Terms and Conditions for Talent
Between Royalle Modelling Agency Pty Ltd (ABN 54 646 467 585) of 3/55 Pyrmont Bridge Road. Pyrmont. NSW. 2009 (Royalle Modelling, we or us) and you (Talent or you)
- Provision of services Royalle Modelling is an entertainment industry representative engaged in the business of introducing Talent for clients' events (“Event”), including but not limited to photo shoots, TV commercials, Video shoots and runway events.
- Relationship between Royalle Modelling and Talents 2.1 The Talent has engaged Royalle Modelling to be their representative granting Royalle Modelling the authority to enter into contracts with any and all Clients on the Talent's behalf.
- Exclusivity 3.1 Unless otherwise stated, the parties acknowledge and agree that your agreement with Royalle Modelling will be exclusive for all modelling work This includes, but is not limited to photoshoots, runway/catwalk events, fit modelling, video shoots & TVC's .
- Payments 4.1 Payment made by a Client of Royalle Modelling must be made via Royalle Modelling and must not be paid directly to the Talent
- Intellectual Property Rights 5.1 You agree that Royalle Modelling is the owner of all commercial rights and intellectual property rights relating to your engagement with Royalle Modelling.
- Indemnification 6.1 The Talent (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:
- Dispute Resolution 7.1 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 arbitrator(s) shall be one. This dispute resolution provision will be governed by the International Arbitration Act 1974 (Commonwealth - Australia).
- 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.
- 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
- 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.
- 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.
- Confidentiality 12.1 All written and oral information and materials disclosed or provided by Royalle Modelling to the Talent constitute Confidential Information regardless of whether such information was provided before or after the date of engagement with Royalle Modelling.
- Confidential Obligations 13.1 The Talent must keep all information provided by Royalle modelling strictly confidential.
- Social Media Obligations 14.1 You agree to document ‘@royallemodelling’ as your modelling agent for bookings and representations on all your social media platforms. This includes, but is not limited to, Instagram, Facebook, Youtube, Tik Tok and Linkedin.
- Disparagement and defamation 15.1 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 criticises Royalle Modelling, any of its Clients or its talent.
- Force Majeure Royalle Modelling shall not be liable to the talent 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 disease', epidemic, 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.
- Termination 17.1 This Agreement becomes effective upon the date of acceptance of the presented terms by the Talent. Acceptance of these terms via email from the Talent constitutes the same validity as a physical signing of this Agreement.
- Updates Royalle Modelling may update and make changes to these Terms & Conditions from time to time without further notice to you.
2.2 By entering into a contract with Royalle Modelling, you agree to be a contractor of Royalle modelling and engage Royalle Modelling to be your representative. Royalle Modelling has the authority to enter into contracts with any and all Clients on your behalf.
2.3 Client is defined as any person/group that holds an active relationship with the agency, and/or is introduced to you by Royalle Modelling, including but not limited to brands, companies, marketing agencies, photographers/videographers and production teams.
2.4 The parties acknowledge and agree that Royalle Modelling, in its capacity as an intermediary and your representative, is entitled to raise invoices and collect monies owed on behalf of you.
2.5 The Talent agrees that Royalle Modelling shall be the exclusive modelling agency representing the Talent, and the Mother Agency representing talent world-wide. The Talent shall not engage in modelling services through any other agency without the written consent of Royalle Modelling.
2.6 It is agreed that any business opportunity that is the same, or related to, or similar to Royalle Modelling's current or anticipated business opportunities, that comes to the attention of the Talent during the Talent's booking agreement with Royalle Modelling, is an opportunity belonging to the Royalle Modelling. Accordingly, the Talent will advise the Client of the opportunity and cannot pursue the opportunity, directly or indirectly without the written consent of Royalle Modelling. Any breach of this will result in 20% of the total booking amount and further penalties as the agency sees fit.
2.7 There is to be no direct communication with Royalle Modelling clients by the Talent unless consented to and permitted by Royalle Modelling in writing. All bookings must be made via Royalle Modelling and never directly between the Client and the Talent
2.8 When contacting a Client directly, you are obliged to advise the Client that bookings need to be made via Royalle Modelling and you must only engage with the Client through your Agency Agreement with Royalle Modelling.
2.9 Any breach of the above Clauses 2.4-2.8 entitles Royalle Modelling a right of immediate dismissal and a right of termination of the Agency Agreement and a penalty as Royalle Modelling sees fit.
3.2 Unless otherwise stated and under usual circumstances, you will be allowed to freelance without penalty
3.3 You are not permitted to enter into agreement with another modelling agency which conducts the same or similar types of work to Royalle Modelling. This includes, but is not limited to casual employment.
3.4 Without the written consent of Royalle Modelling, the Talent further agrees not to directly or indirectly, engage or participate in any other business activities which Royalle Modelling, in its reasonable discretion, determines to be in conflict with the best interests of Royalle Modelling. This includes, but is not limited to, working directly with any Royalle Modelling clients and any association you may have with other modelling agencies such as Wink, Bella Management/Icon, Scoop Modelling, Neon Management, Edge Models
3.5 Any breach of the above Clauses 3.3 - 3.4 entitles Royalle Modelling to right of immediate dismissal and a penalty as Royalle Modelling sees fit, including, but not limited, to AUD Five thousand dollars per breach of agreement
4.2 Upon completion of a project, an invoice in compliance with the relevant laws must be submitted to Royalle Modelling in 14 days, for Royalle Modelling's review, records and processing.
4.3 The talent acknowledges and agrees that the rate paid by the agency to the Contractor includes all applicable taxes, insurances, superannuation contributions, and any other statutory obligations or benefits required under the laws of New South Wales, Australia. The Contractor is responsible for the payment of any taxes, insurances, superannuation, or other statutory obligations and agrees to indemnify the Company against any claims or liabilities in relation to these payments.
4.4 Payments will be made to Talent by Royalle Modelling only after the Client has paid the agency under the condition the agency receives a compliant tax invoice from the talent.
4.5 The Talent acknowledges that a booking email from the agency constitutes as a working agreement; the payment amount, usage terms, and on duty responsibilities are final, and evidence of a working agreement.
5.2 Royalle Modelling reserves the right to utilise your imagery for the purposes of promoting you commercially with the intention of providing you employment.
5.3 Royalle Modelling will utilise your photographs and imagery in its absolute discretion without any further notice to you.
5.4 Imagery submitted to us by you, has been done so for the purpose of promoting you for employment opportunities with Royalle Modelling. We assume your rights to the imagery on your submission to our agency and we are not liable for any breach relating to this.
5.5 Any imagery created as a result of your engagement with Royalle Modelling, and during your agreement period with the agency, remains the property of Royalle Modelling in perpetuity post the termination of an active agency and Talent relationship. Said imagery is only authorised for Talent use on social media platforms under the condition that Royalle Modelling is credited, and is never to be shared with or used by any talent agencies without the consent of Royalle Modelling.
Any breach of this clause will result in penalties of AUD two-thousand, five hundred dollars per breach and further penalties as the agency see's fit.
5.6 Imagery used for the purposes of 5.5 must recognise and credit Royalle Modelling as the owner of the content.
(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 Talent'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 Talent 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 access to, engagement with, or association with the client
(e) any misrepresentation made by you.
6.2 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
7.2 Neither you nor Royalle Modelling will participate in a class action or class-wide arbitration for any claims covered by this agreement.
7.3 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.
12.2 The Talent acknowledges that in any position the Talent may hold, in and as a result of the Talent's booking agreement by Royalle Modelling, the Talent 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.
12.3 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.
12.4 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 use or to disclose to any person 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.
12.5 For the duration of any service engagement, and for 1 year 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 which you had contact during the course of the service engagement or solicit such employment or engagement, including via social media, without written consent of Royalle Modelling.
12.6 Penalties will apply to any breach of Confidentiality as the agency sees fit. These include but are not limited to compensation for any civil damages, injunctions, fines, and disciplinary actions.
13.2 The Confidential Information will remain the exclusive property of Royalle Modelling and will only be used by the Talent for the Permitted Purpose.
13.3 The Talent will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to Royalle Modelling or any associated affiliates or subsidiaries.
13.4 The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Talent and any obligations to provide notice will survive the expiration or termination, as the case may be, and those obligations will last indefinitely.
14.2 You agree to document ‘@royallemodelling’ as your modelling agent for bookings and representations on all your social media platforms. This includes, but is not limited to, Instagram, Facebook, Youtube, Tik Tok and Linkedin.
14.3 We take no responsibility and assume no liability for any content posted, stored or uploaded by you nor are we liable for any mistakes, defamation, slander, libel, omissions or falsehoods you may make or have been alleged to have made.
15.2 You must not make any public comment that would likely be detrimental to the best interests, image and welfare of the Royalle Modelling.
15.3 We will enforce our legal rights and interests in their full capacity to enforce this provision.
17.2 This Agreement shall have a minimum term of two (2) years from the date of acceptance. After the initial two-year term, the Agreement will continue on a rolling arrangement unless a new agreement is presented by Royalle Modelling to the Talent.
17.3 If the Talent terminates this Agreement before the end of the initial two-year term, an early termination fee of One-thousand AUD shall be payable. This fee is in addition to any other remedies or damages that may be due to breaches resulting in early termination.
17.4 All communications regarding the termination of this Agreement must be in writing. For email communications, they must be sent from the registered email address used by the Talent at the time of acceptance and directed to the appointed manager of the Talent at their authorised Royalle Modelling email address.
17.5 Communication via social media messages, phone calls, and third-party terminations are not authorised and will not be considered valid for the purposes of terminating this Agreement.
Date of last revision: Aug 2024