1. APPLICATION OF TERMS

These Terms & Conditions:

• Apply to all Assignments undertaken by the Photographer (Christopher “Kit” Oates) or his employees/contractors for the Client.
• Apply to all Usage Licences and any extended/additional Usage Licences relating to those Assignments.
• Prevail over any Client terms contained in purchase orders, confirmations, written specifications, or implied by law.

 

2. DEFINITIONS

“Photographer”
The commissioned Photographer as stated in the Estimate/invoice.

“Assignment”
A commission for photographic services carried out for the Client.

“Advertiser”
Any client of the Client for whose benefit the Material is commissioned.

“Client”
The party commissioning the Photographer, including affiliates/assignees/successors.

“Estimate”
An email/document outlining Fees, expenses, and Usage Licence terms.

“Fee”
The Photographer’s charges as stated in the Estimate.

“Licensed Images”
Selected still/moving images specified in the Estimate for licensed usage.

“Material”
All photographic material created by the Photographer.

“Shoot Duration”
Total confirmed days of shooting (including travel, prep, recce).

“Usage Licence”
The licence described in Clause 3.3 and Clause 9.

“Working Day”
Any weekday not including weekends or bank holidays in England.

“B.U.R.” (Base Usage Rate)
A reference figure for calculating additional usage fees.

 

3. ESTIMATES

• Estimates are based on information provided by the Client.
• Any changes to the Assignment before/during the shoot may increase Fees/expenses.
• Estimates specify Licensed Images, usage terms, durations, media, and territories.
• Client must ensure Estimate includes all required usage and technical specifications.
• Agreement of the shoot date = automatic acceptance of the Estimate.
• If no B.U.R is stated, it equals the Photographer’s day shoot fee.

 

4. CONDUCT OF THE SHOOT

• Shoot dates are mutually agreed.
• Photographer will follow the Client’s reasonable instructions.
• All shot lists must be confirmed via email, brief, or on-set.
• If Client is absent, Photographer’s interpretation is deemed correct.

 

5. OVERTIME & ANTISOCIAL HOURS

Standard Day:
• Up to 8 hours (or 9 with 1-hour lunch), 9am–5pm.

Half Day:
• Up to 4 hours.

Overtime:
• Hours beyond standard day incur additional charges.
• Crew/facilities overtime applies per their terms.
• Antisocial hours not applicable for evening assignments under 6 hours.

 

6. CANCELLATION OF SHOOT

If Shoot Duration is 2 days or less:
• Less than 7 working days: 100% Fee + expenses
• 7–14 working days: 75% Fee + expenses
• More than 14 days: 50% Fee + expenses

If Shoot Duration exceeds 2 days:
• Notice ≤ duration: 100% Fee + expenses
• Notice > duration but ≤ 2× duration: 75% Fee + expenses
• Notice > 2× duration: 50% Fee + expenses

Regular clients may reschedule for a 50% fee (subject to availability).

 

7. ACCEPTANCE & DELIVERY

• Photographer will deliver Material promptly for Client selection.
• Post-production will be completed as soon as reasonably possible.
• Client cannot reject Material based on style/composition unless agreed.

 

8. STORAGE OF MATERIAL

• Client must safely store an exact digital copy of all delivered Material.
• Photographer is not responsible for archiving unless agreed.
• Material may not be shared/stored/ transmitted without written permission.
• Upon publication, Client must provide high-resolution copies of Licensed Images.

 

9. COPYRIGHT & USAGE LICENCES

• Copyright in all Material always remains with Social Photographer Ltd.
• Usage Licence starts only after full payment of all invoices.
• No use permitted before full payment.
• Use is limited to Licensed Images as delivered (no manipulation allowed).
• Client may only sub-license to the disclosed Advertiser.
• Unapproved additional use is prohibited.
• Usage automatically revokes if payment is late or Client becomes insolvent.
• Standard usage included:
– 2 years
– Internal/website, Press, PR
– One country only

 

10. ADDITIONAL / EXTENDED USAGE

• Additional usage requires additional fees.
• Usage estimates valid for 3 months.
• Client responsible for third-party rights clearance.
• Unapproved extended use will incur extra fees.

 

11. EXCLUSIVITY

• Usage Licences are exclusive for 3 months unless otherwise agreed.
• Photographer will not license Material elsewhere for 2 years after shoot/usage expiry (whichever is later).
• Photographer may use Material for self-promotion anytime (with reasonable consent for unpublished work).

 

12. THIRD PARTY RIGHTS

• Third-party suppliers (models, etc.) operate under their own terms.
• Model fees cover time only; Client must secure model usage rights.
• Photographer is not responsible for clearing third-party copyrights.

 

13. CREDITS

• Editorial use must credit the Photographer.

Online:
Credit: social-photographer.com

Social Media:
@socialphotographerLDN

 

14. PAYMENTS

• Production costs/expenses must be paid in advance.
• All other invoices due within 30 days.
• Late payments incur statutory interest.
• Usage Licence fees are payable even if images are unused.
• Payments in foreign currency incur 3% conversion fee.
• Client responsible for VAT or local taxes.

 

15. EXPENSES

• Expense estimates require a 10% contingency.
• Travel is billed separately (£50 inside M25, £200 outside).
• Providing receipts incurs a 1.5% accountancy charge (£250–£600).
• Changes to brief may incur additional expenses/fees.
• Expenses > £1000 must be paid in advance.

 

16. RETURN OF MATERIALS

• All Material must be returned within 30 days of licence expiry.
• Digital copies must be deleted upon request.

 

17. INDEMNITY

• Client indemnifies Photographer against claims arising from:
– Failure to obtain third-party clearances
– Usage outside the Usage Licence
– Breach of Terms

 

18. EXTENT OF LIABILITY

• Photographer not liable for:
– Loss of profit
– Loss of business
– Indirect or consequential damages
• Maximum liability = total Fees paid.
• Excludes liability for death, injury, fraud, or illegality.

 

19. CONFIDENTIALITY

• Photographer will keep all Assignment information confidential.
• Client responsible for third-party confidentiality agreements.

 

20. TERMINATION

Either party may terminate immediately if the other:
• Commits a material breach and fails to remedy within 30 days, or
• Becomes insolvent, bankrupt, liquidated, or subject to asset seizure.

 

21. EFFECTS OF TERMINATION

• All outstanding fees become immediately payable.
• Clauses 2, 3.3, 8, 9, 10, 11, 12, 13, 16, 17, 18, and 19 survive termination.
• Rights accrued prior to termination remain enforceable.

 

22. FORCE MAJEURE

• Photographer is not liable for delays/failures caused by circumstances outside reasonable control.

 

23. GENERAL

Waiver:
No delay/omission affects rights or remedies.

Assignment:
No party may assign or subcontract without written consent.

Notices:
Can be delivered personally, by post (48 hours), or by fax.

Entire Agreement:
Estimate + these Terms = full agreement.

Severability:
Invalid clauses do not affect remainder.

Relationship:
No partnership, joint venture, or employment created.

Third Party Rights:
Only the parties have enforceable rights (per Contracts Act 1999).

Law & Jurisdiction:
England & Wales law applies.