Artist Terms

BACKGROUND:

(A) Skudaboo operates an online Platform through which it sells art prints, framed prints and other Products directly to customers.

(B) The Artist creates original artwork and wishes to make such artwork available for reproduction and sale on Products via the Skudaboo Platform.

(C) The parties wish to enter into this Agreement to set out the terms on which Skudaboo may reproduce the Artist's artwork on Products and sell those Products to customers.

IT IS AGREED as follows:

 

1. Definitions and Interpretation

1.1 Defined Terms

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Agreement" means this Artist Licence Agreement, including any schedules and annexes attached to it, as amended from time to time in accordance with its terms.

"Artwork" means any original artistic work, design, illustration, image, pattern or other creative work submitted by the Artist to Skudaboo for reproduction on Products.

"Artist Fee" means the fee payable to the Artist in respect of Product sales, calculated in accordance with Clause 4.

"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.

"Calendar Month" means a period beginning on the first day of a calendar month and ending on the last day of that same calendar month.

"Confidential Information" means all information of a confidential nature disclosed by one party to the other in connection with this Agreement, including business plans, pricing, customer data, financial information and technical information, but excluding information that is or becomes publicly available other than through breach of this Agreement.

"Consumer Laws" means the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any other applicable consumer protection legislation in force in England and Wales from time to time.

"Customer" means any person who purchases a Product from Skudaboo.

"Customer Contract" means the contract of sale entered into between Skudaboo and a Customer for the purchase of a Product.

"Discounted Sale Price" means the Sale Price after the application of any discount, promotional offer, voucher or similar reduction offered by Skudaboo to a Customer.

"Exclusive Artwork" means Artwork in respect of which the Artist has agreed, at the time of registration or subsequently in writing, to grant Skudaboo an exclusive licence, such that the Artist shall not licence or permit the reproduction of that Artwork by any third party during the term of this Agreement.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), moral rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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 in any part of the world.

"Non-Exclusive Artwork" means any Artwork that is not Exclusive Artwork.

"Platform" means the Skudaboo website, mobile application and any other digital channels through which Skudaboo sells Products to Customers.

"Print Price" means the retail price attributable solely to the unframed art print itself, excluding framing, mounting, gift wrapping, shipping charges, taxes and any additional Product add-ons.

"Products" means art prints, framed prints and any other Products on which the Artwork is reproduced by Skudaboo for sale to Customers.

"Registration" means the process by which the Artist creates an account on the Platform and submits Artwork for consideration by Skudaboo.

"Sale Price" means the retail price at which a Product is offered for sale to a Customer on the Platform, or, where a discount has been applied, the Discounted Sale Price.

"Self-Billed Invoice" means an invoice prepared by Skudaboo on behalf of the Artist in accordance with Clause 5.

1.2. Interpretation

In this Agreement, unless the context otherwise requires:

(a) references to Clauses and Schedules are to the clauses and schedules of this Agreement;

(b) references to a person include any individual, company, partnership, trust, unincorporated association, government or other body (whether or not having separate legal personality);

(c) words in the singular include the plural and vice versa;

(d) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it;

(e) any obligation not to do something includes an obligation not to allow or cause that thing to be done;

(f) headings are for convenience only and do not affect the interpretation of this Agreement; and

(g) a reference to writing or written includes email.

 

2. Licence Grant

2.1. Grant of Licence

Subject to the terms of this Agreement, the Artist grants to Skudaboo a non-exclusive (or, in the case of Exclusive Artwork, an exclusive), royalty-bearing, worldwide licence to:

(a) reproduce the Artwork on Products for manufacture and sale by Skudaboo;

(b) sell Products bearing the Artwork to Customers via the Platform;

(c) reproduce the Artwork in advertising, marketing and promotional materials in any medium, whether online or offline; and

(d) use and display the Artist's name, brand name, biographical information, Product titles and images of the Artwork across the Platform, social media, email communications and other marketing channels operated by or on behalf of Skudaboo.

2.2. Sub-licensing

Skudaboo may sub-licence any of the rights granted under Clause 2.1 to third-party manufacturers, fulfilment partners and other service providers solely to the extent necessary for the manufacture, fulfilment, distribution and promotion of Products.

2.3 Retention of Rights

The Artist retains all Intellectual Property Rights in the Artwork, subject to the licence granted under this Clause 2. In respect of Non-Exclusive Artwork, the Artist may continue to use, licence or sell the Artwork to third parties. In respect of Exclusive Artwork, the Artist shall not licence or permit the reproduction of such Artwork by any third party for the duration of this Agreement.

2.4. No Assignment

Nothing in this Agreement shall operate to assign any Intellectual Property Rights in the Artwork from the Artist to Skudaboo. The licence granted under Clause 2.1 is a licence only and does not transfer ownership.

 

3. Intellectual Property and Moral Rights

3.1 Moral Rights

The Artist hereby waives, to the fullest extent permitted by law under Chapter IV of the Copyright, Designs and Patents Act 1988, all moral rights in the Artwork in connection with Skudaboo's exercise of the licence granted under Clause 2.1, including (without limitation) the right to object to derogatory treatment of the Artwork. This waiver is given to enable Skudaboo to crop, resize, reformat, adapt and otherwise modify the Artwork as reasonably necessary for reproduction on Products and use in marketing materials.

3.2. Attribution

Where reasonably practicable, Skudaboo shall use reasonable endeavours to credit the Artist by name on the Platform in connection with the display and sale of Products bearing the Artwork. However, the Artist acknowledges that it may not always be practicable to provide attribution in all marketing materials, packaging or promotional contexts.

3.3 Infringement

If either party becomes aware of any actual or threatened infringement of the Intellectual Property Rights in the Artwork by a third party, it shall promptly notify the other party in writing. The parties shall cooperate in good faith to determine the appropriate course of action, provided that the Artist shall retain the primary right to bring proceedings in respect of any infringement of the Artwork.

 

4. Artist Fees and Payment

4.1. Non-Exclusive Artwork Fee

In respect of each sale of a Product bearing Non-Exclusive Artwork, Skudaboo shall pay the Artist an Artist Fee equal to 20% (twenty per cent) of the Print Price of that Product.

4.2. Exclusive Artwork Fee

In respect of each sale of a Product bearing Exclusive Artwork, Skudaboo shall pay the Artist an Artist Fee equal to 25% (twenty five per cent) of the Print Price of that Product.

4.3. Discounted Sales

Where a Product is sold at a discounted price, the Artist Fee shall be calculated on the discounted Print Price actually paid by the Customer.

4.4. When No Fee Is Payable

No Artist Fee shall be payable in respect of:

(a) orders that are cancelled by the Customer or by Skudaboo before fulfilment;

(b) Products returned by the Customer in accordance with the Customer Contract or Consumer Laws;

(c) Products returned as faulty or defective; or

(d) any Products in respect of which this Agreement has been terminated by Skudaboo pursuant to Clause 14.3 (termination for breach or cause).

4.5 Fraudulent or Manipulated Activity

Skudaboo reserves the right to withhold, adjust or recover Artist Fees where it reasonably suspects fraudulent, manipulated, deceptive or bad-faith activity affecting Product sales, referral traffic, discounts, promotional activity or Customer orders.

4.6. Payment Timing

Skudaboo shall pay Artist Fees monthly in arrears. Payment shall be made within 14 (fourteen) days of the end of each Calendar Month in respect of all qualifying sales completed during that Calendar Month.

4.7. Payment Method

Payments to UK-based Artists shall ordinarily be made by BACS transfer. Payments to international Artists may be made via PayPal or such other payment method as Skudaboo reasonably determines appropriate.

All Artist Fees shall be calculated and paid in pounds sterling (GBP). Where currency conversion applies, the Artist acknowledges that exchange rates, PayPal conversion rates and third-party payment processing fees may affect the amount received by the Artist in their local currency.

The Artist shall ensure that accurate and up-to-date payment details are maintained at all times. Skudaboo shall not be liable for any delay or failure in payment resulting from the Artist's failure to provide correct payment details.

4.8. Minimum Threshold

Skudaboo reserves the right to set a minimum payment threshold, below which Artist Fees shall be carried forward to the following Calendar Month. Any such threshold shall be communicated to the Artist in advance.

 

5. Self-Billing

5.1. Self-Billing Arrangement

The parties agree that Skudaboo shall operate a self-billing arrangement in respect of Artist Fees. Skudaboo shall prepare Self-Billed Invoices on behalf of the Artist for each payment period.

5.2. Skudaboo VAT Status

The Artist acknowledges that Skudaboo is not registered for Value Added Tax (VAT) as at the date of this Agreement. Skudaboo shall notify the Artist in writing if its VAT registration status changes.

The VAT treatment of Artist Fees may vary depending on the jurisdiction in which the Artist is established and the Artist’s VAT registration status. Each party shall be solely responsible for complying with its own VAT, tax and reporting obligations arising in connection with this Agreement.

5.3.Artist VAT Obligations

The Artist shall:

(a) notify Skudaboo promptly in writing if the Artist is or becomes registered for VAT;

(b) notify Skudaboo immediately in writing of any change in the Artist's VAT registration status;

(c) not issue separate invoices in respect of any transaction covered by a Self-Billed Invoice; and

(d) provide such information and documentation as Skudaboo may reasonably require for the purposes of the self-billing arrangement, including (where applicable) the Artist's VAT registration number.

5.4. Termination of Self-Billing

The self-billing arrangement shall continue for the duration of this Agreement unless terminated by either party giving not less than 30 days' written notice to the other, in which case the parties shall agree an alternative invoicing arrangement.

5.5 Tax Responsibility

The Artist acknowledges and agrees that the Artist is solely responsible for:

(a) declaring and accounting for any income tax, corporation tax, VAT, GST, national insurance contributions or other taxes arising in connection with Artist Fees paid under this Agreement; and

(b) complying with all applicable tax laws and reporting obligations in the jurisdiction in which the Artist is resident or carries on business.

Nothing in this Agreement shall render the Artist an employee, worker, partner or agent of Skudaboo for tax or employment purposes.

 

6. Promotional Use

6.1. Promotional Products

Subject to Clause 6.2, Skudaboo may reproduce and distribute reasonable and proportionate quantities of Products bearing the Artwork for marketing, public relations, editorial, gifting, competition or other promotional purposes without payment of any Artist Fee. Skudaboo shall use its reasonable discretion in determining what constitutes a reasonable quantity for such purposes.

6.2. Opt-Out

During Registration, the Artist may opt out of the promotional use described in Clause 6.1. Where the Artist has opted out, Skudaboo shall not use the Artist's Artwork for promotional purposes under Clause 6.1 without the Artist's prior written consent.

6.3. Marketing Materials

For the avoidance of doubt, the licence granted under Clause 2.1(c) and 2.1(d) (use of Artwork in advertising, marketing materials and across the Platform, social media, emails and marketing channels) shall apply regardless of whether the Artist has opted out under Clause 6.2. The opt-out in Clause 6.2 applies solely to the manufacture and distribution of physical Products for promotional purposes without payment of an Artist Fee. For the avoidance of doubt, Skudaboo may continue to use the Artwork, Product imagery and the Artist’s name in digital and printed marketing materials, including across the Platform, social media, email marketing, advertising, editorial content and promotional campaigns, in accordance with Clause 2.1.

 

7. Skudaboo's Discretion

7.1. Acceptance and Listing

Skudaboo reserves the right to refuse, suspend or remove any Artwork or Product from the Platform that it reasonably considers to breach this Agreement or which may expose Skudaboo to legal, reputational or commercial risk. The Artist acknowledges and agrees that:

(a) submission of Artwork does not guarantee that it will be accepted, listed or made available for sale on the Platform;

(b) Skudaboo may decline to list any Artwork without giving reasons;

(c) Skudaboo may remove any Artwork or Product from the Platform at any time and for any reason;

(d) Skudaboo may determine the retail price and any applicable discounts or promotions in respect of Products at its sole discretion, acting reasonably and in line with Skudaboo’s general pricing and promotional strategy; and

(e) Skudaboo does not guarantee that any Artwork will be promoted, featured or given any particular level of visibility on the Platform.

7.2. No Guarantee of Sales

The Artist acknowledges that Skudaboo makes no representation or guarantee that any Products bearing the Artwork will be sold. Skudaboo shall have no liability to the Artist in respect of unsold Products or for any failure to achieve any particular level of sales.

 

8. Customer Sales, Returns and Cancellations

8.1. Contract of Sale

The Artist acknowledges and agrees that the contract of sale for each Product is between Skudaboo and the Customer. The Artist is not a party to the Customer Contract and shall have no rights or obligations under it.

8.2. Customer Returns and Cancellations

Skudaboo shall manage all customer returns and cancellations in accordance with the Customer Contract and applicable Consumer Laws. The Artist shall have no involvement in the returns process.

8.3. Unreturnable Products

Where a Product is returned by a Customer or is otherwise unsaleable, Skudaboo may, at its sole discretion, dispose of, recycle or destroy such Product. Skudaboo shall have no obligation to return any physical Product to the Artist.

8.4. Adjustment of Artist Fees

Where a Customer return or cancellation results in a refund being issued to the Customer, Skudaboo may deduct the corresponding Artist Fee from subsequent payments to the Artist. Where Artist Fees have already been paid in respect of a returned or cancelled order, Skudaboo may set off such amounts against future Artist Fees.

8.5. Production and Fulfilment

The Artist acknowledges and agrees that Skudaboo shall have sole discretion and control over the manufacture, printing, framing, mounting, packaging, fulfilment, shipping and Production specifications of the Products, including the selection of suppliers, manufacturers, fulfilment partners and materials used in connection with the Products.

 

9. Artist Warranties

9.1. Warranties

The Artist represents and warrants to Skudaboo that:

(a) the Artist is the sole and original creator of the Artwork, or has obtained all necessary rights, licences and permissions to grant the licence under Clause 2.1;

(b) the Artwork is original and does not infringe the Intellectual Property Rights or any other rights of any third party;

(c) the Artist has obtained all necessary permissions, licences, consents or releases from any person whose likeness, image, name or other personal attributes appear in or are depicted by the Artwork;

(d) the Artwork does not contain any material that is defamatory, obscene, unlawful or otherwise objectionable;

(e) the Artwork does not contain hate speech, discriminatory content, extremist political content or any material that could reasonably be considered offensive, harmful or unlawful;

(f) the Artist shall disclose to Skudaboo where generative artificial intelligence tools have been materially used in the creation of the Artwork;

(g) the Artwork is not subject to any ongoing copyright dispute, takedown request or third-party complaint;

(h) the Artist has full power and authority to enter into this Agreement and to grant the rights contemplated by it;

(i) the Artwork and any information supplied by the Artist to Skudaboo is accurate, complete and not misleading; and

(j) the grant of the licence under Clause 2.1 does not conflict with any other agreement or obligation to which the Artist is subject.

 

10. Indemnity

10.1. Artist Indemnity

The Artist shall indemnify and keep indemnified Skudaboo and its officers, directors, employees, agents and successors against all costs, losses, damages, expenses (including reasonable legal fees), claims, demands, actions, proceedings and liabilities of whatever nature arising out of or in connection with:

(a) any actual or alleged infringement of the Intellectual Property Rights of any third party arising from Skudaboo's use of the Artwork in accordance with this Agreement;

(b) any breach of the warranties given by the Artist under Clause 9;

(c) any claim that the Artwork is defamatory, obscene, unlawful or otherwise objectionable; or

(d) any inaccuracy in the information supplied by the Artist to Skudaboo.

10.2. Notification

Skudaboo shall promptly notify the Artist in writing of any claim or proceeding to which the indemnity under Clause 10.1 relates and shall provide the Artist with reasonable assistance (at the Artist's expense) in defending such claim.

 

11. Limitation of Liability

11.1. Liability Cap

Subject to Clause 11.3, Skudaboo's total aggregate liability to the Artist under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of:

(a) the total Artist Fees paid by Skudaboo to the Artist during the 12 (twelve) months immediately preceding the date on which the claim arose; or

(b) one hundred pounds sterling (£100).

11.2. Excluded Losses

Subject to Clause 11.3, Skudaboo shall not be liable to the Artist for any:

(a) loss of income or revenue;

(b) loss of business or contracts;

(c) loss of profits or anticipated savings;

(d) loss of data or data corruption;

(e) loss arising from any technical issues, errors or defects in the Platform;

(f) loss arising from Platform downtime, whether scheduled or unscheduled;

(g) loss arising from errors, inaccuracies or omissions resulting from information supplied by the Artist; or

(h) any indirect, consequential or special loss or damage,

in each case howsoever arising and whether or not Skudaboo was advised of the possibility of such loss.

11.3. Unrestricted Liability

Nothing in this Agreement shall limit or exclude either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability which cannot be limited or excluded by applicable law.

 

12. Confidentiality

12.1 Each party shall keep confidential all Confidential Information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except:

(a) where required by law, regulation or court order;

(b) to its professional advisers, employees, contractors or service providers who reasonably need access to such information for the purposes of this Agreement and who are subject to confidentiality obligations; or

(c) where disclosure is reasonably necessary for the performance of this Agreement.

12.2 Each party shall use the other party's Confidential Information solely for the purposes of performing its obligations under this Agreement.

12.3 This Clause 12 shall survive termination of this Agreement.

 

13. Data Protection

13.1. Data Controller

The Artist acknowledges that Skudaboo will process the Artist's personal data (including name, address, email address, payment details and any other information provided during Registration) for the purposes of administering this Agreement and operating the Platform. Skudaboo shall be the data controller in respect of such personal data.

13.2. Processing

Skudaboo shall process the Artist's personal data in accordance with its privacy policy (as made available on the Platform from time to time) and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

13.3. Artist Obligations

The Artist shall ensure that any personal data of third parties included in or associated with the Artwork (including any names, likenesses or personal attributes) has been collected and processed in accordance with applicable data protection legislation, and that the Artist has obtained all necessary consents for Skudaboo's use of such data in connection with this Agreement.

 

14. Term and Termination

14.1. Commencement and Duration

This Agreement shall commence on the date of Registration and shall continue in force unless and until terminated in accordance with this Clause 14.

14.2. Termination by the Artist

The Artist may terminate this Agreement at any time by cancelling the Artist's Registration in writing (including by email) to Skudaboo.

14.3 Termination by Skudaboo for Cause

Skudaboo may suspend the Artist's access to the Platform or terminate this Agreement with immediate effect by giving written notice to the Artist if:

(a) the Artist commits a material breach of any term of this Agreement;

(b) Skudaboo reasonably suspects that the Artist has acted dishonestly, deceptively or unlawfully in connection with this Agreement or the Platform;

(c) the Artist's continued participation on the Platform could reasonably be expected to cause damage, harm or detriment to Skudaboo, its Customers or other artists on the Platform; or

(d) Skudaboo reasonably considers it necessary to suspend or terminate the Artist's access to the Platform:

(i) to comply with any applicable law, regulation or court order;

(ii) due to the closure, suspension or substantial restructuring of the Platform or a material part of Skudaboo’s business;

(iii) where continued participation by the Artist may expose Skudaboo to material legal, reputational or commercial risk; or

(iv) where technical, security or operational issues make continued access impracticable.

14.4. No-Fault Termination

Either party may terminate this Agreement for any reason by giving not less than 30 (thirty) days' written notice to the other party by email.

 

15. Consequences of Termination

15.1 Removal of Artwork

Following termination of this Agreement for any reason, Skudaboo may (but shall not be obligated to immediately) remove all Products bearing the Artist's Artwork from the Platform. Skudaboo shall use reasonable endeavours to remove such Products within a reasonable period following the effective date of termination. Existing marketing materials may remain in circulation for a reasonable wind-down period.

15.2. Outstanding Fees

Skudaboo shall pay any Artist Fees accrued and outstanding as at the date of termination in accordance with Clause 4.5, save where this Agreement is terminated by Skudaboo pursuant to Clause 13.3 (in which case no further Artist Fees shall be payable in respect of sales occurring after the date of termination).

15.3. Existing Orders

Skudaboo may fulfil any Customer orders placed before the effective date of termination. Artist Fees shall be payable in respect of such orders (unless Clause 4.4 applies).

15.4. Account Data

The Artist acknowledges that, following termination, the Artist may lose access to account data, sales reports, analytics and other information associated with the Artist's account on the Platform. Skudaboo shall have no obligation to retain or provide such data following termination.

15.5 Survival

Clauses 3 (Intellectual Property and Moral Rights), 9 (Artist Warranties), 10 (Indemnity), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Data Protection), 15 (Consequences of Termination) and 18 (General) shall survive the termination or expiry of this Agreement.

 

16. Platform Availability and Disclaimers

16.1 No Guarantee of Availability

Skudaboo does not warrant or guarantee that the Platform will be available at all times or that it will be free from errors, defects, viruses or interruptions. Skudaboo may suspend access to the Platform at any time for maintenance, updates or other operational purposes.

16.2. Changes to the Platform

Skudaboo reserves the right to modify, update, redesign or discontinue the Platform (or any part of it). Where reasonably practicable, Skudaboo will endeavour to provide notice to the Artist.

16.3. Listing Accuracy

Whilst Skudaboo shall use reasonable endeavours to ensure that Product listings are accurate, Skudaboo does not warrant that all listings, descriptions, colours, prices or other information on the Platform will be complete, accurate or free from error at all times.

16.4. Third-Party Services

The Platform may incorporate or rely upon third-party services, software or infrastructure. Skudaboo shall not be liable for any failure, interruption or performance issues attributable to such third-party services.

 

17. Changes to Terms

17.1 Right to Amend

Skudaboo may amend this Agreement from time to time. Where reasonably practicable, Skudaboo shall give the Artist not less than 15 (fifteen) days' written notice of any proposed amendment.

17.2. Immediate Changes

Notwithstanding Clause 17.1, Skudaboo may amend this Agreement with immediate effect where the change is required for legal, regulatory, security or technical reasons. Skudaboo shall notify the Artist of any such immediate change as soon as reasonably practicable.

17.3. Artist's Remedy

If the Artist does not agree with any amendment made under this Clause 17, the Artist's sole remedy shall be to terminate this Agreement in accordance with Clause 13.2. The Artist's continued use of the Platform following notification of an amendment shall constitute acceptance of the amended terms.

 

18. General

18.1. Entire Agreement

This Agreement (together with the documents referred to in it) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, representations and arrangements between the parties, whether written or oral, relating to such subject matter.

18.2. Severability

If any provision of this Agreement is held by a court or other competent authority to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this Clause 18.2 shall not affect the validity and enforceability of the remaining provisions.

18.3. Waiver

No failure or delay by a party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.4. Assignment

The Artist may not assign, transfer, sub-contract or otherwise dispose of any rights or obligations under this Agreement without Skudaboo's prior written consent. Skudaboo may assign or transfer this Agreement (or any of its rights or obligations under it) to any successor or affiliated entity without the Artist's consent.

18.5. Relationship of the Parties

Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, agency relationship or employment relationship between the parties. The Artist is an independent contractor and nothing in this Agreement entitles the Artist to act on behalf of Skudaboo.

18.6. Third Party Rights

No person who is not a party to this Agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

18.7. Notices

Any notice given under this Agreement shall be in writing and may be delivered by email. Notices to Skudaboo shall be sent to hello@skudaboo.co.uk. Notices to the Artist shall be sent to the email address provided by the artist during registration or otherwise notified to Skudaboo in writing.

18.8. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, flood, fire, storm, pandemic, epidemic, war, terrorism, civil unrest, strikes or labour disputes, interruption or failure of courier, shipping or transport services, supplier or manufacturer delays, shortages of materials, utility outages, internet or telecommunications failures, cyber attacks, technical failures, governmental actions, changes in law or regulation, or any other event beyond the reasonable control of the affected party.

If such event continues for a period exceeding 60 days, either party may terminate this Agreement on written notice to the other party.

18.9. Governing Law

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 the laws of England and Wales.

18.10. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

18.11. Electronic Execution

This Agreement may be executed electronically and in counterparts. The parties agree that electronic signatures, including signatures provided via electronic signature platforms, shall be valid and legally binding and shall have the same force and effect as an original handwritten signature.