Standard terms for photographic and video production related services are stated below (project or contract specific terms may be more detailed and will always override any standard terms stated):
Booking Fees
1.1 The Charges for the Services shall be on a time and materials basis unless otherwise notified to the Customer by the Company (Neon Squared Studios Limited), and:
(a) The Charges shall be calculated in accordance with the Company’s standard fee rates, and will be set out in the Specification and/or any other medium through which the Company notifies the Customer in writing; and
(b) For the avoidance of doubt, the Company reserves the right to fix the prices for the provision of the Services; and
(c) The Company shall be entitled to charge an overtime rate as a percentage of the standard fee rate, on a pro-rata basis, for each part day or for any time worked by individuals, whom it engages on the Services outside regular working hours. There is a 20 minutes grace period, after which overtime fees will begin to be charged; and
(d) The Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses*, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
*Any time spent by the photographer travelling to or from a Customer’s venue will be charged at half the hourly rate. This applies to any travel outside of a five-mile radius of Haggerston Station.
1.2 The Company reserves the right to increase its standard fee rates at any time. The Company will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Company in writing within 1 week of the date of the Company’s notice.
Payment Terms
2.1 The Customer shall pay each invoice submitted by the Company:
(a) Within 30 days of the date of the invoice, unless agreed in writing and in advance; and
(b) In full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
2.2 Failure to pay each invoice within 30 days of the date of invoice will attract an initial late payment fee of £30.00.
If the invoice remains unpaid for a further period of 7 days, the Company reserves its statutory right to add interest on the outstanding balance, as entitled under the Late Payment of Commercial Debts Act 1998.
Late payment fees represent the additional time spent pursuing overdue invoices.
2.3 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
2.4 Where applicable and relevant, all amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax (VAT) chargeable.
Use
The license to Use only comes into effect once payment of the invoice has been made. No use of the images may be made until full and final payment, including any late payment charges that may have been levied. Permission may be granted for image use before payment, where agreed.
Rejection
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing. In such event, the full invoiced amount will be payable.
Intellectual Property Rights
5.1 Save as set out in clause 5.4 below, all Intellectual Property Rights in or arising out of or in connection with the Services, shall be owned by the Company unless otherwise expressly stated in this Agreement.
5.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Company giving licence to use such rights, for the relevant fee.
5.3 All Company Materials are the exclusive property of the Company.
5.4 The Company (in so far as it is able) hereby assigns to the Customer all its rights, title and interest in and to the images to include (but not be limited to) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the images whether occurring before, on, or after the Delivery Date.
5.5 Subject to the assignment set out in clause 5.4 above, the Customer hereby grants to the Company a royalty-free, irrevocable and perpetual non-exclusive licence to use the images for business promotion and marketing activities and such other purposes as the parties agree from time to time.
5.6 For the avoidance of doubt, the Customer acknowledges that all trades marks and associated branding of the Company (including but not limited to logos) belong to the Company, and the Customer has no rights (unless expressly authorised in writing by the Company) to use, apply or alter any such trade marks and associated branding of the Company.
Also reference Trademarks – 11.
5.7 All Intellectual Property Rights and all other rights in the Customer Materials shall be owned by the Customer. The Customer hereby licenses all such rights to the Company free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Company to provide the Services as is envisaged by the parties.
Booking and Cancellation
6.1 In order to secure a booking, the Customer will be required to complete a booking form, on receipt of which the Company will send an email confirmation. The booking will then be considered as Confirmed.
Once confirmed, the Company will not accept any other work from other Customer’s for the confirmed times and dates.
6.2 If a confirmed booking is subsequently cancelled, a cancellation fee will be charged to the Customer according to the following schedule:
(a) When a Customer cancels a confirmed booking within 3 business days of any confirmed date, an administration fee of £25.00 (Excl. VAT) will be charged.
(b) When a Customer cancels a booking with less than 3 days business of any confirmed date, a fee of 20% of the booked time rate will be charged.
(c) The Customer will be charged for any expenses already incurred by the Company, in addition to the cancellation fee.
Cancellations and rescheduling must be in writing.
Data Storage
The Company will retain digital images created on behalf of the Customer until such time as the Project to which those images relate has been completed. After Project completion digital images will be stored for a minimum period of 90 days. At the expiry of this period the Company will, at its discretion, delete all / any images which are not the subject of any ongoing image management service or system provided by the Company on the Customer’s behalf.
Force Majeure
Neither party will be liable for failure to perform as a result of events or causes beyond their control such as fire, explosion, Act of God, picket, strike, and adverse weather.
Confidentiality
Each party shall not use, copy, share, or sell, the data and business information of the other party, except as required by law. Both parties agree not to divulge to any other person, or make use of for own purposes, any confidential Company or Customer information that may have been disclosed during the course of the agreement.
Data Protection
All parties will conform to the requirements of the relevant UK Data Protection Legislation and not disclose personal information to any third party, except in accordance with such UK Data Protection Legislation.
Trademarks
Neon Squared Studios Limited (NSS), the NSS logo, and any other product or service name or slogan contained in the Site are trademarks of NSS and its suppliers or licensers, and may not be copied, imitated or used, in whole or in part, without the prior written permission of NSS or the applicable trademark holder. You may not use metatags or any other “hidden text” utilising “Neon Squared Studios” or any other name, trademark or product or service name of NSS without our prior written permission.
In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade address of NSS and may not be copied, imitated or used, in whole or in part,without our prior written permission. All other trademarks, registered trademarks, product names and Company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or otherinformation, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Use of the Neon Squared Studios Limited Website
You may not use the Site or the Neon Squared Studios Limited (NSS) Content for any purpose not related to your business with NSS. You are specifically prohibited from:
a) Downloading, copying or re-transmitting any or all of the Site or the NSS Content without, or in violation of, a written license or agreement with NSS; and
b) Using any data mining, robots or similar data gathering or extraction methods; and
c) Manipulating or otherwise displaying the Site or the NSS Content by using framing or similar navigational processes; and
d) Selling, licensing, leasing or in any way commercialising the Site or the NSS Content without specific written authorisation from NSS; and
e) Using the Site or the NSS Content other than for its intended purpose. Such unauthorised use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United Kingdom or the country in which you reside.
Indemnity
13.1
(a) It is the Customer who must satisfy himself/herself/itself that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items predicted within any works are obtained. The Customer shall indemnify the Company against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
(b) It is acknowledged that the Company gives no warranty or undertaking that any such rights, releases or consents are or will be obtained in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture.
The Company shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot.
If so expressly agreed, the Company agrees to indemnify the Customer against all expenses, damages, claims and legal costs arising out of any failure by the Company to obtain such clearances for which they were responsible.
13.2 The Company will not be liable for:
(a) Loss of business, use, profit, anticipated profit, contracts, revenues, and goodwill or anticipated savings;
(b) Product recall costs;
(c) Failure by the model to attend a booking for whatever reason;
(d) Damage to the Customer’s reputation or
(e) Consequential, special or indirect loss or damage.
14.2 Personal Accident – Any directions issued to the Customer, their guests or employees during a photographic shoot/event are deemed to be at the person’s own risk. The Company’s photographer cannot be held responsible for any personal accidents during a photographic shoot.
Products Shipping, Return Shipping
15.1 The shipping of products to and from the Company is the sole financial and physical responsibility of the Customer.
15.2 The Company will not be held responsible for damaged goods in the shipping process.
15.3 Return shipping is optional and at the Customer expense. Payment for return shipment is billed separately and returned at cost, in the same manner and with the same shipping service unless otherwise specified in the notes.
15.4 An invoice for the return shipping will be sent and once paid, the shipment will be made.
15.5 The Customer assumes full risk of loss or damage to or arising from materials furnished by the Customer hereunder and warrants that said materials are adequately insured against loss, damage or liability. The Customer shall indemnify the Company against all claims, liability, damages, and expenses incurred by the Company in connection with any claim arising out of the use of said materials hereunder.
Variations
These Terms and Conditions are valid at time of booking and are subject to variation. Customer will be notified of any variations prior to booking.
Applicable Law
This agreement is governed by the laws of England and Wales.
