TERMS AND CONDITIONS
1 ENGAGEMENT
1.1 The Client is engaging Brooklyn MGMT Pty Ltd (ABN 47 622 409 652) (‘Brooklyn’, ‘Agent’, ‘we’, ‘us’, ‘our’) and each person (model, hair stylist, makeup artist, etc) named in the Booking Confirmation (the ‘Talent’)
1.2 The Client acknowledges that:
(a) it has read and understood these terms & conditions,
(b) the person engaging Brooklyn and the Talent is an Authorised Representative of the Client and capable of binding the Client, and
(c) the Client agrees to be bound by these terms & conditions which form part of each legally binding agreement between the Client, Brooklyn and each Talent that the Client directly or indirectly engages or books.
1.3 If you do not accept these terms & conditions, then please do not engage Brooklyn or the Talent that Brooklyn represent.
1.4 When you book Talent an agreement is entered into by and between:
(a) The Client and each Talent you book in respect of their services they provide the Client (‘Client Contract with the Talent’); and
(b) The Client and Brooklyn in respect of the services that Brooklyn provides the Client (‘Client Contract with Brooklyn’).
2 CONTRACT TERMS
2.1 The Client Contract with the Talent comprises all sections of these terms and conditions other than those under the heading Brooklyn’s Services & Talent Bookings.
2.2 The Client Contract with Brooklyn comprises the terms and conditions under the sections headed Engagement, Contract Terms, Brooklyn’s Services & Talent Bookings, Invoicing & Payment Terms, Additional Services, Conditions & Fees, Exclusivity, Insurance, Third Party Bookings, Complaints, Talent / Brooklyn / Client Relationship, Glossary, General.
2.3 The pertinent commercial details of each engagement and booking, including fees, rates, times, dates, usage, etc, will be detailed in a written Booking Confirmation which will also form part of each Client Contract with the Talent on the one hand and the Client Contract with Brooklyn on the other hand.
2.4 There is no single tripartite agreement between the Talent/s, Client and Brooklyn,
2.5 For added clarity, if there are multiple people named in the Booking Confirmation then the Client and each Talent will be entering a separate Client Contract with the Talent. For example, if two models and a hair stylist are booked then this will result in three separate Client Contracts with the Talent and each talent is solely responsible for the performance of their services.
3 BROOKLYN’S SERVICES & TALENT BOOKINGS
3.1 Brooklyn is the exclusive agent and representative of the Talent and each other person appearing on Brooklyn’s website (brooklynmgmt.com.au) or that Brooklyn introduce to you or you book via Brooklyn (collectively ‘BM Principals’). Brooklyn is authorised by each of BM’s Principals to negotiate with you, accept your booking/s and enter and sign (if necessary) the Contract with the Talent and Booking Confirmation on each Talent’s behalf.
3.2 If you require the services of any BM Principals then you must contact Brooklyn directly. You must not contact any BM Principals directly, even if you, your Photographer or personnel know or have worked with the BM Principals previously.
3.3 Brooklyn will consult with you regarding your requirements and facilitate the presentation, casting, engagement and booking of appropriate BM Principals as needed.
3.4 In consideration of Brooklyn’s services to you, you will pay Brooklyn an Agency Service Fee or Booking Fee (‘ASF’) on all your bookings of BM Principals (including the Talent). The ASF is calculated at 20% plus GST of the total gross fees payable to the BM Principals (including the Talent) in relation to any bookings you make (howsoever described) including any talent fees, usage fees, overtime, specific maintenance requests, hair and make-up, styling fee, rehearsal/fitting fees, travel fee, cancellation fees, postponement fees, etc.
3.5 When GST is added, currently at the rate of 10%, the ASF rate including GST, is 22%.
3.6 If the rate of GST changes then we will charge you the then current rate. If you directly book talent that we represent then we remain entitled to charge you the ASF.
4 TALENT RATES
4.1 The Talent authorises Brooklyn, in its capacity as the Talent’s agent, to negotiate with you, accept your booking/s and enter and sign (if necessary) the Contract with the Talent and Booking Confirmation on the Talent’s behalf.
4.2 The Client engages the services of the Talent pursuant to the Booking Confirmation and your Client Contract with the Talent in consideration for the fees payable by you to the Talent.
4.3 Talent fees will be separately quoted and detailed in the Booking Confirmation for your acceptance and further fees are outlined in these terms and conditions.
4.4 The Talent and Client acknowledge that Brooklyn charges ASF + GST on all fees or charges (howsoever described) payable to the Talent.
5 HOURS BOOKED & DURATION
5.1 The total hours that the Talent is booked for is the minimum hours that the Talent must be paid for.
5.2 If a booking finishes prior to the originally booked time, the Talent must be paid for the original hours booked regardless of whether the job was completed early. If a job takes longer than the originally booked hours then overtime will be charged at the applicable hourly rate as advised to you with the Booking Confirmation. The duration of a booking can only be shortened if requested in writing more than two Business Days prior to the booking date.
5.3 You must pay the Talent from their call time, regardless of when hair and makeup starts or when the shoot starts. If other crew members arrive late and therefore the shoot commences later does not mean the Talent gets paid from the later start time.
5.4 The Talent is to be booked and paid in either daily or half-hourly blocks (part of a half-hour will count as a full half-hour).
5.5 Bookings commencing before 8am or finishing after 8pm attract a 20% rate increase for each hour or part thereof prior to 8am or after 8pm.
5.6 The Talent does not charge penalty rates for weekends.
5.7 A 25% rate increase applies to bookings that take place on public holidays.
5.8 A full day booking constitutes 8 consecutive hours inclusive of break time.
5.9 The Talent’s minimum booking duration is two hours.
5.10 On behalf of the Talent, Brooklyn will quote the Talent’s rates on a per hour or full day rate. Overtime will be charged by the Talent and payable by you at the applicable hourly rate if the job runs 20 minutes or more overtime, constituting an additional hour to be charged per hour or part thereof. Any overtime 19 minutes or under is not charged.
6 USAGE RIGHTS
6.1 Upon full payment of all monies owed by you to the Talent and Brooklyn, you have the right to use the Talent’s Images Online (your website/s, social pages and eDMs only) for a period of 12 months from the shoot date as noted in the Booking Confirmation.
6.2 Any Non-Online use or extension of time, territory or location must be mutually agreed in writing between you and Brooklyn on behalf of the Talent and paid for in advance by the Client prior to that additional use.
6.3 All Images are to be used for the purpose for which it was originally shot as itemised in the relevant Booking Confirmation. It is the Client’s responsibility to notify Brooklyn of any intended usage upon requesting a booking and before the commencement of the shoot. Rights are never granted orally.
6.4 Non-Online Image uses must be negotiated and duly authorised by Brooklyn in writing on behalf of the Talent prior to the booking taking place.
6.5 You have no right to use any Images, until you have paid all amounts owing to the Talent and Brooklyn in full.
6.6 If you require an extension of usage, location, territory or the like then you must obtain Brooklyn’s written approval on the Talent’s behalf on terms to be agreed. Brooklyn, on behalf of the Talent, reserves the right to refuse the release of Images for any use, for any reason, including extensions of existing print and television campaigns.
6.7 Any Image used without written authorisation or prior approval from Brooklyn on behalf of the Talent will be deemed unauthorised usage and may be subject to legal proceedings with or without notice and without limiting the Talent’s rights, you will be charged and must pay the Talent the greater of any relevant usage fee previously quoted to you in writing or the following:
| Usage: | Fee: |
| $250 per publication, per edition, per page (or part thereof) | |
| Instore / Window Display/ Hoarding | $1,000 per location, per calendar month (or part thereof) |
| Out of home (OOH) (including without limitation billboard, bus stop, bus back, rock posters, signage, cinema, etc) | $2,000 per occasion/usage instance per calendar month (or part thereof) |
| TVC (including without limitation free to air, pay TV, on-demand, streaming services) | Stills only: $2,000 per calendar month (or part thereof)Video (non- speaking): $3,000 per calendar month (or part thereof)Speaking role: $5,000 per calendar month (or part thereof) |
7 COPYRIGHT
7.1 Ownership of all Images of the Talent (regardless of format) remain with the Talent at all times and any unauthorised use or replication of the Talent’s image will be an infringement of copyright. At no time does ownership of any Image of the Talent ever vest in or revert to either the Photographer/s or Client and said Images can only be used where all relevant fees have been agreed and paid in full to the Talent and Brooklyn.
7.2 The Client agrees that a Photographer is not entitled to use any of the Images of the Talent that the Photographer takes for any use beyond that agreed in the relevant Booking Confirmation. The Client must ensure that the Photographer agrees to restrict the Photographer’s use of the Images. The Client must procure the Photographer to forever assign to the Talent all intellectual property, including copyright, in any Image the Photographer takes of the Talent. If the Client is not the Photographer, the Client must notify the Photographer of the Client Contract with the Talent, including the rights of the Talent and restrictions imposed on the Client and Photographer and obtain the Photographer’s prior written agreement that they will not cause the Client to infringe this agreement or infringe the rights of the Talent. Photographer/s may not use test photography/footage for any commercial purpose unless specific written arrangements have been made with Brooklyn on the Talent’s behalf.
7.3 Client is solely liable and responsible for securing all necessary rights, releases and waivers from Photographers for the purposes of each booking and this Client Contract with the Talent and paying Photographers and any other third party involved in or associated with a shoot for their services, including art directors, hair & make-up artists, photographer assistants, other talent and venues.
8 TEST SHOOTS
8.1 Photographers may not use test shoots for commercial purposes unless specific arrangements have been made with Brooklyn on behalf of the Talent.
9 INVOICING & PAYMENT TERMS
9.1 Brooklyn will invoice the Client on its own behalf and on behalf of the Talent (plus any other talent if you have booked multiple talent) (collectively ‘Total Fees’). Total Fees are due and payable by you within 7 days of invoice date without deduction or set-off (other than any lawful PAYG withholding you are required to make).
9.2 Total Fees must be paid to Brooklyn (or as directed by Brooklyn) and can be made via direct deposit/bank transfer and credit card. Please note that credit card payments incur a 2.6% surcharge on the total payment. Brooklyn and the Talent do not accept payment via cash or cheque.
9.3 A late payment fee of 10% is chargeable on and to the extent any invoices are not paid within 14 days of the due date. Interest at the rate of 15% per annum, calculated daily from the due date and compounding monthly, will be charged on and to the extent an invoice is not paid within 30 days of the due date. Brooklyn and the Talent reserves the right to turn over a client’s and Talent’s unpaid account to a collection agent or lawyer. Brooklyn and the Talent can charge you and you indemnify Brooklyn and the Talent for any debt collection, recovery or legal fees, on a full indemnity basis, related to the recovery of any unpaid monies payable by you to Brooklyn or the Talent. Brooklyn and the Talent can each sue you for their respective unpaid fees.
9.4 You are responsible for withholding and remitting any PAYG from the Talent’s fee and making superannuation contributions for the Talent.
10 BOOKING CHANGES
10.1 If you cancel a booking then you must pay the Talent a cancellation fee equal to (i) 50% of the Talent’s expected fee for the booking if you cancel more than two Business Days’ prior to the booked shoot date, or (ii) 100% of the Talent’s expected fee for the booking if you cancel two or less Business Days’ prior to the booked shoot date.
10.2 For example, if a shoot is booked to commence on a Thursday then you must cancel by Monday to avoid the 100% cancellation fee.
10.3 You may postpone a booking by written notice to Brooklyn at least three Business Days prior to the scheduled shoot.
10.4 The first postponement is at no charge.
10.5 If postponed a second-time then you must pay a postponement fee equal to 50% of the Talent’s expected fee for the booking.
10.6 If postponed a third-time then you must pay a postponement fee equal to 100% of the Talent’s expected fee for the booking.
10.7 For example, if a shoot is booked to commence on a Thursday then you can postpone it on the Monday or earlier.
10.8 Postponement fees are in addition to any other fees you owe, including the Talent’s and Brooklyn’s fees.
10.9 If you place the Talent on hold then you must either release or confirm the Talent withat least two Business Days notice to Brooklyn prior to the held shoot date, otherwise your hold may be cancelled by the Talent and the Talent may be booked elsewhere without prior notice or liability to you.
10.10 For clarity, if the Talent is held for a shoot to commence on a Thursday then you have until the prior Tuesday or earlier to release or confirm the hold. If you confirm the hold then you the booking will proceed and you will be liable to pay all fees in respect of the booking.
11 ADDITIONAL SERVICES, CONDITIONS & FEES
11.1 When spray tans, manicures/pedicures, additional hair maintenance, etc is requested of the Talent then the Client must pay or reimburse Brooklyn or the Talent (via Brooklyn) for these costs.
11.2 The Talent must be paid their full rate from their arrival time on site (their call time). This includes hair and makeup time. A makeup fee of $100 is payable by you to the Talent (via Brooklyn) when the Talent is required to do their own hair and makeup for a shoot.
11.3 If the Talent is required to bring their own clothing to a shoot (more than one outfit) then a Styling Fee of $100 is payable by you to the Talent (via Brooklyn).
11.4 If the Talent is required to attend a rehearsal or fitting prior to the booking, you must pay the Talent a rehearsal/fitting fee of $100 is payable by you to the Talent (via Brooklyn) (for up to one hour). Any additional time in excess of one hour will be charged at the same rate ($100 per hour).
11.5 You must pay the Talent (via Brooklyn) a travel fee of $100 per hour to any booking location 30 minutes or more from the CBD (calculated using Google Maps.)
11.6 You must provide the Talent a meal on full day location shoots and all bookings outside of the relevant metropolitan area (eg Melbourne metro, Sydney metro, etc).
11.7 The Talent will take one 30-minute break or two 15-minute breaks when doing a full day shoot.
12 EXCLUSIVITY
12.1 The Talent’s and Brooklyn’s services are supplied to you on a non-exclusive basis unless otherwise negotiated with you and confirmed in writing at the time of booking.
12.2 A special exclusivity fee and the terms of exclusivity will be negotiated and agreed in writing when you require the Talent or Brooklyn to be precluded from serving competing organisations or products.
12.3 It is your responsibility to check with Brooklyn, at the time of booking, whether any potentially conflicting work has previously been undertaken by the Talent or Brooklyn.
13 INSURANCE
13.1 It is your responsibility to ensure that you have adequate levels of insurance to cover the Talent at all locations (including travel to and from a location). Brooklyn is not required to, nor holds, any such insurance for the Talent.
14 THIRD PARTY BOOKINGS
14.1 If you make a booking on behalf of or for the benefit of a third-party, such as your customer, then you remain primarily liable under both the Client Contract with the Talent and Client Contract with Brooklyn, including for all payments and compliance, irrespective of whether or not the third-party has paid you. You will indemnify and hold Brooklyn and the Talent harmless for any infringement of the Client Contract with Brooklyn or the Client Contract with the Talent respectively, or Brooklyn’s or the Talent’s rights caused or contributed to by a third-party.
15 COMPLAINTS
15.1 If you are dissatisfied with the Talent’s appearance or performance, you must report it to Brooklyn during the course of the booking.
15.2 Any claim or alteration to the Talent’s negotiated fee must be notified to Brooklyn in writing within 7 days of the relevant invoice date. No alterations or amendments to an invoice will be considered 7 days after the invoice date.
15.3 Brooklyn acts solely for and on behalf of the Talent and whilst making every endeavour to provide a satisfactory and efficient service, Brooklyn is not responsible for the Talent’s acts or omissions. Brooklyn recommends that you hold a casting to meet shortlisted talent in person prior to booking the Talent.
16 TALENT / BROOKLYN / CLIENT RELATIONSHIP
16.1 Brooklyn is not the employer of the Talent. The Talent engages Brooklyn to be their agent and act on the Talent’s behalf. Brooklyn’s role is to bring the Client and Talent together so that they can enter the Client Contract with the Talent and work together. You book talent at your own risk pursuant to your Client Contract with the Talent and you have ultimate or legal control over the Talent during the course of the booking and you are responsible for directing their performance.
16.2 The parties acknowledge that the Client is the “payer” for the purposes of the Australian Taxation Office’s (ATO) “PAYG withholding for performing artists” guidelines https://www.ato.gov.au/Business/PAYG-withholding/In-detail/Performing-artists-contracted-to-perform-promotional-activity/
16.3 The parties acknowledge that Brooklyn is the Talent’s agent and an “Intermediary” as defined in the ATO’s “Superannuation Guarantee Ruling SGR 2005/2 (https://www.ato.gov.au/law/view/pdf/pbr/sgr2005-002.pdf). See “Agency” explanation from paragraph 69 onwards.
16.4 To be clear, the Client Contract with the Talent is created between you and the Talent once your booking is confirmed with Brooklyn (whether written, written and partly oral or wholly oral as contemplated in the ATO’s “Superannuation Guarantee Ruling SGR 2005/2” (paragraph 38)). All Talent fees mentioned in these terms and conditions or otherwise quoted and accepted by the Client are exclusive of Superannuation Guarantee Contributions (SGC). The ATO’s “PAYG withholding for performing artists” guidelines, read in conjunction with the ATO’s “Superannuation Guarantee Ruling SGR 2005/2”, state that the “end-user” (Client) of an artist’s (the Talent’s) services is responsible for the payment of their Superannuation at the current rate published by the ATO. You must provide a safe work environment in accordance relevant workplace health and safety laws. On behalf of the Talent, Brooklyn may, though is not obliged, to inspect the Talent’s work-place to establish whether the workplace is safe prior to or during the booking.
17 GLOSSARY
17.1 In this contract, the following words have the following meanings:
(a) “Authorised Representative” means the individual/s who order Brooklyn’s services or book the Talent on behalf of the Client.
(b) “Booking Confirmation” means the email from Brooklyn and accompanying booking confirmation form (usually attached as a PDF) which contains the commercial details of your engagement of the Talent’s and Brooklyn’s services and forms part of your Client Contract with the Talent and your Client Contract with Brooklyn.
(c) “Business Day” is any day other than weekends and any public holiday.
(d) “Marks” means a party’s name, trademarks, trade names, logos or similar identifiers.
(e) “Non-Online” includes print, magazines, newspapers, catalogues, manuals, swing tags, in-store posters, signage, show cards, pack shots, traditional or digital billboards, bus/tram-sides, window displays, out-of-home advertising, monitors / screens in public places including in-store or in-mall, television, streaming services, cinemas or inflight, even if the Image is broadcast, displayed, disseminated or published via the internet.
(f) “Online” means for advertising the Client’s goods and services on banner ads, websites, social media accounts and EDMs and excludes any Non-Online use.
(g) “Client”, “you”, “your” means the entity on whose behalf the Authorised Representative has requested Brooklyn’s services or booked Talent and entered each Contract with the Talent and Contract with Brooklyn. The types of clients might include, advertising agencies, retailers, companies, partnerships, firms, trusts, individuals, associations, clubs, unions, government agencies or departments.
(h) “Photographer” references to Photographer include video or film camera operators.
(i) “Image” references to Image include photographs, videos or films.
18 GENERAL
18.1 A party claiming that a dispute has arisen under or in connection with this contract (“dispute”) must notify the other party giving written details of the dispute. The parties agree to negotiate in good faith on a commercially realistic basis to resolve the dispute within 30 days of initial notification, before commencing any legal proceedings in relation to the dispute. Nothing in this clause will prevent a party from seeking interlocutory relief or debt collection of unpaid Fees. Brooklyn is authorised to negotiate and settle disputes on behalf of the Talent.
18.2 All rates, fees and charges are expressed on a GST exclusive basis. To the extent that the Talent or Brooklyn are registered for GST and must charge and collect GST then they are entitled to do so.
18.3 On a royalty-free basis you perpetually allow Brooklyn and the Talent to promote your current and prior use of Brooklyn’s and the Talent’s respective services including the use of your Marks.
18.4 Brooklyn collect and use personal information in accordance with its privacy policy.
18.5 Brooklyn may assign this contract and license its rights.
18.6 Any notices must be in writing and delivered prior to 4pm Melbourne time on a Business Day. If delivered after 4pm then it is deemed to have been delivered at 9am on the next Business Day.
18.7 To the extent that any part of this contract is invalid, unenforceable, illegal, void or voidable for any reason, then this agreement will be construed and be binding as if the invalid, unenforceable, illegal, void or voidable part had been deleted from them or read down to the extent necessary to overcome the difficulty.
18.8 Our or the Talent’s waiver of any breach or a failure to enforce or to insist on the observance of a condition this contract will not be a waiver of any other or of any subsequent breach.
18.9 Brooklyn and the Talent will not be responsible or liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any matter beyond their respective reasonable control including any mechanical, electronic, communications or third-party supplier failure, acts of God, natural disaster, climatic or environmental events, tempest, fire, flood, storms, hail, accident, terrorism, industrial action, trespassers, civil disobedience, pandemic, epidemic, war and riots.
18.10 The words “includes”, “include”, “including”, “for example” or “such as” will be read to mean “including without limitation”.
18.11 These terms & conditions and the contracts between the parties is subject to the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.
