Term & Condition

TERMS AND CONDITIONS OF BUSINESS OF Vision Models LTD

1 DEFINITIONS

The following expressions shall have the following meanings:

1.1 “Agent” means Vision Models

1.2 “Model” means person who is seeking an Assignment and accepts the Agent’s Offer of Representation;

1.3 “Client” means any third party, individual, partnership, company or other organisation or entity which contracts with the Agent with a view to procuring the services of the Model in respect of an Assignment;

1.4 “Assignment” means any services requested by a Client in connection with any form of advertising, entertainment, leisure, marketing or public relations activities that it is proposed that the Model undertakes;

1.5 “Offer of Representation” means an offer made to a Model by the Agent to represent the Model for the Term subject at all times to the Terms and Conditions below with a view to securing Assignments with Clients;

1.6 “Term” means the duration of Representation as accepted by the Model as agreed between the Model and the Agent;

1.7 “Representation” means the representation provided by the Agent to the Model upon acceptance of the Offer of Representation and these Terms and Conditions;

1.8 “Terms and Conditions” means the terms and conditions as set out in this document and any subsequent terms and conditions agreed in writing by the Agent;

1.9 “Fees” means the sums due to the Model from a Client in respect of an Assignment;

1.10 “Agreement” means the contract between the Agent and the Model for agency services incorporating these Terms and Conditions;

1.11 “Model’s Image” includes any 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 material of any other nature including electronic imaging for all known or anticipated purposes;

1.12 “Regulations” means The Conduct of Employment Agencies and Employment Businesses Regulations 2003.

2 GENERAL

2.1 These Terms and Conditions shall apply to the Agreement for Representation and shall supersede any other documentation or communication between parties.

2.2 Any variation to these Terms and Conditions must be agreed in writing by the Agent.

2.3 These Terms and Conditions shall be attached to any Offer of Representation and signed and returned to the Agent by the Model.

2.4 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agent may be entitled, by virtue of any statute, law or regulation.

2.5 Nothing in these Terms and Conditions shall be construed as constituting a partnership or joint venture between the parties.

2.6 The Agent is acting in the capacity of an employment agency.

3 OFFER OF REPRESENTATION

3.1 The Offer of Representation is attached to these Terms and Conditions.

3.2 The Offer of Representation shall remain valid for acceptance.

3.3 The Offer of Representation must be accepted by the Model in its entirety.

4 APPOINTMENT AS AGENT

4.1 The Agent shall operate at all times as an employment agency in accordance with the Employment company.

4.2 The Agent will, subject to the Model’s acceptance of its Offer of Representation and these Terms and Conditions, act as the Model’s agent and provide Representation to negotiate and conclude agreements with Clients in respect of Assignments.

4.3 The Model does not appoint the Agent as sole and exclusive agent and is permitted to contract, negotiate or register with other agents.

4.4 The Model grants the Agent sole authority on behalf of the Model to collect and receive all gross income arising out of any Assignment undertaken by the Model during the Term and also after the expiry of the Term to the extent that such gross income arises out of any Assignments negotiated by the Agent during the Term.

7 AGENT OBLIGATIONS

7.1 The Agent shall use all reasonable endeavours to secure suitable Assignments for the Model.

7.2 The Agent shall provide the Representation with skill, care and in accordance with the recognised codes of practice and statutory obligations.

7.3 The Agent shall take all reasonable steps to ensure Clients and other workers involved in Assignments are professional and courteous but cannot be held responsible for the conduct of any third parties.

7.4 The Agent confirms that the only type of work it will find or seek to find the Model will be an Assignment.

7.5 The Agent’s authority to act on the Model’s behalf extends only to the Agent’s attempts to procure Assignments for the Model and to represent the Model in order to achieve the same, but the Agent has no authority to enter into Assignments with Clients on the Model’s behalf without the Model first having confirmed to the Agent his/her agreement to so enter (in which case the Model has granted the Agent authority to enter into a contract with the Client on his/her behalf), and the Agent has no authority to enter into any other contracts with Clients or third parties on behalf of the Model.

7.6 The agent will contact the Model and offer a contractual assignment as a conditional verbal description. Upon accepting, the Model is liable to fulfill this contrac in full. The Agent will supply to the “Best of Knowledge” assignment details of the said contract via email and/or post. Details such as Time, Location, Date, Restrictions, Wardrobe, Working hours, Model Fee, Usage fee information.Each contract cannot be applied to any other offers past or present.

8 TERMINATION

8.1 The Agreement shall continue until the agency services have been provided in terms of the Offer of Representation or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.

8.2 The Agent shall be entitled to terminate the Representation of the Model for any reason at any point during the Term by giving 30 Days notice in writing.

8.3 The Model shall be entitled to terminate the Representation at any point during the Term by giving notice in writing save for the condition that the Model shall be required to complete any Assignment agreed prior to notification of termination.

8.4 The Model may terminate the Agreement if the Agent fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 52 weeks after notification of non-compliance is given.

8.5 Either party may terminate the Agreement by notice in writing to the other if:

8.5.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

8.5.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or

8.5.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

8.5.4 the other party ceases to carry on its business or substantially the whole of its business; or

8.5.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

8.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.

9 WARRANTY

Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.

10 LIMITATION OF LIABILITY

Nothing in these Terms and Conditions shall exclude or limit the liability of the Agent for death or personal injury, however the Agent shall not be liable for any direct loss or damage suffered by the Model or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Agent in the insurance year in which the Model’s claim is first notified.

11 INDEMNITY

The Model undertakes to indemnify and keep fully indemnified the Agent at all times from and against any actions, proceedings, claims, demands, costs (to include without prejudicing the generality of this clause, the legal costs of the Agent), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by the Model of any of the Model’s obligations, undertakings or warranties as set out within these Terms and Conditions.

12 GRIEVANCES

12.1 The cient has the right to contact the Agent with details of any grievances that they feel applicable to that model(s) on that assignment. The client in their discretion may reduce the payment of the models fee.

12.2 The Agent at their discretion, can instigate legal proceedings ( court summons, solicitors letters etc) against a none paying client for any assignment. The incurred legal fees will be deducted from any resulting payment on a proportional basis by both model(s) and the Agent for that assignment. The proportion liable will be calculated in respect of the relative model fee and the the Agent’s agency fee for that invoiced assignment. For example if the model fee is 8% and the Agent agency is 25% of the total invoice, the proportion of the legal fees incurred is charged at 80% to the model and 20% to the Agent.

13 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

14 ASSIGNMENT

The Model shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Agent.

15 THIRD PARTY RIGHTS

Nothing in these Terms and Conditions intend to or confer any rights on a third party.

16 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

17 WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

18 NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Offer of Representation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

19 REPRODUCTION RIGHTS

All images and details reproduced in association with the Agent are supplied by the individual model and/or their associates and with the full permission and consent of the individual model/associates. The Agent cannot be held responsible for any loss howsoever caused by the model misrepresenting themselves in any way. The model/associates is solely responsible for obtaining all the necessary copyright permits to reproduce their images in association with The Agent. The Agent cannot be held responsible whatsoever for any copyright infringements however caused or associated. All images and details reproduced are taken in good faith from the models/associates by The Agent.

20 NON-DISCLOSURE OF TRADE SECRETS The model will not at any time, whether during the currency of this agreement or at any time after the termination thereof, divulge any information to any person, organisation or other Agency.

21 ENTIRE AGREEMENT

These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.

22 GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the law of England and Scotland and the parties hereby submit to the exclusive jurisdiction of the English and Scottish courts.