TERMS AND CONDITIONS

STELLA MANAGEMENT – TERMS AND CONDITIONS

Last Updated: 02/02/25

Welcome to Navun Pty Ltd (ACN: 649 693 434), trading as Stella Mgmt, Stella Management (“Stella”, “Agency”, “we”, “us”, “our”). These Terms and Conditions (“Terms”) govern your use of our website and the services we provide. They set out the rights, obligations, and responsibilities of all parties involved in the engagement and booking of Talent (“Talent”) and apply to both Clients (“you”, “your”) and Talent represented by Stella.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or services.

1. DEFINITIONS & GLOSSARY

For clarity, the following definitions apply throughout these Terms:

  • Agency / Stella: Stella Management, the entity providing talent representation and booking services.

  • Client: The individual or entity engaging our services.

  • Talent: The model or professional whose services are booked through Stella.

  • Booking Confirmation: The document outlining the commercial details of an Engagement (e.g., fees, dates, times, locations) that forms part of the contractual agreement.

  • Business Day: Any day excluding weekends and public holidays.

  • Gross Earnings: All forms of remuneration received by the Talent for an Engagement, including base fees, appearance fees, bonuses, residuals, buyouts, usage fees, overtime, travel fees, cancellation fees, and any other compensation.

  • ASF (Agency Service Fee): The fee paid to Stella for agency services, calculated as a percentage of the Talent’s Gross Earnings.

2. OVERVIEW & SCOPE OF SERVICES

2.1Engagement Overview

  • Agency Role:
    Stella acts as the exclusive agent for our Talent. When a Client books Talent for projects, events, campaigns, or other commercial assignments (“Engagements”), all bookings, negotiations, and related services are handled solely by Stella.

  • Contractual Relationships:

    • Client Contract with Stella:
      The Client enters into a binding agreement with Stella for the provision of agency services, which include managing the booking process, handling negotiations, issuing invoices, and providing dispute resolution.

    • Stella’s Contract with the Talent:
      Stella represents the Talent under an Exclusive Representation Agreement. This agreement governs the performance and obligations of the Talent.

    • No Direct Client–Talent Contract:
      There is no direct contractual relationship between the Client and the Talent. All communications, obligations, and contractual arrangements regarding the Talent are managed exclusively by Stella.

2.2 Authority & Acceptance

By engaging our services, you confirm that:

  • You have read and understood these Terms.

  • You are an authorized representative of the Client and have full authority to bind the Client.

  • All information provided by you is accurate and complete.

2.3 Exclusivity of Representation

Stella is the exclusive representative for all Talent listed on our website. All communications regarding Talent Engagements must be directed exclusively through Stella. Direct contact with Talent without Stella’s written consent is strictly prohibited and may result in termination of the Engagement.

3. STRUCTURE OF ENGAGEMENTS & DOCUMENTATION

3.1 Booking Confirmation

All commercial details of an Engagement—including Talent fees, rates, dates, times, locations, usage rights, and additional charges—will be detailed in a written Booking Confirmation. This document forms an integral part of both the Client Contract with the Talent and the Client Contract with Stella.

3.2 Multiple Talent Engagements

If you book more than one Talent for an Engagement, each Talent will be governed by its own Client Contract. Stella’s agency fee applies separately to each Talent booked.

3.3 Amendments & Documentation

Any modifications to the Booking Confirmation must be made in writing and agreed upon by both parties, and such modifications will be appended as an addendum to the original Booking Confirmation.

4. TALENT SERVICES, RATES & TIME REQUIREMENTS

4.1 Talent Engagement & Services

The Client engages the Talent to provide services as detailed in the Booking Confirmation. The Talent’s fees and rates (which may include base fees, appearance fees, usage fees, and charges for additional services such as overtime, travel, or styling) are set forth therein.

4.2 Hours Booked & Minimum Duration

  • Minimum Booking: The hours specified in the Booking Confirmation represent the minimum duration for which the Talent is compensated, regardless of early completion.

  • Early Completion: If an Engagement finishes before the scheduled end time, the Talent is still entitled to full payment for the originally booked hours.

4.3 Overtime Provisions

  • Definition: Overtime applies if an Engagement extends beyond the booked hours by 20 minutes or more.

  • Billing: Overtime is billed at the Talent’s applicable hourly rate as stated in the Booking Confirmation. Any portion of an additional hour is rounded up to a full hour.

4.4 Modification of Booked Duration

Requests to reduce the originally booked hours must be submitted in writing at least two (2) Business Days before the Engagement. Late requests will not alter the booked duration, and full payment remains due.

4.5 Call Time & Preparatory Activities

Payment for the Talent’s services begins at their designated call time, regardless of when preparatory activities (e.g., hair and makeup) commence. Delays caused by external factors or other crew members do not adjust the call time.

4.6 Billing in Time Blocks

Talent services will be invoiced in discrete blocks—either on a daily basis or in half-hour increments. Any partial half-hour is rounded up and billed as a full half-hour.

4.7 Extended Hours & Surcharges

  • Extended Hours: Engagements beginning before 8:00 AM or ending after 8:00 PM incur a 20% premium for each hour (or part thereof) outside these times.

  • Public Holidays: Engagements on public holidays attract a 25% surcharge on the Talent’s standard rate.

  • Full Day Definition: A full day booking is defined as eight (8) consecutive hours, inclusive of scheduled break times.

4.8 Minimum Engagement Requirement

Talent services have a minimum booking duration of two (2) hours.

4.9 Indemnity

The Client agrees to indemnify, defend, and hold harmless Stella Management, its directors, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

  • any breach by the Client of these Terms;

  • any negligence, willful misconduct, or misrepresentation by the Client; and

  • any third-party claims, demands, or actions relating to the Client’s use of our services or violation of any applicable law or regulation.

This indemnity obligation shall survive termination or expiration of these Terms.

5. AGENCY SERVICES, COMMISSION & PAYMENT TERMS

5.1 Agency Role & Authority

Stella is authorized to negotiate and secure Engagements on behalf of the Talent, execute Booking Confirmations, and, when necessary, sign contracts on behalf of the Talent.

5.2 Agency Service Fee (ASF)

  • Commission: You agree to pay Stella an Agency Service Fee equal to 20% of all Gross Earnings payable to the Talent.

  • GST: With GST applied at 10%, the effective commission is currently 22% (subject to any changes in GST).

5.3 Definition of Gross Earnings

“Gross Earnings” include all revenue derived from an Engagement, such as base fees, appearance fees, bonuses, residuals, buyouts, usage fees, overtime, travel fees, cancellation fees, and any other forms of remuneration (whether in cash or in kind—with non-cash amounts converted to a mutually agreed cash equivalent).

5.4 Payment Procedures

  • Invoicing: Stella will issue invoices detailing the total fees (Talent fees plus ASF and any additional charges) as specified in the Booking Confirmation.

  • Payment Terms: All invoices are due within seven (7) days from the invoice date.

  • Late Payment: Late payments incur a fee of 10% after 14 days, with interest at 15% per annum (compounded monthly) on amounts overdue beyond 30 days.

  • Payment Methods: Payments can be made via direct deposit, bank transfer, or credit card (credit card transactions incur a 2.6% surcharge).

6. CANCELLATION, POSTPONEMENT & BOOKING CHANGES

6.1 Cancellation Policy

If the Client cancels an Engagement:

  • More than two (2) Business Days’ notice: A fee of 50% of the Talent’s expected fee is payable.

  • Two (2) or fewer Business Days’ notice: The full Talent fee (100%) is payable.

6.2 Postponement Policy

  • Notice Requirement: Postponements must be requested in writing at least three (3) Business Days before the scheduled Engagement.

  • Fee Structure: The first postponement is free; a second postponement incurs a fee of 50% of the Talent’s expected fee, and a third postponement incurs a fee of 100%.

6.3 Booking Holds

If a booking is placed on hold, the Client must confirm or cancel the booking with at least two (2) Business Days’ notice. Failure to do so may result in cancellation of the hold and rebooking of the Talent.

7. USAGE RIGHTS & INTELLECTUAL PROPERTY

7.1 Grant of Usage Rights

Upon full payment, you are granted non‑exclusive, royalty‑free rights to use the Talent’s images (“Images”) for the purposes specified in the Booking Confirmation (e.g., online promotion, social media, eDMs) for 12 months from the Engagement date.

7.2 Extended or Additional Usage

Usage beyond the agreed scope—including print, broadcast, or extended digital campaigns—must be separately negotiated and approved in writing by Stella on behalf of the Talent. Additional fees may apply.

7.3 Ownership & Copyright

All copyright and ownership rights in the Images remain with the Talent. Unauthorized reproduction, distribution, or commercial use is prohibited and may result in legal action.

7.4 Third-Party Content

If a Photographer or third party is involved, you must ensure that all necessary intellectual property rights are assigned to the Talent. Stella is not liable for any third-party breaches.

8. LIABILITY, INSURANCE & DISPUTE RESOLUTION

8.1 Client Responsibilities & Insurance

The Client is solely responsible for obtaining appropriate insurance coverage for events, locations, and associated risks. Neither Stella nor the Talent provides insurance coverage.

8.2 Limitation of Liability

Stella and the Talent are not liable for any delays or failures in performance due to events beyond their control (including natural disasters, acts of terrorism, pandemics, or other force majeure events).

8.3 Dispute Resolution

  • Notification: Disputes must be communicated in writing to Stella with full details of the issue.

  • Good Faith Negotiation: The parties agree to resolve disputes through good faith negotiations within 30 days.

  • Mediation/Arbitration: If unresolved, disputes will be referred to mediation or binding arbitration in Victoria, Australia.

  • Governing Law: These Terms are governed by the laws of Victoria, Australia, and you consent to the exclusive jurisdiction of its courts.

9. CONFIDENTIALITY & DATA PROTECTION

9.1 Confidential Information

“Confidential Information” includes all non‑public data, client lists, commercial terms, strategies, trade secrets, and proprietary information disclosed by either party.

9.2 Obligations

Both parties agree to:

  • Use Confidential Information solely for purposes related to the Engagement.

  • Not disclose Confidential Information to any unauthorised third party without prior written consent, except as required by law.

9.3 Data Protection

All personal and commercial data will be handled in compliance with the Privacy Act 1988 (Cth) and applicable data protection laws. For more details, please refer to our Privacy Policy.

9.4 Survival of Confidentiality

Confidentiality obligations shall survive termination or expiration of these Terms.

10. TALENT COMMUNICATION & EXCLUSIVE REPRESENTATION

10.1 Direct Communication Prohibition

All communications regarding Talent Engagements must be conducted exclusively through Stella. Clients and their representatives must not contact Talent directly. Unauthorized direct communication is a material breach and may result in termination of the Engagement, along with potential liability for damages.

10.2 Exclusive Representation (For Talent)

Talent engaging with Stella are bound by a separate Exclusive Representation Agreement, mutually agreed upon by both parties. This agreement includes obligations of confidentiality and non-disparagement, prohibiting both Stella and the Talent from making statements that harm the reputation or commercial interests of the other, during and after the term of their engagement, with breaches subject to pre-agreed remedies designed to protect both parties. Talent are also contractually prohibited from engaging with media about Stella and must address disputes through Stella’s internal resolution process. For full details, please refer to the Exclusive Representation Agreement provided upon engagement.

11. MISCELLANEOUS PROVISIONS

11.1 Amendments

Stella reserves the right to amend these Terms at any time. Updated Terms will be posted on our website, and continued use of our services constitutes acceptance of the updated Terms.

11.2 Severability

If any provision is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.3 Waiver

No delay or failure by Stella in exercising any right under these Terms shall constitute a waiver of that right.

11.4 Assignment

Stella may assign these Terms or its rights hereunder to any successor or third party without prior notice.

11.5 Entire Agreement

These Terms, together with the Booking Confirmations and any additional written agreements, constitute the entire agreement between the parties and supersede all prior understandings.

By using our website and engaging our services, you confirm that you have read, understood, and agree to these Terms and Conditions. For any questions or further clarification, please contact us at [stella@stellamgmt.com.au].

End of Terms and Conditions