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Terms and Conditions

These are industry standard terms and conditions for Cornelia Frost Brand Photographer. Updated August 2024.

STANDARD TERMS & CONDITIONS OF BUSINESS

1. Application of Terms

1.1 These terms and conditions will:

1.1.1  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 

1.1.2  prevail over any inconsistent terms or conditions contained, referred to, in Client's purchase order, confirmation of order, acceptance of Estimate,    or specification or other document supplied by the 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. "Licenced Images" means the still and/or moving images selected from the Material and as specified in the Estimate as to be licenced for the 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 and or any other type of physical or electronic material recording either still or moving images. "Shoot Duration" means the number of confirmed days/hours 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 and Wales. "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

3.1 Estimates provided by the Photographer are based upon the information provided by 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.

3.3 Estimates shall specify the number and characteristics of Licenced Images which the Client shall be entitled to use and the media and territories in      and durations for which they may be used and these shall be the terms of the Usage Licence unless otherwise agreed in writing. The Client is                          responsible for checking the Estimate to ensure that it provides for all requirements including but not limited to post production, high resolution                files, the correct usage licences and all technical specifications for the licenced Images.

3.4 Unless otherwise agreed in writing the Client's agreement of shoot date(s) shall be deemed to be acceptance of the Estimate.

3.5 If no B.U.R. has been stated, it will be equivalent to the Photographer's day shoot fee.

4. Times of Shoot

4. 1 The times for the photoshoot are as stated in Estimate. The Client shall arrive at the first location 30 mins before the stipulated time of the                        photoshoot to ensure all preparations required by the Client have been done e.g. wardrobe change, props, etc.

4. 2 Where the Professional Make-Up Artist has been booked for the photoshoot, the Client needs to ensure to arrive 1.30 hours before the stipulated           time of the photoshoot to ensure make-up can be completed timeously and requires the Client to ensure all other preparations have been done e.g.          wardrobe, accessories, props, etc.

4. 3 The duration of the photoshoot will include the travelling time between locations, wardrobe changes, make-up retouch, etc.

4.4 If for whatever reason the photoshoot is not completed in the time stated, the Photographer reserves the rights to charge the Client an overtime rate  of £250 per 30 minutes required to complete the photoshoot.

5. Overtime and Antisocial Hours

5.1 A normal day is up to 8 hours (including 1 hour for lunch) between 9am and 5am 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 with a              minimum start of £250 per 30 minutes or as otherwise negotiated between the Parties.

5.3 Additional fees for crew, facilities and any other third parties required to work Antisocial Hours shall be as set out in their standard terms or                    otherwise negotiated.

6. Grace Period to take Shoot

6.1 The client is given a period of 6 months in which to have the photoshoot completed.

6.2 This grace period of 6 months starts from the date the booking fee has been paid.

6.3 If the Client does not complete the photoshoot within the 6 months period, the Client shall forfeit the shoot.

6.4 No refunds shall be payable to the Client.

6.5 Any outstanding fees, incurred fees for preparation of the photoshoot, recce, etc. shall be due on presentation of invoice.

6.6 To book a new acceptable date, all the fees will be due for a new photoshoot and a new contract has to be signed.

7. Extra Costs

7.1  Unless otherwise stated in the Estimate, the following costs are not included with the price of the photoshoot:

  • Any Traveling Costs

  • Accommodation Costs

  • Rental costs of any space for the use for the photoshoot

  • Make-Up Artist

  • Hair Styling

  • Wardrobe Styling

  • Retouching for deep edit of photographs

  • Costs of props

  • Costs of any rental of any equipment/props

  • Rental of any wardrobe requirements

  • Additional crew and any other third party contractors

  • Any extras required on request by the Client

7.2 These costs shall be quoted in advance of the shoot and are for the account of the Client and payable by the Client.

8. Exact Dates of Balances Due

8.1 The booking fees is payable on establishing the confirmed or provisional date for the photography shoot.

8.2 The balance of the fees is due 14 days BEFORE the confirmed or provisional date for the photoshoot (whichever is soonest).

8.3 All expenses, production, all extra costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on                presentation.

8.4 The Photographer reserves the right to suspend services if fees due are not paid on time.

8.5 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.

8.6 If there is a delay of one month or more between the 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.

9. Cancellation

9.1 Where a confirmed shoot is cancelled by the Photographer, the shoot will be re-booked for a mutually agreeable date.

9.2 Where the Client cancels the shoot will be re-booked for a mutually agreeable date.

9.3 No refunds shall be payable to the Client.

10. Conduct of the Shoot

10.1 The Photographer shall be granted artistic license regarding location, poses and dress and will use judgment as to the number of images taken          within the chosen Assignment.

10.2 Images (including video), taken during the shoot will be at the discretion of the Photographer although requests by the Client will be taken into          consideration.

10.3 The shoot will be conducted during the Date but due to a variety of lighting conditions, colour may alter throughout the set of images taken.

10.4 Any directional instruction for specific positioning or posing will be discussed with the Client who shall assume the risk when following such                instructions.

11. Acceptance and Delivery

11.1 After completion of the shoot the Photographer will deliver the Material to the Client as soon as reasonably practicable and estimated to between 5  and 10 working days depending on current workload.

11.2 Subject to any previously agreed deadlines for post-production work the Photographer will carry out any such work required as soon as reasonably  practicable but cannot guarantee urgent turnaround.

11.3 Unless expressly agreed in writing between the Parties the Client shall not be entitled to reject the Material on the basis of style or composition.

12. Accelerated Delivery of Images

12.1 In the event the Client required the edited images sooner than the delivery period stated in Clause 11.1, the Client has the option to pay an                      accelerated delivery charge.

12.2 This charge will depend on the number of photographs required but shall start from £300 payable immediately on delivery of invoice for                          accelerated delivery before any editing shall proceed.

13. Editing of Photographs

13.1 The photographs shall be edited in the style of the photographer and will include only a light edit for example: changes in contrast, exposure,              highlights, etc. 

13.2 Any extensive retouching such as removal of skin blemishes, wrinkles, etc. shall be done by a Retoucher which will be outsourced by the                          photographer and will be for the account of the Client.

14. Quality of Photographs

14.1 All photographs shall be provided to the Client in digital format and will be of high resolution suitable for any printed marketing material.

14.2 The Client will also be provided with all the photographs in low resolution suitable for and prepared for use across social media platforms.

15. Copyright and Usage Licences

15.1 The entire copyright and all similar rights throughout the world in all the Material and ownership of all the physical materials created by or for the      Photographer shall vest in and always be retained by the Photographer.

15.2 The Photographer grants to the Client the right to use the Licenced images on the express terms of the Usage License.

15.3 The Usage Licence commences from the data of delivery of photographs to the Client.

15.4 The Client has the usage of the Licenced Images for the express use on social media platforms, social media content, website use, profile images on  social media platforms and any marketing printed material for the express use of marketing and building the Client's brand.

15.5 The Client shall not use the Licenced Images for any other usage as specified above without the written consent of the Photographer.

15.6 The Client shall not manipulate any Licenced Image or make use of only part of the individual image without prior written permission by the                Photographer.

15.7 The Client may not use the Licenced Images in relation to any additional products or services not specified in the Usage License.

15.8 Any licence to use the Licenced Images shall automatically be revoked if the Client or Advertiser becomes insolvent or is put into receivership or is      subject to any of the matters set out in clause 20.1.2 below.

16. Credits

The Client shall procure that the Photographer's name is printed on or in reasonable proximity to all published reproductions of the Licensed Images.

17. Exclusivity

17.1 All Usage Licences granted by the Photographer to the Client shall be exclusive to the Client.

17.2 The Client grants to the Photographer the right to use the Material for the purposes of promotion of the Photographer's business after the Material    has been delivered to the Client.

17.3 Subject to clause 17.5, 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.

17.4 After expiry of the exclusivity period the Photographer shall make such use of the Material including the Licences Images as he/she sees fit.

17.5 Nothing in this clause 17 shall prevents 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. The Photographer                  reserves the right to use the Material for this purpose or other material in which the Material is incorporated.

18. Third Party Rights

18.1 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.

18.2 Estimated model fees cover modelling time only and the Client shall be responsible for clearing model usage unless otherwise stated on the                Estimate.

18.3 Items created specifically for the shoot shall remain the property of their creator unless agreed otherwise.

18.4 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.

19. Additional/Extended Usage

19.1 The Fee is based on the Usage Licence as specified in the Estimate. Any additional or extended use (including for the avoidance of doubt the use of    individual still frames from licensed moving image footage) will attract an additional fee which must be agreed by the Photographer in advance.

19.2 Any estimates of additional or extended usage licence fees provided to the Client are valid for a period of three months from the date of the                    estimate only (unless otherwise notified in writing).

19.3 The Client acknowledges that such estimates do not include provision for any third party rights which are the responsibility of the Client pursuant  to clause 17 above.

19.4 The Client shall procure that the Advertiser requests any necessary extended or additional usage licence(s).

19.5 Any extended or additional use made without permission shall attract an additional fee.

20. Storage of Material

20.1 The Client shall ensure that it takes appropriate steps to keep safe an exact digital copy of all Material supplied. The Photographer will not be responsible for archiving any Material unless by prior agreement with the Client.

20.2 Save for the purposes of the Usage Licence including clauses 15, 16, 17, 18, 19 above the Material may not be stored in any electronic medium or transmitted to any third party, including for the avoidance of doubt any associated or brand office of the Client, without the written permission of the Photographer.

20.3 Upon publication of the Licenced Images or any of them and on the Photographer's request the Client shall supply to the Photographer free of charge a high-resolution digital file, PDF format file or good quality hard copies of the Licenced Images in the context in which they are published.

21. Payments

21.1  All expenses, production, all extra costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on              presentation.

21.2 The Photographer reserves the right to suspend services if fees due are not paid on time.

21.3 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.

21.4 If there is a delay of one month or more between the 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.

21.5 Usage License 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.

21.6 All payments are due in pounds sterling unless expressly stated otherwise.

22. Expenses

22.1 All expenses figures provided in advance of a shoot are estimates only and the Client should allow a minimum of 10% contingency budget in all            cases. All estimated costs are stated exclusive of VAT.

22.2 The Photographer will endeavour to work within the agreed cost estimates, but individual costs within the Estimate may vary at his/her discretion    to enable the most effective realisation of the brief.

22.3 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.

22.4 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 be liable to pay such extra expenses and additional fees at the Photographer's normal rate.

23. Return of Materials

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.

24. Indemnity

The Client indemnifies the Photographer and representatives of the Photographer continuously against all liabilities, claims, costs, damages and expenses claimed (including legal costs) or license 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 outside of the Usage Licence or otherwise as a result of any breach by the Client of these terms.

25. Extent of Liability

25.1 The Photographer shall not be liable to the Client for any loss of profit, loss of contracts, loss of business or for any indirect consequential loss or        damage or other claims for whatever reason which arise from or in connection with the shoot.

25.2 The Photographer's maximum liability shall be limited to the total amount of fees paid to the Photographer in relation to the relevant Assignment.

25.3 Notwithstanding the above, the Photographer shall be liable for death or personal injury caused by the Photographer's negligence, fraudulent            statement or any matter which would be illegal to exclude.

26. Confidentiality

26.1 The Photographer shall keep confidential all matters pertaining to the Assignment except where reasonably necessary to enable the Photographer    to carry out obligations in relation to the Assignment.

26.2 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.

26.3 The Photographer will not be liable for any breach of confidentiality by any third party.

27. Termination

27.1 Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party:

27.1.1 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

27.1.2 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.

28. Effects of Termination

28.1 On termination or expiry of these Terms for whatever reason:

28.1.1 The Client shall pay all sums due and owing the date of which will be automatically accelerated to the date of termination.

28.1.2 The provisions of Clauses 2, 3.3, 15, 16, 17, 18, 19, 20, 23, 24, 25, and 26 shall survive expiry or termination.

28.2 Any termination and/or suspension of these Terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder    or at law and shall not affect any accrued rights or liabilities of either party.

29. Force Majeure

The Photographer shall not be liable for any failure or delay in the performance of any of the obligations under these terms shall be construed as a waiver of the terms.

30. Waiver and Variation

No delay or omission by either party, whether partial or in full, in exercising any right or remedy under these terms shall be construed as a waiver of the terms.

31. Severability

If any part of this Terms and Conditions is found by any competent authority to be invalid, unlawful or unenforceable then such part may be severed from the Terms and Conditions and the remainder shall continue to be invalid and enforceable to the fullest extent permitted by law.

32. Third Party Rights

No person who is not party to these Terms and Conditions shall have any right to enforce any of these terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

33. Law and Jurisdiction

These Terms are governed by the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Cornelia Frost Brand Photographer 2024

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