1. APPLICATION OF TERMS
These terms and conditions will apply to all Projects undertaken by me, the Stylist, for you, the Client, and prevail over any inconsistent terms or conditions contained, or referred to, in your purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by you, or implied by law, trade custom, practice or course of dealing.
My working hours are 9am and 6pm on any Working Day including 1 hour for lunch. Any time worked outside those hours will be charged at the overtime rate of time and half per hour between 6pm and 10pm on a Working Day and double time of their daily rate per hour after 10pm and at any other time on a non-Working Day.
If I engage an Assistant for the Project their working hours will be 9am and 6pm on any Working Day including 1 hour for lunch. Any time worked outside those hours will be charged at the overtime rate of time and half per hour between 6pm and 10pm on a Working Day and double time of their daily rate per hour after 10pm and at any other time on a non-Working Day.
Prior to the shoot and during the shoot I will take account of your reasonable instructions in respect of the Project brief. If you are not present during the shoot then my interpretation of the Project brief shall be deemed acceptable to you.
Unless expressly agreed in writing between us you shall not be entitled to reject my work on the basis of styling or composition.
The Fees and Expenses agreed under the Client Commissioning Agreement will be payable regardless of whether or not you use the Material. The Advance Payment is non-refundable.
4. CANCELLATION OF SHOOT
If a confirmed shoot is cancelled or postponed for reasons outside my control I reserve the right to charge a cancellation fee consisting of a percentage of the outstanding Fees at the following rates together with all incurred Expenses:
I will provide an Estimate for the Project for Fees and Expenses that is based upon the information you have given me in the Project brief.
I will take all reasonable steps to work within the Estimate but you should allow a minimum 10% contingency budget in all cases.
Individual costs within the Estimate may vary at my discretion to enable the most effective realisation of the Project brief. Where extra expenses or time are incurred by me as a result of alterations to the Project brief by you before or during a shoot or otherwise at your request, you shall be liable to pay such extra expenses and additional fees at my normal rate.
I shall notify you if the accepted Estimate is expected to be exceeded by more than 10% or if additional days are required for preparation before the shoot.
I will issue an Advance Payment invoice which will include Expenses that I anticipate will need to be incurred in advance of the shoot. This invoice is due to be paid on the date stated in the Client Commissioning Agreement unless otherwise agreed in writing. If the invoice is not paid by the due date I reserve the right not to commence work on the Project.
Receipts for Expenses can only be provided if requested at the time the Project is confirmed and will be subject to an accountancy charge of 1.5% of total costs and fees incurred.
7. THIRD PARTY SUPPLIERS
I will notify you of any third party suppliers including but not limited to prop houses, set builders, prop makers, seamstresses, upholsterers, location agencies and assistants that I require to provide services for the shoot unless it is not practical to do so.
Engagements of third party suppliers are subject to such terms and conditions as those parties may require. I will provide their terms and conditions on request.
You shall be responsible for issuing signed purchase orders if so required to the third party suppliers and for paying the third party supplier invoices. If purchase orders are not issued or if you do not make advance payments to third party suppliers when requested this may result in additional charges being incurred.
All props and materials other than those hired or loaned from third party suppliers remain my property until you have paid all outstanding invoices in full.
8. INSURANCE AND TRANSPORTATION
I accept no liability for props hired by you directly from third party suppliers. You shall be responsible for any correspondence relating to loss or damage to items borrowed or hired by you for the Project.
You shall provide adequate packaging and transportation for all props and equipment requiring transit to the shoot.
You shall obtain insurance cover for loss or damage to my equipment, hired in equipment and props required for the shoot while in transit, before, during and after the shoot. You will provide a copy of the insurance certificate to me or a third party supplier on request.
9. COPYRIGHT AND USAGE LICENCES
I shall not be responsible for obtaining any clearances in respect of third party copyright works, trade marks, designs or other intellectual property used in relation to the shoot or any usage licence or extension unless expressly agreed in writing prior to the shoot.
You shall be responsible for obtaining usage licences for copyright artistic works created specifically for the shoot.
You are responsible for informing the Advertiser of the extent and limitations of all usage licences obtained for the inclusion of copyright artistic works in the Material.
In respect of all editorial or social media uses you shall publish my credit as set out in the Client Commissioning Agreement in reasonable proximity to all published reproductions of the Images.
Where props are provided without charge in return for a credit, the Client will procure that the third party supplier’s name and details as provided by the Stylist or third party supplier is printed on or in reasonable proximity to all published reproductions of the Images
11. PUBLICATION OF IMAGES
Upon publication of the Images and on my request you shall supply to me free of charge a high-resolution digital file, PDF format file, tearsheet or good quality hard copies of the Images in the context in which they are published.
12. USE OF THE MATERIAL FOR PROMOTIONAL PURPOSES
I am entitled to use the Material in any form and in any manner worldwide for the purpose of promoting my services, provided that in the case of unpublished Material I shall first obtain your consent, such consent not to be unreasonably withheld.
I reserve the right to use the Material for this purpose with or without the Advertiser’s branding.
In the event that you agree the Materials can be used for promotional purposes by the supplier of props, the creator of an artistic work or otherwise you are responsible for obtaining the Photographer’s written agreement for such use of the Materials.
All invoices are due on the date stated on them. I reserve 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.
You will keep confidential and will not disclose to any third parties or make use of material or documents produced by me and communicated to you in confidence for the purpose of the Project, save for the purpose of negotiating fees with third party suppliers or briefing me on the Project.
I will keep confidential and will not disclose to any third parties or make use of material or information communicated to third parties in confidence for the purposes of the Project, save as may be reasonably necessary to enable me to carry out my obligations in relation to the Project.
It shall be your sole responsibility to arrange for any third party involved in the Project to enter into any confidentiality agreement. I will not be liable for any breach of confidentiality by any third party.
You shall indemnify me and keep me and my respective officers and employees indemnified on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including 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 you to obtain third party clearances or arising out of use of the Material by you or the Advertiser outside of third parties usage licences or otherwise as a result of any breach by you or the Advertiser of these terms.
16. EXTENT OF LIABILITY
I shall not be liable to you 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 my negligence, my employees, agents or sub-contractors or otherwise) which arise out of or in connection with the shoot.
In circumstances outside my reasonable control including but not limited to illness or bereavement where I am unable to finish the Project, I will recommend a replacement Stylist subject to their availability. I shall not be liable for any additional costs which arise out of or in connection with the Stylist replacing me on the Project.
My total 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 me in relation to the relevant Project.
Notwithstanding the above, nothing in these terms excludes or limits my liability for death or personal injury caused by my negligence or that of my employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal to exclude.
I 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.
The provisions in clauses 7, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive expiry or termination.
Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party:
a) 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
b) 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.
On termination or expiry of these Terms for whatever reason you shall pay all sums due and owing at the date of termination.
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.
18. FORCE MAJEURE
I shall not be liable for any failure or delay in the performance of any of party’s obligations under these Terms caused by any circumstances beyond such party’s reasonable control.
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.
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).
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 email, in which case it shall be deemed to have been received when transmitted.
Entire Agreement and Variation: These Terms and the Estimate constitute the entire agreement between the parties with respect to their subject matter.
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.
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.
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. No person who is not a party to these Terms shall have any right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
Law and Jurisdiction: These Terms are governed by the laws of England & Wales and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England & Wales.
“Advertiser” means any client of the Client for whose benefit or use the Material is commissioned.
“Antisocial Hours” means any hours worked outside 9am and 6pm on a normal Working Day.
“Assistant” means a party engaged by the Stylist to assist the Stylist in providing styling services pursuant to a Project.
“Client” is the party commissioning the Stylist and includes the Client’s affiliates, assignees, and successors in title.
“Client Commissioning Agreement” means the agreement which is to be signed by both parties confirming the terms of the Project.
“Estimate” means any email or other document electronic or otherwise created by the Stylist setting out the Fee and Expenses for any Project.
“Expenses” means the additional incidental expenses incurred by the Stylist for a Project and may include but are not limited to fees for assistants, rental charges for props, couriers, parking, travel costs, subsistence and telephone calls.
“Fee” means the Stylist’s fee as set out in the Estimate or Client Commissioning Agreement.
“Images” means the still and/or moving images selected from the Material by the Client.
“Material” means all photographic material incorporating styling created by the Stylist pursuant to a Project and includes but is not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images.
“Project” means a commission by the Client of the Stylist for provision of the Stylist’s services prior to and at a shoot for the purpose of creating the Material.
“Stylist” means the commissioned Stylist whose details are set out in the Estimate, Client Commissioning Agreement and invoice(s) for the Project.
“Working Day” means a day that is not a Saturday or Sunday or any day that is a Bank Holiday in England.