BATER +
STREET

Thank you for dedicating time to thoroughly review these terms and conditions. Should there be any aspects that require clarification or if you believe that additional clauses are necessary to fulfill the requisites of your commission, please feel free to reach out. Your understanding and satisfaction are of utmost importance to us.

Payment terms require settlement within 30 days from the issue date on the invoice. Please be aware that the License to use will only be formally activated once we have received the full payment.

All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones applicable.  Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer.  Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so. When a Client’s policy is not to rely on email confirmations, hardcopy paperwork must be supplied, if none is provided, then the email traffic will constitute a contract in law 

1. DEFINITIONS. 

“Photographer/Videographer” refers to the commissioned professional, whose details are outlined in the Estimate and invoice(s) for an Assignment, responsible for capturing both still images and video footage.

“Assignment” denotes a commission by the Client, engaging the Photographer/Videographer to provide their services during a shoot, with the aim of creating the Material.

“Advertiser” is defined as any client of the Client who will benefit from or utilize the Material.

“Client” represents the party commissioning the Photographer/Videographer, encompassing the Client’s affiliates, assignees, and successors in title.

“Estimate” is a document, whether in email form or other electronic or non-electronic formats, prepared by the Photographer/Videographer. It details the Fee, expenses, and information related to Usage Licences for a specific Assignment.

“Fee” is the agreed-upon remuneration for the Photographer/Videographer, as stipulated in the Estimate.

“Licensed Material” includes selected still images and video footage from the Material, as specified in the Estimate, and is to be licensed for use in accordance with these Terms.

“Material” encompasses all photographic and video content created by the Photographer/Videographer as part of an Assignment. This includes, but is not limited to, transparencies, negatives, prints, digital files, video footage, or any other form of physical or electronic material recording still or moving images.

“Shoot Duration” refers to the total confirmed time allocated for a shoot, which can occur consecutively or in separate segments. This encompasses all days dedicated to shooting, travel, reconnaissance, preparation, or test sessions.

“Usage Licence” is a permit that authorizes the use of the Licensed Material.

2. ESTIMATES  (a) The Photographer/Videographer will present the Client with a quote at the time of booking, offering an estimated cost for creative fees and associated expenses, all based upon the details provided by the Client. (b) Any alterations to the specifications for an Assignment, whether occurring before or in the midst of a shoot, may result in an increase in both the fee and associated expenses.

3. CONDUCT OF THE SHOOT (a) Throughout the duration of the shoot, the Photographer/Videographer will consider and incorporate the Client’s reasonable instructions pertaining to the shoot brief. (b) In scenarios where the Client is not able to be present during the shoot, the interpretation of the brief by the Photographer/Videographer will be considered satisfactory and acceptable to the Client.

4. OVERTIME AND ANTISOCIAL HOURS (a) A standard working day is defined as 9 hours, which includes a 1-hour lunch break, and spans from 9am to 6pm on any official Working Day. (b) Hours worked beyond the typical working day will result in additional overtime charges for the Photographer/Videographer, the supporting crew, and any utilized facilities. The specifics of these fees will be mutually agreed upon by both Parties.

5. COPYRIGHT & USAGE LICENSES (a) (a) The entire copyright, as well as all analogous rights worldwide pertaining to all the material—including both photographs and videos—and ownership of all physical and digital materials created by or for the Photographer/Videographer, shall remain with and be exclusively held by the Photographer/Videographer at all times.(b) The Client bears the responsibility to accurately inform the Advertiser regarding the scope and limitations associated with all Usage Licences for both photographs and videos. (c) Once the Client has completely settled both the Fee and any related expenses for an Assignment, the Photographer/Videographer extends the right to utilize the Licensed Material, comprising both photographs and videos, in strict accordance with the express terms outlined in the Usage Licence. No usage of the Licensed Material is permitted prior to full payment unless explicitly agreed upon in writing by the Photographer/Videographer. (d) Provided that the Client has fully paid all invoices connected to the Assignment, the usage period specified in the Usage Licence for both photographs and videos will commence from the date of the Licensed Material's initial use. (e) The utilization of the Licensed Material, including both photographs and videos, is restricted to the images and footage as supplied by the Photographer/Videographer. The Client is prohibited from manipulating any Licensed Photograph or Video, or from using only portions of any individual image or video, without obtaining prior written consent from the Photographer/Videographer. (f) The Client is permitted to sub-license the rights to use the Licensed Material, including both photographs and videos, exclusively to the disclosed Advertiser, as pre-agreed upon, and strictly in adherence to the terms of the Usage Licence. (g) Neither the Client nor the Advertiser is allowed to use the Licensed Material, including both photographs and videos, in connection with any additional products or services not explicitly outlined in the Usage Licence. (h) Any licence to utilize the Licensed Material, including both photographs and videos, is subject to automatic revocation if full payment of both the Fee and expenses for an Assignment is not received by the specified due date on the relevant invoices, or if the Client or Advertiser enters a state of insolvency or is placed into receivership.

6. ADDITIONAL / EXTENDED USAGE (a) The Fee is determined based on the Usage Licence for both photographs and videos as detailed in the Estimate. Any usage that goes beyond or extends the specified terms will incur an additional fee, which must be pre-approved by the Photographer/Videographer. (b) Any provided estimates regarding additional or extended usage licence fees for both photographs and videos presented to the Client remain valid for a three-month period, starting from the date the estimate was issued. (c) The Client acknowledges that such estimates for additional or extended usage licence fees do not cover any third-party rights, and addressing these rights falls under the Client’s responsibilities. (d) Any unauthorized extended or additional usage of the photographs and videos will result in the imposition of an additional fee.

7. EXCLUSIVITY (a) All Usage Licences granted by the Photographer/Videographer to the Client for both photographs and videos shall be exclusive to the Advertiser and the Client, unless a different arrangement is explicitly agreed upon in writing. (b) Subject to the provisions of clause 7d, the Photographer/Videographer commits to refraining from granting any other licence related to the Material, including both photographs and videos, to any third party until a period of 2 years has elapsed since the completion of the shoot. (c) Upon the conclusion of the exclusivity period, the Photographer/Videographer reserves the right to use the Material, encompassing both the Licensed Images and Videos, in any manner Bater & Street deems appropriate. (d) Nothing in this clause 7 shall prohibit the Photographer/Videographer from utilizing the Material, regardless of its commercial, test, or speculative nature (including images and videos shot for presentation, pitch, or awards), in any form and manner globally for the purpose of promoting their services. However, in instances involving unpublished Material, the Photographer/Videographer agrees to seek prior consent from the Client, which shall not be unreasonably withheld. The Photographer/Videographer maintains the right to use the Material for promotional purposes, regardless of whether it is presented within the context of the Advertiser’s advertisements, branding, or any other material that incorporates the Material.

8. THIRD PARTY RIGHTS (a) Engagements involving third-party suppliers, such as models, are subject to specific terms and conditions imposed by these parties. The Photographer/Videographer is prepared to disclose these terms and conditions upon the Client's request. (b) The estimated fees for models cover their time spent on the shoot only. The Client holds the responsibility for obtaining clearances for model usage unless explicitly stated otherwise in the Estimate. (c) Items that are uniquely created or tailored for the shoot remain the property of their original creator, unless a different agreement has been reached. (d) The Photographer/Videographer is not obligated to obtain clearances or permissions related to third-party copyrights, trademarks, designs, or other forms of intellectual property that may be involved in the Assignment, any Usage Licence, or any extension thereof, unless such an obligation is explicitly agreed upon in writing prior to the shoot.

9. CREDITS (a) For all editorial uses, as well as in any additional contexts specified in the Estimate, the Client is obliged to ensure that the Photographer’s name, ‘Bater & Street’, is visibly credited either directly on or in close proximity to all published reproductions of the Licensed Images. However, the Client is exempt from this requirement when utilizing the images on their own website or in their marketing materials. While providing credit alongside images on social media platforms is not strictly mandatory, doing so is always valued and appreciated by the Photographer.

10. PAYMENTS (a) All costs associated with expenses and production for the shoot must be settled in advance unless a different arrangement has been explicitly documented and agreed upon in writing. Invoices related to these costs are due upon receipt. (b) Payment for all other invoices issued by the Photographer/Videographer is required within 30 days from the date of issue. The Photographer/Videographer reserves the authority to apply interest charges on overdue payments, calculated at the rate established by the Late Payment of Commercial Debts (Interest) Act 1998. This interest will accrue from the original due date until the date on which payment is fully received. (c) Payments for the Usage Licence and any third-party fees negotiated by the Photographer/Videographer are obligatory, irrespective of whether the Licensed Images and Videos are ultimately utilized by the Client or the Advertiser.

11. EXPENSES (a) All estimated expenses provided prior to a shoot are preliminary and subject to change, and it is advisable for the Client to allocate a minimum contingency budget of 10% to accommodate any potential variations. (b) While the Photographer/Videographer will make every effort to adhere to the agreed-upon cost estimate, Bater & Street reserves the right to adjust individual expense items within the estimate at their discretion. This flexibility ensures the most effective and creative realization of the project brief. (c) The Client will be responsible for covering any additional expenses or time incurred by the Photographer/Videographer due to changes made to the original project brief by the Client, or for any other reasons. These additional costs will be billed at the Photographer/Videographer’s standard rate.

12. INDEMNITY(a) The Client is obligated to indemnify and continually protect the Photographer/Videographer, as well as their respective officers and employees, against all types of liabilities, claims, costs, damages, and expenses (including legal fees), as well as any licence fees that may be due. This indemnity covers instances of actual or alleged infringement of intellectual property rights that might arise due to the Client’s failure to secure necessary third-party clearances, or from the use of the Material by the Client or the Advertiser in ways that exceed the boundaries set by the Usage Licence. Additionally, the indemnity applies in cases where breaches of these terms are committed by the Client or the Advertiser.

13. EXTENT OF LIABILITY (a) The Photographer/Videographer will not be held accountable for any potential losses incurred by the Client, including but not limited to lost profits, lost contracts, loss of business or revenues, or production downtime. This also extends to any indirect, special, consequential losses, damages, costs, expenses, or other claims that may arise in connection with the shoot, whether they result from negligence on the part of the Photographer/Videographer, their employees, agents, subcontractors, or from other causes. (b) The aggregate liability of the Photographer/Videographer, encompassing all potential losses, damages, costs, claims, and expenses that may arise out of or be related to these terms in any manner, shall be strictly limited to the total amount of fees paid by the Client for the relevant Assignment. (c) Despite the limitations mentioned above, nothing within these terms seeks to exclude or limit the Photographer’s/Videographer's liability in cases of death or personal injury caused by their negligence, or that of their employees, agents, or subcontractors; for any fraudulent statements or actions; or for any other matter for which it would be unlawful to exclude liability. (d) The Photographer/Videographer expressly disclaims any and all warranties, conditions, and other terms that might be implied regarding the services provided under these terms, whether by statute, common law, custom, course of dealing, or otherwise. This includes, but is not limited to, any implied warranties, conditions, or other terms related to merchantability, quality, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

14. CONFIDENTIALITY (a) The Photographer/Videographer commits to maintaining the confidentiality of all material and information shared with them in confidence for the purpose of the photography and videography sessions. They will not disclose this information to any third parties or use it for any other purposes, except as may be reasonably required to fulfill their obligations related to the Assignment. (b) It is the Client’s exclusive responsibility to ensure that any third parties participating in the Assignment agree to and sign any necessary confidentiality agreements to protect sensitive information. (c) The Photographer/Videographer will not be held accountable for any breaches of confidentiality that may occur as a result of actions taken by third parties, ensuring that their own commitment to maintaining confidentiality remains intact and steadfast.

15. PRIVACY (a) The Photographer/Videographer ensures to handle personal information with great care, collecting and accessing only the information that the Client willingly provides through email or other forms of direct communication. The Photographer/Videographer is committed to protecting the privacy of the Client and will not sell or distribute this personal information to any third parties, except for authorized agents, contractors, and other business associates that assist in the Photographer’s/Videographer's operations, and who are bound by confidentiality agreements to ensure the protection of the Client’s information.  

16. PROCESSING AND RETOUCH EXPENSES  (a) The shoot fees cover standard post-production processes, which comprise basic editing steps such as color balancing, contrast enhancement, and exposure adjustments to ensure a consistent appearance across all images and videos. Any specialized work, including but not limited to, treatments for aligning with specific brand identity requirements, detailed retouching, and color grading, will incur additional charges. The booking confirmation will clearly indicate if color grading and retouching services are included in the quote. The Photographer/Videographer guarantees to provide a comprehensive quote before initiating any post-production work to ensure transparency and mutual agreement on the associated costs.

17. CANCELLATION & POSTPONEMENT (a) A booking becomes official and is deemed secure upon the Photographer’s receipt of the signed booking confirmation. Given this commitment, the Photographer reserves the right to charge a cancellation or postponement fee if notice is given before 48 hours of the scheduled shoot date, at their discretion.(b) The Photographer is flexible and understands that unforeseen circumstances can arise; Bater & Street will make every effort to accommodate an alternative date in cases of illness, adverse weather conditions, or emergencies that may necessitate rescheduling the shoot. (c) In instances where the shoot is canceled with less than 48 hours' notice, the Client is required to pay the full amount of the fee, in addition to any expenses that have already been incurred, as a compensation for the time, resources, and opportunities lost due to the last-minute cancellation. 

18. ACCEPTANCE & DELIVERY  (a) Upon completing the shoot, the Photographer commits to delivering a private Capture One online gallery featuring proofs to the Client within a span of 10 working days. Once the Photographer receives the Client's selections, the finalized Material will be delivered in accordance with the pre-established deadlines agreed upon by both parties. (b) Should the Client require a quicker turnaround time for receiving the Material, a fast-track service is available. However, this service incurs an additional fee, which will be negotiated and agreed upon beforehand. To ensure availability and accommodate this expedited service within the Photographer's work schedule, the Client must confirm the need for a fast-track turnaround at the time of finalizing the shoot. (c) It is crucial for the Client to understand that, unless a rejection fee has been mutually agreed upon and established in advance, there is no entitlement to reject the delivered Material based on preferences related to style or composition. This clause ensures that the Photographer’s artistic and creative integrity is upheld, and expectations are set realistically from the outset.

19. TERMINATION (a) Both parties reserve the right to immediately terminate this agreement upon providing written notice if the opposing party: a1. Engages in a significant violation of these terms and conditions, and fails to rectify this violation within a 30-day period following the receipt of a written notice demanding the remediation of such breach. a2. Becomes subject to a bankruptcy order, experiences insolvency, negotiates any arrangements or assignments for the benefit of its creditors, undergoes any form of asset seizure, enters into either voluntary or compulsory liquidation, or finds itself under the administration of a receiver or administrator for its assets. This clause ensures that both parties—the Client, the Photographer/Videographer—are protected and have a clear and defined course of action in the event of significant breaches of the agreement or severe financial instability. It provides a structured response to serious issues, aiming to safeguard the interests of all parties involved.

20 EFFECTS OF TERMINATION    (a) The Client shall pay all sums due and owing the date of which will be automatically accelerated to the date of termination.  (b) The provisions of Clauses 1, 5, 22, 6, 7, 8, 9, 12, 13 and 14 shall survive expiry or termination. (c) 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.

21. FORCE MAJEURE The Photographer/Videographer shall not 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.

22. STORAGE OF MATERIAL  (a) The Client shall ensure that it takes appropriate steps to keep safe an exact digital copy of all Material supplied for the duration of the Usage Licence.  The Photographer/Videographer will not be responsible for archiving any Material unless by prior written agreement with the Client. (b) Save for the purposes of the Usage Licence the Material may not be stored in any electronic medium or transmitted to any third party without the written permission of the Photographer/Videographer.  (c) Upon publication of the Licensed Images/videos and on the Photographer/Videographer's request the Client shall supply to the Photographer free of charge high-resolution digital file, PDF format file, of the Licensed Images in the context in which they are published.  

23. GENERAL (a) 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. (b) 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). (c) Notices: Any notice under these Terms shall be duly given if: (1) delivered personally; or (2) sent by pre-paid post, in which case it shall be deemed to have been received 48 hours after posting (d) Entire Agreement and Variation: These Terms and the Estimate constitute the entire agreement between the parties with respect to their subject matter. (e) 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. (f) 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. (g) 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.

24. 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.