Royalle Modelling

Service Agreement for Clients

Between Royalle Modelling Agency Pty Ltd (ABN 54646467585) of 201 Sussex Street, Sydney, NSW 2000 (Royalle Modelling, we, or us) and you (Client or you).

1. Provision of services

Royalle Modelling is an entertainment industry representative engaged in the business of introducing Talent for Clients' campaigns (“Event”), including but not limited to photo shoots, TV commercials, video shoots, and runway events.

2. Relationship between Royalle Modelling, Clients and Talent

2.1 The Talent has engaged Royalle Modelling to be their exclusive representative, and Royalle Modelling has the authority to enter into contracts with any and all Clients on their behalf.

2.2 Royalle Modelling, in its capacity as an agent, is entitled to raise invoices and collect monies on behalf of the Talent worldwide.

2.3 A contract is created between you and the Talent once an agreement, made either orally or in writing, is established between you and Royalle Modelling (“Booking Agreement”).

2.4 Under no circumstances is there to be any unsolicited communication directly between the Talent and the Client.

3. Bookings

3.1 Confirmed Bookings: A Confirmed Booking is made once the agency receives a confirmation of the client's choice of talent with the following details provided:

  • Date of shoot/campaign
  • Talent choice
  • Agreed rates
  • Address

3.2 Acceptable Formats for Bookings: Acceptable formats for bookings include email, text, or call via our listed office number (as calls are recorded). If you cancel a Confirmed Booking, Royalle Modelling has full discretion to charge you the cancellation fees set out in the Cancellation Fee clause below.

Holds: A Hold is made once a talent is selected under the basis of a Confirmed Booking but is clearly instructed by the agency to place the talent on hold. A hold does not constitute a Confirmed Booking, and Royalle Modelling may allow other bookings to take precedence over a hold.

Provisional Booking: A Provisional Booking is made once the agency receives the following details:

  • Estimated date of the shoot/campaign
  • Talent shortlist
  • Agreed rate
  • Estimated location

If you request a Provisional Booking, Royalle Modelling will attempt to coordinate Talent to be available for such booking. Royalle Modelling is not bound to provide Talent until the information provided constitutes a Confirmed Booking, in which Royalle Modelling will confirm that the talent is booked. A Provisional Booking does not constitute a Confirmed Booking, and Royalle Modelling may allow any other bookings to take precedence.

Last-Minute Bookings: Royalle Modelling has the discretion to charge an additional fee for Last-Minute Bookings or bookings made over a weekend or public holiday.

3.3 Cancellation Fees: Cancellations must be received in writing and will not be honoured through a phone conversation or phone message. Any phone cancellation will be treated the same as a 24-hour cancellation. The following terms apply:

  • 100% of the campaign fee if cancellation is within 24 hours of the campaign;
  • 75% of the campaign fee if cancellation is within 48 hours of the campaign; and
  • 50% of the campaign fee at any other time after a Confirmed Booking is made.

If a cancellation for a Confirmed Booking is made with over 3 days' notice, the client can avoid 50% of the cancellation fee under the condition that an alternative date is set with the agency for the same campaign.

If the hours specified in the booking confirmation are reduced within 48 hours of a campaign, Royalle Modelling, at its full discretion, has the right to invoice for the original agreed hours.

3.4 Usage and Licensing: The usage and licensing of talent imagery will be documented at the time of booking in accordance with the acceptable formats (3.2). Any time extensions, rollovers, and changes to the usage platforms are to be requested in writing prior to their commencement

3.5 Upon receipt of any requested usage and/or licensing changes, Royalle Modelling will provide the client with a quote, upon acceptance of which a binding agreement will be constituted for the terms specified. Any extensions, rollovers, and changes made outside of a documented agreement will be liable for compensation as determined by Royalle Modelling

3.6 Should no usage be specified, the default usage will be digital only, Australia-wide, for 1 year. Any unauthorized usage outside of this will result in additional fees or legal action

3.7 Usage and licensing rights are only granted upon complete payment of our tax invoice, which will specify the usage and licensing terms. Clients will be informed that usage and licensing rights are contingent upon full payment of the tax invoice prior to the finalisation of the booking.

4. Exclusivity

4.1 Unless otherwise agreed in the Booking Agreement, the Talent is supplied to the client by Royalle Modelling on a non-exclusive basis, and the Talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the client.

4.2 An additional fee will need to be agreed upon when the use of the Talent's image or the service to be supplied by a Talent in relation to a product is required on an exclusive or semi-exclusive (e.g., sector-specific or territorial exclusivity) basis, which precludes supplying services or allowing the use of the Talent&apso;s image for competing and/or particular sectors of products or within a particular territory.

4.3 It is the Client's responsibility to carry out any research and check whether the Talent supplied has undertaken or is booked to undertake any conflicting or competing work.

4.4 No unauthorized direct bookings are to be made with any Royalle Modelling Talent. An "unauthorized direct booking" is defined as any engagement of Royalle Modelling Talent by the client without the agency's involvement or consent. In the event of such a booking, the client will be liable to pay the agency 20% of the talent fee or a rate of $250/hour (whichever is higher).

4.5 If the client has made bookings with any Royalle Modelling Talent via a third party, the client must provide communications involving the Talent between the third party and the Client to Royalle Modelling both prior to and post engagement.

5. Payment

5.1 Payment made by a Client of Royalle Modelling must be made via Royalle Modelling and must not be paid directly to the Talent.

5.2 Payment is required within 14 days from the date of the invoice.

5.3 If you fail to pay the amounts due within the 14 days of the invoice, you will incur an additional 15% penalty fee of the payment owed.

5.4 If late payments are overdue by 30 days after the date of the invoice, they will be subject to additional fees incurred as a result of debt recovery, which could include any debt collection fees and legal costs. We may, at our discretion, also require the payment of interest on the amount of any outstanding payment.

5.5 Interest will be calculated at 6% plus the RBA cash rate

5.6 Any direct booking between you and any of the Talent engaged with us will incur charges by you to Royalle Modelling at a rate of $250 per hour plus a 20% agency fee.

5.7 In the event of late or non-payment, the client agrees to cover all reasonable legal fees incurred by Royalle Modelling, including but not limited to court fees, legal representation, and associated costs.

5.8 Royalle Modelling reserves the right to claim damages for late payment or non-payment, including but not limited to interest, loss of income, and any additional costs incurred as a result of the delay.

6. Insurances

6.1 You acknowledge and agree that you are the entity contracting with, engaging, or hiring the Talent and that you will hold adequate levels of workers' compensation insurance to cover all Talent used at all locations.
6.2 You must hold adequate levels of all other insurances that are relevant for an Event, including but not limited to public liability insurance.
6.3 Royalle Modelling is not required to hold, nor currently holds, any such insurance for Talent as it does not employ, engage, or hire the Talent.

7. Warranties

7.1 The Client warrants and represents to Royalle Modelling that:

  • (a) It has full capacity to enter into these terms and conditions and perform its obligations under these terms and conditions;
  • (b) The Booking Agreement is entered into by a duly authorised representative of the Client;
  • (c) It will take all steps necessary to ensure that the Talent is protected and treated in accordance with all applicable laws, good industry practice, and as per the agreement between the parties;
  • (d) It will promptly disclose to Royalle Modelling 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 Royalle Modelling to ensure that the Talent is suitably prepared and able to perform the services.

8. Indemnity

8.1 The Client (and also any third party for whom you operate an account or activity) shall indemnify Royalle Modelling and keep it indemnified against all costs, expenses, damages, and losses suffered or incurred by Royalle Modelling (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:

  • (a) Any breach by the Client of these terms and conditions;
  • (b) Any claim brought by a third party against Royalle Modelling 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 and in breach of these terms and conditions has caused Royalle Modelling to be in breach of the terms of an exclusive agreement with such third party;
  • (c) 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;
  • (d) Your content or your access to or use of the Talent; and
  • (e) Any misrepresentation made by you.

8.2. You will cooperate as fully required by Royalle Modelling in the defence of any claim. Royalle Modelling reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Royalle Modelling.

9. Intellectual Property Rights

9.1 The images, photographs, videos, and any content created by the Client involving the Talent are the property of Royalle Modelling

9.2 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 by Royalle Modelling, in writing. 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.

9.3 Unless otherwise stated in writing, the agreed usage and licensing of the content by the Client will extend for the duration of 1 year. Any extension of usage mediums without the consent of Royalle Modelling will result in immediate enforcement of our legal rights and interests and penalties against you.

9.4 If the Client is not the photographer, the Client shall draw all these terms and conditions (especially this clause 9) to the attention of the photographer and procure the photographer’s agreement to the Client before shooting commences.

9.5 All rights not expressly granted to the Client under these terms and conditions are hereby reserved to Royalle Modelling. In particular, the Client acknowledges and agrees that Royalle Modelling is the owner or licence holder of all commercial rights and intellectual property rights relating to the Talent and Royalle Modelling, and the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Talent or Royalle Modelling other than the rights specifically granted to the Client under these terms and conditions.

9.6 Notwithstanding anything in the Booking Agreement 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 Royalle Modelling and the Talent may use the images resulting from any agreement whatsoever, solely in order for the Talent and Royalle Modelling to promote the Talent and in the search of future job opportunities for the Talent. The Talent and Royalle Modelling acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the Booking Agreement and these terms and conditions.

9.7 Royalle Modelling retains full ownership of all imagery featured in model portfolios on our website. Clients must ensure that any photographers or content creators involved in the project acknowledge and agree to these terms. We do not permit the use of any imagery or likeness of our models in AI technology without our explicit prior written consent. This includes, but is not limited to, any reproduction or simulation of our models' images or likeness. Unauthorized use will result in legal action, including the pursuit of damages and injunctive relief

10. Confidentiality

10.1 All written and oral information and materials disclosed or provided by Royalle Modelling to the Client constitute Confidential Information, regardless of whether such information was provided before or after the date of engagement.

10.2 The Client acknowledges that in any position the Client may hold, as a result of the Client's Booking Agreement by Royalle Modelling, the Client will, or may, be making use of, acquiring, or adding to information about certain matters and things which are confidential to Royalle Modelling, and which information is the exclusive property of Royalle Modelling

10.3 Confidential Information means all data and information relating to the business and management of Royalle Modelling. Confidential Information will also include any information that has been disclosed by a third party to Royalle Modelling.

10.4 You acknowledge that information (including creative concepts) disclosed to you by Royalle Modelling, whether through a proposal or presentation intended to secure any engagement agreement or during the course of or as part of the performance of an individual engagement, is proprietary, confidential, or a trade secret of Royalle Modelling. Except as contemplated in a particular agreement, you must not permit any of your officers, employees, agents, Talents, or related companies to use or disclose any such information without the prior written consent of Royalle Modelling unless it is information which is otherwise in the public domain (other than as a result of wrongful disclosure by the Client) or information required to be disclosed by law where advance notice of the required disclosure is given to Royalle Modelling.

10.5 For the duration of any service engagement, and for two years thereafter, you must not employ, directly contact, or engage (or be knowingly involved in another employing or engaging) any parties associated with Royalle Modelling with whom you had contact during the course of the service engagement, nor solicit such employment or engagement, including via social media, without the written consent of Royalle Modelling. This exclusivity may be extended by mutual agreement in writing.

11. Privacy Collection Statement

11.1 We collect personal information from Clients for the purpose of processing requests and payments. If the requested personal information is not provided to us, we may not be able to process your request or payment. We do not disclose personal information to any third parties without consent unless authorized or required by law.

12. Complaints

12.1 If you have any issues during an Event with any of the Talent, then you must advise Royalle Modelling as soon as possible, and in any event during the course of the Event. No claims or alterations in the Event Fee will be accepted after the final invoice is issued at the completion of the Event.

12.2 Royalle Modelling acts solely for and on behalf of the Talent and, whilst making every endeavour to provide a satisfactory and efficient service, Royalle Modelling is not liable for the conduct of the Talent at an Event.

13. Dispute Resolution

13.1 You agree that any and all disputes, controversies, and/or claims between you and Royalle Modelling (whether or not such dispute involves a third party), including without limitation disputes related to and/or in connection with these Terms and Conditions (including any question regarding their existence, validity, or termination), as well as your use of the Service, and/or rights of privacy and/or publicity, shall be resolved by binding, individual arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English (Australian). The number of arbitrators shall be one. This dispute resolution provision will be governed by the International Arbitration Act 1974 (Commonwealth - Australia).

13.2 Neither you nor Royalle Modelling will participate in a class action or class-wide arbitration for any claims covered by this agreement.

13.3 If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Royalle Modelling.

14. Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Royalle Modelling must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

15. Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed under the Laws of New South Wales, Australia. The parties agree to submit to the exclusive jurisdiction of the appropriate courts in New South Wales, Australia.

16. Severability

If any provision of these Terms and Conditions is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.

17. Waiver

Royalle Modelling's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition.

18. Disparagement and Defamation

18.1 You shall not make or procure agents, contractors, or representatives (including legal representatives) to make any public statements (whether written or oral) that in any way, expressly or by implication, disparages, denigrates, defames, slanders, or otherwise criticizes Royalle Modelling, any of its Clients, or its Talent.

18.2 You must not make any public comment that would likely be detrimental to the best interests, image, and welfare of Royalle Modelling.

18.3 We will enforce our legal rights and interests in their full capacity to enforce this provision.

19. Updates

Royalle Modelling may update and make changes to these Terms & Conditions from time to time without further notice to you.

Force Majeure

Royalle Modelling 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, Royalle Modelling, including without limitation; fire, storm or catastrophe, acts of God, insurrection, workforce action, war or riots, infectious diseases, epidemic, or pandemic (an "Event of Force Majeure"), whereas Royalle Modelling'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.