CLIENTS T&C

TALENT AGENCY TERMS & CONDITIONS
1. General
1.1 In these Terms and Conditions, the following words will have the meanings given to
them below: “Advance Payment” means the advance fee payable by the Client to the
Agent in respect of the Booking; “Agent’s Services” means the services to be supplied
by the Agent in relation to a Booking and will include arranging the Talent and may,
from time to time and depending on the Booking, include arranging flights, and/or
accommodation and/or staging and/or lighting and/or personnel and/or retouching for a
Booking (but only as may be agreed in writing and in advance by the Agent); “Agent”
means Bambi on Fleek of PO Box 934144, Dubai, UAE; “Agreed
Usage” means the use to which the Images can be put by the Client as specified in the
Booking Form; “Agreement” means the contract between the Agent and the Client for
the provision of the Services incorporating these Terms and Conditions and the Booking
Form; “Booking” means the use of the Talent for a Shoot or a Show by the Client or any
third party to whom the Client has introduced the Talent on a permanent or short-term
basis as specified in the Booking Form; “Booking Form” means a booking document,
quotation or other similar object describing the Services; “Client” means any entity that
purchases Services from the Agent by signing a Booking Form; “End User” means the
entity that is represented by the Agent, who will initially use the Images; “Fee” means
the fee payable by the Client to the Agent in respect of a Booking (which will include
without limitation, preparation for a Shoot and all Usage Rights); “Images” means
photographs, video, film or drawings of the Talent that are taken at a Booking, or any
reproductions or adaptations of any of them (whether digital or analogue) either in whole
or in part, alone or in combination with any words or other images; “Pencil Option 1”
means the Client has first option on a provisional booking for the Talent but must
confirm the provisional booking as a Booking to the Agent within 48 hours of the request
for the Pencil Option 1; “Pencil Option 2” means the Client has second option on a
provisional booking of the Crew as the Talent already has a pencil option 1 with a third
party and if the Talent is released from that pencil option 1, the Client must confirm the
provisional booking as a Booking to the Agent within 48 hours of the request; “Services”
means the services to be provided by the Talent as described in the Booking Form for a
Booking; “Shoot” means the photographic and/or film and/or video session carried out
by the Talent at the Booking; “Show” means the fashion/entertainment session carried
out by the Talent at the Booking; “Start Time” means the time at which the Talent will
commence the provision of the Services; “Talent” means a model (Model I, Model II,
Arabic, Out of Town, Children (being under 18 years), Cast, New Faces, Actors, Family,
Hands) or a session stylist (Food Stylist, Wardrobe Stylist, Make-up Talent, Hair Talent)
registered with the Agency and booked by the Client; “Terms and Conditions” means
the terms and conditions as set out in this document and any subsequent terms and
conditions provided in writing by the Agent.
1.2 These Terms and Conditions will apply to the supply of Services by the Client and/or
the Talent to the Client as arranged by the Agent and will supersede any other
documentation or communication between Parties.
1.3 Any variation to these Terms and Conditions or a Booking Form must be agreed in
writing by the Agent.
1.4 These Terms and Conditions will be attached to the Booking Form and are accepted
by the Client for each Booking.
1.5 Nothing in these Terms and Conditions will prejudice any condition or warranty,
express or implied, or any legal remedy to which the Agent may be entitled in relation to
the Services, by virtue of any statute, law or regulation.
1.6 The Agent is acting as an agency and therefore cannot be held responsible for any
non-fulfillment or breach of obligations between the Client and the Talent.

Booking Form
2.1 The Booking Form will be issued by the Agent for each Booking and will no longer
be available to the Client after a period of 30 days.
2.2 The Agreement between the Agent and the Client will only come into force when the
Agent confirms its acceptance of the terms of the Booking Form in writing to the Client.
2.3 The Client will be required to sign the Booking Form and return it to the Agent in
respect of each Booking prior to the Start Time.
2.4 The Booking Form and these Terms and Conditions must be accepted by the Client
in their entirety. By signing the Booking Form, the Client accepts both the Booking Form
and these Terms and Conditions.
2.5 Unless the Agent agrees otherwise, it will be a condition of each Agreement that the
Client delivers a Local Purchase Order to the Agent prior to the Booking.
2.6 The Fee provided in a Booking Form is an estimate and not a final quotation. The
Client should allow a percentage for contingency in its budget in all cases. The Talent
will endeavour to work for the Fee but the Fee may vary to enable to Talent, in his/her
complete discretion, to provide the Client with an effective execution of the Booking.
2.7 Where additional expenses or time are incurred by the Talent as a result of
alterations to the original Booking brief by the Client, or otherwise at the Client’s
request, the Client will be liable to pay such extra expenses or pay additional fees, at
the Talent’s normal rate, in addition to the original estimate agreed Fee.
3. Services
3.1 For each Booking, the Services are described in the Booking Form. Any variation to
the Services must be agreed by the Agent in writing.
3.2 The Services will commence and finish on the dates specified on the Booking Form
unless terminated according to the terms of this Agreement.
3.3 Unless otherwise agreed in writing and in advance, the Client may only request the
provision of the Services for the following duration per day:
stills – adults and children: full day – 8 hours
stills – adults and children: half day – 4 hours
film/video – adults: full day – 10 hours
film/video – adults: half day – 5 hours
film/video – children: full day – 8 hours
film/video – children: half day – 4 hours
max booking for children under 6 – 4 hours
3.4 If the Services include a booking of Talent that are children, the Client agrees to the
following.
The Agency can not guarantee and makes no confirmation that any child will shoot
between 7pm and 7am. This includes early morning call times before 7am.
All children are entitled to one parent on set at all times (and if no parent is available,
they may appoint a guardian who can exercise all powers and rights granted to the
parent under this clause).
The Agency makes no guarantee that the parent will keep any child on set after the
hours mentioned in the Booking Form. If the parent agrees to do so, then overtime will
be charged up to a maximum of 12 hours for all children. No shooting after 12 hours will
be allowed. No shooting is permitted after 4 hours with for any child under 3 in any
circumstance.
The Client must inform the Agency if the child will be driving in a car, bus or other form
of ground transport with someone else other than their parent. If the Agency is not
informed in advance, then there is no guarantee the parent will allow the child to provide
the Services on the day if the parent finds out on arrival on set.
The Agency makes no guarantee that children will perform as required by the Client and
the Client agrees that the Fee will be paid whether the child performs or not. The
Agency recommends that the Client have back up talent on standby at the Shoot
location. If the Client requests back up Talent from the Agency, that back up Talent will
be on set and available for the duration of the shoot and (in order to guarantee the
Client’s backup choice will remain available) will be charged at 50% of the Talent’s
usual full day rate if the Talent is not used in the Shoot and 100% of the Talents usual
full day rate if the Talent is used in the Shoot ir in any way appears in the Images. If the
Client does not pay this fee for any back up Talent then the Client should inform the
Agency of their other choices however, without payment, there is no guarantee that any
particular Talent will be available – the Agency will notify the Client when it is (in its
opinion) able to do so and will endeavour to make the requested back up available.
3.5 The Client may request a Pencil Option 1 or Pencil Option 2, but must confirm the
Pencil Option 1 or Pencil Option 2 to the Agent within 48 hours of the request otherwise
it will be cancelled automatically.
3.6 The Client must inform the Agent if the Talent will be asked to perform under any
extreme circumstances including helicopter, heights, etc, anything that relates to health
and safety. If the Agent is not informed in advance, the Talent has the right to cancel the
Booking at any time and the Client will still be required to pay the Fee in full.

Agreed Usage & Copyright
4.1 The Client agrees that it must restrict the use of the Images to the Agreed Usage.
The Agreed Usage, including the medium, territory and duration, will be specified on the
Booking Form.
4.2 The Agreed Usage comes into effect from the date of full payment of the Fees. The
Client agrees that no use may be made of the Images before payment in full of the Fees
unless the Agent and the Talent agree otherwise in writing and which may be revoked
at any time if full payment of the Fees is not made or if the Client goes into receivership
or liquidation.
4.3 The Agreed Usage is restricted to the terms specified in the Booking Form. Any
further use outside the scope of the Agreed Usage (including without limitation use in
relation to another product or additional media or territories) will be subject to the
Talent’s prior written approval and the terms of that further use must be negotiated by
the Agent and is normally subject to the payment of further fees by the Client.
4.4 The Client acknowledges that if a Talent advertises a product he/she is able to work
for any competitor of the Client unless agreed otherwise and subject to negotiation and
payment of an exclusivity fee.
4.5 Where a Talent is booked for a fashion show, payment of the Fee entitles the Client
to the Services on the catwalk/ stage/ entertainment area for the specified show and to
use the Images of the specified show on the basis that all such Images are for reporting
purposes only.
4.6 If the Client is not the photographer or cameraman taking the Images, the Client will
procure that the photographer or cameraman is aware of the restriction under clause
4.1 and clause 4.2 and complies with it. The Client indemnifies the Agency and/or the
Talent for any loss or damage arising from a breach of clause 4.1 and/or clause 4.2 by
the Client and/or the photographer or cameraman.
4.7 If the Client requires its own release forms or other documents to be signed by the
Talent on the day of the Booking the Agency must be informed prior to the Start Time. If
the Agency has not been informed the Agency can not be held responsible if the Talent
will not sign any release form or document. If the Agency has been informed, the
Agency will assist in getting the release form or document signed, however it will not be
held responsible if the Talent omits, fails or refuses to sign them.
4.8 If the Client is not the End User, the Client will ensure that the End User is aware of
the restriction under this clause 4 and complies with clause 4. The Client will indemnify
the Agent and/or the Talent for any loss or damage arising from a breach of this clause
4 by the Client and/or the End User. Notwithstanding any other clause in these Terms
and Conditions, the Client acknowledges and agrees that the Talent and the Agency,
unless otherwise agreed in writing prior to the Booking, both have the right to use any
Images for self promotion through any means (including without limitation social media,
website, newsletters and marketing collateral) as soon as the Images have exploited by
the Client in accordance with the Agreed Usage.
4.9 Notwithstanding any other clause in this Agreement, the Client acknowledges and
agrees that the photographer and the Agency, unless otherwise agreed in writing prior
to the provision of the Services, both have the right to use any of the Works for self
promotion through any means (including without limitation social media, website,
newsletters and marketing collateral) as soon as the Works have exploited by the Client
in accordance with the Usage Rights.

Price and Payment
5.1 Subject to clause 2.6, the Fees will be agreed between the Agent and the Client and
specified in the Booking Form.
5.2 Payment of the Fee is to be made in full on confirmation of the Booking unless
specified otherwise on the Booking Form.
5.3 An overtime rate of 15% of the Fee per hour (based on the hours set out in clause
3.3) will apply to all Bookings exceeding the duration set out in the Booking Form. All
overtime will be rounded up to the nearest hour.
5.4 There will be no rebate on the Fee if the Booking is less than the period of time
specified in the Booking Form.
5.5 All Fees are payable in full regardless of whether or not the Client ultimately uses
the Images.
5.6 All direct expenses incurred by the Agent and the Talent in connection with the
provision of the Services will be charged to the Client at cost and are payable by the
Client on production of appropriate receipts.
5.7 The Client may be requested to make an advance payment of a percentage of the
Fee before the Booking commences. Failure to pay this advance will mean that the
Talent has the right to cancel the Booking without penalty, the Client will forfeit any
other monies paid previously and the Client remains liable for the cancellation fees set
out in this Agreement.
5.8 The Client must inform the Agent before approval of a Booking by the Agent if a
third party will be responsible for the payment of the Fee. The Client is to supply to the
Agent all contact details of the third party responsible for making the payment to the
Agent. Notwithstanding this, all invoices will be issued in the name of the Client and will
be sent to the individual responsible for making the Booking unless otherwise agreed.
5.9 The Client will have no right to use any of the Images until the Fee has been paid in
full in respect of that Booking and any other booking that may have been made by the
Client through the Agency.
5.10 The Client will pay interest on all late payments at a rate of 1% per annum above
the base lending rate of Emirates Bank. The Agent is also entitled to recover all
reasonable expenses (including legal fees) incurred in obtaining payment from the
Client where any payment due to the Agent is late.
5.11 The Client is not entitled to withhold any monies due to the Agent.
5.12 If the Client has outstanding invoices that exceed its agreed credit limit with the
Agent, the Agent has the right to hold the high resolution images until payment of all
outstanding amounts has been made by the Client.
5.13 The Agent is entitled to vary the Fee to take account of:
5.13.1 any additional Services of changes to the Services being requested by the Client
which were not included in the original Booking Form;
5.13.2 any reasonable increase in hourly, daily or set rates, if applicable, and any
variation must be notified to the Client in writing by the Agent.

Cancellation
6.1 If a Booking is cancelled for reasons outside the control of the Agent (including but
not limited to unsuitable weather or light), the Agent reserves the right to charge a
cancellation fee to the Client at the following rates together with all expenses incurred
by the Agent up to the date of such cancellation:
6.1.1 The Client will be charged 100% of the Fee if a Booking is cancelled less than 24
hours before the Start Time;
6.1.2 The Client will be charged 50% of the Fee if a Booking is cancelled less than 48
hours from the Start Time;
6.2 The Client must notify the Agent immediately of the cancellation of a Shoot and the
Agent will notify the Talent.
6.3 In addition to the above, the Agent reserves the right to charge a cancellation fee to
the Client if:
6.3.1 the location provided by the Client is unable to accommodate the Talent or
6.3.2 the Client does not provide adequate facilities at the venue; or
6.3.3 traveling arrangements that are made by the Client interfere with the Services to
be provided by the Talent.
6.4 If the Talent cancels the Booking due to force majeure or illness, neither the Talent
nor the Agent will be held in breach of this Agreement or the Booking Form by the Client
but must provide reasonable proof of such force majeure or illness.
6.5 In the event of cancellation by the Talent the Agent may substitute a replacement
Talent, subject to the Client’s reasonable approval.
6.6 Subject to clause 6.4, if the Talent cancels the Booking and a replacement cannot
be supplied under clause 6.5 any part of the Fee paid in advance will be repaid in full
with 14 days of the cancellation.

Meals/Travel/Per Diems/Expenses/Travel Insurance/ Transport
7.1 The Client is responsible for the arrangement and payment for any travel,
transportation and accommodation that may be required for the Talent to provide the
Services unless otherwise agreed in the Booking Form.
7.2 The Client is responsible for all meals and refreshments for the Talent from the time
the Talent leaves their home until they leave the location after the Booking.
7.3 The Client understands and agrees that all children must be given one hour for
lunch on a full day shoot.

Insurance
8.1 The Client will be responsible for the Talent’s health and safety when the Talent is
travelling on behalf of the Client and/or providing the Services. The Client will maintain
adequate insurance cover to cover this obligation to the Talent and will indemnify the
Agent and/or the Talent in respect of any claim by or on behalf of the Talent for any
such loss or damage.

Client Obligations
9.1 The Client agrees to cooperate with the Agent as may be required.
9.2 The Client agrees to refrain from directly or indirectly recruiting any person
represented by the Agent for a period of 6 months following completion of the Services
(unless booked through the Agent).
9.3 The Client agrees to provide adequate breaks for the Talent.
9.4 The Client will provide a suitable area for the Talent and ensures there is an
adequate power supply which meets industry standards if electrical equipment is to be
used as part of the Shoot and/or Show.
9.5 The Client is responsible for ensuring that the venue for the Shoot and/or Show and
any equipment belonging to the Client and used by the Talent comply with reasonable
health and safety regulations.
9.6 If the Talent is expected to wear clothes and/or costumes for the Shoot and/or Show
that are to be provided by the Client they must be clean, dry, pressed and suitable and
fit to wear. The Agency cannot be held responsible if the Talent refuse to wear such
clothing for any reason.
9.7 Where the Talent is expected to change clothing the Client must provide adequate
private dressing facilities with mirrors and running water. The Client acknowledges that
public toilets are not acceptable.
9.8 The Client agrees to treat the Talent politely and in a professional manner.
9.9 The Client will take every reasonable precaution to prevent the Talent being
threatened, verbally abused, or physically abused by the any third party during the
Booking. The Client agrees that if the Talent is threatened, verbally abused, or
physically abused by anyone during the Booking then the Talent will be entitled not to
proceed with the provision of the Services, without penalty, and will remain entitled to
the payment of the Fee in full and without deduction.
9.10 The Client is responsible for ensuring that the location and any equipment
belonging to the Client and used by the Talent comply with health and safety
regulations.
9.11 The Client is responsible for complying with all legal obligations connected with the
Booking of the Talent including:
9.11.1 providing a suitable contract of employment where necessary;
9.11.2 obtaining any work permits or other approvals to enable the Talent to provide the
Services; or
9.11.3 obtaining all visas that may be required for the Talent to provide the Services
prior to the commencement of a Booking.
9.12 If the Client fails to comply with clause 9.11 and the Talent cannot provide the
Services as a result, the Client remains liable to pay the Fee and for any other
expenses that may be payable by the Agent and/or the Talent.
9.13 The Client is responsible for ensuring that a fully stocked first aid box and fire
extinguishers are at the location.

Agent Obligations
10.1 The Agent will supply the Agent’s Services. In addition, the Agent will ensure that
the Talent supplies the Services as specified in the Booking Form. 10.2 The Agent will
ensure that the Talent supplies the Services with reasonable skill and care and to a
reasonable standard and in accordance with recognised codes of practice and statutory
obligations.
10.3 The Agent will take all reasonable steps to ensure that the Talent behaves in an
acceptable manner but the Client agrees that the Agent will not be held responsible for
the conduct of the Talent in respect of either a Booking or any other matter that is the
subject of this Agreement.
11. Changes
11.1 Any changes to the Booking will be subject to these Terms and Conditions.
11.2 If changes are required to the Booking on the day of the event these changes
should be discussed with the Agent where possible, otherwise agreement should be
reached between the Client and the Talent.
11.3 If the Talent is unable to complete the provision of the Services due to a delay in
the start of the Booking and where such delay is no fault of the Talent, the Client will
remain liable to pay the Fee in full and without deduction.
11.4 The Talent is not obliged to finish the provision of the Services where a Booking
has started late due to the Clients actions nor is the Talent obliged to extend the
duration of the Booking.
11.5 If the Talent is required by the Client to extend the length of the Booking, the
Agency is entitled to charge the Client a further fee, based on the usual day rate of the
Talent or the Fee (whichever is the higher) and including a premium for the overtime
worked.
12. Re-engagement of the Talent
12.1 The Client must negotiate all future bookings for the Talent directly with the Agent
for a period of 6 months after the Booking.
13. Complaints
13.1 In case of any dispute between the Talent and the Client relating to a Booking, the
Client will immediately inform the Agent about the disagreement and the Agent will use
reasonable endeavours to resolve the disagreement.
13.2 The Client must inform the Agent immediately during a Booking if there are any
complaints or issues with the Talent. The Agent will deal with those issues and
complaints as soon as practicable.
13.3 Disputes, complaints or issues raised under clause 13.1 or 13.2 cannot be
addressed after a Booking and, when raised after a Booking, do not entitle the Client to
a reduction in the Fee.

Confidentiality
14.1 In this clause, “Confidential Information” means all information exchanged between
the parties (either before or after the date of this Agreement) for or in connection with
the performance of this Agreement, but does not include information which:
14.1.1 is or becomes public knowledge other than by breach of this Agreement or by
any other unlawful means;
14.1.2 is in the possession of a party without restriction in relation to disclosure before
the date of receipt from the other party or prior to that party’s execution of this
Agreement, as the case may be;
14.1.3 has been developed or acquired by a party independently of this Agreement; or
14.1.4 is required by law to be disclosed.
14.2 The Client will keep confidential and will not disclose to any third parties or make
use of any of the Confidential Information, except:
14.2.1 as may be reasonably necessary to enable the Client to carry out its obligations
in relation to a Booking; or
14.2.2 as required by law.
14.3 The Client must ensure that its employees, contractors, servants and agents
comply with this clause.

Termination
15.1 A Booking Form will continue in force until the Services have been provided as set
out in the Booking Form or as mutually agreed in writing by both Parties or until
terminated by either party in accordance with these Terms and Conditions.
15.2 The Client may terminate an Agreement if the Agent fails to comply with any
aspect of that Agreement and this failure continues for a period of four weeks after
written notification of non-compliance is received by the Agent.
15.3 The Agent may terminate an Agreement if:
15.3.1 the Client has failed to make any payment that is due within 4 weeks of the sum
being requested in writing;
15.3.2 the Client commits a material breach of an Agreement and, in the case of a
breach capable of being remedied, fails to remedy it within a reasonable time of being
given written notice from the other party to do so;
15.3.3 the Client commits a material breach of an Agreement which cannot be remedied
under any circumstances.
15.4 Either party may terminate an Agreement if:
15.4.1 the other party passes a resolution for winding up (other than for the purpose of
solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an
order to that effect;
15.4.2 the other party ceases to carry on its business or substantially the whole of its
business; or
15.4.3 the other party is declared insolvent, or convenes a meeting of or makes or
proposes to make any arrangement or composition with its creditors; or a liquidator,
receiver, administrative receiver, manager, trustee or similar officer is appointed over
any of its assets.
15.5 In the event of termination of any Agreement, the Client must pay the Agent the
Fee for all Bookings completed and expenses in relation to any and all Bookings that
were confirmed as at the date of termination.
15.6 Any right to terminate an Agreement will be without prejudice to any other accrued
rights and liabilities of the Parties arising in any way out of that Agreement as at the
date of its termination.
16. Warranty
16.1 Both Parties warrant that they have the authority to enter into these Terms and
Conditions and have obtained all necessary approvals to do so.
17. Limitation of Liability
17.1 The Agent’s liability to the Client, howsoever arising, in connection with the
provision of the Agent’s Services and/or the Services will not exceed the Fee paid in
respect of those Services.
17.2 The Agent will not be liable to the Client for any indirect, incidental or
consequential loss or damage, howsoever arising, in connection with the provision of
the Services.
17.3 The Agent will not be liable for any unauthorized actions of any third parties in
relation to materials created under these Terms and Conditions.

Indemnity
18.1 The Client will indemnify the Agent against all claims, costs and expenses which
the Agent may incur and which arise directly or indirectly from the Client’s breach of any
of its obligations under these Terms and Conditions or under an Agreement.
18.2 Without limiting the generality of clause 18.1, the Client is liable for any and all
medical expenses or any loss or damage to personal property of whatsoever nature that
occurs to the Talent or the property of the Talent during the Booking. Neither the
Agency nor the Talent will bear responsibility in respect of any illness, accident, loss or
damage of whatsoever nature that may occur during the Booking.

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

Assignment
20.1 The Client will not be entitled to assign any rights or obligations or in any way
delegate its duties under an Agreement or under these Terms and Conditions:
20.2 unless to an End User, in which case the End User must comply with the
Agreement in question: or
20.3 without the prior written consent of the Agent.

Severance
21.1 If any part of these Terms and Conditions or an Agreement is held to be invalid,
illegal or unenforceable for any reason by any court of competent jurisdiction, that
provision will be severed and the remainder of the provisions will continue in full force
and effect as if these Terms and Conditions of that Agreement had been agreed with
the invalid, illegal or unenforceable part eliminated.

Waiver
22.1 The failure by either party to enforce at any time or for any period any one or more
of the Terms and Conditions or an Agreement will not be a waiver of them or of the right
at any time subsequently to enforce all Terms and Conditions or all of the Agreement.

Notices
23.1 Any notice to be given by either party to the other may be served by personal
service or by post to the address of the other party given in the Booking Form or such
other address as such party may from time to time have communicated to the other in
writing, with a copy sent by email. If given by letter it will be deemed to have been
served at the time at which the letter was delivered personally or if sent by post will be
deemed to have been delivered in the ordinary course of post.

Entire Agreement
24.1 These Terms and Conditions, along with the Booking Form and the Local
Purchase Order comprise the agreement between the parties and, together, supersede
any previous agreements, arrangements, documents or other undertakings either
written or oral.
24.2 If there is a conflict between any of the Local Purchase Order and/or the Booking
Form and/or the Terms and Conditions, the Terms and Conditions will prevail over all
three and the Booking Form will prevail over the Local Purchase Order.

Governing Law and Jurisdiction
25.1 These Terms and Conditions will be governed by the laws in force in the Emirate of
Dubai. The Parties submit to the non-exclusive jurisdiction of the courts of the Emirate
of Dubai.