25 May 2026
Relating to:
Terms of Obligations
between
01 Mangrove VIP Recruit Ltd (Company No. 11004728)
02 Independent Worldwide Models Agent Recruiter Limited (Company No. 16453712)
and
Models, Clients, and Website Users (as applicable)
—
Clause
| Description
|
Part A
| General Provisions
|
1.
| Definitions and Interpretation
|
2.
| About the Companies
|
3.
| Services Overview
|
4.
| Joint and Several Liability
|
5.
| Data Protection
|
6.
| Complaints and Disputes
|
7.
| General Terms
|
Part B
| Terms for Models
|
8.
| Engagement of Models
|
9.
| Model Obligations
|
10.
| Minor Models
|
11.
| Model Fees and Payment
|
12.
| Cancellation by Models
|
Part C
| Terms for Clients
|
13.
| Client Engagement
|
14.
| Booking Terms
|
15.
| Client Fees and Payment
|
16.
| Cancellation by Clients
|
17.
| Image and Photograph Rights
|
18.
| Client Obligations
|
Part D
| Terms for Website and E-Commerce Users
|
19.
| Website Terms of Use
|
20.
| E-Commerce Terms
|
21.
| Consumer Rights
|
Part E
| Schedules
|
Schedule 1
| Fee Schedule
|
Schedule 2
| Model Code of Conduct
|
—
TERMS OF OBLIGATIONS
THIS DOCUMENT sets out the Terms of Obligations effective from 25 May 2026.
ISSUED BY:
(1) Mangrove VIP Recruit Ltd, a private limited company incorporated in England and Wales with registered number 11004728, incorporated on 10 October 2017, whose registered office is at 16a Yeldham Road, London, W6 8JE (the “Company 1”); and
(2) Independent Worldwide Models Agent Recruiter Limited, a private limited company incorporated in England and Wales with registered number 16453712, incorporated on 15 May 2025, whose registered office is at 16a Yeldham Road, London, W6 8JE (the “Company 2”),
(together referred to as the “Companies”, the “Service Providers”, or “we”, “us”, and “our”).
Director: Mr Patrick Bernard Matima
BACKGROUND:
(A) The Companies operate a worldwide models agent recruitment and photography business, providing services to models, clients, and the general public through their website and e-commerce platform.
(B) The Companies work with fashion models, editorial models, catalog models, runway models, commercial models, glamour models, print models, promotional models, fitness models, plus-size models, art models, dancers, and alternative models.
(C) The Companies’ clients include agencies, casting directors, designers, photographers, and profit and non-profit organisations.
(D) These Terms of Obligations set out the rights, responsibilities, and obligations of all parties who engage with the Companies, whether as a Model, a Client, or a Website User.
(E) The cancellation fees set out in these Terms of Obligations represent a genuine pre-estimate of the loss that the Companies would suffer in the event of a cancellation or no-show, having regard to the costs of reserving studio or hotel facilities, rescheduling models, administrative costs, and loss of opportunity to accept alternative bookings. These fees are not intended as a penalty.
IT IS AGREED as follows:
PART A: GENERAL PROVISIONS
1.1. Definitions
In these Terms of Obligations, unless the context otherwise requires, the following terms shall have the meanings set out below:
“Booking” means any confirmed engagement for a Model to provide modelling or related services, whether for a Photoshoot, casting, runway show, or other assignment arranged through the Companies.
“Booking Confirmation” means the written confirmation (including by email) issued by the Companies to the Client and/or Model confirming the details of a Booking, including the date, time, location, duration, and fees payable.
“Business Day” means any day from Monday to Saturday (inclusive), excluding Sundays and public holidays in England.
“Cancellation Fee” means the fee of two hundred pounds (GBP 200.00) payable in accordance with Clause 12 or Clause 16 in the event of a cancellation or no-show, representing a genuine pre-estimate of loss as described in Recital (E).
“Client” means any individual, company, partnership, agency, casting director, designer, photographer, or organisation that engages or seeks to engage the services of a Model through the Companies.
“Companies” means Mangrove VIP Recruit Ltd (Company No. 11004728) and Independent Worldwide Models Agent Recruiter Limited (Company No. 16453712), acting jointly and severally.
“Consumer” means an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft, or profession, as defined in the Consumer Rights Act 2015.
“Data Protection Laws” means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any subordinate legislation, guidance, and codes of practice issued by the Information Commissioner’s Office, in each case as amended or replaced from time to time.
“Effective Date” means 25 May 2026.
“Fee Schedule” means the schedule of fees set out in Schedule 1 to these Terms of Obligations.
“Intellectual Property Rights” means patents, trademarks, service marks, registered designs, copyrights, database rights, design rights, moral rights, rights in photographs, rights in performances, and all other intellectual property rights of any nature, whether registered or unregistered, anywhere in the world.
“Minor Model” means any Model who is under the age of eighteen (18) years.
“Model” means any individual who is engaged by or through the Companies to provide modelling, performance, or related services, whether on a freelance, self-employed, or other basis.
“Model Portfolio” means photographs, videos, measurements, biographical information, and other materials relating to a Model that are held or used by the Companies for the purposes of marketing, promotion, or securing Bookings.
“Parent or Guardian” means the parent or legal guardian of a Minor Model who has provided consent in accordance with Clause 10.
“Personal Data” has the meaning given to it in the Data Protection Laws.
“Photoshoot” means any photography or videography session arranged by or through the Companies.
“Services” means the modelling, recruitment, photography, and related services provided by the Companies as described in Clause 3.
“Terms” means these Terms of Obligations, including all schedules annexed hereto.
“Website” means the website operated by the Companies at www.matima.me and any successor or related websites.
“Website User” means any individual who accesses or uses the Website, whether or not they are a registered user.
1.2. Interpretation
In these Terms:
(a) references to clauses and schedules are to clauses of, and schedules to, these Terms;
(b) references to a person include any individual, company, partnership, firm, trust, corporation, government, governmental body, agency, unincorporated body of persons, or association;
(c) references to a statute or statutory provision include any subordinate legislation made under it and any modification, amendment, or re-enactment thereof;
(d) words in the singular include the plural and vice versa;
(e) headings are for convenience only and shall not affect interpretation; and
(f) references to writing or written include email but exclude text messages and communications via social media platforms.
2.1. Mangrove VIP Recruit Ltd (Company No. 11004728) was incorporated in England and Wales on 10 October 2017 and is a private limited company.
2.2. Independent Worldwide Models Agent Recruiter Limited (Company No. 16453712) was incorporated in England and Wales on 15 May 2025 and is a private limited company.
2.3. Both Companies share the same registered office at 16a Yeldham Road, London, W6 8JE.
2.4. The Companies can be contacted as follows:
(a) Office telephone: +442087414358;
(b) Mobile telephone: +447747237312 and +447942934423;
(c) Website: www.matima.me; and
(d) Email: info@matima.me.
3.1. The Companies operate a worldwide models agent recruitment and photography business. The Services include, but are not limited to:
(a) recruitment and representation of Models for Bookings with Clients;
(b) arranging and managing Photoshoots, casting sessions, and runway engagements;
(c) maintaining and promoting Model Portfolios;
(d) matching Models with Clients based on Client requirements; and
(e) providing an online platform through the Website for the promotion of Models and the facilitation of Bookings.
3.2. The types of modelling covered by these Terms include fashion, editorial, catalog, runway, commercial, glamour, print, promotional, fitness, plus-size, art, dance, and alternative modelling.
3.3. The Companies work with agencies, casting directors, designers, photographers, and profit and non-profit organisations worldwide.
3.4. Regulatory Disclosure
3.5. Pursuant to the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Companies make the following disclosures:
(a) Models engaged through the Companies are engaged as independent contractors and not as employees of the Companies. Nothing in these Terms shall create an employment relationship, a relationship of agency (other than for the purposes of securing Bookings), or a partnership between the Companies and any Model.
(b) The Companies act as an employment agency within the meaning of the Employment Agencies Act 1973 in that the Companies introduce or supply Models to Clients for the purpose of Bookings.
(c) Models are free to work with other agencies or seek Bookings independently, unless otherwise agreed in writing for a specific exclusivity period.
(d) The Companies shall not charge Models a fee for finding them work. Any fees deducted from Model earnings represent the Companies’ commission for arranging Bookings and are disclosed in advance.
(e) The nature of the work, the minimum rate of pay, and the identity of the Client shall be communicated to the Model before the commencement of any Booking.
4.1. The obligations and liabilities of the Companies under these Terms are joint and several. Any act, omission, or default of one Company shall be treated as an act, omission, or default of both Companies.
4.2. Any claim by a Model, Client, or Website User may be brought against either or both Companies, and each Company shall be liable for the full amount of any such claim.
4.3. Any notice, payment, or communication to or from one Company shall be deemed to be notice, payment, or communication to or from both Companies.
4.4. As between themselves, the Companies shall be responsible for apportioning any liability arising under these Terms in such manner as they may agree.
5.1. Data Controller
5.2. The Companies act as joint data controllers in respect of the Personal Data collected and processed in connection with the Services. This joint controller arrangement is governed by an internal agreement between the Companies.
5.3. For the purposes of exercising data subject rights, the primary point of contact is info@matima.me.
5.4. Personal Data Collected
5.5. The Companies may collect and process the following categories of Personal Data:
(a) Models: full name, contact details (address, telephone number, email), date of birth, photographs, video recordings, body measurements, biographical information, portfolio materials, payment details, national insurance number or tax reference, and where applicable, parental or guardian contact details for Minor Models;
(b) Clients: business name, contact details, billing information, payment details, and details of individuals authorised to act on behalf of the Client; and
(c) Website Users: name, email address, IP address, browsing data, cookies, order history, and payment details.
5.6. Lawful Basis for Processing
5.7. The Companies process Personal Data on the following lawful bases under Article 6 of the UK GDPR:
(a) performance of a contract to which the data subject is party, or to take steps at the request of the data subject prior to entering into a contract (Article 6(1)(b));
(b) compliance with a legal obligation to which the Companies are subject (Article 6(1)(c));
(c) legitimate interests pursued by the Companies, namely the operation of the modelling recruitment and photography business, provided such interests are not overridden by the rights and freedoms of the data subject (Article 6(1)(f)); and
(d) consent of the data subject, where specifically obtained (Article 6(1)(a)), including in respect of marketing communications and the publication of photographs on the Website or social media.
5.8. Data Subject Rights
5.9. In accordance with the Data Protection Laws, data subjects have the right to:
(a) request access to their Personal Data (right of access);
(b) request rectification of inaccurate Personal Data (right to rectification);
(c) request erasure of their Personal Data in certain circumstances (right to erasure);
(d) request restriction of processing in certain circumstances (right to restriction);
(e) object to processing based on legitimate interests or direct marketing (right to object);
(f) receive their Personal Data in a structured, commonly used, and machine-readable format (right to data portability); and
(g) withdraw consent at any time where processing is based on consent, without affecting the lawfulness of processing carried out prior to withdrawal.
5.10. Requests to exercise data subject rights should be directed to info@matima.me. The Companies shall respond to such requests within one (1) calendar month of receipt, or such longer period as permitted by the Data Protection Laws.
5.11. Data Retention
5.12. The Companies shall retain Personal Data only for as long as is necessary for the purposes for which it was collected, or as required by applicable law. The following retention periods apply:
(a) Model records and portfolios: for the duration of the engagement plus six (6) years following the end of the engagement;
(b) Client records and booking history: for six (6) years following the last Booking;
(c) Website User account data: for the duration of the account plus two (2) years following account closure or last activity; and
(d) financial and tax records: for seven (7) years as required by HM Revenue and Customs.
5.13. Upon expiry of the applicable retention period, Personal Data shall be securely deleted or anonymised.
5.14. International Data Transfers
5.15. The Companies operate on a worldwide basis and may transfer Personal Data to countries outside the United Kingdom for the purposes of arranging international Bookings, communicating with overseas Clients, or hosting data on servers located outside the United Kingdom.
5.16. Where Personal Data is transferred to a country that has not been deemed to provide an adequate level of data protection by the Secretary of State, the Companies shall ensure that appropriate safeguards are in place, including:
(a) the use of Standard Contractual Clauses approved by the Information Commissioner’s Office;
(b) binding corporate rules; or
(c) such other transfer mechanism as is approved under the Data Protection Laws.
5.17. Data subjects may request further information about the safeguards in place for international transfers by contacting info@matima.me.
5.18. Data Security
5.19. The Companies shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
5.20. Right to Complain
5.21. Any data subject who is dissatisfied with the Companies’ handling of their Personal Data has the right to lodge a complaint with the Information Commissioner’s Office (ICO) at www.ico.org.uk.
6.1. Any complaint relating to the Services should be directed to info@matima.me or by telephone on +442087414358. The Companies shall acknowledge receipt of a complaint within five (5) Business Days and shall endeavour to resolve the complaint within twenty (20) Business Days.
6.2. If a complaint cannot be resolved through the Companies’ internal complaints procedure, the parties may agree to submit the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
6.3. Nothing in this Clause 6 shall prevent any party from commencing court proceedings at any time.
7.1. Governing Law
7.2. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
7.3. Jurisdiction
7.4. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, save that nothing in this Clause 7.2 shall limit the right of the Companies to take proceedings in any other court of competent jurisdiction.
7.5. Severability
7.6. If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect.
7.7. Entire Agreement
7.8. These Terms, together with any Booking Confirmation, constitute the entire agreement between the relevant parties in relation to the subject matter hereof and supersede all previous agreements, representations, and understandings between them, whether written or oral.
7.9. Variation
7.10. The Companies reserve the right to amend these Terms from time to time. Any material changes shall be notified to affected parties by email or by publication on the Website at least thirty (30) days before the changes take effect. Continued use of the Services or Website after such notice shall constitute acceptance of the amended Terms.
7.11. Waiver
7.12. No failure or delay by the Companies in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
7.13. Third Party Rights
7.14. A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
7.15. Force Majeure
7.16. The Companies shall not be liable for any failure or delay in performing their obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event, meaning any event beyond the reasonable control of the Companies, including but not limited to acts of God, fire, flood, pandemic, epidemic, war, terrorism, strike, lockout, government action, or failure of third-party telecommunications or power supply.
7.17. Notices
7.18. Any notice required or permitted to be given under these Terms shall be in writing and shall be sent by email to info@matima.me or by first class post to the Companies’ registered office at 16a Yeldham Road, London, W6 8JE.
7.19. A notice sent by email shall be deemed received on the next Business Day after sending. A notice sent by first class post shall be deemed received two (2) Business Days after posting.
7.20. Assignment
7.21. The Companies may assign or transfer their rights and obligations under these Terms to any successor entity or affiliated company without prior consent.
7.22. Models, Clients, and Website Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Companies.
PART B: TERMS FOR MODELS
8.1. Models are engaged by the Companies as independent contractors. Nothing in these Terms shall create an employment relationship between the Companies and any Model. For the avoidance of doubt, no Model is an employee, worker, or agent of the Companies (except for the limited purpose of the Companies acting as agent to secure Bookings on the Model’s behalf).
8.2. Each Model is responsible for their own tax and national insurance contributions. The Companies shall not be responsible for deducting income tax or national insurance contributions from any payments made to Models, unless required to do so by law.
8.3. By registering with or accepting Bookings through the Companies, the Model agrees to be bound by these Terms.
8.4. The Companies reserve the right to decline to register or represent any Model, or to terminate a Model’s registration, at any time and for any reason, subject to providing reasonable notice to the Model.
8.5. The Model grants to the Companies a non-exclusive, worldwide, royalty-free licence to use, reproduce, and display the Model’s name, likeness, photographs, and portfolio materials for the purposes of:
(a) promoting the Model to potential Clients;
(b) maintaining and displaying the Model Portfolio on the Website;
(c) marketing the Companies’ Services; and
(d) securing Bookings on the Model’s behalf.
8.6. The licence granted under Clause 8.5 shall continue for the duration of the Model’s registration with the Companies and for a period of twelve (12) months following deregistration, after which the Companies shall remove the Model’s materials from the Website and active marketing materials upon written request.
9.1. Each Model engaged through the Companies shall:
(a) arrive at the location of any Booking at the time specified in the Booking Confirmation, or at least fifteen (15) minutes prior to the scheduled start time;
(b) follow the dress code specified in the Booking Confirmation or as reasonably directed by the Companies or the Client;
(c) behave in a professional, courteous, and cooperative manner at all times during a Booking;
(d) not bring any unauthorised persons (including friends, family members, or personal assistants) to any Photoshoot, casting, or other Booking location, unless expressly permitted in writing by the Companies or the Client;
(e) comply with all reasonable directions given by the Client, photographer, or other personnel during a Booking, provided such directions do not require the Model to act unlawfully or in a manner that endangers their health or safety;
(f) notify the Companies as soon as reasonably practicable of any change in their availability, contact details, physical appearance, or any other matter that may affect their ability to fulfil Bookings;
(g) not engage in any conduct that is likely to bring the Companies into disrepute; and
(h) comply with the Model Code of Conduct set out in Schedule 2.
9.2. The Companies may suspend or terminate a Model’s registration if the Model commits a material breach of any obligation under this Clause 9 or under Schedule 2.
10.1. Age Verification
10.2. The Companies shall verify the age of all Models before registration. Where a Model is or appears to be under the age of eighteen (18), the Companies shall require proof of age in the form of a birth certificate, passport, or other government-issued identification.
10.3. Parental or Guardian Consent
10.4. No Minor Model shall be registered with the Companies or participate in any Booking unless the Companies have received the prior written consent of the Minor Model’s Parent or Guardian.
10.5. The consent of the Parent or Guardian must be given in writing (including by email) and must confirm:
(a) the Parent or Guardian’s identity and relationship to the Minor Model;
(b) the Parent or Guardian’s consent to the Minor Model participating in Bookings arranged by the Companies;
(c) the Parent or Guardian’s consent to the collection and processing of the Minor Model’s Personal Data in accordance with Clause 5; and
(d) acknowledgement that the Parent or Guardian has read and understood these Terms.
10.6. Safeguarding
10.7. The Companies are committed to safeguarding the welfare of Minor Models. The following measures shall apply to all Bookings involving Minor Models:
(a) a Parent or Guardian must be present at all times during any Photoshoot or Booking involving a Minor Model, unless the Companies have agreed otherwise in writing with the Parent or Guardian and appropriate alternative supervision is in place;
(b) working hours for Minor Models shall not exceed the limits prescribed by the Children and Young Persons Act 1933 and the Children (Performances and Activities) (England) Regulations 2014, or any successor legislation;
(c) the Companies shall ensure that all Photoshoot environments are safe and appropriate for Minor Models;
(d) the Companies shall not require or permit a Minor Model to participate in any Booking that is inappropriate for a person of their age; and
(e) the Parent or Guardian may withdraw their consent and remove the Minor Model from any Booking at any time if they have concerns about the Minor Model’s welfare.
10.8. Performance Licences
10.9. Where a Booking involving a Minor Model requires a performance licence under the Children and Young Persons Act 1933 or any other applicable legislation, the Client shall be responsible for obtaining such licence unless otherwise agreed in writing with the Companies.
11.1. Models shall be paid for Bookings in accordance with the rates agreed between the Companies and the Model, or as set out in the Booking Confirmation.
11.2. The Companies shall pay the Model their agreed share of fees within thirty (30) days of receipt of cleared payment from the Client.
11.3. The Companies’ commission shall be as agreed with each Model individually and shall be disclosed to the Model before the commencement of any Booking.
11.4. Models are responsible for maintaining accurate payment details with the Companies. The Companies shall not be liable for any delay in payment caused by inaccurate payment details provided by the Model.
12.1. A Model may cancel a confirmed Booking by providing written notice (including by email) to the Companies at least forty-eight (48) hours before the scheduled start time of the Booking. In such circumstances, no Cancellation Fee shall be payable.
12.2. If a Model cancels a confirmed Booking with less than forty-eight (48) hours’ notice, or fails to attend a confirmed Booking without prior notice (a no-show), the Cancellation Fee of two hundred pounds (GBP 200.00) shall be payable by the Model to the Companies.
12.3. The Cancellation Fee represents a genuine pre-estimate of the loss that the Companies would suffer as a result of a late cancellation or no-show, including but not limited to:
(a) the cost of reserving studio, hotel, or location facilities that cannot be recovered at short notice;
(b) administrative costs of rearranging or cancelling the Booking;
(c) loss of the opportunity to offer the Booking to an alternative Model; and
(d) potential loss of the Client relationship.
12.4. The Cancellation Fee may be deducted from any amounts otherwise payable to the Model, or invoiced to the Model separately if no amounts are outstanding.
12.5. The Companies reserve the right to waive the Cancellation Fee in exceptional circumstances, at their sole discretion.
PART C: TERMS FOR CLIENTS
13.1. These Terms apply to all Clients who engage or seek to engage the Services, whether for a single Booking or on an ongoing basis.
13.2. By requesting a Booking or otherwise engaging the Services, the Client agrees to be bound by these Terms.
13.3. The Companies shall use reasonable endeavours to match Clients with suitable Models based on the Client’s stated requirements, but do not guarantee the availability of any particular Model.
14.1. All Bookings must be confirmed in writing (including by email) by the Companies. No Booking shall be binding until a Booking Confirmation has been issued by the Companies.
14.2. The Booking Confirmation shall specify:
(a) the name of the Model or Models assigned to the Booking;
(b) the date, time, and location of the Booking;
(c) the estimated duration of the Booking;
(d) the fees payable; and
(e) any specific requirements, including dress code, props, or equipment.
14.3. The Client shall ensure that the Booking location is safe, clean, and suitable for the type of work to be carried out.
14.4. The Client shall provide adequate facilities for the Model, including changing areas and refreshments for Bookings exceeding two (2) hours.
15.1. Fees for Bookings shall be as set out in the Fee Schedule (Schedule 1) or as otherwise agreed in the Booking Confirmation.
15.2. The minimum booking fee for a hotel or studio photography session is one thousand pounds (GBP 1,000.00).
15.3. The standard fee for a two-hour photography session with a Model is three hundred and twenty-five pounds (GBP 325.00).
15.4. Payment shall be made in full within fourteen (14) days of the date of invoice, unless otherwise stated in the Booking Confirmation.
15.5. All fees are exclusive of value added tax (VAT), which shall be payable in addition where applicable at the prevailing rate.
15.6. If the Client fails to pay any amount due under these Terms within the time specified:
(a) the Companies may charge interest on the overdue amount at a rate of four per cent (4%) per annum above the Bank of England base rate from time to time, accruing daily from the due date until actual payment; and
(b) the Companies may suspend or refuse to accept further Bookings from the Client until all outstanding amounts have been paid in full.
15.7. The Companies reserve the right to require a non-refundable deposit of up to fifty per cent (50%) of the estimated Booking fee at the time of Booking Confirmation.
16.1. A Client may cancel a confirmed Booking by providing written notice (including by email) to the Companies at least forty-eight (48) hours before the scheduled start time of the Booking. In such circumstances, any deposit paid shall be credited towards a future Booking.
16.2. If a Client cancels a confirmed Booking with less than forty-eight (48) hours’ notice, or fails to attend a confirmed Booking or make the Model available for work at the agreed time (a no-show), the Cancellation Fee of two hundred pounds (GBP 200.00) shall be payable by the Client to the Companies, in addition to forfeiture of any deposit paid.
16.3. The Cancellation Fee represents a genuine pre-estimate of the loss that the Companies would suffer as a result of a late cancellation or no-show, including but not limited to:
(a) the cost of reserving the Model’s time and declining alternative Bookings;
(b) the cost of reserving studio, hotel, or location facilities that cannot be recovered at short notice;
(c) administrative costs of rearranging or cancelling the Booking; and
(d) loss of opportunity to allocate the Model to alternative Bookings.
16.4. The Companies reserve the right to cancel a Booking at any time if:
(a) the Client is in breach of any obligation under these Terms;
(b) the Companies have reasonable concerns about the safety or welfare of the Model; or
(c) a Force Majeure Event prevents the Booking from proceeding.
16.5. If the Companies cancel a Booking under Clause 16.4(c), any deposit paid shall be refunded in full or credited towards a future Booking at the Client’s election.
IMPORTANT: This clause requires confirmation. The following options are presented for the Client’s consideration. The applicable option must be selected and confirmed in writing before the commencement of any Photoshoot.
17.1. Option A: Company Ownership
17.2. Under this option, all Intellectual Property Rights in photographs and images produced during a Photoshoot arranged by the Companies shall vest in and remain the property of the Companies.
17.3. The Client shall be granted a non-exclusive, non-transferable licence to use the photographs solely for the purpose specified in the Booking Confirmation.
17.4. The Model shall be granted a non-exclusive, royalty-free licence to use a reasonable number of photographs for their personal portfolio.
17.5. Option B: Shared Ownership
17.6. Under this option, Intellectual Property Rights in photographs and images produced during a Photoshoot shall be shared between the Companies (or their nominated photographer) and the Client as follows:
(a) the Companies (or their nominated photographer) shall retain the copyright in all original photographs;
(b) the Client shall be granted an exclusive licence to use the photographs for the purpose specified in the Booking Confirmation for a period of twelve (12) months from the date of the Photoshoot; and
(c) after the expiry of the exclusive licence period, both the Companies and the Client shall have a non-exclusive right to use the photographs.
17.7. The Model shall be granted a non-exclusive, royalty-free licence to use a reasonable number of photographs for their personal portfolio.
17.8. Option C: Client Ownership
17.9. Under this option, all Intellectual Property Rights in photographs and images produced during a Photoshoot arranged by the Companies shall, upon full payment of all fees, be assigned to the Client.
17.10. The Companies shall retain a non-exclusive, royalty-free licence to use a reasonable number of photographs for their marketing materials and Website.
17.11. The Model shall be granted a non-exclusive, royalty-free licence to use a reasonable number of photographs for their personal portfolio.
17.12. General Provisions on Image Rights
17.13. Regardless of which option is selected under Clauses 17.1 to 17.3:
(a) the Model’s moral rights in any photographs shall be acknowledged;
(b) the photographs shall not be used for any unlawful purpose or in any manner that is defamatory, obscene, or likely to bring the Model or the Companies into disrepute;
(c) the Model’s consent must be obtained before any photographs are used for purposes materially different from those specified in the Booking Confirmation; and
(d) where the Model is a Minor Model, the consent of the Parent or Guardian must be obtained for any use of photographs beyond the purposes specified in the Booking Confirmation.
18.1. The Client shall:
(a) provide accurate and complete information when requesting a Booking;
(b) comply with all applicable laws and regulations in connection with the Booking, including but not limited to employment law, health and safety law, and data protection law;
(c) not subject any Model to harassment, discrimination, or any conduct that is unlawful, abusive, or degrading;
(d) ensure that all working conditions are safe and appropriate for the Model;
(e) obtain all necessary permits, licences, and consents required for the Booking, including in respect of Minor Models;
(f) use photographs and other materials produced during a Booking only in accordance with the agreed image rights option under Clause 17 and the Booking Confirmation;
(g) credit the Companies and/or photographer as reasonably directed; and
(h) not engage or seek to engage any Model directly, bypassing the Companies, for a period of twelve (12) months following the last Booking involving that Model, unless agreed in writing by the Companies.
18.2. If the Client breaches any obligation under Clause 18.1(h), the Client shall pay to the Companies a fee equal to the higher of the full Booking fee that would have been payable through the Companies or one thousand pounds (GBP 1,000.00).
PART D: TERMS FOR WEBSITE AND E-COMMERCE USERS
19.1. Acceptance
19.2. By accessing or using the Website, the Website User agrees to be bound by these Terms. If the Website User does not agree to these Terms, the Website User must not use the Website.
19.3. Use of the Website
19.4. The Website User may use the Website only for lawful purposes and in accordance with these Terms. The Website User shall not:
(a) use the Website in any way that violates any applicable law or regulation;
(b) use the Website to send or facilitate the sending of unsolicited commercial communications (spam);
(c) attempt to gain unauthorised access to any part of the Website, the server on which the Website is hosted, or any server, computer, or database connected to the Website;
(d) use any automated system, including robots, spiders, or scrapers, to access the Website or extract data without the prior written consent of the Companies;
(e) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
(f) reproduce, duplicate, copy, sell, resell, or exploit any part of the Website without the express written consent of the Companies; or
(g) use any photographs, images, or content from the Website without the prior written consent of the Companies.
19.5. Intellectual Property
19.6. All content on the Website, including but not limited to text, graphics, logos, photographs, images, video, audio, software, and the arrangement thereof, is the property of the Companies or their licensors and is protected by copyright and other Intellectual Property Rights.
19.7. The Website User is granted a limited, non-exclusive, non-transferable licence to access and view the Website content for personal, non-commercial use only.
19.8. Disclaimer
19.9. The Website is provided on an “as is” and “as available” basis. The Companies make no representations or warranties of any kind, express or implied, regarding the completeness, accuracy, reliability, or availability of the Website or any content thereon.
19.10. Nothing in this Clause 19.4 excludes or limits the Companies’ liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
19.11. Limitation of Liability
19.12. Subject to Clause 19.4.2, the Companies’ total aggregate liability to any Website User in respect of all claims arising out of or in connection with the use of the Website shall not exceed one hundred pounds (GBP 100.00).
19.13. Subject to Clause 19.4.2, the Companies shall not be liable for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of data, or loss of goodwill, howsoever arising.
19.14. Links to Third-Party Websites
19.15. The Website may contain links to third-party websites. Such links are provided for convenience only and do not imply endorsement by the Companies. The Companies accept no responsibility for the content of any third-party website.
20. E-Commerce Terms
20.1. Online Orders
20.2. Where the Website enables Website Users to purchase goods or services online (including Booking requests, portfolio services, or merchandise), the following terms shall apply in addition to the general Website Terms of Use.
20.3. All orders placed through the Website constitute an offer by the Website User to purchase the relevant goods or services. The Companies reserve the right to accept or reject any order at their discretion.
20.4. A contract for the purchase of goods or services shall only be formed when the Companies send the Website User written confirmation of acceptance of the order (including by email).
20.5. Pricing
20.6. All prices displayed on the Website are in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated.
20.7. The Companies make every effort to ensure that prices on the Website are accurate. If an error is discovered before the order is accepted, the Companies shall notify the Website User and provide the option to proceed at the correct price or cancel the order.
20.8. Payment
20.9. Payment for online orders must be made at the time of ordering using the payment methods accepted on the Website.
20.10. The Companies use third-party payment processors to handle transactions securely. The Companies do not store credit or debit card details.
20.11. Delivery
20.12. Where applicable, delivery times shall be as stated on the Website. The Companies shall use reasonable endeavours to deliver goods within the estimated timeframe but do not guarantee delivery dates.
21.1. Application of Consumer Rights Act 2015
21.2. This Clause 21 applies where the Website User is a Consumer within the meaning of the Consumer Rights Act 2015. Nothing in these Terms shall affect the statutory rights of a Consumer.
21.3. Right to Cancel
21.4. Where a Consumer purchases goods or services through the Website, the Consumer has the right to cancel the contract within fourteen (14) days of the date on which the contract is entered into (the “Cooling-Off Period”), in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
21.5. To exercise the right to cancel, the Consumer must inform the Companies of the decision to cancel by a clear statement sent to info@matima.me.
21.6. If the Consumer has requested that the provision of services begin during the Cooling-Off Period, the Consumer shall pay the Companies an amount proportionate to the services provided up to the point of cancellation.
21.7. Refund Policy for Consumers
21.8. If a Consumer exercises their right to cancel within the Cooling-Off Period, the Companies shall reimburse all payments received from the Consumer within fourteen (14) days of receiving the cancellation notice, using the same means of payment as was used for the original transaction.
21.9. Unfair Terms
21.10. The Companies acknowledge their obligations under Part 2 of the Consumer Rights Act 2015 in respect of unfair terms. Any term in these Terms that is found to be unfair in relation to a Consumer shall not be binding on that Consumer.
21.11. The core terms relating to the price payable and the main subject matter of the contract are excluded from the unfair terms assessment, provided they are transparent and prominent.
21.12. Quality of Services
21.13. Where Services are supplied to a Consumer, the Companies warrant that:
(a) the Services will be performed with reasonable care and skill;
(b) where the Companies supply information about the Services, that information will be binding where the Consumer relies on it; and
(c) where no price has been agreed, the Consumer will pay a reasonable price for the Services.
21.14. Quality of Goods
21.15. Where goods are supplied to a Consumer through the Website, the Companies warrant that:
(a) the goods will be of satisfactory quality;
(b) the goods will be fit for any particular purpose made known to the Companies by the Consumer; and
(c) the goods will match any description or sample provided.
PART E: SCHEDULES
Schedule 1: Fee Schedule
The following standard fees apply to Bookings and Services provided by the Companies. All fees are in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated. Bespoke rates may be agreed in writing.
Service
| Fee (GBP)
| Notes
|
Hotel/Studio Photography Session
| 1,000.00 (minimum)
| Full-day or half-day studio/hotel Photoshoot
|
2-Hour Photography Session with Model
| 325.00
| Standard rate for a 2-hour session
|
Cancellation Fee (late cancellation or no-show)
| 200.00
| Liquidated damages; see Clauses 12 and 16
|
Model Portfolio Creation
| By quotation
| Price on application
|
Runway/Casting Booking
| By quotation
| Dependent on event and duration
|
Extended Session (per additional hour)
| By quotation
| Agreed in Booking Confirmation
|
Additional notes:
(a) The minimum booking fee of GBP 1,000.00 applies to all hotel and studio photography sessions, regardless of duration.
(b) Travel, accommodation, and other expenses incurred in connection with a Booking shall be charged in addition to the fees set out above, as agreed in the Booking Confirmation.
(c) The Companies reserve the right to review and amend the Fee Schedule from time to time. Any changes shall be communicated in accordance with Clause 7.5.
Schedule 2: Model Code of Conduct
All Models registered with or engaged by the Companies shall comply with the following Code of Conduct:
Professionalism
(d) Models shall conduct themselves in a professional manner at all times when representing the Companies or attending Bookings.
(e) Models shall arrive on time for all Bookings and shall notify the Companies as soon as reasonably practicable if they are unable to attend or will be late.
(f) Models shall follow all reasonable directions given by the Client, photographer, or Companies during a Booking.
Appearance and Dress Code
(g) Models shall maintain their physical appearance in accordance with the standards reasonably expected for the type of modelling work they undertake.
(h) Models shall comply with any dress code specified in the Booking Confirmation or as reasonably directed by the Companies or the Client.
(i) Models shall not make any significant changes to their physical appearance (including but not limited to hair colour, tattoos, or piercings) without first notifying the Companies.
Conduct at Bookings
(j) Models shall not bring any unauthorised persons to a Booking location, including friends, family members, or personal assistants, unless expressly permitted in writing by the Companies or the Client.
(k) Models shall not consume alcohol or illegal substances before or during a Booking.
(i) Models shall treat all Clients, photographers, crew, and other Models with courtesy and respect.
(l) Models shall not engage in any behaviour that could bring the Companies into disrepute.
Confidentiality
(m) Models shall keep confidential all information relating to Bookings, Clients, and the Companies’ business operations, and shall not disclose such information to any third party without the prior written consent of the Companies.
(n) Models shall not post photographs or other content from a Booking on social media or other platforms without the prior written consent of the Companies and the Client.
Health and Safety
(o) Models shall comply with all health and safety instructions given at any Booking location.
(p) Models shall immediately report to the Companies any health and safety concerns or any incident or injury that occurs during a Booking.
(q) A Model may refuse to participate in any activity during a Booking that the Model reasonably believes poses a risk to their health or safety, and shall not be penalised for doing so.
Compliance with Law
(r) Models shall comply with all applicable laws and regulations in connection with their engagement through the Companies.
(s) Models shall not engage in any unlawful activity in connection with their engagement through the Companies.
SIGNATURE
IN WITNESS WHEREOF, these Terms of Obligations have been issued by the Companies effective as of the date first written above.
—
Mangrove VIP Recruit Ltd
|
|
Signature:
| _________________________
|
Name:
| Mr Patrick Bernard Matima
|
Title:
| Director
|
Date:
| _________________________
|
—
Independent Worldwide Models Agent Recruiter Limited
|
|
Signature:
| _________________________
|
Name:
| Mr Patrick Bernard Matima
|
Title:
| Director
|
Date:
| _________________________
|