Terms of Service

1. General Provisions

These Terms of Service ("Terms") govern the use of services provided by Noir Agency, a société par actions simplifiée (SAS) registered in Dubai, UAE, with its registered office at Sharjah Media City, Al Messaned, Al Mitsannid, Dubai, UAE. By using our services, you agree to be bound by these Terms in their entirety.

These Terms are governed by French law, particularly the French Civil Code (Code civil), the French Commercial Code (Code de commerce), and applicable European Union regulations.

2. Definitions

• "Agency" refers to Noir Agency and its authorized representatives.
• "Client" refers to any individual or entity engaging the Agency's services.
• "Model" or "Talent" refers to individuals represented by the Agency.
• "Booking" refers to a confirmed engagement of Agency talent for a specific project.
• "Session" refers to a single day or partial day of talent engagement.

3. Services

The Agency provides talent management and booking services including but not limited to:

• Model and talent representation for editorial, commercial, runway, beauty, and lifestyle projects
• Casting and talent selection for client projects
• Creative direction and production coordination
• Event staffing and brand activation
• Talent development and career management

All services are subject to availability and the specific terms agreed upon in individual booking confirmations.

4. Booking Process

4.1. All bookings must be submitted in writing (email or booking form) and include project details, dates, location, duration, usage requirements, and budget.

4.2. A booking is confirmed only upon written confirmation from the Agency, including a signed booking agreement or purchase order.

4.3. The Agency reserves the right to decline any booking request at its sole discretion.

4.4. Tentative bookings ("options") may be held for up to 48 hours. After this period, the Agency reserves the right to release the talent for other engagements.

5. Payment Terms

5.1. All prices are quoted in Euros (EUR) and are exclusive of VAT (TVA) unless otherwise stated. French VAT at the applicable rate will be added to all invoices.

5.2. Payment is due within 30 days of invoice date unless otherwise agreed in writing. For new clients, payment may be required in advance.

5.3. Accepted payment methods include bank transfer (SEPA and international wire), credit card (Visa, Mastercard, American Express), and PayPal.

5.4. Late payments will incur interest at the legal rate as defined by French law (Article L.441-10 of the Commercial Code), plus a fixed recovery fee of 40 EUR as provided by Article D.441-5.

5.5. The Agency reserves the right to suspend services for any Client with outstanding unpaid invoices exceeding 30 days past due.

6. Cancellation Policy

6.1. Client Cancellation:

• Cancellations made 72 or more hours before the scheduled booking: Full refund (less any non-recoverable expenses already incurred).
• Cancellations made 48-72 hours before: 50% of the total booking fee is due.
• Cancellations made less than 48 hours before: 100% of the total booking fee is due.

6.2. Rescheduling: Bookings may be rescheduled free of charge with at least 48 hours' notice, subject to talent availability. Rescheduling with less than 48 hours' notice is treated as a cancellation and rebooking.

6.3. Agency Cancellation: In the rare event the Agency must cancel a booking (e.g., model illness or emergency), the Agency will make every reasonable effort to provide a suitable replacement. If no replacement is available, the Client will receive a full refund.

6.4. Force Majeure: Neither party shall be liable for cancellations caused by force majeure events including natural disasters, pandemics, government restrictions, strikes, or other circumstances beyond reasonable control.

7. Usage Rights and Intellectual Property

7.1. Usage rights for images, video, and other content produced during bookings are defined in the individual booking agreement.

7.2. Standard usage rights are granted for 12 months from the date of production unless otherwise specified.

7.3. Extended, worldwide, or perpetual usage rights are available at additional cost and must be agreed upon in writing before production.

7.4. Any use of content beyond the agreed scope constitutes a breach of these Terms and will be subject to additional fees and potential legal action.

7.5. The Agency retains the right to use images from bookings for portfolio and promotional purposes unless the Client provides a written objection.

8. Client Obligations

The Client agrees to:

• Provide a safe and professional working environment for all talent
• Adhere to agreed-upon working hours and provide adequate breaks
• Not request or require talent to perform any act that is illegal, dangerous, or degrading
• Obtain all necessary permits, licenses, and insurance for the production
• Provide accurate project briefs and creative directions
• Credit the Agency and talent as agreed in the booking terms

9. Agency Obligations

The Agency agrees to:

• Provide professional, punctual, and prepared talent for all confirmed bookings
• Communicate any changes, delays, or issues promptly
• Maintain appropriate insurance coverage for its operations
• Handle all personal data in accordance with applicable privacy laws
• Act in good faith in all client relationships

10. Limitation of Liability

10.1. The Agency's total liability for any claim arising from a booking shall not exceed the total fees paid for that specific booking.

10.2. The Agency shall not be liable for indirect, consequential, or incidental damages including lost profits, lost opportunities, or reputational harm.

10.3. These limitations do not apply to liability arising from gross negligence, willful misconduct, or personal injury.

11. Confidentiality

Both parties agree to treat all non-public information exchanged in connection with bookings as confidential. This includes project details, pricing, creative concepts, and business strategies. Confidentiality obligations survive termination of the business relationship for a period of 2 years.

12. Dispute Resolution

12.1. Any dispute arising from these Terms shall first be addressed through good-faith negotiation between the parties.

12.2. If negotiation fails, the parties agree to attempt mediation through the Dubai Mediation Center (Centre de Médiation et d'Arbitrage de Dubai - CMAP).

12.3. If mediation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of Dubai, UAE.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of UAE. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14. Modifications

The Agency reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email at least 30 days before taking effect. Continued use of our services after the effective date constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Contact

For questions regarding these Terms of Service:

Noir Agency
Sharjah Media City, Al Messaned, Al Mitsannid, Dubai, UAE
Email: [email protected]
Phone: +971 58 637 2641