Flow Model Management Terms and Conditions for Booking Models

1. Terms

1.1 Unless and until the Client sends a booking confirmation form to Flow Model Management or otherwise confirms with Flow Model Management, via email or any other means, the booking of a Model and the specific details (Booking Confirmation), all negotiations relating to the booking of the Model are strictly subject to contract.

1.2 The Booking Confirmation together with these Terms shall form the entire agreement between the Client and Flow Model Management relating to each booking. The failure to send the Booking Confirmation whilst proceeding with the booking will be deemed to be an acceptance by the Client of these Terms and they shall apply to, bind the parties and govern the booking between the Flow Model Management and the Client.

1.3 Any amendment and/or variations made to the Booking Confirmation by the Client shall not be valid and binding unless Flow Model Management has agreed to such amendment and/or variation in advance and confirmed such amendment and/or variation.

1.4 In the event of any inconsistency or contradiction between these Terms and the Booking Confirmation, these Terms shall prevail and bind the parties.

2. Bookings

2.1 Permitted Use. Booking fees provide an entitlement and right for the Client to use one image via a single published medium (unless otherwise agreed in the Booking Confirmation) from the date of the booking, in the territory and for the duration and purposes specified in the Booking Confirmation (Permitted Use). The rights granted in this section are strictly subject to prompt payment in full of all fees owed to Flow Model Management prior to the image’s first use. No right to reprint or make any other use other than the Permitted Use is granted to the Client unless approved by Flow Model Management subject to section 3.1 (Additional Usage).

2.2 Working Hours and Overtime. The Model working hours shall be monitored and shall comply with local laws ensuring compliance with legal requirements applicable to time. Fees are charged by the day or by the hour. A ‘day’ is an 8-hour period (including one hour for lunch) between 9am and 6pm (e.g. 9am-5pm or 10am-6pm). An extra hour between 9am and 6pm is charged at the normal rate. The appropriate overtime rate is charged before 9am and after 6pm. Overtime is charged at one-and-a half times the hourly rate. Saturdays are charged at one-and-a half times the hourly rate and Sundays or bank holidays are charged at double the hourly rate. Any booking which is over 5 hours will be charged at the day rate as set out in the Booking Confirmation. Working hours and overtime applicable to young Models between 16 and 18 years old are set out in section 12.1.

2.3 Travel. Any time spent by the Model travelling to or from a Client’s venue will be charged at half the hourly rate.

2.4 Fitting Fees. Any time spent by the Model for fittings is charged at half the applicable Model’s hourly rate. Specific written negotiations must be carried out with Flow Model Management if the call time exceeds 4 hours before the work.

2.5 Additional Expenses. All expenses incurred by Flow Model Management on the Clients’ behalf will be charged to the Client and will include an uplift of 12.5% of the total amount of the expenses.

2.6 Location bookings

2.6.1 When a location booking is made, a Client must provide safe and appropriate transport for the Model both to the booking location and back again unless agreed otherwise. If the Client fails to provide such transport then Flow Model Management shall be entitled to re-charge the cost of the transport procured for the Model in accordance with this section 2.5 (Additional Expenses) If a Model on location is prevented from returning to his/her place of work, half the daily fee will be charged to and payable by the Client for each day that the Model is unable to return to his/her work.

2.6.2 When a location booking is made, the Client will undertake an appropriate and prudent health and safety assessment of the location and shall notify Flow Model Management of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law. The Client acknowledges and agrees that at all times the Model’s health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings.

3. Additional Fees

3.1 Additional Usage. All additional fees are to be agreed at the time of the booking or before any additional usage in accordance with section. Additional fees are payable for the right to use the Model’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings or anticipated purposes which are in addition to and outside the scope of the Permitted Use, details of which are set out in the Booking Confirmation, e.g. packaging, point of sale, posters etc. For the avoidance of doubt, additional fees are payable for the right to use the Model’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings online or in any digital media including but not limited to on all social media platforms. Unless otherwise agreed and set out in the Booking Confirmation, the additional fees cover the right to use one image for the Permitted Use. Under no circumstances will each additional usage fee be less than the Model’s advertised day rate as determined by Flow Model Management unless determined otherwise by Flow Model Management in its absolute discretion. For further avoidance of doubt, the Client shall send a digital copy of all the Model images to Flow Model Management within 24 hours from the first usage.

3.2 Territory. Additional fees are also payable, and subject always to Flow Model Management’s prior consent, for the right to use the Model’s image or reproductions etc, as set out in section 3.1 above (Additional Usage) for all known or anticipated territories other than the United Kingdom. Unless otherwise agreed the additional fees cover the right to use one image for the Permitted Use in the territory or territories agreed and stipulated on the booking form.

3.3 Other Services. Additional fees are also payable for other services to be supplied by the Model, either as part of a booking or as requested by a Client on a shoot, for example, personal appearances for PR purposes and posting images on the Model’s own social accounts and media feeds. Fees for such services will be negotiated on a case by case basis between the Client and Flow Model Management. The Client shall only be permitted to shoot behind the scenes footage on the basis of an agreement in writing in advance and a payment of an additional fee agreed pursuant to this section 3.3 (Other Services).

3.4 All modifications, extensions and renewal of bookings shall be at the sole discretion of Flow Model Management.

4. Flow Model Management - VAT

4.1 Value Added Tax (VAT). All sums payable under these Terms are exclusive of VAT and any other similar or equivalent taxes or duties which shall be payable in full without set off by the Client.

5. Invoicing

5.1 On all invoices payment is required to be made by the Client within 30 days of the date of the invoice. In all cases, the person booking the Model is the Client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. Flow Model Management reserves the right in its discretion to invoice the ‘ultimate Client’, (e.g. designer/ manufacturer/owner of the product in question). For example, this may be done if the Client is booking on behalf of the ultimate Client, in which case the Client and the ultimate Client are jointly and severally liable to pay all of the fees and settle the invoice accordingly. All fees for usage are for the right to use the Model’s image and, once agreed, are payable whether or not the right is exercised. Unless Flow Model Management specifically agrees otherwise, in writing, no usage for the Model’s image is permitted until Flow Model Management has received payment in full. Flow Model Management reserves the right to alter payment terms if it deems appropriate, prior to booking.

5.2 If the Client fails to pay in full on the due date any amount which is payable (a) to Flow Model Management, without prejudice to any other right or remedy of Flow Model Management, the amount outstanding shall bear interest both before and after any judgment corresponding to the higher of (i) three times the legal interest rate of the applicable jurisdiction or (ii) five per cent per annum over base rate, from time to time from the due date until up to and including the date that payment is made in full and such interest shall be compounded and accrued on a daily basis.

5.3 In the event the Client is providing the services on behalf of or to a third-party end user, in entering into these Terms the Client is acting in its capacity as the agent of the third-party end user and the Client shall ensure that the third-party end user:

5.3.1 enters into an agreement with the Client on the same terms as these Terms;

5.3.2 acknowledges its obligations to Flow Model Management including but not limited to the obligation to pay Flow Model Management within 30 days of the date of any invoice received from Flow Model Management; and

5.3.3 acknowledges that the third-party end user may not use the images until payment is received by Flow Model Management and that at all times the third-party end user is subject to any restrictions as to use of the images including but not limited to territorial restrictions and restrictions as to media in which the images may be used.

5.4 Any fees received by the Client from the third-party end user relating to any of the rights or benefits conferred on the Client by these Terms shall be deposited in a designated Flow Model Management account by the Client (the Third-Party End User Fees). The Third-Party End User Fees shall be held on trust for Flow Model Management as beneficiary until such time as all outstanding fees owed by the Client are paid in accordance with the terms of these Terms.

6. Exclusivity Fees

6.1 Unless otherwise agreed in the Booking Confirmation the Model is supplied to the Client by Flow Model Management on a non-exclusive basis and the Model shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client.

6.2 An additional fee will need to be agreed when the use of the Model’s image or the service to be supplied by a Model in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the Model’s image for competing and/or particular sector of products or within a particular territory. A Model can supply services to and allow use of the Model’s image by any competitor unless such an exclusivity fee is negotiated and paid by the Client. It is the Client’s responsibility to carry out any research, check and determine for itself whether the Model supplied has undertaken or is booked to undertake any conflicting work.

7. Provisional Bookings

Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing and returning the Booking Confirmation) within 24 hours of the proposed booking.

8. Cancellations

8.1 Cancellation of booking by the Client

8.1.1 Within 24 hours of the booking call time the full booking fee will be charged and payable by the Client unless the same Model is booked within 24 hours of the cancellation in which case half the booking fee will be charged and payable by the Client.

8.1.2 Outside 24 hours of the booking call time but within 48 hours of the booking call time of the booking date, half the booking fee will be charged and payable by the Client.

8.1.3 The full booking fee will be charged and payable by the Client for bookings of more than three days duration

8.2 Cancellation of booking by Flow Model Management

8.2.1 Should Flow Model Management want to cancel a booking then it shall use reasonable endeavours to provide the Client with reasonable notice, take steps to offer to the Client a suitable replacement and/or substitute and take such other reasonable steps as are reasonably practicable to mitigate against such cancellation.

8.2.2 In any event Flow Model Management shall be entitled to cancel a booking at any time and for any reason prior to the booking date without liability to the Client and the Client will procure the necessary insurance cover with a reputable insurance provider to protect against such cancellation and any associated liability and Flow Model Management shall not be liable to the Client for any costs incurred as a result of such cancellation.

8.3 The Model has a right to control entirely the manner in which they perform each booking which may involve the Model requiring a substitute who attends and/or performs the booking. The Client acknowledges the need to procure appropriate insurance, including as set out at section 19 (Liability and Insurance) in this regard

9. Weather-Related Cancellations

On the first occasion of cancellation due to weather related conditions half the booking fee is charged and payable by the Client unless the Client fails to cancel in time to prevent the Model’s attendance in which case the full booking fee is charged and payable by the Client. On the occasion of the second cancellation due to weather conditions and any subsequent cancellations the full booking fee is charged and payable by the Client.

10. Meals

Clients are responsible for the provision of all nutritious meals and beverage requirements of the Models (taking into account dietary requirements) whilst the Models are providing services to the Client on all bookings.

11. Model Care and Safety

11.1 Flow Model Management only accept bookings ensuring that models are treated with respect and professionalism, and that all necessary steps are taken to ensure their safety, health and wellbeing. The Client shall ensure that the Model is protected and maintained at all time whilst providing services to the Client and the Client will take all reasonable steps necessary to ensure that the Model is protected and treated in accordance with all applicable laws and good industry practices.

11.1 Nude, semi-nude, see-through, bathing suit or lingerie photography require the express prior written approval of Flow Model Management. The use of the Model’s image must not be directly or indirectly scandalous, pornographic, derogatory, or a cause of ridicule or embarrassment to the Model. The image must not be altered or distorted. Young Models under the age of 18 shall be subject to the further restrictions set out in section 12 (Under-age Models).

11.2 Subject to the restrictions in sections 3.3 (Other Services) and

11.1, behind-the-scenes filming is permitted on condition that the Model is hair-and-make-up ready.

11.3 The Client shall be solely responsible for ensuring the Model is treated with respect and professionalism, and that all necessary steps are taken to ensure the safety, health and wellbeing of the Model is protected, at all times by the Client and/or any third parties engaged by the Client in relation to the delivery of the services. Such steps shall include without limitation:

11.3.1 ensuring that the venue for the provision of the services and the working conditions are entirely safe and secure and maintained at a suitable temperature and allow the Model to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws;

11.3.2 allowing the Model to take suitable and regular rest periods, to ensure the Model is able to maintain suitable amounts of rest and refreshment whilst delivering the services;

11.3.3 ensuring that all of the third parties engaged by the Client in relation to the delivery of the services are suitably qualified, experienced and professional and treat the Model in a professional and respectful manner;

11.3.4 ensuring that no one imposes upon the Model any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or demeaning to the Model;

11.3.5 ensuring that the services are delivered, and the Model is treated in accordance with codes of practice or guidance issued by the Flow Model Management and/or the British Fashion Council or other Fashion Council operating in the Territory of the Flow Model Management from time to time;

11.3.6 providing the Model with an appropriate changing and dressing area to ensure that the Model can prepare for the provision of the services and also maintains his/her privacy; and

11.3.7 always include a credit in the form of “Model’s name” @ “Flow Model Management”, wherever a credit is applied.

12. Under-age Models

12.1 Working hours for Model between 16 and 18 years old are subject to special rules and in any case these Models are not allowed to work between 10pm and 6am. Flow Model Management will appoint a chaperon for each Model under the age of 18 years old and the presence of the chaperon at the place of work shall be mandatory. Nude, semi-nude, see-through, bathing suit or lingerie photography shall require the express, written and prior authorisation, through Flow Model Management, from the Model’s parent or parents according to local applicable laws. In case of accommodation, the Client shall host the Model and the chaperon in the same building.

12.2 Except if and as otherwise provided by any applicable law, no Model under 16 years old is allowed to represent adult in runway shows or shootings. If any applicable law (such as for example the “convention collective national des mannequins adultes et mannequins enfants de moins de 16 and employés par les agences de mannequins” applicable In France) entitles the work of a Model under 16 years old, the Model shall be employed by Flow Model Management and by the Client under the strictest observance of such law provisions.

13. Warranties – Indemnity

13.1 The Client warrants and represents to Flow Model Management that:

13.1.1 it has full capacity to enter into these Terms and perform its obligations under these Terms;

13.1.2 the booking form is executed by a duly authorised representative of the Client;

13.1.3 it will take all steps necessary to ensure that the Model is protected and treated in accordance with all applicable laws, good industry practice and sections 11 (Model Care and Safety) and 12 (Under-age Models) above;

13.1.4 it has all necessary permits, licences and consents to enter into and to perform its obligations under these Terms and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and

13.1.5 it will promptly disclose to Flow Model Management in writing all necessary information (including without limitation the location and length of the shoot and requirements for any foreign travel) and details relating to the provision of the services to enable Flow Model Management to ensure that the Model is suitably prepared and able to perform the services.

13.2 The Client shall indemnify Flow Model Management and keep the agency indemnified against all costs, expenses, damages and losses suffered or incurred by Flow Model Management and/or Model (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:

13.2.1 any breach by the Client of these Terms, including but not limited to, any breach by the Client or by any third parties engaged by the Client of sections 6 (Exclusivity Fees), 8 (Cancellations), 11 (Model Care and Safety) and 12 (Under-age Models) of these Terms;

13.2.2 any claim brought by a third party against Flow Model Management in circumstances where, as a result of the Client’s acts or omissions, the distribution of images, in whatever form, outside of the agreed territory and in breach of these Terms has caused Flow Model Management to be in breach of the terms of an exclusive agreement with such third party; and

13.2.3 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.

14. Fashion Shows

Catwalk bookings provide the Client with the right to make use of a Model’s services on the catwalk for the specified show in accordance with these Terms, and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material (or reproductions etc. as set out in section 3.2 above (Territory) is exploited for reporting purposes only. The Client is responsible for ensuring that all photographers present are aware of and comply with this condition and the Client will procure that they abide by these conditions. If any other usage is required (included, but not limited to, look books, ecommerce and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with Flow Model Management at the time of the booking.

15. Music Videos, Promotional Films

All fees will be negotiated, structured and paid by the Client on a case by case basis. In normal circumstances there will be a fee for the shoot plus an additional buyout fee payable by the Client. If not booking direct, the Client (usually the music company) will be invoiced by Flow Model Management as the ultimate Client (see section 6).

16. Test and Experimental Photography

When Flow Model Management agrees to allow a photographer to take test or experimental photography the photographer is not entitled to use, or allow others to use, test and/or experimental photographs or test commercials for commercial purposes unless specific arrangements have been made and agreed in writing before the photographic session.

17. Intellectual Property Rights

17.1 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 the Permitted Use, or any another usage agreed or permitted in accordance with under sections 2.1 (Permitted Use), 3 (Additional Fees), 14 (Fashion Shows), 15 (Music, Videos, Promotional Films) and 16 (Test and Experimental Photography). 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 these Terms to the attention of the photographer and procure his agreement to them before the shoot commences.

17.2 All rights not expressly granted to the Client under these Terms are hereby fully reserved to Flow Model Management and/or the Model as appropriate. In particular, the Client acknowledges and agrees that Flow Model Management is the owner or licence holder of all commercial rights and intellectual property rights relating to the Model and Flow Model Management 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 Flow Model Management other than the rights specifically granted to the Client under these Terms.

17.3 For the avoidance of doubt, notwithstanding anything in the Booking Confirmation or these Terms, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that Flow Model Management and the Model may use the images (or reproductions etc. as set out in section 3.2 above (Territory) resulting from any booking in any form whatsoever for the following purposes:

17.3.1 in order for the Model and Flow Model Management to promote the Model and in the search of future booking opportunities for the Model; and

17.3.2 for internal and promotional purposes. Subject to the remainder of this section 18, the Model and Flow Model Management acknowledge and agree not to exploit the images for commercial purposes, other than as set out in the Booking Confirmation and these Terms.

18. Liability and Insurance

18.1 No party excludes or limits its liability under these Terms for:

18.1.1 death or personal injury caused by its negligence;

18.1.2 fraudulent misrepresentation; or

18.1.3 any other type of liability which cannot by law be excluded or limited.

18.2 Subject to section 18.1, Flow Model Management limits its liability under these Terms, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, so that the maximum liability of Flow Model Management for all claims under these Terms shall be limited to and shall not in aggregate exceed the total amount of the fees paid or payable to Flow Model Management;

18.2.1 Flow Model Management shall not be liable for: (a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings; (b) product recall costs; (c) failure by the Model to attend a booking for whatever reason; (d) a decision by the Model to require a substitute who attends and/or performs the booking; (e) damage to the Client’s reputation; or (f) consequential, special or indirect loss or damage; even if Flow Model Management has been advised of the possibility of such loss or damage

18.3 The Client shall effect and maintain (and shall require its ultimate Client, if any, to maintain) throughout the continuance of this terms and condition insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the Client that may arise under these Terms and any insurance cover it is required to place in accordance with applicable law. Such insurance policies shall include without limitation:

18.3.1 cancellation insurance to protect against the potential liabilities which Flow Model Management and the Client may incur as a consequence of the provisions of sections 8 (Cancellations) and 9 (Weather Related Cancellations);

18.3.2 employee liability insurance, which covers any Model who is delivering the services to the Client under the Client’s direction and control as if he/she were an employee of the Client, in an amount sufficient to cover the health and safety and future earnings of such Models;

18.3.3 public liability insurance; and

18.3.4 travel insurance to cover the activities of the Models whilst travelling to and from the location of the services.

19. Contract and Authority

All matters relating to the use of the Model’s image and commercial modelling rights, any other services supplied by the Model and all fees must be negotiated and agreed only with Flow Model Management. The Client shall not attempt to negotiate, nor allow others to negotiate, with the Models directly. If the Client or the photographer or any other person on their behalf or connected with them obtains the Model’s signature on any document or the Model’s purported verbal agreement to anything outside of the scope of these Terms, such signature or verbal agreement shall not constitute a variation of these Terms and is not binding on the Model or Flow Model Management unless and until it is agreed in writing by Flow Model Management (such agreement to be determined in Flow Model Management’s absolute discretion).

20. Complaints and Disclaimer

Any cause for complaint must be reported to Flow Model Management by the Client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst Flow Model Management will use reasonable endeavours to ensure that the Models provide a satisfactory and efficient services to clients, as the agent, the Model is self-employed and Flow Model Management cannot be held responsible for a Model’s conduct or behaviour whilst delivering the services and in this regard Flow Model Management shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of any Model.

21. Force Majeure

Flow Model Management shall not be liable to the Client for any delay in performing or failure to perform any of its obligations under these Terms which is due to any cause beyond its control and which is unknown to, and cannot reasonably be anticipated by Flow Model Management including without limitation fire, floor or catastrophe, acts of God, insurrection, workforce action, war or riots, (an “Event of Force Majeure”) and Flow Model Management’s obligations under these Terms shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.

22. Data Protection

22.1 Each party shall comply with all applicable data protection and privacy laws and regulations, including the General Data Protection Regulation (EU) 2016/679 in force in the European Union and any other applicable data protection laws in force in any countries in which Flow Model Management operates its business (Data Protection Legislation) and not by any act or omission put the other party in breach of any Data Protection Legislation in connection with this agreement.

22.2 A copy of the privacy policy which gives information on how Flow Model Management uses personal data of its Clients and Models is available on Flow Model Management’s website and is incorporated into these Terms as an operative part thereof.

22.3 Where Flow Model Management transfers any Model’s personal data and/or information (Personal Data) to the Client in connection with any Booking Confirmation, the Client warrants and represents it shall:

22.3.1 ensure it has implemented appropriate and effective technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing and accidental loss or damage;

22.3.2 where necessary and/or applicable, provide full and open co-operation and prompt assistance to enable Flow Model Management to comply with any request from Personal Data owners relating to their Personal Data pursuant to the rights granted under the applicable Data Protection Legislation without delay;

22.3.3 where necessary and/or applicable, provide full co-operation and assistance to Flow Model Management in ensuring the Personal Data is up to date, complete and accurate;

22.3.4 where necessary and/or applicable, provide full co-operation and assistance to Flow Model Management to ensure the Personal Data is deleted without delay in response to a valid request from a Personal Data owner;

22.3.5 maintain internal records of all processing and (where applicable) storage of the Personal Data and make such records available to Flow Model Management and/or to any relevant supervisory authority;

22.3.6 ensure that access to the Personal Data is limited to those employees or authorised third parties who reasonably require access to the Personal Data pursuant to these Terms and that all employees and authorised third parties are informed of the confidential nature of the Personal Data.

22.4 In the event of any breach of the applicable Data Protection Legislation, the Client shall: (a) immediately and fully notify Flow Model Management in writing of any notices in connection with the processing of any of the Personal Data; (b) provide such information and assistance as Flow Model Management may reasonably require, including in relation to any notifications to the national data protection authority; (c) take all necessary precautions to preserve the integrity of any Personal Data which it processes and to prevent any corruption or loss of such data.

22.5 The Client shall indemnify Flow Model Management against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Flow Model Management arising out of or in connection with any breach by the Client of any of its obligations under this clause 22.

23. Interpretation of these Terms

23.1 For the purpose of the relationship between the Client and Flow Model Management the Client acknowledges, accepts and agrees that Flow Model Management is the supplier of services which shall be strictly and exclusively governed by these Terms. These Terms apply to every offer, quotation, acceptance, purchase order, confirmation order, specification and/or contract for the sale and supply of services or goods (including services ancillary thereto) by Flow Model Management and supersede any other terms of the Client and take precedence over and override and exclude any other terms stipulated or incorporated or referred to by the Client whether in the Booking Confirmation or in any negotiations and any course of dealing established between Flow Model Management and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of Flow Model Management outside these Terms which have induced the Client to enter into these Terms (which expression shall include any contract of which these terms and conditions form part).

23.2 If there is any conflict between any of these Terms and the Booking Confirmation then the terms of these Terms shall prevail without detriment to the remaining unaffected terms of Booking Confirmation.

24. General

24.1 If any of the terms, conditions or provisions of these Terms or the booking confirmation are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

24.2 Any termination of all or part of these Terms shall not affect the coming into force or the continuance in force of any provision of these Terms which is expressly or by implication intended to come into force or continue in force on or after such termination.

24.3 Except as otherwise expressly provided in these Terms, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the Client and the ultimate Client under these Terms are assumed by them jointly and severally.

24.4 Nothing in these Terms shall render any party a partner or agent of the other. Except as expressly permitted by these Terms, nothing shall allow a party to purport to undertake any obligation on behalf of the other nor expose the other party to any liability nor pledge or purport to pledge the other’s credit.

24.5 No failure to exercise and no delay in exercising on the part of either party of any right, power or privileged under these Terms shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself. For a waiver to be effective it must be made in writing.

24.6 Except as and to the extent expressly otherwise specified in these Terms, the rights and remedies contained in these Terms are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in these Terms.

24.7 The parties agree to keep, and to instruct its agents, employees, advisers and subcontractors with knowledge hereof to keep these Terms strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances: (a) to enable enforcement of the party’s rights under these Terms; (b) with the prior written consent of the other party; and (c) as required by any applicable law.

24.8 These Terms and the booking form constitute the entire agreement between the parties and supersede any previous agreement or arrangement between the parties relating to the subject matter of these Terms.

24.9 No variation or amendment to the terms of these Terms shall be valid and binding unless in writing and signed by an authorised representative of each party.

24.10 The Client acknowledges, accepts and agrees that Flow Model Management has entered into these Terms for the benefit of itself and the Model and accordingly the Model shall be entitled to enforce these Terms as if he/she were a party to these Terms. Except as provided in the preceding sentence, any other person who is not a party to these Terms has no right to enforce any term of these Terms.

25. Governing Law and Jurisdiction

25.1 The parties agree that these Terms and its provisions will be governed by and construed in accordance with the local laws where Flow Model Management party of the booking is placed, being the English law in respect of Flow Model Management.

25.2 The parties hereby submit to the exclusive jurisdiction of the London court in respect of Flow Model Management.

Ziyi Yang