Terms & Conditions
1. APPLICATION OF TERMS
(1.1) These terms and conditions will: (1.1.1) apply to all Assignments undertaken by the Agent and/or Agent’s Artists for
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, 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
“Agent” means Artist’s appointed agent whose details are set out in the invoice(s) for an Assignment. “Assignment” means
a commission by Client of Artist for provision of Artist’s services at a shoot for the purpose of creating the Material and
negotiated through Agent and whether invoiced to Client by Agent. “Advertiser” means any client of Client for whose
benefit or use material is commissioned. “Client” is the party commissioning an Artist via Agent and includes Client’s
affiliates, assignees, and successors in title. “Estimate” means any email or other document electronic or otherwise created
by Agent and setting out the Fee and expenses for any Assignment along with information as to Usage Licences. “Fee”
means Artist's fees as set out in the Estimate. “B.S.F.” means Base Shoot Fee and is the figure that applies to Artist's
physical time on set. “Material” means all photographic and moving image material featuring the Artist's likeness
pursuant to an Assignment. “Shoot Duration” means the number of confirmed days of a shoot whether undertaken
consecutively or in separate parts and includes all shoot, travel, 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.
3. OVERTIME AND ANTISOCIAL HOURS
(3.1) A normal day is up to 9 hours (including 1 hour for lunch) between 9am and 6pm on any Working Day. (3.2) Any
hours worked outside a normal day (“Antisocial Hours”) will incur additional overtime fees for the Artist. (3.3) Artist’s
additional hourly overtime fees are: (3.3.1) Between 6pm and 10pm on a Working Day: 1.5 x Artist’s agreed hourly fee
calculated with regards to Artist's B.S.F. ; and (3.3.2) Between 10pm and 9am on any day and at any other time on a non-
Working Day: 2 x Artist’s agreed hourly fee calculated with regards to Artist's B.S.F. (3.4) Private transport will be provided at
Client's expense to return Artist to their residence in the event that the wrap time on set goes beyond 9pm or following a
shoot outside of Normal Working Day.
4. CANCELLATION OF SHOOT
(4.1) If a confirmed shoot is cancelled or postponed for reasons outside the control of Artist (including unsuitable
weather / light), Artist reserves the right to charge a cancellation fee at the following rates together with all incurred
expenses:
On Shoot Duration of two days or less: (4.1.1) cancellation on 2 Working Days notice or less: 100% of Fee + all expenses;
or (4.1.2) on 3 to 6 Working Days notice: 50% of Fee + all expenses. On Shoot Duration in excess of 2 days and on notice
equivalent to: (4.1.3) the Shoot Duration or less: 100% of Fee + all expenses; or (4.1.4) more than the Shoot Duration but
not more than twice the Shoot Duration: 50% of Fee + all expenses.
5. COPYRIGHT & USAGE LICENCES
(5.1) Client is responsible for informing Advertiser of the extent and limitations of all Usage Licences. (5.2) Upon payment
in full of both the Fee and expenses for an Assignment Artist grants to Client the right to use their likeness in Licensed
Images on the express terms of the Usage Licence. No use may be made before payment in full without the Agent’s express
agreement in writing. (5.3) Provided that Client has paid in full all invoices relating to the Assignment the period of use
specified in the Usage Licence commences from the date of first use or 6 months after the shoot date, whichever is sooner
(unless otherwise agreed). (5.4) The Client shall not manipulate the likeness of the Artist in any Licensed Photograph
without the prior written permission of the Artist. (5.5) Client may only sub-license the right to use the Licensed Images to
the disclosed Advertiser as agreed by Agent and strictly on the terms of the Usage Licence. (5.6) Neither Client nor Advertiser
may use the Licensed Images in relation to any additional products or services not specified in the Usage Licence. (5.7) Any
licence to use the Licensed Images shall automatically be revoked if payment in full of both the Fee and expenses for an
Assignment is not received by the due date specified in the relevant invoices or 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.
6. ADDITIONAL/EXTENDED USAGE
(6.1) The Fee is based on the Usage Licence as specified in the initial Agreement between Agent and Client in writing. 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 Agent in advance. (6.2) Any estimates of additional or
extended usage licence fees provided to Client are valid for a period of three months from the date of the estimate only
(unless otherwise notified in writing). (6.3) Client acknowledges that such estimates do not include provision for any third
party rights which are the responsibility of Client pursuant to clause 12 below. (6.4) Client shall procure that Advertiser
requests any necessary extended or additional usage licence(s). (6.5) Any extended or additional use made without
permission shall attract an enhanced fee at the maximum percentage stated in the APA re-usage guidelines.
7. EXCLUSIVITY
(7.1) Nothing in this clause shall prevent thge Artist or Agent 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 and those of his/her Agent, provided that in the case of unpublished Material the Artist shall
first obtain the Photographer and Client’s consent, such consent not to be unreasonably withheld. The Artist and Agent
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.
8. CREDITS
(8.1) In respect of all editorial uses and posts made on any social media platform and otherwise as additionally stated in
the Estimate Client shall procure that Artist and/or Agent’s Company name is printed on or in reasonable proximity to all
published reproductions of the Licensed Images.
9. PAYMENTS
(9.1) All invoices must be paid within 30 days of the date of issue. Agent 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. (9.2) Usage Licence and any third party fees negotiated by Agent on behalf of the Artist are payable
regardless of whether Licensed Images are in fact used by Client or Advertiser. (9.3) All payments are due in pounds sterling
unless expressly stated otherwise.
10. EXPENSES
(10.1) All expenses figures provided in advance of a shoot are estimates only and Client should allow a minimum 10%
contingency budget in all cases. All estimated costs are stated exclusive of VAT. (10.2) Artist will endeavour to work within the
agreed cost estimate, but individual costs within the Estimate may vary at his/her discretion. (10.3) Receipts for expenses can
only be provided if requested prior to shoot confirmation. (10.4) Where extra expenses or time are incurred by Agent as a
result of alterations to the original brief by Client, or otherwise at its request, Client shall be liable to pay such extra expenses
and additional fees at Agenct’s normal rate.
11. INDEMNITY
(11.1) Client shall indemnify Artist and Agent and keep them and their respective officers and employees indemnified on a
continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including reasonable and
direct 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 Client to obtain third party clearances or arising out of use of the Material by Client or
Advertiser outside of the Usage Licence or otherwise as a result of any breach by Client or Advertiser of these terms.
12. EXTENT OF LIABILITY
(12.1) Artist and Agent shall not be liable to 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 Artist, Agent, Agent’s employees, or sub-contractors or otherwise) which arise out of or in connection with
the shoot. (12.2) Artist’s and Agent’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 Photographer in relation to the relevant Assignment. (12.3) Artist and Agent hereby disclaim 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. (12.4)
Agent shall not be responsible for the acts or omissions of Artist.
13. CONFIDENTIALITY
(13.1) Artist and Agent 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
Artist and/or Agent to carry out their obligations in relation to the Assignment. (13.2) It shall be the sole responsibility of
Client to arrange for any third party involved in the Assignment to enter into any confidentiality agreement. (13.3) Neither
Artist nor Agent will be liable for any breach of confidentiality by any third party.
14. TERMINATION
(14.1) Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party:
(14.1.1) 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 (14.1.2) 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.
15. EFFECTS OF TERMINATION
(15.1) On termination or expiry of these Terms for whatever reason: (15.1.1) Client shall pay all sums due and owing the date
of which will be automatically accelerated to the date of termination. (15.1.2) The provisions of Clauses 2, 3.3, 7, 8, 10, 11,
15, 17, 18 and 19 shall survive expiry or termination. (15.2) 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.
16. FORCE MAJEURE
(16.1) Neither Artist nor Agent shall be liable for any failure or delay in the performance of any of such party’s obligations
under these Terms caused by any circumstances beyond such party’s reasonable control.
17. GENERAL
(17.1) Waiver: No delay or omission by a party in exercising any right or remedy under these Terms shall operate to impair
such right or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right or remedy shall not
preclude any further exercise or the exercise of any other right or remedy. (17.2) Assignment / Sub-contracting: Neither party
shall be entitled to assign, transfer, 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). (17.3)
Notices: Any notice under these Terms shall be duly given if: (a) delivered personally; or (b) sent by pre-paid post, in which
case it shall be deemed to have been received 48 hours after posting; or (c) sent by fax, in which case it shall be deemed to
have been received when transmitted. (17.4) Entire Agreement and Variation: These Terms and the Estimate constitute the
entire agreement between the parties with respect to their subject matter. (17.5) Severability: If any part of these Terms is found
by any court or other competent 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. (17.6)
Relationship: Nothing in these Terms shall be construed so as to give rise to any agency, joint venture, partnership or
relationship of employer and employee between the parties. (17.7) Third Party Rights: The provisions of these Terms are for
the benefit of the parties and are not intended to confer upon any person except the parties any rights or remedies hereunder.