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 the Agency and the client. Any amendment and/or variations made to the booking confirmation form by the client shall not be valid and binding unless the Agency has agreed to such amendment and/or variation in advance and confirmed such agreement by signing the booking confirmation form after the amendment and/or variation has been included on the booking confirmation form.
2. Booking Fees
2.1 Permitted use
Booking fees provide an entitlement and right for the client to use one image via a single published medium (unless otherwise agreed in the booking confirmation form) from the date of the booking, in Denmark only, for the duration and purposes specified in the booking confirmation form (“Permitted Use/Usage”).
For the avoidance of doubt, unless specifically negotiated and then agreed in writing with the Agency, the Permitted Use does not include the right for the client to:
2.1.1 Materially change the image in any way (including, for example, changing the clothing and/or superimposing outfits onto the talent’s image);
2.1.2 Make any changes to the image other than the necessary minor touch-ups and minor editing;
2.1.3 Use the image for any future campaigns;
2.1.4 Use or edit the image in a way that would usually require a reshoot or new campaign shoot (including, for example, digitally generating images based on the original image and/or manipulating the image to modify it beyond the scope of what is acceptable to the Agency); and/or
2.1.5 Create or use an avatar (being a computer or artificially generated image, or Digital Twin/Digital Copy/MetaHuman/Deepfake) of the talent, and the Agency does not consent to any of the above. If the client wishes to use the image in any of the above ways or beyond the scope of the Permitted Use, it will not do so without the prior written consent of the Agency, subject to such additional terms and conditions as the Agency may impose (including the payment of additional fees for the same).
If the client breaches the scope of the Permitted Use in any way, it shall indemnify the Agency in full 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 this section 2.1 and / or section 3.1 below and any damage suffered by the Agency and/or any claim brought by the talent against the Agency for any damage suffered by the talent as a result of such circumstances. This includes, but is not limited to, indemnifying the Agency for the fees which would have been payable by the Client for a new booking which covers the new scope of the required permitted use.
Booking fees for the services of talent who are social media influencers provide a right for the client to use the products of the talent’s services together with the talent’s name, image, likeness, voice, performance, social media handles, nicknames, biographical materials, statements, and any portion thereof (collectively “Likeness”) in accordance with terms, purposes and duration specified in the booking confirmation form.
Please note the rights granted in this Section 2.1 are strictly subject to prompt payment in full of all fees owed to the Agency prior to the image’s first use.
Fees are charged in accordance with the rates specified on the booking confirmation form.
2.2 Working hours and Overtime
Fees are charged by the day or by the hour. A ‘day’ is an 8-hour period (including one hour for lunch) between 8am and 6pm (e.g. 8am-5pm or 10am-6pm). An extra hour between 8am and 6pm is charged at the normal rate. The appropriate overtime rate is charged before 8am and after 6pm. Overtime is charged at one-and-a half times the hourly rate. Saturdays are charged at one-and-a half times the hourly rate and Sundays or Bank Holidays are charged at double the hourly rate. Any booking which is over 5 hours will be charged at the day rate as set out in the booking confirmation form.
2.3 Travel
Any time spent by the talent travelling to or from a client’s venue will be charged at half the hourly rate. This applies to any travel outside of a 10 kilometers radius from the models address or the center of either Aarhus or Copenhagen.
2.4 Fitting fees
Any time spent by the talent for fittings is charged at half the applicable talent’s hourly rate.
2.5. Additional expenses
All expenses incurred by the Agency on the clients’ behalf will be charged to the client and will include an uplift of 10% of the total amount of the expenses.
2.6 Location bookings
2.6.1 When a location booking is made, a client must provide safe and appropriate transport for the talent both to the booking location and back again unless agreed otherwise. If the client fails to provide such transport then the Agency shall be entitled to re-charge the cost of the transport procured for the talent in accordance with this section 2.6. If the talent on location is prevented from returning to Denmark to work, half the daily fee will be charged to and payable by the client for each day that the talent is unable to return to Denmark to work.
2.6.2 When a location booking is made, the client will undertake an appropriate and prudent health and safety assessment of the location and shall notify the Agency of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law. The client acknowledges and agrees that at all times the talent’s health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings.
3. Invoicing
3.1 On all invoices payment is required to be made by the client within 20 days of the date of the invoice. In all cases, the person booking the talent is the client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. The Agency reserves the right in its discretion to invoice the ‘ultimate client’, (e.g. designer/ manufacturer/owner of the product in question). For example, this may be done if the client is booking on behalf of the ultimate client, in which case the client and the ultimate client are jointly and severally liable to pay all of the fees and settle the invoice accordingly. All fees for usage are for the right to use the talent’s image and, once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the talent’s image is permitted until the Agency has received payment in full. The Agency reserves the right to alter payment terms if it deems appropriate, prior to booking.
3.2 In the event the client is providing the services on behalf of or to a third party end user, in entering into the Agreement the client is acting in its capacity as the agent of the third party end user and the client shall ensure that the third party end user:
3.2.1 acknowledges that the third party end user may not use the images until payment is received by the Agency and that at all times the third party end user is subject to any restrictions as to use of the images including but not limited to territorial restrictions and restrictions as to media in which the images may be used.
3.3 Any fees received by the client from the third party end user relating to any of the rights or benefits conferred on the client by the Agreement shall be deposited in a designated Agency account by the client (the Third Party End User Fees). The Third Party End User Fees shall be held on trust for the Agency as beneficiary until such time as all outstanding fees owed by the client are paid in accordance with the terms of the Agreement.
4. Exclusivity Fees
Unless otherwise agreed in the booking confirmation form the talent is supplied to the client by the Agency on a non-exclusive basis and the talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the client. An additional fee will need to be agreed when the use of the talent’s image or the service to be supplied by the talent in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the talent’s image for competing and/or particular sector of products or within a particular territory. The talent can supply services to and allow use of the talent’s image by any competitor unless such an exclusivity fee is negotiated and paid by the client. It is the client’s responsibility to carry out any research, check and determine for itself whether the talent supplied has undertaken or is booked to undertake any conflicting work.
5. 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.
6. Cancellations and Termination
6.1 Cancellation of booking by the Client
6.1.1 Within 7 days of the booking call time the full booking fee will be charged and payable by the client unless the same talent is re-booked and re-confirmed on a date no later than 14 days after cancelled booking call time, in which case half the booking fee will be charged and payable by the client.
6.1.2 Outside 7 days of the booking call time, but within 30 days of the booking call time of the booking date, 50% of the booking fee will be charged and payable by the client.
6.1.3 Within 45 days of the booking call time of the booking date, 25% of the booking fee will be charged and payable by the client.
Outside 45 days of the booking date call time, cancellations will be free of charge.
6.1.4 The full booking fee will be charged and payable by the client for bookings of more than three days duration: within a period equal to or less than the length of the booking, then Saturdays, Sundays and bank and public holidays are excluded for the purpose of determining the cancellation notice period.
6.2 Cancellation of booking by the Agency
6.2.1 Should the Agency 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.
6.2.2 In any event the Agency shall be entitled to cancel a booking at any time and for any reason prior to the booking date without liability to the client and the client will procure the necessary insurance cover with a reputable insurance provider to protect against such cancellation and any associated liability and the Agency shall not be liable to the client for any costs incurred as a result of such cancellation.
6.3 The client acknowledges, accepts and agrees the talent is independent and self-employed and is not a worker. The talent has a right to control entirely the manner in which they perform each booking which may involve the talent requiring a substitute who attends and/or performs the booking. The client acknowledges the need to procure appropriate insurance, including as set out at section 19, in this regard.
6.4 This Agreement shall immediately and automatically terminate on completion by the talent of the services specified in the Booking Confirmation Form and the use of any ongoing rights (if any) granted strictly in accordance with the Agreement terms, unless terminated earlier by the Agency in accordance with section 5 below.
6.5 The Agency may terminate this Agreement immediately on written notice to the client without liability to the Agency, and the client will procure the necessary insurance cover with a reputable insurance provider to protect against such termination and any associated liability and the Agency shall not be liable to the client for any costs incurred as a result of such termination, in the following circumstances:
6.5.1 there are sums owing to the Agency by the client under this Agreement and such sums are not paid by the client within 14 days of the due date for payment;
6.5.2 the client commits any other material breach of any of its obligations under this Agreement.
6.5.3 any meeting of creditors of the client is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the client (other than for the purpose of a bona fide reconstruction or amalgamation);
6.5.4 a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of the client;
6.5.5 the client ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
6.5.6 a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the client; and/or
6.5.7 any event analogous to any of the foregoing occurs in any jurisdiction.
7. Weather Related Cancellations
Cancellations within two working days of confirmed bookings will be charged with a full fee.
Cancellations done at least three working days prior of confirmed bookings, due to weather conditions will not be charged if the job is fully rebooked with the same talent within 1 month.
On the first occasion of cancellation due to weather related conditions half the booking fee is charged and payable by the client unless the client fails to cancel in time to prevent the talent’s attendance in which case the full booking fee is charged and payable by the client. On the occasion of the second cancellation due to weather conditions and any subsequent cancellations the full booking fee is charged and payable by the client.
8. Meals
Clients are responsible for the provision of all nutritious meals and beverage requirements of all talent (taking into account dietary requirements) whilst the talent is providing services to the client on all bookings.
9. Talent Care and Safety
9.1 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.
9.2 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.
9.3 The client shall be solely responsible for ensuring the talent is treated with respect and professionalism, and that all necessary steps are taken to ensure the safety, health and wellbeing of the talent is protected, at all times by the client and/or any third parties engaged by the client in relation to the delivery of the services. Such steps shall include without limitation:
9.3.1 ensuring that the venue for the provision of the services and the working conditions are entirely safe and secure and maintained at a suitable temperature and allow the talent to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws;
9.3.2 allowing the talent to take suitable and regular rest periods, to ensure the talent is able to maintain suitable amounts of rest and refreshment whilst delivering the services;
9.3.3 ensuring that all of the third parties engaged by the client in relation to the delivery of the services are suitably qualified, experienced and professional and treat the talent in a professional and respectful manner;
9.3.4 ensuring that no one imposes upon the talent any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or demeaning to the talent;
9.3.5 ensuring that the services are delivered and the talent is treated in accordance with The British Fashion Model Agents Association Code of Conduct and/or any other codes of practice or guidance issued by the Agency and/or the British Fashion Council from time to time;
9.3.6 providing the talent with an appropriate changing and dressing area to ensure that the talent can prepare for the provision of the services and also maintains his/her/their privacy; and
9.3.7 always include a credit in the form of “talent’s name” @ “Storm”, wherever a credit is applied.
9.4 For the avoidance of doubt and notwithstanding the remainder of this Agreement, nothing in this Agreement provides permission to the client or the talent’s consent to its personal data and personally identifiable information being used (unless agreed otherwise in writing with the Agency).
9.5 The provisions of this section 11 shall, as applicable, survive expiry or termination of this Agreement.
10. Morality and Non-Degradation
10.1 The client shall ensure any brand(s) for which it requires the talent to perform any services shall not create any association nor undertake any action which does or which has the potential to bring the Agency and/or the talent into disrepute, nor cause any damage to and/or degrade the reputation and/or goodwill associated with the Agency and/or the talent, by reason of that brand or activities associated with the brand prior to or during the term of this Agreement:
10.1.1 engaging in or being associated with any immoral, illegal, inappropriate, demeaning, discriminatory or degrading behaviour; and/or
10.1.2 being brought into disrepute for any reason whatsoever; and/or
10.1.3 receiving negative coverage in the press, on social media or any other media for whatever reason.
10.2 If the Agency and/or talent consider the client’s behaviour breaches the provisions of section 12.1, the Agency shall have the right to terminate this Agreement in accordance with section 8.5.2.
11. Warranties
11.1 The client warrants and represents to the Agency that:
11.1.1 it has full capacity to enter into the Agreement and perform its obligations under the Agreement;
11.1.2 the booking form is executed by a duly authorised representative of the client;
11.1.3 it will take all steps necessary to ensure that the talent is protected and treated in accordance with all applicable laws, good industry practice and section 11 above;
11.1.4 it has all necessary permits, licences and consents to enter into and to perform its obligations under the Agreement and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and
11.1.5 it will promptly disclose to the Agency in writing all necessary information (including without limitation the location and length of the shoot and requirements for any foreign travel) and details relating to the provision of the services to enable the Agency to ensure that the talent is suitably prepared and able to perform the services.
12. Indemnity
12.1 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:
12.1.1 any breach by the client of the Agreement, including but not limited to, any breach by the client of section 6, 8, 11 and 12 of these terms and conditions;
12.1.2 any breaches of section 11.3 by any third parties engaged by the client;
12.1.3 any damage suffered by the Agency and/or any claim brought by the talent against the agency for any damage suffered by the talent as a result of the circumstances specified in clause 12.1;
12.1.4 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
12.1.5 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.
13. Fashion Shows
Catwalk bookings provide the client with the right to make use of the talent’s services on the catwalk for the specified show in accordance the Agreement, and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material (or reproductions etc. as set out in section 3.1 is exploited for reporting purposes only. The client is responsible for ensuring that all photographers present are aware of and comply with this condition and the client will procure that they abide by these conditions. If any other usage is required (included, but not limited to, look books, e-commerce and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with the Agency at the time of the booking.
14. 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 the Agency as the ultimate client (see section 5).
15. Test and Experimental Photography
When the Agency agrees to allow a photographer to take test or experimental photography the photographer is not entitled to use, or allow others to use, test and/or experimental photographs or test commercials for commercial purposes unless specific arrangements have been made and agreed in writing before the photographic session.
16. Intellectual Property Rights
16.1 The photographer and/or the client and anyone obtaining rights from or through the photographer/client is not entitled to use any images for any usage beyond the Permitted Use, or any another usage agreed or permitted in accordance with under sections 2.1, 3, 15, 16 and 17. The client will procure that the photographer/client agrees to restrict the use and exploitation of the copyright content of the photograph or any other intellectual property rights. If the client is not the photographer, the client shall draw the terms of the Agreement to the attention of the photographer and procure his agreement to such terms before the shoot commences.
16.2 All rights not expressly granted to the client under the Agreement are hereby fully reserved to the Agency and/or the talent as appropriate. In particular, the client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the talent and the Agency and the client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the talent or the Agency other than the rights specifically granted to the client under the Agreement.
16.3 For the avoidance of doubt, notwithstanding anything in the Agreement, including but not limited to any grant of exclusivity over the use of the images, the client acknowledges and agrees that the Agency and the talent may use the images (or reproductions etc. as set out in section 3.2 above) resulting from any booking in any form whatsoever for the following purposes:
16.3.1 in order for the talent and the Agency to promote the talent and in the search of future booking opportunities for the talent; and
16.3.2 for internal and promotional purposes.
Subject to the remainder of section 17, the talent and the Agency acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the Agreement.
17. Liability and Insurance
17.1 No party excludes or limits its liability under the Agreement for:
17.1.1 death or personal injury caused by its negligence;
17.1.2 fraudulent misrepresentation; or
17.1.3 any other type of liability which cannot by law be excluded or limited.
17.2 Subject to section 19.1, the Agency limits its liability under the Agreement, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, so that the maximum liability of the Agency for all claims under the Agreement shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to the Agency;
17.2.1 the Agency shall not be liable for:
(a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;
(b) product recall costs;
(c) failure by the talent to attend a booking for whatever reason;
(d) a decision by the talent to require a substitute who attends and/or performs the booking;
(e) damage to the client’s reputation; or
(f) consequential, special or indirect loss or damage;
even if the Agency has been advised of the possibility of such loss or damage
17.3 The client shall effect and maintain (and shall require its ultimate client, if any, to maintain), throughout the continuance of the Agreement, insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the client that may arise under the Agreement and any insurance cover it is required to place in accordance with applicable law. Such insurance policies shall include without limitation:
17.3.1 cancellation insurance to protect against the potential liabilities which the Agency and the client may incur as a consequence of the provisions of sections 8 and 9;
17.3.2 employee liability insurance, as required by the Employer’s Liability (Compensation Insurance) Act 1969 and otherwise, which covers all talent delivering the services to the client under the client’s direction and control as if the talent was an employee of the client, in an amount sufficient to cover the health and safety and future earnings of such talent;
17.3.3 public liability insurance to a level of not less than £10,000,000; and
17.3.4 travel insurance to cover the activities of the talent whilst travelling to and from the location of the services.
18. Contract and Authority
All matters relating to the use of the talent’s image and commercial modelling rights, any other services supplied by the talent and all fees must be negotiated and agreed only with the Agency. The client shall not attempt to negotiate, nor allow others to negotiate, with the talent directly. If the client or the photographer or any other person on their behalf or connected with them obtains the talent’s signature on any document or the talent’s purported verbal agreement to anything outside of the scope of the Agreement, such signature or verbal agreement shall not constitute a variation of the Agreement and is not binding on the talent or the Agency unless and until it is agreed in writing by the Agency (such agreement to be determined in the Agency’s absolute discretion).
19. Complaints and Disclaimer
Any cause for complaint must be reported to the Agency by the client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst the Agency will use reasonable endeavours to ensure that the talent provides a satisfactory and efficient services to clients, as the agent, the talent is self-employed and the Agency cannot be held responsible for a talent’s conduct or behaviour whilst delivering the services and in this regard the Agency shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of the talent.