Terms and conditions for booking models
Issued by Models1 Limited registration number 03678510 whose registered address is at 12
Macklin Street, London WC2B 5SZ (the “Agency”)
1.
Agreement
1.1 These terms are to be read with the Booking Confirmation, containing the specific
details of the booking. The “Booking Confirmation” includes any written form
(signed or otherwise accepted by the parties), email or instant messaging
communications.
1.2 The Booking Confirmation, together with these terms and conditions, shall form the
entire agreement between the client named on the Booking Confirmation (the
“Client”) and the Agency relating to each booking (together, the “Agreement”). No
terms set out in or referred to in any purchase order, confirmation or other document
sent by the Client will apply to this agreement unless such terms are expressly
accepted in writing by the Agency.
1.3 Proceeding with the booking set out in the Booking Confirmation will be deemed to
be an acceptance by the Client of the terms of the Agreement which shall apply to,
bind the parties and govern the booking between the Agency and the Client.
1.4 Any amendment and/or variations made to the Booking Confirmation by the Client
shall not be valid and binding unless the Agency has expressly agreed in writing to
such amendment and/or variation in advance.
1.5 In the event of any inconsistency or contradiction between these terms and conditions
and the Booking Confirmation, these terms and conditions shall prevail and bind the
parties.
2.
Collection and use of images
2.1 Client’s right to collect images
2.1.1 The booking permits the Client to capture two-dimensional images of the
individual model identified in the Booking Confirmation (the “Talent”) during
the period set out in the Booking Confirmation, to retain the images as set
out in these terms and to use images within the confines of the Permitted
Use set out in section 2.3.
2.1.2 Unless set out in the Booking Confirmation, the Client’s right is to collect two
dimensional (2D) still images only, and the Client is not authorised to collect
three dimensional (3D) images or moving images of any part of the Talent.
If 3D or moving images are permitted in the Booking Confirmation, then
these terms will apply to such images.
2.2 Fee payment
Any permission or consent which is given under the terms of the Agreement to the
use of any image is conditional on payment in full of all fees owed to the Agency
under the Booking Confirmation on or before the due date for payment. If payment
is not made by the due date, the Agency may, in its discretion (and without prejudice
to its other rights and remedies), withdraw any such permission or consent, and the
Client must ensure no further use of the image(s) are made until the Agency confirms
its consent following full payment.
2.3 Permitted use
Subject to section 2.2, the Client may use the images in the medium set out in the
Booking Confirmation from the date of the booking, within the territory set out in the
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Booking Confirmation, and for the duration and purposes specified in the Booking
Confirmation. Unless expressly set out in the Booking Confirmation, the Client does
not have right to:
2.3.1 materially change the image in any way (including, for example, changing
the clothing and / or superimposing outfits onto the Talent’s image);
2.3.2 make any changes to the image other than minor retouching and minor
editing;
2.3.3 use the image for any campaigns not set out in the Booking Confirmation;
2.3.4 use the image on product packaging, point of sale or posters;
2.3.5 use or edit the image in a way that would otherwise require a reshoot or new
campaign shoot (including, 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);
2.3.6 use the image in a way that is, or likely to be, directly or indirectly defamatory,
discriminatory, scandalous, pornographic, derogatory, or a cause of ridicule
or embarrassment to the Talent;
2.3.7 use a drawing or facsimile of the image;
2.3.8 use the image (or any part of it) in order to program or teach a software tool
to generate a new image; and/or
2.3.9 create or use an avatar (being a computer or artificially generated image) of
the Talent;
(Use permitted under this section 2.3 being referred to as “Permitted Use”)
2.4 Permitted Third Party Use
Subject to section 2.2, the Client may permit a third party to use an image (“Permitted
Third Party Use”) only where the following conditions are satisfied:
2.4.1 the third party remains subject to the control and direction of the Client in the
manner in which the image is used;
2.4.2 the use of the image is within the confines of the Client’s Permitted Use; and
2.4.3 the Client remains responsible and liable for all use of the image by the third
party which is outside the scope of the Permitted Use and/or which does not
comply with these terms.
Except as set out in section 2.4, the Client must not license or transfer the image to
a third party for use or allow a third party to use the image in any way;
2.5 Agency consent
If the Client wishes to amend the scope of its use of image(s) beyond that set out in
the Booking Confirmation, or to use an image beyond the scope of the Permitted Use
or Permitted Third Party Use, it will not do so without the prior written consent of the
Agent, which may (in the Agent’s discretion) be subject to such additional terms and
conditions as the Agency may impose (including the payment of additional fees for
the same).
2.6 New Technologies
It is strictly prohibited to use any model likeness, image, and/or characteristics for
any artificial intelligence (including without limitation for or in connection with the
training; development; or operation of large language models or other generative AI
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models, tools or systems) machine learning, deepfake, NFT, blockchain-enabled
digital assets, Web3, metaverse, immersive environments, virtual, augmented or
extended reality purposes. Express written consent must be obtained for any such
use.
2.7 Breach of this section
If the Client breaches or permits the breach of the scope of the Permitted Use or
Permitted Third Party Use in any way, then (without prejudice to any other rights or
remedies of the Agent or the Talent) 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
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.
2.8 Limitation of scope
Please note the permissions granted in this section are those controlled by the
Agency and/or Talent only, and rights granted to the Client are subject to any
copyright or other rights that may be owned by the photographer.
3.
Fees – general provisions
3.1 Working hours and Overtime
Fees are charged by the day or by the hour. A ‘day’ is a 9-hour period (including one
hour for lunch) between 9am and 6pm. The appropriate overtime rate is charged
before 9am 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.
3.2 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 the London Underground
network.
3.3 Fitting fees
Any time spent by the Talent for fittings is charged at half the applicable Talent’s
hourly rate.
3.4 Additional expenses
All expenses incurred by the Agency on the Clients’ behalf will be charged to the
Client and will include an uplift of 12.5% of the total amount of the expenses.
3.5 Location bookings
3.5.1 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 3.5. If the Talent on location is prevented from returning to London to work,
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half the daily fee will be charged to and payable by the Client for each day that the
Talent is unable to return to London to work.
3.5.2 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.
4.
Additional fees
All additional fees are to be agreed at the time of the booking or before any additional
usage in accordance with section 4.1.
4.1 Additional usage
If consent is granted under section 2.5, the Agency may make such consent
conditional upon payment of additional fees
Unless otherwise agreed and set out in the Booking Confirmation, the additional fees
cover the right to use the images by the Client for the Permitted Use. Under no
circumstances will each additional usage fee be less than the Talent’s advertised day
rate as determined by the Agency unless determined otherwise by the Agency in its
absolute discretion.
4.2 Other services
Additional fees are also payable for other services to be supplied by the Talent, either
as part of a booking or as requested by a Client on a shoot, for example, personal
appearances for PR purposes and posting images on the Talent’s own social
accounts and media feeds. Fees for such services will be negotiated on a case by
case basis between the Client and the Agency. The Client shall only be permitted to
shoot behind the scenes footage on the basis of an agreement in writing in advance
and a payment of an additional fee agreed pursuant to this section 4.2 and subject to
compliance with section 13.1.
4.3 All modifications, extensions and renewal of bookings shall be at the sole discretion
of the Agency.
5.
Agency fees
5.1 All bookings
Both the Agency fees and Talent disbursement will be invoiced by the Agency. Unless
otherwise agreed at the time of booking the Talent disbursement is 62.5% and the
Agency fee is 37.5% of the invoice total.
5.2 Value added tax (VAT)
All sums payable under the Agreement are exclusive of VAT and any other similar or
equivalent taxes or duties which shall be payable in full without set off by the Client.
6.
Invoicing
6.1 On all invoices payment is required to be made by the Client within 30 days of the
date of the invoice. In all cases, the person booking the 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
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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.
6.2 If the Client fails to pay in full on the due date any amount which is payable to the
Agency, without prejudice to any other right or remedy of the Agency, the amount
outstanding shall bear interest both before and after any judgment at five per cent per
annum over Barclays Bank plc base rate from time to time from the due date until up
to and including the date that payment is made in full and such interest shall be
compounded and accrued on a daily basis.
7.
Client acting as service provider
7.1 In the event the Client is providing 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
7.1.1 identify the third party end user to the Agent; and
7.1.2 ensure that the third party end user:
(a) enters into an agreement with the Client on the same terms as the Agreement;
(b) acknowledges its obligations to the Agency including but not limited to the
obligation to pay the Agency within 30 days of the date of any invoice received
from the Agency;
(c) acknowledges that the third party end user may not use the images until
payment is received by the Agency; and
(d) acknowledges that at all times the third party end user is subject to the
restrictions set out in the Booking Confirmation and this agreement regarding
the scope of use of image(s) permitted.
7.2 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.
8.
Exclusivity fees
Unless otherwise agreed in the Booking Confirmation 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.
9.
Provisional bookings
Provisional bookings will be automatically cancelled if they are not confirmed by the Client
within 24 hours of the proposed booking.
10.
Cancellations and Termination
10.1 Cancellation of booking by the client
10.1.1 Within 24 hours of the booking call time the full booking fee will be charged and
payable by the Client unless the same Talent is booked within 24 hours of the
cancellation in which case half the booking fee will be charged and payable by the
Client.
10.1.2 Outside 24 hours of the booking call time but within 48 hours of the booking call time
of the booking date then half the booking fee will be charged and payable by the
Client.
10.1.3 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.
10.2 Cancellation of booking by the Agency
10.2.1 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.
10.2.2 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.
10.3 The Client acknowledges, accepts and agrees the Talent is independent and selfemployed 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 21, in this
regard.
10.4 This Agreement shall immediately and automatically terminate on completion by the
Talent of the services specified in the Booking Confirmation 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 10.5 below.
10.5 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:
10.5.1 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;
10.5.2 the Client commits any other material breach of any of its obligations under this
Agreement;
10.5.3 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);
10.5.4 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;
10.5.5 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;
10.5.6 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
10.5.7 any event analogous to any of the foregoing occurs in any jurisdiction.
11.
Weather Related Cancellations
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.
12.
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.
13.
Talent Care and Safety
13.1 Nude, semi-nude, see-through, bathing suit or lingerie photography require the
express prior written approval of the Agency.
13.2 Subject to the restrictions in sections 4.2 and 13.1, behind-the-scenes filming is
permitted on condition that the Talent is hair-and-make-up ready.
13.3 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:
13.3.1 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;
13.3.2 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;
13.3.3 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;
13.3.4 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;
13.3.5 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;
13.3.6 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
13.3.7 always include a credit in the form of “talent’s name” @ “the Agency”, wherever a credit is applied.
13.4 The provisions of this section 13 shall, as applicable, survive expiry or termination of
this Agreement.
14.
Morality and Non Degradation
14.1 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:
14.1.1 engaging in or being associated with any immoral, illegal, inappropriate, demeaning, discriminatory or degrading behaviour; and/or
14.1.2 being brought into disrepute for any reason whatsoever; and/or
14.1.3 receiving negative coverage in the press, on social media or any other media for whatever reason.
14.2 If the Agency and/or Talent consider the Client’s behaviour breaches the provisions
of section 14.1, the Agency shall have the right to terminate this Agreement in
accordance with section 10.5.2.
15.
Warranties
15.1 The client warrants and represents to the Agency that:
15.1.1 it has full capacity to enter into the Agreement and perform its obligations under the Agreement;
15.1.2 the booking form is executed by a duly authorised representative of the client;
15.1.3 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;
15.1.4 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
15.1.5 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.
16.
Indemnity
16.1 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:
16.1.1 any breach by the Client of the Agreement, including but not limited to, any breach
by the Client of section 8, 10,13 and 14 of these terms and conditions;
16.1.2 any breaches of section 13.3 by any third parties engaged by the Client;
16.1.3 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 section 14.1;
16.1.4 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
16.1.5 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.
17.
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 4.1) 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.
18.
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 6).
19.
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.
20.
Intellectual Property Rights
20.1 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, 4, 17, 18 and 19. The Client will procure that the photographer/Client
agrees to restrict the use and exploitation of the copyright content of the photograph
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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.
20.2 All rights not expressly granted to the Client under the Agreement are hereby fully
reserved to the Agency and/or the Talent as appropriate, including (without limitation)
any rights of personality of the Talent or image rights exercisable by the Talent. In
particular, the Client acknowledges and agrees that no right or licence is given or
transferred in any commercial rights or intellectual property rights relating to the
Talent. 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.
20.3 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 4.1) resulting from any booking in any form
whatsoever for the following purposes:
20.3.1 in order for the Talent and the Agency to promote the Talent and in the search of
future booking opportunities for the Talent; and
20.3.2 for internal and promotional purposes
20.4 Subject to the remainder of section 20, the Talent and the Agency acknowledge and
agree not to exploit the images for commercial purposes, other than as set out in the
Agreement.
21.
Liability and Insurance
21.1 No party excludes or limits its liability under the Agreement for:
21.1.1 death or personal injury caused by its negligence.
21.1.2 fraudulent misrepresentation; or
21.1.3 any other type of liability which cannot by law be excluded or limited.
21.2 Subject to section 21.1, 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;
21.2.1 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;
(g) even if the Agency has been advised of the possibility of such loss or damage
21.3 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
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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:
21.3.1 cancellation insurance to protect against the potential liabilities which the Agency and
the Client may incur as a consequence of the provisions of sections 10 and 11;
21.3.2 public liability insurance to a level of not less than £10 million and
22.
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).
23.
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 selfemployed 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.
24.
Force Majeure
The Agency shall not be liable to the Client for any delay in performing or failure to perform
any of its obligations under the Agreement which is due to any cause beyond its control and
which is unknown to, and cannot reasonably be anticipated by the Agency including without
limitation fire, flood or catastrophe, acts of God, insurrection, workforce action, war or riots,
(an “event of force majeure”) and the Agency’s obligations under the Agreement shall be
suspended for so long as the Event of Force Majeure continues and to the extent that it is so
delayed.
25.
Data Protection
The terms of the Agency’s privacy policy or processing notice (as applicable) will
apply in relation to personal data processed by the Agent, and nothing in this
agreement will be affected by such policy or notice.
23.1 In this section the following definitions apply:
a) the terms "data controller", "data processor", "data subject", "processing"
“personal data” and “special category data” bear the respective meanings
given to them in the Data Protection Act 2018 (the “Act”) and the UK General
Data Protection Regulation (as defined in the Data Protection, Privacy and
Electronic Communications Privacy and Electronic Communications
(Amendments etc) (EU Exit) Regulations SI 2019/419) (the “GDPR”) (the Act
and GDPR being together referred to as the “Data Protection Legislation”),
(b) “Talent Personal Data” means any personal data (including special category
data) relating to the Talent.
(c) “Talent Image Data” means Talent Personal Data in the form of images of the
Talent or any part of the Talent which is collected by the Client in the course of
the booking as a result of this Agreement.
25.2 Each party shall comply with all applicable data protection and privacy laws and
regulations, including, without limitation, the provisions of the applicable Data
Protection Legislation and not by any act or omission put the other party in breach of
them in connection with the Agreement.
25.3 The Client:
(a) acknowledges that its activities under this agreement will result in it processing
personal data (and potentially special category data) relating to the Talent,
including images of the Talent; and
(b) confirms that it will be the data controller of the Talent Personal Data which it
processes in the course of the performance of this agreement.
25.4 The Agency confirms, on behalf of the Talent, that the Talent consents to the following
processing by the Client (or a third party permitted in accordance with section 2.4):
(a) the crediting of the Talent in accordance with section 13.3.7;
(b) the collection of Talent Image Data in accordance with section 2.1.
(c) the processing of Talent Image Data in accordance with section 2.3
(d) the other processing of Talent Personal Data excluding Talent Image Data, to
the extent necessary for the performance of this agreement, including the
arrangement of any appointments for image capture of the kind permitted in the
Booking Confirmation.
25.5 Other than as set out in section 25.4, the Talent expressly withholds their consent to:
(a) any other processing of Talent Personal Data by or on behalf of the Client or
any person acting under its consent or licence; and
(b) any processing of Talent Personal Data by any other person.
25.6 The Client acknowledges that the Talent has significant personal interest in
controlling the use, manipulation and dissemination of Talent Image Data outside the
Permitted Purpose, and also acknowledges and represents to the Talent that it has
and will have no legitimate interest which would outweigh those interests of the Talent
in order to permit such use.
25.7 The Client will ensure it has implemented appropriate and effective technical and
organisational measures to protect all Talent Personal Data against unauthorised or
unlawful processing and accidental loss or damage, and that any third party to whom
it supplies Talent Personal Data, or which is authorised to process Talent Personal
Data, has also implemented such measures;
25.8 The Client shall indemnify the Agency against all liabilities, costs, expenses,
damages and losses (including any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal and other reasonable
professional costs and expenses) suffered or incurred by the Agency arising out of
or in connection with any breach by the Client of any of its obligations under this
section 25.
26.
Interpretation of agreement
26.1 For the purpose of the relationship between the Client and the Agency the Client
acknowledges, accepts and agrees that the Agency is the supplier of services which
shall be strictly and exclusively governed by the Agreement. The terms of the
Agreement apply to every offer, quotation, acceptance, purchase order, confirmation
order, specification and/or contract for the sale and supply of services or goods
(including services ancillary thereto) by the Agency and supersede any other terms
of the Client and take precedence over and override and exclude any other terms
stipulated or incorporated or referred to by the Client whether in the Booking
Confirmation or in any negotiations and any course of dealing established between
the Agency and the Client. The Client acknowledges that there are no
representations, statements or promises made or given by or on behalf of the Agency
outside the Agreement which have induced the Client to enter into these terms and
conditions (which expression shall include any contract of which the Agreement forms
part).
26.2 For the purpose of the Agreement the words “agreed”, subject to section 1, means
agreed in writing in the Booking Confirmation.
27.
General
27.1 If any of the terms, conditions or provisions of the Agreement are determined by any
competent authority to be invalid, unlawful or unenforceable to any extent, such term,
condition or provision will to that extent, be severed from the remaining terms,
conditions and provisions which will continue to be valid to the fullest extent permitted
by law.
27.2 Any termination of all or part of the Agreement shall not affect the coming into force
or the continuance in force of any provision of the Agreement which is expressly or
by implication intended to come into force or continue in force on or after such
termination
27.3 Except as otherwise expressly provided in the Agreement, all representations,
warranties, undertakings, agreements, covenants, indemnities and obligations made
or given or entered into by the Client and the ultimate client under the Agreement are
assumed by them jointly and severally.
27.4 Nothing in the Agreement shall render any party a partner or agent of the other.
Except as expressly permitted by the Agreement, nothing shall allow a party to
purport to undertake any obligation on behalf of the other nor expose the other party
to any liability nor pledge or purport to pledge the other’s credit.
27.5 No failure to exercise and no delay in exercising on the part of either party of any
right, power or privileged under the Agreement shall operate as a waiver of it. Nor
shall any single or partial exercise of any right, power or privilege preclude the
enforcement of any other right, power or privilege. Nor shall the waiver of any breach
of a provision be taken or held to be a waiver of the provision itself. For a waiver to
be effective it must be made in writing.
27.6 Except as and to the extent expressly otherwise specified in the Agreement, the rights
and remedies contained in the Agreement are cumulative and are not exclusive of
any rights or remedies provided by law or elsewhere in the Agreement.
27.7 The parties agree to keep, and to instruct its agents, employees, advisers and subcontractors with knowledge hereof to keep the Agreement strictly private and
confidential and not to disclose any details relating to the same, subject to disclosure
in the following circumstances
(a) to enable enforcement of the party’s rights under the Agreement;
(b) with the prior written consent of the other party; and
(c) as required by any applicable law.
27.8 The terms of the Agreement constitutes the entire agreement between the parties
and supersedes any previous agreement or arrangement between the parties relating
to the subject matter of the Agreement.
27.9 No variation or amendment to the terms of the Agreement shall be valid and binding
unless in writing expressly agreed by an authorised representative of each party.
27.10 Except where the Agreement expressly provides otherwise, a person who is not a
party to the Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from under that Act. The
Client acknowledges, accepts and agrees that the Agency has entered into the
Agreement for the benefit of itself and the Talent and accordingly the Talent shall be
entitled to enforce the Agreement conditions as if he/she/they were a party to the
Agreement.
27.11 The provisions of this Agreement which are expressly or impliedly intended to survive
the termination or expiry of this Agreement shall survive such termination or expiry
including but not limited to sections 2.7, 6, 14, 16, 20, 21, 22 23, 25, 26 and 27.
27.12 The parties agree that the Agreement and its provisions will be governed by and
construed in accordance with English law and the parties hereby submit to the
exclusive jurisdiction of the English Courts, provided that the Agency or Talent may
enforce its rights under the Agreement in any other court of competent jurisdiction
outside of the courts of England and Wales.
MAY 2025
Schedule 1 DATA PROCESSING AGREEMENT
For the purposes of the Data Protection Legislation, the parties hereby acknowledge and agree the client is the data processor (“Processor”) and Models 1 Limited is the data controller (Controller”).
This Data Processing Agreement (the “Agreement”) sets out the basis on which the Processor shall process the Controller Personal Data pursuant to the Principal Agreement (as such terms are defined in Annex 1).
Unless otherwise stated, all defined terms have the meaning given in Annex 1 (Definitions and Interpretation).
1.
Acceptance
This Agreement shall be accepted when the Processor signs the Booking Confirmation and shall be incorporated into and form part of the Principal Agreement subject to the terms herein. The failure to sign and/or return the Booking Confirmation form whilst proceeding with the booking will be deemed to be an acceptance by the client of the terms of this Agreement.
2.
Authority to process Controller Personal Data
2.1 The Controller hereby instructs the Processor (and authorises the Processor to instruct each Subprocessor) to process the Controller Personal Data strictly in accordance with the terms of this Agreement.
2.2 The Processor may process the Controller Personal Data from time to time in the course of performing its obligations under the Principal Agreement, as set out in the Principal Agreement, and the necessary purposes of the processing (“Agreed Purposes”) as set out in therein (as may be amended from time to time) shall set out the Processor’s instructions for processing.
2.3 The Processor shall not process the Controller Personal Data other than for the Agreed Purposes, and in accordance with the Principal Agreement.
2.4 The Processor shall process the Controller Personal Data strictly in accordance with the applicable Data Protection Legislation and using an approach which at all times accords with Good Industry Practice and Applicable Law.
3.
Termination and suspension
3.1 This Agreement shall automatically and immediately terminate on expiry or earlier termination of the Principal Agreement.
3.2 In addition to the Controller’s rights of termination under the Principal Agreement, the Controller may terminate the Principal Agreement if the Controller reasonably determines that:
3.2.1 the Processor has committed a material breach of this Agreement, or, if requested by the Controller, has failed to remedy such material breach within the reasonable time specified by the Controller; or
3.2.2 the Controller needs to do so to comply with Data Protection Legislation or Applicable Law.
3.3 The Controller may immediately suspend access to the Controller Personal Data by the Processor if the Processor is not complying fully with the terms of this Agreement.
3.4 The Processor’s obligations under this Agreement will survive expiration or termination of the Principle Agreement for so long as the Processor continues to process the Controller Personal Data.
4.
Security and Confidentiality
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall in relation to the Controller Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by processing, in particular from a personal data breach.
4.3 The Processor shall ensure access to the Controller Personal Data is limited to those employees or authorised subcontractors who need access to the Controller Personal Data to meet the Processor’s obligations under the Principal Agreement and that all employees and authorised subcontractors are informed of the confidential nature of the Controller Personal Data and the terms of this Agreement.
5.
Personal Data Breaches
5.1 The Processor shall notify the Controller without undue delay upon becoming aware of a personal data breach affecting the Controller Personal Data, providing the Controller with sufficient information to allow the Controller to meet any obligations to report or inform data subjects and/or the relevant supervisory authority of the personal data breach under the Data Protection Legislation.
5.2 The Processor shall co-operate with the Controller and take such steps as are directed by the Controller to assist in the investigation, mitigation and remediation of each such personal data breach.
6.
Data Protection Impact Assessment and Prior Consultation
The Processor shall provide active and proactive assistance to the Controller with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which the Controller reasonably considers to be required under the applicable Data Protection Legislation.
7.
Data Subject Rights
7.1 Taking into account the nature of the processing, the Processor shall assist the Controller by implementing appropriate technical and organisational measures for the fulfilment of the Controllers’ obligations to respond to requests for exercising the data subject’s rights under the Data Protection Legislation.
7.2 Without prejudice to the generality of clause 7.1, the Processor shall:
7.2.1 promptly notify the Controller if the Processor receives a request from a data subject under any Data Protection Legislation in respect of the Controller Personal Data; and
7.2.2 ensure it does not respond to that request except on the documented instructions of the Controller or as required by any Applicable Law to which the Processor is subject, in which case the Processor shall to the extent permitted by the Applicable Law inform the Controller of that legal requirement before the Processor responds to the request.
8.
Deletion or Return of Controller Personal Data
8.1 Subject to clauses 8.2 and 8.3, the Processor shall promptly and in any event within fourteen (14) days of the date of cessation of any Services (the "Cessation Date"), delete and procure the deletion of the Controller Personal Data and all existing copies maintained on any media.
8.2 Subject to clause 8.3, the Controller may in its absolute discretion by written notice to the Processor within seven (7) days of the Cessation Date require the Processor to:
8.2.1 return a complete copy of all Controller Personal Data to the Controller by secure file transfer in such format as is reasonably notified by the Controller to the Processor; and
8.2.2 delete and procure the deletion of all other copies of the Controller Personal Data.
The Processor shall comply with any such written request within fourteen (14) days of the Cessation Date.
8.3 The Processor may retain the Controller Personal Data to the extent required by any Applicable Law, and only to the extent and for such period as required by such Applicable Law, provided always the Processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller Personal Data is only processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.
8.4 The Processor shall provide written certification to Controller that it has fully complied with this Clause 8 within fourteen (14) days of the Cessation Date.
9.
Audit Rights
The Processor shall make available to the Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the Controller Personal Data by the Processor.
10.
Restricted Transfers
10.1 The Processor shall not transfer the Controller Personal Data to countries outside the EEA unless the Processor obtains the prior written consent of the Controller and in seeking such consent, complies with the following obligations:
10.1.1 provides the Controller with details of the following in writing:
(i) the Controller Personal Data which will be processed and/or transferred outside the EEA;
(ii) the country or countries in which the Controller Personal Data will be processed and/or to which the Controller Personal Data will be transferred outside the EEA; and
(iii) any Subprocessor who will be processing and/or transferring Controller Personal Data outside the EEA;
10.1.2 ensures it has regard to and shall comply with Applicable Laws and the current government and Information Commissioner Office’s policies, procedures, guidance and codes of practice on, and any approval processes in connection with, the processing and/or transfers of the Controller Personal Data outside the EEA and/or overseas generally; and
10.1.3 complies with such other instructions and shall carry out such actions as the Controller may notify in writing including entering into Standard Contractual Clauses.
11.
Subprocessing
11.1 The Controller authorises the Processor to appoint (and permits each Subprocessor appointed in accordance with this clause 11 to appoint) Subprocessors strictly in accordance with this clause 11 and any restrictions in the Principal Agreement.
11.2 The Processor may continue to use those Subprocessors already engaged by the Processor as at the date of this Agreement, subject to the Processor as soon as practicable meeting the obligations set out in clause 11.4.
11.3 The Processor shall give the Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within seven (7) days of receipt of that notice, the Controller notifies the Processor in writing of any objections to the proposed appointment, the Processor shall not appoint (nor disclose any Controller Personal Data to) the proposed Subprocessor except with the prior written consent of the Controller.
11.4 With respect to each Subprocessor, the Processor shall:
11.4.1 before the Subprocessor first processes Controller Personal Data, carry out adequate due diligence in accordance with Good Industry Practice to ensure the Subprocessor is capable of providing the level of protection for the Controller Personal Data required by the Principal Agreement;
11.4.2 ensure the arrangement between the Processor and Subprocessor is governed by a written contract including terms which offer at least the same level of protection for the Controller Personal Data as those set out in this Agreement and meet the requirements of article 28(3) of the GDPR; and
11.4.3 provide to the Controller for review such copies of the Processors' agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement) as the Controller may request from time to time.
11.5 The Processor shall ensure that each Subprocessor performs the applicable obligations under this Agreement, as they apply to processing of Controller Personal Data carried out by that Subprocessor, as if it were party to this Agreement in place of the Processor.
11.6 The Processor shall be liable for any failure of the Subprocessor to comply with its obligations pursuant to clause 11.5, and shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings in connection with any failure of the Subprocessor to comply with its obligations pursuant to clause 11.5.
12.
General Terms
12.1 Nothing in this Agreement reduces the Processor’s obligations under the Principal Agreement in relation to the protection of personal data or permits the Processor to process (or permit the processing of) personal data in a manner which is prohibited by the Principal Agreement.
12.2 Save as set out in clause 1, the Principal Agreement shall remain unaltered in all other respects.
12.3 In the event of inconsistencies between the provisions of this Agreement and the data protection provisions of:
12.3.1 any other agreements between the parties (including, but not limited to, clause 22 (Data Protection) of the Principal Agreement); and
12.3.2 agreements entered into or purported to be entered into after the date of this Agreement (except where explicitly agreed otherwise in writing, signed on behalf of the parties),
the provisions of this Agreement shall prevail.
12.4 The Controller may propose any amendments to this Agreement which the Controller reasonably considers to be necessary to address the requirements of any Data Protection Legislation. The Processor shall promptly co-operate (and ensure that any affected Subprocessors promptly co-operate) with any such variations.
12.5 No person who is not a party to this Agreement shall have any right to enforce this Agreement (or any agreement or document entered into pursuant to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.6 The Processor shall fully indemnify and keep fully indemnified the Controller against any and all actions, costs, claims, demands, damages, expenses (including legal fees), liabilities, losses and proceedings arising in connection with any breach by the Processor of any of its obligations under this Agreement.
12.7 Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
12.8 Without prejudice to any other rights or remedies that the Controller may have, the Processor acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Processor. Accordingly, the Controller shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
12.9 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.10 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Annex 1 DEFINITIONS AND INTERPRETATION
In this Agreement, the following terms shall have the meanings set out below:
“Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the Processor, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
“Agreed Purposes” has the meaning given in clause 2.2.
“Applicable Law” means any statute, statutory provision or subordinate legislation (including that statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time, and including any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation) whether before or after the date of this Agreement and including, without limitation, the Data Protection Legislation;
“Booking Confirmation” means the booking confirmation form, containing the specific details of the talent booking.
"Controller Personal Data" means any personal data processed by the Processor on behalf of the Controller pursuant to or in connection with the Principal Agreement;
"Data Protection Legislation" means (as applicable) the Data Protection Act 1998, the GDPR, and the Privacy and Electronic Communications Regulations (SI 2426/2003) as amended and/or updated from time to time and including all statutory instruments, orders, regulations or other subordinate legislation made pursuant to such legislation and the Information Commissioner’s guidance and advice on the GDPR as amended from time to time, and to the extent applicable, the data protection or privacy laws of any other country;
"EEA" means the European Economic Area;
"GDPR" means EU General Data Protection Regulation 2016/679;
“Good Industry Practice” means the exercise of that degree of professionalism, experience, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a highly skilled and experienced market leading processor engaged in the same type of undertaking under the same or similar circumstances;
“Principal Agreement” means The TERMS AND CONDITIONS FOR BOOKING TALENT between The Controller and Processor;
"Services" means the specific services and other associated activities to be supplied to or carried out by or on behalf of the Processor pursuant to the Principal Agreement;
"Standard Contractual Clauses" means the standard contractual clauses as issued by the European Commission from time to time; and
"Subprocessor" means any person (including any third party and any Affiliate, but excluding an employee of the Processor or any of its sub-contractors) appointed by or on behalf of the Processor to process Controller Personal Data in connection with the Principal Agreement.
The terms "controller", “data processor”, "data subject", "member state", "personal data>", "personal data breach", "processing" and "supervisory authority" shall have the same meaning as in the applicable Data Protection Legislation.
March 2023
WEBSITE TERMS AND CONDITIONS OF USE
Welcome to www.models1.co.uk or www.models1.com, (the “Website”). Using the Website confirms that you accept these terms (the “Terms”) regardless of whether or not you choose to register with the Website. If you do not accept these Terms, do not use the Website. Please note that the Terms are updated from time to time and it is your responsibility to review these Terms regularly.
1.
Introduction
1.1 The Website is owned by Models1 Limited (the “Company”). The Company is registered in England and Wales, company number: 3678510, VAT number: 726661423 and its registered office is at 12 Macklin Street, Covent Garden, London WC2B 5SZ , telephone number: 020 7025 4900, e-mail:
info@models1.co.uk.
1.2 You may access most areas of the Website without registering your details. Certain areas of the Website are only open to you if you register as a registered user and use the Website in accordance with these Terms.
1.3 By accessing any part of the Website you shall be deemed to have accepted these Terms in full. If you do not accept these Terms in full, you must leave the Website immediately.
2.
Variation
The Company shall have the right, at its sole discretion to modify, add or remove any terms or conditions of these Terms without notice or liability to you. You should regularly check the Website to review the current Terms since they are binding on you. Any changes to these Terms shall be effective immediately following the posting of any such changes on the Website. Please review these Terms regularly to ensure that you are aware of any changes made by the Company. Your continued use of the Website after changes have been posted means you agree to be legally bound by the Terms as updated and amended.
3.
Ownership and Restrictions
3.1 Apart from images licensed for use by the Company, including photographic images and content which is licensed by the Company from photographers, fashion houses and other third parties, the Website, its design and content including all text, information, still and motion video, audio and audio visual material, code and/or software and all intellectual property rights relating to the same (the “Material”) are owned by the Company.
3.2 The Website may be used by you strictly for your own personal use as provided in these Terms. No element of the Website or the Material may be taken out of context or presented in a misleading or discriminatory manner.
3.3 You are strictly prohibited from accessing and using any of the images found on the Website in any manner unless you are an authorised licensed user and adhere strictly to the terms of the separate licence terms governing the valid and lawful use of such images.
3.4 You agree not to modify, copy, reproduce, broadcast, modify, adapt, transmit, republish, sell, resell, exploit, create derivative works or distribute in any way any portion of the Website or the Material.
3.5 You are granted a personal, limited, non-transferable, non-exclusive licence to access the Website and print and download extracts from the Website (which are clearly made available by the Company for you to print and/or download and which excludes any other images) for your own private personal use on the following basis:
3.5.1 no documents, images or related graphics on the Website are modified in any way;
3.5.2 no graphics or images found on the Website are used separately from the accompanying text;
3.5.3 no Material or any portion of the Website is used and/or exploited to create an association or similar connection with a business, person or corporate entity; 3.5.4 the Company’s copyright and trade mark notices and this permission notice appear in all copies of any material from the Website; and
3.5.4 you do not, and you do not allow any third party, to modify or create a derivative work, reverse engineer or otherwise attempt to discover any source code or software available on the Website. The grant of this limited licence is conditional upon your agreement to and compliance with all these Terms. The Company may revoke this licence at any time in its absolute discretion.
any source code or software available on the Website. The grant of this limited licence is conditional upon your agreement to and compliance with all these Terms. The Company may revoke this licence at any time in its absolute discretion.
3.6 Any use of extracts or images from the Website, including without limitation the Material, other than in accordance with paragraph 3.5 above for any purpose is prohibited. If you breach any of the Terms, your permission to use the Website automatically terminates and you must immediately destroy or permanently erase from any computer memory or storage device any downloaded or printed extracts or images or documents from the Website including without limitation the Material.
3.7 All copyrights, trademarks, intellectual property rights and proprietary rights on the Website are the property of or licensed to the Company unless otherwise stated. Nothing shall be construed as conferring upon you by implication, estoppel or otherwise any licence or right to use any trade mark, patent, registered design, design right, copyright or other intellectual property right of the Website.
4.
Website Access
4.1 While the Company endeavours to ensure that the Website is normally available 24 hours a day, the Company shall not be liable if for any reason the Website is unavailable at any time or for any period.
4.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company’s control.
5.
Visitor Material and Conduct
5.1 Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. The Company shall have no obligation with respect to such material. The Company and its designers shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
5.2 You are prohibited from uploading, posting or transmitting to or from the Website any material:
5.2.1 that is threatening, defamatory, obscene, indecent, unlawful, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
5.2.2 for which you have not obtained all necessary licences, consents and/or approvals; or
5.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
5.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
5.3 You may not misuse the Website (including, without limitation, by hacking) in a way which is contrary to the Terms. In the event that you do misuse the Website or breach any of the Terms, the Company reserves the right to ask you to leave the Website immediately, and to prohibit you from using the Website in the future.
5.4 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of this paragraph 5.
6.
Links To and From Other Websites
6.1 Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. As a result, the Company does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
6.2 Please note that we are not responsible for the terms of use or data collection practices of any other websites and we encourage you to read the privacy statements and terms of use of those linked websites.
6.3 The Company does not permit the linking of the Website from any third party websites unless it has provided its express written consent to do so.
7.
Registration
7.1 When you submit your details to us via the Website, you warrant that all the details you supply, including without limitation, your name and e-mail address are accurate, that you are authorised to use the e-mail address that you provide and that you are at least sixteen (16) years old. If you are below the age of sixteen (16), please obtain the permission of your parent or guardian before using the Website. The Company has no intention of collecting any personal information from children below the age of 16 without informed parental consent. Parents are encouraged to review their children’s e-mail and Internet activities to ensure that the Website is being used in accordance with these Terms.
7.2 The Company takes your privacy seriously. Please read the Company’s Privacy Policy for details about what information the Company collects and how the Company will use and protect it.
8.
Terms and Conditions of Business
8.1 Details of the terms and conditions of business are available at www.models1.co.uk/Terms. Please review such terms and conditions carefully and thoroughly as they will govern and apply to any supply of the services by the Company and take precedence over and supersede any other terms.
8.2 Any amendment or variation made to the terms and conditions of business as supplied by the Company shall not be valid or binding unless agreed to in advance by the Company and confirmed by the Company by counter-signing such amendment or variation on this booking confirmation form.
9.
Disclaimer
Information on this website does not constitute an offer or solicitation to conduct modelling business in any jurisdiction. It is your responsibility to inform yourself about and observe any applicable laws relating to modelling. Information on the website has been obtained from sources which we believe to be reliable and accurate. The company is not responsible for the accuracy of the information contained within the website provided by third parties.
10.
Accuracy
10.1 while the company endeavours to ensure that the information on the website is correct, the company does not warrant the accuracy and completeness of the material on the website. The company may make changes to the material on the website, at any time without notice. The material on the website may be out of date, and the company makes no commitment to update such material.
10.2 the material on the website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the company provides you with the website on the basis that the company excludes all representations, warranties, conditions and other terms, including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for these terms, might have effect in relation to the website.
11.
Liability
11.1 the company, any other party (whether or not involved in creating, producing, maintaining or delivering the website), and any of the company’s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or any kind of loss or damage that may result to you or a third party in connection with the website in any way or in connection with the use, inability to use or the results of use of the website, any websites linked to the website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the website or your downloading of any material from the website or any websites linked to the website (including without limitation, any direct loss or damages of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise and any indirect, punitive or consequential loss or damages).
11.2 nothing in these terms shall exclude or limit the company’s liability for:
(a) death or personal injury caused by negligence (as such term is defined by the unfair contract terms act 1977); or
(b) fraud; or
(c) any liability which cannot be excluded or limited under applicable law.
11.3 you assume all costs if your use of the website results in the need for servicing, repair or correction of equipment, software or data.
11.4 the company does not warrant that functions contained in the website content will be uninterrupted or error free, that defects will be corrected or that the website’s server is free of viruses, worms, trojans or bugs.
12.
Severance
If any of these Terms shall be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms and the remaining Terms shall survive, remain in full force and effect and continue to be binding and enforceable.
13.
No Waiver
No delay or failure by the Company to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorised representative of the Company.
14.
Entire Agreement
These Terms including the documents or other sources referred to in these Terms supersede all prior representations understandings and agreements between you and the Company relating to the use of this Website and sets forth the entire agreement and understanding between you and the Company for your use of this Website.
15.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England.
Issue Date: July 2022
