General Terms and Conditions

Kelly Faces Model Agency

§ 1 General Terms and Conditions (T&Cs)
These General Terms and Conditions (hereinafter referred to as “T&Cs”) of Kelly Faces Model Agency, Prager Weg 4, Stadtkrone-Ost, 44269 Dortmund, Email: info@kelly-faces.com, www.kelly-faces.com, Tel.: +49/231/95988330, VAT ID: 220 390 333 (hereinafter referred to as the “Client”) apply to all bookings.

The following conditions form part of all contracts concluded between Kelly Faces and its clients. They also apply to all future contractual relationships between the parties unless otherwise agreed in writing or replaced by new T&Cs. Deviating terms from clients are not valid unless Kelly Faces expressly agrees in writing.

§ 2 Scope of Services

1. Kelly Faces Model Agency provides the Client with models, presenters, hostesses, and promoters for fashion shows, advertising campaigns, events, photoshoots, trade fair support, and similar promotional activities.
2. Kelly Faces does not guarantee recognition, approval, or audience response regarding models, presenters, hostesses, or promoters.
3. Kelly Faces acts solely as an intermediary and does not assume the role of organiser. No liability of any kind for contractual obligations or statutory responsibilities is accepted.
4. The accuracy of information provided by models, presenters, hostesses, and promoters is the sole responsibility of the respective individual.
5. Kelly Faces is under no obligation to verify this information and provides no guarantee regarding the characteristics provided by models, presenters, hostesses, or promoters.
6. Models, presenters, hostesses, and promoters are selected according to the contractual requirements and may be replaced at short notice if necessary, even after an event has started, for important reasons.
7. The services to be rendered include all goods and services explicitly listed in the written contract. Any side agreements, verbal arrangements, or special terms not set out in writing and duly signed by both parties shall be considered null and void.
8. Models are only obliged to perform tasks normally associated with the work outlined in the booking request, typically in connection with the presentation of goods or services. Models are not required to perform any tasks beyond the contractual purpose, nor any work that infringes upon their personal integrity, privacy, or dignity. Models are also not obliged to perform work at any location other than the one agreed upon in the contract. Should the client insist on such additional or non-contractual work, the model has the right to refuse such tasks and, if necessary, to suspend further performance of the contract. In such cases, the client remains fully obligated to pay the agreed fee in full.

9. The client is prohibited from making booking changes or additions with models during shooting days without prior approval from Kelly Faces. Any changes made do not affect the agreement between the agency and the client or the model.

§ 3 Conclusion of Contract

1. Offers made by Kelly Faces Model Agency are non-binding and without obligation. A contract is only concluded once Kelly Faces has received a written order from the client and confirmed acceptance in writing.
2. Any additional services required during the assignment that were not originally agreed must be arranged with Kelly Faces in writing.
3. Models, presenters, hostesses, and promoters are not authorised to conclude, amend, or act on behalf of Kelly Faces.
4. Contracts exist solely between the client and Kelly Faces, not between the client and the models, presenters, hostesses, or promoters.
5. The client agrees not to enter into any direct contractual relationship with models, presenters, hostesses, or promoters provided by Kelly Faces Model Agency. The client is expressly prohibited from poaching, temporarily employing, permanently hiring, or assigning these individuals to third parties.
6. This restriction also applies for a period of 24 months following the conclusion of the assignment.
7. Breach of this provision incurs a flat-rate penalty of €5,000 per violation per person payable to Kelly Faces Model Agency. The right of Kelly Faces to claim further damages remains unaffected.
8. The client agrees to maintain confidentiality regarding the offer, in particular all pricing and financial terms.

§ 5 Delivery Time and Obligations

1. Delivery and performance dates specified in separate agreements are binding, subject to § 3(2).
2. Kelly Faces is released from the obligation to deliver if prevented by unforeseeable circumstances beyond reasonable control, e.g., force majeure, war, strikes, lockouts (including by third parties), or official interventions. In such cases, Kelly Faces is not liable for any resulting delays or non-performance.

§ 6 Payment, Default, Set-Off, Right of Retention, Termination

1. Any deposit agreed upon must be paid no later than 30 days before the scheduled event.
2. Invoice amounts are due immediately upon receipt without deductions.
3. The set-off of claims against Kelly Faces with counterclaims of the client is excluded, unless such claims are undisputed or legally established.
4. Right of retention can only be claimed for claims arising from the same contract.
5. In the event of early termination of the contract due to the client’s fault, § 7(3) applies.

§ 7 Project Cancellation / Termination

1. Consequences of unilateral cancellation by the client depend on the remaining time until the event. Kelly Faces is entitled to compensation for services rendered, incurred expenses, and a reasonable share of remaining contractual claims; in the absence of other agreements, Kelly Faces may claim 50% of the remaining services, with the right to claim higher actual damages explicitly reserved.
2. If the client cancels 1–3 weeks before the event, a cancellation fee of 80% of the total agreed amount (including model fee, buy-out, organisation, and agency commission) applies.
3. Cancellation less than 1 week before the event incurs 100% of the total agreed fee. Claims for higher actual damages remain reserved.
4. Complaints must be reported immediately to Kelly Faces verbally, by phone, or via email.
5. Failure to report defects promptly absolves Kelly Faces from liability.

§ 8 Liability of the Agency

1. Kelly Faces excludes liability for minor negligent breaches unless related to injury to life, body or health, guarantees, or claims under product liability law.
2. Liability limitations apply to assistants or agents acting on behalf of Kelly Faces.
3. If a selected model withdraws for reasons not attributable to Kelly Faces, the agency has the right to provide a replacement, without the client being entitled to cancel the contract or claim damages.

§ 9 Guarantees

1. Statements by Kelly Faces (e.g., service descriptions) do not constitute guarantees unless expressly stated in writing.
2. Only written, explicit guarantees from Kelly Faces are binding.

§ 10 Amendments
Any changes or additions to the contract must be in writing; verbal side agreements or special arrangements are invalid.

§ 11 Jurisdiction
Court of jurisdiction: Dortmund, Germany.

§ 12 Severability Clause
If individual provisions of the contract are invalid, the remaining provisions remain in effect. The parties agree to replace any invalid clauses with a written agreement that closely reflects the economic intent of the original provision.