Terms and conditions

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Photography Services in accordance with clause 5.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract: the contract between the Photographer and the Client for the supply of Photography Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client: the person or firm who purchases Photography Services from the Photographer.

Client Default: has the meaning set out in clause 4.5.

Deliverables: the deliverables set out in the Order produced by the Photographer for the Client.

Deposit: means the non-refundable deposit payable to the Photographer by the Client prior to the Photography Services commencing as set out in the Order at Schedule 1;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order: the Client's order for Photography Services as set out in Schedule 1;

Photography Services: the photography services, including the Deliverables, supplied by the Photographer to the Client as set out in the Specification.

Specification: the description or specification of the Photography Services provided by the Photographer to the Client.

Photographer: wo0 photography.

Photographer Materials: has the meaning set out in clause 4.1 (g).

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Basis of contract

2.1 The Order constitutes an offer by the Client to purchase Photography Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Photographer issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Photographer, and any descriptions or illustrations contained in the Photographer's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Photography Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Photographer shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3. Supply of photography services

3.1 The Photographer shall supply the Photography Services to the Client in accordance with the Specification in all material respects.

3.2 The Photographer shall use all reasonable endeavours to meet any performance dates specified in Schedule 1 but any such dates shall be estimates only and time shall not be of the essence for performance of the Photography Services.

3.3 The Photographer reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Photography Services, and the Photographer shall notify the Client in any such event.

3.4 The Photographer warrants to the Client that the Photography Services will be provided using reasonable care and skill.

4. Client's obligations

4.1 The Client shall:

(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b) co-operate with the Photographer in all matters relating to the Photography Services;

(c) if applicable, provide the Photographer, its employees, agents, consultants and subcontractors, with access to the Client's premises, accommodation and other facilities as reasonably required by the Photographer;

(d) provide the Photographer with such information and materials as the Photographer may reasonably require in order to supply the Photography Services, and ensure that such information is complete and accurate in all material respects;

(e) prepare the Client's premises for the supply of the Photography Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Photography Services before the date on which the Photography Services are to start;

(g) keep all materials, equipment, documents and other property of the Photographer (Photographer Materials) at the Client's premises in safe custody at its own risk, maintain the Photographer Materials in good condition until returned to the Photographer, and not dispose of or use the Photographer Materials other than in accordance with the Photographer's written instructions or authorisation.

4.2 The Client agrees that the Photographer shall utilise any content and Deliverables for marketing purposes. This may include posting on social media, creating case studies and gathering testimonials.

4.3 No credit is needed when the Client uses the Deliverables unless they are published (for example in magazines and the press), in which case the Photographer’s name must be printed on or in reasonable proximity to them.

4.4 The Photographer reserves the right to terminate any Services without notice if the Client’s behaviour is deemed unruly or unsafe. In such instances, the Photographer reserves the right to charge for all Charges and expenses.

4.5 If the Photographer's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Photographer shall have the right to suspend performance of the Photography Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Photographer's performance of any of its obligations;

(b) the Photographer shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Photographer's failure or delay to perform any of its obligations as set out in this clause 4.5; and

(c) the Client shall reimburse the Photographer on written demand for any costs or losses sustained or incurred by the Photographer arising directly or indirectly from the Client Default.

4.6 Any damage to the Photographer Materials by the Client is to be repaired at the Client's expense, in addition, the Client will be responsible for hire costs of alternative equipment or any loss of earnings whilst repairs are undertaken.

4.7 The Client acknowledges that there is no right to reject the Deliverables on the basis of style or composition.

5. Charges and payment

5.1 The Charges for the Photography Services shall be calculated on a time and materials basis and in accordance with Schedule 1.

5.2 The Client shall pay to the Photographer the Deposit prior to the Photography Services commencing and the remaining balance on completion of the Photography Services. The Client shall receive the Deliverables within approx. 14 days of completion of the Photography Services. The timescale set out in this clause is an estimate only.

5.3 The Photographer shall be entitled to charge the Client for any expenses reasonably incurred in connection with the Photography Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Photographer for the performance of the Photography Services, and for the cost of any materials.

5.4 Unless agreed otherwise in Schedule 1, the Client shall pay each invoice submitted by the Photographer:

(a) within 7 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Photographer, and

time for payment shall be of the essence of the Contract.

5.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Photographer to the Client, the Client shall, on receipt of a valid VAT invoice from the Photographer, pay to the Photographer such additional amounts in respect of VAT as are chargeable on the supply of the Photography Services at the same time as payment is due for the supply of the Photography Services.

5.6 If the Client fails to make a payment due to the Photographer under the Contract by the due date, then, without limiting the Photographer's remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All Deliverables and Intellectual Property Rights in or arising out of or in connection with the Photography Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Photographer.

6.2 Subject to clause 5, the Photographer grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Photography Services and the Deliverables in its business.

6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Client grants the Photographer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Photographer for the term of the Contract for the purpose of providing the Photography Services to the Client.

6.5 The Client grants the Photographer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Deliverables for marketing purposes to promote the business of the Photographer.

6.6 The Client shall not upload, input, submit or otherwise use the Deliverables, or any part of them, in or with any artificial intelligence or machine learning tool, platform or service (including, for example, ChatGPT, Claude, Gemini or Midjourney), whether to train it, to prompt it, to edit the Deliverables or to generate new images or content, without the Photographer’s prior written consent. Any such use is outside the licence granted in clause 6.2 and is an infringement of the Photographer’s copyright.

7. Data protection

7.1 When supplying the Photography Services to the Client, the Photographer may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Client.

7.2 The parties agree that where such processing of personal data takes place, the Client shall be the ‘data controller’ and the Photographer shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

7.3 For the avoidance of doubt, ‘Personal data’, ‘processing’, ‘data controller’, ‘data subject’ shall have the same meaning as in GDPR.

7.4 The Photographer shall only process personal data to the extent reasonably required to enable it to supply the Photography Services as mentioned in these terms and conditions or as requested by and agreed with the Client, shall not retain any personal data longer than necessary for the processing and refrain from processing any personal data for its own or for any third party’s purposes.

7.5 The Photographer shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisers, on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by the applicable legislation and/or regulations.

7.6 The Photographer shall implement and maintain technical and organisational security measures required to protect personal data processed by the Photographer on behalf of the Client.

8. Limitation of liability

8.1 The Photographer has obtained insurance cover in respect of its own legal liability. The limits and exclusions in this clause reflect the insurance cover the Photographer has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in this clause 8 shall limit the Client's payment obligations under the Contract.

8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.5 Subject to clause 8.3 (No limitation of Client's payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(c) loss of agreements or contracts.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.6 Subject to clause 8.4, the Photographer's total liability to the Client shall not exceed £10,000 in aggregate.

8.7 The Photographer has given commitments as to compliance of the Photography Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Client notifies the Photographer that it intends to make a claim in respect of an event within the notice period, the Photographer shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.9 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 In the event the Photography Services are cancelled or postponed by the Client, the Photographer reserves the right to charge a cancellation fee as set out in Schedule 1.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, the Photographer may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment. In this event, the Photographer may delete all Deliverables.

9.4 Without affecting any other right or remedy available to it, the Photographer may suspend the supply of Photography Services under the Contract or any other contract between the Client and the Photographer if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client is in breach of any obligation under this agreement.

10. Consequences of termination

10.1 On termination of the Contract:

(a) the Client shall immediately pay to the Photographer all of the Photographer's outstanding unpaid invoices and interest and, in respect of Photography Services supplied but for which no invoice has been submitted, the Photographer shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of the Photographer Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Photographer may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) The Photographer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Force Majeure. The supply of Deliverables and Services are provided by the Photographer on a best endeavours basis. The Photographer will not be liable for delays that are beyond its reasonable control. The Photographer shall use reasonable endeavours to meet agreed deadlines where applicable. The Photographer shall not be liable for any delays in meeting any of its obligations which were due to causes beyond reasonable control including but not limited to; postage/courier/lab delays, war/acts of terrorism, riots, government legislation, industrial action, adverse weather conditions, floods, fire, loss or damage in transit.

11.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.8, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1: The Order

Charges

Price does not include hair, make up, wardrobe, props, or any location costs

Payment terms

Payment in advance

Overtime rate

£500 per hour

Cancellation fee

Worked out on a case-by-case basis.

Additional obligations

Travel time: the first hour is free, then £35 an hour.

Travel costs, such as the congestion charge and parking, are paid by the Client.

Extra edited photos £75 each