FACES THE AGENCY – TERMS & CONDITIONS

These Terms & Conditions ("Terms") apply to all modelling, talent and related services provided by Faces The Agency ("FACES", "we", "us" or "our") to any client ("Client", "you" or "your").

By confirming a booking with FACES, you agree to be bound by these Terms. A booking may be confirmed by email, written communication, booking confirmation, purchase order or any other written confirmation accepted by FACES. These Terms apply together with the specific booking details agreed in writing, including the talent, date, location, hours, fees and usage.

1. BOOKINGS

1.1

FACES provides modelling and/or talent services in accordance with the booking details agreed with you in writing ("Booking").

1.2

We will use reasonable endeavours to provide talent who meet the requirements and specifications of the Booking. Talent availability is not guaranteed until the Booking has been confirmed in writing by FACES.

1.3

The Booking details, including talent, date, location, working hours, fees, usage, deliverables and any specific requirements, will be as agreed in writing.

1.4

Any material change to a confirmed Booking, including changes to hours, location, duties, usage, deliverables, exclusivity or the nature of the work, must be approved by FACES in writing and may result in additional fees.

2. CLIENT RESPONSIBILITIES

2.1

We will provide talent who, to the best of our knowledge, are suitable for the agreed Booking.

2.2

You must provide a complete and accurate brief before the Booking, including the nature of the work, location, working hours, usage, wardrobe, products, treatments, physical requirements and any other relevant information.

2.3

You must not require or permit talent to undertake work that materially differs from the agreed brief without FACES' prior written approval.

2.4

You are responsible for providing a safe, professional and appropriate working environment and complying with all applicable health and safety requirements.

2.5

Talent will not be required to undertake activity they reasonably believe to be unsafe, inappropriate, materially different from the agreed brief or contrary to their agreed terms. Talent may withdraw from a Booking where they reasonably believe their safety or wellbeing is at risk.

2.6

You are responsible for ensuring that your employees, contractors and other third parties involved in the Booking comply with these Terms and the agreed Booking.

3. FEES AND PAYMENT

3.1

You must pay the fees agreed in writing for the Booking. Unless expressly stated otherwise, agency fees, talent fees, usage fees, expenses and applicable taxes are payable in addition to one another.

3.2

Unless otherwise agreed in writing, all FACES invoices are payable within 30 days of the invoice date.

3.3

Invoices must be paid in full without deduction, withholding, set-off or counterclaim, except where required by law.

3.4

If you genuinely dispute an invoice, you must notify us promptly and before the payment due date, giving full details of the dispute. You must pay any undisputed amount by the due date.

3.5 — LATE PAYMENT

If an invoice is not paid by the due date, FACES reserves the right to charge statutory interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with any applicable statutory compensation and reasonable debt-recovery costs. Interest and recovery costs will continue to accrue until payment is received in full.

3.6

If an invoice remains overdue, FACES may suspend or decline further services or bookings until all overdue amounts have been paid in full.

3.7

Our rights to charge interest and recovery costs are in addition to any other rights or remedies available to us.

4. USAGE AND IMAGE RIGHTS

4.1

Unless otherwise agreed in writing, usage of any images, video or other content featuring FACES talent is limited to the 12-month period commencing on the first date of relevant usage, and only for the platforms, territories, media and purposes agreed in writing.

4.2

Any usage outside the agreed scope, including additional territories, platforms, media, duration, paid advertising, whitelisting, boosting, retail, packaging, point-of-sale, PR, broadcast or other commercial use, requires FACES' prior written approval and may incur additional usage fees.

4.3

You must not transfer, sell, license, sublicense or otherwise permit a third party to use content featuring FACES talent outside the agreed usage without our prior written consent.

4.4

You must not materially alter, manipulate or use images or recordings of talent in a defamatory, misleading, discriminatory or otherwise inappropriate manner.

4.5

Copyright in photographs, video or other creative content remains with the relevant rights holder unless otherwise agreed. Your right to use content featuring FACES talent is strictly limited to the usage agreed with FACES.

4.6

You are responsible for removing or ceasing use of content featuring FACES talent when the agreed usage period expires.

5. CANCELLATION, CHANGES AND OVERTIME

5.1

Any cancellation or postponement of a confirmed Booking must be communicated to FACES in writing as soon as reasonably practicable.

5.2

If you cancel or postpone a confirmed Booking, FACES may charge reasonable cancellation or postponement fees reflecting fees and costs already committed or incurred in connection with the Booking, including talent fees, production costs and non-refundable expenses. Any applicable cancellation terms agreed in the Booking confirmation will take precedence.

5.3

If a Booking runs beyond the agreed working hours, additional overtime fees may apply and will be payable by you.

5.4

If you materially change the agreed brief, location, hours, usage or requirements after confirmation, FACES may revise the applicable fees subject to your approval.

6. TALENT RIGHTS, AVAILABILITY AND SAFETY

6.1

FACES represents the talent supplied for the Booking and may approve or decline material changes to the Booking on their behalf.

6.2

Nothing in these Terms requires FACES or any talent to participate in work that is unsafe, unlawful, discriminatory, materially different from the agreed brief or reasonably considered inappropriate.

6.3

FACES is not responsible for a talent's inability to attend or complete a Booking due to illness, injury, emergency, unforeseen circumstances or other circumstances outside our reasonable control. Where reasonably possible, we will use reasonable endeavours to provide a suitable replacement.

7. CONFIDENTIALITY

7.1

Each party will keep confidential commercially sensitive or confidential information received from the other in connection with a Booking and will not disclose it except where required by law or reasonably necessary to perform the Booking.

7.2

This obligation continues after completion or termination of the Booking.

8. LIABILITY

8.1

Nothing in this Agreement shall exclude or limit liability where such exclusion or limitation is prohibited by law.

8.2

Subject to clause 8.1, FACES will not be liable for indirect or consequential loss, including loss of profit, revenue, business, goodwill or anticipated savings arising from a Booking.

8.3

To the extent permitted by law, FACES' total liability arising from a Booking will be limited to the total Agency fees paid or payable to FACES for that Booking.

9. SUSPENSION AND TERMINATION

9.1

These Terms apply from the point a Booking is confirmed and continue until all obligations relating to that Booking have been completed.

9.2

FACES may suspend or terminate a Booking where you materially breach these Terms, fail to make payment when due, provide materially inaccurate information or create an unsafe or inappropriate working environment.

9.3

Suspension or termination does not affect rights or obligations that arose before termination, including your obligation to pay outstanding fees.

10. FORCE MAJEURE

10.1

Neither party will be liable for failure or delay caused by circumstances beyond its reasonable control, including serious illness, accident, natural disaster, government action, industrial action, transport disruption, civil emergency or other force majeure events.

10.2

Where a Booking cannot reasonably proceed because of such circumstances, FACES will use reasonable endeavours to agree an alternative arrangement with you.

11. GOVERNING LAW

11.1

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

11.2

The courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, subject to any mandatory rights available under applicable law.

12. GENERAL

12.1

These Terms, together with the relevant Booking confirmation and any specific rates, usage terms or other written terms agreed with you, form the agreement between FACES and the Client in relation to the Booking.

12.2

Any amendment to a confirmed Booking must be agreed in writing. FACES may update these website Terms from time to time, but any change will not retrospectively alter a Booking that has already been confirmed unless agreed with you.

12.3

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

12.4

No failure or delay by FACES in exercising any right or remedy will constitute a waiver of that right or remedy.

12.5

If there is a conflict between these Terms and specific terms expressly agreed in writing for a Booking, the specific Booking terms will apply to the extent of the conflict.

12.6

These Terms are intended primarily for business clients. If you are a consumer, nothing in these Terms affects any statutory rights that cannot legally be excluded or limited.