- GENERAL REMARKS
1.1. The following provisions (hereinafter referred to as the “Terms and Conditions”) are intended to govern the legal relations between models, Le Management Society and the respective Clients in a binding manner, unless other agreement have been expressly made for specific cases
1.2. Any Booking Agreement entered into with Le Management Society is subject to the provisions of these Terms and Conditions. Le Management Society shall make declarations to the Client in the name and on behalf of the model. Such agreement shall hereinafter by referred to as the “Booking Agreement”.
1.3. Upon confirmation of the Booking Agreement, Le Management Society will provide the Client with a booking confirmation, containing the specific terms of the booking. The failure to object to the booking confirmation, whilst proceeding with the Booking Agreement will be deemed to be an acceptance by the Client of the Terms and Conditions and they shall apply to and govern the Booking Agreement between Le Management Society and the Client.
1.4. These Terms & Conditions takes precedence over any other agreement between made between Le Management Society and the other party, including but not limited to other service contracts. In case of discrepancy, the Booking Agreement and the Terms and Conditions takes precedence. In case of discrepancy between the Booking Agreement and the Terms and Conditions, the Booking Agreement takes precedence.
Unless otherwise agreed, any reference made in the Agreement Booking and the Terms and Conditions shall have the following meaning:
2.1. “Client”: Is a reference to any person, legal entity or representative that is entering into a Booking Agreement with Le Management with the intention of procuring any of Le Managements offered services.
2.2. “Material”: All images, still and/or moving, also including behind the scene shots that originates from a specific session in which a model or makeup artist from Le Management is recognizable. Any sound recorded on set is regarded as part of the material.
2.3. “Session”: Collective reference to the actual period of time, in which the photoshoot, recording of any material, shows or representations takes place.
2.4. “Option”: Options are reservations subject to a binding date.
2.5. “Confirmed”: Any options that have been confirmed shall be considered binding for both parties. At the client’s request, Le Management must confirm them in writing without delay, indicating essential details.
2.6. “POS” and “point of sale”: POS is limited to use of material in stores owned by licensee, or shopping complexes or buildings that include licensee’s stores. This does not include material in windows, on the front of the door, on banners hung on the store etc. If the store is located in shopping complexes, the shopping complex will be perceived as outside.
2.7 “Outdoor”, “OOH”, “Out of Home”: Outdoor includes the use of the Material outside the areas of the Clients position of sales. It is limited to use outside physical store, this could be, but is not limited to, billboards, posters at bus stops, material printed and put directly on busses or in windows etc.
2.8. “Online”: Includes the right for Client to use the material online on any web pages owned by Client, such as web sites, blogs etc. This does not include third party banners and Social Media.
2.9. “Catalogue”: Include the right to use the material in physical and printed catalogues. Client is only allowed to use the material for physical and printed catalogues owned and made by Client.
2.10. “Digital catalogues”: Include the right to use material in Clients digital catalogues. This includes but is not limited to; digital catalogues in its core meaning, as well as showcasing of the digital catalogues at monitors in licensee’s store or showcasing of the digital catalogues in stores that keep licensee’s brand.
2.11. “Advertising”: Include the right to use material POS, OOH, Online, Social Media, Catalogue and Digital catalogues freely and unimpeded in advertising for the Client. This also includes the right to show the material in catalogues from third parties.
2.12. “Print”: Include the right for licensee to use the materials in printed versions such as flyers, postcards and business cards etc. This is limited to print in store, which prevents use OOH.
2.13. “E-com”: Include the rights to use the material for licensee’s ecommerce, such as web shop or Instagram business where it is possible to shop directly from the picture. This does not include the right to use the material for banners and other digital use.
2.15. “Social Media”: Include the right to use material on Social Media owned by licensee such as but not limited to; “Youtube”, “Facebook”, “Instagram”, “Twitter”, etc.
2.14. “Cinema”: Include the right to use material in commercials before movies at the cinema in agreed upon areas.
2.15. “TVC” and/or “TV commercial”: Include the right to use the material for TV and commercials in accordance with what the material is created for.
2.16. “Full Buyout”: Include the right to use the material in all media aspects in accordance with what the material is created for.
2.17. “Internal usage”: This is limited to in house physical use as well as online use with a limited access for employees, which could e.g. be for training purposes. It does not include the right to use it in a way that makes it public to people or entities outside the company.
2.18. “BTL”, “Below the line”: Include all the above-mentioned terms apart from TV, Billboard, Print and Cinema.
2.19. “ATL”, “Above the line”: Include all above-mentioned medias.
3. COMPANY INFORMATION
3.1. Le Management Society is a Danish company with VAT-number 39261235 with its principal offices at Aaboulevarden 52, 2- 4th floor, 8000 Aarhus C, Denmark hereinafter referred to as “Le Management”.
4. HANDLING FEE & VAT
4.1. Agreed upon prices include Le Management’s commission but is excluded a handling fee of 50 DKK
4.2. In compliance with the Danish Fashion Ethical Charter, a health and well-being fee of 75 DKK is added to the invoice.
4.3. VAT is added to the total sum of the entire invoice.
5. THE DANISH FASHION ETHICAL CHARTER
5.1. Le Management is part of the Danish fashion ethical charter to secure young model’s health and well-being. Behind the project is Denmark’s eight biggest model agencies, Landsforeningen mod Spiseforstyrrelser og Selvskade, Danish Fashion Institute Copenhagen Fashion Week and Dansk Mode og Tekstil.
6. CUSTOMERS OBLIGATIONS
6.1. The customer shall ensure that the 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.
6.1.2. Furthermore, the Client must ensure that no one imposes upon the model any action or activity which is either dangerous, degrading, unprofessional or demeaning to the model.
6.2. The Client must provide the model with an appropriate changing and dressing area to ensure that the model can prepare for the provision of the services and also maintain his/her privacy.
6.3. The customer is prohibited from asking the model to sign documents without previous written consent from Le Management.
6.4. The Customer is prohibited from taking nudity pictures of the model without written consent from Le Management. Nude, semi-nude, see-through, bathing suit or lingerie photography require the express prior written approval from the Le Management. The use of the model’s image must not be pornographic, derogatory, or a cause of ridicule or embarrassment to the model. The image must not be altered or distorted. Subject to the above restrictions, behind-the-scenes filming is permitted on condition that the model is hair-and-make-up ready. The Client shall ensure that the model is treated with respect and professionalism and that the Client takes all steps necessary to ensure that the safety, health and wellbeing of the model is protected and maintained at all times whilst providing services to the Client. Such steps shall include without limitation.
7.1. Any options of models and/or makeup artists that has been confirmed by a Client requires full payment of the agreed upon fee. Payment is subject to the provisions of these terms, cf. article 19.
7.2. If the model should make the cancellation, Le Management shall make every effort, even calling in another agency if necessary, to find an adequate substitute for the Client.
8. LIMITED LIABILITY
8.1. In the event that Le Management is unable to live up to the obligations under the Booking Agreement, or in any other way is in breach with the Booking Agreement, the total liability cannot exceed an amount higher than the booking fee as well as any incurred travel expenses.
8.2. Le Management cannot be held liable for: loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings; product recall costs, failure by the model to attend a booking for whatever reason; damage to the Client’s reputation; or consequential, special or indirect loss or damage; even if the Le Management has been advised of the possibility of such loss or damage.
9. MODEL’S APPEARANCE
9.1. Physical specifications and look of the model shall be those that may reasonably be identified from the principal materials or images relating to the Model most recently disclosed by Le Management to the Client.
9.2. Prior to each Session, the Client shall have the right to judge in good faith whether the Models appearance conforms with the booking. Should the Client judge that the Models appearance is not consistent with the booking and should it not be possible, as the case may be, to have the Model in a condition that is consistent with what is to be expected after the booking, within a term which permits the Session to take place in accordance with the Schedule, the Client is required to immediately inform Le Management of this. Le Management retains the right to, within a reasonable timeframe, that does not postpone the Session in a substantial manner, to find a substitute to the Model.
9.3. The Client may not materially change the Model’s appearance without the models and Le Managements prior approval.
10. RIGHTS LICENSED
10.1. If nothing else is agreed upon, all Bookings include the rights to use the material on the Clients own homepage and catalogue.
10.3. If the material is to be used in a further extent than mentioned above this must be agreed upon explicitly and in writing with Le Management.
10.4. Any booking is personal to the Client and therefor the Client may not without written approval from Le Management assign its rights hereunder to any third party that being company, legal entity or person. Any utilization of rights before the agreed amount has been fully paid shall be prohibited.
11. LICENSED TERM
11.1. Any licensed rights are valid for a term of six (6) months unless otherwise agreed.
11.2. The Licensed Term commences from the first actual use of the material. If the rights owner has acquired multiple rights for different usages, the term commences for the collective of rights from the first commercial use of any of the rights.
11.3. After each respective Licensed Term, the Client shall refrain from exploiting the Materials. Client is obligated to take any reasonable steps to ensure removal of materials and easing of use of the Materials upon expiry of the Licensed Term.
11.3.1. Client is not responsible for removing material that has been posted on social media platforms, such as, but not limited to Instagram and Facebook, or in press related publications, but is not entitled to repost or post any material past the expiry date of license term.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. For the avoidance of doubt, notwithstanding anything in the booking confirmation form or these Terms and Conditions, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that Le Management and the model may use the images resulting from any booking in any form whatsoever, solely in order for the model and Le Management to promote the model and in the search of future job opportunities for the model. The model and Le Management acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the booking confirmation form and these terms and conditions.
12.2. The photographer and/or the Client and anyone obtaining rights from or through the photographer/Client is not entitled to use any images for any usage beyond that agreed or permitted under section 10 & 11: The Client will procure that the photographer/Client agrees to restrict the use and exploitation of the copyright content of the photograph or any other intellectual property rights. If the Client is not the photographer, the Client shall draw all these Terms and Conditions to the attention of the photographer and procure his agreement to them before the shoot commences.
12.3. All rights not expressly granted to the Client under these terms and conditions are hereby reserved to the Le Management and/or the model as appropriate. In particular, the Client acknowledges and agrees that Le Management is the owner or licensee holder of all commercial rights and intellectual property rights relating to the model and Le Management 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 Le Management other than the rights specifically granted to the Client under these terms and conditions.
13.1. Unless otherwise agreed upon, any rights licensed, is only eligible for use in a territory delimited by the borders of the Kingdom of Denmark. If the Client is part of an international group or concern, the utilization of rights is not granted for any subsidiaries or parent companies in additional territories, unless otherwise agreed upon.
14. INELIGIBLE USAGE
14.1. The Client is responsible for any unauthorized utilization of the rights granted to them. This is including rights licensed, term and/or a breach of territory. In the event of an unauthorized utilization should take place by the Client, Le Management will determine a suitable compensation such usage. Any compensation will be based on the market price for the unauthorized usage.
15. LIABILITY ON SET
15.1. Any props, clothing or accessories that is used on set during the session happens at the Client’s instructions and responsibility.
15.2. Client is liable for any props, clothing or accessories that has been procured on the Client’s request and can’t be returned to the company from which it was purchased.
16.1. The Client must provide adequate levels of insurance cover to safeguard the health and safety of the model whilst the model is delivering the services as well as travelling to and from the Client’s venue as if he/she was an employee of the Client.
16.2. Furthermore, the Client must take out an appropriate insurance policy for models involved in particularly hazardous shoots. If Le Management was not expressly informed of the hazard at the time of the booking, the model shall be entitled to refuse performance and shall receive the entire fee agreed upon in the Booking Agreement.
17. DELAYED FLIGHTS & FORCE MAJURE
17.1. An event of “Force Majeure”, as such term is used herein, shall mean any event of an act of nature, strike or threat of strike, fire, adverse climatic conditions, war, insurrection or mob violence, requirement or regulation of any government, breakdown of plant or equipment or any other disabling cause which is beyond reasonable control of both parties. Le Management cannot be held responsible for any direct or indirect damages due to a Force Majeure event.
17.2. Le Management is not liable for delayed and/or canceled flights. Upon receipt, the Client must cover any additional costs related to the delayed or canceled flights. The Client retains the right to refuse the additional costs and cancel the Session(s) due to the delayed and/or canceled flights but is nevertheless obligated to pay the full fee for the agreed Session.
18.1. If nothing else has been agreed upon, Client shall cover travel expenses. Models or Make-up artists residing at, or not traveling to, the location shall not receive a refund for costs of overnight stays or accommodations.
18.1.1. Models or Make-up artists that is to travel by car to the agreed location, the Danish state’s official kilometer rate is applicable.
18.2. Any transit to location that is requested by the Client which exceeds 1 hour in length, is subject to a transportation fee of 285 DKK per hour or part of, not including the initial hour.
19. WORKING HOURS
19.1. The working hours shall begin when the model meets the Client at the agreed location and the agreed time. Preparations such as makeup and hairstyling shall count as working hours.
19.2. Unless otherwise agreed, the working hours for a session by the day shall amount to eight (8) hours, for a half-day booking, four (4) hours. The working hours for a session must be placed within the time frame of 0800 hours’ local time and end no later than 1800 hours’ local time. For sessions that amounts to a full day, Clients must include at least a 30-minute paid lunch break.
19.3. Travel together with the Client form the hotel to the place of work (location) and back again shall be included in the working hours. Travel time amounting to a maximum of one hour per day shall be considered a favor and not put to account.
19.4. Overtime shall be remunerated at 17% of the agreed daily shoot fee for each hour or part of an hour.
19.5. The agreed daily shoot fee cannot be renegotiated or reduced due to early completion of the Session.
20.1. The Booking Agreement is valid until both parties have fulfilled their obligations accordingly.
20.2. Should either party breach the terms and conditions contained herein and in the Booking Agreement, the other party shall be entitled to terminate the agreement or request its fulfillment on written notice to the breaching party after a reasonable opportunity to cure any alleged breach.
20.3. Notwithstanding the termination of the Booking Agreement, the parties shall be subject to any clauses hereof which, according to the nature of their content, should still be valid upon such termination.
21. TERMS AND CONDITIONS OF PAYMENT
21.1. The full fee, including but limited to, the models fee, agency commission, recompense for days of travel and travel expenses, shall be due upon receipt with no discounts.
21.2. Rights of use shall not be granted until the agreed fee has been paid. Any usage before the agreed amount has been fully paid shall be prohibited.
21.3. Unless otherwise agreed upon, if the Client haven’t previously purchased any of Le Managements services, and the annual accounts doesn’t show a minimum of 1.000.000 DKK in turnover, or equivalent hereto, payment must be made no later than one (1) day prior to the session.
22.1. Neither party may use, divulge or communicate to any person any confidential information of the other party which may come to its knowledge.
22.2. If either party becomes aware of any breach of confidence of any of its employees, agents, personnel or sub-contractors it shall immediately inform the other party hereof.
23.1. The Client shall indemnify Le Management and keep Le Management indemnified against all costs, expenses, damages and losses suffered or incurred by Le Management (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with; any breach by the Client of these terms and conditions, including but not limited to, any breach by the Client of these terms and conditions; any claim brought by a third party against Le Management in circumstances where as a result of the Client’s acts or omissions, the distribution of images, in whatever form, outside of the agreed territory (cf. 13.1) and in breach of these terms and conditions has caused Le Management to be in breach of the terms of an exclusive agreement with such third party; and any breach by the Client of any applicable laws and regulations including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.
24.1. By entering into a booking agreement with Le Management you accept to be enrolled into our newsletter on email. You can freely opt-out out of the newsletter anytime, just follow the instructions in the e-mail. We only send you relevant newsletters related to the services you previously have booked with Le Management.
25.1. In the unfortunate event that Client has filed for liquidation or bankruptcy, all rights to any material licensed by Le Management is forfeited.
26.1. For information on how we process your personal data, please refer to our policy notice here: https://lemanagement.dk/privacy-notice/
26.2. You are welcome to direct any enquires regarding the processing of personal data to: [email protected]
27. FINAL PROVISIONS
27.1. The laws of the Kingdom of Denmark shall apply to all parties to these booking conditions, Le Management, Client and model.
27.2. Clients with registered business address located within the borders of the EU, the exclusive venue for jurisdiction for all disputes arising from these general terms and conditions shall be Aarhus, Denmark.
27.3. For Clients with registered address outside the EU any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
27.3. The Client shall undertake to make alterations or supplements to the bookings and deviations from these terms and conditions only after previous consultation with Le Management and shall refrain from enjoining the models to alter or make additions to the bookings during the days of work.
27.4. No waiver of any provisions of these terms and conditions shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Also, should any provisions be held by a court of competent jurisdiction to be illegal, invalid or enforceable, such provision may be modified by the court in compliance with the law giving the effect to the intent of the Parties and enforced as modified. All other terms and conditions shall remain in full force and effect and shall be construed in accordance with the modified provision.
Last modified: 04.11.19