Model Talent Standard Terms & Conditions
PARTIES
This Agreement is made between:
(i) The Animal Talent of [insert address], a company registered in England and Wales under company number 12629545 and which carries on business as an animal model and talent agency (‘the Company’), providing such services qua Employment Agency; and
(ii) [professional client name] of [professional client address] (‘the Client’)
2. TERMS AND CONDITIONS
2.1 Any individual or entity (the Client) booking an animal model or talent (jointly referred to hereinafter as the ‘Animal Model’) is contracting with the Company in accordance with these Terms and Conditions and conditions (the Terms and Conditions)
2.2 Unless and until the Client sends a booking confirmation form to the Company or otherwise confirms with the Company, by electronic-mail or by any other means, the booking of a Model and the specific details of the booking (Booking Confirmation), all negotiations relating to the booking of the Animal Model are strictly subject to contract
2.3 The Booking Confirmation together with these Terms and Conditions shall form the entire agreement between the Client and the Company relating to each booking. The failure to send the Booking Confirmation whilst proceeding with the booking will be deemed to be an acceptance by the Client of these Terms and Conditions and they shall apply to, bind the parties and govern the booking between the Company and the Client
2.4 Any amendment and/or variations made to the Booking Confirmation by the Client shall not be valid and binding unless the Company has agreed to such amendment and/or variation in advance and confirmed such amendment and/or variation
2.5 In the event of any inconsistency or contradiction between these Terms and Conditions and the Booking Confirmation, these Terms and Conditions shall prevail and bind the parties
3. BOOKINGS
3.1 Permitted Use: Booking fees provide an entitlement and right for the Client to use one image via a single published medium (unless otherwise agreed in the Booking Confirmation) from the date of the booking, in the territory and for the duration and purposes specified in the Booking Confirmation (‘Permitted Use’). The rights granted in this section are strictly subject to prompt payment in full of all fees owed to the Company prior to the image’s first use. No right to reprint or make any other use other than the Permitted Use is granted to the Client unless approved by the Company subject to section 4.1 (‘Additional Usage’)
3.2 Working Hours and Overtime. The Animal Model working hours shall be monitored and shall comply with all laws ensuring compliance with legal requirements applicable to time. Fees are charged by the day or by the hour. A ‘day’ for all animals save for cats is an eight hour period (including one hour for lunch plus rest/comfort breaks as necessary) between 9am and 6pm (for example 9am-5pm or 10am-6pm). A day for cats is a six hour period (including one hour for lunch plus rest/comfort breaks as necessary) between 9am and 5pm (for example 9am-4pm or 10am-5pm). An extra hour between 9am and 6pm is charged at the normal rate. The appropriate overtime rate is charged before 9am and after 6pm. Overtime is charged at one-and-a half times the hourly rate. Saturdays are charged at one-and-a half times the hourly rate and Sundays or bank holidays are charged at double the hourly rate. Any booking which is over five hours will be charged at the day rate as set out in the Booking Confirmation. Cats will not work in excess of six hours during any one day.
3.3 Travel: Any time costs expended by the Animal Handler travelling to or from a Client’s venue will be reimbursed by the Client. Any time spent by the Animal Model and Animal Handler travelling to or from the Client’s venue will be charged at half the hourly rate if the travel time amounts to four hours or more
3.4 Additional Expenses: All expenses incurred by the Company on the Clients’ behalf will be charged to the Client and will include an uplift of 12.5% of the total amount of the expenses
3.5 Location bookings
3.5.1 When a location booking is made, a Client must provide safe and appropriate transport for the Animal Model and Animal Handler both to the booking location and back again unless agreed otherwise. If the Client fails to provide such transport then the Company shall be entitled to re-charge the cost of the transport procured for the Animal Model and Animal Handler in accordance with this section 3.5 (‘Additional Expenses’). If an Animal Model and/or Animal handler on location is prevented from returning to his/her place of work, half the daily fee will be charged to and payable by the Client for each day that the Animal Model and/or Animal Handler is unable to return to his/her work
3.5.2 When a location booking is made, the Client will undertake an appropriate and prudent health and safety assessment of the location and shall notify the Company of any potential risks and how these have been mitigated. The Client acknowledges and agrees that at all times the Animal Model’s health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings
3.6 Veterinary Presence
3.6.1 When a location booking is made the Client will either:
(i) instruct, and be liable for all associated costs of, a suitably qualified and experienced veterinarian who will attend for the entirety of the period during which the Animal Model provides the services pursuant to the Booking Confirmation; or
(ii) identify and effect written record of the contact details for the veterinarian practice nearest to the booking location, annotating the Risk Assessment document with the same.
4. ADDITIONAL FEES
4.1 Additional Usage: All additional fees are to be agreed at the time of the booking or before any Additional Usage. Additional fees are payable for the right to use the Animal Model’s Image or reproductions reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings or anticipated purposes which are in addition to and outside the scope of the Permitted Use, details of which are set out in the Booking Confirmation, for example packaging, point of sale, posters etc. For the avoidance of doubt, additional fees are payable for the right to use the Animal Model’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings online or in any digital media including but not limited to on all social media platforms. Unless otherwise agreed and set out in the Booking Confirmation, the additional fees cover the right to use one image for the Permitted Use. Under no circumstances will each additional usage fee be less than the Animal Model’s advertised day rate as determined by the Company unless determined otherwise by the Company in its absolute discretion. For further avoidance of doubt, the Client shall send a digital copy of all the Animal Model images to the Company within 24 hours from the first usage
4.2 Territory: Additional fees are also payable, and subject always to the Company’s prior consent, for the right to use the Animal Model’s image or reproductions etc, as set out in section 4.1 above (Additional Usage) for all known or anticipated territories other than the United Kingdom. Unless otherwise agreed the additional fees cover the right to use one image for the Permitted Use in the territory or territories agreed and stipulated on the booking form
4.3 Other Services: Additional fees are also payable for other services to be supplied by the Animal Model and Animal Handler, either as part of a booking or as requested by a Client on a shoot, for example, personal appearances for PR purposes and posting images on the Animal Model’s associated social accounts and media feeds. Fees for such services will be negotiated on a case by case basis between the Client and the Company. The Client shall only be permitted to shoot behind the scenes footage on the basis of an agreement in writing in advance and a payment of an additional fee agreed pursuant to this section 4.3 (‘Other Services’)
4.4 All modifications, extensions and renewal of bookings shall be at the sole discretion of the Company
5. COMPANY FEES
5.1 All Bookings: Both the Company fees and Animal Model and Animal Model disbursement will be invoiced by the Company. Unless otherwise agreed at the time of booking the Model disbursement is 70% and the Company fee is 30% of the invoice total
5.2 Value Added Tax (“VAT”): 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
6. INVOICING
6.1 On all invoices payment is required to be made by the Client within 30 days of the date of the invoice. In all cases, the person booking the Animal Model is the Client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. The Company reserves the right in its discretion to invoice the ‘ultimate Client’, (for example designer / manufacturer / owner of the product in question). For example, this may be done if the Client is booking on behalf of the ultimate Client, in which case the Client and the ultimate Client are jointly and severally liable to pay all of the fees and settle the invoice accordingly. All fees for usage are for the right to use the Animal Model’s image and, once agreed, are payable whether or not the right is exercised. Unless the Company specifically agrees otherwise, in writing, no usage for the Animal Model’s image is permitted until the Company has received payment in full. The Company reserves the right to alter payment Terms and Conditions if it deems appropriate, prior to booking
6.2 If the Client fails to pay in full on the due date any amount which is payable to the Company without prejudice to any other right or remedy of the Company, the amount outstanding shall bear interest both before and after any judgment corresponding to the higher of:
(i) three times the legal interest rate of the applicable jurisdiction; or
(ii) five per cent per annum over Barclays Bank plc base rate
from time to time from the due date until up to and including the date that payment is made in full and such interest shall be compounded and accrued on a daily basis
6.3 In the event the Client is providing the services on behalf of or to a third-party end user, in entering into these Terms and Conditions the Client is acting in its capacity as the agent of the third-party end user and the Client shall ensure that the third-party end user:
(a) enters into an agreement with the Client on the same terms as these Terms and Conditions;
(b) acknowledges its obligations to the Company including but not limited to the obligation to pay the Company within thirty days of the date of any invoice received from the Company; and
(c) acknowledges that the third-party end user may not use the images until payment is received by the Company and that at all times the third-party end user is subject to any restrictions as to use of the images including but not limited to territorial restrictions and restrictions as to media in which the images may be used
6.4 Any fees received by the Client from the third-party end user relating to any of the rights or benefits conferred on the Client by these Terms and Conditions shall be deposited in a designated Company account by the Client (‘the Third-Party End User Fees’). The Third-Party End User Fees shall be held on trust for the Company as beneficiary until such time as all outstanding fees owed by the Client are paid in accordance with the Terms and Conditions of these Terms and Conditions
7. EXCLUSIVITY FEES
7.1 Unless otherwise agreed in the Booking Confirmation the Animal Model and Animal handler are supplied to the Client by the Company on a non-exclusive basis and the Animal Model shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client
7.2 An additional fee will need to be agreed when the use of the Animal Model’s image or the service to be supplied by an Animal Model in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the Animal Model’s image for competing and/or particular sector of products or within a particular territory. An Animal Model can supply services to and allow use of the Animal Model’s image by any competitor unless such an exclusivity fee is negotiated and paid by the Client. It is the Client’s responsibility to carry out any research, check and determine for itself whether the Animal Model supplied has undertaken or is booked to undertake any conflicting work
8. PROVISIONAL BOOKINGS
8.1 Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing and returning the Booking Confirmation) within 24 hours of the proposed booking
9. CANCELLATIONS
9.1 Cancellation of booking by the Client
9.1.1 Within 24 hours of the booking call time the full booking fee will be charged and payable by the Client unless the same Animal Model is booked within 24 hours of the cancellation in which case half the booking fee will be charged and payable by the Client
9.1.2 Outside 24 hours of the booking call time but within 48 hours of the booking call time of the booking date, half the booking fee will be charged and payable by the Client
9.1.3 The full booking fee will be charged and payable by the Client for bookings of more than three days duration
9.2 Cancellation of booking
9.2.1 Should the Company want to cancel a booking then it shall use reasonable endeavours to provide the Client with reasonable notice, take steps to offer to the Client a suitable replacement and/or substitute and take such other reasonable steps as are reasonably practicable to mitigate against such cancellation
9.2.2 In any event the Company shall be entitled to cancel a booking at any time and for any reason prior to the booking date without liability to the Client and the Client will procure the necessary insurance cover with a reputable insurance provider to protect against such cancellation and any associated liability and the Company shall not be liable to the Client for any costs incurred as a result of such cancellation
9.2.3 The Animal Model has a right to control entirely the manner in which they perform each booking which may involve the Animal Model requiring a substitute who attends and/or performs the booking. The Client acknowledges the need to procure appropriate insurance, including as set out at section 18 (‘Liability and Insurance’) in this regard
10. WEATHER RELATED CANCELLATIONS
10.1 On the first occasion of cancellation due to weather related conditions half the booking fee is charged and payable by the Client unless the Client fails to cancel in time to prevent the Animal Model’s attendance in which case the full booking fee is charged and payable by the Client. On the occasion of the second cancellation due to weather conditions and any subsequent cancellations the full booking fee is charged and payable by the Client
11. MEALS
11.1 Clients are responsible for the provision of all nutritious meals and beverage requirements of the Animal Handler (taking into account dietary requirements) whilst the Animal Model is providing services to the Client on all bookings)
12. ANIMAL MODEL CARE & SAFETY
12.1 The Company only accepts bookings ensuring that Animal Models are treated with respect and professionalism, and that all necessary steps are taken to ensure their safety, health and wellbeing. The Client shall ensure that the Animal Model is protected and maintained at all times whilst providing services to the Client and the Client will take all reasonable steps necessary to ensure that the Animal Model is protected and treated in accordance with all applicable laws and good industry practices
12.2 The use of the Animal Model’s image must not be directly or indirectly scandalous, pornographic, derogatory, or a cause of ridicule or embarrassment. The image must not be altered or distorted
12.3 The Client shall be solely responsible for ensuring the Animal Model is treated with respect and professionalism, and that all necessary steps are taken to ensure the safety, health and wellbeing of the Animal Model and Animal Handler 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. Such steps shall include without limitation:
(i) ensuring that the venue for the provision of the services and the working conditions are entirely safe and secure and maintained at a suitable temperature and allow the Animal Model and Animal handler to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws;
(ii)allowing the Animal Model to take suitable and regular rest periods, to ensure the Animal Model is able to maintain suitable amounts of rest and refreshment whilst delivering the services;
(iii)ensuring that all of the third parties engaged by the Client in relation to the delivery of the services are suitably qualified, experienced and professional and treat the Animal Model in a professional and respectful manner;
(iv)ensuring that no one imposes upon the Model any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or uncomfortable to the Model; and
(v) providing the Animal Model with an appropriate rest area to ensure that the Animal Model can prepare for, and take appropriate rest and relief breaks from, the provision of the services
13. WARRANTIES – INDEMNITY
13.1 The Client warrants and represents to the Company that:
(a) it has full capacity to enter into these Terms and Conditions and perform its obligations under these Terms and Conditions;
(b) the booking form is executed by a duly authorised representative of the Client;
(c) it will take all steps necessary to ensure that the Animal Model is protected and treated in accordance with all applicable laws and good industry practice;
(d) it has all necessary permits, licences and consents to enter into and to perform its obligations under these Terms and Conditions and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and
(e) it will promptly disclose to the Company in writing all necessary information (including without limitation the location and length of the shoot and requirements for any foreign travel) and details relating to the provision of the services to enable the Company to ensure that the Model is suitably prepared and able to perform the services
13.2 The Client shall indemnify any of the Select Agencies and keep them indemnified against all costs, expenses, damages and losses suffered or incurred by the Company and/or the Animal Model and/or the Animal Handler (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:
(a) any breach by the Client of these Terms and Conditions, including but not limited to, any breach by the Client or by any third parties engaged by the Client of sections 7 (‘Exclusivity Fees’), 9 (‘Cancellations’) and 12 (‘Animal Model Care and Safety’) of these Terms and Conditions;
(b) any claim brought by a third party against the Company in circumstances where, as a result of the Client’s acts or omissions, the distribution of images, in whatever form, outside of the agreed territory and in breach of these Terms and Conditions has. caused the Company to be in breach of the Terms and Conditions of an exclusive agreement with such third party; and
(c) 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
14. FASHION SHOWS
14.1 Catwalk bookings provide the Client with the right to make use of an Animal Model’s services on the catwalk for the specified show in accordance with these Terms and Conditions and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material (or reproductions etc. as set out in section 4.2 above (‘Territory’) is exploited for reporting purposes only. The Client is responsible for ensuring that all photographers present are aware of and comply with this condition and the Client will procure that they abide by these conditions. If any other usage is required (included, but not limited to, look books, ecommerce and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with the Company at the time of the booking
15. MUSIC VIDEOS, PROMOTIONAL FILMS
15.1 All fees will be negotiated, structured and paid by the Client on a case by case basis. In normal circumstances there will be a fee for the shoot plus an additional buyout fee payable by the Client. If not booking direct, the Client (usually the music company) will be invoiced by the Company as the ultimate Client (see section 6)
16. TEST & EXPERIMENTAL PHOTOGRAPHY
16.1 When the Company agrees to allow a photographer to take test or experimental photography the photographer is not entitled to use, or allow others to use, test and/or experimental photographs or test commercials for commercial purposes unless specific arrangements have been made and agreed in writing before the photographic session.
17. INTELLECTUAL PROPERTY RIGHTS
17.1 The photographer and/or the Client and anyone obtaining rights from or through the photographer/Client is not entitled to use any images for any usage beyond the Permitted Use, or any another usage agreed or permitted in accordance with under sections 3.1 (‘Permitted Use’), 4 (‘Additional Fees’), 14 (‘Fashion Shows’), 15 (‘Music, Videos, Promotional Films’) and 16 (‘Test and Experimental Photography’). The Client will procure that the photographer/Client agrees to restrict the use and exploitation of the copyright content of the photograph or any other intellectual property rights. If the Client is not the photographer, the Client shall draw these Terms and Conditions to the attention of the photographer and procure his agreement to them before the shoot commences
17.2 All rights not expressly granted to the Client under these Terms and Conditions are hereby fully reserved to the Company and/or the Animal Handler as appropriate. In particular, the Client acknowledges and agrees that the Company is the owner or licence holder of all commercial rights and intellectual property rights relating to the Animal Model/Animal Handler/the Company and the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Animal Model, the Animal Handler or the Company other than the rights specifically granted to the Client under these Terms and Conditions
17.3 For the avoidance of doubt, notwithstanding anything in the Booking Confirmation or these Terms and Conditions, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that the Company and the Animal Handler may use the images (or reproductions etc. as set out in section 4.2 above (‘Territory’) resulting from any booking in any form whatsoever for the following purposes:
(a) in order for the Animal Handler and the Company to promote the Animal Model and in the search of future booking opportunities for the Animal Model; and
(b) for internal and promotional purposes. Subject to the remainder of this section 17, the Animal Handler and the Company acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the Booking Confirmation and these Terms and Conditions.
18. LIABILITY & INSURANCE
18.1 No party excludes or limits its liability under these Terms and Conditions for:
(i) death or personal injury caused by its negligence;
(ii) fraudulent misrepresentation; or
(iii) any other type of liability which cannot by law be excluded or limited
18.2 Subject to section 18.1 the Company limits its liability under these Terms and Conditions, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, so that the maximum liability of the Company for all claims under these Terms and Conditions shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to the Company
18.3 The Company shall not be liable for:
(a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;
(b) product recall costs;
(c) failure by the Animal Model and/or Animal Handler to attend a booking for whatever reason;
(d) a decision by the Animal Handler to require an Animal Model substitute who attends and/or performs the booking;
(e) damage to the Client’s reputation; or
(f) consequential, special or indirect loss or damage
even if the Company has been advised of the possibility of such loss or damage
18.4 The Client shall effect and maintain (and shall require its ultimate Client, if any, to maintain), throughout the continuance of these Terms and Conditions, insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the Client that may arise under these Terms and Conditions and any insurance cover it is required to place in accordance with applicable law. Such insurance policies shall include without limitation:
(i) cancellation insurance to protect against the potential liabilities which the Company and the Client may incur as a consequence of the provisions of section 9 (‘Cancellations’) and section 10 (‘Weather Related Cancellations’);
(ii) employee liability insurance, which covers any Animal Handler who is delivering the services to the Client under the Client’s direction and control as if he/she were an employee of the Client, in an amount sufficient to cover the health and safety and future earnings of such Animal Handlers;
(iii) public liability insurance; and
(iv) travel insurance to cover the activities of the Animal Model and Model Handler whilst travelling to and from the location of the services
19. CONTRACT & AUTHORITY
19.1 All matters relating to the use of the Animal Model’s image and commercial modelling rights, any other services supplied by the Animal Model and all fees must be negotiated and agreed only with the Company. The Client shall not attempt to negotiate, nor allow others to negotiate, with the Animal Handler directly. If the Client or the photographer or any other person on their behalf or connected with them obtains the Animal Handler’s signature on any document or the Animal Handlers purported verbal agreement to anything outside of the scope of these Terms and Conditions and Conditions, such signature or verbal agreement shall not constitute a variation of these Terms and Conditions and is not binding on the Animal Handler or the Company unless and until it is agreed in writing by the Company (such agreement to be determined in the Company’s absolute discretion)
20. COMPLAINTS & DISCLAIMER
20.1 Any cause for complaint must be reported to the Company by the Client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst the Company qua agent will use reasonable endeavours to ensure that the Animal Model and Animal Handler provides a satisfactory and efficient service to the Client, the Animal Handler is self-employed and the Company cannot be held responsible for an Animal Model and/or Animal Handler’s conduct or behaviour whilst delivering the services and in this regard the Company shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of any Animal Model and/or Animal Handler
21. FORCE MAJEURE
21.1 The Company 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 Company including without limitation fire, flood or catastrophe, acts of God, insurrection, workforce action, war or riots, (an “Event of Force Majeure”) and the Company’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
22. DATA PROTECTION
22.1 In this section the following definitions apply:
(i) the terms “data controller”, “data processor”, “data subject”, “processing” and “personal data” bear the respective meanings given to them in the Data Protection Act 1998 (the “Act”) and, from the date on which it comes into force in the UK and for so long as it is in force, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”), and “data protection principles” means the eight data protection principles set out in Schedule 1 to the Act and the data protection principles set out in the GDPR (as applicable);
(ii) Data includes personal data;
(iii) Consent: means a freely given, specific, informed and unambiguous indication of an individual’s consent recorded in writing;
(iv) Data Subject Access Request; means a request from a data subject relating to their personal data pursuant to the rights granted under the applicable Data Protection Legislation;
(v) Good Industry Practice; means the exercise of that degree of skill, diligence, professionalism, prudence, foresight and management which would be expected from a market leading skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances;
(vi) Sensitive Personal Data; has the meaning given in the Act; and
(v) Talent Personal Data: means any personal data (including Sensitive Personal Data) relating to the Animal Model and/or Animal Handler
22.2 Each party shall comply with all applicable data protection and privacy laws and regulations, including the General Data Protection Regulation (EU) 2016/679 in force in the European Union and any other applicable data protection laws in force in any countries in which the Company operates its business (Data Protection Legislation) and not by any act or omission put the other party in breach of any Data Protection Legislation in connection with this agreement.
22.3 A copy of the privacy policy which gives information on how the Company uses personal data of its Clients and Animal Models is available on the Company’s website and is incorporated into these Terms and Conditions and Conditions as an operative part thereof
22.4 Where the Company transfers any Animal Model and/or Animal Handler’s personal data and/or information (Personal Data) to the Client in connection with any Booking Confirmation, the Client warrants and represents it shall:
(i) ensure it has implemented appropriate and effective technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing and accidental loss or damage;
(ii) where necessary and/or applicable, provide full and open cooperation and prompt assistance to enable the Company to comply with any request from Personal Data owners relating to their Personal Data pursuant to the rights granted under the applicable Data Protection Legislation without delay;
(iii) where necessary and/or applicable, provide full cooperation and assistance to the Company in ensuring the Personal Data is up to date, complete and accurate;
(iv) where necessary and/or applicable, provide full cooperation and assistance to the Company to ensure the Personal Data is deleted without delay in response to a valid request from a Personal Data owner;
(v) maintain internal records of all processing and (where applicable) storage of the Personal Data and make such records available to the Company and/or to any relevant supervisory authority; and
(v) ensure that access to the Personal Data is limited to those employees or authorised third parties who reasonably require access to the Personal Data pursuant to these Terms and Conditions and Conditions and that all employees and authorised third parties are informed of the confidential nature of the Personal Data
22.5 In the event of any breach of the applicable Data Protection Legislation, the Client shall:
(i) immediately and fully notify the Company in writing of any notices in connection with the processing of any of the Personal Data;
(ii) provide such information and assistance as the Company may reasonably require, including in relation to any notifications to the national data protection authority; and
(iii) take all necessary precautions to preserve the integrity of any Personal Data which it processes and to prevent any corruption or loss of such data
22.6 The Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any breach by the Client of any of its obligations under this clause 22
23. INTERPRETATION OF THESE TERMS & CONDITIONS
23.1 For the purpose of the relationship between the Client and the Company the Client acknowledges, accepts and agrees that the Company is the supplier of services which shall be strictly and exclusively governed by these Terms and Conditions. These Terms and apply to every offer, quotation, acceptance, purchase order, confirmation order, specification and/or contract for the sale and supply of services or goods (including services ancillary thereto) by the Company and supersede any other Terms and Conditions of the Client and take precedence over and override and exclude any other Terms and Conditions stipulated or incorporated or referred to by the Client whether in the Booking Confirmation or in any negotiations and any course of dealing established between the Company and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of the Company outside these Terms and Conditions which have induced the Client to enter into these Terms and Conditions (which expression shall include any contract of which these Terms and Conditions form part)
23.2 If there is any conflict between any of these Terms and Conditions and the Booking Confirmation then the terms of these Terms and Conditions shall prevail without detriment to the remaining unaffected Terms and Conditions of Booking Confirmation
24. GENERAL
24.1 If any of the Terms and Conditions, conditions or provisions of these Terms and Conditions or the Booking Confirmation are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms and conditions and provisions which will continue to be valid to the fullest extent permitted by law
24.2 Any termination of all or part of these Terms and Conditions shall not affect the coming into force or the continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force on or after such termination
24.3 Except as otherwise expressly provided in these Terms and Conditions, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the Client and the ultimate Client under these Terms and Conditions are assumed by them jointly and severally
24.4 Nothing in these Terms and Conditions shall render any party a partner or agent of the other. Except as expressly permitted by these Terms and Conditions, nothing shall allow a party to purport to undertake any obligation on behalf of the other nor expose the other party to any liability nor pledge or purport to pledge the other’s credit
24.5 No failure to exercise and no delay in exercising on the part of either party of any right, power or privileged under these Terms and Conditions shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself. For a waiver to be effective it must be made in writing
24.6 Except as and to the extent expressly otherwise specified in these Terms and Conditions, the rights and remedies contained in these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in these Terms and Conditions
24.7 The parties agree to keep, and to instruct its agents, employees, advisers and subcontractors with knowledge hereof to keep these Terms and Conditions strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances:
(a) to enable enforcement of the party’s rights under these Terms and Conditions;
(b) with the prior written consent of the other party; and
(c) as required by any applicable law
24.8 These Terms and Conditions and the booking form constitute the entire agreement between the parties and supersede any previous agreement or arrangement between the parties relating to the subject matter of these Terms and Conditions
24.9 No variation or amendment to the terms of these Terms and Conditions shall be valid and binding unless in writing and signed by an authorised representative of each party
24.10 The Client acknowledges, accepts and agrees that the Company has entered into these Terms and Conditions for the benefit of itself and the Model Handler and accordingly the Model Handler shall be entitled to enforce these Terms and Conditions as if he/she were a party to these Terms and Conditions. Except as provided in the preceding sentence, any other person who is not a party to these Terms and Conditions has no right to enforce any term of these Terms and Conditions
25. GOVERNING LAW & JURISDICTION
25.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter shall be interpreted and construed in accordance with English law
25.2 Subject to clause 25.3 below, the Parties to these Terms and Conditions irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any claim or matter arising out of or in connection with these terms and Conditions
25.3 Notwithstanding clause 25.2 above, the Parties to these Terms and Conditions agree that the Company may enforce its rights under this Agreement in any other court of competent jurisdiction outside of the courts of England and Wales
26. Electronic Signatures
26.1 Both parties may authenticate these Terms and Conditions with an electronic signature. Each party agrees that the electronic signatures of the parties contained within there Terms and Conditions, whether digital or encrypted, are intended to authenticate this writing and possess the same legal force and effect as a wet signature
26.2 An electronic signature includes any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or electronic-mail digital signatures
27. The End
27.1 Sorry we put you through all this legal jargon
SIGNED: _____________________
DATED: _____________________
SIGNED: ____________________
DATED: _____________________
(For and on behalf of The Animal Talent Ltd)
Creator Talent Standard Terms & Conditions
PARTIES
This Agreement is made between:
(i) the Animal Talent Ltd of [insert address], a company registered in England and Wales under company number 12629545 and which carries on business as a manager and representative on the Creator’s behalf for promotion related activities (‘the Company’), providing such services qua Employment Agency; and
(ii) [professional client name] of [professional client address] (‘the Client’)
1. TERMS & CONDITIONS OF BUSINESS
1.1. These Terms and Conditions of Business together with the Booking Confirmation, which will set out the work and services for the specific project and other terms for the provision of services (the “Services”) to be performed by the Company will form a binding contract between the Client named on the Booking Confirmation and the Company which shall constitute the entire agreement between the Client and the Company and apply to any Services requested and/or performed by the Company and all terms agreed upon in connection therewith between the Client and the Company (the “Agreement”)
1.2. These Terms and Conditions apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing and signed by the Company. For the avoidance of doubt the terms of the Booking Confirmation shall supersede any conflicting provision in these Terms and Conditions
2. ORDER FORM
2.1. Each Booking Confirmation shall come into force on the date specified in the Booking Confirmation when executed by both parties. All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Booking Confirmation. Each Booking Confirmation shall continue, unless terminated earlier in accordance with these Terms and Conditions or by law, until the expiration of the Term of Campaign set out in the Booking Confirmation
2.2. The Agreement is structured so that individual Booking Confirmations may be entered into by the parties. All Booking Confirmations are governed by and shall be subject to the terms of the Agreement, except for any Additional Terms or Special Conditions set out on the Booking Confirmation, which shall take precedence
2.3. The termination or expiration of any Booking Confirmation shall not affect the Agreement or any other Booking Confirmation. On the termination or expiration of the Agreement in accordance with Section 9, all Booking Confirmations shall also automatically terminate upon the effective date of termination of the Agreement
3. SERVICES
3.1. In consideration of the payment by the Client to the Company of the Fees as set out in the Booking Confirmation, the Company agrees during the Term of Campaign to perform the Services described in the Booking Confirmation in accordance with and subject to these Terms and Conditions
4. CLIENT
4.1. The Client will cooperate with the Company and, where necessary, provide as set out on an applicable Booking Confirmation, such materials listed in the Booking Confirmation (“the Client Materials”), for the Company to incorporate as required into the Services or carry out its obligations
5. FEES
5.1. The Client shall pay the Company the Fees without deduction or set-off (with VAT) within thirty days of signature of the Booking Confirmation, or otherwise in accordance with the payment terms set out in the Booking Confirmation
5.2. The Company shall be entitled to charge interest on any overdue payment at the rate of the maximum amount permitted under applicable law
5.3. The Company may charge additional Fees in accordance with its standard rates in the event of:
(i) delays or additional Services caused or required by the Client, including its failure to properly or timely provide the Company with such information, the Client Materials, instructions, media or approvals as are reasonably required for the supply of the Services;
(ii) changes to the cost of Services and other circumstances outside of the Company’s reasonable control;
(iii) the Client requiring the supply of goods and services in addition to those described in the Booking Confirmation or any variations to the Services; or
(iv) agreed third party expenses
5.4. In the event that the Client requires any change or alteration to the Services (the ‘Change/s’), the Company and the Client shall, prior to implementing such Change, agree upon:
(i) the nature of the Change;
(ii) the procedures for implementation of such Change; and
(iii) the variation to the Fees
5.5. Until any such Change is agreed in writing by the parties, the Company will continue to perform and be paid for the Services as if the Change had not been proposed, unless otherwise presented in an Booking Confirmation requested by the Client and approved in writing by the Company
5.6. All and any Changes to the Services shall be reflected and accompanied by appropriate amendments to the Booking Confirmation and Fees
6. RELATIONSHIP OF PARTIES & RIGHTS
6.1. The parties understand that the Company is an independent contractor with respect to the Client, and the Agreement creates no agency, partnership or joint venture relationship between the parties. Neither party shall have express or implied authority to act, or make any representations whatsoever, on behalf of the other. The Client understands that the Company has other clients and that the Company may offer the same or similar Services or any other services to any third party
7. CONFIDENTIALITY
7.1. The parties may disclose to each other and their designated agents, confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, know-how, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of the Agreement (“Proprietary Information”)
7.2. Each party undertakes that it will keep confidential the terms of the Agreement and any Proprietary Information supplied by either party in connection with the Agreement or in connection with the business of the other and in connection with the Services and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other Party’s prior written consent, provided however that this clause seven shall not extend to information which has previously become or is generally known to the public, unless through a breach of this Agreement or a similar confidentiality agreement:
(i) it was was previously rightfully known by the receiving party;
(ii) it has been or is hereafter rightfully received by the Receiving Party from a third person (other than the disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the disclosing Party; or
(ii) it has been independently developed by the receiving party
8. INTELLECTUAL PROPERTY
8.1. All “IPR” defined as patents, rights to or unpatented inventions, patent applications, patents, design rights, copyrights (including related rights and future copyright), trademarks, service marks, trade names and domain names or rights, rights in designs, database rights, mask work rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property or proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world of whatever nature in material devised, created or commissioned by the Company, in supplying the Services under the Agreement (“Works”) will vest in and belong solely and exclusively to the Company, unless otherwise agreed in writing on the Booking Confirmation and signed by both parties
8.2. Subject to payment of the Fees, the Client shall have the rights to use the Works (“Licence Rights”) set out in the Booking Confirmation. Such License Rights shall apply only to those ideas, concepts, proposals and parts of the Works which the Company is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to the Client but not further explored by the Company for the Client hereunder, all of which shall be retained by the Company. Where no such rights are specified, the Client is granted a non-exclusive license to use the Works for the purpose expressly described in the Booking Confirmation. Further uses shall be subject to additional terms and Fees to be agreed in writing by the parties.
8.3. The Company shall grant to the the Client (at the the Client’s expense) such rights in any third party materials, including those of the relevant influencer, as the Company is permitted by the relevant third party to grant to the Client
8.4. The Client grants the Company a non-exclusive, royalty free, worldwide licence to use the the Client Materials for all purposes relating to the Agreement and warrants that it is fully entitled to grant the Company these rights and that the the Client Materials are free of any infringing, or defamatory, obscene or other legally restricted material
8.5. Subject to clause 8.2, the relevant influencer will retain all right in the content created by it in the provision of the Services, excluding any content or intellectual property provided by the Company and/or the the Client (“Influencer Contribution“)
8.6. The Client agrees that the relevant influencer is only obliged to keep the Influencer Contribution or Deliverables on its personal social media channels or blog for 1 month following completion of the Services or otherwise for a period agreed between the Company and the Client as set out in the Booking Confirmation. Following this period, Influencer Contribution or Deliverables may be removed
8.7. The Company warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party
9. TERMINATION
9.1. The Agreement shall commence on the Commencement Date and continue on a month-to-month basis, provided, that either party may terminate the Agreement after giving thirty days written notice and subject to this clause nine
9.2. Either party shall be entitled to terminate the Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence
9.3. Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God
9.4. The Client may not cancel its order of the Services or otherwise terminate the Agreement at any time without payment of the Fees in full.
10. LIABILITY
10.1. Subject to Clause 10.2 below, the Company’s liability to the Client for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by the Company to the Client for the Services
10.2. Neither party shall be liable to the other party for any consequential loss or damage
10.3. When instructions or advice are given or received orally by the Company, it shall have no liability to the Client for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations
10.4. The Company shall have no liability to the Client in respect of the the Client Materials, provided that the Company adheres to any restrictions with the Client Materials as notified by the Client to the Company prior to the Term
11. LEGISLATION
11.1. The Client shall be responsible for and notify the Company of all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Services including without limitation any obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998; Disability Discrimination Act 1995 and equivalent legislation. The Company shall not be liable to the Client in relation to such legislation and gives no warranty, representation or undertaking in relation to it, except if agreed in writing
11.2. The Company gives no warranty, representation or undertaking in relation to any third party materials or the Client Materials provided by the Client and the Client agrees that it is responsible for its selection and use of Services
12. GOVERNING LAW & JURISDICTION
12.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter shall be interpreted and construed in accordance with English law
12.2 Subject to clause 12.3 below, the parties to these Terms and Conditions irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any claim or matter arising out of or in connection with these Terms and Conditions
12.3 Notwithstanding clause 12.2 above, the parties to these Terms and Conditions agree that the Company may enforce its rights under this Agreement in any other court of competent jurisdiction outside of the courts of England and Wales
13. GENERAL
13.1. Except as specifically set forth herein, the Agreement may be amended or terminated only by a written instrument executed by an authorised officer of the Company and the Client.
13.2. If at any time any part of the Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect
13.3. No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third parties) Act 1999
13.4. The Client shall not assign transfer or subcontract any of its rights and obligations under this Agreement without the prior written consent of the Company
13.5. During the term of the Agreement and for the six month period following its termination and exclusive of responses to postings to the general public, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other part
14. ELECTRONIC SIGNATURES
14.1 Both parties may authenticate these Terms and Conditions with an electronic signature. Each party agrees that the electronic signatures of the parties contained within there Terms and Conditions, whether digital or encrypted, are intended to authenticate this writing and possess the same legal force and effect as a wet signature
14.2 An electronic signature includes any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or electronic-mail digital signatures
15. THE END
15.1 Sorry we put you through all this legal jargon
SIGNED: _____________________
DATED: _____________________
SIGNED: ____________________
DATED: _____________________
(For and on behalf of The Animal Talent Ltd)
