The booking confirmation form containing the specific terms of the booking must be signed and returned by the Client. Together these terms and conditions and the booking confirmation form constitute the “Agreement” between the Agency (on behalf of the Talent) and the Client. Any amendment and/or variations made to the Agreement by the Client shall not be valid and binding unless the Agency has agreed to such amendment and/or variation in advance and confirmed such agreement by signing a new booking confirmation form after the amendment and/or variation has been included on the booking confirmation form. In the event of any inconsistency or contradiction between these terms and conditions and the booking confirmation form, these terms and conditions shall prevail.
1.a. The Client engages the talent (“Talent”) to perform the Assignment detailed in the booking confirmation.
1.b. Bookings are provisional until the Client signs and returns the booking form. The Agency may cancel any provisional bookings if they are not confirmed by the Client, (by signing the booking confirmation form), within 24 hours. Notwithstanding the forgoing, the failure to sign and/or return the booking confirmation form 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 and govern the booking between the Agency and the Client.
2. Direct Contact
2.a. The Client shall not (and shall procure that its representatives do not), during the provision of the services or for a period of two (2) years thereafter, directly or indirectly deal with or solicit otherwise attempt to deal with or solicit the Talent, other than through the Agent.
3. Agency Fees
3.a. The Agency charges commission of 20% on all fees (including without limitation the Talent fee (hourly, daily, fitting and overtime fees), usage fees and all fees negotiated for any other service to be supplied by the Talent). Both Agency fees and Talent fees will be invoiced by the Agency.
3.b. Unless agreed otherwise the Talent is supplied to the Client by the Agency on a non-exclusive basis and the Talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client. An additional fee will need to be agreed when the use of the Talent’s image or the service to be supplied by a Talent in relation to a product is required on an exclusive or semi-exclusive (for example sector specific exclusivity) basis which precludes supplying services or allowing the use of the Talent’s image for competing and/or particular sector of products or within a particular territory. A Talent can supply services to and allow use of the Talent’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 and check whether the Talent supplied has undertaken or is booked to undertake any conflicting work.
4. Confirmation of Booking
4.a. The Agency must be supplied with all information concerning the booking. This includes details of the engager and full details of the engagement (schedule, and location details).
4.b. The Agency must be informed of the call time at least 12 hours in advance of the proposed call time, where this information is available.
5.a.VAT will be added to the invoice where appropriate together with any mutually agreed expenses. The Client shall pay VAT and the Expenses in addition to the Fees.
5.b. All advanced expenses incurred by the Agency will be subject to 12.5% charge. This includes but is not limited to: Studio hire, transport and per diems.
The usage right in respect of the Talent’s performance are set out in the booking confirmation.
Additional fees are also payable for the right to use the Talent’s image or reproductions etc, as set out in section 6 above for all known or anticipated territories.
8. Working Hours
8.a. Full day – The working day shall consist of ten hours of which one hour shall be free of all work.
8.b. Half Day – The working day shall consist of four hours of which twenty minutes will be free of all work.
8.c. Any calls made for fittings, makeup or hair shall count as working time.
8.d. There will be an overnight gap of no less than 12 hours between call times. Where the overnight break is breached, a penalty payment will be made at the standard overtime rate.
8.e. Dawn Call – In the event that the Talent is called at or before 7.30am overtime provisions will apply.
9. Provisions of meals
Food sufficient to provide three full meals (catered to the dietary requirements of the Talent) to be provided per shoot / show day, together with other suitable beverages/ light refreshments.
10. Travel Time
10.a. Talent are booked as a ‘local’ to London, M25 surrounding areas, unless otherwise agreed.
10.b. Travel time within 20 miles of Charing Cross Station to the rehearsal / production / performance venue will not be calculated as working time. Where the Talent is required to travel to or from a rehearsal / production / performance venue more than 20 miles from Charing Cross, the necessary travel time to and from the venue shall be calculated from Charing Cross and included in working hours.
10.c. Where international travel is required on a working day (fitting, rehearsal, show/shoot), working hours will be calculated from flight departure time.
10.d. Where travel to or from a location is required on a day when no further services are required a sum will be paid at no less than the half show day rate and the other terms of this agreement will apply.
10.e. For a rehearsal / production / performance venue further than 20 miles from Charing Cross Station, suitable transport must be provided there and back unless agreed otherwise.
10.f. For long-haul flights, defined as eight hours or more for the purpose of these terms and conditions, a seat in premium economy will be requested. Where this is not possible, 24 hours paid rest to be scheduled before work is required.
10.g. Sleeper bus is classed as accommodation not travel. For avoidance of doubt, in the event that travel by sleeper bus occurs during the day, usual travel provisions will apply.
If the Talent is on tour or temporarily required to relocate, single occupancy accommodation and breakfast of a good standard, three stars and above, must be provided for the Talent.
12. Other Allowances
12.a When temporarily required to relocate more than 20 miles from Charing Cross or on tour, the Talent shall receive per diems or adequate meal allowances. For work overseas, Talent will be paid per diems, not below the current Equity Overseas Touring Agreement Rates.
12.b. Must be paid to the Agency/Talent in advance of the engagement either in cash or by BACS transfer.
Anti-social working hours – Transport
12.c. For work continuing after 11pm, or commencing before or/at 7:30am, a taxi will be provided to the Talent’s home or temporary address within M25 and surrounding areas of M25.
13. Conditions of Work
13.a A private single-sex and multi sex changing area / room will be provided for the Talent’s use where this is not possible a partition will be provided or separate use times scheduled.
13.b. The Talent will have access to adequate bathroom facilities.
13.c. At all times consideration will be given to what the Talent is required to wear and temperatures will be adjusted accordingly. Guidelines suggest that the temperature in rehearsal rooms should not drop below 18 degrees centigrade or rise above 24 degrees centigrade. The rehearsal rooms or shoot / performance location will be kept well ventilated.
Flooring and Equipment:
13.d. Production shall notify the Agency immediately regarding any hazardous conditions. Please contact the Agency prior to rehearsal or shoot for a complete hazard list or for any questionable conditions.
13.e. Fresh drinking water shall be made available to the Talent for the duration of the Shoot / Show day.
The fees for the Assignment are set out in the booking confirmation. Notwithstanding, the following additional fees shall be paid by the Client (if applicable) and we will endeavour to inform you of these charges via email:
(i) After eight hours, 20% of the daily fee paid per hour
14.b. Shoot day
(ii) After ten hours, 20% of the daily fee paid per hour.
(iii) After fourteen hours of work or after midnight, the overtime rate will increase to 30% of the daily fee paid per hour.
Overnight break penalty:
14.c. To be paid at 20% of the daily fee per hour of the overnight break breached.
Night Work (Music Videos, Live shows, Private events):
14.d. Night work is defined as a call scheduled from 4.30pm and due to extend beyond midnight. A working night shall be 8 hours including a break of one hour. Night work will be by prior arrangement and at an increased rate.
14.e. Work on Public holidays will be paid at 1.5 times the day rate.
14.f. The Talent shall be compensated for any item of their clothing they are required to wear for a shoot / live performance, this must be pre-agreed with the Agency. £50 per item or £75 for an entire outfit up to 3 items.
14.g. If the Talent are provided costumes which are to be used for multiple performances over a number of days, the costumes are required to be cleaned after each day.
14.h. UK Fittings – When fittings are required outside of the Talent’ normal hours of work, a payment will be made of £50 for up to 2 hours and £50 per hour thereafter.
14.i. International and European fittings – on days where no other services are required of the Talent, they will be paid 50% of the agreed day fee. Fittings on International and European bookings may be no longer than 4 hours in length.
15. Holiday Pay
15.a. An additional 12.07% of the total daily fee(s) will be calculated and invoiced at the end of the contract period if paid holiday is not given.
15.b. For the avoidance of doubt, and in accordance with statutory obligations, a Talent must receive holiday pay for all engagements if paid time off is not given. Holiday pay cannot be ‘rolled up’ as a part of the daily fee and must be clearly itemised on all pay slips.
16. Free Day (s)
.16.a. The Talent is entitled to two days free of all calls in every distinct fourteen-day period. If a free day is breached, work on the free day will be paid at double time.
16.b. Under no circumstances shall a Talent be required to work more than 13 consecutive days.
The following cancellation fees shall apply if you wish to cancel a Talent after a booking has been confirmed:
17.a. If a booking is cancelled within 48 hours of the booking call time the full daily fee will be charged and payable by the Client, excluding any buyout.
17.b. Outside of the 48 hour period, bookings of 1-3 days length will be charged and payable by the Client at half of the daily rate, excluding any buyout.
17.c. The full booking will be charged and payable by the Client for cancelled bookings of more than three days duration within a period equal to or less than the length of the booking.
In the event of a cancellation of the Assignment due to “force majeure”, it is understood that neither party will be liable for this cancellation, subject to the remained of this clause. “Force majeure” means reason beyond the reasonable control of a party which are not foreseeable at the time of booking and these may include without limitation: fire, flood or catastrophe, acts of God, insurrection, strikes, war or riots, (an Event of Force Majeure). Both parties obligations under the Agreement shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.
18. Health and Safety and Insurance
The Client is responsible for all aspects of health and safety of studio/ rehearsal room or location, and all risk assessments must be taken of the location, equipment, work conditions and what is required of the Talent. The Client’s employer’s liability insurance must be in place, together with any other necessary insurance. Certification will be available at any time to the Talent on request via the Agency. The Client is obliged to make sure that all other people engaged in connection with the booking and associated travelling are properly qualified and insured.
19. Hazardous Duties
If there is any significant risk revealed during the process of risk assessment, such risk must be raised with the Agency before the booking takes place. For avoidance of doubt these risks may include:
19.a. Dancing on surfaces not fit for purpose including: concrete, carpet, raked stages, slippery surfaces including locations subject to inclement weather.
19.b. A Talent’s close proximity to special effects such as: fire, dangerous objects and pyrotechnic devices.
**Please note, this list is not exhaustive. It is the Client’s responsibility to identify any further significant risks that could pose a risk to the Talent and to mitigate against these.
19.c. If a Talent is required to rehearse or perform on concrete, actual dancing hours may be no longer than 4 hours.
19.d. If hazards are identified, it is the Client’s duty to ensure that proper assessments of the Talent’s health are made during the course of, and at the end of the engagement and that any aftercare including physio is provided free of charge if deemed necessary.
20. Nudity/Semi Nudity
20.a. In respect of any engagements in which there is nudity/semi nudity the Agency must be informed in writing of this fact as well as the general nature and extent of such nudity prior to the booking. The Talent’s explicit written consent must also be obtained in advance of contracts being entered into.
20.b. For the sake of clarity “nudity”, “semi-nudity” shall mean “to be in a state of undress which if in public could be regarded as indecent”.
21. Dignity at work
The Client shall ensure that the Talent is treated with respect and professionalism and that the Client takes all steps necessary to ensure that the safety, health and wellbeing of the Talent is protected and maintained at all times. The Client shall carry out the following:
21.a. at all times comply with, and take appropriate measures to ensure compliance with the requirements of the Equality Act 2010 or all other related statutory and regulatory requirements relating to equal opportunities and shall not treat any Talent less favourably than another on grounds of race, colour, religion, ethnicity, sex, age, disability, nationality, marital status or sexual orientation;
21.b.ensure that no illegal or unethical practices are undertaken during the Assignment;
21.c.ensure 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 Talent to provide the services;
21.d. allow the Talent to take suitable and regular rest periods, to ensure the Talent is able to maintain suitable amounts of rest and refreshment whilst delivering the services and provide an appropriate dressing area to ensure that the Talent privacy is respected;
21.e. ensure 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 Talent in a professional and respectful manner;
21.f. ensure that no one imposes upon the Talent any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or demeaning to the Talent;
22. Invoicing and Payment
22.a.On all invoices, payment is required to be made by the Client within 30 days NET of the date of the invoice by the Agency. The Client shall make payment of all invoices directly to the Agency. In all cases, the person booking the Talent is the Client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. The Agency reserves the right in its discretion to invoice the ‘ultimate Client’, (eg. 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 Talent’s image and, once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the Talent’s image is permitted until payment is made in full. The Agency reserves the right to alter payment terms if it deems appropriate, prior to booking. The Client shall promptly provide the Agency with a PO number if the Client requires a PO number. In the event that the Client does not provide the Agency with a PO number, all invoices shall remain payable.
22.b. If the Client fails to pay the Agency in full within the 30-day period, the amount outstanding will bear an administration fee pf £40 for amounts less than £1000 and £70 for amounts £1000 and above plus statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The rate is 8% pa plus the Bank of England base rate for business to business transactions.
The Client warrants and represents to the Agency that:
- it has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions;
- the booking form is executed by a duly authorised representative of the Client;
- it will take all steps necessary to ensure that the Talent is protected and treated in accordance with all applicable laws, good industry practice.
- 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; and
- it will promptly disclose to the Agency 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 Agency to ensure that the Talent is suitably prepared and able to perform the services.
24.a. The Client shall indemnify the Agency and keep the Agency indemnified against all costs, expenses, damages and losses suffered or incurred by the Agency (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:
24.b. any breach by the Client of these terms and conditions
24.c. any claim brought by a third party against the Agency 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 Agency to be in breach of the terms of an exclusive agreement with such third party; and
24.d. 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.
25. Liability & Insurance
25.a. 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.
25.b. subject to section 25a, the Agency 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 Agency 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 Agency;
25c) the Agency shall not be liable for:
i. loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;
ii. product recall costs;
iii. failure by the Talent to attend a booking for whatever reason;
iv. damage to the Client’s reputation; or
V. consequential, special or indirect loss or damage; even if the Agency has been advised of the possibility of such loss or damage
25.d. The Client shall effect and maintain (and shall require its ultimate Client, if any, to maintain) throughout the continuance of this terms and condition 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. Such insurance policies shall include without limitation:
i. cancellation insurance to protect against the potential liabilities which the Agency and the Client may incur as a consequence of the provisions of sections 17;
ii. insurance to protect the Talent and the Agency should any damage, injury or loss be caused whilst the Talent is providing services to the Client; and
iii. travel insurance to cover the activities of the Talent whilst travelling to and from the location of the services.
26) Contract and authority
All matters relating to the use of the Talent’s image, any other services supplied by the Talent and all fees must be negotiated and agreed only with the Agency. The Client shall not attempt to negotiate, nor allow others to negotiate, with the Talent directly. If the Client or the photographer or any other person on their behalf or connected with them obtains the Talent’s signature on any document or the Talent’s purported verbal agreement to anything, that is not binding on the Talent or the Agency unless and until it is agreed in writing by the Agency (such agreement to be determined in the Agency’s absolute discretion).
27) Complaints and disclaimer
Any cause for complaint must be reported to the Agency 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 Agency will use reasonable endeavours to ensure that the Talent provide a satisfactory and efficient service to Clients, as the Agent, the Agency cannot be held responsible for a Talent’s conduct or behaviour whilst delivering the services and in this regard the Agency shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of any Talent.
The Client hereby undertakes for himself and to procure that all persons involved (directly or indirectly) with an Assignment shall keep all information (express or oral) confidential.
29) Interpretation of terms and conditions
29a. For the purpose of the relationship between the Client and the Agency the Client acknowledges, accepts and agrees that the Agency is the supplier of services which shall be strictly and exclusively governed by these terms and conditions. These terms and conditions 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 Agency and supersede any other terms of the Client and take precedence over and override and exclude any other terms stipulated or incorporated or referred to by the Client whether in the booking confirmation form or in any negotiations and any course of dealing established between the Agency and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of the Agency 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).
29b. If there is any conflict between any of these terms and conditions and the booking confirmation form then the terms of these terms and conditions shall prevail without detriment to the remaining unaffected terms of booking confirmation form.
29c. The booking confirmation forms part of these terms and conditions and shall have effect as if set out in full in the body of these terms and conditions. Any reference to these terms and conditions includes the booking confirmation form.
30.a. If any of the terms, 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, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
30.b. 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.
30.c. 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.
30.d. 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.
30.e. 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.
30.f. 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.
30.g. The parties agree to keep, and to instruct its Agents, employees, advisers and sub-contractors 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;
i. to enable enforcement of the party’s rights under these terms and conditions;
ii. with the prior written consent of the other party; and
iii. as required by any applicable law
30.h. 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.
30.i. 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.
30.j. 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 Talent and accordingly the Talent shall be entitled to enforce these terms and conditions as if he/she were a party to these terms and conditions.
The parties agree that this Agreement and its provisions will be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.