Client Agreement

This agreement is between your company ("you") and Berisca Growth & Creative Intelligence - F.Z.E, licence number 52775, registered in Ajman Free Zone, United Arab Emirates ("Berisca", "we", "us").

It governs your account on the Berisca Talent Network ("the Network"), your use of this platform ("the Platform"), and everything you receive through either.

The person who accepts this agreement confirms they are authorised to accept it for the company. We record who accepted it, which version, and when.

Berisca is an agency. It holds a curated network of talent, reads your brief, decides who to put forward, and presents a shortlist with its written recommendation.

The Network is not a directory and not a marketplace. You cannot browse it. You do not get a searchable database of people. What you receive is a shortlist, for a brief, assembled by Berisca — and that judgement is the thing you are paying for.

Berisca is not the employer or agent of any talent, and does not supply labour. A booking is a direct engagement between you and that person on the terms stated on that brief. Berisca introduces, coordinates and holds both sides to what was agreed.

Your account is opened once Berisca has reviewed your registration. Berisca may decline a registration, and does not have to give reasons.

The account is for your company and for people acting for it. You are responsible for everything done through it, for keeping the password to yourself, and for telling us when somebody who had access leaves.

Do not share your login with anybody outside your company — including another agency, a production company, a freelancer or a client of yours. If somebody else needs access, tell us and we will open them an account.

Everything you receive through the Network about a talent — their professional name, photographs, city, nationality, specialities, languages, social accounts, follower figures, their record with Berisca, and Berisca's written recommendation — is confidential information belonging to Berisca and to that person.

You may use it for one thing: deciding on, and running, the brief it was sent to you for.

You will not:

• Share it with anybody outside your company, including a related company, an agency acting for you, a production company or your own client, unless Berisca agrees in writing. Where Berisca agrees, you remain responsible for them keeping to this clause.
• Copy it into your own database, CRM, talent roster, shared drive or spreadsheet for future use.
• Use it to approach, assess or shortlist anybody for a different brief, project or campaign, whether yours or somebody else's.
• Publish it, post it, or put it in a deck, pitch or proposal.
• Keep a shortlist, or the photographs on it, after the brief is decided. See clause 10 for how long you may hold what.

Berisca's recommendation is Berisca's work product. The paragraph explaining why this person suits this brief does not leave your company.

This clause continues to apply after your account closes.

This is the clause that protects the people on the other side of the screen, and it is the one Berisca will enforce.

5.1 No direct contact. You will not contact a talent Berisca has put in front of you, by any means, about any work, except through Berisca. That includes a message to a social account you found on a shortlist card, a message to an account you found by searching the name, a message through a mutual contact, and an approach on a set.

Social handles appear on a shortlist because a follower figure nobody can check is worth nothing. They are there so you can verify what you are being told. They are not an invitation to open a conversation.

5.2 No engagement outside Berisca, for twelve months. Where Berisca has introduced you to a talent — by shortlisting them to you, naming them to you, or putting them forward for your brief — then for twelve months from that introduction you will not engage that person for paid or unpaid work, directly or through anybody else, without Berisca's written agreement.

Berisca will not withhold that agreement unreasonably. In most cases the answer is yes and a fee is agreed.

5.3 What this does not cover.

• Somebody you already knew, or had already worked with, before Berisca introduced them. Tell us when you see the name and it is settled then, not a year later.
• Anybody you find through your own channels who has never been introduced to you by Berisca.
• Anything at all once the twelve months are over.

5.4 If it happens anyway. Engaging a talent in breach of 5.2 means a fee becomes payable to Berisca equal to thirty per cent (30%) of the total value of that engagement, or AED 3,000, whichever is higher. That is compensation for the introduction Berisca made and the work behind it, and it is payable whether or not the engagement completes.

5.5 Poaching staff. You will not, during your account and for six months after, solicit or hire anybody employed by Berisca without Berisca's written agreement. This does not apply to somebody who answers a public advertisement you did not direct at them.

Body, activewear and swimwear photographs, and close skin photographs, are held apart from the rest of a talent's profile. They are not browsable and they are never published. They reach you only where Berisca has released them for one specific brief that calls for them, and only where that person gave a separate recorded consent for it.

Where you receive one:

• It is for assessing that one brief, by the people in your company who have to make that decision, and nobody else.
• You will not download it, screenshot it, re-upload it, print it, forward it, or copy it into any system of yours.
• You will not publish it, show it to a third party, or put it in any deck, pitch or document.
• You will not keep it after the brief is decided.
• You will not ask a talent, on a set or anywhere else, for a photograph of a kind Berisca did not release to you.

A breach of this clause ends your account immediately, and Berisca will tell the person concerned what happened.

This clause is absolute and nothing in a brief or a booking can reduce it.

You will not use a talent's image, likeness, voice, or any content they appear in, to train an artificial intelligence model, to create a digital replica or avatar of them, to replace or alter their face or body by synthetic means, to clone their voice, or to generate any synthetic derivative of them.

The only exception is where all three of these are true: your brief said so, in these words, before anybody applied; that person gave a separate written consent to that specific use; and the permitted use, its duration and its territory are stated in the booking terms for that job.

A general grant of usage rights is not consent to any of this. Silence is not consent. This clause continues to apply after your account closes and after the booking ends.

The same restriction sits in clause 6.5 of the Talent Terms, which is what every talent on this Network was promised. This clause is Berisca keeping that promise.

8.1 A talent may say no, and may change their mind. Clause 8 of the Talent Terms gives every talent the right to withdraw consent to any physical treatment, to nudity or intimate content, to swimwear or body exposure, and to any use of their image they are not comfortable with — at any time, including on the day and during the shoot.

You will honour that, immediately and without argument. Nobody acting for you may treat a confirmed booking, a signed call sheet or a paid fee as consent to something the person has said no to. Pressure, repeated asking, or making the rest of the day difficult is a breach of this agreement.

Where a withdrawal ends a booking, the cancellation terms on that brief apply and that is the end of it. You will not describe it to Berisca, to the person, or to anybody else as a no-show, a failure to perform, or unprofessional conduct, and Berisca does not record it as one.

8.2 Safety and the environment on set. You are responsible for the place the work happens: that it is safe and lawful, that there is somewhere private to change, that any treatment is carried out by somebody qualified and insured to carry it out, and that a minor is never on your set without a parent or guardian present.

8.3 Conduct. Anybody acting for you will behave professionally. Harassment, discrimination, intimidation, or any request for personal contact details or for a personal relationship, ends your account.

8.4 What was agreed is what happens. You will not add a requirement on the day that was not on the brief — a different kind of shot, a different wardrobe, a longer day, a second location, a usage you did not state. If you need something more, it goes through Berisca and the person gets to decide with the facts in front of them.

9.1 State it before you cast. The usage you need, the territory, the period, and the channels must be on the brief before anybody applies. Nobody can agree to a usage they were told about afterwards.

9.2 You are bound by what you stated. Content created on a booking may be used by you on the terms stated on that brief and in the booking terms for that job, and not beyond them. A longer period, another territory, another channel, or a different kind of campaign is a new permission, requested through Berisca.

9.3 Crediting. Where the booking terms call for a credit or a tag, you will give it.

9.4 Content approval, where the brief requires it. A brief may be marked as requiring content approval before publication. Where it is, you will not publish anything from that booking until you have approved it through the Platform.

This is not a courtesy. Where the work is regulated advertising in the UAE — health, medical, cosmetic, pharmaceutical, financial — you are the advertiser and the licence holder, and the legal responsibility for what goes out under your name is yours. The approval step exists so that responsibility is exercised by the party that carries it, and so there is a record that it was.

9.5 What you deliver back. Where the booking terms say the talent receives copies of the content, you will provide them within the period stated, or within thirty days if no period is stated.

Berisca holds talent data as controller and explains how in its Privacy Notice. The moment you read a shortlist, you become a controller of that data in your own right, and the obligations below are yours under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, as well as under this agreement.

You will:

• Use what you receive only for the brief it was sent for (clause 4).
• Keep it secure, and let only the people who have to decide on that brief see it.
• Delete it once the brief is decided, except the record of who you booked and the content and booking terms for that job, which you may keep for as long as your own legal and accounting obligations require.
• Not transfer it out of the UAE except where you have a lawful basis to do so.
• Tell Berisca within 24 hours if anything you received is lost, exposed, or accessed by somebody who should not have had it, and work with Berisca on telling the people affected.
• Pass on to Berisca, promptly, any request or complaint you receive from a talent about their data.

A talent may ask Berisca to stop you holding their data, and Berisca may pass that on to you. You will act on it.

Where your brief involves regulated advertising in the UAE, you are the advertiser. Obtaining and holding every permit, licence and approval that the work requires — including your own advertising permit and any sector approval — is yours, not Berisca's, and Berisca gives no legal advice about it.

You will tell Berisca, on the brief, that the work is regulated, so that Berisca can check the permit position of the people it puts forward and so they know what they are applying to.

Berisca records and checks talent permit details where a brief calls for them. Berisca does not warrant that any talent holds a valid permit, and you will satisfy yourself of anything your own licence requires.

Fees, packages and payment terms are agreed with you separately and in writing, outside the Platform. Nothing on the Platform is an offer or a price.

Where a brief involves a fee payable to a talent, who pays it and when is stated in the booking terms for that job. Where you pay the talent directly, you pay them in full, on time, and Berisca is not the payer.

Berisca does not deduct commission from what a talent receives. What the brief says they get is what they get.

Berisca does not promise that a brief will be filled, that any particular person will apply or be available, or that any commercial result will follow. Information about a talent — follower figures, specialities, availability — is what that person provided and what Berisca has been able to check, and it is given in good faith rather than guaranteed.

The Platform is provided as it is. Berisca will keep it running and secure with reasonable care, and does not promise it is never unavailable.

Nothing here excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

Subject to that, Berisca is not liable for indirect or consequential loss, loss of profit, loss of opportunity, or loss of reputation, and Berisca's total liability arising out of this agreement is limited to the fees you paid Berisca in the twelve months before the claim, or AED 5,000 where no fees were paid.

This cap does not apply to Berisca's own breach of clause 10, and it does not limit what you owe under clause 15.

You will be responsible for loss Berisca suffers as a result of your breach of this agreement, your unlawful act, or a substantiated claim brought by a talent or a third party arising directly from your breach, your unlawful act, or wilful misconduct on a booking — including a claim about how content was used, about conduct on a set, or about data you received.

This is not a general indemnity for anything that goes wrong. It attaches to your breach or your wrongdoing, and the claim has to be substantiated.

Either side may close the account by telling the other, at any time.

Berisca may suspend or close your account immediately on a breach of clause 4, 5, 6, 7 or 8, and does not have to give notice to put it right first. Those are the clauses that protect people rather than commercial interests.

Closing the account does not end a booking already confirmed, and does not end clauses 4, 5, 6, 7, 10, 14 and 15, which continue.

Berisca may change this agreement. A changed version has a new version number, and you will be asked to accept it the next time you sign in. Until you do, the version you accepted is the one that applies to you, and you will not be able to see talent on the Platform.

The record of what you accepted, and when, is kept and is not rewritten when the text changes.

This agreement, with the brief and the booking terms for each job, is the whole of what is agreed between us. Where a brief or booking terms conflict with this agreement, this agreement governs, except on usage, territory, period and cancellation for a specific job, where the booking terms for that job govern.

Your own purchase order, supplier terms or portal conditions do not apply to Berisca unless Berisca has signed them.

You may not transfer this agreement without Berisca's written agreement. Berisca may transfer it to a company in the same group.

If a clause is unenforceable, the rest stands. Not enforcing a clause once is not giving it up.

Notice is given by email to the address on your account, and is not treated as received if the mail bounced.

This agreement is governed by the laws of the United Arab Emirates. Any dispute arising out of or in connection with it will be subject to the jurisdiction of the competent courts under applicable UAE law.

Berisca Growth & Creative Intelligence - F.Z.E, Ajman Free Zone, United Arab Emirates. hello@berisca.com

For anything about talent data, or to report something that went wrong on a booking: talent@berisca.com