Terms and Conditions for Booking Talent
Issued by M Model Management, the trading name of YML HOLDINGS LTD incorporated and registered in England with registered number whose registered office is at Repton Manor, Repton Avenue, Ashford, Kent, TN23 3GP, (“Agency”).
1. Terms and Conditions
1.1. The Agency is in the business of finding work for creative people (Talent) and acting as an agent in negotiating contracts for the provision of performance services.
1.2. You (Client) would like to book the Talent on the following terms and as set out in the Booking From (Project).
1.3. The Booking Details, are the specific details of the Project to be agreed by all parties.
1.4. Unless otherwise agreed in the Booking Details the Talent Fee is 80% and the Agency Booking Fee is 20% of the total fee quoted to you.
1.5. Unless and until the Booking Details, containing the specific details of the booking, is agreed by the parties, all negotiations relating to the booking of the Talent are strictly subject to contract.
1.6. The Booking Details together with these terms and conditions, shall form the entire agreement between the Client and the Agency relating to each booking.
1.7. The failure to agree/sign/return the Booking Details 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 Agency, Client and the Talent.
1.8. Any amendment and/or variations made to the Booking Details 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 an authorised representative of the Agency signing the Booking Details after the amendment and/or variation has been included on the Booking Details.
1.9. In the event of any inconsistency or contradiction between these terms and conditions and the Booking Details, these terms and conditions shall prevail and bind the parties.
2. Booking
2.1. Permitted Purpose
The Talent will be provided to the Client for the duration and purposes specified in the Booking Details (Permitted Purpose).
Please note the rights granted in this paragraph 2.1 are strictly subject to prompt payment in full of all fees to the Agency.
2.2. Working hours Fees are charged as further detailed in the Booking Details.
2.3. Travel and Additional Expenses Costs are as further detailed in the Booking Details.
3. Agency Booking Fees
3.1. The Agency Booking Fees, Talent Fee and other fees will be invoiced by the Agency as detailed in the Booking Details.
3.2. All sums payable under these terms and conditions are exclusive of value added tax (VAT) and any other similar or equivalent taxes or duties which shall be payable in full without being set off by the Client.
4. Health & Safety
The Client has detailed any known health and safety risks in the Booking Details.
5. Invoicing
5.1. The Client must pay invoices within 30 days of the invoice date or as stated in the Booking Details. The person booking is the Client responsible for payment, unless another arrangement is confirmed in writing at booking time. The Agency can bill the ‘ultimate Client’ directly. If the Client books for the ultimate Client, both are jointly responsible for payment.
5.2. The Talent’s work cannot be used until the Agency receives full payment, unless agreed otherwise in writing.
6. Exclusivity Fees
Unless specified otherwise in the Booking Details, the Talent is not exclusive to the Client. This means the Talent can work with other clients, including competitors. If the Client wants exclusive or semi-exclusive rights to the Talent’s services (for certain sectors or areas), they need to agree in the Booking Details.
7. Provisional bookings
Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing and returning the Booking Details) within 24 hours of the proposed booking.
8. Cancellations
Client Cancellation
8.1. If the Client cancels within 24 hours of the booking’s start time, they must pay the full booking fee. If the same Talent is rebooked within 48 hours of cancellation, only half the fee is charged.
8.2. If cancellation occurs more than 48 hours but less than 72 hours before the booking’s start time, half the booking fee is charged unless the booking is moved to another date convenient for the Talent and a 50% deposit is paid in advance of the project.
8.3. Outside 24 hours of the booking call time but within 72 hours of the call time of the booking date half the total booking fee will be charged and payable by the client.
8.4. For bookings longer than three days, the full fee is charged if cancellation is within a period equal to or shorter than the booking duration.
Agency Cancellation
8.5. If the Agency cancels a booking, it will try to give the Client reasonable notice, offer a suitable replacement, and take steps to reduce the impact of the cancellation.
8.6. The Agency can cancel a booking at any time for any reason before the booking date without being liable to the Client. The Client should have insurance to cover such cancellations and any related costs. The Agency is not responsible for any costs due to cancellation.
8.7. The Client acknowledges, accepts and agrees the Talent is independent and self-employed and is not a worker. The Talent has a right to control entirely the manner in which they perform each booking which may involve the Talent requiring a substitute who attends and/or performs the booking. The Client acknowledges the need to procure appropriate insurance, in this regard.
9. Meals
Clients are responsible for the provision of all nutritious meals and beverage requirements of the Talent (taking into account dietary requirements) whilst the Talent are providing services to the Client on all bookings, unless otherwise agreed in writing.
10.
Talent Care and Safety
10.1. Photos involving nudity, semi-nudity, transparent clothing, swimwear, or lingerie must be pre-approved in writing by the Agency. Talent’s images must not be used in any scandalous, pornographic, derogatory way, nor cause them ridicule or embarrassment. Images should not be altered or distorted aside from standard retouching.
10.2. Behind-the-scenes filming is okay as long as the Talent is ready in terms of hair and makeup.
10.3. The Client must always treat the Talent with respect and professionalism, ensuring their safety, health, and well-being. This includes:
● Providing a safe, secure, and comfortable working environment.
● Allowing suitable rest periods for the Talent.
● Ensuring all third parties working with the Talent are qualified, experienced, and professional.
● Avoiding any dangerous, degrading, or demeaning situations.
● Complying with the industry’s best practices and other relevant guidelines.
● Providing a private area for the Talent to change and prepare.
● Giving proper credit to the Talent and the Agency in any publication.
11. Warranties
11.1. The Client warrants and represents to the Agency that:
● is fully able to agree to and follow these terms and conditions.
● The Booking Details is agreed by someone authorized to represent the Client.
● It will do everything needed to ensure the Talent is safe and treated well, as per the laws and good industry practices, especially as outlined in paragraph 10.
● It has all the required permits, licenses, and approvals to fulfill its obligations under these terms and conditions, and will do so following all relevant laws and regulations, including employment, health, and safety laws.
● It will quickly give the Agency all necessary information in writing (like shoot location, duration, and any travel details) to help the Agency prepare the Talent for the services.
12. Indemnity
12.1. The Client shall indemnify the Agency/Talent and keep the Agency/Talent indemnified against all costs, expenses, damages and losses suffered or incurred by the Agency and/or Talent arising out of or in connection with:
● The Client or any third party hired by the Client breaking any part of these terms and conditions;
● Any third-party claims against the Agency because the Client’s actions led to the unauthorized use of images or contributions outside of the Permitted Purpose; and
● The Client not following any relevant laws and regulations, including health and safety or employment laws.
13. Intellectual Property Rights
13.1. The photographer and/or the Client and anyone obtaining rights from or through the photographer/Client is not entitled to use any images or contributions for any usage beyond the Permitted Purpose.
13.2. 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.
13.3. All rights not expressly granted to the Client under these terms and conditions are hereby fully reserved to the Agency and/or the Talent as appropriate. In particular, the Client acknowledges and agrees that the Agency is the owner or license holder of all commercial rights and intellectual property rights relating to the Talent and the Agency and the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Talent or the Agency other than the rights specifically granted to the Client under these terms and conditions.
13.4. For the avoidance of doubt, notwithstanding anything in the Booking Details or these terms and conditions, including but not limited to any grant of exclusivity over the use of the images or contributions, the Client acknowledges and agrees that the Agency and the Talent may use the images or contributions resulting from any booking in any form whatsoever for the following purposes:
● for the Talent and the Agency to promote the Talent and in the search of future booking opportunities for the Talent; and
● for internal and promotional purposes.
13.5. Standard usage for images obtained on shoots booked through the Agency is 12 months web and social usage only unless previously agreed in writing before a booking takes place. Additional usage will need to be purchased by writing to the Agency ahead of any planned usage and a fee agreed upon or the Agency reserves the right to charge their own fees for additional usage.
14. Liability and Insurance
14.1.
No party can limit or exclude its liability for:
● Death or personal injury due to its negligence.
● Fraudulent misrepresentation.
● Any liability that cannot legally be limited or excluded.
14.2. Except for the cases in 14.1, the Agency’s maximum liability is limited to the Total Fees paid to it by the Client. The Agency is not liable for:
● Loss of business, profits, contracts, goodwill, or savings;
● Product recall costs;
● The Talent not attending a booking;
● Damage to the Client’s reputation; or
● Any indirect or consequential losses.
14.3. The Client must have insurance to cover all liabilities and risks under these terms and applicable law, including:
● Cancellation insurance;
● Employee liability insurance as required by law, covering Talent as if they were employees, for their health and safety;
● Public liability insurance of at least £10,0000; and
● Travel insurance for the Talent’s travel to and from service locations.
15. Contract and Authority
All discussions regarding the Talent’s work, commercial rights, other services, and fees must be exclusively conducted with the Agency. The Client must not engage in, or allow others to engage in, direct negotiations with the Talent. Should the Client, the photographer, or anyone acting for or associated with them, secure the Talent’s signature on any document or receive a verbal agreement from the Talent on matters beyond these terms and conditions, such actions do not change these terms and conditions. They are not valid for the Talent or the Agency unless the Agency provides written consent, which is subject to their sole discretion.
16. Complaints and Disclaimer
The Client must immediately inform the Agency of any complaints. Complaints will not be addressed effectively if raised after the services are completed. The Agency will make reasonable efforts to ensure that the Talent delivers satisfactory and efficient services. However, as the Talent is self-employed and the Agency acts only as an agent, the Agency is not accountable for the Talent’s actions or behavior during service delivery. Consequently, the Agency is not liable for any costs, expenses, or losses incurred due to the Talent’s conduct or behavior.
17. Data Protection
17.1. The Agency and the Client will adhere to all applicable data protection and privacy laws and regulations. The Agency is acknowledged as the data controller, and the Client is the data processor.
17.2. The Client is responsible for the following when handling Talent Personal Data transferred by the Agency:
● Implement appropriate measures to protect the data from unauthorized processing and accidental loss or damage.
● Cooperate with the Agency to comply with any valid Data Subject Access Request promptly.
● Assist the Agency in ensuring the deletion of Talent Personal Data in response to a valid request from a data subject.
● Maintain accurate records of all processing and storage of Talent Personal Data, demonstrating compliance with data protection principles.
● Limit access to Talent Personal Data to those who require it and ensure they understand its confidential nature. Any subcontractors or third parties granted access must agree to data protection terms as strict as these.
● Avoid actions that could cause the Agency to breach data protection legislation.
17.3. In the event of a breach of Data Protection Legislation, immediately notify the Agency, provide necessary assistance, preserve the integrity of the data, and restore any lost data promptly.
17.4. The Client shall indemnify the Agency against all liabilities, costs, expenses, damages, and losses incurred due to any breach by the Client of its obligations under this data protection clause.
18. Interpretation of Terms and Conditions
18.1. If there is any conflict between any of these terms and conditions and the Booking Details, then the terms and conditions shall prevail without detriment to the remaining unaffected terms of Booking Details.
18.2. The Booking Details part of these terms and conditions 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 Details.
19. General
19.1. If any part of these terms and conditions or the booking confirmation is found to be invalid or unenforceable by a court, that part will be removed. The rest of the terms will still be valid.
19.2. Terminating these terms won’t affect any part that is meant to continue after termination.
19.3. All commitments, promises, and obligations made by the Client and the ultimate Client under these terms are their joint and individual responsibility.
19.4. If a party doesn’t immediately enforce a right under these terms, it doesn’t mean giving up that right. A waiver of any breach is not a waiver of the entire term. Waivers need to be in writing.
19.5. The terms must be kept confidential, except for enforcing rights, with the other party’s consent, or as required by law.
19.6. These terms and the Booking Details are the full agreement between the parties, replacing any previous agreements.
19.7. Changes to these terms must be written and signed by both parties.
19.8. Only parties to these terms and the Talent can enforce them, except where the law allows others to enforce any term. The Talent can enforce these terms as if they were parties to it.
This agreement shall be governed by the law of England and Wales.
