Models & Talents
Booking Terms & Conditions
TERMS AND CONDITIONS FOR BOOKING MODELS & TALENT
Book Management Inc.
- TERMS AND CONDITIONS
As required by Department of Employment regulations, Book MGMT’s booking confirmation form, containing the specific terms of the booking, must be signed and returned by the client and the signed booking confirmation form together with these terms and conditions shall form the agreement between the parties relating to each booking.
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 Book MGMT and the client.
Any amendment and/or variations made to the booking confirmation form by the client shall not be valid and binding unless Book MGMT 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.
In the event of any inconsistency or contradiction between these terms and conditions and the booking confirmation form, the terms set out in the booking confirmation form shall prevail.
AGENCY FEES / RATES : 20% Agency fee Applies to All Bookings + usage + taxes. Book MGMT must pre approve any usage for advertising or promotion, which may be subject to additional fees.
ALL Conditions must be specified prior to booking.
2.1 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 or for a single season in the case of a fashion booking from the date of the booking, in the Province/Territory 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 Book MGMT prior to the image’s first use.
2.2 DAILY / HOURLY RATE
Booking fees are charged by the day or by the hour, or on an alternative basis as notified to the client by Book MGMT (for example, a set fee for a catwalk show) and details are set out in the booking confirmation form.
- A ‘day’ is an 8-hour period between 9am and 6pm (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.
- FULL DAY: Eight hour day includes one hour paid break.
- HALF DAY: Four hour call time, includes 30min break.
- Overtime is charged at one-and-a-half times the hourly rate. More then 10 hour days are subject to 2x rate.
- Shootings starting before 8 am, or going past 6 pm must be approved in advance .
- Saturdays and Sundays or holidays are charged at double the hourly rate.
- Any booking which is over 4 hours will be charged at the day rate as 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 18:00 Monday to Friday and on all bookings lasting longer than 8 hours (excluding one hour’s break). Overtime rates will be charged as follows:
- 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 two times the standard hourly rate as set out in the booking confirmation form.
- A special rate is negotiated for night work between 2400 hours and 0900 hours.
- Work on Sundays and bank and public holidays is charged to the client at double the standard hourly rate as set out in the booking confirmation form.
Any time spent by the model travelling to or from a client’s venue will be charged at half the hourly rate provided the travel time exceed 50km.
- FITTING FEES
Any time spent by the model for fittings is charged at half the applicable hourly rate with a minimum charge to the client of 150.00 per hour. This Includes pinning/adjusting garment to model’s body or trying on more than 2 garments.
- ADDITIONAL EXPENSES
All expenses incurred by Book MGMT on the clients’ behalf will be charged to the client and will include an uplift of 12.5% of the total amount of the expenses.
- LOCATION BOOKINGS
- When a location booking is made, a client must provide transport for the model both to the booking location and back again unless agreed otherwise.
- If the client fails to provide such transport then Book MGMT shall be entitled to re-charge the cost of the transport procured for the model in accordance with section 2.
- If a model on location is prevented from returning to her city of work, half the daily fee will be charged to and payable by the client for each day that the model is unable to return to her city of work.
- When a location booking is made, the client will make a health and safety assessment of the location and shall notify Book MGMT of any potential risks and how these have been mitigated.
- The client acknowledges that at all times the model’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
TO BE AGREED AT THE TIME OF THE BOOKING OR BEFORE ANY ADDITIONAL USAGE IN ACCORDANCE WITH SECTION 3.1
USAGE RIGHTS: To be negotiated before client uses images. Further/additional usage outside of negotiated terms must be negotiated before further/additional usage begins. Usage rights are limited to the specific rights granted in writing and may not be extended without approval and fee negotiations .
- Additional fees are payable for the right to use the model’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 initial permitted use, details of which are set out in the booking confirmation form, e.g. packs, posters, showcards, record covers, swing tickets etc.
- For the avoidance of doubt, additional fees are payable for the right to use the model’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 Twitter, Facebook, MySpace, YouTube, Flickr, Blogs or other social networking websites or media.
- Unless otherwise agreed, the additional fees cover the right to use one image for one year from the date of booking, in Canada only, for the permitted use or uses or purposes agreed between Book MGMT and the client.
- Under no circumstances will each additional usage fee be less than the model’s advertised day rate as determined by Book MGMT unless determined otherwise by Book MGMT in its absolute discretion.
- Additional fees are also payable, and subject always to Book MGMT ’s prior consent, for the right to use the model’s image or reproductions etc, as set out in section 3 above for all known or anticipated territories other in Canada.
- Unless otherwise agreed the additional fees cover the right to use one image for one year or one season (as determined by Book MGMT at the date of booking and as detailed on the booking confirmation form) from the date of booking, in the territory or territories agreed and stipulated on the booking form.
- Under no circumstances will each usage fee be less than the model’s advertised day rate as determined by Book MGMT unless determined otherwise by Book MGMT in its absolute discretion.
8.3 OTHER SERVICES
Additional fees are also payable for other services to be supplied by the model, for example, personal appearances for PR purposes. Fees for such services will be negotiated on a case by case basis between the client and Book MGMT .
8.4 Book MGMT is solely responsible in perpetuity for all modifications, extensions and renewals of any booking.
8.5 BOOK MGMT FEES
8.5.1 ALL BOOKINGS APART FROM EQUITY CONTRACT TV COMMERCIALS
Book MGMT will invoice the client for one amount, which will be inclusive of the Book MGMT fees (as detailed in the booking confirmation form) and the model fees. Book MGMT will deduct and retain the Book MGMT fees from the amount received from the client before accounting to the model for the model fees.
- ALL CANADIAN BOOKINGS :
- INTERNATIONAL DIRECT BOOKINGS :
VALUE ADDED TAX (VAT) : 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 (where applicable) without set off by the client.
- 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 model is the client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking.
- Book MGMT reserves the right in its discretion to invoice the ‘ultimate client’, (eg. designer/ manufacturer/owner of the product in question). For example, this may be done if the client is booking on behalf of the ultimate client, in which case the client and the ultimate client are jointly and severally liable to pay all of the fees and settle the invoice accordingly.
- All fees for usage are for the right to use the model’s image and, once agreed, are payable whether or not the right is exercised.
- Unless Book MGMT specifically agrees otherwise, in writing, no usage for the model’s image is permitted until Book MGMT has received payment in full. Book MGMT 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 Book MGMT , without prejudice to any other right or remedy of Book MGMT , 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.
- In the event that the client is providing the services on behalf of or to a third party end user, in entering into these terms and conditions 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 these terms and conditions;
- Acknowledges its obligations to Book MGMT including but not limited to the obligation to pay Book MGMT within 30 days of the date of any invoice received from Book MGMT ; and
- acknowledges that the third party end user may not use the images until payment is received by Book MGMT 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 these terms and conditions 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 Book MGMT as beneficiary until such time as all outstanding fees owed by the client are paid in accordance with the terms of these terms and conditions.
- LATE PAYMENT:24% per/annum compounded daily finance charge will be applied to billing unpaid within 30 days.
8.6 EXCLUSIVITY FEES
- Unless otherwise agreed in the booking confirmation form the model is supplied to the client by Book MGMT 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 or territorial 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.
8.7 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, unless otherwise expressly agreed in writing.
8.8.1 Cancellation of booking by the Client :
- Half Fee payable if services rescheduled immediately or one week prior to 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.
- Full fee payable if cancellation on any multiple day jobs are cancelled within a period equal to or less than the length of the booking , or with a minimum of 3 business days of the first shoot date.
- Saturdays, Sundays and bank and public holidays are excluded for the purpose of determining the cancellation notice prior.
- Cancellation of trips and full week bookings must be made one week prior to first day of booking, otherwise full fee will be charged.
- All nonrefundable travel expenses already incurred will be reimbursed by the client
8.8.2 Cancellation of booking by Book MGMT :
- Should Book MGMT 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 Book MGMT 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 Book MGMT shall not be liable to the client for any costs incurred as a result of such cancellation.
8.9 WEATHER RELATED CANCELLATIONS
- On the first occasion of cancellation due to weather half the booking fee is charged and payable by the client unless the client fails to cancel in time to prevent the model’s attendance in which case the full booking fee is charged and payable by the client. Cancelation due to weather, rescheduled within 14 days, fee waived. If not, full fee will be applied .
- On the occasion of the second cancellation and any subsequent cancellations the full booking fee is charged and payable by the client.
- Weather permit bookings must be specified at time of option.
- All other reasons require a normal cancelation policy.
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 (see section 2.2)).
8.11.MODEL CARE AND SAFETY
- Discuss extraordinary booking requirements of model prior to booking (lingerie /stunt work etc.).
- Provide closed door dressing facilities.
- Must discuss advertising conflicts with agency.
- Contracts have period and territorial limitations.
- Extensions & changes of usage dates must be negotiated with agency.
8.11.1 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 wellbeing of the model is protected and maintained at all times whilst providing services to the client. Such steps shall include without limitation:
- 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;
- 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;
- 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;
- Ensuring that all of the people and organizations which are engaged by the client in relation to the delivery of the services are suitably qualified, experienced and professional;
- Ensuring that no one imposes upon the model any action or activity which is either dangerous, degrading, unprofessional or demeaning to the model;
- Ensuring that the services are delivered and the model is treated in accordance.
- 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.
8.12 MODEL’S EXPENSES: Any expense such as flight or hotel etc., advanced by model/agency must be paid within 30 days or will be subjected to an additional charge.
8.13 WORK PERMIT: Direct Bookings involving a Foreign Model/Worker require 5 business days to process a Labour Market Opinion. Foreign workers requiring a Visa to enter Canada require an additional 5 business days for processing. BOOK MGMT does not guarantee the successful administration of Labour Market Opinions or Visas nor are we liable for any charges due to the cancellation of a Foreign Workers booking.
8.14 MODEL RELEASE: NO models shall sign any sort of release without approval by BOOK MGMT, in writing.
8.15 OPTIONS: Confirmation or release will be enforced if secondary option is ready to confirm.
8.16 LINGERIE BOOKINGS: Applies to all forms of undergarments, pantyhose, sleepwear, transparent or translucent items. It is the Clients responsibility to advise agency of such garments to be shot on set at time of booking. Closed set Required.
8.18 SOCIAL MEDIA BOOKINGS
8.19 Always include a credit in the form of “model’s name” @ “Book Management ”, wherever a credit is applied.
- All local bookings – are taxed in accordance with the province or territory where job was completed.
- For international bookings taxes are not applicable.
All sums payable under the Agreement 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.
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 in sections 3.3 and 11.1, behind-the-scenes filming is permitted on condition that the talent is hair-and-make-up ready.
8.18 SOCIAL MEDIA BOOKING
MODEL/TALENT SOCIAL MEDIA FEES MUST BE SPECIFICALLY NEGOTIATED AS A SEPARATE ITEM AND ARE NOT INCLUDED IN THE STANDARD WEB AND ELECTRONIC MEDIA USAGE TERMS. BOOK MGMT MUST PRE-APPROVE ANY USAGE FOR ADVERTISING OR PR.
12.1.A The client warrants and represents to Book MGMT that:
- It has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions;
- The booking form is executed by a duly authorized representative of the client;
- 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 11 above;
- 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 (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 Book MGMT 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 IMG to ensure that the model is suitably prepared and able to perform the services.
12.1.B The client shall indemnify Book MGMT and keep Book MGMT indemnified against all costs, expenses, damages and losses suffered or incurred by Book MGMT (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 these terms and conditions, including but not limited to, any breach by the client of Section 6 of these terms and conditions;
- Any claim brought by a third party against Book MGMT in circumstances where, as a result of the client’s acts or omissions, the distribution of images, in whatever form, outside of the agreed territory and in breach of these terms and conditions has caused Book MGMT 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.
- Indemnity ( replace 12.1 B to 13)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 section 6, 8 and 11 of these terms and conditions;
any breaches of section 11.3 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 a model’s services on the catwalk for the 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 section 3.2 above) is exploited for reporting purposes only.
- The client is responsible for ensuring that all photographers present are aware of this condition and the client will procure that they abide by these conditions. If any other usage is required it must be negotiated and agreed with Book MGMT 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. If not booking direct, the client (usually the music company) will be invoiced by Book MGMT as the ultimate client (see section 5).
- TEST AND EXPERIMENTAL PHOTOGRAPHY
When Book MGMT 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.
- 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 sections 2.1, 3, 12, 13, 14 and 15 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 shall draw all these terms and conditions (1-22) 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 Book MGMT and/or the model as appropriate.
- In particular, the client acknowledges and agrees that Book MGMT is the owner or licence holder of all commercial rights and intellectual property rights relating to the model and Book MGMT 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 Book MGMT other than the rights specifically granted to the client under these terms and conditions.
- For the avoidance of doubt, notwithstanding anything in the booking confirmation form or these terms and conditions, including but not limited to any grant of exclusivity over the use of the images, the client acknowledges and agrees that Book MGMT and the model may use the images resulting from any booking in any form whatsoever, solely in order for the model and Book MGMT to promote the model and in the search of future job opportunities for the model.
- The model and Book MGMT acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the booking confirmation form and these terms and conditions.
- LIABILITY AND INSURANCE
18.1 No party excludes or limits its liability under these terms and conditions 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.
18.2 Subject to section 18.1, Book MGMT 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 Book MGMT 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 Book MGMT ;
18.2.1 Book MGMT shall not be liable for:
18.104.22.168 loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings; product recall costs; failure by the model to attend a booking for whatever reason; damage to the client’s reputation; or consequential, special or indirect loss or damage; even if Book MGMT has been advised of the possibility of such loss or damage cancellation insurance to protect against the potential liabilities which Book MGMT and the client may incur as a consequence of the provisions of sections 8 and 9;
22.214.171.124 Insurance to protect the model and Book MGMT should any damage, injury or loss be caused whilst the model is providing services to the client; and
126.96.36.199 Travel insurance to cover the activities of the models whilst travelling to and from the location of the services.
188.8.131.52 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:
184.108.40.206 The client’s sole remedy against the Model for loss or damage arising out of the performance or non-performance by the Model under the terms of the booking form will be limited to direct, actual damages incurred by the client and in no event will the Model’s liability exceed the compensation, excluding the reimbursement of expenses, actually received by the Model from the client.
220.127.116.11 . CONTRACT AND AUTHORITY
- 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 Book MGMT . 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 outside of the scope of this agreement, such signature or verbal agreement shall not constitute a variation of this agreement and is not binding on the model or Book MGMT unless and until it is agreed in writing by Book MGMT (such agreement to be determined in Book MGMT ’s absolute discretion).
19 . Data Protection
In this section the following definitions apply:
the terms “data controller”, “data processor”, “data subject”, “processing” and “personal data” bear the respective meanings given to them in the Data Protection Act 1998 (the “Act”) and, from the date on which it comes into force in the UK and for so long as it is in force, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”), and “data protection principles” means the eight data protection principles set out in Schedule 1 to the Act and the data protection principles set out in the GDPR (as applicable);
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 organisational measures to protect such data against unauthorised 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 organisational 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 authorised third parties who reasonably require access to the Talent Personal Data pursuant to the Agreement and that all employees and authorised 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 authorised 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 jeopardise 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 the European Economic Area;
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 22.
19.2 DATA PROCESSING AGREEMENT
For the purposes of the Data Protection Legislation, the parties hereby acknowledge and agree the client is the data processor (“Processor”) and BOOK Management 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 (as such terms are defined in Annex 1).
Unless otherwise stated, all defined terms have the meaning given in Annex 1 (Definitions and Interpretation).
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 authorises the Processor to instruct each Subprocessor) 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 organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
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 authorised subcontractors who need access to the Controller Personal Data to meet the Processor’s obligations under the Principal Agreement and that all employees and authorised 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 organisational 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 to the generality of clause 5.1, the 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
Subject to clauses 6.2 and 6.3, the 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.
Subject to clause 6.3, 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.
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.
The Processor shall not transfer the Controller Personal Data to countries outside the EEA unless the Processor obtains the prior written consent of the Controller and in seeking such consent, complies with the following obligations:
provides the Controller with details of the following in writing:
the Controller Personal Data which will be processed and/or transferred outside the EEA;
the country or countries in which the Controller Personal Data will be processed and/or to which the Controller Personal Data will be transferred outside the EEA; and
any Subprocessor who will be processing and/or transferring Controller Personal Data outside the EEA;
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 the EEA 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.
The Controller authorises the Processor to appoint (and permits each Subprocessor appointed in accordance with this clause 9 to appoint) Subprocessors strictly in accordance with this clause 9 and any restrictions in the Principal Agreement.
The Processor may continue to use those Subprocessors already engaged by the Processor as at the date of this Agreement, subject to the Processor as soon as practicable meeting the obligations set out in clause 9.4.
The Processor shall give the Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. 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 Subprocessor except with the prior written consent of the Controller.
With respect to each Subprocessor, the Processor shall:
before the Subprocessor first processes Controller Personal Data, carry out adequate due diligence in accordance with Good Industry Practice to ensure the Subprocessor 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 Subprocessor 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 of article 28(3) of the GDPR; and
provide to the Controller for review such copies of the Processors’ agreements with Subprocessors (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 Subprocessor performs the applicable obligations under this Agreement, as they apply to processing of Controller Personal Data carried out by that Subprocessor, as if it were party to this Agreement in place of the Processor.
The Processor shall be liable for any failure of the Subprocessor to comply with its obligations pursuant to clause 9.5, 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 Subprocessor to comply with its obligations pursuant to clause 9.5.
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 (including, but not limited to, clause 22 (Data Protection) of the Principal Agreement); 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 Subprocessors 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 (or any agreement or document entered into pursuant to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
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. Accordingly,
- COMPLAINTS AND DISCLAIMER
Any cause for complaint must be reported to Book MGMT by the client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst Book MGMT will use reasonable endeavours to ensure that the models provide a satisfactory and efficient services to clients, as the agent, Book MGMT cannot be held responsible for a model’s conduct or behaviour whilst delivering the services and in this regard Book MGMT shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of any model.
- FORCE MAJEURE
Book MGMT 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 Book MGMT including without limitation fire, floor or catastrophe, acts of God, insurrection, workforce action, war or riots, (an “Event of Force Majeure”) and Book MGMT ’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.
- INTERPRETATION OF TERMS AND CONDITIONS
22.1 For the purpose of the relationship between the client and Book MGMT the client acknowledges, accepts and agrees that Book MGMT is the supplier of services which shall be strictly and exclusively governed by these terms and conditions.
22.2 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 Book MGMT 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 Book MGMT and the client. The client acknowledges that there are no representations, statements or promises made or given by or on behalf of Book MGMT 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).
22.3 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.
22.4 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. 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 authorized representatives of both Book MGMT and the client.
23.1 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.
23.2 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.
23.3 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.
23.4 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.
23.5 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.
23.6 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.
- 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;
- to enable enforcement of the party’s rights under these terms and conditions;
- with the prior written consent of the other party; and
- as required by any applicable law.
23.7 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.
23.8 No variation or amendment to the terms of these terms and conditions shall be valid and binding unless in writing and signed by an authorized representative of each party
23.9 Except where these terms and conditions expressly provides otherwise, a person who is not a party to these terms and conditions has no right 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 Book MGMT 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.
23.10 Subject to clause 23.11, 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 Courts of Quebec, Canada.
23.11 Notwithstanding clause 23.10, the Parties to this Agreement agree that the Company may enforce its rights under these terms and conditions in any other court of competent jurisdictions outside of the courts of Quebec, Canada.