Terms and Conditions of Service

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In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer).

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When we say we, us, or our, we mean FAD Model Management LTD, a company registered in England and Wales with company number 13656020. We and you are each a Party to these Terms, and together, the Parties.

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These Terms form our contract with you and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

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Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

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For questions about these Terms, or to get in touch with us, please email: sam@fadmodels.co.uk.

These Terms were last updated on 9 July 2026.

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1. Engagement and Term

1.1 These Terms apply from the Commencement Date until the date that is the earlier of:

(a) the date set out in the Quote;

(b) the date the Services are completed (as reasonably determined by us); or

(c) the date on which these Terms are terminated,

(Term).

1.2 You may book our Services through the following channels:

(a) our website at https://www.fadmodels.co.uk/;

(b) via email to bookings@fadmodels.co.uk;

(c) telephone enquiries; or

(d) via our official social media channels.

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2. Services

2.1 In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel. We will arrange for the relevant model, actor or talent (Talent), to be supplied to you, and in doing so we act as agent for and on behalf of the relevant Talent.

2.2 You acknowledge and agree that the services provided by the Talent (Talent Services) are supplied to you by the relevant Talent, and we act as an agent in arranging that supply, for which you pay us an agency fee.

2.3 All variations to the Services or Talent Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or Talent Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

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Substitution

2.4 Where we have provided you with specific Talent for the Talent Services, you may request a substitution of such Talent by providing us with reasonable written notice. Such notice must include information as to why the relevant Talent is unsuitable for the Talent Services, and any other information we reasonably request from you.

2.5 Upon receiving a substitution request, we will:

(a) review the request promptly and in good faith; and

(b) use our reasonable endeavours to accommodate the request where practicable.

2.6 We are not obligated to provide a substitution where:

(a) you provide us with less than 24 hours’ notice;

(b) suitable alternative Talent are not available; or

(c) the request is unreasonable in the circumstances.

2.7 Any additional costs arising from Talent substitution will be borne by you, unless otherwise agreed in writing.

2.8 We will use reasonable endeavours to ensure that substitute Talent have equivalent skills, experience and suitability for the Talent Services as the original Talent.

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Overtime

2.9 Overtime is charged at 2.0 times the standard hourly rate (Overtime Charge) as set out in the booking confirmation form and will be agreed upon in writing prior to the commencement of work. Depending on the amount of overtime hours required, and the timing of such hours, the Parties may mutually agree to different Overtime Charges in writing, in which case such Overtime Charges will apply instead.

2.10 The Overtime Charge will apply where:

(a) work is carried out outside the hours of 09:00 to 17:00 Monday to Saturday; and

(b) work is carried out on Sundays and bank and public holidays.

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3. Your Obligations

3.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

(a) comply with these Terms, all applicable Laws, and our reasonable requests;

(b) provide us (and our Personnel and the Talent) with access to your premises (and its facilities) and any other premises as is reasonably necessary for us to provide the Services and the Talent the Talent Services (as applicable), free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;

(c) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services, and the Talent the Talent Services;

(d) treat all our Personnel and Talent professionally and respectfully during the provision of Services and Talent Services and take all steps necessary to ensure that the safety, health and wellbeing of our Personnel and Talent is protected at all times, including:

(i) ensuring that the venue and working conditions are safe and comply with all health and safety standards;

(ii) allowing suitable rest periods and refreshment;

(iii) ensuring that no one imposes any action or activity which is dangerous, degrading, unprofessional or demeaning;

(iv) providing appropriate changing and preparation areas to maintain privacy;

(v) providing all meals and beverages (taking into account dietary requirements, allergies or restrictions) during the provision of Talent Services; and

(vi) ensuring that our Personnel and Talent are not subject to any abusive or harassing behaviour; and

(e) not (or not attempt to) disclose, or provide access to, the Services or Talent Services to third parties without our prior written consent.

3.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 3.

3.3 All matters relating to the use of our Talent, the Services, the Talent Services and Price must be negotiated and agreed only with us. You shall not attempt to negotiate, nor allow others to negotiate, with our Talent directly.

3.4 You shall not, during the Term and for 12 months thereafter, directly or indirectly solicit, employ or engage any of our Personnel or Talent without our prior written consent. Where you breach this clause 3.4, you acknowledge and agree that you will be liable to pay us the equivalent of any Price that would have been payable by you to us had you engaged the Personnel or Talent via us. You acknowledge and agree that this amount is a genuine pre-estimate of our likely losses arising from your breach of this clause 3.4. This clause shall survive termination of these Terms.

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4. Price and Payment

4.1 In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms.

4.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):

(a) after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or

(b) charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

4.3 All amounts payable by you under these Terms are exclusive of amounts in respect of any taxes, including sales, use or value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under these Terms by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

4.4 All expenses incurred by us on your behalf will be recharged to you and will include an administrative uplift of 12.5% of the total expense amounts.

4.5 All expenses must be approved by you in advance in writing, except for reasonable expenses under £50 per item.

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5. Cancellations and Rescheduling

5.1 Where you have requested to cancel the Talent Services, we may, at our discretion, charge a Cancellation Fee, calculated as follows:

(a) where you have provided us with written notice to cancel up to 48 hours prior to the date of the commencement of the Talent Services, the Cancellation Fee will be calculated as 50% of the Price; and

(b) where you have provided us with written notice to cancel less than 48 hours prior to the commencement of the Talent Services, the Cancellation Fee will be calculated as 100% of the Price.

5.2 You acknowledge and agree that the Cancellation Fee is a genuine pre-estimate of our likely losses arising from your early cancellation of the Talent Services.

5.3 You may reschedule the Talent Services up to 24 hours prior to the commencement of the Talent Services by providing us with written notice. The Parties agree to work together to find a suitable date and time for the performance of any rescheduled Talent Services, however, any rescheduling is subject to availability and we make no guarantee that your preferred date or time will be available.

5.4 We may cancel or substitute Talent at any time for any reason and without liability to you. Where we cancel or substitute Talent, we will:

(a) use reasonable endeavours to provide you with reasonable notice; and

(b) take reasonable steps to mitigate the impact of such cancellation, including providing you with a suitable replacement or rescheduling the Talent Services.

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Weather-Related Cancellations

5.5 Weather cancellations must be notified as soon as reasonably practicable.

5.6 First weather cancellation: 50% of the Price is charged unless you fail to cancel as soon as reasonably practicable (taking into consideration the time for travelling and notifying our Talent) to prevent our Talent’s attendance, in which case 100% of the Price is charged.

5.7 Subsequent weather cancellations: 100% of the Price is charged for the second and any subsequent weather-related cancellations.

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Extended Bookings Cancellation

5.8 For bookings of more than three days duration, if cancelled within a period equal to or less than the length of the booking, 100% of the Price will be charged. Saturdays, Sundays, and bank holidays are excluded when calculating the cancellation notice period.

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6. Location

6.1 When a location booking is made, you agree to:

(a) conduct a comprehensive health and safety assessment of the location;

(b) notify us in writing of any potential risks and how these have been mitigated;

(c) acknowledge that our Talent’s health and safety is of paramount importance; and

(d) ensure compliance with the highest standards of health and safety whilst on any location bookings.

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7. Travel

7.1 Any time spent by our Talent travelling to or from your venue will be charged at 50% of the standard hourly rate. This applies to any travel outside of a five-mile radius of our registered office address.

7.2 When a location booking is made, you must provide transport for our Talent both to the booking location and return, unless agreed otherwise in writing. If you fail to provide such transport, we shall be entitled to charge you the cost of transport procured for our Talent.

7.3 If our Talent on location are prevented from returning to work due to location constraints, 50% of the daily fee will be charged and payable by you for each day that our Talent are unable to return to work.

7.4 You must maintain adequate travel insurance to cover the activities of our Talent whilst travelling to and from the location of the Talent Services.

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8. Specialised Bookings

Fashion Shows and Catwalks

8.1 Catwalk bookings provide you with the right to:

(a) use our Talent’s services on the catwalk for the specified show; and

(b) allow photographers to photograph and video the show for reporting purposes only.

8.2 You are responsible for ensuring all photographers are aware of these restrictions. Any other usage requires separate negotiation and agreement with us.

Music Videos and Promotional Films

8.3 All fees will be negotiated on a case-by-case basis. Standard structure includes:

(a) a fee for the shoot; and

(b) an additional buyout fee.

8.4 If the booking was not made directly by the end client, please let us know the details of the end client as they will be invoiced by us.

Test and Experimental Photography

8.5 Where we agree to a test shoot or experimental photography, the photographer is not entitled to use such photographs for any commercial purposes unless specific arrangements have been made in writing with us before the session.

Fittings

8.6 Any time spent by our Talent for fittings is charged at 50% of the applicable hourly rate with a minimum charge of £50 per hour.

8.7 Fitting time must be agreed in advance and confirmed in writing in the Quote.

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9. Exclusive Bookings

9.1 Unless agreed otherwise in the Quote, our Talent are supplied on a non-exclusive basis and are free to provide services to competitors or similar products.

9.2 Exclusivity fees are required when the use of our Talent’s image or services is required on an exclusive or semi-exclusive basis (sector-specific or territorial exclusivity) that prevents our Talent from providing services to your competitors.

9.3 You are responsible for researching and checking whether our Talent have undertaken conflicting work before booking.

9.4 Our Talent may provide services to competitors unless exclusivity fees are negotiated and paid.

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10. Artificial Intelligence and Synthetic Media

10.1 You must not, and must ensure that your Personnel and any other person acting on your behalf do not, use, copy, upload, process, analyse, reproduce or otherwise exploit any photographs, video, audio recordings, scans, motion capture, performance data, likeness, voice, biometric data or any other content featuring our Talent for the purpose of:

(a) training, testing, validating, developing or improving any artificial intelligence, machine learning or generative AI system or model;

(b) creating any digital replica, avatar, synthetic performer, digital double, virtual model, deepfake or other computer-generated representation of our Talent;

(c) generating new images, video, audio or other content depicting or resembling our Talent;

(d) incorporating our Talent’s likeness, image, voice, facial features, body shape, movements, biometric data or other identifying characteristics into any artificial intelligence model, dataset or synthetic media system; or

(e) any other artificial intelligence or machine learning purpose.

10.2 No licence or right to use our Talent’s image, likeness or other content for any purpose referred to in clause 10.1 is granted under these Terms. Any such use requires our prior written consent, is subject to a separate written agreement, additional fees and usage terms, and our Talent’s prior written consent.

10.3 Any breach of this clause 10 is a material breach of these Terms. Where such a breach occurs, you must, immediately upon our request:

(a) cease the relevant use;

(b) permanently delete or destroy all data, datasets, models and outputs derived from or incorporating the relevant content, to the extent reasonably possible; and

(c) provide us with written confirmation that you have complied with this clause 10.3.

10.4 You indemnify us and our Talent against all Liability we or the relevant Talent incurs arising from or in connection with your breach of this clause 10.

10.5 Without limiting any other right or remedy, you acknowledge that damages alone may not be an adequate remedy for a breach of this clause 10, and we are entitled to seek injunctive or other equitable relief in addition to damages.

10.6 This clause 10 will survive the termination or expiry of these Terms.

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11. Restrictive Covenants

11.1 You (whether inadvertently, directly or indirectly), must not, during the Restraint Period:

(a) induce or solicit our Talent (who were Talent at the date of termination or expiry of these Terms or within the 12 months prior), to:

(i) leave their employment, agency or contractual arrangement with us;

(ii) breach any obligations owed to us;

(iii) provide services to you or any third party outside of arrangements with us;

(b) employ, engage, or retain (whether as employee, consultant, contractor, or in any other capacity) any of our Talent who provided Talent Services under these Terms or with whom you had contact during the Term; or

(c) attempt, facilitate, counsel, procure or otherwise assist any person to do any acts referred to in this clause 11.1.

11.2 You agree that, in consideration of these Terms:

(a) the terms of this clause 11 are reasonable given the nature of our business, are necessary to protect our legitimate business interests and do not unreasonably restrict your right to carry on your profession or trade;

(b) we may seek legal remedies (including equitable remedies) for a breach of this clause 11; and

(c) on request, you agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause 11.

11.3 For the purposes of this clause 11, Restraint Period means the Term, and:

(a) 24 months after the Term of these Terms, or (if that duration is deemed unreasonable);

(b) 12 months after the Term of these Terms, or (if that duration is deemed unreasonable);

(c) 6 months after the Term of these Terms.

11.4 This clause 11 will survive the expiry or termination of these Terms.

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12. Intellectual Property

12.1 As between the Parties:

(a) we own all Intellectual Property Rights in Our Materials;

(b) you own all Intellectual Property Rights in Your Materials; and

(c) nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

12.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will, after payment by you in full of the Price relevant to those New Materials, vest in you.

12.3 Notwithstanding clause 12.2, where we provide photography services as part of the Talent Services, ownership of all Intellectual Property Rights in Photography Materials will vest in and remain with us upon creation.

12.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, perpetual, non-sublicensable (other than to our associated bodies corporate, as that term is defined in the Companies Act 2006) and non-transferable right and licence, to use Your Materials that you provide to us and the New Materials, for the performance of our obligations under these Terms.

12.5 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you and the Photography Materials solely for your use and enjoyment of the Services or Talent Services, as contemplated by these Terms.

12.6 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your Personnel) waive those Moral Rights and waive all rights to object to derogatory treatment of such material.

12.7 Where you publish any New Materials or content featuring our Talent, you agree to credit and attribute our Talent by including the following language in the relevant publication: “[Model’s name] @ FAD Model Management”. The Parties may, from time to time, agree in writing to amend any language used to attribute our Talent.

12.8 This clause 12 will survive termination or expiry of these Terms.

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13. Usage Rights and Permitted Use

13.1 Unless agreed otherwise in the Quote, the Price provides entitlement and right to use images for one year (or single season for fashion bookings) from the booking date, in the United Kingdom only, for the initial permitted use specified in the Quote. Such permitted use is strictly subject to payment in full of all amounts owed to us.

13.2 Additional fees are payable for rights to use our Talent’s image, reproductions, adaptations, drawings derived from that image, or any other representation, whether complete or partial, alone or with other content, for purposes beyond the initial permitted use, including but not limited to:

(a) packs, posters, billboards;

(b) online or digital media including social networking websites, blogs, or streaming platforms;

(c) any commercial use beyond the scope specified in the Quote.

13.3 Unless otherwise agreed, additional usage fees cover the right to use one image for one year from the booking date, in the United Kingdom only. Under no circumstances will any additional usage fee be less than our Talent’s advertised day rate unless determined otherwise by us in our absolute discretion.

13.4 Additional fees are payable, subject to our prior written consent, for rights to use our Talent’s image in territories other than the United Kingdom. Such fees will be negotiated based on territory, duration, and media usage.

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14. Digital and Social Media Usage

14.1 For the avoidance of doubt, additional fees are payable for rights to use our Talent’s image or any representation thereof in any digital media beyond the initial permitted use specified in the Quote, including but not limited to:

(a) social networking websites (Twitter, Facebook, Instagram, TikTok, LinkedIn);

(b) video platforms (YouTube, Vimeo, streaming services);

(c) blogs, websites, and online publications;

(d) digital advertising and marketing campaigns;

(e) mobile applications and digital platforms.

14.2 No digital or social media usage is permitted without our prior written consent and payment of applicable additional usage fees.

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15. Confidential Information

15.1 Subject to clause 15.2, each Party must (and must ensure that its Personnel and, where applicable, Talent) keep confidential, and not use (except to perform its obligations under these Terms) or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party’s business and operations.

15.2 Clause 15.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 15.1.

15.3 This clause 15 will survive the termination of these Terms.

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16. Privacy

Each Party agrees to comply with all Applicable Data Protection Law with respect to the transfer or processing of any Personal Data in connection with these Terms.

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17. Liability

17.1 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

17.2 Subject to clause 17.1, but despite anything to the contrary, to the maximum extent permitted by Law:

(a) neither Party will be liable for Consequential Loss;

(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement by, the other Party; and

(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to 100% of the Price.

17.3 We have given commitments as to the compliance of the Services with these Terms and applicable Laws. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by Law, excluded from these Terms.

17.4 This clause 17 will survive the termination or expiry of these Terms.

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18. Termination

18.1 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

18.2 Upon expiry or termination of these Terms:

(a) we will immediately cease providing the Services;

(b) any payments made by you to us for Services already performed are not refundable to you;

(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;

(d) where termination is by us pursuant to clause 18.1, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and

(e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 13.

18.3 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

18.4 This clause 18 will survive the termination or expiry of these Terms.

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19. General

19.1 Amendment: Subject to clause 2.3, these Terms may only be amended by written instrument executed by the Parties.

19.2 Assignment: Subject to clauses 19.3 and 19.11, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

19.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

19.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.

19.5 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

19.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

(a) as soon as reasonably practical, notifies the other Party in writing of details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

19.7 Governing Law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

19.8 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

19.9 Publicity: Despite clause 15, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

19.10 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

19.11 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

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20. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:

Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with these Terms, including without limitation, the Data Protection Act 2018.

Business Day means a day on which banks are open for general banking business in London, England, excluding Saturdays, Sundays and public or bank holidays.

Commencement Date means the date that is the earlier of:

(a) the date that you accept the Quote;

(b) the date that you ask us to begin supplying the Services;

(c) the date you confirm by email that you accept these Terms; or

(d) the date that you make part or full payment of the Price.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

Expenses means any third party costs or disbursements, reasonably and directly incurred by us and approved in advance by you for the purpose of the supply of the Services or Talent Services, including but not limited to travel, accommodation, studio hire, equipment rental, and other booking-related costs.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Moral Rights has the meaning given in Chapter IV of the Copyright, Designs and Patents Act 1988 and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Talent in connection with these Terms or the supply of the Services or Talent Services, whether before or after the Commencement Date and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials, Photography Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Payment Terms means the timings for payment of the Price and any Expenses, as set out in the Quote.

Personal Data has the meaning given to it in the Data Protection Act 2018.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents. For the avoidance of doubt, our Personnel do not include our models, actors, or other talent. In respect of you, Personnel does not include us.

Photography Materials means any photographs, images or related materials created, adapted, modified or developed by us or our photographers in connection with these Terms or the supply of the Services or Talent Services, whether before or after the Commencement Date and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Price means the price set out in the Quote, as adjusted in accordance with these Terms.

Quote means the document to which these Terms are attached or incorporated.

Services means the services set out in the Quote, as adjusted in accordance with these Terms. For the avoidance of doubt, Services refer to our provision of agency booking services, and are not the provision of modelling, acting or talent services, for which you agree you will enter into a separate agreement with the relevant model, actor or talent.

Talent is as defined in clause 2.1.

Talent Services is as defined in clause 2.2.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.