PHOTOGRAPHY AGREEMENT FOR MEET ME AT THE WILD EDGE

Images :
We will grant to You a Usage Licence, in the terms set out below, in relation to the images/ video to be produced by Us (the Material):

✦ 10 edited high-resolution images of your choice from a fully edited gallery of 20 within 7 working days of your shoot.
✦ Option to purchase the full collection of 20 images (£125 inc VAT)

All material:
✦ will be fully edited, in line with the portfolio on Our website
✦ in the case of images, will be delivered in JPEG format, in high resolution 12” x 8” at 300dpi 
✦ In the case of video, will be delivered in landscape format at 1080p
✦ (in the case of images) will be accessible for download by You via a bespoke online gallery within 7 working days of the shoot
✦ (in the case of video) will be accessible for download via bespoke GoogleDrive folder within 14 working days of the shoot
✦ must be downloaded by You within 7 working days of receiving the link to the online gallery
✦ is Your responsibility, from the point of Us uploading it to the relevant gallery or folder (including but not limited to the responsibility to take and maintain multiple backups)
✦ may be erased from the online gallery by Us after the expiry of 7 working days from the date of uploading, without further notice to You 

Usage licence:
We shall retain the copyright in all Images and/ or Video in accordance with Clause 7 of the attached Standard Terms of Engagement.

Subject to payment by You of the Fees in full, We shall grant to You an exclusive Usage Licence to use the Images/ Videos, in accordance with the terms set out below and in Clause 7 of the attached Standard Terms of Engagement.


The Usage Licence shall:


✦ apply worldwide
✦ be used only for Your commercial purposes, which may include reprinting the Material, uploading it to Your website or social media channels (the Purpose), and for no other purpose
✦ be of unlimited duration
✦ permit You to sub-licence the Material to third parties in connection with Purpose and for no other purpose
✦ not be transferable or sub-licensable to any other third party or person without Our written consent in advance

Fees:
You agree to pay to Us the following Fees:
✦ £125 inc VAT

Note that:
✦ Overtime Fees before or after the scheduled shoot times are charged at the rate of £200 per half hour.
✦ Fees and Expenses are based on the information provided by You at the time of booking.
✦ Fees and Expenses may be subject to change if that information or Your requirements should change and/ or We are required to provide additional Services (including but not limited to providing additional post-processing services such as Photoshop).
✦ Any change in Fees will be advised to you in writing in advance.
✦ We reserve the right to charge a cancellation or postponement fee if you postpone or cancel a booking (see ‘Postponements and Cancellations’ below).
 
Payment terms
All Fees and Expenses referred to in this Agreement are payable in full, and in advance at time of booking, on entry into this Agreement.
Any additional Fees or Postponement Fees which are due under this Agreement shall be payable immediately on presentation of the relevant invoice. 
 
Limited-Time Offer Clause:

This session is offered as a limited-time promotional experience. By booking, the you acknowledge that this offering falls outside the scope of standard service terms. All bookings are final and non-refundable. Once a time slot has been secured and payment received, no cancellations, rescheduling or refunds will be permitted under this agreement.

Service of notices:
The following email addresses shall be used for the service of any notice under the Agreement:
✦ Rebecca Douglas Ltd:  hello@rebeccadouglas.co.uk
✦ Client email: as provided by you at time of booking  



Terms and conditions: 
This Agreement incorporates Our Standard Terms of Engagement, which are attached.  By signing this Agreement, You acknowledge that You have read those Standard Terms of Engagement and agree to be legally bound by this Agreement and the said Standard Terms of Engagement incorporated into them.

STANDARD TERMS & CONDITIONS OF ENGAGEMENT

Background


These Standard Terms & Conditions, together with any documents referred to therein, set out the terms under which Rebecca Douglas Ltd (We/ Us Our) will provide Our photography and / or videography services to You, the client.  Please read these Standard Terms & Conditions carefully and ensure that you understand them before agreeing to engage Us to provide services to you.  If you do not agree to be bound by these Standard Terms & Conditions, you will not be able to engage Us to provide services to you.


1. Definitions and interpretations
In these Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:


“Agreement” means the photography or videography services agreement between You and Us pursuant to which We shall provide the Services on the terms set out in these Standard Terms & Conditions;


“Confidential Information” means information which is confidential in nature and which is disclosed to either party by the other party pursuant to or in connection with the Agreement (whether orally or in writing, and whether or not the information is expressly stated to be confidential or marked as such);

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation, (ii) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (UK GDPR), and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party including the UK GDPR; the Data Protection Act 2018 (DPA 2018) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications);


“Material” means the images and/ or videos created by Us in the course of providing the Services, as set out in the Agreement;


“Intellectual Property Rights” means:


(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights (including but not limited to the right to extract or exploit information from a database),  know-how, rights in designs, inventions and processes;


(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);


(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist in any part of the world; and


(d) the right to sue for past infringements of any of the foregoing rights;


“Fees” means the fees payable for the Services set out in the Agreement, or such other Fees as the parties may agree in writing from time to time;


“Required Information” means such information concerning You, the photography subject(s), Your business, products, services and activities as We may required in order to provide the Services, together with any information which may affect the conduct of the shoot or Our ability to provide the Services in accordance with Our usual practice;

“Services” means the services to be provided by Us as set out in the Agreement (together with such other services as You and We may agree in writing from time to time).


2. Our obligations
2.1. We shall provide the Services set out in the Agreement, together with such other services as You and We may agree from time to time in writing, subject to Your agreement to pay any additional fees in respect of those additional services.


2.2. We shall provide the Services to You with reasonable skill and care, commensurate with prevailing standards in the photography industry in the United Kingdom.


2.3. Dates agreed for the delivery of the Services and any Material are estimates only, and are subject to change (including but not limited to delays caused by circumstances beyond Our control).  Accordingly, time for performance by Us shall not be of the essence of the Agreement.


2.4 We shall make every effort to fulfil your requirements as regards the Material you have requested, including those set out in the shot list (if provided) to the best of Our ability. However, the nature of photography, particularly outdoors, is inherently unpredictable, and therefore We cannot guarantee that any specific image, background, lighting condition, or group arrangement will be captured. Factors beyond Our control, including but not limited to weather conditions, location restrictions, available light, the subjects’ cooperation and conduct and unforeseen circumstances, may limit or dictate the content of the Material. 


2.5. You acknowledge and agree that Our work, and the work of Our photographer, is artistic and subjective. You understand that Our photographer has a certain creative style and You undertake to give them the creative freedom in executing images and/ or videos in accordance with their style and judgement.


2.6. Whilst We will endeavour to accommodate Your requested shots, preferences, or themes, You acknowledge that such requests are not binding instructions but guides for Us and Our photographer. The realisation of specific shot requests cannot be guaranteed and shall not constitute a breach of this Agreement by Us. Our judgement regarding the selection of the Material delivered shall be final.


2.7. You shall not be entitled to reject the Material on the basis of style, composition, or any other ground referred to in Clauses 2.4 – 2.6, and hereby release Us from any liability in relation thereto.


2.8. We make no guarantees, warranties or representations with regard to the results of Your use of any of the Material under the Usage Licence, including but not limited to any use of the Material in your PR, marketing or branding.  
3. Your obligations


3.1. You shall cooperate with Us in all matters relating to the provision of the Services under the Agreement, including but not limited to:
3.1.1.  providing Us with the Required Information in a timely manner, and ensure that it is accurate and complete;


3.1.2. keeping us informed of any changes to the Required Information, or any matters which may affect the conduct of the shoot or Our ability to provide the Services in accordance with Our usual practice or the requirements of Our insurers;


3.1.3.  obtaining and maintaining all necessary licences, permissions, permits and consents which may be required for Us to provide the Services;


3.1.4 complying with Your obligations in relation to the planning and conduct of shoots as set out in Clause 4;


3.1.5 communicating with Us, Our photographer and their assistant in a respectful and courteous manner at all times.


3.2. You are responsible for ensuring that the Services and the Material specified in the Agreement is suitable for Your requirements, including but not limited to the number and characteristics of the Material set out therein, the terms of the Usage Licence and any requirements as to post-production, file resolution, usage or technical specifications.  You will be responsible for any additional fees due to changes to the Services or Material required by You after entry into the Agreement.


3.3. Any third party suppliers (including but not limited to models) shall enter into a direct agreement with You on terms negotiated by You and the said third party supplier(s).  You shall be responsible for paying any such third party fees.  We shall not be responsible for, or liable in respect of, the performance, fees or expenses of any such third party supplier.


3.4. You shall be responsible for obtaining any clearances in respect of any third party copyright works, trademarks, designs or other intellectual property used in connection with the shoot.


3.5. You must ensure that You take appropriate steps to secure and maintain at least two (2) digital backups or copies, in separate locations, of all Material supplied under this Agreement for the full duration of the Usage Licence and any extended licence period.  We will delete Material uploaded to the digital gallery or folder in accordance with the timeline set out in the Agreement, and shall not be responsible for maintaining any backups or copies.


3.6. Save for the purposes of the Usage Licence set out in the Agreement, You shall not be entitled to store the Material or transmit it to any third party without our express written permission in advance.


3.7. You agree that We shall not be liable for any delay in the provision of the Services or Material that may result from your delay or failure to comply with any of Your obligations under the Agreement.  You agree to indemnify Us for any costs or losses incurred by Us as a result of any such default or failure on Your part.


4. Planning and conduct of shoots


4.1. You shall provide us with all such information, access and co-operation as We may require to plan and conduct the shoot and provide the Services.


4.2. You undertake to research, obtain and pay for any permits, permissions or licences that may be required for the shoot, in good time before the shoot date, and to provide evidence of this to Us on request for the purposes of Our insurance.  If You do not obtain the necessary permits, permissions or licences, the shoot will be cancelled and You will be liable for the cancellation fees set out in the Agreement.  There is no entitlement for You to postpone or reschedule the shoot to a later date.


4.3. If You and We agree that the shoot shall take place outdoors, at night or in a natural setting:
4.3.1.  You acknowledge the inherent risks of photography or videography sessions in these settings, including uneven terrain, natural hazards, decreased visibility and weather conditions.  By proceeding with a shoot in these locations or settings, You accept these risks;


4.3.2.  You are solely responsible for Your own safety, wearing appropriate attire including footwear, and adhering to Our guidance.  By proceeding with a shoot in these locations or settings, You accept these responsibilities; and


4.3.3.  We are not liable for any loss or damage caused by the condition or safety of outdoor, natural locations or for shooting at night, or for Your actions;  


4.3.4. We but not You may (in the exercise of Our sole discretion) postpone or modify the shoot for the reasons referred to in Clauses 4.3.1 – 4.3.3 above, and You agree to comply with our decisions in this regard.  


4.4 You undertake to provide a collaborative, safe and supportive working environment for Our photographer before, during and after the shoot.  This obligation includes, but is not limited to:
4.4.1. ensuring that We are provided with all information necessary to prepare for the shoot and provide the Services and Material in accordance with the Agreement;


4.4.2. ensuring that We, Our photographer and any assistant are not subject to any harassment (sexual or otherwise), bullying, intimidation or coercion at the shoot itself, or otherwise in the course of providing the Services or Material;


4.4.3. ensuring that We, Our photographer and any assistant are not subject to any discrimination on grounds of age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex and sexual orientation at the shoot itself, or otherwise in the course of providing the Services or Material.


4.5. If You choose to consume alcohol, legal drugs, or other substances before or during the shoot, You do so at their own risk. We will not be held responsible for any incidents, injuries, or impairments that arise from the consumption of such substances. We reserve the right to discontinue the shoot if Your behaviour does or may compromise the safety, professionalism, or productivity of the shoot or Our ability to provide the Services.  In such circumstances, there will be no refund of Fees or Expenses, and We shall not be obliged to postpone or reschedule the Session.


4.6. In the event that We, Our photographer or assistant encounter the conduct referred to in Clauses 4.3 to 4.5 at any time during the term of the Agreement, We shall be entitled to terminate the Agreement immediately.  You shall not be entitled to a refund of Fees paid or to access or licence any Material. 


4.7. If We have agreed to use drones as part of a shoot, You understand that We may only do so:
4.7.1. within the terms of the UK CAA regulations and the restrictions of our commercial drone insurance cover; 


4.7.2. if, in the exercise of Our sole discretion, weather and air space access permit on the shoot date;


4.7.3. if the relevant landowner has given permission for Our drone to take off and land.  You will cooperate fully with Us to obtain this permission in good time before the shoot date, and agree to meet any associated fees or expenses;


4.7.4. if drone use is permitted under the relevant byelaws, regulations or other restrictions in place at the shoot location and on the shoot date.  You will provide us with Your full cooperation to ascertain whether drone use is so permitted and agree to meet any associated fees or expenses.


4.8. If You and We have agreed that the shoot will involve You and/ or Us being in or under water, then You: 
4.8.1. acknowledge the inherent risks of photography or videography sessions in and around water, and by proceeding You accept these risks;


4.8.2. are solely responsible for Your own safety and welfare in and around water.  By proceeding with a shoot in and around water, and following any suggestions We may make around photo composition, You warrant that You and the subject(s) are able to swim well in the shoot conditions, and will not undertake any activity which is or may be beyond Your or their capability in and around water.  We and Our photographer do not hold lifeguard or lifesaving qualifications and accept no responsibility for Your safety;


4.8.3. will comply with Our instructions at all times in and around water, including any instructions dictated by the limitations of our insurance;


4.8.4. understand that shooting in or around water may not be safe or possible, depending on weather, tides and other factors beyond Our control, and that the final decision as to whether shooting in or around water will be possible on the shoot day is Ours alone.


4.9. We are not liable for the condition or safety of outdoor or natural locations or for shooting at night or in or around water, or for Your actions.  We may postpone or modify the shoot for safety reasons at any time, and You agree to comply with our decisions in this regard.


4.10. You hereby release and indemnify Us and Our photographer from any losses, claims, damages or costs arising from Your actions or participation in the shoot, except in cases of Our negligence or willful misconduct, including liability to third parties.  


5. Shoot locations outside the United Kingdom 


5.1. In relation to any shoot which You have booked to take place outside the UK:
5.1.1.  You undertake to apply, in good time, for any visas, permits, permissions, carnets for equipment and/ or consents on Our behalf which may be required for Our photographer to provide the Services at the international shoot location;


5.1.2.  alternatively, if We have agreed to apply for any visa in connection with travel to an agreed international shoot location, You undertake to provide timely assistance to Us and to Our photographer to apply for any visa, carnet or work permit required to travel and provide the Services in the agreed shoot location;


5.1.3.  You will share only such personal data relating to Our photographer with the relevant authorities as is necessary to obtain the visas, permits, permissions, carnets and/ or consents referred to in Clause 5.1.1.  You must share all relevant applications forms and supporting documents with Us in advance of their submission for Our review, and obtain Our advance consent to their submission;


5.1.4. You shall keep Us fully informed at all times of the progress of the application(s) referred to in Clause 5.1.1;


5.1.5. You undertake to reimburse Us for any additional or unforeseen expenses not dealt with elsewhere in the Agreement, which We may incur as a result of undertaking international travel connected with a shoot.  This includes, but is not limited to, any additional expenses which are incurred by Us as a result of shoot overruns, flight cancellations or delays or other unforeseen events.


5.2.  In the event that any visa, permit, permission, carnet or consent necessary for Us to provide the Services in not obtained or facilitated by You in time for Our photographer to travel, in accordance with Clause 5.1, the shoot shall be cancelled and You shall be liable for the full cancellation fees set out in the Agreement.


6. Fees and expenses


6.1. In consideration for Our agreement to provide the Services, You shall pay to Us the Fees set out in the Agreement, in accordance with the payment terms set out in the Agreement.  All Fees are payable in advance on entry into the Agreement  (unless specified otherwise in the Agreement).  The Fees are payable regardless of whether You actually use the Material licensed to You under the Agreement.


6.2.   The Fees set out in the Agreement may be subject to change where:
6.2.1.  Your requirements change or extra time or expenses are incurred as a result of Your actions or requests;


6.2.2.  You and We agree that We shall provide additional services to the Services set out in the Agreement (including but not limited to additional post-production services);


6.2.3. We provide the Services for additional hours on the shoot day(s) beyond those provided for in the Agreement, with any such overtime being chargeable at the overtime rates set out in the Agreement.


6.3.  Any estimate of fees included in any proposal submitted by Us in connection with the Services are estimates only, and are subject to change.


6.4. Unless otherwise stated, the Fees do not include location hire fees, shoot permit fees, visa or work permit fees, carnets for transporting equipment abroad, accommodation or travel,  and any administration charges to apply for these and any other fees or expenses beyond the shoot Fees. 


6.5. You shall reimburse Us for:
6.5.1.  the agreed Expenses set out in the Agreement, which are payable in advance; and


6.5.2. any other expenses incurred in the performance of Our obligations under the Agreement, which shall be billed in arrears.  Such other expenses shall only be supported by evidence of payment of the expenses if agreed by You and Us in writing before those expenses are incurred.


6.6. All Fees payable under the Agreement shall be exclusive of value added tax.


6.7.  We reserve the right:
6.7.1. to charge interest on any overdue sums at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date for payment until payment is made in full; 


6.7.2. to reclaim from You the costs of recovering any overdue sums together with interest under Clause 6.7.1 above; and / or


6.7.3. to suspend provision of the Services or access to the Material, or terminate the Agreement for non-payment, in accordance with Clause 14 below.


6.8. You shall not be entitled to withhold, for any reason, any payments due to Us under the Agreement.


7. Intellectual property rights


7.1. The entire copyright and other Intellectual Property Rights subsisting in Material throughout the world shall at all times remain Our property, and shall at no time be assigned to You.  Nothing in this Clause 7.1 shall prevent Us from using the Material for the purposes set out in Clause 12, or for any other purpose on expiry of the Usage Licence.  


7.2. Upon payment of the Fees and Expenses in full, We shall grant to You the right to use the Materials on the express terms of the Usage Licence set out in the Agreement.  The Usage Licence shall be exclusive to You unless we agree otherwise in writing.


7.3. No use of the Material may be made before payment in full without Our express permission in writing.  


7.4. Usage by You of the Material under the Usage Licence is limited to the purposes set out in the Agreement only, and You shall not manipulate or alter the Material or make use of only part of any image or video without Our prior written consent.


7.5. Any Usage Licence shall be revoked automatically if the Fees and Expenses set out in the Agreement or otherwise agreed by the parties are not paid in full, if You breach the terms of the Usage Licence, or if any of the events in Clause 17 shall occur.


7.6. If the Material contains a third-party’s business name, logo, trademark, copyrighted works, designs or other Intellectual Property, You must obtain the necessary licence or other written consent to use the said Intellectual Property. We are not responsible or liable for Your use of any Materials which contain a third party’s Intellectual Property.


7.7. If the Usage Licence in the Agreement is time-limited, within 30 days of expiry of the Usage Licence, the Material must be returned to Us in good condition, and any digital files of the Material stored by You or on Your behalf must be deleted.


8. Indemnity


8.1. You shall indemnify Us against all liabilities, claims, costs and expenses which We may incur and which arise from any claim for infringement of third party Intellectual Property Rights or failure by You to obtain third party clearances, permits, permissions, consents, carnets or visas, or arising out of any use of the Material by You or on our behalf, or otherwise as a result of any breach by You or on Your behalf of any of the terms of the Agreement.


9. Confidentiality


9.1. We shall keep confidential and will not disclose to any third party or use any Confidential Information, save as may be reasonably necessary to enable us to provide the Services and the Material under the Agreement.


9.2. It shall be Your responsibility to ensure that any third party involved in the Services or the shoot shall enter into a direct confidentiality agreement with You.  We shall not be liable for any breach of confidentiality by any third party.


10. Additional or extended usage licence


10.1. The Fees are based on the Usage Licence specified in the Agreement.  Any additional or extended use will attract additional fees, which must be agreed with Us in writing, in advance.


10.2. Any estimates of additional or extended usage licence fees provided to You are valid for a period of three (3) months from the date of the estimate only, unless otherwise notified to You in writing.


10.3. Any additional or extended use of the Material made without Our permission, whether by You or on Your behalf, will attract an additional fee.


10.4. Unless otherwise agreed by You and Us in writing, any additional or extended use of the Material will be subject to the terms of the Agreement.


11. Unauthorised use of images


11.1. We shall not be responsible or liable for any use, reproduction, or distribution of any Material by any third party which is not authorised by Us. 


11.2. If any such unauthorised use of any Material by a third party is brought to our attention, We will use reasonable endeavours to assist You in stopping such unauthorised use. This assistance may include notifying the unauthorised user of their infringement, demanding the immediate cessation of the unauthorised use, and, if necessary, initiating legal action, at Your expense. Our obligation to assist under this clause is contingent upon You providing timely and sufficient notice of the unauthorised use and cooperating fully with Us in any efforts undertaken to halt the unauthorised use.


11.3. You acknowledge that Our ability to control or stop unauthorised third-party use of the Material is limited and that Our efforts under this clause shall not be construed as a guarantee or assurance that such unauthorised use can be halted completely. You agree that under no circumstances shall We be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with such unauthorised use.


12. Credit and publicity


12.1. You undertake to ensure, in respect of all editorial uses and otherwise, that ‘Rebecca Douglas Photography’ is printed on or in reasonable proximity to all published reproductions of the Material, and that Our social media channels are tagged on social media posts containing the Material.


12.2. By entering into the Agreement, You consent to us using the Material in any form and in any manner worldwide for the purpose of promoting Our services, and to Us using Your name and logo for the said purposes only and for no other purpose.  This use will include but is not limited to the inclusion of the Material on Our website, in blogs, on social media and in books and magazines. 


12.3. If You have engaged Our Services for private or domestic (as opposed to commercial or business) purposes, You agree to waive on moral rights You may have to privacy in the Material, and consent to Us using the Material for the purposes of marketing Our services, unless You and We agree otherwise in writing. 


13. Use of Artificial Intelligence (AI)


13.1. You consent to Us using ImagenAI or other AI software at Our discretion to provide basic editing services before We edit images manually.


13.2. We reserve the right to use the Material in any manner for the purposes of training machine learning or other AI technologies to generate imagery or other output types.  You shall have no such rights to use AI technology in relation to the Material, which use is expressly excluded from the Usage Licence.


14. Termination


14.1. The Agreement may be terminated immediately by written notice in the following circumstances:
14.1.1.  any sum owing from You to Us is not paid in accordance with the payment terms set out in the Agreement;


14.1.2. either party commits a material breach of the Agreement and fails to remedy it within seven (7) days after being given written notice of the breach by the other party;


14.1.3. any other event occurs which entitles Us to terminate the Agreement, as set out in the Agreement or these Standard Terms;


14.1.4. a receiver is appointed in respect of any of Your property or assets, or You make a voluntary arrangement with Your creditors or become subject to an administration order (within the meaning of the Insolvency Act 1986), become bankrupt or go into liquidation; or


14.1.5. either party ceases, or threatens to cease, to carry on business.


15. Effects of termination


Upon the termination or expiry of the Agreement for any reason:


15.1. any sum due from You under the Agreement shall become immediately due and payable, which sums shall include any as yet unbilled work carried out by Us as at the date of termination;


15.2. each party shall immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other party and shall at the other party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control;


15.3. all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;


15.4. termination shall not affect any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or in respect of any breach of the Agreement which existed at or before the date of termination; and


15.5. save as provided in this Clause 15 and except in respect of any accrued rights, neither party shall be under any further obligation to the other.


16. Limitation of liability and Indemnity


16.1.  Nothing in this Clause 16 seeks to exclude or limit Our liability for death or personal injury caused by Our negligence or that of Our photographer, or for any other loss or damage which cannot be excluded or limited by law.


16.2. We and Our photographer shall not be liable to You for any of the following in connection with the Agreement: loss of profit,  loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and / or any other direct, special, economic or consequential loss or damages.  


16.3. We and Our photographer shall not be liable to You for any loss arising from delay in the provision of the Services or the Materials, howsoever caused.  Time shall not be of the essence in relation to the provision of the Services or the Materials.


16.4.  Without prejudice to the generality of Clause 16.3, We and Our photographer shall not be liable for any loss arising in relation to any delay or non-delivery or reliance of Material by or on the electronic system used by Us to provide You with access to the Material, or for any viruses, errors or other defects contained in the Materials.


16.5. We and Our photographer shall not be liable in relation to the conduct of, or services to be provided by, any third party suppliers engaged by You to provide services in connection with the shoot. 


16.6. Our total liability to You in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of Fees paid by You for that part of the Services that directly gives rise to the said liability.


16.7. We hereby disclaim any warranties, conditions or other terms relating to the Services which may be implied, including as to merchantability, quality, fitness for purpose or non-infringement, to the fullest extent permitted by law.


17. Force majeure and events outside our control


We shall be liable to You for any failure or delay in performing Our obligations where such failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure or other failure of technology or equipment, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action, inclement weather, travel disruption or any other event that is beyond Our reasonable control.


18. Data protection


18.1. All personal information that You and We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and data subjects’ rights under the Data Protection Legislation.  For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of data subjects’ rights and how to exercise them, and personal data sharing (where applicable), please refer to the Our Privacy Policy, which is available on Our website and/ or on request.


18.2. You acknowledge that photography and videography, by their nature, involve Us collecting Your sensitive and special category data in the Material. By entering into the Agreement, You consent to the collection, storage and use of such sensitive and special category data in accordance with the Data Protection Legislation and Our Privacy Policy.


18.3. You must ensure that any personal data You provide to Us in connection with the Agreement is lawful and is in compliance with the Data Protection Legislation, and that all necessary consents from the relevant data subjects have been obtained.


19. Variation


No variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of You and Us.


20. No waiver


No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.


21. Further assurance


You and We shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.


22. Assignment, subcontracting and third party rights


22.1. You may not assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations under the Agreement without Our written consent in advance.




22.2. We may assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of Our rights under the Agreement.  We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors.


22.3. Subject to the above provisions of this Clause 22, the Agreement shall continue and be binding on the parties’ transferees, successors and assigns, as required.


22.4. No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement, save that Our photographer shall be entitled to rely on the limitations and exclusions of liability in Clause 16.


23. Notices


All notices under this Agreement shall be in writing, and shall be sent by email to the email address specified in the Agreement.


24. Entire agreement


24.1. The Agreement contains the entire agreement between You and Us with respect to its subject matter and supersedes and extinguishes all previous agreements, assurances, warranties, representations and understandings between You and Us with respect to its subject matter.


24.2. You and We acknowledge that, in entering into the Agreement, You and We do not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Agreement, and shall have no remedies in respect thereof.


25. Severance


In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement.  The remainder of the Agreement shall be valid and enforceable.


25. Severance


In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement.  The remainder of the Agreement shall be valid and enforceable.


26. Law and jurisdiction


26.1. The Agreement including these Standard Terms shall be governed by, and construed in accordance with, the laws of England and Wales.


26.2. Any dispute, controversy or claim between the parties relating to the Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.