In these terms and conditions (i) "Seller" means Stolen Agency (ii) "Services" means the provision by the Seller of models for modelling and promotional assignments (iii) "Buyer" means the purchaser of the Services.
This contract contains the entire bargain between the Seller and the Buyer and in terms of any inconsistency between these terms and conditions and the terms and conditions of any other documents sent to the Buyer to the Seller (whatever their respective dates) in respect of the Services these terms and conditions shall prevail. No waivers, alterations or modifications of these terms and conditions shall be valid unless made in writing and signed by the duly authorised representative of the party against whom the same shall be sought to be enforced.
Any description or illustration in the Sellers catalogues, price lists or other advertising materials is intended merely to present a general idea of the Services and the same shall not form representations or be part of this contract.
Any concession or waiver made by the Seller at any time shall not prejudice the exercise of it's rights hereunder.
The Seller reserves the right to correct any clerical errors made by it's employees at any time.
The Buyer's order will only be accepted when an acknowledgement is signed by an authorised representative of the Seller.
Each of the paragraphs of these terms and conditions and every part hereof shall be separate and severable to the extent that if one paragraph or one part thereof shall be unenforceable the other paragraphs and other parts of the paragraph respectively shall be effective.
Each separate performance of the Services under this contract shall be deemed to constitute a separate contract to which the terms and conditions hereof shall apply, provided that these terms and conditions shall be subject to and shall in no way affect the Sellers rights under sub paragraphs 12 and 14 below to suspend or terminate the whole contract under the circumstances there mentioned.

2. PRICE FOR SERVICES

Subject to agreement, the price for the provision of the Services is based on the model's quoted daily or hourly rate. Any additional half hour or any part of a half hour shall be paid at the hourly rate specified. The day booking is for an 8 hour period inclusive of a one hour lunch break.
The Seller's quoted overtime rates apply in relation to the provision of the Services before 9am and after 6pm and on all bookings over 8 hours.
The Seller's quoted rates apply for night work between 6pm and 12pm, and work on Saturday, at one and a half times the normal rate. A special rate is negotiated for work between midnight and 9am. Work on a Sunday and bank holidays is double the normal rate.
The price for Services is based on the current price of all appropriate prime costs of the Seller including the rate of exchange of sterling and if the same shall increase after the date of order the Seller shall be entitled to increase the price for Services by a fair proportion to reflect the increased costs.
The Agency Fee applicable is to cover Stolen Agency’s costs and management.
The Agency Fee is 30% of the total invoice.

3. PAYMENT TERMS

Full payment for the Services and any booking fee shall be made by the Buyer not later than 30 days from the date of the Seller's 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. The agent reserves the right to invoice the 'ultimate client' (i.e. the 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 the invoice. All fees for usage are for the right to use the model's image and, once agreed, are payable whether or not the right is exercised. Unless the agent specifically agrees otherwise, in writing, no usage for the model's image is permitted until the payment is made in full. The agency reserves the right to alter payment terms if it deems appropriate prior to booking.
The Buyer shall, subject to the production of relevant receipts, reimburse all expenses incurred in relation to the performance of the Services subject always to such expenses being agreed in advance with the Buyer.
The price is exclusive of any application of VAT which the Buyer shall be additionally liable to pay to the Seller.
No deductions shall be made by the Buyer from the payments due under this contract agreed in writing by the Seller.
The Buyer shall not be entitled to withhold or set off payments under this contract for any reason whatsoever.
In the event of cancellation by the Buyer of the order not later than 72 hours prior to the due date for the performance of Services, provided no expenses have been incurred by the Seller or model (for example, travel cost), no cancellation fee shall be payable. In the event of cancellation by the Buyer on any date less than 72 hours but not less than 24 hours before the provision of the Services, the Seller shall be entitled to invoice the Buyer for one half of the agreed fee for the Services unless the model is rebooked within that period. In the event of cancellation on any date less than 24 hours before the provision of the Services, the Seller shall be entitled to invoice the Buyer for the full amount of the agreed fee for the Services.
In general, the agreed fees cover the right to use one image for one year from the date of the booking in the United Kingdom only, for the initial permitted use.

4. PROVISIONAL AND TV BOOKINGS

Provisional bookings will be automatically cancelled if they are not confirmed within 72 hours of the proposed booking, or if a definite booking is offered and the provisional cannot be confirmed.
TV bookings shall at all times be subject to the British Actors Equity Association agreements and other such specific terms as shall be agreed between the Seller and the Buyer.

5. WEATHER PERMITTING BOOKINGS

At first cancellation a half fee will be charged (unless the Buyer fails to cancel in time to prevent the models attendance in which case the full fee shall be payable).

6. LOCATION BOOKINGS

When a location booking is made the Buyer shall be bound to provide relevant information regarding transportation facilities to allow the model to return from the Edinburgh area. If a model on location is prevented from returning to Edinburgh to work, the Seller shall be entitled to invoice the Buyer for one half of the daily fee. Where specified, the Buyer shall also be liable for all extraordinary traveling expenses incurred by the model by reason of the remoteness of the location. Further, the Buyer shall also be responsible for the model's meals on all bookings outwith the Edinburgh area.

7. OTHER ADDITIONAL COSTS

Fitting fees; are charged at half the hourly rate.
Territory; Additional fees are payable for the right to use the model's image (or reproductions etc. as set our below under USAGE) for all known or anticipated territories other than the United Kingdom. Unless otherwise agreed the additional fees cover the right to use one image for one year from the date of booking, in the territory or territories agreed. Under no circumstances will each usage fee be less than the model's advertising day rate.
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 an individual basis.
Exclusion Fees; A special fee will be negotiated 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 a basis which precludes supplying Services or allowing the use of the model's image for competing products. A model can supply services to and allow use of the model's image by any competitor unless an exclusion fee is negotiated. It is the clients responsibility to check whether conflicting work has been done.
Fashion Shows; Catwalk bookings give the right to make use of the model's Services on the catwalk for the specified show and the right to allow photographers to be present to take photographs and video's of the show on the basis that all such material (or reproductions etc.) is for reporting purposes only. The client is responsible for ensuring that all photographers present are aware of this condition and abide by it. If any other usage is required that must be negotiated at the time of booking.
Music Videos; All fees will be negotiated individually. Normally there will be a fee for the shoot plus a buyout. If not booking direct the record company will be invoiced as the ultimate client.

8. BUYERS UNDERTAKING

The Buyer undertakes to the Seller that it will at all times maintain in full force and effect adequate insurance against all claims by any person whatsoever for injury to person or property arising out of Services otherwise than as provided by this contract under a valid comprehensive policy of insurance free from restriction or excess and in default of the Buyer so doing, the Seller may insure as aforesaid and recover the cost thereof from the Buyer forthwith.

9. BUYERS OBLIGATION

The Buyer irrevocably undertakes to the Seller that at all times during the provision by the Seller of the Services:-

the Buyer will, at all times, observe and have due regard to all relevant rules and regulations (whether statutory or otherwise) which are from time to time in force and relevant to the performance of the Services including, without prejudice to the foregoing generality, any relevant Health and Safety Policy and Safety and Fire Regulations applicable to the location specified for the performance of the Services.
the Buyer will at all times cause any relevant equipment to be operated properly and by competent individuals only and will not permit such equipment to be used for any purpose beyond it's capacity or in any manner likely to result in injury to any person.

10. USAGE

An additional rate is payable, at such rate as shall be agreed in advance by the Seller and the Buyer, for any other use of the photographs, or reproductions or adaptations thereof, or drawings therefrom, either complete or in part, alone or in conjunction with any wording or other images, photographs, drawings or material of any nature including electronic imaging for all known or anticipated purposes other than the initial permitted use. Unless otherwise agreed in writing the additional fees cover the right to use one image for one year from the date of booking, in the United Kingdom only for the purpose or purposes agreed. Under no circumstances will each usage fee be less than the model's advertising day rate. It is not permitted to use photographs for any purpose whatsoever until all fees have been paid.
Where the Services involve the use of models for television, film or other similar work, the "permitted use" shall be that agreed specifically in writing between the Seller and the Buyer prior to the commencement of the provision of Services. Any such agreement shall also have regard to the rights of ownership of any such work the subject of the provision of Services
The Buyer is not entitled to use test and experimental photographs for commercial purposes unless the Seller has given their consent in writing in advance of such photographic session with there being agreed a rate of payment to the Seller for such authorised use.

11. WARRANTY AND LIMITATION OF LIABILITY

Above and except where the Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms (whether express or implied by statute or otherwise) are hereby expressly excluded and the Seller shall not be liable for any injury, loss or damage whatsoever or howsoever arising and whether direct or indirect or consequential arising from or relating in any way to the Services.
Where the Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
Except insofar as cannot be excluded by law in respect of death or personal injury, but otherwise notwithstanding any other terms or conditions, the Seller shall not under any circumstances be liable to the Buyer for any direct, special, indirect or consequential (whether direct or indirect) loss or damages which arise from the contract which exists between the Seller and the Buyer or from liability implied or arising under the law (including negligence). The term "consequential" includes, but is not limited to, loss of or reduced profit, loss of or reduced production, loss of or reduced materials of production, increased costs of production or loss of contract.
Save as otherwise expressly provided by this contract, the Seller's entire liability (including any liability for the acts or omissions of the Seller's employees, agents or sub-contractors) to the Buyer arising, without prejudice to the foregoing generality, out of this contract, delict, breach of warranty, infringement or otherwise, shall not exceed the amount of the price paid by the Buyer for Services.

12. SUSPENSION

The Seller shall be entitled to suspend or cancel (without prejudice to it's other claims and rights under this contract) provision of the Services under this and/ or any other contract between the parties hereto if any payment of an amount due from the Buyer to the Seller is overdue. For the purpose of this contract time of payment shall be the essence of the contract.

13. CONFIDENTIALITY

Each of the Seller and the Buyer undertakes to the other at all times to keep the terms of this contract strictly confidential.

14. BREACH

If the Buyer:-

makes default in or commits any breach of it's obligations to the Seller hereunder; or
commits an act of bankruptcy, becomes apparently insolvent, makes an arrangement or composition with creditors or (being a company) has had convened a creditors meeting, had a receiver, administrator or liquidator appointed or a resolution has been passed or a petition presented to any court for winding up of the Buyer or any proceedings have commenced relating to the insolvency of the Buyer; or
causes or threatens to cease to trade or if serious doubt arises as to the Buyer's solvency,

then in any such case the Seller shall immediately become entitled (without prejudice to it's other claims and rights under this contract) to suspend further performance of this contract for such time not exceeding six months as it shall in it's absolute discretion think fit or (whether or not notice of such suspension has been given) to treat this contract as wrongfully repudiated by the Buyer and forthwith terminate the contract. The Seller will notify the Buyer of the exercise of it's option to suspend or terminate this contract within reasonable time of it's becoming aware of the fact or default on the Buyer's part giving rise to the Seller's rights under this condition.

15. AGENCY

By it's acceptance of the conditions the Buyer shall be deemed to have accepted that the Seller acts as agent for the model and consequently agrees that:-

it is the models responsibility to ensure that the assignment is fulfilled to the Buyer's satisfaction; and
it is the model's responsibility to be punctual for the assignment.
Back to top

16. CONTRACT

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

17. COMPLAINTS

Any cause for complaint should be reported when it arises. Complaints cannot be considered in retrospect.

18. FORCE MAJEURE

If events beyond the Seller's reasonable control prevent the Seller from performing it's obligations hereunder the Seller may without liability cancel this contract.

19. JURISDICTION

This contract shall be governed by the laws of Scotland and the parties hereto submit themselves to the non-exclusive jurisdiction of the Scottish courts.

Stolen Agency
49-50 GeorgeIV Bridge, Edinburgh, EH1 1EJ, T- 01312266000 F- 01312266600 ©2008StolenAgency
info@stolenagency.com
Site Built by Panoramic-Concepts