Book Management BOOKING TERMS AND CONDITIONS

BOOKING TERMS AND CONDITIONS

Updated : October 31, 2020

TERMS & CONDITIONS

AGENT & TALENT RELATIONSHIP:

The relationship between the Talent and Book Management MGMT Inc. is documented in a written contract. In summary, the Model has engaged the Agency to be their representative and the Agency has the Model’s written authority to enter into contracts with any and all Clients on their behalf. The Agent/Agency is NOT the Model’s employer. The Agent acts as an intermediary between the Model and the Client. BOOK MGMT is committed to providing a work environments in which talents are treated with the utmost respect and professionalism, free from any form of discrimination or harassment.

PROFESSIONALISM ON SET

Any form of discrimination and/or harassment within professional working environments will not be tolerated. If ANYONE experiences or witness discrimination, sexual and/or other unlawful harassment while working, they must advise their agents/managers. All reported allegations of harassment, discrimination, or retaliation brought to the Agency will be investigated promptly, thoroughly, and impartially. BOOK MGMT is dedicated to providing a professional environment that is safe, healthy, comfortable and efficient.

BOOKING GUIDELINES

Here below is a list of guidelines and an overview of practices and standards expected of employees, customers, clients, brands, contractors, and other agents in their professional connection to BOOK MGMT. Professional expectations do extend beyond the below guidelines, and they do not replace any current laws or regulations of any country in which BOOK MGMT conducts business.

Talent images and/or video may not be altered or distorted beyond reasonable and customary editing;
No persons should impose upon the Talent any action or activity which is either dangerous, degrading, unprofessional or demeaning;
Individuals may not be under the influence or in possession of illegal drugs or alcohol in the workplace (including the unauthorized use of prescription drugs)
Confidential Talent information and the terms of agreement under which a Talent is contracted, shall not be disclosed, except with prior written consent or that which is necessary in the performance of the customer and brand's obligations.

CLIENT INFORMATION

The Client understands requirement of including client contact details on contracts. The person / client / or Production Company representative responsible for issuing payments on day rate or usage must be named on the contract, with contact details listed. (i.e. the person legally responsible for payment in the event of dispute).

NEW CLIENT REFERENCE

First time client should be prepared to provide reference information. These may be a company registered information or a reference from a photographer, a model or existing client of BOOK MGMT Talent. Please note that our Talent may turn up with a friend for auditions, casting or photoshoot for first time clients.

BOOKINGS

The following are general Booking terms and conditions. This section has been provided simply for informational purposes and is not intended to form a binding contract. Although BOOK MGMT generally includes the following terms and conditions in its booking contracts, the following terms and conditions are subject to change. In other words, the final terms and conditions will be those that are included in the Booking contract executed by BOOK MGMT and the client, unless otherwise stated. By making a booking through BOOK MGMT Talent, you acknowledge that you have read these terms and conditions and that you accept these terms and conditions.

SUBJECT TO CONTRACT: Until our standard booking agreement or other agreed contract has been signed, no agreement has been concluded.

CASTING

The client will provide BOOK MGMT with a detailed briefing regarding their requirements for Talent and the anticipated usage. Client will send the briefing with all relevant details (Type of shoot e.g. Catalogue and specify the budget) to BOOK MGMT Talent. The name and details of the 'end user' client may not always be disclosed prior to the shoot being confirmed, however will be supplied upon request and in any event prior to or at the time of the model being confirmed. All briefs and castings will be made in writing and sent by email. BOOK MGMT reserve the right to decline any casting request on behalf of their Talent. Any model attending a casting is agreeing to work for the rates as quoted for that casting, unless agreed otherwise in writing by Client and BOOK MGMT before such casting. The fee quoted is based on the anticipated service. The Model is under no obligation to provide any extra service, namely do more than what has been agreed upon as per the confirmation of booking.

PERMITTED USE

All photography and videography is to be used for the purpose for which it was originally intended as per BOOK MGMT Booking Confirmation, by excepting our terms and conditions at the time of booking. It is the Client’s responsibility to notify BOOK MGMTof any intended usage before the commencement of the shoot.

Use of the images, by way of (but not restricted to) Advertising, Swing Tags, Posters, Show Cards, Pack Shots, Billboards, Websites, Bus-Sides etc, must be negotiated and duly authorized with BOOK MGMTprior to the booking taking place.

In general, the confirmed booking and usage fees cover the right to use one image for catalogue for one year from the shoot date, in Canada only, and in accordance with the usage agreed and paid for at the time of the booking. Usage rights are not granted to the Client until payment in full has been received. Any further extension of usage or territory must be immediately notified to and negotiated with BOOK MGMT Talent.

BOOK MGMT reserves the right to refuse the release of images for any use, for any reason, including extensions of existing print and television campaigns. Any image used without written authorization or prior approval from BOOK MGMT will be deemed unauthorized usage and will be subject to legal proceeding. Farming out or trading to other companies or people, or posting on personal websites, blogs etc is not permitted unless previously agreed to and put in writing. Please note the Talent are NOT authorized to sign release forms without the agency having first approved them.

MODEL RATES

Agreed Model rates apply to shoot time and usage fees. All buyout and Outdoor Application rates will be separately quoted. Please check model rates before booking.

BOOKING FEES/ USAGE

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 form) from the date of the booking, for the duration and purposes specified in the booking confirmation form (“Permitted Use”). Please note the rights granted in this section are strictly subject to prompt payment in full of all fees owed to the Agency prior to the image’s first use.

The Booking Fee (sometimes referred to as "Agency Service Fee" or "Commission" or “Markup”) is a mandatory charge on all bookings made with The Agency for all Talent and is not a negotiable fee for the purposes of making a booking. The Booking Fee is calculated at 20% (GST exclusive) of the Total Rate for all jobs (including usage fees). The booking fee shall never be included in the rate.If the Client fails to pay the amounts due, in accordance with these terms and conditions, they will be responsible to pay for all expenses and costs incurred in recovering any outstanding monies, including debt collection fees, Legal Fees and Solicitor's costs.

AGENCY COMMISSION

In addition to the fees a 20% agency commission is charged. Half-day bookings: Working hours are up to a maximum of 4 hours. Full-day bookings: Are valid for 8 hours for models and charged as soon as the 6th hour begins. Working hours are up to a maximum of 8 hours, then overtime will be charged per hour.

All bookings - Both the Agency fees and talent disbursement will be invoiced by the Agency. Unless otherwise agreed at the time of booking the talent disbursement is 80% and the Agency fee is 20% of the invoice total.

TIME CHARGING

Time is charged per hour. Booked time is charged at full fee even if the model does not have to remain for the full amount of time. For full-day bookings meal-time breaks must be made.

WORKING HOURS AND OVERTIME

Fees are charged by the day or by the hour. A ‘day’ is an 8-hour period (including one hour for lunch) between 9am and 6pm (e.g. 9am-5pm or 10am-6pm). 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 5 hours will be charged at the day rate as set out in the booking confirmation form.

THE WORKING DAY

Normal working hours are between 8am and 6pm unless previously negotiated Monday to Saturday. For bookings over 8 hours, or before 8am or after 6pm - an overtime fee will be applied for the additional hours of work. A full additional day rate will be applied for shoots over 12 hours.

HOURS BOOKED

Talent are booked on hourly rates with a minimum of 2 hours, or day rates, and in special cases can be negotiated at half day rates. Half day rates are not the day rate cut in half.
Any booking which is over 5 hours will be charged at the day rate.
The total hours that the talent is booked for is the minimum hours that talent must be paid for.
If a job finishes prior to the originally booked time, talent must be paid for the original hours booked regardless of whether the job was completed early. If a job takes longer than the originally booked hours then overtime rates will apply.
If the total hours for a booking are reduced by the Client with less than two working days notice, cancellation fees will apply.
A “full day” is 8 working hours (with a 1 hour break); this includes hair and makeup prep time.
A “half-day” is 4 working hours (with a 15 minute break); this includes hair and makeup prep time.
Full day or half day rate must be paid in full even if entire time is not used.

OVERTIME

Overtime rates apply before 8am or after 6pm and on all bookings over 8 hours.
Overtime charges shall apply to Talent on “day rate” in which they are required to work in excess of eight (8) consecutive hours on any given day with a break for lunch. If the shoot lasts beyond the scheduled time, Client shall pay an overtime rate of 1.5 the hourly rate from 8-12 hours and 2.0 for all overtime over 12 hours, and any additional expenses thereby required.
A waive of overtime fee’s over 8 hours must be approved in writing by agency representative prior to overtime otherwise overtime fee’s will apply.

FINISH TIME

Where a shoot may finish up to 19 minutes past the hour, no extra hour will be billed. At 20 minutes and over, an extra full hour will be added to the billing at the appropriate rate and for any subsequent hours. The Agency does not charge half hours.

TRAVEL

Any time spent by the talent travelling to or from a client’s venue will be charged at half the hourly rate. This applies to any travel outside of a five mile radius of downtown Montreal or Toronto. Or if one must travel more then 30 minutes. Taxis/transportation are paid by the customer if necessary. When travelling by car, mileage will be charged according to hourly model rate. If the model has a long journey a travel time allowance may sometimes be charged. Flight, boat, or train tickets and the cost of hotels, taxis, luggage and vaccinations are paid by the customer.

FITTING FEES

Any time spent by the talent for fittings is charged at half the applicable talent’s hourly rate for a maximum of 2 separate fittings. 3rd and subsequent fittings will be charged at the talent’s full normal hourly rate unless previously negotiated.

SLEEPWEAR AND UNDERWEAR

Client must specify the type of lingerie at time of booking and these sessions must be done on a closed set. Sleepwear is charged at Time and a Half (x 1.5) of the talent’s agreed hourly rate. Underwear is charged at double time (x 2.0) of the talent’s normal hourly rate.

EDITORIAL

Editorial rates apply for Printed Publications unless previously negotiated prior to booking. Rates will vary between $190 - $250 and incur an Agency Service fee. Digital online editorial rates will be negotiated case by case.

ALL BOOKINGS

The agency charges fees on all hourly daily or overtime rates and all fees for the right to use and all fees negotiated for any other service to be supplied by the model. All fees will be invoiced by BOOK MGMT Talent.

FIRST OPTION BOOKINGS

If the client does not exercise their option to release or confirm a provisional booking, The Agency reserves the right to cancel the provisional booking, allowing any secondary - 2nd option, or definite bookings to take precedence. If the client does not release or confirm the booking 48 hours in advance, the agency reserves the right to cancel the option. If our model took a day off from work or their "day" job to work your job, and then is no longer needed by you, The agreed rate must be paid in full plus agency booking fee as they are losing a day's pay at work.

TRAVEL RATE

Any time spent by the model travelling to or from a client’s venue will be charged at half the hourly rate.

LOCATION BOOKINGS

When a location booking is made the client must provide the transport to and from the assignment location unless alternative travel arrangements are agreed by all parties.

VOUCHER

A voucher is a binding contract provided by BOOK MGMT that states the talent’s rate applicable to the particular booking that apply to the talent and the booking time and must be signed by the Client.

OTHER SERVICES

Additional fees are also payable for other services to be supplied by the model for example for extra personal appearances for public relations purposes. Fees for such services will be negotiated on an individual basis.

TELEVISION

Non Union Commercials and stills are to be negotiated at the time of the booking. Any time extensions or territories must be negotiated at the time of the booking. No Model may commence a television booking until the applicable contract has been completed and signed by The Agency as the Talent representative. If the first on-air date cannot be specified at the time of signing the contract, it will be deemed to be within 30 days of the shoot.

CORRESPONDENCE IN WRITING

Clients, Production Companies shall confirm all requests in writing and wherever possible BOOK MGMTwill confirm and or follow up all option requests, bookings, contracts and shoot details in writing.

RESHOOT

Reshoot is payable at 100% of the fee.

MEALS

Clients are responsible for the provision of all nutritious meals and beverage requirements of all talent (taking into account dietary requirements) whilst the talent is providing services to the client on all bookings. Clients are responsible for Talent’s meals on all bookings exceeding 5 hours.

TALENT BEHAVIOUR

BOOK MGMT acts solely for and on behalf of the Talent and will make every endeavour to provide an above satisfactory and efficient service to the client. BOOK MGMT is not responsible for a Talent conduct during a booking in any way and the Client agrees that BOOK MGMT will not be made liable for any loss or damage to or claimed against the Client as a result of the Talent’s actions or omission. Talent agrees to conduct himself/herself with propriety and dignity, and to do nothing on an engagement or otherwise that may tend to injure the reputation and goodwill of Talent or BOOK MGMT Talent, nor to do any act or thing which impairs Talent's capacity to at all times fully comply with the terms of this agreement, or which impairs Talent's physical or mental qualities and abilities. Talent further agrees to abide by all standard rules and policies of BOOK MGMT with regard to behavior on castings and bookings. BOOK MGMT may, upon five (5) day’s notice to Talent terminate their agreement for breach of this section.

TALENT CARE AND SAFETY

Nude, semi-nude, see-through, bathing suit or lingerie photography require the express prior written approval of the agency. The use of the talent’s image must not be directly or indirectly scandalous, pornographic, derogatory, or a cause of ridicule or embarrassment to the talent. The image must not be altered or distorted.

Subject to the restrictions, behind-the-scenes filming is permitted on condition that the talent is hair-and-make-up ready. The client shall be solely responsible for ensuring the talent is treated with respect and professionalism, and that all necessary steps are taken to ensure the safety, health and wellbeing of the talent 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: 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 talent to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws; 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; 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 talent in a professional and respectful manner; ensuring 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; ensuring that the services are delivered and the talent is treated in accordance with codes of practice or guidance issued by the Agency; 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/their privacy; and always include a credit in the form of “talent’s name” @ “the Agency”, wherever a credit is applied.

ADDITIONAL EXPENSES

All expenses incurred by the Agency on the clients’ behalf will be charged to the client and will include an uplift of 5% of the total amount of the expenses.

LOCATION BOOKINGS

When a location booking is made, a client must provide safe and appropriate transport for the talent both to the booking location and back again unless agreed otherwise. If the client fails to provide such transport then the Agency shall be entitled to re-charge the cost of the transport procured for the talent in accordance with this section 2.6. If the talent on location is prevented from returning to CANADA to work, half the daily fee will be charged to and payable by the client for each day that the talent is unable to return to CANADA to work.

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 Agency of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law. The client acknowledges and agrees that at all times the talent’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.

ADDITIONAL FEES

All and any additional fees are to be agreed at the time booking is made. The agent reserves the right not to negotiate in relation to any additional usage other than that agreed at the time of the booking.

ADDITIONAL USAGE

Additional fees are payable for the right to use the talent’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 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 form, e.g. packaging, point of sale, posters etc. For the avoidance of doubt, additional fees are payable for the right to use the talent’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 form, 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 talent’s advertised day rate as determined by the Agency unless determined otherwise by the Agency in its absolute discretion.

TERRITORY

Additional fees are also payable, and subject always to the Agency’s prior consent, for the right to use the talent’s image or reproductions etc., as set out in above section for all known or anticipated territories other than the province it was booked in. 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..

OTHER SERVICES

Additional fees are also payable for other services to be supplied by the talent, 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 talent’s own social accounts and media feeds. Fees for such services will be negotiated on a case by case basis between the client and the Agency. 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 and in compliance with this agreement.

All modifications, extensions and renewal of bookings shall be at the sole discretion of the Agency.

TAXES

All sums payable under the Agreement are taxed accordingly, taxes or duties are payable in full without set off by the client.

CONTRACT

All contracts must be agreed in advance between the agency/booker and client. No agreements, contracts, consents, etc. may be signed by the model without the agency’s presence. The billing address and the person responsible for payment: These shall be communicated as soon as possible so that no confirmation needs to be completed at the last minute.

PAYMENT CONDITIONS

For customers who are approved to be invoiced, the payment term is 30 days. After that time interest is charged at 5% monthly interest rate (bank rate). If the invoice is submitted to a collection agency or enforcement authority for payment, charges will be made for this. Anyone who books models and invoices such costs onward to their client is required to guarantee the necessary funds for payment to the agency. Non-payment to the customer is the customer’s own responsibility and does not constitute an exemption from paying the agency.

INVOICING

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 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’, (e.g. 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 the Agency has received payment in full. The Agency 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 Agency, without prejudice to any other right or remedy of the Agency, the amount outstanding shall bear interest both before and after any judgment at five per cent per annum 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.

OBJECTIONS TO INVOICES

Should be made within seven days from the invoice date. Late objections or objections to invoices already paid will not be accepted even if they  relate to reproduction fees for cancelled campaigns, etc. The agency may not subsequently claim back salaries paid from the models, this also applies to salaries/fees relating to t

eon is a full service concept based design agency, with three full time designers & one web developer. Neon specializes in logos, brand identity, graphic systems, print marketing, web site development + video & motion animation. In the event the client is providing the services on behalf of or to a third party end user, in entering into the Agreement 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: enters into an agreement with the client on the same terms as the Agreement;

acknowledges its obligations to the Agency including but not limited to the obligation to pay the Agency within 30 days of the date of any invoice received from the Agency; and acknowledges that the third party end user may not use the images until payment is received by the Agency 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. 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 the Agreement shall be deposited in a designated Agency account by the client (the Third Party End User Fees). The Third Party End User Fees shall be held on trust for the Agency as beneficiary until such time as all outstanding fees owed by the client are paid in accordance with the terms of the Agreement.

EXCLUSIVITY FEES

Unless otherwise agreed in the booking confirmation form 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 the talent 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 talent’s image for competing and/or particular sector of products or within a particular territory. The 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, check and determine for itself whether the talent supplied has undertaken or is booked to undertake any conflicting work.

PROVISIONAL BOOKINGS

Provisional bookings will be automatically cancelled if they are not confirmed by the client (by signing and returning the booking confirmation form) within 24 hours of the proposed booking.

CANCELLATIONS

Must be no later than three full business days prior to starting work. Cancellations one day before is charged at 50% of the fee. Cancellations on the day of the job will be charged at the full fee. The client will be responsible to cover the cancellation cost (partly or full payment if not possible to cancel ) of tickets, hotel reservations…etc.

Cancellation of Direct booking talent from overseas and travel connected to, shall be made no later than 7 days prior to departure. Full payment will be required otherwise. The client will be responsible to cover the cancellation costs (partly or full payment if cancellation is not possible) of tickets, hotel reservations…etc.

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 talent 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 than 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 endeavors 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 with a reputable insurance provider to protect against such cancellation and any associated liability and the Agency shall not be liable to the client for any costs incurred as a result of such cancellation. 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.

NO SHOW OR FORCE MAJEURE

The agency accepts no financial responsibility if the model does not appear for a job due to illness, missed or cancelled flight or any other reason. The agencies responsibility ends by offering a replacement. We recommend our clients to have an insurance to cover these unforeseen circumstances.

WEATHER RELATED CANCELLATIONS

If the weather is a prerequisite for the job, this must be mentioned when booking. Travel and subsistence: the customer pays travel and accommodation and subsistence allowance in accordance with applicable standards.

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 talent’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.

FORCE MAJEURE

The Agency shall not be liable to the client for any delay in performing or failure to perform any of its obligations under the Agreement 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 the Agreement shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.

WARRANTIES

The client warrants and represents to the Agency that: it has full capacity to enter into the Agreement and perform its obligations under the Agreement; the booking form is executed by a duly authorized 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 and section 11 above; it has all necessary permits, licenses and consents to enter into and to perform its obligations under the Agreement 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 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.

INDEMNITY

The client shall indemnify the Agency and keep the Agency indemnified against all costs, expenses, damages and losses suffered or incurred by the Agency and/or the talent (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with: any breach by the client of the Agreement, including but not limited to, any breach by the client of these terms and conditions; any breaches of sections by any third parties engaged by the client; 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 the agreement has caused the Agency to be in breach of the terms of an exclusive agreement with such third party; and 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.

FASHION SHOWS

Catwalk bookings provide the client with the right to make use of the talent’s services on the catwalk for the specified show in accordance the Agreement, and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material 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, e-commerce and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with the Agency at the time of the booking.

MUSIC VIDEOS, PROMOTIONAL FILMS

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. The client (usually the music company) will be invoiced by the Agency as the ultimate client.

TEST AND EXPERIMENTAL PHOTOGRAPHY

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 and agreed in writing before the photographic session.

BEHIND THE SCENES

Behind-the-scenes filming is permitted on condition that the model is hair-and-make-up ready. BTS may not be taken when a talent is nude and/or changing clothes, before being hair and make-up ready, or any other time talent has an expectation of privacy.

SELF-PROMOTION

All artwork (photography and/or film) may be used by the model and/or model agency as work samples, and to promote the model and/or agency. This applies to all media including digital format, the agency’s website, the model’s portfolio, the model’s set card or other printed materials to market the model/agency

SENSITIVE PHOTOGRAPHY

Before any photo shoot which may be perceived as sensitive (naked, transparent, underwear, smoking, alcohol, furs, etc.), the agency shall be  informed in advance when booking. The model has the right to cancel the shoot, with immediate effect, if there is a delicate situation which the client failed to notify the agency of at the time of booking. Any cost of interrupted photography is the responsibility of the customer.

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 the Permitted Use, or any another usage agreed or permitted in accordance with sections in this agreement . 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 the terms of the Agreement to the attention of the photographer and procure his agreement to such terms before the shoot commences. All rights not expressly granted to the client under the Agreement 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 the Agreement.

For the avoidance of doubt, notwithstanding anything in the Agreement, including but not limited to any grant of exclusivity over the use of the images, the client acknowledges and agrees that the Agency and the talent may use the images (or reproductions etc. as set out in sections above) resulting from any booking in any form whatsoever for the following purposes: In order 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. The talent and the Agency acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the Agreement.

REPRODUCTION FEE (PAYMENT FOR RIGHTS TO USE THE IMAGE)

At the time of booking, it is the responsibility of the client, without due warning, to give the context and the extent to which image/film material is to be used. The material may not be used in contexts other than that stated in the booking. Providing pictures to photo agencies for resale is prohibited. All use must be agreed with the agency in advance. Additional use must be communicated to the agency prior to publication. Any use not agreed in advance will be charged for as an extra. For extended use which has not been agreed on in advance, the agency reserves the right to demand compensation for damage done to the model or other client. This is especially true if the non-agreed use breaches the exclusivity acquired by another customer. If a specified total price includes both the working and usage rights, no partial credit is available even if the client decides not to use the material or use it in less than planned.

EXCLUSIVITY/SOLE RIGHTS

Exclusivity enables the client to ensure that the model has not and will not be allowed to do advertisements for other companies or products. Reproduction fees do not include any right to exclusivity. If exclusivity is desired it must be notified and agreed in writing before booking. The desire to hire a model exclusively, and the terms, must be presented to the agency in good time prior to the planned date of the booking. When the agreement is approved, the final contract must be signed no later than 3 working days before the job. If a contract has not been signed in time, the agency reserves the right to cancel the model. Any cost because the model is cancelled is the responsibility of the client.

OTHER CONDITIONS

The booked models have agreed to work for the particular purpose, for the company and for the product stated in the booking. This consent is for a maximum of one year from the first exposure time which should not be initiated later than a maximum of 6 months after the photo shoot/filming. If the material is to be used for longer than one year, a special agreement in writing must be concluded with the agency. If such agreement is not reached, the right to use the material ends 18 months after the photo shoot / filming, even if the client pays reproduction fees.

The model’s consent for participation is valid, however, only provided that both the fees for working hours and the reproduction fee requested by the agency have been paid. The agency is not responsible for the model having appeared in any context which is inappropriate for the client. If, during the photo shoot, the client wishes to change the pictures and/or use this must be promptly notified/discussed with the agency. The model has the right to cancel the shoot, with immediate effect, if the work does not correspond to what was stated in the booking. Any cost of interrupted photography is the responsibility of the client.

INSURANCE

It is the client's responsibility to carry out a risk assessment of the location equipment and the work conditions. Any risk to Health and Safety known to the client must be discussed with the model's agent at the time of the booking. The client is responsible for the Talent' safety when the model is providing services in connection with the booking. 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. The client is responsible for the Talent' health and safety as if the model were an employee of the client. The client will maintain adequate cover to underwrite its obligations to the model. The agent is not responsible if the model fails to attend any booking. The client is advised to insure against any losses which might be suffered if the model does not keep a booking due to ill health or any other unforeseen circumstance.

LIABILITY AND INSURANCE

No party excludes or limits its liability under the Agreement for: Death or personal injury caused by its negligence; fraudulent misrepresentation; or any other type of liability which cannot by law be excluded or limited. Subject to sections in this contract, the Agency limits its liability under the Agreement, 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 the Agreement shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to the Agency; the Agency shall not be liable for: loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings; product recall costs; failure by the talent to attend a booking for whatever reason; a decision by the talent to require a substitute who attends and/or performs the booking; damage to the client’s reputation; or consequential, special or indirect loss or damage; even if the Agency has been advised of the possibility of such loss or damage The client shall effect and maintain (and shall require its ultimate client, if any, to maintain), throughout the continuance of the Agreement, insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the client that may arise under the Agreement and any insurance cover it is required to place in accordance with applicable law. Such insurance policies shall include without limitation: cancellation insurance to protect against the potential liabilities which the Agency and the client may incur as a consequence of the provisions of sections in this contract; employee liability insurance covers all talent delivering the services to the client under the client’s direction and control as if the talent was an employee of the client, in an amount sufficient to cover the health and safety and future earnings of such talent; public liability insurance]; and travel insurance to cover the activities of the talent whilst travelling to and from the location of the services.

CONTRACT AND AUTHORITY

All matters relating to the use of the talent’s image and commercial modelling rights, 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 outside of the scope of the Agreement, such signature or verbal agreement shall not constitute a variation of the Agreement and 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).

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 endeavors to ensure that the talent provides a satisfactory and efficient services to clients, as the agent, the talent is self-employed and the Agency cannot be held responsible for a talent’s conduct or behavior 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 behavior or conduct of the talent. Complaints cannot be considered in retrospect and will not be grounds for non-payment of invoices by Client.

NOT TO SOLICIT

BOOK MGMT Talent’s policy is for the Client not to solicit Talent, refer Talent to a third party or future employ Talent directly that Client was introduced to, associated with or booked through by BOOK MGMT Talent, whatsoever without the written consent of BOOK MGMT Talent.

CONTRACT

All matters relating to the use of the Talent' image any other services supplied by the model and all fees must be negotiated and agreed only with BOOK MGMT Talent. If the client photographer or any other persons connected with them obtains the Talent' signature on any document or the Talent' purported agreement to anything that is not binding on the model or the agent unless and until it is agreed in writing by the agent.

COPYRIGHT

The photographer is not entitled to use any of the images he/she takes for any usage beyond that agreed. Therefore, a photographer is not entitled to use test and experimental photographs for commercial purposes unless a written agreement has been made to this effect. The photographer to this extent agrees to restrict use of his copyright, and if BOOK MGMT Talent’ client is not a photographer, the client is to draw these terms and conditions to the attention of the photographer and obtain his/her agreement to them before the shoot commences. Photographers may use images they shot in their own personal portfolios and their own personal website galleries - but cannot use them for sale on any stock websites, for sale on their own website, or for sale as "art" unless discussed with the agency and paid for.

DATA PROTECTION

Data includes personal data;

“Consent” means a freely given, specific, informed and unambiguous indication of an individual’s consent recorded in writing;

“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;

“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; and

Sensitive Personal Data” has the meaning given in the Act; and

“Talent Personal Data” means any personal data (including Sensitive Personal Data) relating to the talent.

Each party shall comply with all applicable data protection and privacy laws and regulations, including, without limitation, the provisions of the applicable Data Protection Legislation and not by any act or omission put the other party in breach of them in connection with the Agreement.

For the purposes of the Agreement, the parties acknowledge, accept and agree the Agency is the data controller and the client is the data processor.

Where the Agency transfers Talent Personal Data and/or other personal data to the client, the client warrants and represents it shall: ensure it has implemented appropriate and effective technical and organizational measures to protect such data against unauthorized or unlawful processing and accidental loss or damage; where necessary and/or applicable provide full and open co-operation and prompt assistance to the Agency, and ensure it has the appropriate technical and organizational measures in place, to enable the Agency to comply with any valid Data Subject Access Request without delay (and at the latest within 14 days of receipt of the Data Subject Access Request); where necessary and/or applicable, provide full co-operation and assistance to the Agency to ensure the Talent Personal Data and/or other personal data is deleted without delay in response to a valid request from a data subject; where necessary and/or applicable, provide full co-operation and assistance to the Agency in ensuring the Talent Personal Data and/or other personal data is up to date, complete and accurate; maintain accurate and detailed internal records of all processing and (where applicable) storage of the Talent Personal Data and/or other personal data (and make such records available to the Agency and/or the relevant supervisory authority for the purposes of an investigation), demonstrating compliance with the data protection principles including but not limited to specifying the relevant conditions for processing the Talent Personal Data and/or other personal data (including but not limited to obtaining relevant and up to date Consents) and specifying and recording the fair and lawful purposes for which the Talent Personal Data and/or other personal data is being processed; ensure that access to the Talent Personal Data is limited to those employees or authorized third parties who reasonably require access to the Talent Personal Data pursuant to the Agreement and that all employees and authorized third parties are informed of the confidential nature of the Talent Personal Data. If the client subcontracts or grants access to the Talent Personal Data pursuant to this section 22.4.6, the client shall ensure that such authorized subcontractors or employees enter into an agreement with the client containing data protection provisions on terms at least as onerous as this section 22; not, by any act or omission, put the Agency in breach of, or jeopardize any registration under, any Data Protection Legislation and/or any applicable laws; not transfer the Talent Personal Data and/or other personal data to countries outside CANADA; in the event of any breach of the applicable Data Protection Legislation, the client shall: immediately and fully notify the Agency in writing of any notices in connection with the processing of any of the Talent Personal Data and/or other personal data; provide such information and assistance as the Agency may reasonably require, including in relation to any notifications to the national data protection authority; take all necessary precautions to preserve the integrity of any Talent Personal Data and/or other personal data which it processes and to prevent any corruption or loss of such data; and in such event and if attributable to any default by the client promptly restore the data at its own expense or, at the Agency’s option, promptly reimburse the Agency for any expenses it incurs in having the data restored by a third party. The client shall indemnify the Agency 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 Agency arising out of or in connection with any breach by the client of any of its obligations under this clause.

INTERPRETATION OF AGREEMENT

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 the Agreement. The terms of the Agreement 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 the Agreement which have induced the client to enter into these terms and conditions (which expression shall include any contract of which the Agreement forms part). If there is any conflict or inconsistency between any of the terms of the Agreement, this shall be resolved according to the following numbered order of priority: where such conflict relates to data protection provisions, priority shall be as follows: the Data Processing Agreement; the Privacy Policy; and the clauses these terms and conditions as they apply as follows: the clauses of these terms and conditions; the Privacy Policy; the Data Processing Agreement; and the booking confirmation. The booking confirmation, the Privacy Policy and the Data Processing Agreement form 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, the Privacy Policy and the Data Processing Agreement. For the purpose of the Agreement the words “agreed”, subject to section 1, means agreed in writing in the booking confirmation form and signed by duly authorized representatives of both the Agency and the client.

GENERAL

If any of the terms, conditions or provisions of the Agreement 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. Any termination of all or part of the Agreement shall not affect the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after such termination. Except as otherwise expressly provided in the Agreement, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the client and the ultimate client under the Agreement are assumed by them jointly and severally. Nothing in the Agreement shall render any party a partner or agent of the other. Except as expressly permitted by the Agreement, 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. No failure to exercise and no delay in exercising on the part of either party of any right, power or privileged under the Agreement 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. Except as and to the extent expressly otherwise specified in the Agreement, the rights and remedies contained in the Agreement are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in the Agreement. The parties agree to keep, and to instruct its agents, employees, advisers and sub-contractors with knowledge hereof to keep the Agreement strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances: to enable enforcement of the party’s rights under the Agreement; with the prior written consent of the other party; and as required by any applicable law.

The terms of the Agreement constitutes the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of the Agreement. No variation or amendment to the terms of the Agreement shall be valid and binding unless in writing and signed by an authorized representative of each party. Except where the Agreement expressly provides otherwise, a person who is not a party to the Agreement has no right under the Contracts to enforce any term of the Agreement 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 the Agreement for the benefit of itself and the talent and accordingly the talent shall be entitled to enforce the Agreement conditions as if he/she/they were a party to the Agreement. The parties agree that the Agreement and its provisions will be governed by and construed in accordance with the exclusive jurisdiction of the Courts in Montreal, Quebec. The parties to the Agreement agree that the Agency may enforce its rights under the Agreement in any other court of competent jurisdictions outside of the courts of Montreal, Quebec.

DATA PROCESSING AGREEMENT

LAST UPDATED : OCTOBER 29TH 2020

For the purposes of the Data Protection Legislation, the parties hereby acknowledge and agree the client is the data processor (“Processor”) and BOOK Management Inc is the data controller (“Controller”). This Data Processing Agreement (the “Agreement”) sets out the basis on which the Processor shall process the Controller Personal Data pursuant to the Principal Agreement unless otherwise stated.

ACCEPTANCE

This Agreement shall be accepted when the Processor signs the Booking Confirmation. 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 the terms of this Agreement.

AUTHORITY TO PROCESS CONTROLLER PERSONAL DATA

The Controller hereby instructs the Processor (and authorizes the Processor to instruct each Sub processor) to process the Controller Personal Data strictly in accordance with the terms of this Agreement, and only so far as is reasonably necessary for the provision of the Services and consistent with the Principal Agreement.

The Processor shall process the Controller Personal Data strictly in accordance with the applicable Data Protection Legislation and using an approach which at all times accords with Good Industry Practice and Applicable Law.

SECURITY AND CONFIDENTIALITY

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall in relation to the Controller Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures.

In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by processing, in particular from a personal data breach.

The Processor shall ensure access to the Controller Personal Data is limited to those employees or authorized subcontractors who need access to the Controller Personal Data to meet the Processor’s obligations under the Principal Agreement and that all employees and authorized subcontractors are informed of the confidential nature of the Controller Personal Data and the terms of this Agreement.

PERSONAL DATA BREACHES

The Processor shall notify the Controller without undue delay upon becoming aware of a personal data breach affecting the Controller Personal Data, providing the Controller with sufficient information to allow the Controller to meet any obligations to report or inform data subjects and/or the relevant supervisory authority of the personal data breach under the Data Protection Legislation. The Processor shall co-operate with the Controller and take such steps as are directed by the Controller to assist in the investigation, mitigation and remediation of each such personal data breach.

DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

The Processor shall provide active and proactive assistance to the Controller with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which the Controller reasonably considers to be required under the applicable Data Protection Legislation.

DATA SUBJECT RIGHTS

Taking into account the nature of the processing, the Processor shall assist the Controller by implementing appropriate technical and organizational measures for the fulfilment of the Controllers’ obligations to respond to requests for exercising the data subject’s rights under the Data Protection Legislation. Without prejudice he Processor shall: promptly notify the Controller if the Processor receives a request from a data subject under any Data Protection Legislation in respect of the Controller Personal Data; and ensure it does not respond to that request except on the documented instructions of the Controller or as required by any Applicable Law to which the Processor is subject, in which case the Processor shall to the extent permitted by the Applicable Law inform the Controller of that legal requirement before the Processor responds to the request.

DELETION OR RETURN OF CONTROLLER PERSONAL DATA

Processor shall promptly and in any event within fourteen (14) days of the date of cessation of any Services (the "Cessation Date"), delete and procure the deletion of the Controller Personal Data and all existing copies maintained on any media. the Controller may in its absolute discretion by written notice to the Processor within seven (7) days of the Cessation Date require the Processor to: return a complete copy of all Controller Personal Data to the Controller by secure file transfer in such format as is reasonably notified by the Controller to the Processor; and delete and procure the deletion of all other copies of the Controller Personal Data. The Processor shall comply with any such written request within fourteen (14) days of the Cessation Date. The Processor may retain the Controller Personal Data to the extent required by any Applicable Law, and only to the extent and for such period as required by such Applicable Law, provided always the Processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller Personal Data is only processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose. The Processor shall provide written certification to Controller that it has fully complied with this Clause 6 within fourteen (14) days of the Cessation Date.

AUDIT RIGHTS

The Processor shall make available to the Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the Controller Personal Data by the Processor.

RESTRICTED TRANSFERS

The Processor shall not transfer the Controller Personal Data to countries outside the CANADA unless the Processor obtains the prior written consent of the Controller and in seeking such consent, complies with the following obligations and provides the Controller with details of the following in writing:

the Controller Personal Data which will be processed and/or transferred; the country or countries in which the Controller Personal Data will be processed and/or to which the Controller Personal Data will be transferred; and any Sub processor who will be processing and/or transferring Controller Personal Data;

ensures it has regard to and shall comply with Applicable Laws and the current government and Information Commissioner Office’s policies, procedures, guidance and codes of practice on, and any approval processes in connection with, the processing and/or transfers of the Controller Personal Data outside CANADA and/or overseas generally; and complies with such other instructions and shall carry out such actions as the Controller may notify in writing including entering into Standard Contractual Clauses.

SUB PROCESSING

The Controller authorizes the Processor to appoint Sub processors strictly in accordance with this clause and any restrictions in the Principal Agreement. The Processor may continue to use those Sub processors already engaged by the Processor as at the date of this Agreement, subject to the Processor as soon as practicable meeting the obligations. The Processor shall give the Controller prior written notice of the appointment of any new Sub processors including full details of the Processing to be undertaken by the Sub processor. If, within seven (7) days of receipt of that notice, the Controller notifies the Processor in writing of any objections to the proposed appointment, the Processor shall not appoint (nor disclose any Controller Personal Data to) the proposed Sub processor except with the prior written consent of the Controller.

With respect to each Sub processors the Processor shall: before the Sub processor first processes Controller Personal Data, carry out adequate due diligence in accordance with Good Industry Practice to ensure the Sub processor is capable of providing the level of protection for the Controller Personal Data required by the Principal Agreement; ensure the arrangement between the Processor and Sub processor is governed by a written contract including terms which offer at least the same level of protection for the Controller Personal Data as those set out in this Agreement and meet the requirements ; and provide to the Controller for review such copies of the Processors' agreements with Sub processors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement) as the Controller may request from time to time.

The Processor shall ensure that each Sub processor performs the applicable obligations under this Agreement, as they apply to processing of Controller Personal Data carried out by that Sub processor, as if it were party to this Agreement in place of the Processor. The Processor shall be liable for any failure of the Sub processor to comply with its obligations, and shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings in connection with any failure of the Sub processor to comply with its obligations.

General Terms

Nothing in this Agreement reduces the Processor’s obligations under the Principal Agreement in relation to the protection of personal data or permits the Processor to process (or permit the processing of) personal data in a manner which is prohibited by the Principal Agreement.

In the event of inconsistencies between the provisions of this Agreement and the data protection provisions of:

any other agreements between the parties and agreements entered into or purported to be entered into after the date of this Agreement (except where explicitly agreed otherwise in writing, signed on behalf of the parties), the provisions of this Agreement shall prevail.

The Controller may propose any amendments to this Agreement which the Controller reasonably considers to be necessary to address the requirements of any Data Protection Legislation. The Processor shall promptly co-operate (and ensure that any affected Sub processors promptly co-operate) with any such variations. No person who is not a party to this Agreement shall have any right to enforce this Agreement.

The Processor shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings arising in connection with any breach by the Processor of any of its obligations under this Agreement. Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either

(i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible,

(ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Without prejudice to any other rights or remedies that the Controller may have, the Processor acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Processor.