TERMS & CONDITIONS
For booking models and creatives through Superior Model Management:
1. As required by Department of Employment regulations, Superior Model Management’s booking confirmation form, containing the specific terms of the booking, must be signed and returned by the client. 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. Any amendment and/or variations made to the booking confirmation form 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 the booking confirmation form after the amendment and/or variation has been included on the booking confirmation form.
2 . Permitted Use
Unless agreed otherwise and included on the booking confirmation form, booking fees provide an entitlement and right for the client to use one image via a single published medium for one year from the date of the booking, in the United Kingdom only, for the initial permitted use. Please note that such permitted use and entitlement is strictly subject to payment in full of all fees owed to the Agency
3 . Daily/Hourly Rate
Standard hourly rates are charged during Monday to Friday between 09:00 and 17:00 or 10:00 and 18:00 excluding bank and public holidays. Any booking which is over 5 hours will be charged at the day rate. Booking fees are charged by the day or by the hour, or on an alternative basis, for example, a set fee for a catwalk show. Details will be set out in the booking confirmation form
Overtime rates apply at any time in excess of any 8 hour period including any time outside 09:00 and 17:00 or 10:00 and 18:00. Monday to Friday and on all bookings lasting longer than 8 hours. Overtime rates will be charged as follows:
I) Work on Saturdays between 09:00 and 24:00 and between 18:00 hours and 24:00 hours on Mondays to Fridays (excluding bank and public holidays) is charged to the client at one and a half times the standard hourly rate.
II) A special rate is negotiated for night work between 2400 hours and 0900 hours.
III) Work on Sundays and bank and public holidays is charged to the client at double the standard hourly rate.
Travel Time is charged at half the hourly rate. Travel may be charged when the location of the booking is 10 miles out with the agency offices (suite 169, central chambers 93 hope street Glasgow g2 6ld) the client will also cover the costs of travel expenses which will be invoiced along with the initial booking. (In some cases the client may wish to reimburse on the day in all cases receipts will be provided)
6 . Fittings
Fees for fitting are charged at half the hourly rate with a minimum of £45 per hour.
7 . Location Bookings
When a location booking is made the client must provide information about transport there and back. If a model on location is prevented from returning to Glasgow to work, half the daily fee is to be paid.
to be agreed at the time of the booking:
8 . Usage
Additional fees are payable for the right to use the model’s image (or reproductions, or adaptations of, or drawings there from, either complete or in part, alone or in conjunction with any wording or drawings: including electronic imaging) for all known or anticipated purposes other than the initial Permitted Use (e.g. packs, posters, show cards, record covers, swing tickets, etc). In general, additional fees cover the right to use one image for one year from the date of the booking, in the UK alone, for the purpose or purposes agreed.
9 . Territory
Additional fees are also payable for the right to use the model’s image (or reproductions etc as above) for all known or anticipated territories other than the UK. In general, the additional fees cover the right to use one image for one year from the date of the booking, in the territory or territories agreed.
To be agreed after the time of bookings:
10 . Usage
it is the client’s responsibility to notify the agent and negotiate additional fees (including extensions of existing agreements) for any usage which may be required or anticipated subsequent to the time of booking as per above.
11 . Territory
it is the client’s responsibility to notify the agent and negotiate additional fees (including extensions of existing agreements) for any territory which may be required or anticipated subsequent to the time of booking as per above.
12 .All fee’s are included within the rates agreed at the time of booking with the exception of work under £200 where we reserve the right to add an additional agency fee. V.A.T is only charged on the agency commission and not the models portion of the invoice, it is the agency that is V.A.T registered and not the model (in some exceptional cases models may be V.A.T registered but this will be advised on the invoice along with appropriate V.A.T numbers)
13 . Payment Terms
On all invoices payment is required within 30 days of date of invoice. In all cases the person booking the model will be invoiced and solely responsible for payment, unless otherwise agreed at the time of booking. We reserve the right to invoice the ‘ultimate client’ (i.e. 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 model'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 model'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.
If payment terms are not met then there will be weekly interested charged at a rate of 5% of the total fee, this will commence if the booking is not paid by 60 days from the date of invoice. Payments later than 90 days will also incur a £12 per reminder letter.
14 . Exclusion Fees
Unless agreed otherwise the model is supplied to the client by the Agency on a non-exclusive basis and the model 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 model's image or the service to be supplied by a model 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 model's image for competing and/or particular sector of products or within a particular territory. A model can supply services to and allow use of the 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 and check whether the model supplied has undertaken or is booked to undertake any conflicting work.
15 . Provisional bookings will be automatically cancelled if they are not confirmed within 24 hours of the proposed booking, or if a definite booking is offered and the provisional cannot be confirmed.
16. Cancellation of booking by the Client
Within 24 hours of the booking call time the full booking fee will be charged and payable by the client unless the same model is booked within 24 hours of the cancellation in which case half the booking fee will be charged and payable by the client.
Outside 24 hours of the booking call time but within 48 hours of the booking call time of the booking date then half the booking fee will be charged and payable by the client.
The full booking fee will be charged and payable by the client for bookings of more than three days duration: within a period equal to or less than the length of the booking, then Saturdays, Sundays and bank and public holidays are excluded for the purpose of determining the cancellation notice period.
Cancellation of booking by the Agency
Should the Agency 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.
In any event the Agency 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 to protect against such cancellation and any associated liability.
17 . Weather-permitting Bookings
At the first cancellation, a half-fee is charged unless the client fails to cancel in the time to prevent the model’s attendance, in which case the full fee is payable. At the second cancellation the full fee is charged.
18 . Clients are responsible for the provision of all meals and beverage requirements of the models (taking into account dietary requirements) whilst the models are providing services to the client on all bookings
19 . Catwalk bookings give the right to make use of a model’s services on the catwalk for a specified show 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 above) is for reporting purposes only. It is the client’s responsibility to ensure that all photographers present are aware of this condition and abide by it. Any other usage must be negotiated at the time of the booking.
MUSIC VIDEOS, PROMOTIONAL FILMS
20. All fees will be negotiated, structured and paid by the client for 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 Agency as the ultimate client (see section 13).
TEST & EXPERIMENTAL PHOTOGRAPHY& TV COMMERCIALS
21 . When the Agency 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 before the photographic session.
22 . 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 that agreed or permitted . The photographer/client to this extent agrees to restrict use and exploitation of the copyright. If the client is not the photographer, the client must abide these terms and conditions before any work can commence. All rights not expressly granted to the client under these terms and conditions are hereby reserved to the Agency and/or the model as appropriate. In particular, the client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the model 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 model or the Agency other than the rights specifically granted to the client under these terms and conditions.
MODEL CARE AND SAFETY
23 . The clients shall ensure that the model is treated with respect and professionalism and that the client takes all steps necessary to ensure that the safety, health and well being of the model is protected and maintained at all times whilst providing services to the client. Such steps shall include without limitation:
a) ensuring that the venue for the provision of the services and the working conditions are safe and secure and allow the model to provide the services in compliance with all health and safety standards, regulations, codes and laws;
b) allowing the model to take suitable and regular rest periods, to ensure the model is able to maintain suitable amounts of rest and refreshment whilst delivering the services;
c) providing adequate levels of insurance cover to safeguard the health and safety and future earnings of the model whilst the model is delivering the services and travelling to and from the client’s venue as if he/she were an employee of the client;
d) ensuring that all of the people and organisations which are engaged by the client in relation to the delivery of the services are suitably qualified, experienced and professional;
e) ensuring that no one imposes upon the model any action or activity which is either dangerous, degrading, unprofessional or demeaning to the model;
f) providing the model with an appropriate changing and dressing area to ensure that the model can prepare for the provision of the services and also maintains his/her privacy.
Always include a credit as “model’s name” @ “the Agency”, wherever a credit is applied
24. The client warrants and represents to the Agency that:
I) it has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions;
II) the booking form is executed by a duly authorised representative of the client;
III) it will take all steps necessary to ensure that the model is protected and treated in accordance with all applicable laws, good industry practice and section 23 above;
IV) 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
V) 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 model is suitably prepared and able to perform the services.
LIABILITY AND 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
II) any other type of liability which cannot by law be excluded or limited.
b) Subject to the above, 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;
c) 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 model 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
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 16 and 17;
II) insurance to protect the model and the Agency should any damage, injury or loss be caused whilst the model is providing services to the client; and
III) travel insurance to cover the activities of the models whilst travelling to and from the location of the services.
26. The Agency’s shall not be liable to the client for any delay in performing or failure to perform any of its obligations under these terms and conditions which is due to any cause beyond its control and which is unknown to, and cannot reasonably be anticipated by the Agency including without limitation fire, floor or catastrophe, acts of God, insurrection, workforce action, war or riots, (an "Event of Force Majeure") and the Agency’s obligations under these terms and conditions shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.
27 . 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 models provide a satisfactory and efficient service to clients, as the agent, the Agency cannot be held responsible for a model'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 model.
CONTRACT AND AUTHORITY
28. All matters relating to the use of the model's image, any other services supplied by the model 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 models directly. If the client or the photographer or any other person on their behalf or connected with them obtains the model's signature on any document or the model's purported verbal agreement to anything, that is not binding on the model 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).
INTERPRETATION OF TERMS AND CONDITIONS
29 a) 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).
b) 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.
c) 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.
d) For the purpose of these terms and conditions the words "agreed", subject to section 1, means agreed in writing in the booking confirmation form and signed by duly authorised representatives of both the Agency and the client.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 model and accordingly the model shall be entitled to enforce these terms and conditions as if he/she were a party to these terms and conditions.
31 . These terms and conditions for booking and all other matters connected with the booking are governed by Scottish law and any dispute will be settled in accordance with that law by a Court in Scotland.
The above Terms and Conditions of Superior Model Management (the supplier of services) take precedence over any terms and conditions which may be received from the client even if those terms and conditions have a clause similar to this.
All fees are to be negotiated only with Superior Model Management.
The model’s image may not be used until all fees are paid in full.
Whilst every endeavour is made to provide satisfactory and efficient service to our clients we cannot be held responsible for a model’s conduct on an assignment.
We reserve the right to negotiate within the structure of these terms and conditions.