Client (Hirer) Terms & Conditions of Agency Management Ltd. (Wild London)
Wild is a BERR regulated Employment Agency and is restricted by the 1973 Employment Agency Act including amendments.
These Terms and Conditions are for Clients (Hirers) and replace any previously issued
WILD charges NO fees to Talents in anyway whatsoever
The client undertakes not at any time in the future to employ any of the Talents introduced to them through WILD in any capacity whatsoever without the written consent of WILD
1.1 The Working Day. A working day is 8 hours between 09.00 hours and 18.00 hours, and includes a lunch break of half an hour (Shops Act 1950). For Photographic Assignments the minimum booking is half a day (4 hours). For Press Days, Fashion Shows and Promotional Assignments the minimum booking is half a day (4 hours). Clients are responsible for all Talents’ meals on all bookings outside London area (see 1.3.)
1.2 Overtime Rates. This will apply as follows: (a) the overtime rate is 150% of the normal hourly rate between 18.00 and 24.00, 1.00 and 9.00. (b) Work on Saturdays 150%, Sundays and Bank Holidays 200% of the normal hourly rate. (c) A special rate to be negotiated for night work between 24.00 and 09.00 hours.
1.3 Travelling Time/Expenses are fully inclusive and are usually charged from WILD to the location and return: this applies to travel outside a five-mile radius of Hyde Park Corner (i.e. Chiswick in the west, Golders Green and Highgate Village in the north, Mile End in the east, Streatham Hill and Tooting Bec in the south.) Travel expenses will be subject to a 20% booking fee.
1.4 Fittings. Fees to be 50% of the hourly rate, with a minimum booking of 4 hours @ £70 per hour.
1.5 Location Bookings. When a location booking is made, the Client must provide transport there and back unless agreed otherwise. If a talent on location is prevented from returning to London to work, half the daily fee is to be paid.
1.6 Weather Permitting Bookings. At the first cancellation half fee is charged unless a Talent arrives at the location in which case the full fee will be charged. At the second cancellation, the full fee is charged.
1.7 Poster and Show card Fees/Pack and Media Covers. These are subject to special negotiations.
1.8 Restrictions. The restricted use of the photographs will be negotiated by WILD at the time of the booking. Unless otherwise agreed and included on the booking form, the booking fees provide an entitlement and right for the Client to use one image via a single published medium for one year or for a single season from the date of booking in the United Kingdom. Such permitted use and entitlement is strictly subject to payment in full of all fees owed to WILD prior to the image’s first use. Any further usage including picture syndication to be negotiated
and agreed in advance with WILD. The Usage (4.0) the Invoicing (5.2) and the Copyright (5.4) regulates this restriction.
1.9 Test Photographs: All photographs and videos of the talent must be provided to WILD within 30 days of the booking. The copyright in all photographs and videos of the talent taken at the booking are owned by the photographer and licensed to WILD for use on its website and for marketing purposes. Any photograph or image of the talent taken at the booking used on social media sites must credit WILD (@london.wild or link back to WILD’s website at www.wild.london), otherwise WILD shall be entitled to charge the Client additional usage fees for such social media use.
1.10 Fashion shows. All photographs and videos of the talent, all such material (or reproductions etc. As set out in 4.1 above) of the show are for reporting purposes only. The Client is responsible for ensuring that all present at a fashion show are aware of this condition. If any other usage is required it must be negotiated at the time of the booking.
2.0 PROVISIONAL BOOKINGS
Provisional Bookings will be automatically cancelled if they are not confirmed within 24 hours of the proposed booking, or if a definite booking is offered and the provisional cannot be confirmed.
Bookings cancelled within 48 hours of the commencement of the booking will be charged at full fee, bookings cancelled within 72 hours of the commencement of the booking will be charged at half-fee. In the case of a weekend a full fee will be charged. For bookings of three days or more a cancellation period equal to the length of the booking must be given otherwise full fee will be charged.
4.0 ADDITIONAL FEES
4.1 Usage. Additional fees are payable for the right to use the talent’s image (or reproductions and adaptations of part or complete derived from that image, or any other representation of it, either part or complete whether alone or in conjunction with any wording or other images, photographs, drawings or material of any other nature including electronic imaging) from all known or anticipated purposes other than the initial permitted use (i.e. packs, posters, show cards, media covers, swing tickets, etc.) Unless otherwise agreed the additional fees cover the right to use one image for one year from the date of booking, in the United Kingdom only, for the purpose or purposes agreed. The Client is wholly responsible for notifying WILD of any changes to this commission.
4.2 Territory. Additional fees are payable for the right to use the talent’s image (or reproductions etc. As set out in 4.1 above) for all known or anticipated territories other than the United Kingdom. Unless agreed the additional fees cover the right to use one image for one year from the date of booking, in the territory or territories agreed. This use must be included at the time of the booking or use is excluded from all rights.
4.3 Exclusion Fees. A special fee will be negotiated when the work is in connection with a product, which precludes work for competing products. The Client is responsible for interpreting whether competing work has been done. When a talent endorses a product they are unable to complete assignments for any other competitor unless an exclusion fee has been agreed.
5.0 TEST & EXPERIMENTAL PHOTOGRAPHY
5.1 The Client or photographer are not entitled to use test and/or experimental photographs or test
commercials for commercial purposes unless specific arrangements have been made before the photographic session.
5.2 Images taken for test purposes may only be used to promote WILD’s website and in the photographer’s and creative’s (stylist’s and make-up artist’s) own portfolios. The photographer or creative may not assign copyright in the images, exploit the copyright or grant a license to exploit the copyright. For the avoidance of doubt, there will be no usage of any imagery from the test shoot (including but not limited to any commercial or editorial use) unless negotiated and agreed in advance in writing with WILD.
6.0 TALENT CARE & SAFETY AND INSURANCE
6.1 The Client shall ensure that the talent is treated with respect and professionalism and that the Client takes all necessary steps to ensure the safety, health and wellbeing of the talent is protected and maintained at all times whilst providing services to the Client.
6.2 The talent will not be photographed or be depicted nude or partially nude (lingerie/underwear), with fur or with tobacco without prior written approval from WILD.
6.3 It is the Client’s responsibility to carry out a proper risk assessment of the location, equipment and work conditions; any risk to Health & Safety known to the Client must be discussed with the talent agent at the time or before the time of the booking. The talent may decline to proceed with the booking if, in the talent’s opinion there is any risk to the talent’s health and safety. The Client is responsible for the talent’s safety when the talent is providing services in connection with the booking. The Client is obliged to make sure that all other people engaged in connection with the booking and associated travelling are properly qualified and insured. The Client is responsible for the talents’ health and safety as if the talent were an employee of the Client. The Client will maintain adequate insurance cover to underwrite its obligation to the talent.
6.4 WILD is not responsible if the talent fails to attend a booking. The Client is advised to insure against any losses, which might be suffered if the talent does not keep a booking because of ill health, or some other reason.
7.0 WILD PRACTICES
7.1 Dissatisfaction. Any cause for dissatisfaction must be reported to WILD during the course of the assignment. Otherwise WILD disclaims all responsibility for any loss financial or howsoever caused.
(a) WILD charges a fee to the Client for the services to be supplied by the talent (worker.) The agent will invoice both agency and talent fees. Unless otherwise agreed at the time of the booking the talent disbursement is included in the invoice total. Equity contracts, the fee negotiated is the talent’s fee from which agency commission will be deducted at 38% of the invoice total. VAT and any agreed expenses will be added where appropriate.
(b) WILD’s standard practice is to accept bookings as a contract over the telephone and/or by e-mail and/or online chat. WILD will confirm this contract by email. The Client responsible for commissioning the booking will be invoiced and solely responsible for payment unless otherwise agreed at the time of booking.
(c) The Client is liable to pay WILD for the agreed contract irrespective of any post assignment contentions.
(d) WILD reserves the right to invoice the primary client (the owner of the product i.e. designer/manufacturer/owner of product.) For example this may be undertaken if the Client is booking on behalf of the primary client in which case the primary client is liable to pay the
invoice. All fees for usage are for the right to use the talents image and once agreed are payable whether or not the right is exercised. Unless the agent specifically agrees otherwise, in writing, no usage for the talents’ image is permitted until payment is made in full. The agency reserves the right to alter payment terms.
(e) Use of the photographs is not permitted until payment for all fees has been made.
(f) All fees will be invoiced by WILD unless otherwise negotiated at the time of the booking and verified in writing by the Client.
(g) VAT will be added to the invoice where appropriate as lawfully required by HM Customs and Excise
7.3. Payment for assignments to be made 7 days before date of the assignment, unless otherwise agreed.
7.4 Copyright. The photographer and/or the Client and anyone obtaining rights from or through the photographer/client is not entitled to use any of the images for any usage beyond that agreed or permitted under sections 1,8.1,9, and 4. The photographer/client to this extent agrees to restrict use and exploitation of the copyright. If the Client is not the photographer, the Client is to draw all these terms and conditions to the attention of the photographer and obtain his agreement to them before the shoot commences. The Client commissioning the photographs (or reproductions and adaptations of part or complete picture) is restricted by copyright. The copyright is negotiated by WILD at the time of the booking. The Usage (4.0) and Invoicing (5.2) regulates this copyright. Copyright remains the property of WILD until all images, reproductions, and adaptations, part or complete are paid for in full.
7.5 Assignment Contract details
(a) WILD will invoice the Client on the talents’ behalf.
(b) WILD will offer a conditional contract. On accepting, the Client is liable to fulfil this contract. WILD will supply the “best of knowledge” assignment details of this contract by email. Each contract applies to any one offer only. Each contract cannot be applied to any other offers past or present.
(c) The contract will quote the individual talent fees and the Client fee for hiring each individual talent for completing the contract in full. The contract will give the “best of knowledge” assignment details of this contract e.g. time, date, place, wardrobe, restrictions, working hours, client fee, talent fees, proposed additional fees, etc. The Client on being emailed (time and dated franked by the email) the contract by WILD must complete the contract in full for the contracted fee otherwise the Client will be liable for any losses incurred.
(d) On Equity related assignments, section (c) applies.
(e) WILD reserves the right to negotiate any post assignment disputes by any party on behalf of the individual talent and client. Any post assignment resolutions negotiated by WILD will be judged by WILD as to be fair and reasonable to all interested parties. The WILD decision is final.
7.6 Featured Talent.
Defined by (a) be required to act individually in a medium shot, or more closely, or (b) possible individual direction, or (c) a possible direct relationship to perform with a visual featured talent, or (d) possible visibility and recognizable in a crowd or individual scenes, or (e) appear in a vignette either individually or with others.
7.7 Talent upgrade.
If the Talent is upgraded to a featured Talent, the full fees and usage fees will apply
8.0 Reproduction rights.
8.1 Images. All images and details reproduced in association with WILD are supplied by the individual talent and with the full permission and consent of the individual talent. WILD cannot be held responsible for any loss howsoever caused through the talent misrepresenting themselves in any way.
8.2 Permission. The talent is solely responsible for obtaining all the necessary copyright permits to reproduce their images in association with WILD. WILD 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 talents/associates by WILD.
8.3 Media Reproductions. WILD reserves all rights to reproduce in any media (electronic, telegraphic, print, etc) any images supplied to WILD by any individual talent.
9.1 All matters relating to the use of the talent image, any other services supplied by the talent and all fees must be negotiated and agreed only with WILD. The Client or the photographer or any other person on their behalf or connected with them must not obtain the talent’s signature on any document or attempt to make verbal agreements to anything. Any such signing or proposed verbal agreement is not binding on the talent or WILD the agent. WILD must have a copy of the proposed document for signature prior to the assignment. If in agreement WILD will sign this document and supply a copy of this signed document to the Client. All communication relating to talent must be made through WILD and the Client must not store or use talent’s contact details in any way.
9.2 In the event that the WILD has to pursue legal advice or debt collection agencies, WILD reserves the right to charge for all costs incurred, including third party cost.
9.3 WILD acts solely for and on behalf of our talents who are self-employed persons.
9.4 To the fullest extent provided by law, WILD limits its liability under these Terms and Conditions, whether such liability arises in contract, tort or otherwise, so that the maximum liability of WILD for all claims under these Terms and Conditions shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to WILD.
9.5 WILD 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) damage to the Client’s reputation; (e) consequential, special or indirect loss or damage; even if WILD has been advised of the possibility of such loss or damage.
9.6 The Client’s sole remedy against the talent for loss or damage arising out of the performance or non-performance by the talent under the terms of the booking form will be limited to direct, actual damages incurred by the Client and in no event will the talent’s liability exceed the compensation, excluding the reimbursement of expenses, actually received by the talent from the Client.
10.1 The Client warrants and represents to WILD that:
(a) it has full capacity to enter into these Terms and Conditions and perform its obligations under these Terms and Conditions;
(b) the booking form is executed by a duly authorised representative of the Client;
(c) it has all necessary permits, licences and consents to enter into and to perform its obligations under these Terms and Conditions and such obligations shall be performed in compliance with all applicable laws, regulations, orders and other similar instruments; and
(d) it will promptly disclose to WILD all necessary information and details relating to the provision of the services by the talent to enable WILD to ensure that the talent is suitably prepared and able to perform the services.
10.2 The Client shall indemnify WILD and keep WILD indemnified against all costs, expenses,
damages and losses suffered or incurred by WILD (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:
(a) any claim brought by a third party against WILD 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 these Terms and Conditions has caused WILD to be in breach of the terms of an agreement with such third party; and
(b) 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.
11.1 Neither party shall make any statement or disclose any information regarding this Agreement without the prior written consent of the other party (save to allow for proper disclosure of information to either party’s professional advisors or as required by law). The Client agrees not to make any comment to the media, which shall portray WILD in a negative light.
11.2 These Terms and Conditions do not confer any benefit on a third party and a person who is not party to this Agreement has no rights under The Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.3 Any changes to this Agreement will be notified to you in writing (which for the avoidance of doubt, may include notification by email). No variation or amendment to this Agreement shall be binding unless agreed in writing or ‘accepted’ electronically by the Client.
11.4 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
11.5 These Terms and Conditions shall be governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English Courts.
WILD acts solely for and on behalf of our Talents who are self-employed persons. WILD is a BERR regulated Employment Agency and whilst making every endeavour to provide a satisfactory and efficient service WILD cannot be held responsible for the Talents conduct neither on an assignment nor for any loss financial or otherwise whatsoever caused. WILD is not responsible for any costs incurred due to the lateness of a Talent on any assignment.