Terms and conditions
1. GENERAL REMARKS
1.1. Le Management Kids ApS is a Danish model Agency with VAT-number: 33060009 and company address on Aaboulevarden 52 3, 8000 Aarhus C (hereinafter referred to as ”LMK”).
1.2. The following provisions (hereinafter referred to as the “Terms and Conditions”) are intended to govern the legal relations between LMK, models, and the respective Clients in a binding manner, unless other agreement have been expressly made for specific cases.
1.3. Any Booking Agreement entered into with LMK is subject to the provisions of these Terms and Conditions. LMK shall make declarations to the Clients in the name and on behalf of the model. Such agreement shall hereinafter by referred to as the “Booking Agreement”.
1.4. Upon confirmation of the Booking Agreement, LMK will provide the Client with a booking confirmation, containing the specific terms of the booking. The failure to object to the booking confirmation, whilst proceeding with the Booking Agreement will be deemed to be an acceptance by the Client of the Terms and Conditions and they shall apply to and govern the Booking Agreement between LMK and the Client.
1.5. These Terms and Conditions takes precedence over any other agreement between LMK and the other party, including but not limited to other service contracts. In case of discrepancy, the Booking Agreement and the Terms and Conditions, the Booking Agreement takes precedence.
2.1. Unless otherwise agreed upon, any rights licensed, is only eligible for use in a territory delimited by the borders of the Kingdom of Denmark. If the Client is part of an international group or concern, the utilization of rights is not granted for any subsidiaries or parent companies in additional territories, unless otherwise agreed upon.
3. LICENSED RIGHTS
3.1. Unless otherwise agreed upon, all bookings include 6 months of Normal Advertising rights. Normal Advertising rights is defined in this context as the use of image material Online and in Catalogue, owned by the Client and within the Kingdom of Denmark (hereinafter referred to as “Normal Advertising”). Note that for example posters, video etc. is not considered “Normal Advertising”, and that third parties’ Online and Catalogue is not owned by the Client and therefore not a part of the Normal Advertising rights.
3.2. If the material is to be used in a further extent than in Normal Advertising, this must be agreed upon explicitly and in writing with LMK.
3.3. Should the material nevertheless be used in a further extent than Normal Advertising, without LMK's consent, LMK reserves the right to invoice for this further use. The price for the unauthorized use will be determined by LMK according to the market price, and the amount will be invoiced with due date on the same day.
3.4. Any booking is personal to the Client and therefore the Client may not assign its rights hereunder to any third party (that being company, legal entity, or person), without written approval from LMK. Any utilization of rights before the agreed amount has been fully paid shall be prohibited.
4. LICENSED TERM
4.1. Any licensed rights are valid for a term of six (6) months unless otherwise agreed.
4.2. The Licensed Term commences from the first actual use of the material. If the rights owner has acquired multiple rights for different usages, the term commences for the collective of rights from the first commercial use of any of the rights.
4.3. After each respective Licensed Term, the Client shall refrain from exploiting the Materials. Client is obligated to take any reasonable steps to ensure removal of materials and easing of use of the Materials upon expiry of the Licensed Term.
4.4. Client is not responsible for removing material that has been posted on social media platforms, such as, but not limited to Instagram and Facebook, or in press related publications, but is not entitled to repost or post any material past the expiry date of license term.
5.1. Any options of models that has been confirmed by a Client requires full payment of the agreed upon fee. Payment is subject to the provisions of these terms, cf. section 13.1.
5.2. If the model should make the cancellation, LMK shall try to find an adequate substitute for the Client. LMK retains the right to, within a reasonable timeframe, that does not postpone the Session in a substantial manner, to find a substitute for the Model.
5.3. Since the work consists of services performed by children, LMK cannot be held liable if a model will not work or cancels due to other circumstances LMK is not responsible for (such as but not limited to illness or death in family).
6. WORKING HOURS
6.1. As a starting point the working hours shall begin when the model meets the Client at the agreed location and at the agreed time. Preparations such as makeup and hairstyling shall count as working hours. Should any preparation for the job begin before the agreed time (such as but not limited to makeup, hairstyling, dressing etc.), the working hours shall instead be counted from this time on.
6.2. Unless otherwise agreed, the working hours for a session by the day shall amount to eight (8) hours, and for a half day booking four (4) hours. Taking into account section 6.4.
6.3. The model is entitled to regular breaks and if the daily working time exceeds 4.5 hours, the model must have a break of least 30 minutes. The break must be appropriately located and, if possible, coherent. The break is included in the calculated working hours and is thus also invoiced.
6.4. It is the customer’s obligation that the production complies with all the rules of working environmental law, according to which e.g., special consideration must be given to children and their vulnerable position in the workplace. In this context, reference must also be made to the Working Environmental Act’s rules on working hours for young people under 15 years of age, cf. the Working Environmental Act section 61, subsection 2.
6.5. If the work requires permission from the chief of police or another public or private authority, the responsibility for obtaining it will lie with the Client. Including but not limited to a work permit for a child under 15 years of age.
6.6. We recommend that the customer consider whether to book several models for the same job, as younger children quickly get tired and cannot keep working too many hours in a row.
7. TRANSPORT TO LOCATION
7.1. If nothing else has been agreed upon, Client shall cover travel expenses. Models residing at, or not traveling to, the location shall not receive a refund for costs of overnight stays or accommodations.
7.2. If nothing else has been agreed upon, the model is to show up at one of our locations in Aarhus or Copenhagen. If the Client wants the model to show up at a different location other than Aarhus or Copenhagen, the Danish State’s tariffs for travel allowance or ticket for public transport is paid in compensation for the travel costs.
7.3. If it is also necessary for the model and / or the model’s guardian to spend the night in connection with the production, the Client pays for a suitable hotel.
7.4. If the Client only covers costs for public transport, this also includes the model's selected guardian.
8.1. Neither party may use, publish, disclose, or transfer information that is not already generally known to third parties unless otherwise is agreed upon.
8.2. If either party becomes aware of any breach of confidence of any of its employees, agents, personnel, or sub- contractors it shall immediately inform the other party hereof.
9. CUSTOMERS OBLIGATIONS
9.1. The customer shall ensure that the venue for the provision of the services and the working conditions are safe and secure and allow the model to provide the services in compliance with all health and safety standards, regulations, codes and laws.
9.2. Furthermore, the Client must ensure that no one imposes upon the model any action or activity which is either dangerous, degrading, unprofessional or demeaning to the model.
9.3. The Client must provide the model with an appropriate changing and dressing area to ensure that the model can prepare for the provision of the services and also maintain his/her privacy.
9.4. The customer is prohibited from asking the model to sign documents without previous written consent from LMK.
9.5. Bathing suit or underwear photography require the express prior written approval from LMK and the model’s guardian.
9.6. The use of the model’s image must not be derogatory, or a cause of ridicule or embarrassment to the model. The image must not be altered or distorted. Subject to the above restrictions, behind-the-scenes filming is permitted on condition that the model is hair-and-make-up ready. 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. Such steps shall be included without limitation.
10. INELIGIBLE USAGE
10.1. The Client is responsible for any unauthorized utilization of the rights granted to them. This is including rights licensed, term and/or a breach of territory. In the event of an unauthorized utilization should take place by the Client, LMK will determine a suitable compensation such usage. Any compensation will be based on the market price for the unauthorized usage.
11.1. The Client must provide adequate levels of insurance cover to safeguard the health and safety of the model whilst the model is delivering the services as well as travelling to and from the Client’s venue as if he/she was an employee of the Client.
12. MODEL’S APPEARANCE & BACKUP MODEL
12.1. If a model does not live up to the client’s expectations, the client must immediately object over this to LMK. If the model commences the commissioned work, the model must therefore be remunerated proportionately. However, should the images be used in a commercial context, full payment for any rights must be made.
12.2. The work is performed by children, therefore instances might occur where the child will refuse to perform the job. In these instances, LMK cannot be held responsible for the individual child’s refusal. In such case, the Client must immediately notify LMK of this (and no later than 30 minutes after the session has begun, wrt. section 6.1.), after which the client alone must answer a pro-rata payment. In the event that the client does not notify LMK, full payment must be made.
12.3. Since the work consists of services delivered by children, LMK recommends that the customer book a backup model. The backup model can be on standby at home one hour in the morning and can be called in, in case the main model becomes ill, or refuses to perform the job. Alternatively, the backup model can be ready on the set, depending on the agreement. In case the backup model is not used, no fees are paid for any rights but only for the hourly wage. This hourly wage is agreed individually with LMK.
12.4. Prior to each Session, the Client shall have the right to judge in good faith whether the model’s appearance conforms with the booking. Minor injuries (such as but not limited to scars, minor wounds, and bruises), Clients sudden change of heart or other insignificant differences, does not legitimize the Client to reject the model.
12.5. Should the Client judge that the models appearance is not consistent with the booking (in consideration of section 12.4) and should it not be possible, as the case may be, to have the model in a condition that is consistent with what is to be expected after the booking, within a term which permits the Session to take place in accordance with the Schedule, the Client is required to immediately inform LMK of this. LMK retains the right to, within a reasonable timeframe, that does not postpone the Session in a substantial manner, to find a substitute to the model.
12.6. Physical specifications and look of the model shall be those that may reasonably be identified from the principal materials or images relating to the model most recently disclosed by LMK to the Client.
12.7. The Client may not materially change the model’s appearance without the model’s guardian’s and LMK’s prior approval.
13. TERMS AND CONDITIONS OF PAYMENT
13.1. For confirmed jobs, full payment is required for the entire agreed working hours (rights are not included). The client thus does not have the opportunity to move or cancel production without paying the full remuneration for the agreed working hours.
13.2. The full fee, including but not limited to, the models fee, rights, agency commission, recompense for days of travel and travel expenses, shall be due upon receipt of correct invoice with no discounts.
13.3. Rights of use shall not be granted until the agreed fee has been paid. Any usage before the agreed amount has been fully paid shall be prohibited.
13.4. Unless otherwise agreed upon, if the Client haven’t previously purchased any of LMK’s services, and the annual accounts doesn’t show a minimum of 1.000.000,00 DKK in turnover, or equivalent hereto, payment must be made no later than one (1) day prior to the session.
13.5. The agreed daily shoot fee cannot be renegotiated or reduced due to early completion of the Session.
14. FEES AND VAT
14.1. Agreed upon prices include LMK’s commission but is excluded a handling fee of 50 DKK
14.2. VAT is added to the total sum of the entire invoice.
15. LIMITED LIABILITY
15.1. LMK shall in no event be liable for indirect losses, including, but not limited to, loss of profits, loss revenue, loss of business, loss of goodwill, loss of expected savings or costs of procuring replacement products or services.
15.2. Notwithstanding anything in the Booking Agreement and Terms and Conditions, LMK’s total and aggregate liability, in the absence of intent or gross negligence, shall in no event exceed a total amount equal to the total purchase value of any booking agreements entered into during the twelve (12) month period preceding the event leading to the claim.
15.3. LMK cannot be held liable for delayed and/or canceled flights. Upon receipt, the Client must cover any additional costs related to the delayed or canceled flights. The Client retains the right to refuse the additional costs and cancel the Session(s) due to the delayed and/or canceled flights but is nevertheless obligated to pay the full fee for the agreed Session.
15.4. Any props, clothing or accessories used during production are given under the Client’s instructions and responsibility, therefore LMK cannot be held liable for any damages these items may cause or may be inflicted.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. For the avoidance of doubt, notwithstanding anything in the booking confirmation form or these Terms and Conditions, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that LMK and the model may use the images resulting from any booking in any form whatsoever, solely in order for the model and LMK to promote the model and in the search of future job opportunities for the model. The model and LMK 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.
16.2. The photographer and/or the Client and anyone obtaining rights from or through the photographer/Client is not entitled to use any images for any usage beyond that agreed or permitted under section 3 and 4 under these Terms and Conditions: The Client will procure that the photographer/Client agrees 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.
16.3. All rights not expressly granted to the Client under these terms and conditions are hereby reserved to the LMK and/or the model as appropriate. In particular, the Client acknowledges and agrees that LMK is the owner or licensee holder of all commercial rights and intellectual property rights relating to the model and LMK 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 LMK other than the rights specifically granted to the Client under these terms and conditions.
17.1. The Client shall indemnify LMK and keep LMK indemnified against all costs, expenses, damages and losses suffered or incurred by LMK (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 of these terms and conditions; any claim brought by a third party against LMK 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 (cf. 13.1) and in breach of these terms and conditions has caused LMK 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.
18. FORCE MAJURE
18.1. An event of “Force Majeure”, as such term is used herein, shall mean any event of an act of nature, strike or threat of strike, fire, adverse climatic conditions, war, insurrection or mob violence, requirement or regulation of any government, breakdown of plant or equipment or any other disabling cause which is beyond reasonable control of both parties.
19.1. In the unfortunate event that Client has filed for liquidation or bankruptcy, all rights to any material licensed by LMK is forfeited.
20.1. The Booking Agreement is valid until both parties have fulfilled their obligations accordingly.
20.2. Should either party breach the terms and conditions contained herein and in the Booking Agreement, the other party shall be entitled to terminate the agreement or request its fulfillment on written notice to the breaching party after a reasonable opportunity to cure any alleged breach.
20.3. Notwithstanding the termination of the Booking Agreement, the parties shall be subject to any clauses hereof which, according to the nature of their content, should still be valid upon such termination.
21.1. LMK processes personal data in accordance with the General Data Protection Regulation. For information on how we process your personal data, please refer to our policy notice here: www.lemanagementkids.dk/legal/privatlivspolitik/
21.2. You are welcome to direct any enquires regarding the processing of personal data to: [email protected]
22.1. By entering into a booking agreement with LMK you accept to be enrolled into our newsletter in email. You can freely opt-out of the newsletter anytime, just follow the instructions in the e-mail. We only send you relevant newsletters related to the services you previously have booked with LMK.
23. FINAL PROVISIONS
23.1. The laws and regulations of the Kingdom of Denmark shall apply to these Terms and Conditions as well as agreements entered into with LMK.
23.2. Clients with registered business address located within the borders of the EU, the exclusive venue for jurisdiction for all disputes arising from these general terms and conditions included but not limited to the interpretation, validity, or extent of these, shall be Aarhus, Denmark.
23.3. For Clients with registered address outside the EU any dispute arising out of or in connection with this contract, including but not limited to any disputes regarding the existence, validity, or termination thereof, shall be settled by arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
23.4. The Client shall undertake to make alterations or supplements to the bookings and deviations from these terms and conditions only after previous consultation with LMK and shall refrain from enjoining the models to alter or make additions to the bookings during the days of work.
23.5. No waiver of any provisions of these terms and conditions shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Also, should any provisions be held by a court of competent jurisdiction to be illegal, invalid, or enforceable, such provision may be modified by the court in compliance with the law giving the effect to the intent of the Parties and enforced as modified. All other terms and conditions shall remain in full force and effect and shall be construed in accordance with the modified provision.
24.1. Unless otherwise agreed, any reference made in the Agreement Booking and the Terms and Conditions shall have the following meaning:
24.2. “Client”: is a reference to any person, legal entity or representative that is entering into a Booking Agreement with LMK with the intention of procuring any LMK offered services.
24.3.“Material”: All images, still and/or moving, also including behind the scenes shots that originates from a specific session in which a model or makeup artist from LMK is recognizable. Any sound recorded on set is regarded as a part of the material.
24.4. “Session”: Collective reference to the actual period of time, in which the photoshoot, recording of any material, shows or representations takes place.
24.5. “Option”: Options are reservations subject to a binding date.
24.6. “Confirmed”: Any options that have been confirmed shall be considered binding for both parties. At the client’s request, LMK must confirm them in writing without delay, indicating essential details.
24.7. “POS” and “Point of sale”: POS is limited to use of material in stores owned by client, or shopping complexes or buildings that include client’s stores. This does not include material in windows, on the front of the door, on banners hung in the store ect. If the store is located in shopping complexes, the shopping complex will be perceived as outside.
24.8. “Outdoor”, “OOH”, “Out of Home”: Outdoor includes the use of the Material outside the areas of the Clients position of sales. It is limited to use outside physical store, this could be, but is not limited to, billboards, posters at bus stops, material printed and put directly on busses or in windows etc.
24.9. “Online”: Only includes the right for the Client to use the material online on any web pages owned by the Client, such as web sites, blogs, E-Com etc. This does not include third party banners and Social Media, or any webpage owned by others than the Client.
24.10. “Catalogue”: Include the right to use the material in physical and printed catalogues as well as digital catalogues (digital catalogues includes but is not limited to; digital catalogue in its core meaning, as well as showcasing of the digital catalogues at monitors in client’s store or showcasing of the digital catalogues in stores that keep client’s brand). Client is only allowed to use the material for physical, printed, and digital catalogues owned and made by Client.
24.11. “Advertising”: Include the right to use material POS, OOH, Online, Social Media, Catalogue and Digital catalogues freely and unimpeded in advertising for the Client. This also includes the right to show the material in catalogues from third parties.
24.12. “Print”: Include the right for client to use the materials in printed versions such as flyers, postcards and business cards etc. This is limited to print in store, which prevents use OOH.
24.13. “E-com”: Include the right to use the material for ecommerce, such as web shop or Instagram business where it is possible to shop directly from the picture. This does not include the right to use the material for banners and other digital use.
24.14. “Social Media”: Include the right to use material on Social Media owned by client such as but not limited to; “Youtube”, “Facebook”. “Instagram”, “Twitter”, etc.
24.15. “Cinema”: Include the right to use material in commercials before movies at the cinema in agreed upon areas.
24.16. “TVC” and/or “TV commercial”: Include the right to use the material for TV and commercials in accordance with what the material is created for.
24.17. “Full Buyout”: Include the right to use the material in all media aspects in accordance with what the material is created for.
24.18. “Internal usage”: This is limited to in house physical use as well as online use with a limited access for employees, which could e.g. be for training purposes. It does not include the right to use it in a way that makes it public to people or entities outside the company.
24.19. “BTL”, “Below the line”: Include all the above-mentioned terms apart from TV, Billboard, Print and Cinema.
24.20. “ATL”, “Above the line”: ‘include all above-mentioned medias.
Microsoft Word - LMK - TERMS AND CONDITIONS.docx
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