting hereunder solely in the capacity of agent of the Talent and shall not be liable or responsible in any way whatsoever for the omissions of Talent, nor for any failure by the Talent to adequately perform or comply with any term or condition of this Agreement. Client releases and indemnifies Esportif, its officers, employees, consultants and agents from and against all actions, claims, proceedings or demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Client and whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) which may arise from the delivery of the Services by the Talent.
  • 7.2 Esportif has no control over the content of the Talent's Services at the Event. In this respect:
  • (a) Any particular requirements the Client has concerning content, presentation or delivery of the Services must be conveyed by the Client to Esportif no later than ten (10) days prior to the event;
  • (b) Esportif accepts no responsibility or liability whatsoever in respect of the content of any address, performance or presentation by the Talent;
  • (c) Esportif accepts no responsibility and is not liable to the Client for any loss or damage the Client suffers and which may arise from the delivery of the Services by the Talent;
  • 7.3 The sole remedy of Client for breach by Esportif and/or Talent of any of its obligations under this Agreement is limited in all respects to the value of the Contract Fee.
  • 7.4 Where any terms, conditions and warranties are implied by law and are deemed to be included in this agreement, the liability of Esportif and/or the Talent to Client for a breach of such implied terms is limited to the maximum extent permitted by law.
  • 7.5 Esportif and/or the Talent are excused from and will not be liable for, any delay or failure in the performance of their obligations under this Agreement due to any circumstances constituting an Event of Force Majeure. For the avoidance of doubt an event of force majeure means any act occasioned by a cause beyond the reasonable control of Esportif and/or the Talent including, but not limited to, sickness, inability to perform, accident, failure or delay of means of transportation, epidemics, acts of God, war, civil disturbances, sabotage, arson, adverse government decisions, new legislation and the like.
  • 7.6 If the performance of this Agreement or any obligations under this Agreement is prevented, restricted, or interfered with by reason of an Event of Force Majeure, the affected party, upon giving prompt notice to the other party, is excused from such performance to the extent of such prevention, restriction, or interference. The affected party must use its best endeavours to avoid or remove the Event of Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Event of Force Majeure is removed.
  • 7.7 Notwithstanding any other provision of this Agreement, Client shall be obligated and liable to Esportif and/or the Talent for such proportionate amount of the Contract Fee as may be due hereunder and any expenses incurred by Esportif and/or the Talent for any Services which Esportif and/or the Talent may have rendered up to the time of the Event of Force Majeure.
  • 7.8 Either party will promptly notify the other of the occurrence of any Event of Force Majeure and of cessation of such conditions.

8. Consumer Guarantees Act 1993

  • 8.1 Client acknowledges that it is acquiring the services of Esportif and/or the Talent for 'business purposes' (as that term is defined in the Consumer Guarantees Act 1993) and as such, the provisions of the Consumer Guarantees Act 1993 do not apply.

9. Cancellation

  • 9.1 Client agrees that Esportif and/or Talent may cancel the engagement hereunder for any reason without liability by giving the Client written notice of the same at least ten (10) working days prior to the Event.
  • In the event that this Agreement is cancelled by Esportif and/or the Talent, Esportif will refund to the Client any and all sums paid on account of the Contract Fee.
  • 9.2 In the event that the Client cancels the Agreement prior to the Event, the Client will be deemed to have forfeited the Contract Fee as follows:
  • (a) Cancellation by the Client fifteen (15) or more working days prior to the Event will entitle EST to retain 25% of the Contract Fee;
  • (b) Cancellation by the Client between ten (10) and five (5) working days prior to the Event will entitle Esportif to retain 50% of the Contract Fee;
  • (c) Cancellation by the Client five (5) working days or less prior to the Event will entitled Esportif to retain 75% of the Contract Fee.

10. Termination

  • 10.1 Failure to adhere to any of the terms of the Agreement, including the payment provisions shall entitle Esportif to cancel this Agreement and Talent will be released from any and all obligations to provide the Services to the Client at the Event. For the avoidance of doubt, in the event that this Agreement is terminated the Talent will be entitled to take alternate engagements which conflict with the Event.
  • 10.2 In the event of any breach of any term of this Agreement by the Client, in addition to any other rights or remedies Esportif and/or the Talent may have, any and all deposits paid by the Client shall be deemed to be forfeited by the Client and retained by Esportif for Esportif's and/or the Talent's own account and benefit.

11. Severability

  • 11.1 If any provision hereof is invalid or unenforceable that provision will be deemed deleted and the remaining provisions hereof will remain valid and binding unless Esportif and/or the Talent decides that the effect of such severance is to defeat the original intention of the parties in which event Esportif and/or the Talent will be entitled to terminate this Agreement by giving five (5) working days' notice to Client.

12. Entire Agreement

  • 12.1 These Terms and Conditions and, the Talent Requisition Form constitutes the entire agreement between the parties with respect to the matters contemplated hereby and supersedes all prior agreements and understandings, written or oral, by and between any of the parties with respect to its subject matter.

13. Notice

  • 13.1 Any notice or other communication under this Agreement must be in writing and will be considered given when delivered personally or mailed by registered mail to the addresses listed below or such other addresses as a party may specify by notice to the other.

Elite Sports Talent:

Name: Esportif International NZ Ltd t/a Esportif Talent
Physical Address: 280 Karangahape Road
Auckland City
Postal Address: P O Box 56-011
Dominion Road
Auckland 1140
Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
Phone: + 64 9 379 3165 / + 64 21 333 591

Client:

As detailed on the Talent Appearance Confirmation Form

14. Waiver

  • 14.1 Any waiver by either party of any breach of or failure to comply with any provision of this Agreement by the other will not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any breach of, or failure to comply with, any other provision of this Agreement.

15. Entire Agreement

  • 15.1 Client acknowledges these Terms and Conditions and the Talent Requisition Form constitutes the entire agreement between the Client and Esportif Talent with respect to the delivery of the Services by the Talent at the Event listed above and supersedes all prior agreements and understandings, written or oral, by and between any of the parties with respect to its subject matter.

16. Confidentiality

  • 16.1 Except as required by law, neither party will disclose the terms of this Agreement to any third party. This provision will survive the termination or expiration of this Agreement.

17. Governing Law and Jurisdiction

  • 17.1 This Agreement will be governed by and construed in accordance with the laws of New Zealand and the New Zealand Courts shall have jurisdiction in any dispute.

18. Dispute Resolution

  • 18.1 If a dispute arises out of or related to this Agreement no party may commence Court or arbitration proceedings (other than proceedings for urgent interlocutory relief) unless it has complied with this clause.
  • 18.2 If the parties are unable to resolve any question, dispute or difference arising under this Agreement, by discussion and negotiation, within fifteen (15) days of receipt of written notice from either party that an issue exists, the parties must immediately refer the question, dispute or difference to mediation. The mediation must be conducted by a mediator and at a fee agreed by the parties. If the dispute remains unresolved after the mediation, then the dispute must be submitted to the arbitration of a single arbitrator agreed on between the parties, or in default of agreement, to be nominated by the President of the New Zealand Law Society. The arbitration will otherwise be conducted in accordance with the Arbitration Act 1996 or any statute enacted in substitution for the time being in force. The party liable for the cost of the arbitration shall be determined by the arbitrator.