Terms & Conditions

01DEFINITIONS & 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 Delaware, United States.
• 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.

02OVERVIEW & 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.

03STELLA'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.

04STRUCTURE 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.

05TALENT 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.

06AGENCY 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).

07CANCELLATION, POSTPONEMENT & BOOKING CHANGES

• (i)Cancellation Fees:
• (ii)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.

08USAGE RIGHTS & INTELLECTUAL PROPERTY

Brand Ownership. The "STELLA", "STELLA MGMT", and "STELLA STARPASS" brand names, logos, and associated intellectual property are owned by STELLA STARPASS LLC. Nothing in these Terms transfers any ownership interest in the brand intellectual property to any Client, Talent, or third party.

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.
• Talent Content & Promotional Use: By submitting, sharing, or otherwise making available any photographs, videos, or visual content to Stella—whether via email, direct message, social media, file transfer, or any other means—or by authorising Stella (whether verbally, in writing, via text message, email, social media direct message, or any other form of communication) to use, collect, or reproduce content featuring the Talent from any source, including but not limited to the Talent's own social media accounts, public profiles, or third-party platforms, the Talent grants Stella a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, display, and distribute such content for the purposes of agency promotion, portfolio display, social media marketing, and general business operations. This licence extends to content sourced by Stella with the Talent's approval, regardless of whether the Talent directly provided the content. This licence survives termination of any representation arrangement. Talent acknowledges that Stella may rely on such consent and that revoking consent does not affect content already published or distributed prior to revocation.
• Content Removal Requests: Where no signed Exclusive Model Representation Agreement is in place between the Talent and Stella, Talent may submit a written request to remove specific content by emailing stella@stella-mgmt.com. All removal requests are subject to review and approval by Stella's Chief Executive Officer at their sole discretion. Stella will use reasonable efforts to action approved removal requests within thirty (30) days. For the avoidance of doubt, where a signed Exclusive Model Representation Agreement is in place, the terms of that agreement govern content usage and removal, and this clause does not apply.

09DISCLAIMERS & 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.

10LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, STELLA excludes all liability for:

• (i)Compensatory, indirect, incidental, special, consequential, punitive, or exemplary damages
• (ii)Loss of profits, revenue, or anticipated savings
• (iii)Loss of business opportunity or goodwill
• (iv)Loss of data or corruption of data
• (v)Loss of reputation
• (vi)Third-party claims
• (vii)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:

• (i)the resupply of the services; or
• (ii)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.

11DISPUTE 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@stella-mgmt.com 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 American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator seated in Delaware, United States, 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 AAA Rules.

11.2 Australian Users

If you are an Australian User, the mandatory arbitration agreement in Section 11.1 and the class action and jury trial waiver in Section 11.3 apply to you only to the extent they are enforceable against you under the Australian Consumer Law; only the specific provisions that are not so enforceable do not apply to you.

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on you by the Australian Consumer Law that cannot lawfully be excluded. Subject only to those non-excludable rights, every other provision of these Terms continues to apply to you to the maximum extent permitted by law.

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

THIS SECTION 11.3 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.

11.4 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.

11.5 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

The state and federal courts located in Delaware, United States, have exclusive jurisdiction over any Dispute not subject to arbitration. This does not override any non-excludable right or remedy of an Australian User under the Australian Consumer Law.

12INDEMNIFICATION

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.

13CONFIDENTIALITY & 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 is handled in accordance with our Privacy Policy.

Cross-Brand Use. By submitting an application, enquiry, expression of interest, or any personal information to us — including in response to an advertisement — you acknowledge and agree that we may use and share that information with our affiliated companies, and that the affiliate best suited to your submission may review your information and contact you about its own products, programs, and services. Any affiliate that contacts you about educational programs does so as an education provider, not a talent agency, and does not procure or promise work.

Confidentiality obligations shall survive termination or expiration of these Terms.

14TALENT 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.

15AUTOMATED & AI-ASSISTED COMMUNICATIONS

Stella Mgmt uses proprietary AI-powered software ("AI Agents") to assist with communications including talent coordination, scheduling, outreach, invoicing, and general correspondence. Communications you receive from addresses associated with Stella — including but not limited to sally@stella-mgmt.com, jacque.sinclair@stella-mgmt.com, and other staff addresses — may be generated in whole or in part by AI Agents rather than a human team member.

AI Agent communications are made on behalf of Stella Mgmt and do not create any employment, agency, or independent contractor relationship between you and any AI Agent. AI Agents are software tools operated by STELLA STARPASS LLC. AI-generated communications may contain errors and should not be solely relied upon for decisions affecting your career, finances, or legal rights.

You may request human-only communication at any time by emailing stella@stella-mgmt.com.

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless STELLA STARPASS LLC, its officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with your reliance on AI-generated communications or your use of information provided by an AI Agent.

16TERMINATION

• 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), 13 (Confidentiality), and 15 (Automated & AI-Assisted Communications) survive termination.

17STELLA STARPASS — DEVELOPMENT PROGRAM

This Section governs STELLA STARPASS, STELLA's paid development program and membership platform for emerging models, influencers and creators ("Members"). StarPass is STELLA's entry-level development tier — a starting point for those not yet on, and not guaranteed a place on, the signed agency board. It is not agency representation. Where this Section conflicts with any other provision of these Terms in respect of a Member, this Section prevails. In this Section: "Member" means a person who joins or pays for StarPass; "Platform" means the STELLA STARPASS membership platform and its resources; "Talent Deposit" means the one-time fee payable to join; and "Digital Resources" means the digital guides delivered with the Talent Deposit.

17.1 Nature of the Program — Not Representation, No Commission

STELLA STARPASS is a development program and online membership platform; it is not, and does not hold itself out as, a licensed talent agency, exclusive agent, employer, manager, or legal representative of any Member. STELLA does not negotiate or execute contracts on a Member's behalf, does not procure work on a commission basis, does not collect or receive payment for a Member's work, and takes no commission or percentage of a Member's earnings — the Member keeps one hundred percent (100%) of any income they earn from work they secure. The Platform is non-exclusive; Members remain free to be represented by any other agency. Any profile submission, listing, or opportunity match is made at STELLA's sole discretion and creates no representation, guarantee, agency, or employment relationship. StarPass is separate from STELLA MGMT's signed agency board; membership does not mean a Member is signed to STELLA MGMT, and a Member must not represent themselves as a STELLA MGMT talent or use the STELLA MGMT brand, name, logos, or roster identity without written authorisation — any unauthorised use is a material breach.

17.2 Eligibility & Accounts

Membership is open to individuals 18 years or older who are legally capable of forming binding contracts. Members must provide accurate information, keep their account credentials secure, and may not share or transfer their account. Members are responsible for all activity under their account and for any content they upload.

17.3 Talent Deposit & Consideration

The Talent Deposit is the upfront consideration payable for: (a) delivery of three (3) Digital Resources with a combined retail value of $2,999.97 (the STELLA Master Guide volumes: Foundations & Craft; The Working Model; and The Business of You), as published at stella-mgmt.com/master-guides; and (b) entry into, and access to, the STELLA STARPASS Platform and its resources. The Digital Resources are delivered by email within forty-eight (48) hours of STELLA confirming receipt of the first payment. The Member acknowledges that the combined value delivered meets or exceeds the Talent Deposit and represents a genuine commercial bargain.

17.4 Fees Are Non-Refundable

Except where required by the Australian Consumer Law, all fees paid to STELLA STARPASS are final and non-refundable. The non-refundable nature of the Talent Deposit reflects that the Digital Resources are delivered digitally and cannot be recovered once sent, and that STELLA incurs immediate onboarding costs including profile creation, listing, and administrative processing. If a Member terminates, withdraws, or requests cancellation at any time after payment, the full Talent Deposit remains non-refundable and any outstanding balance becomes immediately due and payable.

17.5 Payment, Instalments & Recurring Authorisation

Where the Talent Deposit is paid by instalments, the Member authorises recurring charges via the payment method provided, at the agreed amount and frequency (which may be weekly, fortnightly, monthly, or any other interval), until the Talent Deposit is paid in full. Each instalment is a merchant-initiated transaction processed automatically on the agreed date without further notice. The Member is responsible for maintaining sufficient funds; the authorisation remains in effect until all amounts are paid in full; and the total Talent Deposit remains owing regardless of the instalment structure, any trial or deferred-billing period, billing frequency, currency, or payment-link description used.

17.6 Billing Descriptor

The billing descriptor on the Member's bank or card statement may appear as "STELLA MGMT", "STELLAMGMT.COM", "STELLA STARPASS LLC", or a similar variation. If the Member does not recognise a charge, they must contact STELLA at stella@stella-mgmt.com before contacting their bank or card issuer.

17.7 Universal Payment Acknowledgement

By making any payment to STELLA STARPASS, STELLA MGMT, or STELLA STARPASS LLC — whether described, labelled, or invoiced as a "Talent Deposit", "Stella Onboarding", "Stella Payment Plan", "Stella Model Payment Plan", "Stella Payment Link", "Stella Talent Deposit", "Onboarding Fee", "Subscription Fee", "Management Fee", "Launch Pad", or any name that includes "Stella" or "STELLA" in any form, or any other description appearing on any payment link, invoice, receipt, bank statement, or payment processor record — the Member acknowledges and agrees that: (a) all such payments are subject to these Terms in their entirety; (b) the description appearing on the payment link, invoice, or bank/card statement does not alter, limit, or override these Terms; (c) all fees are non-refundable except where expressly required by the Australian Consumer Law; (d) the Member authorises STELLA to charge the agreed amount(s) at the agreed frequency using the payment method provided, and such authorisation remains in effect until all amounts are paid in full or the Member cancels in accordance with these Terms; (e) any payment made constitutes acceptance of and is governed by these Terms regardless of the name, description, or label attached to the payment; and (f) this clause applies to all Members regardless of tier, plan, pricing structure, payment link name, currency, or billing frequency.

17.8 Parent or Legal Guardian Guarantee

Where any payment is made by, or any account is opened in the name of, a parent or legal guardian on behalf of a Member, or where a parent or legal guardian otherwise procures, authorises, or facilitates a Member's participation, that parent or legal guardian: (i) enters into these Terms in their own capacity and personally and unconditionally guarantees the due payment of the full Talent Deposit and all other amounts payable under these Terms, as a principal obligation and not merely as surety, such that STELLA may recover from them directly without first proceeding against the Member; (ii) consents, on their own behalf and on behalf of the Member, to the media licence in this Section, to the Member's participation in and use of the Platform, and to the collection, use and disclosure of personal information as described in Section 13 (Confidentiality & Data Protection) and the Privacy Policy; and (iii) warrants that they have full legal authority to give the guarantee and consents in this clause. This obligation survives termination and is in addition to the Member's own obligations.

17.9 Chargebacks & Payment Disputes

Before initiating any chargeback, payment dispute, bank inquiry, or payment reversal, the Member agrees to contact STELLA at stella@stella-mgmt.com and allow STELLA at least fourteen (14) days to investigate and resolve the matter. Where a Member initiates a chargeback for services that were authorised and delivered, the Member remains liable for the full amount plus all associated costs, including payment-processor dispute fees, and STELLA may suspend or permanently terminate the Member's access, blacklist the payment details used, and submit to the card network the signed agreement, an itemised value schedule for the Digital Resources, delivery and access logs, and related records as evidence. Filing a chargeback for knowingly authorised and delivered services may constitute friendly fraud.

17.10 Assignment of Debt

STELLA may assign, transfer, or sell any debt owed by a Member to a third-party collections agency or debt purchaser, and may disclose such personal and commercial information as is reasonably necessary to recover the debt, in accordance with applicable privacy law.

17.11 No Cooling-Off Period

To the extent any cooling-off period is found to apply, the Member expressly consents to the immediate commencement and delivery of the Digital Resources and Platform services, with full knowledge that this may affect any right to cancel.

17.12 Media Licence

By making payment, the Member grants STELLA STARPASS and STELLA MGMT a non-exclusive, royalty-free, perpetual, irrevocable licence to use any photographs, video, or media produced in connection with the Member's participation in the Platform, for the promotion of both the Member and STELLA across all platforms and media, including websites, social media, marketing materials, and casting submissions.

17.13 Acknowledgement

The Member acknowledges that they have read and understood these Terms in their entirety prior to making payment, and waives any claim that these Terms or any provision is unconscionable, unfair, or was not brought to their attention, provided that nothing in this clause excludes the operation of Part 2-3 (Unfair contract terms) of the Australian Consumer Law where applicable.

17.14 No Guarantee of Outcomes

The Talent Deposit does not guarantee any booking, level of income, career advancement, agency representation, or any particular outcome. Results vary between individuals and depend on market conditions, client requirements, and the Member's own attributes, availability, and performance. Any opportunity a Member pursues through the Platform is strictly between the Member and the third party; a listing does not constitute an endorsement, and STELLA bears no liability arising from any engagement the Member enters as a result.

17.15 Non-Disparagement

Neither party shall make any defamatory or disparaging statement (in circumstances where the views are not honestly and genuinely held) about the other to any third party, including on social media, review sites, or any public forum, except as required by law. Nothing in this clause prevents genuine reports or complaints to a regulator, law enforcement agency, or professional body.

17.16 Pathway to Representation

Selection for STELLA MGMT signed agency representation is made at STELLA MGMT's sole discretion and is not guaranteed by membership or by payment of the Talent Deposit. Any Member who is offered and accepts agency representation will then be governed by a separate Agency Agreement and the agency provisions of these Terms, including commission.

18MISCELLANEOUS 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@stella-mgmt.com.

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