Business

2.4

Where you and we have agreed that we will organise the payment of PAYG withholding tax and relevant superannuation guarantee charge payments, then we will be responsible for the payment of these items on your behalf, and you will pay us the amount of such items.

(a) (b)

a contract is created between you and a Model once a booking is a Confirmed Booking, and in accordance with the Guidelines, Ruling and relevant legislation, you must:

1. (i)  withhold PAYG withholding tax at 20% from the Activity Fee, and remit such payments to the ATO, and

2. (ii)  where such payment is required by law pay the relevant superannuation guarantee charge at the rate

   current at the time of the provision of the Activity in addition to the Activity Fee to the Model’s nominated superannuation fund. Bump will provide you with tax file number declaration forms and the Model’s superannuation fund details upon request.

3. Insurances

   1. 3.1  You must hold adequate levels of workers compensation insurance to cover all Models used at all locations.

   2. 3.2  Bump is not required to hold, nor currently holds, any such insurance for any Models.

4. Bookings

   1. 4.1  Confirmed Bookings - If you cancel a Confirmed Booking, Bump may at its discretion charge you the cancellation fees set out in clause 6.

   2. 4.2  Last Minute Bookings - Bump may at its discretion charge an additional fee for Last Minute Bookings or bookings made over a weekend or public holiday.

5. Fees

   1. 5.1  You must pay an Activity Fee in relation to each Activity for which you require the Services of Bump.

   2. 5.2  An Agency Service Fee may be payable in addition to the Activity Fee and if applicable will be set out in the estimate.

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6. Cancellation fees

   1. 6.1  If you cancel a Confirmed Booking then you must pay the following fees:

      1. (a)  100% of the Activity Fee if cancellation is within 24 hours of the Activity;

      2. (b)  50% of the Activity Fee if cancellation is within 3 working days of the Activity;

   2. 6.2  No cancellation fee will be charged where an Activity is cancelled due to inclement weather or illness of a Model.

7. Usage and Additional Fees

   1. 7.1  Where you engage our Services in relation to the provision of a Model to be photographed:

      1. (a)  You must notify Bump of any intended usage before the commencement of the shoot, and

      2. (b)  You may only use photography for the purpose for which it was originally shot as itemised in the call sheet.

   2. 7.2  You must not use images of the Model in any way, including but not limited to the use of the images in advertising, promotional materials and websites, unless we otherwise agree prior to the Activity. Any usage rights in relation to images of the Model will incur additional fees, and usage rights will not be granted to you until payment in full has been received.

   3. 7.3  Usage rights will be provided on the basis of an agreed territory and use.

   4. 7.4  If you require an extension of usage rights or territory in relation to the usage rights, you must notify us of your

      request, and we will provide you with a quote for the relevant usage right extension.

   5. 7.5  We reserve the right to refuse the release of images for any use, for any reason, including extensions of existing print

      and television campaigns.

8. Payment

1. 8.1  Unless we otherwise agreed in writing, the full Activity Fee is payable on completion of the Activity within 30 days of issue of the invoice by Bump.

2. 8.2  Payment can be made by cheque (sent to our Sydney office), or electronic funds transfer to our bank account (bank details appear on all invoices).

9. The Working Day

1. 9.1  Normal working hours are between 7am and 6pm, Monday to Saturday. Penalty rates may apply outside these hours.

2. 9.2  For bookings exceeding 8 hours, a daily rate will need to be negotiated at time of booking.

10. Calculation of Fee

1. 10.1  If an Activity finishes earlier than specified in the call sheet, the full Activity Fee remains payable.

2. 10.2  If an Activity finishes later than specified in the call sheet, overtime and/or penalty rates may apply at the discretion

   of Bump in addition to the previously agreed Activity Fee.

3. 10.3  Fittings will be charged at $75 per hour, plus the Agency Service Fee, where applicable, plus GST.

4. 10.4  Manicures, tanning or additional hair maintenance requests (Maintenance) will be charged as set out in the

   estimate, unless specifically negotiated, as well as the actual cost for the requested Maintenance to reimburse the

   Model.

5. 10.5  Bump may provide discounted rates for regular editorial Models, however these rates will only apply where the

   publication is on sale nationally in Australia through newsagents or supermarkets or available by paid subscription.

   If this criteria is not met then standard rates as set out in the estimate apply to the booking.

6. 10.6  A fee for travel time for travel outside a 30km radius of the CBD (including time related to traffic delays) is payable by

   you as determined by Bump.

11. Complaints

If you have any issues during an Activity with any of the Models, then you must advise Bump as soon as possible, and in any event during the course of the Activity. No claims or alterations in the Activity Fee will be accepted after the final invoice is issued at the completion of the Activity. Bump acts solely for and on behalf of the Models and whilst making every endeavour to provide a satisfactory and efficient service, Bump cannot be held ultimately responsible for the conduct of the Models at an Activity.

12. Exclusivity

1. 12.1  A special fee will be negotiated in circumstances where you require Exclusivity.

2. 12.2  It is your responsibility to check, at time of booking, whether any conflicting work has been previously done by the

   Model.

3. 12.3  If the Model advertises a product, he/she is able to work for any competitor in the future unless an Exclusivity Fee is

   negotiated and received.

13. Termination and Suspension

1. 13.1  We may at any time at our discretion suspend the Services and/or terminate this agreement in relation to any Services by providing you with notice in writing in the following circumstances:

   1. (a)  if you fail to make payments to us by a due date, or

   2. (b)  if you breach any obligation under this agreement.

2. 13.2  Such termination will not in any way prejudice any of our rights including our right to receive payment for Services rendered.

3. 13.3  Either party may terminate this agreement by written notice to the other if an insolvency event occurs to the other party.

4. 13.4  If you terminate all or part of the service agreement, all outstanding payments due by you to us and relevant Models

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will become due and payable immediately.

14. Confidentiality

14.1 You acknowledge that Confidential Information (including creative concepts) disclosed to you by Bump whether through a proposal or presentation intended to secure any Activity or during the course of or as part of the performance of an Activity, is proprietary, confidential or a trade secret of Bump. Except as contemplated in a particular Activity, you must not and must not permit any of your officers, employees, agents, contractors or related companies to use or to disclose to any person any such information without the prior written consent of Bump unless it is information which is otherwise in the public domain (other than as a result of wrongful disclosure by the Client) or information required to be disclosed by law where advance notice of the required disclosure is given to Bump.

15. Warranties and indemnities

    1. 15.1  You acknowledge that you have not relied on any advice, representation or warranty given or made by us in connection with the Services and which is not expressly stated in this agreement.

    2. 15.2  To the extent permitted by law, all warranties, conditions and representations by us are excluded, and neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred, suffered or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the Services. If a term is implied by law into this agreement and the law prohibits provisions in a contract excluding or modifying liability under that term, then such term will be included in this agreement. However to the extent permitted by law, our liability for breach of such term will be limited, at our option, to one or more of the following:

       1. (a)  the supply of the Services again;

       2. (b)  the payment of the cost of having the Services supplied again

    3. 15.3  We do not guarantee that our Services will provide any specific results.

    4. 15.4  Without limitation, we will under no circumstances be liable for any indirect or Consequential Loss you do or may

       suffer.

    5. 15.5  You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever

       (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of any:

       1. (a)  act or thing done by us in good faith and purportedly pursuant to a right granted to us under the provisions of

          this agreement,

       2. (b)  any failure by you to withhold or pay (or pay on time) any PAYG tax or superannuation guarantee charge

          payments in relation to the Models, and

       3. (c)  any other breach by you of any of the terms of this agreement.

16. Non-Solicitation

16.1 You must not during the term of this agreement, or for a period of 6 months following completion of any Services:

1. (a)  employ, contract or hire the services of any of our employees, contractors, agents or other personnel

2. (b)  employ, contract or hire the services of any of the Models either directly or indirectly other than through Bump

3. (c)  induce or attempt to induce any of the Model, our employees, contractors, agents or other personnel to

   terminate their agreements or contracts with us, or

4. (d)  attempt to do any of the foregoing.

17. General

    1. 17.1  All notices and consents required or permitted to be given under this agreement must be in writing and given by personal service, pre-paid postage or a facsimile transmission at the addresses of the parties set out in this agreement or to such other address as either party may designate to the other by written notice.

    2. 17.2  You must not assign or otherwise transfer any rights or obligations of this agreement without our prior written permission.

    3. 17.3  If we do not act in relation to a breach by you of this agreement, this does not waive our right to act with respect to that or subsequent or similar breaches.

    4. 17.4  Nothing stated in this agreement constitutes you and us as partners, or creates the relationship of employer and employee, master and servant or principal and agent between the parties. Neither party has authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as expressly provided in this agreement or authorised in writing.

    5. 17.5  If any provision of this agreement is held to be invalid in any way or unenforceable, the remaining provisions will not in any way be effected or impaired. This agreement must be construed so as to most nearly give effect to the intent of the parties as it was originally executed.

    6. 17.6  This agreement is governed by the laws of the State of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State.

18. Definitions and Interpretation

18.1 Definitions
Activity includes but is not limited to launches, campaigns, trade shows, in house activations, event hosting, demonstrations, television, print and outdoor campaigns.
Activity Fee means the total sum of all fees payable for a Confirmed Booking as set out in the invoice rendered by Bump.
Agency Service Fee means an additional fee calculated at 15% of the Activity Fee plus GST.
Confidential Information means all information that is not generally known by the public and includes, but is not limited to, inventions, discoveries, trade secrets, and know how, computer software code, designs, routines, algorithms, and structures, product information, research and development information, financial data and

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information, passwords, business plans and processes, any search engine optimization methods and techniques and any other information belonging to either party and which either party learns of by virtue of this agreement. Confirmed Booking means a booking for an Activity as set out in clause 1.6.
Consequential Loss includes, but is not limited to, loss of use, lost production, lost income or profits, loss of opportunity, lost savings, increased or wasted expenses, delay or lost time, loss of or damage to goodwill, increased operating costs, wasted or increased financing costs, loss of or damage to data or records, loss of or unavailability of or damage to tangible or intangible property, claims made against you by others, losses or costs or expenses associated with identification, investigation, assessment, repair, replacement or servicing and any other economic loss or damage and any other special, indirect or consequential loss or damage.

Exclusivity means the exclusive use of a Model’s services in association with a particular product brand to the exclusion of competing brands.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax. Last Minute Booking means a booking made within 24 hours of the Activity.

Model means individuals who are represented by Bump.
Services means the Services that we provide to you.
Usage Fee means the fee determined by Bump for additional usage of images as authorised by Bump.

18.2 Interpretation
Unless the context requires otherwise:

1. (a)  heading and bold type are for convenience only and do not affect the interpretation of this agreement

2. (b)  a reference to a person includes a corporation or any other legal entity

3. (c)  the singular includes the plural and vice versa

4. (d)  headings are for convenience and do not form part of this agreement or otherwise affect the interpretation of this

   agreement

5. (e)  the term "includes" (or any similar term) means "includes without limitation", and

6. (f)  a reference to any statute includes references to any subsequently amended, consolidated or re-enacted

   version of that statute and all delegated legislation or other statutory instruments made under it.