These Terms and Conditions were updated on 22 June 2023.
1.1. The following terms and conditions, which include reference to the Agency’s Privacy Notice (“Notice”) applicable to the Agency’s representation of the Artiste (hereinafter the “Terms and Conditions”) together with the online form submitted by the Artiste to the Agency (“Online Form”) govern the relationship between the Artiste and the Agency (together referred to as the “Contract”). The Notice is accessible at https://colttalent.com/.
1.2. When submitting the online form (“Online Form”), you shall be required to indicate your acceptance of these Terms and Conditions by ticking the appropriate box. By submitting the Online Form you agree to be bound by the Terms and Conditions, and you provide your express consent for your Personal Information (as defined in the Notice) to be dealt with on the terms of the Notice.
1.3. Any variation to the Contract must be agreed in writing by the Agency.
1.4. Nothing in the Contract shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agency may be entitled, by virtue of any law or regulation.
1.5. Nothing in the Contract shall be construed as constituting a partnership or joint venture between the parties.
1.6. The Artiste is acting in the capacity of an independent contractor.
The following expressions shall have the following meanings:
2.1. “Agency” means Colt Talent cc, a close corporation formed and carrying on business in accordance with the company laws of South Africa;
2.2. “Agency Fee” means agency fee specified in clause 4.1;
2.3. “Artiste” means the applicant (or the signatory parent/guardian, in the event that the applicant is a minor) who duly executes and submits an Online Form to the Agency and/or submits their personal information to Colt Talent cc and thereby applies for representation;
2.4. “Artiste’s Image” includes any 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 material of any other nature including electronic imaging for all known or anticipated purposes;
2.5. “Assignment” means any services requested by a Client in connection with any form of advertising, entertainment, leisure, marketing or public relations activities that it is proposed that the Artiste undertakes, including any work, assignment, audition or casting arranged by the Agency;
2.6. “Client” means any third party, individual, partnership, company or other organisation or entity which contracts with the Agency with a view to procuring the services of the Artiste in respect of an Assignment;
2.7. “Commencement Date” means the date upon which the Artiste submits their Online Form and, in so doing, appoints the Agency as their Representative, as contemplated in clause 3;
2.8. “Effective Date” means the date of submission (“send”) of the Artiste’s information to Colt Talent cc.
2.9. “Fees” means the fees due to the Artiste in respect of an Assignment and/or Usage Renewal specified in clause 5.2;
2.10. “Renewal Fee” means the renewal fee specified in clause 4.3;
2.11. “Representation” or “Represent” means the representation provided by the Agency to the Artiste in terms of the Contract;
2.12. “Term” means the period commencing on the Effective Date and terminating on the date upon which the Contract is terminated for any reason whatsoever;
2.13. “Terms and Conditions” means the terms and conditions as set out in this document and any subsequent terms and conditions agreed in writing by the Agency and the Artiste; and
2.14. “Usage Renewal” means the use of an Artiste’s featured image by a Client for a renewed usage period and specific territory.
3.1. The Artiste hereby appoints the Agency on the Commencement Date and with effect from the Effective Date to act as the Artiste’s agent and Represent the Artiste in the negotiation and conclusion of agreements with Clients in respect of Assignments and Usage Renewals and to perform associated services in accordance with the provisions of the Contract.
3.2. The Artiste does not appoint the Agency as sole and exclusive agent and is permitted to contract, negotiate or register with other agents.
3.3. The Artiste grants the Agency the right to:
3.3.1. negotiate and conclude agreements with Clients in respect of Assignments for and on behalf of the Artiste during the Term; and
3.3.2. negotiate, quote and conclude agreements in respect of Usage Renewals in respect of Assignments negotiated and concluded by the Agency during the Term. For the avoidance of doubt, the right of the Agency to negotiate and conclude Usage Renewals as contemplated in this clause 3.3.2 shall survive the termination of this Contract.
3.4. The Artiste grants the Agency sole authority on behalf of the Artiste to collect and receive all gross income arising out of:
3.4.1. any Assignment undertaken by the Artiste during the Term and also after the expiry of the Term to the extent that such gross income arises out of any Assignments negotiated and concluded by the Agency during the Term; and
3.4.2. any Usage Renewal in respect of any Usage Renewal quoted and administered during the Term and also after the expiry of the Term to the extent that such gross income arises out of any Assignments negotiated and concluded by the Agency during the Term. For the avoidance of doubt, the right of the Agency to collect and receive gross income arising out of Usage Renewals as contemplated in this clause 3.4.2 shall survive the termination of this Contract.
4. AGENCY FEE AND USAGE RENEWAL FEE
4.1. The Agency shall be entitled to payment of an agency fee from the Artiste in respect of each Assignment (“Agency Fee”).
4.2. The Agency Fee shall be determined by the Agency on an Assignment by Assignment basis. The Agency Fee shall be 15-25% of the gross income of an Assignment, at the Agency’s discretion.
4.3. The Agency shall be entitled to payment of an agency fee from the Artiste in respect of each Usage Renewal (“Usage Renewal Fee”)
4.4. The Usage Renewal Fee shall be determined by the Agency on a Usage Renewal by Usage Renewal basis. The Usage Renewal Fee shall be 15-25% of the gross income of a Usage Renewal, at the Agency’s discretion.
4.5. The Artiste hereby acknowledges and accepts that the Agency has a once-off registration / administration fee of R120 (“Administration Fee”) which will be deducted from the Artistes gross income. The Administration Fee shall be utilised to offset the costs of representing the Artiste, including but not limited to database capturing, bank charges, Artiste portal/website profile hosting, submission of presentations and in-studio photos/photo updates. The Administration Fee is subject to change at the discretion of the Agency. The Artiste acknowledges that the Administration Fee paid to the Agency is non-refundable and does not guarantee Assignments nor does it create any expectation of Assignments.
5. PAYMENT OF FEES
5.1. Further to clause 3.3 above, the Agency will collect from the Client all gross income in respect of an Assignment and/or Usage Renewal.
5.2. The Agency will deduct their Agency Fee and/or Usage Renewal Fee, Administration Fee, PAYE, any advances or any promotional expenses (if appropriate ) from the gross income received and the Artiste will receive the remainder as thereof (“Fees”).
5.3. The Agency will pay the Artiste the Fees within 30 (thirty) days following the day upon which the gross income was received by the Agency from the Client in respect of the Assignment or Usage Renewal in question.
5.4. The Artiste recognises and agrees that payment for an Assignment(s) and/or Usage Renewal shall only become due and owing to the Artiste by the Agency on receipt of payment from the Client to the Agency. For the avoidance of doubt, the Artiste acknowledges and agrees that the Agency cannot be held liable for payment of monies to the Artiste in respect of an Assignment if the Client withholds payments from the Agency for any reason.
5.5. The Client may take an indefinite period to pay but is requested to make payment normally within 30 (thirty) to ninety (90) days of invoice.
5.6. The Agency will not be liable for any outstanding Fees to the Artiste in the event of indefinite delayed payment by the Client for whatever reason.
5.7. Any Fees held by the Agency are held as trustee for the Artiste and the Agency shall honour all of the Artiste’s rights in respect of those Fees.
5.8. The Artiste hereby acknowledges that the Agency cannot be held responsible any non-payment in respect of an Assignment where an Artiste:
5.8.1. has been selected for the Assignment by the Client on the basis of their appearance and the Artiste misrepresented their appearance or failed to update their photographs, measurements or any other personal information relating to their selection for the Assignment by the Client ; or
5.8.2. has misrepresented their employment status.
5.9. The Artiste is self-employed and personally responsible for the payment of income tax/PAYE and other statutory deductions and where appropriate value added tax. The Agency will not be reliable for any Artiste’s failure to complete any of the above mentioned.
6. ARTISTE OBLIGATIONS
6.1. The Artiste shall, at all times, act in a professional and courteous manner and shall attend all Assignments on time.
6.2. The Artiste shall carry out every Assignment to the best standard of ability and skill.
6.3. The Artiste shall not consume alcohol or administer drugs on or in the vicinity of the premises of a Client or at a location where an Assignment is being conducted.
6.4. The Artiste shall comply with all rules and regulations relating to health and safety, fire prevention or general administration which may be in place at the premises of a Client or at a location where an Assignment is being conducted.
6.5. The Artiste shall at their own cost be solely responsible for arranging transport to auditions/or Assignment(s) unless otherwise agreed with the Agency or the Client.
6.6. The Artiste shall notify the Agency of any changes to their personal details, including but not be limited to, contact details, telephone numbers and bank details.
6.7. The Artiste shall keep the Agency informed of any significant changes in appearance to include, but not limited to, notification of any change of hair style or colour, measurements, weight loss or gain or the addition of any tattoo or any other visible feature such as a piercing (“Significant Change”). Should a Significant Change occur the Artiste undertakes to update the images provided to the Agency.
6.8. The Artiste shall not without the consent in writing of a duly authorised representative of the Agency expose, reveal or make public any information in connection with the business of the Agency or the Contract, all of which information is to be regarded by the Artiste as of a strictly confidential nature.
6.9. The Artiste shall take all reasonable steps to be available to work regularly on Assignments but acknowledges that the Agency cannot guarantee that such Assignments can be secured and has made no representations to this effect.
6.10. The Artiste consents for the Agency to use any relevant photographs, images or other information relating to the Artiste to secure Assignments.
6.11. The Artiste hereby acknowledges that nothing in the Contract, nor any conduct of the parties, shall create or be deemed to create or imply the relationship of employer and employee between the Agency and the Artiste.
6.12. The Artiste, upon conclusion of a contract in respect of an Assignment by the Agency, must complete the Assignment in full for the contracted fee otherwise the Artiste will be liable for any losses incurred.
6.13. The Artiste must give at least 2 (two) days’ notice to the Agency to withdraw from an assignment, which has been booked by a Client. The Artiste may be held be liable for any extra costs that have been incurred by the Agency or the Client as a result or failure to comply with this clause 6.13. It is the Artistes responsibility to be available for the duration of the Assignment. If an Artiste fails to complete an Assignment for any reason other than illness (to be evidenced by a medical certificate) then the Artiste may be liable to pay for costs or losses incurred.
6.14. The Artiste will not at any time during any Assignment nor for 6 (six) months thereafter directly or indirectly interfere with, solicit or entice any of the Agency’s clients or persons with whom the Agency were in consultation.
6.15. In the event of the Artiste being in breach of clause 6.14, the Agency will be entitled to recover from you any fees which the Agency would have been paid by the Client had the employment by the Agency’s client been arranged by the Agency.
6.16. The Artiste will not use, or authorise the use by third party, of any document, in any media, created, produced or published by the Agency without prior written consent of the Agency.
6.17. The Artiste must immediately notify the Agency of any direct offer of employment by a Client of the Agency for whom the Artiste has carried out an Assignment.
7. AGENT OBLIGATIONS
7.1. The Agency shall use all reasonable endeavours to secure suitable Assignments for the Artiste.
7.2. The Agency shall provide the Representation with skill, care and in accordance with industry best practice and statutory obligations.
7.3. The Agency shall take all reasonable steps to ensure Clients and other workers involved in Assignments are professional and courteous but cannot be held responsible for the conduct of any third parties.
7.4. The Agency confirms that the only type of work it will find or seek to find the Artiste will be an Assignment.
7.5. The Agency’s authority to act on the Artiste’s behalf extends to:
7.5.1. the Agency’s attempts to procure Assignments for the Artiste and to represent the Artiste in order to achieve the same;
7.5.2. the negotiation and conclusion of contracts with Clients in respect of Assignments on the Artiste’s behalf;
7.5.3. the negotiation, quotation and conclusion of contracts with Clients in respect of Usage Renewals on the Artiste’s behalf; and
7.5.4. the conclusion of artist release forms.
7.6. The Agency will contact the Artiste and offer a contractual assignment as a conditional verbal or written description. Upon accepting, the Artiste is liable to fulfil this contract in full. The Agency will supply, to the best of the Agency’s knowledge, the Assignment details of the said contract, including the time, location, date, and Artiste’s Fee telephonically or in writing. Each contract cannot be applied to any other offers past or present.
8. REPRODUCTION RIGHTS
8.1. The Artiste authorises the Agency to adjust or enhance any images submitted to them by the Artiste (including by way of utilising artificial intelligence platforms) at the Agencies discretion and to reproduce them for purposes of complying with their obligations in terms of the Contract secure suitable Assignments for the Artiste.
8.2. Furthermore, the Artiste authorises the Agency to submit their images and personal information on third party searchable websites and casting databases for purposes of complying with their obligations in terms of the Contract to secure suitable Assignments for the Artiste.
8.3. All images and details modified and/or reproduced in association with the Agency are supplied by the Artiste and with the full permission and consent of the Artiste.
8.4. The Artiste is solely responsible for obtaining all the necessary copyright permits to reproduce their images in association with the Agency. The Agency cannot be held responsible whatsoever for any copyright infringements however caused or associated. All images and details reproduced are taken in good faith from the Artiste by the Agency.
9.1. The Contract shall commence on the Commencement date and shall continue indefinitely, until terminated by either party in accordance with this clause 9.
9.2. The Agency shall be entitled to terminate the Contract for any reason at any point during the Term with immediate effect should the Artiste:
9.2.1. or any person accompanying the Artiste, fail to behave in a professional and courteous manner at all times on an Assignment;
9.2.2. fail to attend an Assignment without notifying the Agency;
9.2.3. or any person representing the Artiste, fail to behave in a professional and courteous manner towards, and during any communication with, the Agency and Agency staff; or
9.2.4. divulge any details regarding Assignments, work, paid or un-paid to the press/radio or any media the Agency in breach of clause 21; or
9.2.5. post derogatory and/or slanderous remarks on social networking sites and/or public forums.
9.3. The Agency shall be entitled to terminate the Contract for any reason at any point during the Term for any reason whatsoever.
9.4. The Artiste shall be entitled to terminate the Contract at any point during the Term by giving notice in writing save for the condition that the Artiste shall be required to complete any Assignment agreed prior to notification of termination.
9.5. Either party may terminate the Contract by notice in writing to the other if:
9.5.1. the other party commits a material breach of the Contract and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
9.5.2. the other party commits a material breach of the Contract which cannot be remedied under any circumstances; or
9.6. Any rights to terminate the Contract shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Contract as at the date of termination.
10. EFFECT OF TERMINATION OF CONTRACT ON REPRESENTATION
10.1. Agency shall no longer represent Artiste in relation to of new Assignments
10.2. Agency shall continue to represent Artiste in relation to any Usage Renewals existing at the time of termination as well as Usage Renewals which occur following termination of the Contract in relation to Assignments concluded during the term of the Contract.
11.1. Both parties warrant their authority to enter into this Contract and have obtained all necessary approvals to do so.
11.2. The Artiste warrants that the information provided to the Agency in the Contract is complete and truthful.
12. PRIVACY STATEMENT
The Agency is committed to safeguarding the privacy of the Artiste. The Agency’s Privacy Notice, which is accessible at https://colttalent.com/, is incorporated by reference into these Terms and Conditions, forms part of these Terms and Conditions, and explains the Personal Information processing practices of the Agency insofar as it relates to the Contract.
13. LIMITATION OF LIABILITY AND INDEMNITIES
13.1. The Artiste acknowledges and agrees that the Agency shall not be liable for Client’s credentials, guarantees and actions made to the Artiste in respect of or in connection with an Assignment.
13.2. The Agency shall not be liable for any direct, indirect or consequential loss or damage occasioned by the Artiste or any third party howsoever caused, as a result of any negligence, breach of contract or for any other reason, even if such loss was reasonably foreseeable and the Agency had been advised of the possibility of the loss occurring.
13.3. The Artiste undertakes to indemnify and keep fully indemnified the Agency at all times from and against any actions, proceedings, claims, demands, costs (to include without prejudicing the generality of this clause, the legal costs of the Agency), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by the Artiste of any of the Artiste’s obligations, undertakings or warranties as set out in the Contract.
13.4. The Artiste hereby agrees to indemnify, defend, and hold harmless the Agency from any injury, loss or liability whatsoever including reasonable attorneys' fees and/or any other associated costs, from any action, claim, or demand that the Artiste or legal representatives, has or may have for any and all personal injuries the Artiste may suffer or sustain, regardless of cause or fault as a result of, arising out of, associated with, or resulting directly or indirectly from Artiste’s voluntary participation in or decision to participate in an Assignment, travel to and from the Assignment and any and all related activities, on or off of the location of the Assignment.
13.5. The Artiste hereby agrees to indemnify, defend, and hold harmless the Agency from liability whatsoever as a result of, arising out of death, injury or disability of the Artiste or any loss or damage to the Artiste’s personal clothing or effects whilst travelling to/from or during any Assignment they undertake.
14.1. The Client has the right to contact the Agency with details of any grievances that they feel applicable to the Artistes on that Assignment. The Client in their discretion may reduce the payment of the Fee.
14.2. The Artiste agrees that in the event of any problem or disagreement whilst on an Assignment that they must inform the Agency immediately and not attempt to resolve the issue themselves.
15. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, global pandemics, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
16. NO CESSION
The Artiste shall not be entitled to assign its rights or obligations or delegate its duties under this Contract without the prior written consent of the Agency.
17. THIRD PARTY RIGHTS
Nothing in these Terms and Conditions intend to or confer any rights on a third party.
Any provision in this Contract which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Contract shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Contract, without invalidating the remaining provisions of this Contract or affecting the validity or enforceability of such provision in any other jurisdiction.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Online Form or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
The Artiste agrees that they shall not without prior written consent from the Agency make public any information in connection with the business of the Agency or the Contract.
The Artiste will not at any time, whether during the currency of this Contract or at any time after the termination thereof, divulge any confidential information of the Agency or the Client to any person, organisation or other Agency.
23. ENTIRE AGREEMENT
23.1. This Contract sets out the entire agreement and understanding between the parties in connection with the subject matter hereof and supersedes all prior agreements, if any, between them.
23.2. No addition to, variation or consensual cancellation of this Contract shall be of any force or effect unless in writing and signed by or on behalf of each party.
24. GOVERNING LAW
The construction, performance and validity of this Contract shall be governed by South African law and, ,the parties hereby submit to the exclusive jurisdiction of the High Court of South Africa (Western Cape Division, Cape Town), regarding any and all disputes arising in connection with this Contract.
25.1. The Artiste acknowledges that they have read these Terms and Conditions and fully understand and appreciate the contents hereof.
25.2. No interpreter was necessary and The Artiste hereby fully approves the electronic submission method as their signature.
25.3. The Artiste hereby warrants that they are duly authorised (above 18 years) to enter into the Contract and confirm that by ticking the block of the online application form and submitting their details that they agree to the Terms and Conditions of the Contract and grant the Agency Power of Attorney in respect of contracts negotiated for Assignments on their behalf.
25.4. Submitting their details to Colt Talent cc shall be treated as if the Contract has been personally authorized and signed by the Artiste.