RACCOON LONDON TERMS & CONDITIONS OF BUSINESS
1) DEFINITIONS. For the purposes of this agreement the ‘’Client” is the party commissioning the ‘’Photographer’’ or purchasing a usage licence via the Agent. For the purposes of this agreement the “Client” shall, where the context so admits, include their respective assignees, sub licensees and successors in title. The “Advertiser” is the party on whose behalf the Client is commissioning the Imagery or purchasing a usage licence. “Product/Service” is the particular product or service that the Imagery will be used to promote/endorse. “Agent” means the Photographer’s appointed Agent whose details are set out in the Estimate and Invoice. “Imagery” means all material furnished by the Photographer, whether electronic or physical i.e. transparencies, negatives or prints, still or moving image. ‘’Fees’’ means Photographer’s Fees as set out in the Estimate and Invoice. “Expenses’’ means any costs necessary to produce the images aside from Fees. “Estimate’’ means any document prepared by the Agent setting out the Fees and Expenses necessary to produce the shoot. ‘’Invoice’’ means the document prepared by the Agent invoicing the Fees and reconciled Expenses. “Usage Licence’’ is the licence granting specific reproduction rights to the Photographs and outlined in the Estimate. “Days” referred to are working days and up to 9 hours. “Shoot Duration” includes all shoot, travel, casting, recce, weather or other preproduction days. “The Shoot” is defined as the number of confirmed days whether the job is undertaken as a whole or in separate parts.
2) APPLICATION OF TERMS. These terms and conditions will prevail over any varying terms or conditions in Clients purchase order or other document supplied by the Client or Client’s third parties, or implied by law, trade custom or course of dealing.
3) COPYRIGHT AND OWNERSHIP OF MATERIALS. The entire copyright in the Imagery including ownership of all materials is retained by the Photographer at all times throughout the world. Fees are based on a Usage Licence specified on the Estimate. In the absence of such a licence having been specified in writing, there is no usage granted whatsoever. Changes to the Usage Licence required must be negotiated with the Agent. For the period specified the Usage Licence is granted exclusively, aside from the Photographer’s and the Agent’s self promotional purposes. Where Imagery is stored electronically, it must be erased at the conclusion of the agreed usage period. A digital file including Imagery in context of use must be supplied upon request by the Photographer or the Agent.
4) USAGE. The Usage Licence comes into effect from the date of full payment of the relevant invoice(s). The period of usage commences from date of first use (or 6 months after shoot date, whichever is sooner). No use may be made of the Imagery before payment in full of the relevant invoices(s) without the Agent’s express permission. Any permission, which may be given for prior use, will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation. Where use is restricted in the Usage Licence, permission to use the Imagery for other purposes will normally be granted upon full payment of a further fee, to be agreed with the Agent. If specified the Usage Licence only applies to the Product/Service of the Advertiser as stated on the Estimate and Invoice and it’s benefit shall not be assigned to any third party without the Agent’s permission. Accordingly, even where any form of ‘All Media Licence’ is granted, the Agent’s permission must be obtained before any use of the Imagery for other purposes e.g. use in relation to another product or sub licencing through a photo library. Note: An agreement must be reached with the Agent in writing before the Imagery is used for other purposes. All further Licences in respect of the Photographs will be subject to these terms and conditions. Any estimates of usage fees to the Client are valid for a period of six months only from the estimate date for photographers Fees and also subject to third party terms which may vary- e.g. models. We reserve the right to renegotiate these fees after this period has expired. Any unauthorised use of the Imagery by the Client, beyond the usage constraints agreed with us, will be subject to further usage fees. The Photographer and the Agent retain the right in all cases to use the Imagery at any time (unless an embargo is agreed with Client at time of confirming the job) for the purposes of promoting his/her work, this includes but is not limited to the photographers printed portfolios, all online usage (including websites, blogs, social media by photographer, the Agent plus external sites) awards and printed editorial in magazines and books. After the exclusivity period indicated in the Usage Licence the Photographer shall be entitled to use and licence others to use the Photographs for any purposes. Fees negotiated for any further uses licenced will not be conditional on the exercise of the further rights granted and will be payable when invoiced. Any usage extensions must be negotiated with the Agent.
5) INDEMNITY. The Photographer and the Agent shall only be responsible for obtaining clearance in respect of third party copyright works, trademarks, designs or other intellectual property if this has been expressly agreed in writing before the shoot. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Photographer and the Agent against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
6) PAYMENT. All figures provided are estimates and not a quotation, therefore allow 10% contingency budget. All estimated costs are VAT exclusive. Expenses and production costs to be paid in advance of the Shoot or on demand whichever is applicable. Terms of payment are immediate on invoices for expenses in advance and 30 days from date of all other invoices. All Fees for the right to use Imagery once agreed are payable irrespective of whether the usage is appropriated or not. We reserve the right to charge 2% interest per month (or part thereof) on amounts overdue. Should there be more than a 2 month delay until first shoot date from any initial preparation or preproduction, unless otherwise agreed, fees and expenses for such preproduction will be invoiced and payable. Should Client request receipts and invoices from shoot expenses a fee may be charged by the Agent, third parties and/or Photographer in accordance with time spent meeting this request.
7) ESTIMATES. Estimates for Imagery provided by the Agent at the Client’s request are based upon the information provided by Client for the purpose of providing the estimate. Changes to the specific requirements may result in changed to the estimate. The Client is responsible for checking the Estimate to ensure all requirements are included including but not limited to post production, hires files, usage licences and technical specifications for Imagery.
8) CONTINGENCY EXPENSES. Where extra Expenses or time are incurred by the Photographer or crew as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall be liable to pay such extra Expenses or Fees at an agreed rate in addition to that which has been estimated.
9) OVERTIME. A working day is up to 9 hours and any hours worked beyond this will incur overtime fees for Photographer and all third parties including crew and facilities.
10) ANTISOCIAL HOURS. A normal working day is 9 a.m. until 6 p.m. and any time before or after these hours may be classed as anti social hours. Photographer’s fees after 6 p.m. but before 10 p.m. will be 1. 5 times the photographers agreed daily fee including usage. Photographer’s fees after 10 p.m. and up until 8 a.m. will be charged at twice the photographers agreed daily fee including usage. Third party fees will be as their terms impose.
11) REJECTION. If a party acting on behalf of the Client is not present during the shoot then the Photographers interpretation of the brief is deemed acceptable to the Client. Unless stated in writing on the day of the Shoot, there is no right to reject on the basis of style or composition or any other reason not made clear from the onset for the purposes of the Estimate unless otherwise agreed in writing.
12) CANCELLATION/POSTPONEMENT/RESHOOT. If a confirmed Shoot is cancelled, postponed or it is necessary to reshoot for reasons outside the control of the Photographer (including but not limited to unsuitable weather / light), the following Fees plus Expenses in all cases are applicable: On Shoots of two days duration or less, cancellation within 2 days notice = 100% of fees plus expenses incurred. Between 3 & 6 days notice = 75% fees plus expenses incurred. 7 days notice and over = 25% fees plus expenses incurred. On Shoots in excess of 2 days duration, cancellation within the number of Shoot days or less =100% of fees plus expenses incurred, within twice the number of Shoot days = 75% fees plus expenses incurred, in excess of twice the number of Shoot days 25% fees plus expenses incurred.13) POST PRODUCTION. Delivery of high-resolution retouched files may be subject to the availability of the Photographer unless previously arranged and sufficient notice given.
14) RIGHT TO CREDIT. The photographer must be credited on all editorial uses and in other cases if stated on the estimate.
15) LIABILITY. Photographer’s liability in any case is limited to professional fees, which have been agreed. The Photographer or the 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 that arise out of or in connection with the Shoot.
16) THIRD PARTIES. Bookings of all third party suppliers are subject to such terms and conditions as these parties may impose- available on request. Model fees estimated cover modelling time and usage as stated on Estimate. The Photographer or the Agent takes no liability for model fees incurred due to additional usage of images above and beyond the usage stated on final Invoice. It is the Clients responsibility to contact models/model agents directly unless otherwise agreed.
17) CONFIDENTIALITY. It shall be the sole responsibility of the Client to arrange for the Photographer, the plus any third party involved to enter into any confidentiality agreement. The Photographer or the Agent cannot be held liable for any breach of confidentiality by any third party.
18) APPLICABLE LAW. This agreement shall be governed by the laws of England & Wales and are subject to the exclusive jurisdiction of the English Courts, to whom all parties submit.
19) VARIATION. These Terms and Conditions shall not be varied except by agreement in writing.