TERMS BETWEEN Vision Models Ltd (hereinafter referred to as the ‘Company’ or ‘Agency’) AND the Client as hereinafter defined.

These Terms and Conditions set out the agreement between Vision Models and clients of Vision Models (each a Client) for the supply of talent to the Client. The failure to sign and/or return the booking confirmation form whilst proceeding with the booking will be deemed to be an acceptance by the client of these terms and conditions and they shall apply to and govern the booking between the Agency and the client.

These terms shall constitute the entire agreement between the Company and the Client and shall apply to all agreements between the Company and the Client to the exclusion of all other terms including any terms which the Client may purport to impose under any Client purchase order or similar document. These terms shall be deemed accepted by the Client when the Client instructs the Company that it wishes to engage Applicants to fulfil an Assignment or that the Company shall otherwise provide or procure the provision of Services. Any variation to these terms must first be agreed in writing by the Company.

No job shall commence until the agency receives a Purchase Order from Client. This serves as the Agency’s confirmation.As required by Department of Employment regulations, Vision Models Ltd booking form contains the terms of the booking, and must be returned by the client, signed. Any amendment to the form by the client will not be valid unless by prior agreement by the Agency.

These Terms and Conditions set out the agreement between Vision Models Ltd and clients of Vision Models Ltd for the supply of talent and models to the Client. The failure to sign and/or return the booking confirmation form whilst proceeding with the booking will be deemed to be an acceptance by the client of these terms and conditions and they shall apply to and govern the booking between the Agency and the client.Vision Models Ltd requires all negotiations and contracts regarding talent represented by Vision Models Ltd to be conducted exclusively through Vision Models Ltd and the Client will not enter into any arrangement with talent or Models represented by Vision Models Ltd or previously booked by the Client through Vision Models Ltd, which does not acknowledge or otherwise seeks to circumvent or avoid Vision Models Ltd role as an employment agency without the prior written consent of Vision Models Ltd. These Terms and Conditions supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between Vision Models Ltd and the Client, whether written or oral, relating to their subject matter.

1.BOOKING FEES

1.1 Permitted Use: In general, booking fees cover the right to use one image for one year from the date of the booking, in the UK only, for the initial Permitted Use. Such permitted use and entitlement is strictly subject to payment in full of all fees owed to Vision Models Ltd prior to the image’s first use. Any further usage including picture syndication to be negotiated and agreed in advance with Vision Models. The Usage, Invoicing and Copyright regulate this restriction.

1.2 Working Day: A Working day is classified as 8 hours between 09:00 and 18:00 hours including a lunch break of one hour. For Photographic Assignments the minimum booking is 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 if on set.

1.3 Overtime: Overtime rates apply before 09:00 after 18:00 on all bookings over eight hours. Models/Talent shall not be required to provide services for more than eight hours per day to include 1 hour for lunch and breaks unless otherwise agreed between the Company and the Client and any hours so worked in excess of the aforesaid limits shall be charged at the hourly overtime rates then specified by the Company.

i) Overtime rate is 150% of the normal hourly rate between 18:00 - 24:00.

ii)Overtime rate is 200% of the normal hourly rate between 24.00 - 09.00.

iii) Saturdays rates are 150% the normal hourly rate.

iv)Sundays rates and Bank Holidays are at 200% the normal hourly rate.

1.4 Travel: will be charged at half the hourly rate. Any time spent by the model travelling to or from a client’s venue will be charged at half the hourly rate. This applies to any travel outside of 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).

1.5 Fittings: Fees to be negotiated at an hourly rate of £50.00 with a minimum booking of 4 hours.

1.6 Location Bookings: The client must provide information regarding transport, hotel accommodation and subs if a model is booked away from their base of work. The client must provide transport there and back unless otherwise agreed. When a location booking is made, a client must provide transport for the model 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 model in accordance with section 1.6. If a model on location is prevented from returning to London to work, half the daily fee will be charged to and payable by the client for each day that the model is unable to return to London to work. When a location booking is made, the client will make a health and safety assessment of the location and shall notify the Agency of any potential risks and how these have been mitigated. The client acknowledges that at all times the model’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.

1.7 Poster and Show card fees/pack and Media covers are subject to special negotiations.

1.8 All bookings apart from equity contract TV commercials Both the Agency fees and model fees will be invoiced by the Agency. Unless otherwise agreed at the time of booking the model disbursement is included at 63.33% and the agent's fee at 36.67% of the invoice total.

1.9 Equity contract TV commercials in the United Kingdom The fee negotiated by the Agency is the model’s fee from which an agency commission will be deducted at 37.5% of the invoice total.

1.10 Non equity contract TV commercials worldwide The model disbursement and the Agency fees will be charged in accordance with clause 4(a) aboveand clause 4(a) applies to all commercials shot for use outside of the United Kingdom irrespective of where the fee is paid.

1.11 Value added tax (VAT) All sums payable under these terms and conditions 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.

1.12 AGENCY FEE: The Agency reserves the right to increase the standard Agency fee amount charged if the project is consistently changed by the client and if in any way differs from what was originally agreed between Client and Agency at the time of initial contact, casting or at the time of booking. If the client changes the brief if any way, or adds further requirements which were not discussed at the initial contact meeting, meaning the Agency is required to work over time, or out of office hours, or instructed logistically to organise client requests that are not within the Agency remit, an increased Agency Fee is permitted to be charged or overtime of said increased requirements.

2.ADDITIONAL FEES – To be agreed at the time of initial enquiry.

2.1 Usage: Additional fees are payable for the right to use the photographs (or reproductions, or adaptations of, or drawings there from, either complete or in part, alone or in conjunction with any wording or drawings: including electronic imaging) for all known or anticipated purposes other than the initial Permitted Use (e.g. Packs, Posters, Show Cards, Record Covers, Swing Tickets etc.). In general, the additional fees cover the right to use one image for one year from the date of the booking, in the UK alone for the purposes or purposes agreed.All fees for usage are for the right to use the model's image and, once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the model's image is permitted until payment is made in full. The agency reserves the right to alter payment terms if it deems appropriate, prior to booking.

2.2 Territory: Additional fees are also payable for the right to use the photographs (or reproductions, or adaptations of,or drawings there from, either complete or in part, alone or in conjunction with any wording or drawings: including electronic imaging) for all known or anticipated territories other than the UK. In general the additional fees cover the right to use one image forone year from the date of the booking in the territory / or territories agreed.To be agreed after the time of booking.

2.3 It is the clients responsibility to notify the agent and negotiate additional fees (including extensions of existing agreements) for any usage which may be required or anticipated subsequent to the time of bookings as per 2.1 above.

2.4 Territory: It is the clients responsibility to notify the agent and negotiate additional fees (including extensions of existing agreements) for any territory which may be required or anticipated subsequent to the time of booking as per 2.2 above.

2.5 Restrictions: The restricted use of the photographs will be negotiated by Vision Models at the time of the booking. The license to use the photograph is one year in the United Kingdom only for the initial permitted use. Any further usage including picture syndication to be negotiated and agreed in advance with Vision Models. The Usage, the Invoicing and the Copyright regulates this restriction.

2.6 Photographs: All photographs and videos of the talent must be provided to Vision Models within 21 days of the booking date. The copyright in all photographs and videos of the talent taken at the booking are owned by the photographer and licensed to Vision Models for use on its website. Any photograph or image of the talent taken at the booking and used on social media must credit Vision Models or link back to www.visionmodels.co.uk otherwise the Agency shall be entitled to charge the Client additional usage fees for such social media use.

3.COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

The photographer or client or anyone involved in the project/assignment is not entitled to use any of the images taken for any usage beyond that agreed under sections 1 & 2. The client and photographer to this extent agrees to restrict use of copyright and if the model agency client is not a photographer the client is to draw these terms and conditions to the attention of the photographer and obtain agreement before the shoot commences. All rights not expressly granted to the client under these terms and conditions are hereby reserved to the Agency and/or the model as appropriate. In particular, the client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the model and the Agency and the client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the model or the Agency other than the rights specifically granted to the client under these terms and conditions

4.TEST AND EXPERIMENTAL PHOTOGRAPHY

A photographer is not entitled to use test and/or experimental photographs or test commercials for commercial purposes unless specific arrangements have been made before the photographic section.

5.FASHION SHOWS

Catwalk bookings provide the client with the right to make use of model's services on the catwalk for the specified show 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 2) is exploited for reporting purposes only. The client is responsible for ensuring that all photographers present are aware of this condition and the client will procure that they abide by these conditions. If any other usage is required it must be negotiated and agreed with the Agency at the time of the booking.

6. MUSIC VIDEOS, PROMOTIONAL FILMS

All fees will be negotiated, structured and paid by the client for 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.

7.INVOICING

7.1 In all cases the person booking the model will be invoiced and solely responsible for payment unless otherwise agreed at the time of booking. We reserve the right to invoice the 'ultimate client' (ie: designer / manufacture / owner of the product in question. All fees are for the right to use pictures and, once agreed, are payable whether or not the use is appropriated.

7.2 Unless otherwise previously agreed in writing by the Company the following payment terms set out shall apply: Company invoice value (exclusive of VAT) between £0.01 and £500.00 50% Fees payable on receipt of Client purchase order/confirmation before assignment commencement date. The remainder 50% is due within 28 days invoice date. Overseas Clients (outside of UK) are 100% full money due before Assignment commencement date. Company invoice value (exclusive of VAT) over £500.00 100% Fees payable on receipt of Client purchase order/confirmation before the said assignment commencement date.

7.3 All Fees shall be paid to the Company without any deduction or legal or equitable set off whatsoever.

7.4 All costs and expenses incurred by the Company or for which there is a commitment on behalf of the Client together with all applicable VAT or other relevant tax duty or impost thereon at any time and at all times shall be paid by the Client to the Company or as the Company shall otherwise direct on first demand at any time by the Company.

7.5 Without prejudice to the generality of the foregoing the Company reserves the right in its absolute discretion to require the payment of a deposit in such amount as the Company may specify where the Company has agreed to incur costs and expenses in connection with an Assignment on behalf of the Client.

7.6 The Company reserves the right to charge an additional 1.35 per cent of Fees payable hereunder in respect of any insurances effected by the Company in connection with any Assignment.

7.7 The Company reserves the right to charge the Client interest at the rate of 8% plus the Bank of England base rate for business to business transactions from time to time on the balance from time to time outstanding on all unpaid invoices from the due date to the date of payment, on a daily basis.

7.8 All sums payable hereunder are exclusive of VAT and the Client agrees in addition to pay all applicable VAT thereon.

7.9 Introductions made by the Company are confidential and the benefit of any Introduction made to a Client shall not be capable of assignment. Without prejudice to clause 7, should the Client refer any Applicant to any other person within the Client’s subsidiaries, or related companies or any other third party the Client shall forthwith thereafter from time to time become liable for payment of and pay to the Company £1000 exclusive of VAT for and upon the occasion of each and every engagement of the Applicant with or by any such subsidiary, related company or third party subsequently resulting within 36 calendar months of the Introduction of the Applicant to the Client.

7.10 The Client shall satisfy itself as to the medical history and health of the Applicant and shall be solely responsible for undertaking any medical examination and investigations which it may deem appropriate.

7.11 The Client hereby agrees undertakes and shall procure that neither the Client nor any principal of the Client with whom the Client has contracted to procure the Services of the Company pursuant to these terms shall directly or indirectly (either as principal or as agent) canvass or solicit any Applicant within 36 months from the date the Applicant ceases to provide Services in connection with any Assignment.

7.12 The client is not entitled to withhold any monies due to the Agent. The Client is liable to pay Vision Models for the agreed contract irrespective of any post assignment contentions.

7.13 The Agency charges a fee to the Client for the services to be supplied by the talent.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. VAT and any agreed expenses will be added where appropriate.

7.14 The Agency standard practice is to accept bookings as a contract over the telephone and/or by e-mail and/or online chat. BMA 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.

7.15 Vision Models 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.

8.PROVISIONAL BOOKINGS

Provisional bookings will be automatically cancelled if they are not confirmed by the client by signing the booking confirmation form within 24 hours of the proposed booking.

9.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 models provide a satisfactory and efficient service to clients, as the agent, the Agency cannot be held responsible for a model'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 any model.

10.CANCELLATIONS

10.1 The Client may not cancel any Assignment unless such cancellation takes place before commencement of the Assignment and with the written consent of the Company which the Company may in its absolute discretion withhold without ascribing any reason therefor. The Client will immediately thereafter pay to the Company, without prejudice, an amount calculated as follows:

10.2 Where cancellation takes place by client more than 24 hour before the date specified for the commencement of the Assignment, but within 48hours 50% of the value of the agreed Fees, together with all applicable VAT thereon.

10.3 Where cancellation takes place by client less than 24 hours before the date specified for the commencement of the assignment, 100% of the value of the agreed Fees, together with all applicable VAT thereon.

10.4 Where cancellation takes place by client outside of the 48 hours but within 10 working days, 30% of fee will be charged. 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.

10.5 Any deposit paid shall not be refunded in any circumstances where cancellation takes place within 48 hours of the specified commencement date.

10.6 All Fees shall be paid to the Company without any deduction or legal or equitable set off whatsoever.

10.7 The full booking fee will be charged and payable by the client for bookings of more than three days duration. With a period equal to or less than the length of the booking,Saturdays, Sundays and bank and public holidays are excluded for the purpose of determining the cancellation notice period.

10.8 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.

10.9 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 to protect against such cancellation and any associated liability.

10.10 WEATHER: On the first occasion of cancellation half the booking fee is charged and payable by the client unless the client fails to cancel in time to prevent the model's attendance in which case the full booking fee is charged and payable by the client. On the occasion of the second cancellation and any subsequent cancellations the full booking fee is charged and payable by the client.

11.MODEL & TALENT CARE AND SAFETY. Clients must ensure that the model is treated with respect and professionalism.The client must ensure that the safety, health and well being of the model is protected and maintained at all times whilst providing services to the client. Such steps shall include without limitation.

11.1 Venue-for the provision of the services and the working conditions are safe and secure and allow the model to provide the services in compliance with all health and safety standards, regulations, codes and laws.

11.2 Regular and adequate rest breaks.

11.3 Providing adequate levels of insurance cover to safeguard the health and safety and future earnings of the model whilst the model is delivering the services and travelling to and from the client’s venue as if he/she were an employee of the client.

11.4 Ensuring that all of the people and organisations which are engaged by the client in relation to the delivery of the services are suitably qualified, experienced and professional.

11.5 Ensuring that no one imposes upon the model any action or activity which is either dangerous, degrading, unprofessional or demeaning to the model;

11.6 Ensuring that the services are delivered and the model is treated in providing the model with an appropriate changing and dressing area to ensure that the model can prepare for the provision of the services and also maintains the models privacy.

11.7 Clients are responsible for the provision of all meals and beverage requirements for the models providing services to the client on all bookings.

11.8 Including a credit as: ‘model’s name’ at Vision Model Management wherever a credit is applied.

11.9 11.9 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 the Agency. See-through, bathing suit or lingerie photography require the express prior written approval of the agency. The use of the Talent’s image must not be pornographic, derogatory, or a cause of ridicule or embarrassment to the talent. The image must not be altered or distorted.

11.10 Subject to the above restrictions, behind-the-scenes filming is permitted on condition that the talent is hair-and-make-up complete.

11.11 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.

The Agent is not responsible if the model fails to attend the booking. The client is advised to insure against any losses which might result if the model does not keep a booking because of ill health or some other reason. 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 Model agent at the time or before the time of the booking.The Client is responsible for the Models’ safety when the Model 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 Models’ health and safety as if the model were an employee of the Client. The Client will maintain adequate insurance cover to underwrite its obligation to the model.

12. LIABILITY AND INSURANCE

12.1 No party excludes or limits its liability under these terms and conditions for:

12.2 death or personal injury caused by its negligence;

12.3 fraudulent misrepresentation; or

12.4 any other type of liability which cannot by law be excluded or limited.

12.5 The Agency limits its liability under these terms and conditions, 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 these terms and conditions shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to the Agency.

The Agency shall not be liable for:

I) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings.

II) product recall costs.

III) failure by the model to attend a booking for whatever reason.

IV) damage to the client’s reputation.

V) consequential, special or indirect loss or damage
even if the Agency has been advised of the possibility of such loss or damage

12.6 The client shall effect and maintain (and shall require its ultimate client, if any, to maintain) throughout the continuance of this terms and condition insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the client that may arise under these terms and conditions. Such insurance policies shall include without limitation.

i)cancellation insurance to protect against the potential liabilities which the Agency and the client may incur as a consequence of the provisions of sections.

ii) insurance to protect the model and the Agency should any damage, injury or loss be caused whilst the model is providing services to the client.

iii) travel insurance to cover the activities of the models whilst travelling to and from the location of the services.


13. WARRANTIES The client warrants and represents to the Agency that:

13.1 it has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions.

13.2 the booking form and all signed paperwork is executed by a duly authorised representative of the client.

13.3 The client will take all steps necessary to ensure that the model is protected and treated in accordance with all applicable laws, good industry practice and section 11 and 12.

13.4 The client 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, enactments, orders, regulations, and other similar instruments.

13.5 The client 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 model is suitably prepared and able to perform the services.


14 REPRODUCTION RIGHTS

14.1 All images and details reproduced in association with Vision Models are supplied by the individual model and with the full permission and consent of the individual model/associates. Vision Models cannot be held responsible for any loss howsoever caused through the model misrepresenting themselves in any way.

14.2 Permission. The model/associates is solely responsible for obtaining all the necessary copyright permits to reproduce their images in association with Vision Models. Vision Models cannot be held responsible whatsoever for any copyright infringements however caused or associated. All images and details reproduced are taken in good faith from the models/ associates by Vision Models.

14.3 Media Reproductions. Vision Models reserves all rights to reproduce in any media (electronic, telegraphic, print, etc) any images supplied to Vision Models by any individual model/associates.

15. CONTRACT AND AUTHORITY

All matters relating to the use of the model's image, any other services supplied by the model 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 models directly. If the client or the photographer or any other person on their behalf or connected with them obtains the model's signature on any document or the model's purported verbal agreement to anything, that is not binding on the model or the Agency unless and until it is agreed in writing by the Agency (such agreement to be determined in the Agency’s absolute discretion).
Use of the photographs/material is not permitted until payment for all fees has been made.


16. INTERPRETATION OF TERMS AND CONDITIONS

16.1 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 these terms and conditions. These terms and conditions 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 form 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 these terms and conditions which have induced the client to enter into these terms and conditions (which expression shall include any contract of which these terms and conditions form part).

16.2 If there is any conflict between any of these terms and conditions and the booking confirmation form then the terms of these terms and conditions shall prevail without detriment to the remaining unaffected terms of booking confirmation form.

16.3 The booking confirmation forms part of these terms and conditions and shall have effect as if set out in full in the body of these terms and conditions. Any reference to these terms and conditions includes the booking confirmation form.

16.4 For the purpose of these terms and conditions the words "agreed", subject to section 1, means agreed in writing in the booking confirmation form and signed by duly authorised representatives of both the Agency and the client.


17. GENERAL

17.1 If any of the terms, conditions or provisions of these terms and conditions or the booking confirmation 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.

17.2 Any termination of all or part of these terms and conditions shall not affect the coming into force or the continuance in force of any provision of these terms and conditions which is expressly or by implication intended to come into force or continue in force on or after such termination.

17.3 Except as otherwise expressly provided in these terms and conditions, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the client and the ultimate client under these terms and conditions are assumed by them jointly and severally

17.4 Nothing in these terms and conditions shall render any party a partner or agent of the other. Except as expressly permitted by these terms and conditions, 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.

17.5 No failure to exercise and no delay in exercising on the part of either party of any right, power or privileged under these terms and conditions 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.

17.6 Except as and to the extent expressly otherwise specified in these terms and conditions, the rights and remedies contained in these terms and conditions are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in these terms and conditions.

17.7 The parties agree to keep, and to instruct its agents, employees, advisers and sub-contractors with knowledge hereof to keep these terms and conditions strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances;

(i) to enable enforcement of the party’s rights under these terms and conditions.

(ii) with the prior written consent of the other party.

(iii) as required by any applicable law.

17.8 These terms and conditions and the booking form constitute the entire agreement between the parties and supersede any previous agreement or arrangement between the parties relating to the subject matter of these terms and conditions.

- No variation or amendment to the terms of these terms and conditions shall be valid and binding unless in writing and signed by an authorised representative of each party.

- The client acknowledges, accepts and agrees that the Agency has entered into these terms and conditions for the benefit of itself and the model and accordingly the model shall be entitled to enforce these terms and conditions as if he/ she were a party to these terms and conditions.

17.9 The parties agree that these terms and conditions 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. We reserve the right to negotiate within the structure of these Terms and Conditions.

17.10 The Company and the Client shall deal with all items of Stock and Equipment as agreed between them from time to time in writing. Unless otherwise agreed in writing, the Client agrees to observe and perform all agreements for the hire leasing hire purchase or credit sale of Stock and Equipment supplied by the Company as if the Client were a party to such agreements in substitution to the Company on the date such agreements are made.

17.11 Any notice to be given hereunder shall be in writing and sent by pre paid recorded delivery registered post or facsimile to the other party at the respective addresses appended to these terms. All changes of address are to be notified to the other party within 48 hours of the change and thereafter all notices to be given hereunder shall be sent to such last notified address.

17.12 The relationship of the Company and the Client shall be that of Independent Contractors.

17.13 Any agreement governed by these terms shall be read, construed and take effect in accordance with the Laws of England and the parties hereto expressly agree to submit to the non exclusive jurisdiction of the English Courts.

17.14 Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purposes of the Contracts (Rights of Third Parties) Act 1999.

17.15 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 nonenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect


18 CLIENT AND AGENT OBLIGATIONS

18.1 The Client agrees to cooperate with the Agent as may be required.

18.2 The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Agent for the purpose of providing the Services for a period of six months following completion of the Services.

18.3 The Client shall ensure that all approvals are in place for any locations that may be used and is responsible for any transport costs of models to and from that location.

18.4 The Client shall provide all meals required by models on location.

18.5 The Client is responsible for the safety of any models who are providing Services according to the Booking Form and the Client shall ensure all health and safety obligations are adhered to and maintain an appropriate insurance policy to cover these requirements.

18.6 The Agent shall supply the Services as specified in the Booking Form.

18.7 The Agent shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice and statutory obligations.

18.8 The Agent will take all reasonable steps to provide personnel who behave in an acceptable manner but cannot be held responsible for any conduct of models that is unacceptable to the Client.

18.9 The Agent shall take all reasonable steps to ensure models attend bookings on time and for the agreed period but cannot be held responsible for models that are late or fail to attend a booking.

18.10 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 or others, which shall portray Vision Models in a negative light.


19 EXCLUSION FEE

19.1 In the event that the use of a Model’s Image is supplied on the basis that any competitor of the Clients shall not be permitted to also use the same model for a period of time then a special fee shall be payable from the Client to the Agent.

19.2 The Client is responsible for checking whether any historical work has taken place between a particular model and a competitor.

20.MIXED AGENCY BOOKINGS

In the event that models from other agencies are working on the same assignment providing the same service as models from Vision Models, Vision Models ltd reserves the right to charge at the same rate as the other agency.

21. USAGE AND MODEL IMAGES

All and full negotiations must be made in advance with Vision Models Ltd. This will be relating to the usage of model images and all information and matters relating to this. The client or the photographer or any other person on their behalf, on set, on the project or employed by the client or connected with the assignment must not obtain the models signature on any document or attempt to make verbal agreements with anything to do with the project. If this does occur, any signature or agreement is not binding unless it has been agreed and approved by the agency Vision Models Ltd. Any document such as a Contract or NDA requiring a signature must be sent to Vision Models Ltd prior to the assignment or photoshoot, whereby it will be signed by Vision Models Ltd on behalf of the model.

22. FORCE MAJEURE

The Agency’s shall not be liable to the client for any delay in performing or failure to perform any of its obligations under these terms and conditions 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, floor or catastrophe, acts of God, insurrection, workforce action, war or riots, (an "Event of Force Majeure") and the Agency’s obligations under these terms and conditions shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.

23. ENTIRE AGREEMENT

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

24. GOVERNING LAW

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

In these terms the following phrases shall bear the following meanings: “Applicant” any person placed by or through the Company with the Client to provide services to or for the Client or so registered for placement with the Company. “Assignment” the agreed period or periods during which the Company is required to provide or procure the provision of Services at the agreed locations details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms. “Client” the person with whom the Company agrees to provide or procure the provision of goods and/or services during any Assignment. "Client Obligations" the specific obligations which the Client has agreed in writing to perform or procure the performance of in relation to any Assignment pursuant to these terms details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms and which shall be without prejudice to the due observance and performance of these terms insofar as they relate to the Client. “Fees" the applicable sum agreed from time to time in writing between the Company and the Client for each Assignment "Existing Client" Any Client which is not a New Client "Introduction" shall be deemed to be effected when the Company provides to the Client sufficient information to identify the Applicant or any other legal or natural person which the Client may appoint or request the Company to introduce to the Client and the word “Introduce” shall be construed accordingly. "New Client" A Client which has not previously engaged the services of the Company, any subsidiary or holding company of that New Client (as that phrase is defined by section 736 of the Companies Act 1985) or any partner of that New Client in the case of a Client which is a partnership "Services" the goods and/or services which the Company has agreed in writing to provide or procure the provision of to the Client in relation to any Assignment pursuant to these terms details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms. "Stock and Equipment" those items of stock and equipment details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms.

The Client appoints the Company to provide or procure the Services in connection with and during the Assignment(s) upon the terms hereinafter appearing provided always that the Client shall as a condition precedent duly pay all sums reserved by these terms and duly observe and perform the provisions of these terms on the part of the Client. The Client hereby acknowledges that the Company shall not be liable for the suitability or otherwise of any venue event goods services Stock or Equipment or any other goods or services utilised in connection with the provision Services pursuant to these terms selected by or requested by the Client otherwise than upon the express written advice of the Company.