Private property Referral Terms

AGREEMENT FOR PROVISION OF REFERRAL SERVICE BY
West London Film Office
THIS AGREEMENT is made the CURRENT DATE
BETWEEN:
(1) OWNER and ADDRESS (the “Owner”) and
(2) WLFO of [London Borough of Ealing Marcoms Unit 5th Flr Perceval House, 14-16 Uxbridge Rd London W5 2HL] (the “WLFO”)

RECITAL
The Owner wishes to appoint the WLFO to act as its agent, and the WLFO is willing to accept the appointment, all subject to the provisions of this Agreement
NOW IT IS AGREED AS FOLLOWS:
1. Definitions
“Commission” shall mean 20% of any filming income received by the Owner from any film or television company for the use of the Property for filming purposes
“Property” shall mean the property ADDRESS submitted by the owner to the West London Film Office via its website.
“Purpose” shall mean acting as agent for the Owner for the purpose of marketing and negotiating with appropriate film and television companies to use the Property for filming purposes
“Law”: means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforcement right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements with which the WLFO is bound to comply
“Controller”, “Personal Data” and “Process”: take the meaning given in the GDPR
“Data Protection Legislation”: (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iii) all applicable Law about the processing of personal data and privacy.
“DPA 2018”: Data Protection Act 2018
“GDPR”: the General Data Protection Regulation (Regulation (EU) 2016/679)
“LED”: Law Enforcement Directive (Directive (EU) 2016/680)
“Term” shall mean a period of 5 years commencing on CURRENT DATE.
2. Appointment
2.1 The Owner appoints the WLFO for the Purpose for the Term of this Agreement
3. Effort on part of WLFO
3.1 The WLFO shall use its reasonable endeavours to market the Property to film and television companies
3.2 The WLFO does not guarantee to the Owner the number of offers, if any, made by film and television companies for the use of the Property during the Term and accepts no liability whatsoever as to the actual number of offers for filming that may be made under the Agreement
4. Duties of WLFO
4.1 The WLFO shall:
4.1.1 carry out such marketing activities as the WLFO regard as appropriate for the Purpose, including placing the Property on the Council’s film website www.westlondonfilmoffice.co.uk and other carefully vetted film industry websites
4.1.2 provide a referral service to promote the Property to film and television companies
1. assistance in negotiating appropriate fees with the film and television companies for the use of the Property
2. acting as facilitator between the Owner and the film and television companies in respect of the Purpose
5. Acceptance of Offers
5.1 It shall be at the complete discretion whether the Owner shall or shall not accept any offer by a film or television company to use the Property. The Owner shall enter into a contract for the use of the Property directly with the film or television company if required
6. Provision of materials by the Owner
6.1 The Owner shall supply appropriate photographs of the Property and such other information and assistance as required by the WLFO for the Purpose. Such photographs, information and assistance shall be provided in time to WLFO for the Purpose
7. Commission
7.1 The Owner shall pay the Commission to the WLFO for each and every filming that takes place at the Property
7.2 The Owner shall pay the WLFO the Commission within ten days of receipt of any filming income from a film or television company
7.3 The WLFO shall be entitled to inspect any relevant accounting records, on reasonable notice given in writing, to verify the amount of Commission
7.4 If the Commission is not received in accordance with clause 7.2 above, the WLFO shall be entitled to recover the Commission as a debt to include the reasonable cost to the WLFO of recovering the Commission
8. No agency or partnership
8.1 The WLFO is a service provided by the London Borough of Ealing. Nothing in this Agreement shall constitute the creation, establishment or relationship of agency, partnership, joint venture, or employer and employee between the parties
9. Term
9.1 The WLFO is appointed as the agent of the Owner for the Term. This Agreement may be renewed for further periods of 5 years by agreement between the parties before the expiry of the Term or any renewals of the Term. If the Agreement is not renewed it will expire without notice
10. Termination
10.1 Either party may terminate this Agreement on 30 days’ written notice during the Term or any renewals of the Term
10.2 Upon termination of this Agreement, the WLFO shall return to the Owner all materials provided by the Owner
11. Limited status
11.1 The WLFO shall not enter into any contracts, make any representations or give any warranty for or on behalf of the Owner. The foregoing does not prevent the WLFO from communicating the terms and conditions for filming at the Property or discussing or negotiating with film and television companies those terms and conditions, subject always to making it clear to the film and television companies that the WLFO has no authority or ability to vary or alter them or to enter into a contract
12. Limitation of liability
12.1 The WLFO shall act as agent only in respect of the Owner and shall not be held liable in any respect whatsoever for the acts or neglects of the film or television companies or for any loss or damage howsoever caused in the course of filming, or for any loss, damage, cost or expense whether direct, indirect or consequential incurred by you or any third party claiming through you howsoever arising save as arising under statute. The WLFO will however where the Owner and film or television company so request act as mediator to endeavour to resolve any disputes between the Owner and film or television company incurred as a result of any filming contract
13. Data Protection and Confidentiality
13.1 The Owner and WLFO acknowledge that for the purposes of the Data Protection Legislation, the WLFO is the Controller. The WLFO will only Process Personal Data for the purpose of providing the Services in accordance with this Agreement and the Privacy Notice (displayed on the WLFO website) and will comply with the Data Protection Legislation.
13.2 The Freedom of Information Act 2000 gives a general right of access to information held by public authorities. Subject to any exemptions applicable, the WLFO shall comply fully with any application for information made pursuant to the Freedom of Information Act 2000
14. Entire Agreement
14.1 The Agreement is the sole and entire contract between the parties for the Purpose during the Term and, save as expressly provided, supersedes all prior negotiations, submissions or undertakings in respect of the Purpose
15. Severance
15.1 If any provision of this Agreement shall become or shall be declared by any Court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other provision, all of which shall remain in full force and effect
16. Remedies Cumulative and Survival of Agreement
16.1 Any right or remedy that either party may have in relation to a default committed by the other shall be in addition to, and shall be capable of being exercised without prejudice to, all other rights and remedies available to either party
16.2 Insofar as any of the rights and obligations of the parties in this Agreement shall or may be exercised after expiry or determination of the Agreement, the provisions of the Agreement conferring such rights and powers shall survive and remain in full force and effect notwithstanding such expiry or determination
17. Third Parties
17.1 Nothing in the Contracts (Rights of Third Parties) Act 1999 shall operate to give any third parties the right to enforce any term of this Agreement
18. Law and Jurisdiction
18.1 This Agreement shall be governed and construed according to the laws of England and Wales and the parties acknowledge and submit to the exclusive jurisdiction of the Courts of England and Wales