KEYE TALENT GROUP’S TERMS AND CONDITIONS FOR BOOKING TALENT

 

1. Terms and conditions
   KEYE’s booking confirmation form, containing the specific terms of the booking, must be signed and returned by the Client before the Talent provides any services. A 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 KEYE and the Client.
   Any amendment and/or variations made to the booking confirmation form by the Client shall not be valid and binding unless KEYE 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. Booking fees
   2.1 Fixed rates
   KEYE shall charge fixed rates for Talent services. 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.

2.2 Additional services

Should the Client require any additional services on top of those detailed in the applicable booking confirmation form, then KEYE shall be entitled to charge additional fees on top of those stated in the booking confirmation form.

2.3 Expenses
All expenses incurred by Talent during the course of their assignment for the Client will be charged back to the Client including first class travel, five star accommodation, hair and makeup.

2.4 Service fees
KEYE charges a supplemental agency service fee of 20% on all Talent fees. Both agency service fees and Talent fees will be invoiced by KEYE.

2.5 Invoicing
Payment is required to be made by the Client on all invoices within 30 days of the date of the invoice. 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 KEYE specifically agrees otherwise, in writing, no usage for the Talent’s image is permitted until payment is made in full. KEYE reserves the right to alter payment terms if it deems appropriate, prior to booking.
If the Client fails to pay in full on the due date any amount which is payable to the KEYE, without prejudice to any other right or remedy of KEYE, the amount outstanding shall bear interest both before and after any judgment at 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.

3. Usage
   Any additional usage rights shall be subject to KEYE’s prior agreement which shall be subject to additional fees for the right to use the Talent’s image or likeness beyond those specified in the booking confirmation form.
4. Exclusivity
   Unless agreed otherwise, the Talent is supplied to the Client by KEYE 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.
5. Provisional bookings
   Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing the booking confirmation form) within 24 hours of the proposed booking.
6. Cancellations
   Should the Client cancel a booking within 72 hours of the date services are to be provided, the full booking fee will be charged and payable by the Client.

Should KEYE 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 KEYE shall be entitled to cancel a booking at any time and for any reason prior to the services being provided without liability to the Client and the Client will procure the necessary insurance cover to protect against such cancellation and any associated liability.

7. Talent care and safety
   Should the Talent provide services on set, the Clients 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 whilst providing services to the Client. Such steps shall include without limitation:

7.1 Ensuring that the venue for the provision of the services and the working conditions are safe and secure and allow the Talent to provide the services in compliance with all health and safety standards, regulations, codes and laws;

7.2 Allowing 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;

7.3 Providing adequate levels of insurance cover to safeguard the health and safety and future earnings of the Talent whilst the Talent is delivering the services and travelling to and from the Client’s venue as if he/she were an employee of the Client;

7.4 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;

7.5 Ensuring that no one imposes upon the Talent any action or activity which is either dangerous, degrading, unprofessional or demeaning to the Talent;

7.6 Providing the Talent with an appropriate changing and dressing area to ensure that the Talent can prepare for the provision of the services and also maintains his/her privacy; and

7.7 Providing the Talent with all meals and beverage requirements of the Talent (taking into account dietary requirements).

8. Warranties
   The Client warrants and represents to KEYE that:

8.1 It has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions;

8.2 The booking form is executed by a duly authorised representative of the Client;

8.3 It will take all steps necessary to ensure that the Talent is protected and treated in accordance with all applicable laws, good industry practice and clause 7 above;

8.4 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

8.5 It will promptly disclose to KEYE 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 KEYE to ensure that the Talent is suitably prepared and able to perform the services.

9. Intellectual property rights
   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 under clause 3 above. 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 is to draw these terms and conditions to the attention of the photographer and procure his agreement to them before the shoot commences. All rights not expressly granted to the Client under these terms and conditions are hereby reserved to KEYE and/or the Talent as appropriate. In particular, the Client acknowledges and agrees that KEYE is the owner or licence holder of all commercial rights and intellectual property rights relating to the Talent and KEYE 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 KEYE other than the rights specifically granted to the Client under these terms and conditions.
10. Liability and insurance
    10.1 No party excludes or limits its liability under these terms and conditions for:

10.1.1 Death or personal injury caused by its negligence;

• Fraudulent misrepresentation; or

10.1.3  Any other type of liability which cannot by law be excluded or limited.

10.2 Subject to clause 10.1 above, KEYE 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 KEYE 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 KEYE under the applicable booking;

10.3 KEYE shall not be liable for:

10.3.1 Loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;

10.3.2 Product recall costs;

10.3.3 Failure by the Talent to attend a booking for whatever reason;

10.3.4 Damage to the Client’s reputation; or

10.3.5 Consequential, special or indirect loss or damage; even if Talent has been advised of the possibility of such loss or damage.

10.4 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:

10.4.1 Cancellation insurance to protect against the potential liabilities which KEYE and the Client may incur as a consequence of the provisions of clause 6 above;

10.4.2 Insurance to protect the Talent and KEYE should any damage, injury or loss be caused whilst the Talent is providing services to the Client; and

10.4.3 Travel insurance to cover the activities of the Talent whilst travelling to and from the location of the services.

11. 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 KEYE. 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 KEYE unless and until it is agreed in writing by KEYE (such agreement to be determined in KEYE’s absolute discretion).
12. Complaints and disclaimer
    Any cause for complaint must be reported to KEYE by the Client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst KEYE will use reasonable endeavours to ensure that the Talent provide a satisfactory and efficient service to Clients, as the agent, KEYE cannot be held responsible for a Talent’s conduct or behaviour whilst delivering the services and in this regard KEYE shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of any Talent.

13.Force majeure
KEYE 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 KEYE including without limitation fire, floor or catastrophe, acts of god, insurrection, workforce action, terrorism, war or riots, (an “event of force majeure”) and KEYE’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.

14. Interpretation of terms and conditions

14.1 For the purpose of the relationship between the Client and KEYE the Client acknowledges, accepts and agrees that KEYE 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 KEYE 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 KEYE and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of KEYE 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).

14.2 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.

14.3 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.

15. General
    15.1If 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.

15.2 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.

15.3 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.

15.4 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.

15.5 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.

15.6 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.

15.7 The parties agree to keep, and to instruct its agents, employees, advisers and sub-contractors with knowledge here of 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;

15.7.1 To enable enforcement of the party’s rights under these terms and conditions;

15.7.2 With the prior written consent of the other party; and

15.7.3 As required by any applicable law.

15.8 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.

15.9 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.

15.10 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 KEYE 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.

15.11 The parties agree that these terms and conditions 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.