BACKGROUND

1. KPSS is the owner of the Goldwell brand;

2. The Goldwell Academy (the “Academy”) is located at 130 Shaftsbury Avenue, London W1D 5EU;

3. KPSS undertake to mentor and develop the Stylist in colour techniques including using different Goldwell formulas in order develop the Stylist’s skills and talents (the “Mentorship”);

4. The Stylist will take part in a photoshoot (the “Photoshoot”) to produce an entry for Global Creative Awards 2024 (the “Competition”).

 

AGREED TERMS (the “Agreement”)

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1. INTERPRETATION

   1. The headings in this Agreement are inserted for convenience only and shall not affect its construction;

   2. Any reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it;

   3. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

 

1. TERM OF THE AGREEMENT (the “Term”)

   1. This Agreement shall commence on 1st November 2023 and shall continue through to 1st November 2024, unless terminated sooner in accordance with this Agreement.

 

1. ENTRY REQUIREMENTS

   1. The Stylist is only eligible to apply for the Mentorship if they were not part of the Mentorship in the previous year (they cannot participate two (2) years in a row);

   2. Only stylists with a maximum of 5 years' experience are eligible to participate. Anyone found to have more experience may be disqualified from the Mentorship and Competition;

   3. The Stylist must maintain an active HUB membership for the duration of the Mentorship;

   4. If the Stylist is already booked on an alternative paid mentorship programme, they have made a commitment to that program and so their application cannot transfer across to the Mentorship. If the Stylist is not accepted onto the Mentorship, they may choose an alternative option through the education book offering.

 

1. OBLIGATIONS

   1. The Stylist is obligated to attend all training sessions held at the Academy as detailed in Schedule 1;

   2. The Stylist agrees that they are responsible for the arrangement of their hair models (the “Models”), including:

      1. Obtaining release forms from the Models;

      2. Ensuring necessary skin testing is carried out on all Models prior to any treatment taking place;

      3. Any travel arrangements and/or expenses for their chosen Models to attend preparatory sessions and the Photoshoot;

   3. It is the responsibility of the salon, at which the Stylist is employed, to stock all relevant Goldwell-brand colour that the Stylist may need to carry out preparatory work on Models. KPSS will not send colour to the salon for this purpose if the salon does not carry it;

   4. The salon, at which the Stylist is employed, must carry at 80% of KPSS’s Goldwell colour range throughout the Mentorship;

   5. If the salon, at which the Stylist is employed, ceases to carry Goldwell’s main colour Topchic prior to the Global Creative Awards they are disqualified and will be liable for the Photoshoot costs up to £2,000;

   6. Mannequin heads are at the cost of the Stylist or the salon at which the Stylist is employed.

 

1. FEES AND BENEFITS

   1. The Mentorship is offered free of charge to HUB members. However, if a Stylist withdraws from the Mentorship after it has already commenced, the salon may be held responsible for the full Photoshoot fee up to £2,000;

   2. The Stylist shall receive promotional and public relations exposure, and training;

   3. The Stylist shall not receive any financial remuneration, nor travel expenses as part of the Mentorship, Photoshoot, or UK Competition;

      1. If the Stylist is a gold winner of the UK Competition, and goes on to compete in the global competition, KPSS will pay for the Stylist’s travel and expenses to attend the global competition.

 

1. CONFIDENTIALITY AND DATA PROTECTION

   1. KPSS and the Stylist acknowledge that, in the course of the Mentorship, they may have access to Confidential Information including personal data and/or business information belonging to the other Party. Both Parties agree not to disclose any such confidential information without the express agreement of the other Party;

   2. The Stylist consents to the holding, processing, and accessing of his/her personal data by KPSS for all purposes relating to the performance of this Agreement;

   3. KPSS agrees to comply with the privacy laws, including the General Data Protection Regulation and any other applicable laws in England and Wales with respect to the processing of the Stylist’s personal data.

 

1. INTELLECTUAL PROPERTY

1. KPSS shall retain ownership of, and all Rights in, any KPSS and Goldwell intellectual property, including all copy rights, patents, trademarks, service marks, trade secrets, and other proprietary rights that KPSS owned immediately prior to the Agreement or acquires or creates outside the scope of this Agreement.

 

1. PUBLICITY

   1. All public relations, press releases, and promotional activity relating to the Mentorship and Photoshoot shall be managed and approved by KPSS prior to implementation;

   2. For the duration of the Mentorship and Photoshoot, the Stylist is prohibited from posting photos or videos of Goldwell products, Models and/or the Stylist’s work to their personal or business social profiles and websites, including those of the salon they work for, without the express authorisation of KPSS.

 

1. WARRANTIES

   1. The Salon Owner, signing on behalf of the Stylist, and KPSS each hereby warrant and undertake that they have full title and authority to enter into this Agreement;

   2. Both Parties agree to comply at all times with all applicable laws, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010, and the Stylist shall not carry out any act, or omit to do anything which would cause KPSS to commit an offence under the Bribery Act 2010.

 

1. LIABILITY

   1. The Stylist shall be liable for the cost of repair or replacement of any KPSS-owned equipment that they damage or break during the Mentorship, Photoshoot, and Competition;

   2. The Stylist shall indemnify and keep KPSS indemnified from and against any and all losses, damages, demands, suits, actions, orders or judgments asserted against, relating to, imposed upon, or incurred by KPSS by reason of, resulting from, based upon or arising out of:

      1. Any breach of KPSS’s Intellectual Property Rights pursuant to clause 7 of this Agreement;

      2. Any act or omission which would cause KPSS to commit an offence under the Bribery Act 2010 pursuant to clause 9(b) of this Agreement;

   3. Each Party shall indemnify and keep the other Party indemnified from and against any and all losses, damages, demands, suits, actions, orders or judgments asserted against, relating to, imposed upon, or incurred by the other Party by reason of, resulting from, based upon or arising out of:

      1. Any misrepresentation, misstatement or breach of warranties (pursuant to clause 9 of this Agreement);

      2. Any negligent act or omission, or fraudulent or dishonest acts or omissions;

   4. Nothing in this Agreement shall exclude or in any way limit either Party’s liability for fraud, death, or personal injury caused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law.

 

1. TERMINATION

   1. The Agreement shall continue for the Term unless terminated in the following circumstances:

      1. Either party has committed a serious breach of the terms of this Agreement; or

      2. Either party provides the other with 30 days’ written notice of termination of this Agreement, taking into account any fees incurred under clause 5(a) of this Agreement.

 

1. GENERAL

   1. The Stylist shall direct all communications relating to this Agreement to Charlotte Cooper, Events Manager on charlotte.cooper@kao.com or +44 7908 714 961;

   2. The Stylist can select a maximum of three (3) unedited images from the Photoshoot to decide which one (1) they want to enter into the Competition. These images will be thumbnail and will be the Intellectual Property of KPSS and subject to Intellectual Property Rights pursuant to clause 7 of this Agreement.

      1. Images must be selected within seven (7) days of the Photoshoot, or the cost of the retouching will be charged to the salon at which the Stylist is employed.

 

1. ENTIRE AGREEMENT AND VARIATION

   1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;

   2. This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement;

   3. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

 

1. ASSIGNMENT AND THIRD PARTY RIGHTS

   1. Neither Party shall be entitled to assign, novate, or otherwise transfer this Agreement to any third party without the other Party’s prior written consent;

   2. Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement;

   3. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

 

1. GOVERNING LAW

   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 the law of England and Wales.