Standard Terms & Conditions for Business
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Standard Terms & Conditions for Business
1. Application of Terms
1.1 These terms and conditions are applicable to all assignments carried out by the Photographer for the Client, as well as to all Usage Licences, including any extensions or additional Usage Licences related to such assignments.
1.2 These terms and conditions shall take precedence over any conflicting terms or conditions that may be included in, or referred to within, the Client’s purchase order, order confirmation, acceptance of the Estimate, specification, or any other documentation supplied by the Client, or those implied by law, trade custom, practice, or course of dealing.
2. Definitions
The following definitions apply throughout these Terms and Conditions:
· Photographer: The commissioned photographer whose details are specified in the Estimate and the invoice(s) for an Assignment.
· Assignment: A commission by the Client for the Photographer to provide services at a shoot for the purpose of creating the Material.
· Advertiser: Any client of the Client for whose benefit or use the Material is commissioned.
· Client: The party commissioning the Photographer, which also includes the Client’s affiliates, assignees, and successors in title.
· Estimate: Any email or other document (electronic or otherwise) created by the Photographer that outlines the Fee, expenses for any Assignment, and information concerning Usage Licences.
· Fee: The Photographer’s fees as set out in the Estimate.
· Licensed Images: The still and/or moving images selected from the Material, as specified in the Estimate, which are to be licensed for use under these Terms.
· Material: All photographic material created by the Photographer pursuant to an Assignment, including but 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: The number of confirmed days of a shoot, whether these are consecutive or in separate parts, including all shoot, travel, recce, preparation, or test days.
· Usage Licence: The licence to use the Licensed Images as set out in clause 3.3 and clause 9 of these Terms.
· Working Day: Any day that is not a Saturday, Sunday, or Bank Holiday in England.
· B.U.R. (Base Usage Rate): The reference figure used to establish additional usage fees in relation to the usage fees set out in the Photographer's original Estimate as accepted by the Client.
3. Estimates
3.1 The Photographer's estimates are prepared based on information provided by the Client in advance.
3.2 Any changes to the requirements for an Assignment, whether before or during a shoot, may result in an increase in the Fee and expenses.
3.3 Estimates will specify the number and characteristics of Licensed Images the Client is entitled to use, as well as the media, territories, and durations for which they may be used. These will form the terms of the Usage Licence unless otherwise agreed in writing. It is the Client's responsibility to ensure the Estimate covers all requirements, including post-production, high-resolution files, appropriate usage licences, and all technical specifications for the Licensed Images.
3.4 Unless otherwise agreed in writing, the Client's agreement to the shoot date(s) will be taken as acceptance of the Estimate.
3.5 If no Base Usage Rate (B.U.R.) has been stated, it shall be deemed equivalent to the Photographer’s day shoot fee.
4. Conduct of the Shoot
4.1 The shoot will be scheduled on dates mutually agreed by both parties.
4.2 During the shoot, the Photographer will consider the Client's reasonable instructions regarding the shoot brief.
4.3 If the Client is not present during the shoot, the Photographer’s interpretation of the brief will be deemed acceptable to the Client.
4.4 The Photographer retains full worldwide copyright of all images taken during the Assignment. The Photographer reserves the right to use images for self-promotion, editorial purposes, on personal websites, and social media, unless otherwise instructed or negotiated separately with the agent or Client.
5. Overtime and Antisocial Hours
5.1 A standard working day consists of up to nine hours (including one hour for lunch) between 09:00 and 18:00 on any Working Day.
5.2 Any hours worked outside a normal day (“Antisocial Hours”) will incur additional overtime fees for the Photographer, crew, and facilities—these fees will be agreed upon between the parties.
5.3 Additional fees for crew, facilities, and any other third parties required to work Antisocial Hours will be as detailed in their standard terms or as otherwise negotiated.
6. Cancellation of Shoot
6.1 If a confirmed shoot is cancelled or postponed for reasons beyond the Photographer's control (including unsuitable weather or lighting conditions), the Photographer reserves the right to charge a cancellation fee at the following rates, along with all incurred expenses:
· For a Shoot Duration of two days or less:
· Cancellation with less than 3 Working Days' notice: 100% of Fee plus all expenses;
· Cancellation with 3 to 6 Working Days' notice: 75% of Fee plus all expenses;
· Cancellation with more than 6 Working Days' notice: 50% of Fee plus all expenses.
For a Shoot Duration longer than two days and notice equivalent to:
The Shoot Duration or less: 100% of Fee plus all expenses;
More than the Shoot Duration but not more than twice the Shoot Duration: 75% of Fee plus all expenses;
More than twice the Shoot Duration: 25% of Fee plus all expenses.
7. Acceptance and Delivery
7.1 Upon completion of the shoot, the Photographer will deliver the Material to the Client as soon as reasonably possible and in the agreed format, enabling the Client to select the Licensed Images.
7.2 Subject to any previously agreed post-production deadlines, the Photographer will carry out any required post-production work as soon as reasonably practicable, but urgent turnaround cannot be guaranteed.
7.3 Unless expressly agreed in writing between the parties, the Client is not entitled to reject the Material on the basis of style or composition.
8. Storage of Material
8.1 The Client is responsible for taking appropriate steps to safely store an exact digital copy of all Material supplied for the duration of the Usage Licence. The Photographer is not responsible for archiving any Material unless agreed in writing.
8.2 Except as required for the Usage Licence (including clause 8.1), the Material may not be stored electronically or transmitted to any third party, including any associated or branch office of the Client, without the Photographer’s written permission.
8.3 Upon publication of the Licensed Images, and at the Photographer's request, the Client shall provide the Photographer with a high-resolution digital file in PDF format or good-quality hard copies of the Licensed Images as published, free of charge.
9. Copyright and Usage Licences
9.1 All copyright and similar rights worldwide in all Material, and ownership of all physical materials created by or for the Photographer, will vest in and remain with the Photographer at all times.
9.2 The Client is responsible for informing the Advertiser of the extent and limitations of all Usage Licences.
9.3 Upon full payment of the Fee and expenses for an Assignment, the Photographer grants the Client the right to use the Licensed Images as specified in the Usage Licence. No use is permitted before full payment without the Photographer’s express written agreement.
9.4 Provided all invoices for the Assignment have been paid in full, the period of use specified in the Usage Licence begins from the date of first use or six months after the shoot date, whichever is sooner, unless otherwise agreed in writing.
9.5 Usage of Licensed Images is limited to using the images as supplied by the Photographer. The Client must not manipulate any Licensed Photograph or use only part of any image without the Photographer’s prior written permission.
9.6 The Client may only sub-license the right to use the Licensed Images to the specified Advertiser and strictly in accordance with the Usage Licence.
9.7 Neither the Client nor the Advertiser may use the Licensed Images in connection with any products or services not specified in the Usage Licence.
9.8 Any licence to use the Licensed Images will be automatically revoked if full payment of the Fee and expenses is not received by the due date or if the Client or Advertiser becomes insolvent, is put into receivership, or is subject to any of the circumstances described in clause 20.1.2.
10. Additional or Extended Usage
10.1 The Fee is based on the Usage Licence as specified in the Estimate. Any additional or extended use, including the use of individual still frames from licensed moving images, will incur an additional fee, which must be agreed in advance with the Photographer.
10.2 Estimates for additional or extended usage licence fees are valid for three months from the date of the estimate unless otherwise stated in writing.
10.3 The Client acknowledges that such estimates do not include any third-party rights, which are the Client’s responsibility per clause 12.
10.4 The Client must ensure that the Advertiser requests any necessary extended or additional usage licences.
10.5 Any unauthorised extended or additional use will result in an additional fee.
11. Exclusivity
11.1 All Usage Licences granted by the Photographer to the Client are exclusive to the Advertiser and the Client unless otherwise agreed in writing.
11.2 Subject to clause 11.4, the Photographer agrees not to grant any other licence in respect of the Material to a third party until two years after the shoot or the expiry of the Usage Licence(s)—whichever is later.
11.3 After the exclusivity period expires, the Photographer may use the Material, including the Licensed Images, as he or she sees fit.
11.4 Nothing in this clause prevents the Photographer from using the Material at any time, whether commercial, test, or speculative (such as images shot for presentation, pitch, or awards), in any form and for any purpose worldwide to promote his or her services. For unpublished Material, the Photographer will first obtain the Client’s consent, which cannot be unreasonably withheld. The Photographer reserves the right to use the Material for this purpose, with or without the Advertiser’s branding.
12. Third-Party Rights
12.1 Engagement of third-party suppliers, such as models, are subject to those parties’ terms and conditions, which will be made available by the Photographer upon request.
12.2 Estimated model fees cover modelling time only. The Client is responsible for clearing model usage unless otherwise stated in the Estimate.
12.3 Items created specifically for the shoot remain the property of their creator unless otherwise agreed.
12.4 The Photographer is not responsible for obtaining any clearances in relation to third-party copyright works, trademarks, designs, or other intellectual property used in connection with the Assignment or any Usage Licence or extension, unless expressly agreed in writing before the shoot.
13. Credits
13.1 For all editorial uses, and as otherwise stated in the Estimate, the Client must ensure that the Photographer’s name is printed on or near all published reproductions of the Licensed Images.
14. Payments
14.1 All expenses and production costs must be paid in advance of the shoot unless agreed otherwise in writing. Such invoices are due on presentation.
14.2 All other invoices must be paid within 28 days 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 due date until payment is made.
14.3 If there is a delay of one month or more between agreed pre-production work and the shoot, the Photographer may invoice the Client for the pre-production part of the Fee and any expenses already incurred.
14.4 Usage Licence and any third-party fees negotiated by the Photographer are payable whether or not the Licensed Images are used by the Client or Advertiser.
14.5 All payments are to be made in pounds sterling unless otherwise expressly stated.
15. Expenses
15.1 All expense figures provided before a shoot are estimates only. The Client should allow for at least a 10% contingency budget in all cases. All costs are exclusive of VAT.
15.2 The Photographer will endeavour to work within the agreed cost estimate, but individual costs within the Estimate may vary at their discretion to best realise the brief.
15.3 Receipts for expenses can only be provided if requested before shoot confirmation. Provision of receipts will incur an accountancy charge of 1.5% of total costs and fees for the Assignment, subject to a minimum charge of £250 and a maximum of £600.
15.4 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 pay such extra expenses and additional fees at the Photographer’s normal rate.
16. Return of Materials
16.1 Within 28 days of the expiry of any Usage Licence, the Material must be returned to the Photographer in good condition. Any digital files held by the Client or Advertiser must be deleted.
17. Indemnity
17.1 The Client will indemnify the Photographer, as well as their officers and employees, on a continuing basis against all liabilities, claims, costs, damages, expenses (including legal costs), or licence fees that arise from any infringement or alleged infringement of intellectual property rights because of the Client’s failure to obtain third-party clearances, or from the use of the Material by the Client or Advertiser outside of the Usage Licence, or as a result of any other breach by the Client or the Advertiser of these Terms.
18. Extent of Liability
18.1 The Photographer shall not be liable for any loss of profit, contracts, business, revenues, production or for any indirect, special, or consequential loss, damage, costs, expenses, or claims (whether caused by negligence or otherwise) arising out of or in connection with the shoot.
18.2 The Photographer’s maximum aggregate liability for all losses, damages, costs, claims, and expenses arising out of or in connection with these Terms will be limited to the total amount of fees paid to the Photographer for the relevant Assignment.
18.3 Nothing in these Terms limits or excludes the Photographer’s liability for death or personal injury caused by their negligence or that of their employees, agents, or sub-contractors, for any fraudulent statement or act, or for any matter which would be illegal to exclude.
18.4 The Photographer disclaims all warranties, conditions, and other terms relating to the services or any part of them that may be implied by statute, law, custom, or otherwise, including any warranty or condition of merchantability, quality, fitness for purpose, or non-infringement, to the fullest extent permitted by law.
19. Confidentiality
19.1 The Photographer will treat as confidential any material or information provided in confidence for the Assignment and will not disclose such information to third parties or use it except as may be reasonably necessary to perform their obligations.
19.2 It is the Client’s responsibility to ensure that any third party involved in the Assignment enters into any required confidentiality agreement.
19.3 The Photographer will not be liable for any breach of confidentiality by a third party.
20. Termination
20.1 Either party may terminate these Terms immediately by giving written notice if the other party:
· Commits a material breach of these Terms and fails to remedy it (if remediable) within 28 days of written notice requesting a remedy; or
· Is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with creditors, or has assets seized, goes into liquidation (other than for reconstruction or amalgamation), or has a receiver or administrator appointed over their assets.
21. Effects of Termination
21.1 Upon termination or expiry of these Terms, for any reason:
· The Client must pay all sums that are due and owing, which shall become immediately due upon termination.
· The provisions of Clauses 2, 3.3, 8, 9, 10, 11, 12, 13, 16, 17, 18, and 19 shall survive the expiry or termination of the agreement.
21.2 Any termination or suspension of these Terms is without prejudice to any other rights or remedies available to either party and does not affect any accrued rights or liabilities.
22. Force Majeure
22.1 The Photographer will not be liable for any failure or delay in fulfilling their obligations under these Terms due to circumstances beyond their reasonable control.
23. General
23.1 Waiver: No delay or omission in exercising any right or remedy under these Terms shall impair such right or remedy or be construed as a waiver. Any partial exercise of any right or remedy does not preclude further exercise of that right or any other right or remedy.
23.2 Assignment/Sub-contracting: Neither party may assign, transfer, delegate, or subcontract any part of their rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
23.3 Notices: Any notice under these Terms will be duly given if delivered personally, sent by prepaid post (deemed received 48 hours after posting), or sent by fax (deemed received when transmitted).
23.4 Entire Agreement and Variation: These Terms and the Estimate constitute the entire agreement between the parties regarding their subject matter.
23.5 Severability: If any part of these Terms is found to be invalid, unlawful, or unenforceable by any court or other competent authority, that part shall be severed, and the remainder will continue to be valid and enforceable to the fullest extent permitted by law.
23.6 Relationship: Nothing in these Terms shall give rise to any agency, joint venture, partnership, or employment relationship between the parties.
23.7 Third-Party Rights: These Terms are intended solely for the benefit of the parties and do not confer any rights or remedies on any other person. No third party shall have any right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.
23.8 Law and Jurisdiction: These Terms are governed by the laws of England and Wales, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.