Parties 

  1. Bigmouth Ltd (“Bigmouth”)
  2. You (“the Voice”)

This Voicework Agency Agreement ("agreement") governs your relationship with Bigmouth. This agreement forms a binding contractual agreement between you and Bigmouth. For that reason the terms of this agreement are important and you should ensure that you read them carefully and contact us with any questions before you apply to join Bigmouth. You can contact us via [email protected] with any questions or issues.  

By clicking "I agree" when you submit your application to join Bigmouth you acknowledge and agree that you have had sufficient chance to read and understand this agreement and you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, you are not permitted to join Bigmouth.

Background

Bigmouth markets, advertises, represents and promotes voices for Voicework.

The Voice wishes to complete Voicework.

The Voice agrees to let Bigmouth market, promote, sell and advertise the Voice and Bigmouth agrees to use its best endeavours to obtain Voicework for the Voice.

The parties wish to record their agreement on the terms and conditions set out in this Agreement.

Agreed:

  1. Preamble
  2. 1.1 The Voice requests that Bigmouth acts as its sole and exclusive agent in New Zealand and acts as an international agent to provide Agency Services worldwide.

    1.2 Bigmouth agrees to act as the sole and exclusive agent of the Voice in New Zealand and as an international agent for the term of this Agreement.

    1.3 The Voice agrees to pay Bigmouth commission of 10% of the Contract Fee.

    1.4 The parties agree to the terms and conditions set out in this Agreement.

    1.5 The Commencement Date shall be the date which your application to join Bigmouth Voices via the online platform has been approved by Bigmouth.



  1. Definitions
  2. In this Agreement, unless the context otherwise requires:

    "Agency Fee" means the administration fee Bigmouth charges the Client to procure the services of the Voice.

    "Agency Services" means advertising, marketing, representing and promoting the interests of the Voice for the purpose of securing paid Voicework for the Voice.

    "Agreement" means this entire document and shall also include any variation to this Agreement. 

    Audio Profile means audio and written material of, or in relation to, the Voice procured, arranged, financed, marketed and promoted by Bigmouth.

    Booking means an agreement between Bigmouth and a Client, specifying a time and place where the Client requests Bigmouth to provide it with a voice to complete Voicework.

    Commencement Date means the date referred to on page one of this Agreement.

    Commission Fee means 10% of the Contract Fee.

    Confidential Information means all information provided by Bigmouth to the Voice that is information that is not public, including the contents of this Agreement. 

    Contract Fee” means the total fee Bigmouth agrees upon with the Client for the Voice’s Voicework services.

    Clientmeans any person or entity that agrees to pay Bigmouth the gross fee in consideration for the supply of the Voice by Bigmouth to complete Voicework.

    Direct Bookingmeans any Booking that the Voice makes or has made with any Client which Booking shall be deemed to be a Booking made by, for, or on behalf of Bigmouth.

    GSTmeans tax paid or payable under the Goods and Services Tax Act 1985 and Goods and Services Tax shall have the same meaning.

    Sample Recordingmeans promotional materials including but not limited to MP3s or other sound recordings in any format, containing an Audio Profile of the Voice which may be packaged, marketed and promoted together with other voices in any manner at Bigmouth’s discretion.

    Termmeans the number of days between Commencement Date and the termination of this Agreement inclusive.

    Voiceworkmeans the process and method of recording spoken words and vocal sound effects for the use of advertising agencies, production companies, radio and television advertisements, phone messaging systems, non-broadcast audio-visual material, in-flight entertainment, online videos, pod casts, audio books and any other audio or audio-visual material.


  3. Commencement and expiry
  4. This Agreement shall commence on the Commencement Date and shall continue for the Term until this Agreement is terminated.


  5. Commission
  6. 3.1 The commission charged by Bigmouth shall be the rate specified on page one of the Agreement.


  7. Agency
  8. 4.1 In consideration of Bigmouth’s Commission Bigmouth agrees to provide its non-exclusive Agency Services to the Voice for the term of this agreement.

    4.2 During the term of this Agreement the Voice agrees not to engage or retain any other NZ voicework agent or manager unless Bigmouth has given authority.

    4.3 The Voice agrees that Bigmouth has their authority to act as their agent in relation to Voicework, and to negotiate and sign any contract for the Voice’s services which fall within the scope of this agreement.

    4.4 Bigmouth agrees to advise the Voice of the nature and terms of such contracts for voice services as soon as practicable.


  9. Obligations of the Voice
  10. 5.1 The Voice shall:

    5.1.1 Perform its obligations under the Agreement.

    5.1.2 Support, aid and co-operate with Bigmouth to the fullest extent possible in the promotion of the Voice for Voicework.

    5.1.3 Provide and consent to the use of such material as the Voice is entitled to enable Bigmouth to use an Audio Profile of the Voice.

    5.1.4 Do anything else and provide such other services as Bigmouth may reasonably require to advertise, market, promote and represent the interests of the Voice.

    5.1.5 Notify Bigmouth of the availability of the Voice to complete Bookings and promptly give Bigmouth notice of any changes to the Voice’s contact details.

    5.1.6 Return promptly any messages that Bigmouth may leave for the Voice.

    5.1.7 Arrive at Bookings punctually, or, when necessary, advise Bigmouth and the Customer where reasonably possible that the Voice will be delayed and be unable to commence the Booking at the time notified to the Voice by either Bigmouth or the Customer.

    5.1.8 Conduct the Booking in a professional manner at all times and notify Bigmouth as soon as possible after the Voice has completed the Booking.

    5.1.9 Notify Bigmouth immediately of any Direct Booking and of information that the Voice has in respect of, or that may lead to, any Bookings with any Customer or potential Customer.

    5.2 The Voice shall not under any circumstances discuss fees with any customer of Bigmouth or any other person.

    5.3 The Voice confirms that they have full authority to enter into this Agreement and that they are not bound by any previous agreement which adversely affects this.


  11. Obligations of Bigmouth
  12. 6.1 Bigmouth shall:

    6.1.1 Advertise, market, promote and represent the interests of the voice using Bigmouth’s professional skills in the Voicework industry to procure paid Voicework for the Voice.

    6.1.2 Negotiate the Contract Fee with the customer.

    6.1.3 Pay all sums due by Bigmouth to the Voice as a result of any Bookings.

    6.1.4 Pay any other sum that may by due and payable to the Voice under the terms of this Agreement.

    6.1.5 Use its best endeavours to diligently advertise, market, promote the interests of the Voice to Voicework Clients.


  13. Payment to the Voice
  14. 7.1 Bigmouth shall negotiate the Contract Fee with the Client, and shall render an invoice to the Client following notification of the completion of the Booking by the Voice.

    7.2 The Voice acknowledges that Bigmouth will often not be paid by the Client until the 20th day of the month following the date on which Bigmouth rendered its invoice to the Client.

    7.3 Upon securing payment from the Client Bigmouth shall deduct the Commission Fee from the Contract Fee.

    7.4 Bigmouth will pay the Voice their fee within seven (7) working days of the confirmed receipt of the Contract Fee by Bigmouth. Withholding tax will be deducted, and GST added, where necessary.

    7.5 The Voice acknowledges that Bigmouth may charge the Client an Agency Fee included in the Contract Fee and that right, title and interest in the Agency Fee shall remain with Bigmouth alone.

    7.6 The Voice agrees that in addition to the Commission, Bigmouth may deduct from the Contract Fee, by way of set-off, any other moneys that the Voice may from time to time owe to Bigmouth.


  15. Termination
  16. 8.1 This Agreement will remain in force until terminated in any of the following ways:

    8.1.1 By mutual agreement of the parties in which case termination will be effected thirty (30) days after the date upon which the parties complete a written memorandum acknowledging that the Agreement is at an end and including any terms agreed relating to the termination of the Agreement.

    8.1.2 At the discretion of either party in which case three months’ notice in writing must be given to the other party.

    8.1.3 By the default or the inability of either party to perform their obligations as agreed in which case the other party shall give written notice of the details of the obligations not performed and require the former party to carry out these obligations within thirty (30) days from the date of the notice. In the case that the obligations are not performed within the thirty (30) day period then the Agreement will be considered at an end at the end of the thirty (30) day period.

    8.1.4 In the event of the liquidation or insolvency of either party.

    8.2 Any right to terminate this agreement, as set out in this clause shall not release any party from any obligations under the Agreement unfulfilled as at the date of the right to terminate the Agreement.

    8.3 Upon termination of this agreement for whatever reason, the Voice acknowledges that Bigmouth shall still be entitled to deduct Commission from any monies derived from sources to which the subparagraphs below apply so long as Bigmouth continues to be available to render Voice Agency services with respect to such engagements. The Voice will direct the Client to pay Bigmouth in accordance with this Agreement.

    • (a) Any Booking made during the Term for a date occurring after the expiry of the Term;
    • (b) Any Voicework engagements entered into by the Voice which commence after the termination of this Agreement, but which have resulted from the Agency Services of Bigmouth during the term of
    • this agreement;
    • (c) Any renewal, option, extension, rollover or other Voicework engagement derived from any earlier engagement or Booking made by Bigmouth during the term of this agreement for the services of
    • the Voice;
    • (d) Any Voicework engagement directly attributable to the circulation of the Audio Profile on a Sample Recording or otherwise. Such an engagement is deemed to be a Booking.

  17. Action and conduct following Termination
  18. 9.1 Upon the expiry of the Term or other termination, the Voice shall deliver up without retaining copies, all Confidential Information, any Audio Profile and any advertising, marketing, promotional and representative material which is the property of Bigmouth and the Voice shall cease to use the name Bigmouth or Bigmouth Limited in any way.

    9.2 Upon the request of Bigmouth, the Voice shall immediately provide Bigmouth with full particulars that the Voice may possess of Bookings and information about Customers.

    9.3 On termination or expiry of the term, Bigmouth shall deliver up without retaining copies, all Confidential Information, any Audio Profile and any advertising, marketing, promotional and representative material which is the sole property of the Voice and Bigmouth shall cease to trade on the reputation of the Voice in any way. This excludes copies of all correspondences, legal documents or material Bigmouth had or has involvement (whole or part) in creating or is legally required to retain.

    9.4 Bigmouth is not responsible or liable for returning any information, audio material, Audio Profile and any advertising, marketing, promotional and representative material that passed into the public domain prior to the date of termination.


  19. Indemnity
  20. 10.1 The Voice agrees to, at all times, uphold and not damage Bigmouth’s goodwill and reputation.

    10.2 The Voice shall keep Bigmouth indemnified from and against

    • (a) any and all losses, debts, or liability, whether criminal or civil, suffered by Bigmouth resulting from a breach of this Agreement by the Voice including, but not by way of limitation, any act, omission, neglect or default of the Voice; and
    • (b) Any successful claim by any third party alleging libel or slander in respect of any of the Voice’s obligations under this Agreement.

  21. Property - Confidentiality
  22. 11.1 Bigmouth agrees that the name of the Voice and any business name or logo with respect to the Voice’s name shall remain the sole and exclusive property of the Voice.

    11.2 The Voice acknowledges that all property right, title and interest to advertising, marketing, promotional and representative material, including but not by way of limitation, any Audio Profile and Confidential Information shall remain exclusively with Bigmouth.

    11.3 The Voice covenants that it will not, during the Term of the Agreement or thereafter, use, exploit or disclose to any person any Confidential Information supplied by Bigmouth or otherwise acquired by the Voice unless:

    • (a) Such Confidential Information is in the public domain (otherwise than as a result of a breach by the Voice of this clause); or
    • (b) The Voice can establish by written records to have had the Confidential Information in its possession at the time of the disclosure by Bigmouth which information was not acquired from Bigmouth by breach of obligation or confidence; or
    • (c) The Voice receives the Confidential Information from a third party provided that that third party, under an obligation of confidence to Bigmouth, did not obtain such information.

    11.4 Bigmouth and the Voice agree to keep the contents of this Agreement confidential and to make no public or other announcements concerning it.


  23. Notices
  24. 12.1 Any notice under this agreement shall be in writing and delivered or sent by electronic mail to the relevant party at the addresses supplied for communication purposes. Notices shall be deemed to have been received either when personally served, on transmission of electronic mail, or two (2) days after being sent by mail.


  25. Entire Agreement - Amendments and Waivers
  26. 13.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties representations or other agreements among the parties in connection with the subject matter of this Agreement.

    13.2 This agreement sets out the complete understanding of the parties in regard to their respective benefits and obligations. Any amendment or alteration to this agreement must be in writing and signed by both parties. No modification or waiver of this Agreement shall be binding unless executed in writing by both parties.

    13.3 A failure or neglect by either party to enforce at any time provision of these Agreement shall not be construed or deemed to be a waiver of the rights of either party and shall not in any way affect the validity of the whole or any part of this Agreement. No waiver of any of the provision of this Agreement shall or shall be deemed to constitute a waiver of any other provision of this Agreement. No such waiver constitutes a continuing waiver unless otherwise expressly provided.


  27. Agreement by Application - Further Assurances - Governing Law
  28. 14.1 This agreement may be executed digitally by clicking "I agree" in the Bigmouth Voices Online Portal. The clicking of "I agree" by the Voice and submitting an application to join Bigmouth Voices via the online platform indicates acceptance of the terms of this agreement by the Voice. Processing and approving the application indicates acceptance of these terms by Bigmouth.

    14.2 Each of the parties to this Agreement shall, at the request of the other party, execute and deliver any further documents or assurances and do all acts and things that the other party may reasonably require to give full force and effect to this Agreement.

    14.3 This Agreement shall be governed by and constructed in accordance with the laws of New Zealand and the parties submit to the exclusive jurisdiction of the Courts of New Zealand.

    14.4 The parties agree that the proper Court in any dispute In relation to this agreement will be the District or High Court at Auckland.


  29. Mediation and Arbitration
  30. 15.1 In the event of any dispute arising between the parties to this Agreement in respect of or in connection with the Agreement (including the validity, breach or termination of it) the parties shall, without prejudice to any other right or entitlement they may have pursuant to the Agreement or otherwise:

    • (a) Attempt to resolve any dispute arising between the parties by discussions between Bigmouth and the Voice; or
    • (b) Explore whether the dispute can be resolved by Agreement between them using informal dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique. The rules governing any such technique adopted shall be as agreed between the parties or as recommended by the Auckland District Law Society.

    15.2 In the event the dispute is not resolved by such agreement within 14 days of written notice by one party to the other of the dispute (or such further period agreed in writing between the parties), either party may issue proceedings in Court or refer the dispute to arbitration. The arbitrator shall be agreed between the parties within 10 days of written notice of the referral by the referring party to the other or falling agreement appointed by the President of the Auckland District Law Society or their nominee if they are unwilling to appoint, and in either case in accordance and subject to the provisions of the Arbitration Act 1996 or any amending


  31. Severability
  32. 16.1 If any clause or provision of this Agreement shall be held illegal or unenforceable by any judgement of any Court or Tribunal having competent jurisdiction, such judgement shall not affect the remaining provisions of this Agreement which shall remain in full force and effect as if such clause or provision held to be illegal or unenforceable had not been included in this Agreement.


  33. No Partnership or Employment
  34. 17.1 Nothing in this agreement shall mean that either party is an employee or partner of the other. The parties acknowledge that the real nature of their relationship is that of agent and principal and that the Voice is in business on their own account. 


  35. Health and Safety
  36. 18.1 The Voice will be responsible for their own safety and health. The Voice must comply with the Health and Safety in Employment Act 1992, any regulations made under that Act, and any health and safety policies, directives or procedures of Bigmouth.