General Terms

Definitions and parties

These General Terms govern professional services expressly agreed with Lesley Namysl, trading as NGL Management , established in The Hague, the Netherlands, hereinafter referred to as "NGL Management" or "NGL".

For the purposes of these General Terms, the following definitions apply:

• Client: Any business, organisation or professional entering into an agreement directly with NGL Management.
• Talent: An individual or entity represented, managed or commercially introduced by NGL Management.
• Assignment: The professional services expressly agreed between NGL Management and the Client.
• Agreement: Any accepted proposal, signed contract, statement of work or other legally binding arrangement between the parties.

Application and order of precedence

These General Terms are intended for business-to-business professional engagements involving NGL Management.

They apply only where expressly incorporated into an Agreement and made available to the Client in accordance with applicable law.

Where an individual Agreement, brand collaboration contract or talent management agreement contains provisions conflicting with these General Terms, the specific contractual provisions prevail.

These General Terms do not automatically create contractual obligations for Talent, brands or other third parties that have not agreed to be bound by them.

Any mandatory legal provisions that cannot lawfully be excluded remain applicable.

Proposals and agreement formation

Unless expressly stated otherwise, proposals, quotations and commercial discussions are non-binding invitations to negotiate.

An Assignment becomes binding when the relevant essential commercial terms have been accepted by the parties in a legally valid manner.

Written confirmation, including confirmation by email, may constitute acceptance where legally valid.

The scope, deliverables, fees, exclusivity, usage rights and deadlines are determined by the applicable Agreement.

Changes outside the agreed scope require further agreement between the relevant parties.

NGL's role and authority

NGL Management provides professional talent representation, commercial introductions, negotiation support, partnership coordination and other expressly agreed management or business services.

When representing Talent, NGL acts within the authority granted by the relevant Talent.

Unless expressly agreed in writing, NGL is not the principal contracting party to agreements concluded directly between a Client and Talent.

NGL does not automatically guarantee Talent's contractual performance, availability, commercial results or fulfilment of obligations owed independently by Talent.

These provisions do not exclude responsibility for NGL's own acts or omissions where such responsibility exists under applicable law.

Services and professional performance

NGL Management will exercise reasonable professional care in performing its agreed services.

Unless expressly guaranteed in a separate written Agreement, NGL does not guarantee any specific commercial result, revenue, audience growth, campaign reach, engagement level, sales conversion or business opportunity.

Commercial introductions and negotiations do not guarantee that an Agreement will be concluded or that any particular financial outcome will be achieved.

Deadlines dependent on third-party approvals, platforms or other external circumstances are indicative unless expressly agreed as binding deadlines.

Client responsibilities

The Client is responsible for providing accurate, complete and timely information necessary for the performance of an Assignment.

This includes, where applicable, campaign instructions, product information, brand guidelines, advertising claims, required approvals, creative materials and relevant deadlines.

The Client is responsible for ensuring that materials and instructions supplied by it comply with applicable law and do not infringe third-party rights.

Delays or additional work resulting from incomplete, inaccurate or late instructions may require revised planning and additional compensation where agreed.

Media kits, statistics and profile information

Talent profiles, media kits, audience insights, follower counts, engagement rates, demographic information, historical campaign results and similar commercial information may be supplied by Talent, social media platforms or other third parties.

Such information may be based on historical data and is subject to change over time.

Where a reference date is provided, the relevant figures relate to that date and should not automatically be considered current at a later date.

Unless expressly guaranteed in a signed Agreement, historical figures and audience statistics do not constitute a guarantee of current or future performance.

NGL does not warrant that third-party analytics platforms operate without errors, interruptions, methodological changes or reporting delays.

Clients are responsible for assessing whether the information supplied is sufficiently current and relevant to their intended commercial decisions.

Where current audience information is material to a proposed collaboration, the Client may request updated available figures before entering into a binding Agreement.

NGL will take reasonable steps to correct material inaccuracies of which it becomes aware.

Nothing in this section permits knowingly inaccurate or misleading representations or excludes liability that cannot lawfully be excluded.

Fees, invoicing and payment

Fees, commissions, payment arrangements, expenses and other commercial conditions are determined by the relevant Agreement.

Unless expressly stated otherwise, all quoted prices are exclusive of applicable VAT.

Invoices issued by NGL Management are payable within 14 calendar days from the invoice date, unless another payment term has been agreed in writing.

In the event of late payment, statutory commercial interest and reasonable recovery costs may become payable where legally applicable.

Nothing in these General Terms creates an obligation for website visitors to pay fees, commissions or other compensation merely by viewing the website or submitting an enquiry.

Changes, cancellation and termination

Cancellation, rescheduling, suspension and termination of an Assignment are governed primarily by the relevant written Agreement.

Where an Agreement contains specific cancellation fees, notice periods, compensation provisions or committed-cost arrangements, those provisions take precedence.

In the absence of specific provisions, the parties' respective rights and obligations are determined in accordance with applicable law.

NGL may suspend agreed services where a Client materially breaches its obligations, subject to the relevant Agreement and applicable law.

Any rights to payment for completed services or properly committed costs remain subject to the relevant Agreement.

Intellectual property and usage rights

Copyrights, trademarks, trade names, photographs, audiovisual content, personal likenesses and other intellectual property remain with their respective rightsholders.

No ownership rights or usage licences are transferred unless expressly agreed in writing.

Commercial use of Talent's name, image, likeness or content, including paid media, editing, reposting, advertising, whitelisting and sublicensing, is permitted only within the scope of the applicable written authorisation.

Submitting an enquiry, receiving a proposal or being introduced to Talent does not independently create any licence or usage right.

Confidentiality and public announcements

The parties shall treat confidential commercial information obtained through an Assignment with reasonable care.

Confidential information may include commercial proposals, negotiated rates, management arrangements, campaign briefs, financial information, non-public audience data and other materials identified as confidential or reasonably understood to be confidential.

Confidential information shall not be disclosed to unauthorised third parties unless disclosure is permitted, legally required or otherwise justified under the Agreement.

This obligation does not apply to information that has lawfully entered the public domain without a breach of confidentiality.

Public announcements, commercial case studies and use of another party's name or logo require any consent specified in the relevant Agreement.

Third parties and platforms

NGL Management may interact with independent Talent, brands, agencies, suppliers, technology providers and social media platforms in the course of its activities.

These third parties may operate under their own contractual terms, technical systems and professional responsibilities.

To the extent permitted by law, NGL is not liable for disruptions, failures, errors or omissions attributable solely to independent third parties and outside NGL's legal responsibility.

This provision does not exclude responsibility for NGL's own legally attributable acts or omissions, including where applicable a failure to exercise reasonable care in selecting or instructing a third party.

Limitation of liability

13.1 To the maximum extent permitted by applicable law, NGL Management's contractual liability is limited to direct, demonstrable loss legally attributable to a breach of its own obligations under the relevant Assignment.

13.2 To the extent permitted by applicable law, NGL is not liable for indirect, incidental or consequential losses, including loss of profit, anticipated revenue, commercial opportunities, expected savings or reputational damage, where such exclusion is legally enforceable.

13.3 Where a contractual limitation is legally permissible, NGL's aggregate liability arising from a specific Assignment shall not exceed the total net service fees paid or payable to NGL under that Assignment, excluding VAT and third-party expenses.

If no fee is payable to NGL under a particular Assignment, this monetary limitation does not apply; liability remains subject to applicable law and the other valid provisions of these General Terms.

13.4 NGL does not guarantee the accuracy of information obtained independently from social media platforms or other third parties, except to the extent expressly agreed or required by law.

13.5 NGL shall not be held responsible for commercial decisions made independently by the Client solely on the basis of indicative or historical data, except where liability arises from NGL's own legally attributable misconduct or breach.

13.6 Nothing in these General Terms excludes or limits liability for fraud, intentional misconduct, conscious recklessness where exclusion is not permitted, or any other liability that cannot lawfully be excluded or limited.

13.7 Any contractual exclusion or limitation applies only insofar as it is valid and enforceable in the circumstances, including under applicable principles of reasonableness and fairness.

13.8 A Client claiming compensation must take reasonable steps to mitigate its loss, in accordance with applicable law.

Third-party claims and indemnification

To the extent legally permissible, the Client shall indemnify NGL Management against reasonable third-party claims, losses and expenses arising from unlawful, misleading or rights-infringing materials, instructions or product claims supplied by the Client.

This indemnification does not extend to claims or losses caused by NGL's own breach, intentional misconduct or other legally attributable conduct.

The parties shall cooperate reasonably in handling relevant third-party claims.

Events beyond reasonable control

Neither party shall be responsible for delay or non-performance to the extent that such delay or non-performance results from circumstances qualifying as force majeure under applicable law.

The affected party shall inform the other party without unreasonable delay and take reasonable steps to reduce disruption.

Obligations relating to services already performed, properly incurred costs and payments already due remain subject to the relevant Agreement and applicable law.

Governing law and disputes

These General Terms and Agreements incorporating them are governed by Dutch law, subject to mandatory legal provisions that cannot lawfully be excluded.

In the event of a dispute, the parties shall first seek to resolve the matter through reasonable good-faith consultation.

Where a contractual choice of forum is legally permitted, disputes shall be submitted to the competent court of The Hague, the Netherlands , unless the relevant Agreement validly provides otherwise.

Mandatory rules concerning jurisdiction remain unaffected.

Questions and legal details

For questions regarding these General Terms or a professional engagement with NGL Management, please use the following details.

Further information is available through our Contact page.

Specific written Agreements may contain additional commercial provisions governing the relevant professional relationship.