Terms of Business
TERMS AND CONDITIONS OF BUSINESS FOR THE SUPPLY OF TEMPORARY MODEL / PROMOTIONS WORKERS
1 DEFINITIONS
In these Terms and Conditions of Business the following definitions shall apply:-
Model / Promotions Worker means the individual engaged by RMG Modelling & Promotions Ltd and introduced to or supplied to the Hirer for the purpose of carrying out work;
"Assignment" means the period during which the Model / Promotions Worker is supplied to provide services to the Hirer;
"AWR" means the Agency Model / Promotions Worker Regulations 2010;
“Data Protection Legislation” means the GDPR and any applicable national implementing legislation, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of personal data, in each case as amended, replaced, or superseded from time to time.
“Charges” means the Employment Business’s charges calculated in accordance with the Terms and as may be varied from time to time in accordance with these Terms;
“Employment Business” means RMG Modelling & Promotions Ltd (RMG) registered company no: 05635436 of Meriden Hall, Main Road, Meriden, Warwickshire, CV7 7PT;
“Engagement” means the engagement (including the Model / Promotions Worker’s acceptance of the Hirer’s offer), employment or use of the Model / Promotions Worker by the Hirer or by any third party to whom the Model / Promotions Worker has been introduced by the Hirer, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Model / Promotions Worker is an officer, employee or other representative; and “ Engage”, “Engages” and “Engaged” shall be construed accordingly;
“GDPR” the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council;
"Hirer" means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Model / Promotions Worker is introduced;
"Hirer Associated Company" means any holding company or undertaking of the Hirer and any subsidiaries and subsidiary undertakings of the Hirer or such holding company or undertaking, where a "subsidiary", "subsidiary undertaking" and "holding company" have the meanings ascribed to them by the Companies Act 2006;
“Introduction” means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Model / Promotions Worker; (ii) the Hirer’s interview of the Model / Promotions Worker (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply a Model / Promotions Worker; or (iii) the supply of the Model / Promotions Worker; and, in any case, which leads to an Engagement of the Model / Promotions Worker; and “Introduced” and “Introducing” shall be construed accordingly;
"Services" means the introduction and/or provision of a Model / Promotions Worker to the Hirer in accordance with these Terms;
"Terms" means these Terms and Conditions of Business;
2 THE TERMS
2.1 These Terms shall govern the supply of Model / Promotions Workers to the Hirer by RMG and are effective from the date a Model / Promotions Worker commences an Assignment with the Hirer.
2.2 The hire or use of a Model / Promotions Worker by the Hirer shall be deemed to constitute acceptance by the Hirer of these Terms.
2.3 These Terms contain the entire agreement between the parties ("the Contract") and shall prevail over any other terms and conditions or purchase conditions put forward by the Hirer.
2.4 All Model / Promotions Worker supplied to the Hirer shall be engaged by RMG under a contract for services.
2.5 In supplying the Services RMG is acting as an employment business in terms of section 13 of the Employment Agencies Act 1973
2.6 The assignments of Model / Promotions Workers for TV assignments must fall between the guidelines as per the British Actors Equity Association Regulations.
2.7 If the Hirer is not the photographer, it is the Hirer’s responsibility to draw these Terms to the attention of the photographer and obtain their agreement to them before the shoot commences. The photographer agrees to restrict use of copyright other than agreed in section 3 of these terms.
3 THE CHARGES
3.1 Assignment fees are charged by the day or by the hour plus VAT.
3.2 Unless otherwise agreed all Model / Promotions Workers are assigned for experimental, test shoots and editorial projects only. Express permission must be given by RMG for any additional usage / buy out of images for display material (i.e. swing tickets, show cards, posters, packaging, internet, social media, OOH and TV etc) additional rates and charges are payable for these disciplines. Photographs may not be used for any purpose until the relevant pre-negotiated fees have been paid. Additional fees are also charged for the right to use images outside of the UK.
3.3 It is the Hirer’s responsibility to notify RMG and negotiate additional fees for any usage / buy out that may be required subsequent to the time of assignments.
3.4 The Hirer must provide all transport details to RMG for the assignment of Model / Promotions Workers for specific location assignments. Travel time will be negotiated at the time of assignment this includes locations abroad.
3.5 Day rates are charged to the Hirer for the assignment of Model / Promotions Workers for video work plus a negotiated buy out.
3.6 The Hirer agrees to pay the charges of RMG as notified at the time of assignment of the Model / Promotions Workers. Overtime charges may be applicable and will be notified at the time of the booking.
3.7 RMG' charges invoiced to the Hirer are payable not later than 28 days from the date of the invoice. RMG reserves the right to charge interest on any invoices unpaid after such date at a rate equal to 4% above the base rate of the Bank of Scotland at the time being in force calculated on a daily basis
3.8 If the Hirer fails to pay any invoices by the due date RMG reserve the right to terminate the Contract and upon such termination, all unpaid invoices which have not as yet become due for payment, shall immediately become payable in full.
3.9 RMG understand and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if RMG is not paid in accordance with the agreed payment terms.
4 CANCELLATIONS
4.1 Should the Hirer be unable to confirm provisional assignments, RMG reserves the right to cancel the provisional assignment and re-assign the Model / Promotions Worker to an alternative assignment.
4.2 If an assignment is cancelled within one working day of the starting time or within 24 hours of the Assignment date the full fees will be charged.
4.3 There may be certain circumstances where Model / Promotions Worker assignments are dependent on weather conditions. In the event of cancellation due to the inclemency of the weather the first cancellation will be charged at half fee (unless the Model / Promotions Workers arrive at the assignment) the second and subsequent cancellations will be charged at full fee.
5 COMPLAINTS
5.1 In the event that the Hirer has any reasonable cause to complain to RMG about a Model / Promotions Worker or the standard of work carried out by a Model / Promotions Worker, and for that complaint to be considered, the Hirer must notify RMG of the complaint during the course of the Assignment.
6 STANDARD OF WORK
6.1 All Model / Promotions Worker are deemed to be under the exclusive direction, supervision and control of the Hirer from the time the Model / Promotions Worker first reports at the Hirer's premises to take up duties and for the duration of the Assignment.
6.2 During the Assignment the Hirer shall:-
(a) specify the manner in which the Model / Promotions Worker carries out the work; and
(b) undertake to supervise the Model / Promotions Worker sufficiently to ensure the Hirer’s satisfaction with the standard of work.
7 INFORMATION TO BE PROVIDED BY THE HIRER
7.1 Before RMG will supply a Model / Promotions Worker to the Hirer, the Hirer must provide RMG with the following information:-
7.1.1 confirmation of the identity of the Hirer and the nature of the Hirer's business and the usage information
7.1.2 the date on which the Hirer wants the Model / Promotions Worker to start work and the duration or likely duration of the Assignment
7.1.3 the number of hours which the Hirer will require the Model / Promotions Worker to work in order that RMG can comply with its duties under the Working Time Regulations 1998
7.1.4 the position, including the type of work the Model / Promotions Worker will be required to do, and the location at which the Model / Promotions Worker will be required to work
7.1.5 any risks to health and safety known to the Hirer and the steps taken by the Hirer to prevent or control such risks. The Hirer must carry out appropriate risk assessments and inform RMG of all known risks relevant to any Model / Promotions Worker, site, equipment and working conditions relevant to the Assignment and the controls that have been put in place to prevent or control such risks.
7.1.6 the experience, training, qualifications and any authorisation which the Hirer considers necessary or the Model / Promotions Worker requires to have by law or by the requirements of any professional body in order to carry out the Assignment.
7.1.7 Full and accurate information concerning the pay; usages; the duration of working time; night work; rest periods; rest breaks and annual leave (as these terms are defined in the AWR) applicable to any Model / Promotions Worker that would be recruited directly by the Hirer to do the same job as the Model / Promotions Worker;
7.1.8 any expenses payable by or to the Model / Promotions Worker.
7.1.9 any other information considered necessary by RMG in order to comply with all statutory requirements from time to time
8 PERSONAL PROTECTIVE EQUIPMENT
8.1 The Hirer shall provide such personal protective equipment and clothing necessary to ensure the health, safety and welfare of the Model / Promotions Worker without charge to RMG or the Model / Promotions Worker. In the event that RMG is required to provide any such protective clothing and/or equipment, RMG may charge the Hirer for the cost of providing such clothing and/or equipment.
9 TRANSFER FEE/EXTENSION OF HIRE PERIOD
9.1 The transfer fee or extension to the hire period as set out in Clause 9.2 will apply in the following situations:-
9.1.1 the Model / Promotions Worker is taken on directly or employed by the Hirer
9.1.2 the Model / Promotions Worker is supplied to the Hirer by a different employment business or employment agency; or
9.1.3 the Hirer introduces the Model / Promotions Worker to another person who employs or engages the Model / Promotions Worker.
9.2 In the event that any of the three situations set out in Clause 9.1 arises either in the duration of the Assignment or the period of 8 weeks commencing on the day after the day on which the Model / Promotions Worker last worked for the Hirer pursuant to being supplied by RMG or the period of 14 weeks commencing on the first day on which the Model / Promotions Worker worked for the Hirer pursuant to the supply of that Model / Promotions Worker by RMG (whichever of the periods ends later) then the Hirer must either (subject to electing upon giving 7 days notice):-
9.2.1 make payment to RMG of a Transfer Fee calculated as follows: 17.5% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the hourly charges agreed pursuant to clause 3 multiplied by 200. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due;
9.2.2 or elect for an extension to the Assignment of 26 weeks during which RMG will continue to supply the Model / Promotions Worker to the Hirer on terms no less favourable to the Hirer than those which applied immediately before RMG received notice from the Hirer that it wished to exercise its right under this Clause 9.2.2.
9.3 Where the Hirer does not give the notice referred to in 9.2 above before the Model / Promotions Worker is engaged the parties agree that the Transfer Fee shall be due.
9.4 In determining for the purposes of Clause 9.2 the first day on which the Model / Promotions Worker worked for the Hirer pursuant to the supply of that Model / Promotions Worker to that Hirer, no account shall be taken of any supply that occurred prior to a period of more than 42 days during which that Model / Promotions Worker did not work for that Hirer pursuant to being supplied by RMG.
9.5 The three situations detailed in Clause 9.1 shall be deemed to have occurred when the Model / Promotions Worker, where the Model / Promotions Worker is an individual, carries out work under his or her own name or on behalf of any limited company or other legal entity which he or she controls or with which he or she is connected.
9.6 Where the Hirer elects to pay the introduction fee, payment of the introduction fee must be made not later than 28 days from the date of the invoice. RMG reserves the right to charge interest on any invoices unpaid after such date at a rate equal to 4% above the base rate of the Bank of Scotland from time to time being in force calculated on a daily basis. For the purposes of clause 9.1 “Hirer” shall include any Hirer Associated Company
10 LIABILITY
10.1 Whilst every effort is made by RMG to ensure the reasonable standards of skill, integrity and reliability of the Model / Promotions Worker provided to the Hirer and to provide the Model / Promotions Worker in accordance with the assignment details and requirements of the Hirer, RMG shall not be liable for:-
(a) any losses, damages, costs, expenses or delay arising directly or indirectly from RMG failure to provide any Model / Promotions Worker for all or part of the period of the assignment;
(b) any losses, damages, costs, expenses or delay arising directly or indirectly from any act or omission whatsoever of the Model / Promotions Worker.
(c) Any loss, expense or damage caused directly or indirectly by any negligence or dishonesty or misconduct or lack of skill or any act of omission whether wilful or otherwise of a Model / Promotions Worker.
10.2 Notwithstanding any other provision contained herein (save for death or personal injury) RMG entire liability under these Terms shall not exceed the annual value of the fees received by it from the Hirer arising from RMG provision of the Services pursuant to these Terms.
10.3 Save as expressly provided for under these Terms, RMG shall not be liable for any incidental, indirect, special, punitive or consequential loss or damage, including but not limited to any loss of business, revenue, profits, loss of or use of data, loss of savings or anticipated savings, loss of investment, loss of goodwill, loss of extra administrative cost whether or not foreseeable or cost of capital arising out of or in connection with the provision of the Services and/or these Terms.
11 INDEMNITY
11.1 The Hirer shall indemnify and keep indemnified RMG on demand from and against any and all losses, claims, damages, costs (including legal costs on a full and unqualified indemnity basis) charges, expenses, liabilities or demands, proceedings and actions which RMG may sustain or incur or which may be brought or established against RMG by any person (including a Model / Promotions Worker) arising out of or in relation to the supply (or attempted supply) of the Model / Promotions Worker to the Hirer or the breach of any of these Terms by the Hirer. For the avoidance of doubt this includes any personal injury claims of whatsoever nature and shall also include any claim by any Model / Promotions Worker against RMG arising out of any breach of the AWR.
11.2 Any exclusion or limitation clause or right of indemnity in these Terms shall inure not only to the benefit of RMG but also of its directors, servants and agents.
12 UNDERTAKINGS BY THE HIRER
12.1 The Hirer undertakes to comply in all respects with all statutes, statutory instruments, codes of practice and other legal obligations and requirements to which the Hirer is ordinarily subject in respect of the Hirer's own staff in relation to any Model / Promotions Worker assigned to the Hirer.
12.2 The Hirer undertakes to effect and maintain adequate levels of insurance cover in order to meet its obligations herein, including but not limited to Employer's Liability and Public Liability insurance cover.
12.3 The Hirer undertakes not to instruct any Model / Promotions Worker to carry out duties outside the scope of the Assignment nor to carry out any duties for which particular skills and experience are required and which have not been previously specified to RMG. Where RMG provides its consent, such consent shall only be granted on the basis that the Hirer has in place appropriate insurance to the satisfaction of RMG and which has been endorsed for RMG' benefit.
12.4 The Hirer shall not give to the Model / Promotions Worker any cash, cheque or other valuables without the prior written approval of RMG. In the event that RMG provide written approval under this sub-clause they shall not be responsible for any loss that the Hirer incurs by virtue of providing such cash, cheque or other valuables.
12.5 The Hirer shall notify RMG immediately in the event that a Model / Promotions Worker fails to attend work when expected.
12.6 The Hirer shall notify the Health & Safety Executive under RIDDOR immediately in the event that the Model / Promotions Worker is involved in any accident or sustains any injury whilst on Assignment to RIDDOR .
12.7 Where RMG supplies a Model / Promotions Worker who is requested to drive a Hirer’s vehicle, the Hirer shall check references of Temporary Drivers, and will examine driving licences and permits. Notwithstanding this the Hirer agrees to take direct responsibility for all statutory duties where applicable in respect of driving licence, maintenance and safety of vehicles, Health and Safety Regulations, and Road Traffic liability insurances: including but not limited to fully comprehensive insurance for the vehicle to be driven and its contents.
12.8 The Hirer shall immediately provide to RMG notification of any changes to the information which it has provided to RMG under clause 7 as soon as the Hirer becomes aware of any such changes.
12.9 Where any Model / Promotions Worker has been provided to the Hirer or any Hirer Associated Company (whether by RMG or any other party) to carry out broadly the same role as required under the Assignment the Hirer shall immediately notify RMG of both that fact and the dates upon which any such Model / Promotions Worker was so supplied.
12.10 The Hirer shall not give a Model / Promotions Worker keys to their premises or key holder responsibilities without the prior written consent of RMG.
13 DATA PROTECTION
13.1 Data Protection Legislation. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
13.2 Roles. The parties acknowledge that for the purposes of the Data Protection Legislation and at various times throughout the term of these Terms, they may be data controllers in common or joint data controllers.
13.3 Purposes of Data Processing. Personal data is shared, exchanged between, and processed by the parties to these Terms in connection with the supply of Model / Promotions Worker to the Hirer by RMG.
13.4 Shared Personal Data. For the purposes detailed above, the parties may share, exchange and process the following (the “Shared Personal Data”):
13.5 the following basic personal data: contact details for Model / Promotions Worker, their CV and employment history, and timesheets; and
13.6 the following sensitive personal data: ethnicity, disability, health and medical information about Model / Promotions Worker, and their criminal record.
13.7 Data Retention and Deletion. The parties shall not retain or process Shared Personal Data for longer than is necessary to carry out the agreed purposes detailed above.
13.8 Notwithstanding clause 13.7, the Parties shall continue to retain Shared Personal Data in accordance with any statutory, regulatory or professional retention periods applicable in their respective industry.
13.9 Data Processors. The Hirer shall not share the Shared Personal Data with a third party without the express written permission of RMG.
13.10 Where express written permission has been granted further to clause 13.9, the Hirer shall not disclose or transfer Shared Personal Data outside the EEA without ensuring that adequate and equivalent protections to that required by applicable Data Protection Legislation will be afforded to the Shared Personal Data.
13.11 As individual data controllers, The Hirer and RMG shall separately manage the commercial and data management activities of any of their respective sub-processors (where appropriate), providing them with such personal information as the sub-processors may reasonably require in order for the sub-processors to provide their services.
13.12 Data Security. Each party undertakes to implement the appropriate organisational and technological measures in such a manner that meets the requirements of applicable law, in particular the Data Protection Legislation, in order to protect the Shared Personal Data in their possession against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure, and to ensure the protection of the rights of the data subjects.
13.13 Data Breaches. The Hirer is under a strict obligation to notify any potential or actual losses of the Shared Personal Data to RMG as soon as possible and, in any event, within 1 Business Day of identification of any suspected potential or actual loss.
13.14 Clause 13.13 also applies to any breaches of security which may compromise the security of the Shared Personal Data.
13.15 The Hirer agrees to provide reasonable assistance as is necessary to RMG in order to facilitate the handling of any data security breach in an expeditious and compliant manner.
13.16 In the event of a dispute or claim brought by a data subject or the relevant data protection authority concerning the processing of Shared Personal Data against the Hirer, the Hirer will inform RMG about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion. RMG reserves its right, in its sole discretion, to have control over any such proceedings.
13.17 Rights of Data Subjects. The parties shall maintain a record of subject access requests, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meetings, correspondence or phone calls relating to the request.
13.18 The parties agree that the responsibility for complying with a subject access request falls to the party receiving the subject access request in respect of the Shared Personal Data held by that party. The parties agree and warrant that where it is responsible under these Terms for responding to a subject access request, it will do so within one month from the date of receipt of the subject access request, and in all other respects in accordance with Data Protection Legislation.
13.19 The parties agree to provide reasonable and prompt assistance (within 5 Business Days of such a request for assistance) as is necessary to each other to enable them to comply with Subject Access Requests and to respond to any other queries or complaints from data subjects.
13.20 Warranties and Indemnities. The Hirer warrants and undertakes that it will:
13.20.1 Process the Shared Personal Data in compliance with the Data Protection Legislation and all other applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its personal data processing operations.
13.20.2 Where applicable, maintain registration with all relevant data protection authorities to process all Shared Personal Data for the agreed purpose.
13.20.3 Take all appropriate steps to ensure compliance with these Terms.
13.21 The Hirer shall indemnify RMG against all costs, expense (including legal expenses), damages, loss (including loss of business or loss of profits), liabilities, demands, claims, actions or proceedings which RMG may incur arising out of any breach of these Terms howsoever arising for which The Hirer may be liable.
14 VARIATION TO TERMS
14.1 Save in relation to the items specified in clause 14.2 any variation of these Terms must be agreed in writing by a Managing Director of RMG to be effective. In the event that a variation to these Terms is agreed, RMG will provide the Hirer with a new set of Terms setting out the details of the changes and stating the date on which the varied terms take effect within 7 working days of the date of agreement to the variation.
14.2 Any variation to the charges and any rebates or refunds will only be valid if previously agreed in writing by a manager of RMG.
15 LAW
15.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
16 FORCE MAJEURE
16.1 Except as otherwise provided, neither party shall be obligated to perform hereunder and neither shall be deemed to be in breach if performance is prevented by (i) fire, earthquake, flood, wind, typhoon, water, act of God, riot, civil commotion, or other matter or condition of like nature, or (ii) any law, ordinance, rule, regulation or order of any public, governmental or military authority stemming from the existence of economic controls, riot, hostilities, war or governmental law and regulations.
17 TRANSFER OF CONTRACT
17.1 The Hirer or RMG shall not without the consent in writing of the other party assign or transfer the Contract or any part, share or interest therein. No instalment or other sum of money due payable under the Contract shall be payable to any other person than RMG.
18 CONFIDENTIAL INFORMATION
18.1 The Hirer agrees to treat the Contract, information relating to RMG’ business which is capable of being confidential, and all information relating to the Model / Promotions Worker, as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to RMG technology, or other know-how, business plans or finances or any such information relating to a subsidiary, supplier, customer or client of RMG where the information was received during the period of the Contract and upon termination of the Contract for whatever reason the Hirer shall deliver up to RMG all working papers, computer disks and tapes or other material and copies provided to or prepared by the Hirer pursuant either to the Contract or to any previous obligation owed to RMG.
19 PARTNERSHIP
19.1 The provisions of the Contract shall not be deemed to constitute a partnership between the parties.
20 Economic and Monetary Union
20.1 A decision by the United Kingdom to join or not to join the Economic and Monetary Union will not itself cause the Contract to be terminated or entitle one party unilaterally to vary or terminate it.
21 THIRD PARTY RIGHTS
21.1 No provision in the Contract is intended to or does confer upon any third party any benefit or right enforceable by the third party.
22 DISPUTE RESOLUTION
22.1 Any question or difference which may arise concerning the Terms will be dealt with as follows:
(a) The first instance between the RMG Branch and the relevant Hirer;
(b) If not resolved, the issue may be escalated to a RMG Director and the relevant Hirers’ Senior Representative;
(c) If the issue cannot be resolved at either of the first two levels, the matter will be escalated to the RMG Managing Director.
23 SEVERABILITY
23.1 If any term of the Contract is found to be illegal, invalid or unenforceable under any applicable law, such terms shall, insofar as it is severable from the remaining terms, be deemed omitted from the Contract and shall in no way affect the legality, validity or enforceability of the remaining terms.
24 WAIVER
24.1 No failure to exercise, nor delay or omission by any party in exercising any right, power or remedy conferred on it under the Contract or provided by law shall affect that right or remedy; or operate as a waiver of it nor will any partial exercise by any party of any right or remedy prevent any further exercise of that right or remedy or the exercise of any other right or remedy.
We hereby acknowledge receipt of these Terms and Conditions of Business and agree to be bound by them.
RMG Operate an Equal Opportunities Policy