General Terms and Conditions

Version dated 02.11.2023

 

1. Scope of Application

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1.1 These General Terms and Conditions apply to all contracts concluded between

 

BRANDED by Focoso ApS

Stamholmen 93

2406 Hvidovre 

Dänemark

 

Tel.: +45 31 65 63 56 

Mail: branded@focoso.dk

 

Managing Director: Christoffer Cupello

​USt-ID: DK36912855 

 

- hereinafter referred to as the "Agency" -

 

and its clients. Insofar as the underlying contract contains provisions that conflict with these Terms and Conditions, the contractual provisions shall take precedence.

 

1.2. The client’s general terms and conditions shall only form part of the contractual relationship if and insofar as the Agency expressly agrees to them in writing.

 

1.3. The contract language is English.

 

2. Conclusion of Contract, General Provisions

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2.1. The client may contact the Agency via the contact form on the website, by email, or by phone and outline the intended scope and purpose of the requested services.

 

2.2. The parties shall then negotiate the contract terms either orally or in text form. The Agency will make an offer in accordance with the client’s request, either verbally or in writing, which the client may accept. Upon acceptance, the contract between the parties is concluded.

 

2.3. The electronic form is sufficient for the conclusion of the contract.

 

3. Subject Matter of the Contract

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3.1. The Agency’s main service is the placement of contractors for the performance of personal services on behalf of the client. Depending on the client’s request, such contractors may primarily include hostesses, and in individual cases, moderators, promoters, or models. The Agency handles the placement and communication with the contractor and invoices the client for the placement fee as agreed. The exact scope of the Agency’s service is defined in the respective order form.

 

3.2. The contractor invoices the Agency directly for their personal service. After the assignment is completed, the contractor sends their invoice to the Agency, which then calculates the placement fee to be paid by the client. The invoices are subsequently forwarded collectively to the client.

 

3.3. In case of placement into an employment relationship, the Agency’s activity is also limited to contact brokerage. The Agency is not responsible for any social, pension, or employment law determinations. The contractor alone is liable for entering and fulfilling such a contract.

 

3.4. Outside of fixed working hours, trainings, or specific appointments, the placed contractor is free in the performance of their work and is not subject to the client’s instructions. This does not apply if the contractor is placed in an employment relationship.

 

3.5. The client must ensure that both the Agency and the contractor are fully and clearly informed of the scope of the personal services. If special equipment is required for the services, the client shall provide it at their own expense.

 

3.6. The client must ensure that legal rest periods between shifts are observed in case of multi-day bookings.

 

3.7. The recognition and approval of the contractor's performance is not within the Agency's risk sphere.

 

3.8. Contractors are only obliged to perform services that are agreed upon between the Agency and the client and listed in the order form. Additional tasks – particularly those that affect the contractor’s personal or intimate sphere – may be refused without justification and without affecting the agreed client remuneration.

 

3.9. Contractors are not obliged to perform services at locations other than the agreed venue.

 

3.10. The client is not allowed to make booking changes or additions directly with contractors bypassing the Agency, unless the Agency has explicitly approved these changes in advance.

 

4. Prices, Payment

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4.1. The remuneration for the Agency’s services shall be agreed upon between the client and the Agency within the scope of each individual assignment.

 

4.2. The calculation regularly includes the placement or agency commission based on the contractor’s remuneration, as well as costs for the transfer of usage rights (“Buyout Agreement”). The contractor will invoice the Agency directly for their fee.

 

4.3. In the case of placement into an employment relationship, the client shall pay the contractor directly; the Agency commission is based on the amount of remuneration paid plus any buyouts. The commission is due for the entire duration of the contractor's activity. The client must, upon request, provide the Agency with information regarding the remuneration and the length of the engagement.

 

4.4. All prices are in Euro (€) plus VAT at the applicable statutory rate at the time of invoicing.

 

4.5. Services rendered by the Agency that are not explicitly covered by the agreed fee must be remunerated separately.

 

4.6. The Agency is entitled to request an advance payment of 50–100% of the total amount stated in the order confirmation. If the client fails to pay the requested advance on time, the Agency has the right to withdraw from the contract or suspend performance until full payment is received.

 

4.7. Invoices are due immediately and without deduction. Open amounts may be collected by direct debit if a mandate has been issued. The payment date is deemed the date the amount is credited to the Agency’s account, not the date of dispatch by the client.

 

4.8 Short-notice rebookings requested by the client after the contract has been concluded, either within one week prior to the project or during the project, entitle the Agency to charge additional fees for the extra effort incurred. The amount is calculated based on the necessary working hours or additional costs.

 

4.9  If project management exceeds the originally agreed or typically required scope for such projects, the Agency is entitled to charge €85 (eighty-five euros) per additional hour. This applies in particular to scope changes, short-notice adjustments, or extra client demands occurring after contract conclusion or during the project.

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5. Set-Off, Retention

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5.1. The right of retention may only be asserted based on counterclaims arising from the same legal relationship.

 

5.2. The right of retention may only be asserted based on counterclaims arising from the same legal relationship.

 

 

6. Expenses

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6.1. The client must provide the contractor placed by the Agency with an adequate level of free catering.

 

6.2. If the client fails to provide such catering, the Agency is entitled to charge the client a daily per diem for each contractor, in accordance with the legally prescribed rate.

 

7. Termination, Cancellation

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7.1. Early termination obliges the client to pay the agreed remuneration for services rendered, including any preparatory actions, in accordance with the following paragraphs.

 

7.2.

If the client cancels the order in whole or in part, the Agency is entitled – notwithstanding the right to claim a higher actual loss – to demand compensation for processing costs and lost profits as follows:

• Up to 6 weeks before the event: 0% per person

• 6–4 weeks before the event: 30% per person

• 4–1 week before the event: 80% per person

• Less than 1 week before the event: 100% per person

Lost profits include both the Agency’s commission and the buyout costs for reserved rights. The client retains the right to prove lesser damage.

 

7.3. The above cancellation conditions also explicitly apply when a client places a booking within these deadlines. In such cases, the client assumes full risk of cancellation due to the short-notice request.

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7.4 If the client decides after the conclusion of the contract and/or after a confirmed personnel booking to partially or fully forego the agreed personnel for internal reasons, the full fee for the originally booked days remains due. This applies especially to cancellations made during the project or within one week prior to project start.

 

8. Selection of Contractors

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8.1. Before the selection process begins, the client shall provide the Agency with all details of the planned event, including the nature and objectives of the event. Based on this information, the Agency is responsible for selecting suitable contractors. The Agency will present the shared details to the contractors and check their availability.

 

8.2. Unless otherwise agreed, the Agency will select a defined number of suitable contractors from its available pool, based on the contractual requirements and intended use. The client will choose the desired contractors from this selection.

 

8.3. After the client has selected the contractors, any changes are only possible with the Agency’s written consent.

 

8.4. If the client rejects a contractor, they must immediately provide the Agency with a written (email) explanation. If the reasons justify immediate termination under employment law (e.g. refusal to work, insulting the client, reputational damage, fraud, theft, embezzlement, suspicion of a criminal offense, unauthorised vacation, feigned illness, sexual harassment, timesheet fraud), the client may terminate the agreement with immediate effect. In that case, only the hours already worked by the contractor and any buyout fees must be paid.

 

8.5. If the client fails to provide a valid justification or the reason does not meet the criteria for immediate termination, the rejection will be treated as a cancellation under Section 7 with the corresponding consequences.

 

8.6. Following a rejection, the client may (but is not obliged to) request a replacement contractor. The Agency is only required to provide a replacement if the originally selected contractor was inadequately chosen.

 

8.7. If the client fails to submit a rejection, later (damage) claims are excluded—unless related to injury to life, body or health, or gross negligence by the Agency.

 

9. Usage Rights

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9.1. If the client wishes to use images (photos or videos) of the contractor, a separate buyout fee must be paid. It is the client’s responsibility to obtain any additional rights from the photographer if needed.

 

9.2. Buyouts are typically agreed as follows:

a. Duration:
 (i) For a fixed period
 (ii) Unlimited
 (iii) For a specific time frame

b. Content-wise (for use in):
 (i) Above the Line (e.g. print, flyers, catalogues – usually for a limited number of copies)
 (ii) Client’s website (client shop)
 (iii) Viral marketing (social media, email, YouTube – depending on audience size, followers/subscribers)
 (iv) Web advertising (e.g. banners, pop-ups, apps, pre-rolls, sponsored content)
 (v) Trade shows
 (vi) Below the Line (e.g. point of sale)
 (vii) Licensing (e.g. use by third parties for their own benefit)

c. Territory:
 (i) Per country
 (ii) Regionally (e.g. DACH, USA)
 (iii) Continental (e.g. Europe)
 (iv) Worldwide

d. Type of license:
 (i) Non-exclusive: the Agency can grant usage rights for the same images/event to others
 (ii) Exclusive: only the client may use the images, possibly including sublicensing
 (iii) Full exclusivity: the contractor is exclusively available to the client for the agreed duration

NOTE: If no agreement is made regarding any of the above, usage is considered limited to the contractually agreed purpose only.

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9.3. If the Agency includes buyouts in its offer, it assumes the client (or its licensees) intends to use the images. The client confirms this by accepting the offer.

 

9.4. The client must provide full and precise details regarding the intended use during buyout negotiations. This includes any subpages of web presences. If no specifics were agreed at the time of the rights agreement, the client must provide them upon request. Otherwise, usage is limited to the homepage.

 

9.5. The Agency will obtain and compensate all buyouts upon booking confirmation. If the client cancels afterwards, the damage caused to the Agency is to be compensated under these Terms.

 

9.6. Whether the client actually uses the images is irrelevant for buyout claims—what matters is the agreement on usage rights.

 

9.7. Usage rights are only granted after full payment of the agreed buyout fee.

 

9.8. The agreed usage period is defined in the offer. If not, it begins 1 month after the individual booking day, or 1 month after the last day of the project in case of consecutive services.

 

9.9. The client is responsible for clarifying photographer rights.

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9.10. If a contractor is booked as a promoter or hostess, photography is only allowed for internal documentation. Any additional usage requires prior agreement with the Agency..

 

10. Claims in Case of Overuse

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10.1. Any use of images beyond the contractually agreed scope or duration requires prior written consent from the Agency and may incur additional fees.

 

10.2.

Unauthorised use of contractors’ images beyond the agreed duration triggers a contractual penalty, set by the Agency, as follows:

• Up to 1 week: 25% of total buyouts + agency fee

• 1 week to 1 month: 50% of total buyouts + agency fee

• 1–3 months: 100%

• 3 months to 1 year: 200%

Penalties accumulate per overuse period. Example: If the right was granted for one year and usage extends by one month, the penalty is 300%.

Any further usage after the penalty requires payment of buyouts and agency fees again per original terms.

 

10.3. The Agency reserves the right to seek injunctive relief, legal costs, or further compensation for damages, particularly in cases of delay or negligence by the client.

 

11. Other Obligations of the Client

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11.1. The client agrees to provide the Agency with all required documents and information fully, accurately, and in a timely manner.

 

11.2. Event details shared with the Agency are passed on unchanged to the contractor. Approval from the contractor and the Agency’s service is based on that version only. No changes are permitted without a new written agreement. Additional costs may apply.

 

11.3. If the client acts as an intermediary between the Agency and another end client, usage rights are only granted to the end client under the conditions of Section 9. The intermediary client receives no rights. If the intermediary still uses the images, they must pay the full fee (buyouts + agency fee) again

 

12. Limitations of Liability

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12.1. The Agency excludes liability for minor negligence unless it results in injury to life, body, health, or guarantees, or concerns claims under the Product Liability Act. Liability for essential contractual duties remains unaffected. This also applies to contractor obligations.

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12.2. Any liability limitations apply equally to the Agency’s agents and assistants.

 

12.3. If a contractor becomes unavailable for reasons beyond the Agency’s control, the Agency may suggest a replacement. The client shall have no further rights such as withdrawal or damages.

 

13. Non-Circumvention Clause

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13.1. For 24 months after the last booking, the client may not directly book contractors who were placed via the Agency, nor forward their contact details to third parties. Contractors must only be booked through the Agency. Violations trigger a penalty of three times the standard agency commission.

 

13.2. Even if no booking was concluded, direct contact with contractors or sharing their contact details is prohibited. Section 13.1 applies accordingly.

 

13.3. The client is informed that exclusive contracts may exist between the Agency and its contractors. Circumvention may lead to further claims.

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14. Final Provisions

 

14.1. Amendments to these Terms require mutual consent in text form (email) and may only be confirmed by the respective management of both parties.

 

14.2. Place of jurisdiction and fulfilment for all disputes arising from the contractual relationship or these Terms is the registered office of the Agency, provided both parties are merchants, legal entities under public law, or special public funds.