STANDARD TERMS & CONDITIONS OF BUSINESS

  1. APPLICATION OF TERMS
    1. These terms and conditions will:
      1. apply to all Assignments undertaken by the Photographer for the Client and to all Usage Licences or extended and/or additional Usage Licences relating to such Assignments; and
      1. prevail over any inconsistent terms or conditions contained, or referred to, in Client’s purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by Client, or implied by law, trade custom, practice or course of dealing.

2.  DEFINITIONS

“Photographer” means the commissioned Photographer whose details are set out in the Estimate and invoice(s) for an Assignment.

“Assignment” means a commission by the Client of the Photographer for provision of Photographer’s services at a shoot for the purpose of creating the Material.

“Advertiser” means any client of the Client for whose benefit or use the Material is commissioned.

“Client” is the party commissioning the Photographer and includes the Client’s affiliates, assignees, and successors in title.

“Estimate” means any email or other document electronic or otherwise created by the Photographer and setting out the Fee and expenses for any Assignment along with information as to Usage Licences.

“Fee” means the Photographer’s fees as set out in the Estimate.

“Licensed Images” means the still and/or moving images selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms. “Material” means all photographic material created by the Photographer pursuant to an Assignment and includes but is not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images. “Shoot Duration” means the number of confirmed days of a shoot whether undertaken consecutively or in separate parts and includes all shoot, travel, recce, preparation or test days.

“Usage Licence” means the licence to use the Licensed Images as set out in clause 3.3 and clause 9 below.

“Working Day” means a day that is not a Saturday or Sunday or any day that is a Bank Holiday in England.

“B.U.R” means Base Usage Rate and is the figure by reference to which additional usage fees to the usage fees stated on the Photographer’s original Estimate as accepted by the Client are established.

3. ESTIMATES

the Client in advance of preparing the Estimate.

3.2. Changes to the requirements for an Assignment before or during a shoot may increase the Fee and expenses.

4.  CONDUCT OF THE SHOOT

5.  CANCELLATION OF SHOOT

6.  ACCEPTANCE & DELIVERY

7.  STORAGE OF MATERIAL

8.  COPYRIGHT & USAGE LICENCES

9.     ADDITIONAL/EXTENDED USAGE

10.  EXCLUSIVITY

  1. All Usage Licences granted by the Photographer to the Client shall be exclusive to the Advertiser and the Client unless otherwise agreed in writing.
    1. Subject to clause 11.4, the Photographer undertakes not until 2 years after the shoot or the expiry of the Usage Licence(s) (whichever is later) to grant any other licence in respect of the Material to any third party.
    1. After expiry of the exclusivity period the Photographer shall make such use of the Material including the Licensed Images as he/she sees fit.
    1. Nothing in this clause 11 shall prevent the Photographer at any time from using the Material, whether commercial, test or speculative (images shot for presentation/pitch/ awards), in any form and in any manner worldwide for the purpose of promoting his/her services, provided that in the case of unpublished Material the Photographer shall first obtain the Client’s consent, such consent not to be unreasonably withheld. The Photographer reserves the right to use the Material for this purpose whether or not in the context of the Advertiser’s advertisement or other material in which the Material is incorporated, including without limitation the Advertiser’s branding.

11.  THIRD PARTY RIGHTS

  1. Engagements of third party suppliers, including models, are subject to such terms and conditions as those parties may require which shall be made available by the Photographer on request.
    1. Estimated model fees cover modelling time only and the Client shall be responsible for clearing model usage unless otherwise stated on the Estimate.
    1. Items created specifically for the shoot shall remain the property of their creator unless agreed otherwise.
    1. The Photographer shall not be responsible for obtaining any clearances in respect of third party copyright works, trade marks, designs or other intellectual property used in relation to the Assignment or any Usage Licence or extension thereof unless expressly agreed in writing prior to the shoot.

12.  CREDITS

  1. In respect of all editorial uses and otherwise as additionally stated in the Estimate the Client shall procure that the Photographer’s name is printed on or in reasonable proximity to all published reproductions of the Licensed Images.

13.  PAYMENTS

  1. All expenses and production costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on presentation.
    1. All other invoices must be paid within 30 days of the date of issue. The Photographer reserves the right to charge interest on late payments at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made.
    1. If there is a delay of one month or more between agreed pre-production work and

the shoot, the Photographer reserves the right to invoice the Client for the pre-production element of the Fee and for any expenses already incurred by the Photographer.

  1. Usage Licence and any third party fees negotiated by the Photographer are payable regardless of whether Licensed Images are in fact used by the Client or the Advertiser.
    1. All payments are due in pounds sterling unless expressly stated otherwise.

14.  EXPENSES

  1. All expenses figures provided in advance of a shoot are estimates only and the Client should allow a minimum 10% contingency budget in all cases. All estimated costs are stated exclusive of VAT.
    1. The Photographer will endeavour to work within the agreed cost estimate, but individual costs within the Estimate may vary at his/her discretion to enable the most effective realisation of the brief.
    1. Receipts for expenses can only be provided if requested prior to shoot confirmation. Provision of receipts will incur an accountancy charge of 1.5% of total costs and fees incurred in respect of the Assignment subject to a minimum charge of £250 and a maximum of £600.
    1. Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise at its request, the Client shall be liable to pay such extra expenses and additional fees at the Photographer’s normal rate.

15.  RETURN OF MATERIALS

  1. Within 30 days of expiry of any Usage Licence the Material must be returned to the Photographer in good condition and any digital files stored by the Client and the Advertiser must be deleted.

16.  INDEMNITY

  1. The Client shall indemnify the Photographer and keep him/her and their respective officers and employees indemnified on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including legal costs) or licence fees due by reason of any infringement claim, or alleged infringement, of any intellectual property rights relating to any failure by the Client to obtain third party clearances or arising out of use of the Material by the Client or the Advertiser outside of the Usage Licence or otherwise as a result of any breach by the Client or the Advertiser of these terms.

17.  EXTENT OF LIABILITY

  1. The Photographer shall not be liable to the Client for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Photographer, Photographer’s employees, agents or sub-contractors or otherwise) which arise out of or in connection with the shoot.
    1. The Photographer’s maximum aggregate liability for all losses, damages, costs,

claims and expenses however or whenever arising out of or in connection with these Terms shall in any event be limited to the total amount of the fees paid to the Photographer in relation to the relevant Assignment.

  1. Notwithstanding the above, nothing in these terms excludes or limits the liability of the Photographer for death or personal injury caused by the Photographer’s negligence or that of his/her employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal to exclude.
    1. The Photographer hereby disclaims any warranties, conditions and other terms on or relating to the services hereunder or any parts thereof which might otherwise be implied whether by statute, law, custom, course of dealing or otherwise, including without limitation any warranty, condition, or other terms of merchantability, quality, fitness for purpose or non-infringement to the fullest extent permitted by law.

18.  CONFIDENTIALITY

  1. The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposes of the Assignment, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the Assignment.
    1. It shall be the sole responsibility of the Client to arrange for any third party involved in the Assignment to enter into any confidentiality agreement.
    1. The Photographer will not be liable for any breach of confidentiality by any third party.

19.  TERMINATION

  1. Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party:
    1. commits a material breach of these Terms and fails to remedy that breach (if remediable) within 30 days after receipt of written notice requesting its remedy; or
    1. is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the other party’s assets are the subject of any form of seizure, or the other party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or a receiver or administrator is appointed over the other party’s assets.

20.  EFFECTS OF TERMINATION

21.1.2 The provisions of Clauses 2, 3.3, 8, 9, 10, 11, 12, 13, 16, 17, 18 and 19 shall survive expiry or termination.

21.  FORCE MAJEURE

22.  GENERAL

delegate or sub-contract the whole or any part of its rights and obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

authority to be invalid, unlawful or unenforceable then such part shall be severed from the Terms and the remainder shall continue to be valid and enforceable to the fullest extent permitted by law.

23: Return of physical products and liability:

Unless previously agreed otherwise, the photographer is not responsible for the loss of damage of any of the clients good whilst they are in transit to or from the studio by  third party courier.