1. General conditions

 

1.1

As far as parties have not deviated from these conditions explicitly and in writing, these general terms and conditions apply to all quotations and agreements between the client and the by P- Agency introduced (photographer’s) models / talents / cosmeticians / stylists / photographers / individuals (hereinafter: “The Model”) for whom P- Agency mediates.

 

1.2-

By concluding a contract, the client is considered to know and accept these terms and conditions and automatically renounces his proper conditions.

 

1.3-

In the event one or more of the provisions of these conditions is declared ineffective because unfounded in law, the remaining provisions will not be affected and such will not involve the nullity of the agreement.

Both parties are deemed to have agreed a valid replacement clause, which comes as close as possible to the meaning and scope of the invalid clause.

 

2- Quotations

 

2.1-

All quotations by P- Agency are free of obligation. Quotations are valid for a period of 30 days, after which they elapse automatically. To turn a quotation into a contract, the Client's written acceptance is required. Prices in the quotations are always subject to verification.

 

 

3- Rates

 

3.1-

Services provided by the Model in the interest of the Client, are laid down by P- Agency and are invoiced on the basis of an hourly rate (in exceptional cases), overtime rate, a half day rate or a day rate.

 

3.2

All rates and  surcharges are inclusive of agency fees and exclusive of VAT.

 

3.3-

A day rate is due from bookings of maximum 8 consecutive working hours between 7 a.m. and 11 p.m..

An hourly rate as well as an overtime rate is charged on the basis of the then applicable standard hourly rate of the Model.

A half day rate means: 4 consecutive hours, which in any case take place between 7 a.m. and 11 p.m. 

Hourly rate: this is the minimum rate charged for each booking, and a minimum surcharge of €50, exclusive of VAT will be invoiced.

Parts of an hour are always rounded to an hour.

Unless the hourly rate or daily rate have been expressly agreed upon, the daily rate will be invoiced, regardless of the time the Model has been available for the Client.

 

3.4-

With respect to compensation for activities in preparation of shooting, like repetitions, final fitting etc., the first two hours are calculated at 50% of the agreed hourly rate. For all additional hours the entire agreed hourly rate will be charged.

 

 

3.5-

Unless otherwise agreed, travelling and accommodation expenses of the Model who lives or resides in Belgium, for bookings that take place within Belgium, must be paid in full by the Client, calculated on the basis of the price of second class tickets of public transportation or an allowance per kilometre from the place of residence to the place of work in case a private car is used.

 

The same applies for travel and accommodation expenses of the Model for bookings abroad. Expenses for travel abroad must be paid by the Client in advance.

 

Travelling expenses incurred by a person accompanying a minor of 16 years or younger and by the child itself must be compensated by the Client.

 

3.6-

Furthermore, the Client will, at his own expense, bear the cost of accommodation and meals of models and other staff. Clothing and working material etc. is made available by the Client at his own expense, in agreement with P- Agency.

 

4- Surcharges

 

4.1-

Surcharges apply in the following cases: These rates will be made known to the Client by P- Agency on request.

Activities which take place between 11 p.m. and 7 a.m. will be charged at twice the applicable hourly rate of the Model in question.

 

4.2-

In case a surcharge for a certain period of time is due, the Client must pay the entire surcharge, regardless whether the facility or material is used the whole time.

 

4.3-

The surcharge and related period of time apply from the moment of use or date of publication, unless expressly otherwise agreed upon with P- Agency.

 

 

5- Unauthorised use of material

 

5.1-

Recording (photograph, video, audiotape) of the work and the Model is allowed only subject to a prior written consent by P- Agency that maintains all intellectual property rights (portrait rights, distribution rights etc.).

 

5.2-

Without the prior written consent of P- Agency, the Client is not authorized to use the material for any another purpose than agreed in advance. Any use which deviates in terms of dimensions, design, duration, medium, geographic scope or otherwise, from what has been convened between P- Agency and the Client, is strictly forbidden. Naturally, for any additional use that is subsequently approved by P- Agency in writing, additional rates and / or surcharges apply. In case the Client uses material without the prior written approval by P- Agency, the Client must pay P- Agency a fine of 3 times the applicable rate which would have been charged if P- Agency had been informed in due time of the intended use; this leaves unaffected the liability of the Client vis-à-vis possibly aggrieved third parties.

 

 

5.3-

The compensation for damage is determined to be 300% of the evaded fees and equals minimum 125€ per photo.

6- Options, booking and booking agreements

 

6.1-

The booking confirmation (e-mail) drawn up by P- Agency, sent to the Client, and containing the specifications and stipulations regarding exclusivity, are binding between the parties. This booking confirmation must be signed by the Client or his representative and must be in possession of P- Agency before the start of the moment of the booking. In principle, every model reserves the right to turn down an assignment.

 

6.2-

A booking can only be invoked against P- Agency if the agency has received in return the confirmation of the assignment, which it had sent to the Client, at least 24 hours prior to the shooting signed “for approval” by the latter.

 

6.3-

Any option that is not confirmed 48 hours prior to the shoot, will be considered cancelled. For options relating to assignments abroad a time-limit of 72 hours prior to the assignment applies. Unless otherwise agreed in writing, an option automatically expires in case it is not confirmed in due time.

 

6.4-

Bookings prevail over options, upon consultation with the one who requested the first option. The first optant will decide whether he still wishes to convert his option into a booking.

 

6.5-

Furthermore, regarding the duration of the assignment, the stipulations on the work sheet, signed by the Client or his representative, apply. In case the work sheet is incomplete or missing, the invoice will be valid.

 

6.6-

Models are proposed subject to availability and are in no way binding for P- Agency, that can designate a replacement at all times.

 

6.7-

Saturdays, Sundays and Belgian bank holidays are not taken into account to determine the cancellation period.

 

 

7- Cancellation costs and reallocation of assignments.

 

7.1-

In case the Client terminates the assignment,  prior to the agreed booking time, the expenses listed below will be charged.

 

The time the notification is received by e-mail at the e-mail address of the booker of P- Agency in question, will serve as a basis. Cancellation costs also apply in case the Client cannot be blamed in any way for the cancellation;

a. No expenses except for travel and accommodation: Cancellation at the latest 48 hours prior to the start of the moment of the booking of models who live or reside in Belgium. Cancellation at the latest 72 hours prior to the start of the moment of the booking of models who live or reside abroad;

b. 50% of the full rate plus travelling expenses and possible surcharges: Cancellation at the latest 24 hours prior to the start of the moment of the booking of models who live or reside in Belgium and abroad;

c. 100% of the full rate plus travelling expenses and possible surcharges: Cancellation less than 24 hours prior to the start of the moment of the booking.

 

7.2-

In the case of multiple bookings the period of notice will be as long as the duration of the moment of the booking, with a minimum of two full working days. The period of notice must be entirely prior to the start of the moment of the booking. In case of cancellation in the short term, the Client owes the full amount plus possible surcharges and travelling expenses.

 

7.3-

In case of cancellation the Client owes a lump-sum cancellation fee and subject to the explicit possibility to claim a higher compensation for damage if proven.

 

7.4-

In case the Client wishes to relocate the assignment to another date than agreed with P- Agency and unless expressly agreed otherwise, P- Agency cannot guarantee that the same model can carry out the assignment. P- Agency will do its utmost to provide another available Model for the relocated assignment. In all cases, the Client is obliged to comply with the agreed assignment and related conditions, despite the fact that he has a new assignment on a date approved by P- Agency.

 

7.5-

Furthermore, P- Agency reserves the right to consider the agreement as dissolved by operation of law and without prior notice of default at the responsibility of the Client in the case of bankruptcy, judicial reorganisation, collective debt settlement or manifest insolvency of the Client. Mutual debt claims will then by operation of law be compensated on the basis of the smallest amount and the resulting balance will be immediately due and payable.

 

7.5-

P- Agency reserves the right to refuse or terminate assignments with content that runs counter to any legal stipulation or other governmental regulation, even in the case the assignment has been accepted or confirmed.

7.6-

Moreover, P- Agency reserves the right at all times, to refuse or terminate assignments of which contents run counter to the good reputation or the interests of P- Agency.  P- Agency is then entitled to a full compensation of costs already incurred for the activity and can in that case not be held liable for damages resulting from the non-execution, c.q. premature termination of the activity.

 

7.7- 

Should the Client, for any reason whatsoever not be able to comply with the agreement, P- Agency reserves the right:

(1) to suspend execution of the agreement for the duration of the impossibility or

(2) to terminate the agreement, at the expense of the Client, with compensation for damage fixed at 50% of the price of the agreement. 

 

 

8- “Beautiful weather” Booking

 

8.1-

In case the Client has explicitly agreed with P- Agency that the booking is only applicable with certain weather conditions, the Client will have the right to cancel a similar booking without owing any fees or expenses. In the event of a second cancellation the Client will owe 50% of the amount due. Subsequently, in case of cancellation, the Client will owe the total amount, regardless of the time elapsed since the previous cancellation.

 

8.2-

For a Model coming from abroad, or a premium Model, or a model booked by a foreign agency, cancellation due to weather conditions will not be accepted under any circumstances.

 

 

9- Payment

 

9.1

All invoices still outstanding on the due date, will by operation of law and by expiry of the period set forth, without  notice of default, be subject to a 10% supplement by way of fixed and conventional compensation, with a minimum of 50€.  In addition, by operation of law and without notice of default a late payment interest will be charged of 10% of the invoice from the expiry date of the invoice.

 

The acceptation of bills of exchange or cheques does not imply a debt roll-over and is in no way detrimental to the applicability of the general conditions.

Setoff and any other form of settlement is not allowed unless explicitly approved in writing in the agreement.

 

In the event of non-payment the right is reserved to discontinue or stop upcoming services. The Client may not withhold payment from P- Agency for whichever reason.

 

 

10- Liability

 

10.1- Client and Model explicitly declare to be aware that P- Agency merely acts as a mediator and therefore cannot be held liable in any way:

 

A.           In case one of the parties does not comply with his obligations

B.           For payment, among other things, of social security contributions

 

 

10.2- P- Agency is not liable for damage, as a result of whatever cause, unless to the extent the law or these conditions compellingly stipulate otherwise and unless to the extent it involves non-excludable intention or gross negligence.  P- Agency is not liable for damage to items, caused by the Model or the accompanying persons of the Model. Neither is P- Agency liable for damage, which may have been incurred, in the event the booked Model does not or only partly comply with an appointment, unless (gross) negligence by P- Agency is involved. P- Agency  will not, under any circumstances, be liable for any (alleged) damage  suffered by the Client in the event of ‘no-show’ and /or illness at the agreed assignment or casting, cq audition of the Client. Naturally, in case of a no show the agreed P- Agency rate for the Model in question will not be charged by P- Agency.

 

P- Agency, will not, under any circumstances, be liable for any direct, indirect, material or immaterial, alleged damage, consequential damage, loss of profit and other company damage which may be suffered by the client. This refers to damage as a result of liability of the Client with respect to third parties. Regarding intention or gross negligence the burden of proof lies with the Client.

P- Agency will not be liable vis-à-vis the Client for damages caused by itself, by its employees, its mandatories or agents to materials which are the subject of a contract or of materials to be found at the contract location.

Should P- Agency in this respect be held liable vis-à-vis third parties, the Client will be obliged to indemnify P- Agency against claims. 

 

Neither will P- Agency be held liable for compensation for damage which may be claimed by third parties, in respect of the infringement of rights owed to those third parties, explicitly including the rights of industrial and intellectual property.

10.3-

P- Agency can only be held liable vis-à-vis the Client for serious infringements or intentional misconduct, and only to the extent of a causal relationship to the alleged damage. Any liability claim against P- Agency must be  initiated within 3 months from the event which caused the claim, it being understood that all rights will be forfeited at the expiry of this time-limit.

The liability which could affect P- Agency, is in any case limited to either the re-execution of the work, free of charge, or a refund of received amounts, at the discretion of P- Agency. Damage and loss of production, loss of time, loss of profit, damage to third parties, etc. will therefore under no circumstances be eligible for compensation by P- Agency.

In case P- Agency is held liable for damage, the compensation for damage cannot exceed the amount that would be invoiced for that specific Model and assignment. Furthermore, the right for compensation for damage expires by operation of law, in case de Client does not notify P- Agency in writing within 2 working days from the initial damage.

 

The liability of P- Agency will in all circumstances be limited to the amount that is paid under the insurance policy of P- Agency.

 

 

10.4-

The Client is liable towards the Model and /or P- Agency for all direct or indirect damage resulting from an assignment or that is caused by non-compliance of a stipulation in the agreement and/or these general conditions.

For his own risk and with respect to the Model and/or third parties and/or material to be used, the Client will take out the necessary insurance policies in the framework of the work to be carried out, taking care that the Model of P- Agency and/or third parties and/or the material to be used are covered in the insurance policies in question. The Client will submit proof thereof on request by P- Agency.

 

10.5-

The Client indemnifies P- Agency for all the costs, damages and interests, which may arise as direct or indirect result of legal actions, which are initiated by third parties, including the Model provided or involved by P- Agency in the framework of the execution of the agreement, due to an act or omission to act by the Client himself, his Model or involved third parties; under the agreement the Client is obliged to accede to a request for indemnifation made by P- Agency.

 

10.6-

P- Agency cannot be held liable for damage, of whichever kind, caused by no-show or illness of the Model.

P- Agency will do its utmost to find a replacement as soon as possible.

10.7-

P- Agency will not be liable for any commitment, in whichever form by the Model of P- Agency towards the Client.

 

 

11- Complaints regarding the Model / refusal

 

11.1- P- Agency will not be liable for the provided Model who does not appear to meet the expectations of the Client, unless the Client proves there is question of deliberate recklessness by P- Agency when recruiting the provided Model.

 

11.2-

In the event of a complaint by the Client regarding the Model, the parties will discuss the claim of P- Agency. The Client will submit the complaint to P- Agency without delay and if possible supported by the necessary evidence.

The Model will either be refused by the Client without delay or sent away.

 

11.3-

The complaint must be received in writing (per e-mail or registered mail) by P- Agency at the following addresses:

 

 

Roby Opalfvens.

Priemstraat/ Rue du Poinçon 51- bus 152

1000 Brussels

Belgium

info@personal-agency.com

 

12- Assignment

 

12.1-

The Client is not entitled to assign all or part of the rights and obligations arising under the agreement to a third party, except with the prior written consent of P- Agency.

 

13. Multiple parties


13.1-

In the event an agreement is signed between P- Agency on the one hand and two or more parties on the other hand, each of these parties will be severally liable for the complete fulfilment of the agreement.

 

 

14- Non-competition clause


14.1-

The Client will not have the right to communicate with, casu quo make commitments to the Model, of which the Client could have known that these should have taken place via P- Agency.

 

14.2-

The Client will not be allowed to inform the Model in writing or orally of rates, procedures, conditions or whichever part of the agreement concluded between P- Agency and the Client.

 

 

 

15- Model Promotion

 

15.1-

P- Agency will at all times have the right to ask favourable testimonials regarding completed work and to use those for PR purposes.

 

15.2-

P- Agency will have the right to distribute photo, film and video material showing the Model, among potential clients.

Moreover, P- Agency will have the right to make this material of the Model public through its own internet site or through publications for potential clients. The provisions of this article will therefore apply, no authorization by the Model or the Client being required.

 

 

16- Dispute settlement

 

16.1-

All legal relations between the Client and P- Agency will be governed by the laws of Belgium.


16.2-

All disputes resulting from agreements concluded with P- Agency to which these conditions apply in part or in their entirety or future agreements which may arise from them, will be settled exclusively by the competent judge in Brussels, unless P- Agency should approach another judge. The parties agree with the applicability of the law of evidence in commercial matters.