Terms and Conditions for Model Representation by Box Models Agency
1. Definitions
The following expressions shall have the following meanings:
a) “Agency” means Box Models Agency with its office at 1st Floor, 3 Allen Avenue, Ikeja, Lagos State, Nigeria;
b) “Agency Fees” means the fees charged by Agency for an Assignment which shall be a percentage of the gross income from the Assignment or otherwise as specified in the Offer of Representation;
c) “Model” means a person who is seeking an Assignment and accepts the Agency’s Offer of Representation;
d) “Client” means any third party, individual, partnership, company or other organisation or entity which contracts with the Agency with a view to procuring the services of the Model in respect of an Assignment;
e) “Assignment” means any services requested by a Client in connection with any form of advertising, entertainment, leisure, marketing or public relations activities that it is proposed that the Model undertakes;
f) “Offer of Representation” means an offer made to a Model by the Agency to represent the Model for the Term subject at all times to these Terms and Conditions with a view to securing Assignments with Clients;
g) “Term” means the duration of Representation as accepted by the Model as agreed between the Model and the Agency;
h) “Representation” means the representation provided by the Agency to the Model upon acceptance of the Offer of Representation and these Terms and Conditions;
i) “Terms and Conditions” means the terms and conditions as set out in this document and any subsequent terms and conditions agreed in writing by the Agency;
j) “Fees” means the sums due to the Model from a Client in respect of an Assignment;
k) “Agreement” means the contract between the Agency and the Model for agency services incorporating these Terms and Conditions;
l) “Model’s Image” includes any reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings or material of any other nature including electronic imaging for all known or anticipated purposes;
2. General
a) These Terms and Conditions shall apply to the Agreement for Representation and shall supersede any other documentation or communication between parties.
b) Any variation to these Terms and Conditions must be agreed in writing by the Agency.
c) These Terms and Conditions shall be attached to any Offer of Representation and signed and returned to the Agency by the Model.
d) Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agency may be entitled, by virtue of any statute, law or regulation.
e) Nothing in these Terms and Conditions shall be construed as constituting a partnership or joint venture between the parties.
f) The Agency is acting in the capacity of an employment agency.
3. Offer of Representation
a) The Offer of Representation is attached to these Terms and Conditions and contains the unique terms of this Representation.
b) The Offer of Representation shall become binding upon acceptance.
c) Acceptance shall be by Model’s signature and return of the Agency’s copy of the Agreement and the Offer of Representation.
d) The Offer of Representation must be accepted by the Model in its entirety.
4. Appointment as Agency
a) The Model appoints the Agency as sole and exclusive Agency and is not permitted to contract, negotiate or register with other agencies for the Term specified on the Offer of Representation, unless otherwise stated in the Offer of Representation.
b) The Agency will, subject to the Model’s acceptance of its Offer of Representation and these Terms and Conditions, act as the Model’s Agency and provide Representation to negotiate and conclude agreements with Clients in respect of Assignments.
c) The Term shall commence on the date of these Terms and Conditions and shall, subject to early termination strictly in accordance with Section 8 of these Terms and Conditions, continue thereafter until the expiry of the Term specified on the Offer of Representation.
d) The Model grants the Agency sole authority on behalf of the Model to collect and receive all gross income arising out of any Assignment undertaken by the Model during the Term and also after the expiry of the Term to the extent that such gross income arises out of any Assignments negotiated by the Agency during the Term.
e) The Agency may choose to appoint a third party agency (“Foreign Agency”) to represent and act on behalf of the Model within a specific territory where the Agency deems this appropriate for the purpose of furthering the Model’s career and/or reputation;
f) The terms of these Terms and Conditions will apply to and bind the Model in relation to its dealing with any Foreign Agency in the territory in which the Foreign Agency is appointed as if the Foreign Agency was a party to these Terms and Conditions in place of the Agency;
g) The Model will not allow any agency or third party to represent the Model other than the Agency and a Foreign Agency (if any has been appointed by the Agency); and the Agency shall be responsible for any appointment, removal and/or extension of the appointment of any Foreign Agency.
5. Payment of Fees
a) The Agency will collect from the Client all gross income in respect of an Assignment.
b) The Agency will deduct any promotional expenses from the gross income received if appropriate.
c) The Model agrees that the Agency will deduct Agency Fees and the Model will receive the remainder as the Fees.
d) The Agency will then send the Model payment of the Fees within 28 days beginning with the day the gross income was received by the Agency.
e) Any Fees held by the Agency are held as trustee for the Model and the Agency.
f) The Agency acknowledges payment of registration fees, or a waiver of such fees, as indicated in the Offer of Representation.
g) The Agency is not obligated to pay Model Fees prior to payment by the Client.
h) The Agency will not be liable for any outstanding Fees to the Model in the event of indefinite delayed payment by the Client for whatever reason.
i) The Model is self-employed and personally responsible for the payment of income tax, and other statutory deductions and where appropriate value added tax.
j) The Agency will not be liable for Model’s failure to complete any of the above mentioned.
6. Model Obligations
a) The Model shall, at all times, act in a professional and courteous manner and shall attend all Assignments on time.
b) The Model shall carry out every Assignment to the best standard of ability and skill.
c) The Model shall comply with all rules and regulations relating to health and safety, fire prevention or general administration which may be in place at the premises of a Client or at a location where an Assignment is being conducted.
d) The Model shall keep the Agency informed of any significant changes in appearance to include, but not limited to, notification of any change of hairstyle or colour, weight loss or gain or the addition of any tattoo or any other visible features such as a piercing.
e) The Model shall not without the consent in writing of a duly authorised representative of the Agency expose, reveal or make public any information in connection with the business of the Agency or these Terms and Conditions, all of which information is to be regarded by the Model as of a strictly confidential nature.
f) The Model shall take all reasonable steps to be available to work regularly on Assignments but acknowledges that the Agency cannot guarantee that such Assignments can be secured and has made no representations to this effect.
g) The Model consents for the Agency to use any relevant photographs, images or other information relating to the Model to secure Assignments.
h) The Model hereby acknowledges that nothing in these Terms and Conditions, nor any conduct of the parties, shall create or be deemed to create or imply the relationship of employer and employee between the Agency and the Model.
i) The Model on being given the contract by the Agency, must complete the contract in full for the contracted fee otherwise the Model will be liable for any losses incurred.
j) The Model must give at least 7 working days’ notice to the agency to withdraw from an assignment, which has been booked by a Client. The Model shall be liable for any extra costs that have been incurred by the Agency, the Client or other Models as a result or failure to comply with section 6(f).
k) It is the Models responsibility to be available for the duration of the assignment. If a Model fails to complete an assignment for any reason other than illness (to be evidenced by a medical certificate) then the Model may be liable to pay for costs or losses incurred.
l) Where a Model accepts an assignment from a client without Agency’s participation during the Term of these Terms and Conditions in breach of Section 4(a), Model shall be liable to pay the Agency 70% of the modelling fee which the Model receives, without prejudice to any other legal remedies the Agency may seek.
m) The Model will not at any time during any Assignment nor for 12 months thereafter directly or indirectly interfere with, solicit or entice any of the Agency’s Clients or persons with whom the Agency were in consultation. In the event of the Model being in breach of this clause, the Agency will be entitled to recover from you any fees which the Agency would have been paid by the client had the employment by the Agency’s client been arranged by the Agency.
n) The Model must immediately notify the Agency of any direct offer of employment by a client of the Agency for whom the Model has carried out an assignment.
7. Agency Obligations
a) The Agency shall use all reasonable endeavours to secure suitable Assignments for the Model.
b) The Agency shall provide the Representation with skill, care and in accordance with recognised best practices and statutory obligations.
c) The Agency shall take all reasonable steps to ensure Clients and other workers involved in Assignments are professional and courteous but cannot be held responsible for the conduct of any third parties.
d) The Agency confirms that the only type of work it will find or seek to find the Model will be an Assignment.
e) The Agency’s authority to act on the Model’s behalf extends only to the Agency’s attempts to procure Assignments for the Model and to represent the Model in order to achieve the same, but the Agency has no authority to enter into Assignments with Clients on the Model’s behalf without the Model first having confirmed to the Agency his/her agreement to so enter (in which case the Model has granted the Agency authority to enter into a contract with the Client on his/her behalf), and the Agency has no authority to enter into any other contracts with Clients or third parties on behalf of the Model.
f) The Agency will contact the Model and offer a conditional contractual assignment through verbal description. Upon accepting, the Model is liable to fulfill this contract in full. The Agency shall endeavour to provide Model with all the assignment details of the said contract verbally or via email. Details such as Time, Location, Date, Restrictions, Wardrobe, Working hours, Model Fee, and Usage fee information.
g) The terms of each contract differ and cannot be applied to any other offers past or present.
8. Termination
a) The Agreement shall continue until the Agency services have been provided in terms of the Offer of Representation or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
b) The Agency shall be entitled to terminate the Representation of the Model for any reason at any point during the Term by giving 60 days’ notice in writing.
c) The Model shall be entitled to terminate the Representation at any point during the Term by giving 60 days’ notice in writing, however Model shall be required to complete any Assignment agreed prior to notification of termination.
d) The Model may terminate the Agreement if the Agency fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 52 weeks after notification of non-compliance is given.
e) Either party may terminate the Agreement by notice in writing to the other if:
(i) The other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
(ii) The other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
(iii) The other party passes a resolution for winding up (other than for the purposes of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
(iv) The other party ceases to carry on its business or substantially the whole of its business; or
(v) The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
f) Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
9. Warranties
a) Both parties warrant their authority to enter into the Agreement contained in these Terms and Conditions and have obtained all necessary approvals to do so.
b) The Model represents and warrants that:
(i) The Model has not appointed any third party to carry out Representation on his/her behalf and nor will the Model do so at any time during the Term, unless it has been expressly agreed in writing by the Parties;
(ii) Any third party who approaches the Model to represent the Model will be made aware of the terms of these Terms and Conditions;
(iii) The Model will cooperate and assist the Agency and take any action the Agency may reasonably request to enable the Agency to fulfil its obligations under these Terms and Conditions and increase the reputation and goodwill of the Model; and in the event that any third party approaches the Model directly regarding an Assignment, then the Model shall immediately refer such third party to the Agency and the Agency shall negotiate and discuss any Assignment on behalf of the Model.
10. Limitation of Liability
Nothing in these Terms and Conditions shall exclude or limit the liability of the Agency for death or personal injury, however Model agrees that Agency shall not be liable for any direct loss or damage suffered by the Model or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum total of the Fees.
11. Indemnity
The Model undertakes to indemnify and keep fully indemnify the Agency at all times from and against any actions, proceedings, claims, demands, costs (to include without prejudicing the generality of this clause, the legal costs of the Agency), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by the Model of any of the Model’s obligations, undertakings or warranties as set out within these Terms and Conditions.
12. Grievances
a) The Client has the right to contact the Agency with details of any grievances that they feel applicable to the Model(s) on that assignment.
b) The Agency at their discretion, can instigate legal proceedings (court summons, solicitor’s letters etc.) against a non-paying client for any assignment. Incurred legal fees will be deducted from any resulting payment on a proportional basis by both Model(s) and the Agency for that assignment. The proportion liable will be calculated in respect of the relative Model fee and the Agency’s fee for that invoiced assignment.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
14. Assignment
The Model shall not be entitled to assign its rights or obligations or delegate its duties under these Terms and Conditions without the prior written consent of the Agency.
15. General
a) If any of the terms, conditions or provisions of these Terms and Conditions or the Offer of Representation are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
b) Any termination of all or part of these Terms and Conditions shall not affect the coming into force or the continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force on or after such termination.
c) Except as otherwise expressly provided in these Terms and Conditions, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the Model under these Terms and Conditions are assumed by them jointly and severally.
d) Nothing in these Terms and Conditions shall render any party a partner or agent of the other. Except as expressly permitted by these Terms and Conditions, nothing shall allow a party to purport to undertake any obligation on behalf of the other nor expose the other party to any liability nor pledge or purport to pledge the other’s credit.
e) No failure to exercise and no delay in exercising on the part of either party of any right, power or privilege under these Terms and Conditions shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself.
f) For a waiver to be effective it must be made in writing.
g) Except as and to the extent expressly otherwise specified in these Terms and Conditions, the rights and remedies contained in these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in these Terms and Conditions.
h) The parties agree to keep, and to instruct its agents, employees, advisers and subcontractors with knowledge hereof to keep these Terms and Conditions strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances.
(i) To enable enforcement of the party’s rights under these Terms and Conditions;
(ii) With the prior written consent of the other party; and
(iii) As required by any applicable law.
i) These Terms and Conditions and the Offer of Representation constitutes the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of these Terms and Conditions.
j) No variation or amendment to the terms of these Terms and Conditions shall be valid and binding unless in writing and signed by an authorised representative of each party.
k) Except where these Terms and Conditions expressly provides otherwise, a person who is not a party to the Agreement resulting therefrom and has no right to enforce any term of these Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
l) The parties agree that these Terms and Conditions and its provisions will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria and the parties hereby submit to the exclusive jurisdiction of the courts in the Federal Republic of Nigeria.
m) Notwithstanding section 16 (l), the parties to these Terms and Conditions agree that the Agency may enforce its rights under these Terms and Conditions in any other court of competent jurisdiction outside of the courts of the Federal Republic of Nigeria.
Last updated on 21 May 2023