Terms & Conditions Agreement between SHAMS (The Adrenaline Studio L.L.C - FZ)  & The Client / Organisation →

CLIENT TERMS & CONDITIONS

SUMMARY OF THE TERMS AND CONDITIONS

  • Please read the following terms and conditions carefully. By using the Website and the Agency (and by extension booking/working with the Agency/Agent in any way, via this website/email/over the phone), you automatically agree to the terms and conditions listed below. In case you disagree with these terms and conditions, please do not use this Website in any way. This Website is only for adults; if you are underage, you are forbidden from using this website or any of our services without the consent of an adult. By using this Website, you agree that you will be automatically bound and such interactions constitute an Agreement between You and the Website.

  • 1.1: “Agency”, “Agent” & “Us” mean Shams/The Adrenaline Studio LLC FZ located at Business Center 1, M Floor, the Meydan Hotel, Nad Al Sheba, Dubai, U.A.E

  • 1.1.1: “Booking” means to a client’s contact and use the Agency for the purpose of contracting a model as specified in the agreement.

  • 1.1.2: “Client” means any person or organization that contracts the Agency/Agent for the services covered under these terms.

  • 1.1.3: “Fee” means amount payable by the Client to the Agency for services covered under these terms.

  • 1.1.4: “Image” means photographs, video, film or drawings of the Model/Talent that are taken at a Booking, or any reproductions or adaptations of any of them (whether digital or analogue) either in whole or in part, alone or in combination with any words or other images.

  • 1.1.5: “Talent” or “Model” means any third-party persons, often models, that the Agent presents and hires out to the Client for the services covered by these terms.

  • 1.1.6: “Terms and Conditions” means the terms and conditions as set out in this document and any subsequent terms and conditions provided in writing by the Agent.

  • 1.1.7: “Website” means www.shamsagency.com 

  • 1.1.8: “Working Day” means the working day is a contracted 8 hours between 09:00 hours and 18:00 hours and includes an hour lunch break.

1. iNTERPRETATION

  • 2.1: Working hours: 9AM to 5PM

  • 2.1.1: The Agency provides Clients with models that can be hired out to Client’s uses that include but not limited for shoots for product advertisements, brands and photo shoots. The Agency will ensure that the Model supplies the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice and statutory obligations. The Agency will take all reasonable steps to ensure that the Model behaves in an acceptable manner but the Client agrees that the Agency will not be held responsible for the Model’s misconduct in respect of either a Booking or any other matter that is the subject of these terms.

  • 2.1.2: The Client shall not have any direct contact with the Model, either pre-booking, during the Booking or after working with the Model, without the Agency’s knowledge or consent. All communications between the Client and the Model shall be through the Agency.

  • 2.1.3: The Agency charges a flat fee as discussed and agreed with the Model. 

  • 2.1.4: Client shall be charged a fitting-fee of AED 225 per hour for all times the Model spends at a pre-fitting.

  • 2.1.5: The Client is not entitled to withhold any monies due to the Agent. All Fees are payable in full regardless of whether or not the Client ultimately uses the Images. The Client will pay interest on all late payments at a rate of one (1%) percent per annum above the base lending rate of Emirates Bank. The Agent is also entitled to recover all reasonable expenses (including legal fees) incurred in obtaining payment from the Client where any payment due to the Agent is late.

  • 2.2: All expenses incurred by the Agency on the clients' behalf will be charged to the client.

  • 2.2.1: Note: All payments shall be made through a Stripe.com payment link via email.

2. OUR SERVICES AND FEES

  •  3.1: The Client must make payment on all invoices within 30 days of the date of the invoice. All fees for usage are for the right to use the model's image and, once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the Model's image is permitted until the Agency has received payment in full. The Agency reserves the right to alter payment terms if it deems appropriate, prior to booking.

  • 3:2: If the client fails to pay in full on the due date any amount which is payable to the Agency, without prejudice to any other right or remedy of the Agency, the amount outstanding shall bear interest both before and after any judgment at five per cent per annum over the base rate from time to time from the due date until up to and including the date that payment is made in full and such interest shall be compounded and accrued on a daily basis.

3. INVOICING

4. MEALS/TRAVEL/PER DIEMS/EXPENSES

  • 4.1: The Client is responsible for the arrangement and payment for any travel, transportation and accommodation that may be required for the Talent/Model to provide the Services unless otherwise mutually agreed. The Client is responsible for all meals and refreshments for the Talent from the time the Talent/Model leaves their home/Agency until they leave the location after the Booking.

  • 4.2: The Client shall not be responsible for the Model’s travel expenses if the Booking location is within 5 miles from the Agency’s offices. When a location Booking is made for a location outside the 5miles radius, Client must provide transport for the model both to the booking location and back again unless agreed otherwise. If the Client fails to provide such transport, then the Agency shall be entitled to re-charge the cost of the transport procured for the Model. 

  • 4.3: When a location booking is made, the client will make a health and safety assessment of the location and shall notify the Agency of any potential risks and how these have been mitigated. The client acknowledges that at all times the model's health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings.

  • 5.1: The Client agrees that no use may be made of the Images before payment in full of the Fees unless the Agent and the Talent/model agree otherwise in writing and which may be revoked at any time by the Agent if full payment of the Fees is not made or if the Client goes into receivership or liquidation.

  • 5.2: Any further use outside the scope of the Agreed Usage (including without limitation use in relation to another product or additional media or territories) will be subject to the Talent’s prior written approval and the terms of that further use must be negotiated by the Agent and is normally subject to the payment of further fees by the Client.

  • 5.3: The Client acknowledges that if Talent/model advertises a product he/she is able to work for any competitor of the Client unless agreed otherwise and subject to negotiation and payment of an exclusivity fee.

  • 5.4: Where Talent/model is booked for a fashion show, payment of the Fee entitles the Client to the Services on the catwalk/stage/entertainment area for the specified show and to use the Images of the specified show on the basis that all such Images are for reporting purposes only.

  • 5.5: If the Client is not the photographer or cameraman taking the Images, the Client will ensure that the photographer or cameraman is aware of the restriction covered in these terms and complies as required. The Client indemnifies the Agency and/or the Talent/Model against any loss or damage arising from a breach these terms by the Client and/or the photographer or cameraman.

5. USAGE AND COPYRIGHT

  • 6.1: If a Booking is cancelled for reasons outside the control of the Agent, the Agent reserves the right to charge a cancellation fee to the Client at the following rates together with all expenses incurred by the Agent up to the date of such cancellation:

  • 6.2: Within twenty-four (24) hours of the Booking call time the full Booking fee will be charged and payable by the Client unless the same Model is booked within twenty-four (24) hours of the cancellation in which case half the Booking fee will be charged and payable by the Client.

  • 6.3: Outside twenty-four (24) hours of the Booking call time, but within forty-eight (48) hours of the booking call time of the booking date, half the booking fee will be charged and payable by the Client.

  • 6.4: If the Model cancels the Booking due to force majeure or illness, neither the Model nor the Agent will be held in breach of this Agreement or the Booking Form by the Client provided that the responsible party provides reasonable proof of such force majeure or illness. In the event of cancellation by the Model the Agent may substitute a replacement Model, subject to the Client's reasonable approval. If a replacement cannot be supplied any part of the Fee paid in advance will be repaid in full within seven (7) days of the cancellation.

  • 6.5: Should the Agency want to cancel a Booking then it shall use reasonable endeavours to provide the Client with reasonable notice, take steps to offer the Client a suitable replacement and/or substitute and take such other reasonable steps as are reasonably practicable to mitigate against such cancellation.

6. CANCELLATIONS

  • 7.1: Nude, semi-nude, see-through, bathing suit or lingerie photography require the express prior written approval of the agency. 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. 

  • 7.2: The Client shall also ensure that:

  • 7.3: The venue for the shoot meets the required health and safety standards, regulations, codes and laws to ensure the Model’s safety.

  • 7.4: That the Model has enough rest in between shoots.

  • 7.5: Provide insurance cover for the Model that covers the Model’s travelling and work

  • 7.6: That the Model is not exposed to undue pressure to take part in any activities that they are not comfortable engaging in such as demeaning action - providing the model with an appropriate changing and dressing area to ensure that the model can prepare for the provision of the services and also maintains his/her privacy.

  • 7.7: 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.

7. MODEL CARE AND SAFETY

8. INTELLECTUAL PROPERTY RIGHTS

  • 8.1: The Client, their photographer and anyone obtaining rights from or through the Client is not entitled to use any images for any usage beyond that agreed or permitted herein. The Client will procure that their photographer or associates agree 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.

  • 8.2: The Client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the model and the Agency 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 the Agency other than the rights specifically granted to the client under these terms and conditions.

  • 8.3: The Client acknowledges and agrees that the Agency and the Model may use the images resulting from any booking in any form whatsoever, solely in order for the model and the Agency to promote the Model and in the search of future job opportunities for the model. The Model and the Agency 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.

  • 9.1: Should there be conflict of ideas between the Model and the Client relating to a Booking, the Client will immediately inform the Agency about the disagreement and the Agency will use reasonable endeavours to resolve the disagreement amicably. The Client must inform the Agency immediately during a Booking if there are any complaints or issues with the Model. The Agency will deal with those issues and complaints as soon as practicable.

  • 9.2: Disputes, conflicts or issues will not be addressed after a booking and, when raised after a Booking, do not entitle the Client to a reduction or waiver of the Fee.

9. CONFLICTS AND DISPUTES

  • 10.1: “Confidential Information” means all information exchanged between the parties (either before or after the date of this Agreement) for or in connection with the performance of this Agreement, but does not include information which: is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means; is in the possession of a party without restriction in relation to disclosure before the date of receipt from the other party or prior to that party's execution of this Agreement, as the case may be; has been developed or acquired by a party independently of this Agreement; or is required by law to be disclosed.

10. CONFIDENTIALITY

  • 11.1: The Client warrants and represents to the Agency that it has full capacity to enter into these terms and conditions and performs its obligations under these terms and conditions; it will take all steps necessary to ensure that the model is protected and treated in accordance with all applicable laws and good industry practice; it has all necessary permits, licenses and consents to enter into and to perform its obligations under these terms and conditions and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and it will promptly disclose to the Agency 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 the Agency to ensure that the Talent is suitably prepared and able to perform the Services.

11. WARRANTY

12. LIMITATION OF LIABILITY

  • 12.1: The Agent’s liability to the Client, howsoever arising, in connection with the provision of the Agent’s Services and/or the Services will not exceed the Fee paid in respect of those Services. The Agent will not be liable to the Client for any indirect, incidental or consequential loss or damage, howsoever arising, in connection with the provision of the Services. The Agent will not be liable for any unauthorised actions of any third parties in relation to materials created under these Terms and Conditions.

  • 13.1: The Client shall indemnify the Agency and hold the Agency harmless against all costs, expenses, damages and losses suffered or incurred by the Agency (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; any claim brought by a third party against the Agency 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 the Agency 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.

  • 13.2: The Client is liable for any and all medical expenses or any loss or damage to personal property of whatsoever nature that occurs to the Talent or the property of the Talent during the Booking. Neither the Agency nor the Model will bear responsibility in respect of any illness, accident, loss or damage of whatsoever nature that may occur during the Booking.

13. INDEMNITY

  • 14.1: Neither party will 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 will be entitled to a reasonable extension of its obligations.

14. FORCE MAJEURE

  • 15.1: The Client will not be entitled to assign any rights or obligations or in any way delegate its duties under an Agreement or under these Terms and Conditions without the prior written consent of the Agency.

15. ASSIGNMENT

  • 16.1: If any part of these Terms and Conditions or an Agreement is held to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, that provision will be severed and the remainder of the provisions will continue in full force and effect as if these Terms and Conditions of that Agreement had been agreed with the invalid, illegal or unenforceable part eliminated.

16. SEVERABILITY

  • 17.1: The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions or an Agreement will not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions or all of the Agreement.

17. WAIVER

  • 18.1: Any notice to be given by either party to the other may be served by personal service or by post to the address of the other party given in the Booking Form or such other address as such party may from time to time have communicated to the other in writing, with a copy sent by email. If given by letter, it will be deemed to have been served at the time at which the letter was delivered personally or if sent by post will be deemed to have been delivered in the ordinary course of post.

18. NOTICES

  • 19.1: We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this Website/Agency from the date of the publication of the revised terms and conditions on this Website/Agency.

19. VARIATIONS

  • 20.1: These Terms and Conditions, together with other legal documents by the Company constitute the entire agreement between you (Client) and the Agency and www.shamsagency.com in relation with your use of this website.

20. ENTIRE AGREEMENT

21. GOVERNING LAW AND JURISDICTION 

  • 21.1: These Terms and Conditions and any disputes that arise out of these Terms and Conditions will be governed by the laws in force in the Emirate of Dubai. The Parties submit to the non-exclusive jurisdiction of the courts of the Emirate of Dubai.

22. CONTACT DETAILS: