TERMS AND CONDITIONS
EVOLVE MODEL MANAGEMENT LTD (company number 11292032, whose registered office is Adam House, Adam Street, London, England, WC2N 6AA “the Agency”).
- Terms and Conditions
- The signed Booking Confirmation Form together with these terms and conditions shall form the entire agreement between the Client and the Agency relating to each booking (“the Agreement”). The “Model” means the model identified in the Booking Confirmation Form.
- The Model agrees to provide the services as described on the Booking Confirmation Form (“the Services”) upon the terms of the Agreement. The “Media” means any photographs, images, drawings, videos and/or sound recordings or any other media in whatever format and however stored that is/are produced by or on behalf of the Client as result of the Model providing the Services.
- Unless and until the signed Booking Confirmation Form is returned to the Agency all discussions in relation to the Services are subject to contract and the Model shall be under no obligation to provide the Services.
- If the Client fails to sign and/or return a Booking Confirmation Form but allows the Model to perform the Services then the Client will be deemed to have accepted the Agreement which shall bind the parties and govern the booking between the Agency and the Client.
- Permitted Use
- Unless otherwise agreed in the Booking Confirmation form, the Client shall have the entitlement and right to use one image from the Media via a single published medium (“the Permitted Use”).
- The Client’s entitlement to the Permitted Use is conditional upon the payment of all sums payable by the Client under the Agreement prior to such usage occurring.
- Unless otherwise specified in the Booking Confirmation Form, the Client’s entitlement to the Permitted Use shall commence on the date that all sums payable by the Client under the Agreement have been received by the Agency and expire three months thereafter.
- Any use of Media which derogates from the Permitted Use shall be a breach of the Agreement by the Client. For the avoidance of doubt, additional fees will apply to any additional usage of Media and no additional usage is permissible unless agreed in advance of such usage, in writing by the Agency at the sole discretion of the Agency.
- Any use of Media which derogates from the Permitted Use shall be a breach of the Agreement by the Client. For the avoidance of doubt, additional fees will apply to any additional usage of Media and no additional usage is permissible unless agreed in advance of such usage, in writing by the Agency at the sole discretion of the Agency.
- Unless otherwise agreed in the Booking Confirmation Form, the Services are provided to the Client on a non-exclusive basis. The Model shall be free to provide similar and/or competing services to any other party whether or not that party competes or produces products that compete with the Client or its products. It is a matter for the Client to carry out its own research and satisfy itself as to whether the Model has undertaken or is booked to undertake any conflicting work.
- Working hours and Overtime
- All sums payable under these terms and conditions are exclusive of VAT and any other similar or equivalent taxes or duties which shall be payable in full without set off by the Client.
- Unless otherwise agreed in the Booking Confirmation Form, the fees payable by the Client in return for the Services will be calculated on the basis of either the Model’s standard day rate or hourly rate along with any applicable overtime fees. Bookings of more than 5 hours during the hours of 09:00 – 17:00 shall be charged at the day rate. A day shall mean the 8 hour period between 09:00 – 17:00.
- Any time by the Model spent travelling or in respect of fittings shall be charged at half the Model’s applicable hourly rate.
- The following: overtime fees will apply in respect of any Services provided outside the hours of 09:00 – 17:00 Monday to Friday and in respect of any Services provided on a bank holiday:
- A fee of 1.5x the Model’s standard rate shall apply to any work carried out:
- On a Saturday; or
- On a weekday (Monday – Friday) outside the hours of 09:00 – 17:00.
- A fee of 2x the Model’s standard rate shall apply to any work carried out:
- On a Sunday; or
- On a bank holiday/public holiday.
- Where the Model is required to travel to a location, the Client shall provide safe and appropriate transport that is acceptable to the Model both to the location at which the Services will be provided and for the return journey. Should the Client fail to provide such transport then the Agency will make arrangements, the costs of which shall be borne by the Client and paid by the Client to the Agency.
- The Agency will invoice the Client for the Services. Invoices are payable within 30 days of the date of the invoice. Any unpaid sums will accrue interest at a rate of 4% above the Bank of England base rate.
- The Client is the party named on the Booking Confirmation Form but the Agency also reserves the right at its sole discretion to invoice the ‘ultimate client’ if the Client is booking on behalf of another party. In such circumstance, the Client and the ultimate client are jointly and severally liable to pay all fees.
- Model wellbeing
- The Client is solely responsible for the Model’s meals during the engagement.
- Any nude or semi-nude photography must be approved by the Agency in writing in the Booking Confirmation Form. The Client shall ensure that the provision of the Services and any resulting Media do not bring either the Agency or the Model into any disrepute for any reason whatsoever. The Client agrees to ensure the provision of the Services and any resulting Media do not cause any embarrassment or discomfort to either the Model or the Agency.
- The Client shall ensure that the Model is treated at all times in a professional manner in accordance with good industry practice.
- Insurance
The Client shall effect and at all times maintain suitable insurance policies in accordance with good industry practice, including but not limited to:
- cancellation insurance to protect against the cancellation of the assignment;
- liability insurance covering injury to or death of the Model during the course of his or her assignment with the Client; and
- travel insurance to cover the Model whilst travelling to and from the assignment.
- Health and Safety
- The Client shall be solely responsible for ensuring that all necessary steps are taken to ensure the safety, health and wellbeing of the Model is protected, at all times by the Client and/or any third parties engaged by the Client in relation to the delivery of the Services.
- Prior to the Model providing the Services, the Client will undertake an appropriate and prudent health and safety assessment and will inform Agency of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law.
- The Client shall ensure that the highest standards of health and safety are complied with and hereby agrees and acknowledges the importance of the Model’s health and safety.
- Cancellation
- Cancellation by the Client within 24 hours of the start time of the Session shall result in all fees being charged and payable by the Client. Cancellations between 24 and 48 hours of the start time of the Session, shall result in 50% of the original fees being charged and payable by the Client.
- The Agency and/or the Model shall be entitled to cancel a booking and neither shall have any liability to the Client in respect of any cancellation or any loss or costs that are suffered by the Client as a result of such cancellation.
- Notwithstanding clause 7.2, the Agency and/or the Model shall use reasonable endeavours to give the Client advanced notice of any cancellation and the Agency will, where practicable, offer an alternative Model to provide the Services.
- Indemnity
- The Client hereby agrees to indemnify and keep indemnified the Agency in respect of and against all costs, expenses, damages and losses suffered or incurred by the Agency and/or the Model arising from or in relation to:
- any breach by the Client of these terms and conditions;
- any breach by the Client of any applicable laws and regulations including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.
- Music Videos
Any music videos to which the Agreement applies will be chargeable at the Model’s standard daily rate PLUS a buyout fee to be negotiated with the Agency.
- Photography
A photographer may not use test and/or experimental photographs taken of the Model for commercial purposes unless it has been agreed in advance with the Agency.
- Liability
- Nothing herein purports to exclude any party’s liability in respect of death or personal injury caused by its negligence, fraudulent misrepresentation or any other type of liability which cannot be excluded or limited under law.
- Subject to 11.1, the liability of the Agency for any claim in relation to the Agreement and/or the provision of the Services shall be limited to the amount of fees paid or payable by the Client in under the Agreements.
- Furthermore, the Agency will not be liable (whether in tort, contract or otherwise) for:
- loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;
- product recall costs;
- failure by the Model to attend a booking for whatever reason;
- a decision by the Model to require a substitute who attends and/or performs the booking;
- damage to the Client’s reputation; or
- consequential, special or indirect loss or damage;
even if the Agency has been advised of the possibility of such loss or damage
- Complaints and Disclaimer
- Any cause for complaint must be reported to the Agency without delay. Complaints cannot be dealt with once the Services have been provided.
- The Agency cannot be held responsible for a Model’s conduct or behaviour whilst delivering the Services and the Agency shall have no liability to the Client or any other party as a consequence of the behaviour or conduct of the Model (or any model).
- Force Majeure
- The Agency shall not be liable to the Client for any delay in performing or failure to perform any of its obligations under these terms and conditions which is due to any cause beyond its control and which is unknown to, and cannot reasonably be anticipated by the Agency including without limitation fire, floor or catastrophe, acts of God, insurrection, workforce action, war or riots, (an “Event of Force Majeure”) and the Agency’s obligations under these terms and conditions shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.
- Termination
- The Agency may terminate the Agreement immediately on written notice to the Client without liability to the Client if any of the following occurs:
- there are outstanding sums owing to the Agency by the Client under the Agreement;
- the Client commits a material breach of the Agreement;
- the Client is or is likely to become insolvent;
- General
- If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.
- Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or constitute any party the agent of another party.
- A failure or delay by any party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- These terms and conditions override the Booking Confirmation Form to the extent of any inconsistency. Any variation of the Agreement must be in writing and signed by the parties.
- Except where these terms and conditions expressly provides otherwise, a person who is not a party to these terms and conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions but this does not affect any right or remedy of a third party which exists or is available apart from under that Act. The Client acknowledges, accepts and agrees that the Agency has entered into these terms and conditions for the benefit of itself and the Model and accordingly the Model shall be entitled to enforce these terms and conditions as if he/she were a party to these terms and conditions.
- Any dispute or legal issue arising from the provision of the Services or in relation to the Agreement will be determined by the law of England and Wales, and considered exclusively by the Courts of England and Wales.