STELLA MGMT AGENCY – TERMS AND CONDITIONS

Last Updated: 03/02/25

Welcome to Navun Pty Ltd (ACN 649 693 434) trading as Stella Mgmt ("Stella", "Agency", "we", "us", "our"), an Australian proprietary limited company incorporated in Victoria with its principal place of business at 380 St Kilda Road, Melbourne VIC 3004.

These Terms and Conditions ("Terms") govern access to and use of our website and the services we provide, including talent representation, booking and related agency services. These Terms apply to all users, including clients who engage Talent through Stella ("Clients", "you", "your") and models/creators represented by Stella ("Talent"). Some Terms do not apply to you if you access and/or use the Service in Australia or if Part 2-3 (Unfair contract terms) of the Australian Consumer Law applies to the agreement between you and Stella under these Terms ("Australian User").

IMPORTANT: These Terms include provisions that limit Stella's liability and disclaim warranties. You should read them carefully before using our website or engaging our services.

By accessing our website, browsing Talent portfolios, submitting an enquiry, or engaging our services, you confirm that you have read, understood and agree to be bound by these Terms and to the collection and use of your information as set forth in our Privacy Policy. If you do not agree, you must immediately cease use of our website and services.

1. DEFINITIONS & GLOSSARY
   • Acceptance Date: The date on which you first access our website, submit a booking enquiry, request a quote, or otherwise engage Stella's services (whichever occurs first).
   • Agency / Stella: Stella Mgmt, the entity providing talent representation and booking services.
   • ASF (Agency Service Fee): The fee paid to Stella for agency services, calculated as a percentage of the Talent's Gross Earnings.
   • Australian User: A Client located in Australia or to whom the Australian Consumer Law applies.
   • 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 in Victoria, Australia.
   • Client: The individual or entity engaging our services, including any visitor who accesses our website or submits an enquiry.
   • Engagement: Any project, event, campaign, photoshoot, or other commercial assignment for which Talent is booked through Stella.
   • 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.
   • Images: All photographs, videos, digital content, and visual media featuring the Talent produced during an Engagement.
   • Non-Australian User: A Client who is not an Australian User.
   • Service: The talent representation, booking, and related agency services provided by Stella, including access to our website and communications with our team.
   • Talent: The model or professional whose services are booked through Stella.
2. OVERVIEW & SCOPE OF SERVICES
   • • Stella Mgmt 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.
     • The Client enters into a binding agreement with Stella Mgmt for the provision of agency services, which include managing the booking process, handling negotiations, issuing invoices, and providing dispute resolution.
     • Stella Mgmt 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.
   • 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, and all information provided by you is accurate and complete.
   • 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.
   • The services provided by Stella Mgmt are separate and distinct from those provided by STELLA STARPASS, which operates solely as an independent online membership platform. Membership in STELLA STARPASS does not imply representation by Stella Mgmt.
3. STELLA'S DISCRETION
   • Stella reserves the sole and absolute discretion to:
     • (a) Accept or decline any booking request for any reason or no reason;
     • (b) Remove Talent from an Engagement if, in Stella's reasonable opinion, the Client's conduct or requirements pose a risk to Talent safety, wellbeing, or reputation;
     • (c) Decline to represent any Talent or terminate representation at any time;
     • (d) Modify or discontinue any aspect of the website or services without notice.
   • Stella is under no obligation to accept any booking request, regardless of Talent availability or prior dealings with the Client.
4. STRUCTURE OF ENGAGEMENTS & DOCUMENTATION
   • 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.
   • 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.
   • Any modifications to the Booking Confirmation must be made in writing and agreed upon by both parties.
5. TALENT SERVICES, RATES & TIME REQUIREMENTS
   • The Client engages the Talent to provide services as detailed in the Booking Confirmation. The Talent's fees and rates are set forth therein.
   • The hours specified in the Booking Confirmation represent the minimum duration for which the Talent is compensated, regardless of early completion.
   • Overtime applies if an Engagement extends beyond the booked hours by 20 minutes or more. Overtime is billed at the Talent's applicable hourly rate. Any portion of an additional hour is rounded up to a full hour.
   • Payment for the Talent's services begins at their designated call time, regardless of when preparatory activities commence.
   • Talent services will be invoiced in discrete blocks—either on a daily basis or in half-hour increments.
   • Engagements beginning before 8:00 AM or ending after 8:00 PM incur a 20% premium. Public holidays attract a 25% surcharge. A full day booking is defined as eight (8) consecutive hours.
   • Talent services have a minimum booking duration of two (2) hours.
6. AGENCY SERVICES, COMMISSION & PAYMENT TERMS
   • 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.
   • You agree to pay Stella an Agency Service Fee equal to 20% of all Gross Earnings payable to the Talent. With GST applied at 10%, the effective commission is currently 22%.
   • "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.
   • • Stella will issue invoices detailing the total fees as specified in the Booking Confirmation.
     • All invoices are due within seven (7) days from the invoice date.
     • Late payments incur a fee of 10% after 14 days, with interest at 15% per annum (compounded monthly) on amounts overdue beyond 30 days.
     • Payments can be made via direct deposit, bank transfer, or credit card (credit card transactions incur a 2.6% surcharge).
7. CANCELLATION, POSTPONEMENT & BOOKING CHANGES
   • Cancellation Fees:
     • More than two (2) Business Days' notice before the Engagement: 50% of the Talent's fee is payable.
     • Two (2) or fewer Business Days' notice: 100% of the Talent's fee is payable.
   • Postponements: Must be requested in writing at least two (2) Business Days before the scheduled Engagement.
     • First postponement: No fee (subject to Talent availability for the new date).
     • Second postponement: 50% of the Talent's fee.
     • Third or subsequent postponement: 100% of the Talent's fee.
   • Provisional Holds: If a booking is placed on provisional hold pending confirmation, the Client must confirm or release the hold at least two (2) Business Days before the proposed Engagement date. Failure to confirm will result in automatic release of the hold. Stella may release a provisional hold at any time if a confirmed booking is received from another Client.
   • Hour Reductions: Requests to reduce the originally booked hours must be submitted in writing at least two (2) Business Days before the Engagement. Reductions are subject to Stella's approval and may incur fees.
8. USAGE RIGHTS & INTELLECTUAL PROPERTY
   • Upon full payment, you are granted non-exclusive, royalty-free rights to use the Talent's images for the purposes specified in the Booking Confirmation for 12 months from the Engagement date.
   • Usage beyond the agreed scope must be separately negotiated and approved in writing by Stella on behalf of the Talent. Additional fees may apply.
   • All copyright and ownership rights in the Images remain with the Talent. Unauthorized reproduction, distribution, or commercial use is prohibited.
   • Third-Party Content: If the Client engages a photographer, videographer, or other third party to produce Images during an Engagement, the Client is solely responsible for ensuring that all necessary intellectual property rights in such Images are properly assigned or licensed to permit the intended use. Stella accepts no liability for third-party IP arrangements.
9. DISCLAIMERS & NO GUARANTEE OF RESULTS

   9.1 "As Is" Disclaimer

   THIS WEBSITE AND ALL SERVICES, MATERIALS, AND INFORMATION PROVIDED BY STELLA ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STELLA EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STELLA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

   9.2 No Guarantee of Results

   YOU EXPRESSLY AGREE THAT YOUR ENGAGEMENT OF STELLA'S SERVICES IS AT YOUR OWN RISK.

   Stella does not offer any representations, warranties, or guarantees—verbally or in writing—regarding:

   • (a) Talent performance, professionalism, punctuality, or conduct;
   • (b) The quality, suitability, or outcome of any deliverables produced during an Engagement;
   • (c) Commercial success, audience reception, marketing reach, or return on investment from any Engagement;
   • (d) The availability of specific Talent for future bookings;
   • (e) Any particular booking volume, campaign performance, or business results.

   You acknowledge that you are solely responsible for evaluating Talent suitability, managing creative direction, and determining whether deliverables meet your requirements. Any testimonials, case studies, or portfolio examples provided by Stella represent individual outcomes and are not guarantees of similar results.

   9.3 Accuracy of Information

   Stella strives to ensure that information on this website—including Talent portfolios, measurements, availability, and rates—is accurate and up-to-date. However, Stella does not represent or guarantee that such information is accurate, reliable, current, complete, or suitable for your purposes. You should independently verify the accuracy of any information, including Talent specifications, before relying on it for booking decisions. Portfolio images may have been retouched or enhanced and may not reflect current appearance.

   9.4 No Professional Advice

   Any guidance, recommendations, or suggestions provided by Stella regarding casting, creative direction, usage rights, or campaign strategy is general in nature and does not constitute professional legal, marketing, or commercial advice. Such guidance is not tailored to your specific circumstances and should not be relied upon as a substitute for independent professional advice. Stella accepts no liability for any decisions made based on informal guidance provided during the booking process.

10. LIMITATION OF LIABILITY

    10.1 Exclusion of Consequential Loss

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STELLA EXCLUDES ALL LIABILITY FOR:
    
    • COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
    • LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS
    • LOSS OF BUSINESS OPPORTUNITY OR GOODWILL
    • LOSS OF DATA OR CORRUPTION OF DATA
    • LOSS OF REPUTATION
    • THIRD-PARTY CLAIMS
    • ANY LOSS ARISING FROM RELIANCE ON TALENT PERFORMANCE OR DELIVERABLES
    
    THIS EXCLUSION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

    10.2 Cap on Direct Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STELLA'S TOTAL AGGREGATE LIABILITY FOR DIRECT LOSS ARISING FROM OR RELATING TO THESE TERMS, ANY ENGAGEMENT, OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:
    
    (A) THE AGENCY SERVICE FEES ACTUALLY PAID BY THE CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR
    (B) AUD $500.

    10.3 Talent Conduct

    • Stella shall not be liable for any acts, omissions, conduct, negligence, or misconduct of Talent before, during, or after an Engagement.
    • While Stella exercises reasonable care in representing Talent, Talent are independent professionals and Stella does not guarantee Talent conduct, performance quality, punctuality, or professionalism.

    10.4 Force Majeure

    • Neither party shall be liable for any delays or failures in performance due to events beyond their reasonable control, including natural disasters, acts of terrorism, pandemics, government actions, civil unrest, labour disputes, power outages, or other force majeure events ("Force Majeure Event").
    • The affected party must notify the other party promptly of the Force Majeure Event and use reasonable efforts to mitigate its effects.
    • If a Force Majeure Event prevents an Engagement from proceeding, the parties will negotiate in good faith to reschedule. If rescheduling is not possible within thirty (30) days, either party may cancel the Engagement without liability, except that the Client remains liable for any non-recoverable costs already incurred by Stella or Talent.

    10.5 Insurance

    • The Client is solely responsible for obtaining appropriate insurance coverage for events, locations, and associated risks.

    10.6 Refunds & Australian Consumer Law

    All fees, deposits, and payments made to Stella are final and non-refundable. By engaging our services, you acknowledge and agree that no refunds, credits, or chargebacks will be issued under any circumstances, except where expressly required by law.

    For Australian Users: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot be excluded, restricted, or modified by agreement.

    To the extent that Stella's services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, and to the fullest extent permitted by section 64A of the Australian Consumer Law, Stella's liability for failure to comply with any consumer guarantee is limited, at Stella's option, to:

    • the resupply of the services; or
    • the payment of the cost of having the services resupplied.

    For Australian Users, the disclaimers, exclusions, and limitations of liability under these Terms apply to the fullest extent permitted by applicable law, including the Australian Consumer Law.

11. DISPUTE RESOLUTION & ARBITRATION

    11.1 Agreement to Arbitrate (Non-Australian Users Only)

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 11.1 DOES NOT APPLY TO AUSTRALIAN USERS.

    BY AGREEING TO THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF YOU ARE NOT AN AUSTRALIAN USER, YOU AND STELLA EACH AGREE THAT ANY AND ALL PAST, PRESENT, AND FUTURE DISPUTES, CLAIMS, OR CAUSES OF ACTION BETWEEN YOU AND STELLA ARISING OUT OF OR RELATING TO THESE TERMS, ANY ENGAGEMENT, OR THE SERVICE ("DISPUTES") SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT.

    • Informal Resolution First: Before initiating arbitration, you agree to contact Stella at stella@stellamgmt.com.au to attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, either party may initiate arbitration.
    • Arbitration Rules and Venue: Arbitration shall be administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Melbourne, Australia, in English. The arbitrator's decision shall be final and binding. The arbitrator may only award damages as provided for under these Terms and in no event may punitive, consequential, or special damages be awarded.
    • Fees: The arbitrator shall award the prevailing party its reasonable fees and costs in accordance with the ACICA Rules.

    11.2 Opt-Out of Arbitration (Non-Australian Users Only)

    • You may opt out of this agreement to arbitrate by emailing stella@stellamgmt.com.au within thirty (30) days of your Acceptance Date (as defined in Section 1), stating your name (and company name, if applicable) and that you decline the arbitration agreement.
    • For clarity, the thirty (30) day opt-out period begins on the date you first access our website, submit a booking enquiry, or otherwise engage Stella's services—whichever occurs first.
    • By opting out of the agreement to arbitrate, you will not be precluded from using the Service, but you and Stella will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

    11.3 Australian Users – Dispute Resolution

    • If you are an Australian User, the mandatory arbitration agreement in Section 11.1 does not apply to you.
    • Disputes must be communicated in writing to Stella. The parties agree to resolve disputes through good faith negotiations within thirty (30) days.
    • If unresolved, disputes will be referred to mediation administered by the Resolution Institute. If mediation is unsuccessful, disputes shall be resolved in the courts of Victoria, Australia, which shall have exclusive jurisdiction.

    11.4 Class Action and Jury Trial Waiver (Non-Australian Users Only)

    THIS SECTION 11.4 DOES NOT APPLY TO AUSTRALIAN USERS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR STELLA SHALL BE ENTITLED TO CONSOLIDATE, JOIN, OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING.

    YOU WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU WAIVE ANY RIGHT TO A JURY TRIAL.

    IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.

    11.5 Limitation Period

    • Any claim or Dispute arising under these Terms must be commenced within twelve (12) months of the event giving rise to the claim, or is forever barred, except where prohibited by applicable law.

    11.6 Governing Law

    • These Terms are governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles.
    • For Australian Users, the courts of Victoria, Australia, have exclusive jurisdiction over any disputes.
12. INDEMNIFICATION
    • The Client agrees to indemnify, defend, and hold harmless Stella, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees and costs) arising from:
    • • (a) The Client's breach of these Terms;
      • (b) The Client's negligence, misrepresentation, or willful misconduct;
      • (c) Any third-party claims relating to the Client's use of Talent services, images, or content;
      • (d) The Client's violation of any applicable law or regulation;
      • (e) The Client's violation of any third-party rights, including intellectual property rights;
      • (f) Any claim by Talent against Stella arising from the Client's conduct during or after an Engagement.
    • This indemnification obligation shall survive termination or expiration of these Terms.
13. CONFIDENTIALITY & DATA PROTECTION
    • "Confidential Information" includes all non-public data, client lists, commercial terms, strategies, trade secrets, and proprietary information disclosed by either party.
    • Both parties agree to use Confidential Information solely for purposes related to the Engagement and not disclose Confidential Information to any unauthorised third party without prior written consent.
    • 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.
    • Confidentiality obligations shall survive termination or expiration of these Terms.
14. TALENT COMMUNICATION & EXCLUSIVE REPRESENTATION
    • 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.
    • Talent are represented by Stella Mgmt under an Exclusive Representation Agreement provided upon onboarding.
15. TERMINATION
    • Termination by Stella: Stella may terminate this agreement or refuse future bookings at any time, for any reason or no reason, by providing written notice to the Client.
    • Termination by Client: The Client may terminate this agreement by providing written notice to Stella. Termination does not affect any confirmed Engagements, which remain subject to these Terms (including cancellation fees).
    • Termination for Breach: Either party may terminate this agreement immediately if the other party commits a material breach of these Terms and fails to remedy the breach within fourteen (14) days of receiving written notice.
    • Effect of Termination: Upon termination:
      • (a) All outstanding invoices become immediately due and payable;
      • (b) The Client's usage rights to any Images expire immediately unless separately agreed in writing;
      • (c) Sections 9 (Disclaimers), 10 (Limitation of Liability), 11 (Dispute Resolution), 12 (Indemnification), and 13 (Confidentiality) survive termination.
16. MISCELLANEOUS PROVISIONS
    • 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.
    • Severability: If any provision is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.
    • No Waiver: No delay or failure by Stella in exercising any right under these Terms shall constitute a waiver of that right.
    • Assignment: Stella may assign these Terms or its rights hereunder to any successor or third party without prior notice. The Client may not assign these Terms without Stella's prior written consent.
    • 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 negotiations, representations, and agreements.

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.

Last updated: February 2025