CLIENT TERMS.
A clear framework for every commission.
A clear framework for every commission.
Every ProfotoDesign commission is undertaken with a clear understanding of the creative brief, production requirements, deliverables, fees and permitted use of the resulting content.
These Client Terms establish the framework within which we work, allowing each commission to proceed with clarity, consistency and mutual understanding.
By confirming a commission, the Client acknowledges and agrees to these Client Terms together with the specific quotation, proposal or commissioning document issued for the project.
Where a quotation, proposal or commissioning document contains terms that differ from these Client Terms, the specific terms agreed for that commission will take precedence.
1. Copyright and ownership.
All photography, film, visualisation, artwork and other original content created by ProfotoDesign remains the intellectual property of ProfotoDesign unless expressly agreed otherwise in writing.
Copyright is not transferred to the Client through payment for the commission or delivery of the final content.
The Client receives a licence to use the agreed final content in accordance with the usage rights specified in the quotation, proposal or commissioning agreement.
Unless specifically agreed otherwise, original RAW files, working files, project files and unused material remain the property of ProfotoDesign and are not included within the commissioned deliverables.
ProfotoDesign retains all rights not expressly granted to the Client.
2. Image and content licensing.
Unless otherwise agreed in writing, final content is supplied under a non-exclusive, non-transferable commercial licence for the Client's own business, brand and project-related communications.
This may include websites, social media, marketing communications, presentations, brochures, portfolios, award submissions and other promotional activity undertaken directly by the Client.
Use by third parties, publication in editorial media, resale, sublicensing, transfer to another organisation or use beyond the agreed purpose requires prior written approval and may be subject to an additional licensing fee.
Where content is commissioned on behalf of a property owner, developer, architect, contractor or other third party, the licence applies only to the organisation or organisations specifically identified within the agreed commissioning terms.
The Client may not sell, resell, sublicense or otherwise transfer the content or associated usage rights without prior written agreement.
The licence becomes effective once all fees relating to the commissioned content have been received in full.
ProfotoDesign retains the right to use completed work for its own portfolio, website, awards, social media and promotional purposes unless an alternative arrangement has been agreed in writing.
Where appropriate, ProfotoDesign will be credited when work is published by the Client or third parties. Any specific crediting requirements will be identified within the agreed commission where applicable.
3. Fees and payments.
3.1 Booking retainer.
A booking retainer of 50% of the agreed project fee is payable to confirm a commission and secure the agreed production date.
The booking retainer is credited against the total project fee.
A booking is considered provisional until the required retainer has been received.
For larger or multi-stage productions, an alternative payment schedule may be specified within the quotation or commissioning agreement.
3.2 Final balance.
The remaining balance is payable upon completion of the commissioned production and before release of the final content. Unless otherwise agreed in writing, final content will be released once payment has been received in full.
3.3 Licensing.
The commercial licence relating to the commissioned content becomes effective upon receipt of full payment.
Additional usage, extended licensing or third-party usage requested after completion may be subject to an additional fee and must be agreed before such use commences.
3.4 Payment method.
Payment may be made by BACS or through the secure payment facility provided on the ProfotoDesign invoice.
Unless otherwise agreed, invoices are payable within the period stated on the invoice.
4. Cancellation and rescheduling.
A confirmed production date represents reserved creative and production capacity.
If a Client cancels a confirmed commission, the booking retainer will normally be retained to compensate for the reserved production date and preparation undertaken.
Where cancellation occurs sufficiently in advance, ProfotoDesign may, at its discretion, offer to transfer the booking retainer to an alternative production date.
Any third-party costs, production expenses or commitments already incurred on behalf of the Client remain payable.
Where a project is rescheduled due to circumstances outside ProfotoDesign's control, reasonable efforts will be made to agree an alternative production date.
Where adverse weather, site conditions, access restrictions, construction delays or other circumstances make production impractical or unsafe, ProfotoDesign reserves the right to reschedule the commission.
Any revised production arrangements will be agreed with the Client wherever reasonably possible.
5. Late payment.
Invoices are payable within the agreed payment period.
Where payment is overdue, ProfotoDesign reserves the right to suspend production, withhold delivery and suspend the associated content licence until the outstanding balance has been settled.
ProfotoDesign reserves the right to recover statutory interest and compensation applicable to overdue commercial invoices under the Late Payment of Commercial Debts (Interest) Act 1998.
Where an account remains substantially overdue, ProfotoDesign may refer the outstanding balance for appropriate debt recovery action.
ProfotoDesign may require future commissions to be undertaken on a pre-payment basis where a Client has a history of overdue payments.
6. Professional conduct.
ProfotoDesign is committed to maintaining a professional, respectful and collaborative working environment.
We expect all communication between the Client, ProfotoDesign and any associated suppliers or production partners to remain professional and respectful.
Where inappropriate, threatening or abusive behaviour occurs, ProfotoDesign reserves the right to suspend communication or terminate the commission where appropriate.
Nothing within these terms limits any rights or remedies available to either party under applicable law.
7. Production and approval.
ProfotoDesign will undertake each commission in accordance with the agreed creative brief, production requirements and deliverables.
Where a review or selection stage forms part of the commission, the Client will have the opportunity to provide feedback within 7 calendar days, after this time the gallery link will expire. The creation of a new gallery, with a new link will incur a £30 fee.
Requests that materially alter the agreed brief, require additional production, additional retouching, further photography or substantially extend the agreed scope may be subject to an additional fee.
Once final content has been approved or released, subsequent amendments or additional post-production will be treated as additional services.
Where no feedback is received within the agreed review period, ProfotoDesign may consider the relevant stage of the project approved and proceed to final delivery.
ProfotoDesign will use reasonable professional judgement in relation to composition, colour, retouching and visual treatment in accordance with the agreed creative direction.
8. Client responsibilities.
The Client is responsible for providing accurate project information, access to locations and reasonable cooperation necessary to undertake the commission.
The Client is responsible for ensuring that all necessary permissions, access arrangements, releases, consents and third-party rights required for the commissioned work are available.
This includes, where applicable, permissions relating to people, properties, artwork, trademarks, interiors, locations and other protected material represented within the commissioned content.
Where a project is dependent upon site readiness, weather, access, occupancy or the actions of third parties, ProfotoDesign will make reasonable efforts to accommodate changes, but cannot guarantee outcomes dependent upon circumstances outside its control.
For aerial work, the availability of suitable flying conditions, permissions and airspace restrictions may affect production. Any third-party permissions, licences or associated costs required for the commission will be identified where reasonably possible and may be charged separately.
9. Delivery and archiving.
Final content will be delivered electronically using the agreed delivery method following completion of the commission and receipt of all outstanding fees.
Final content is supplied at the resolution and in the format appropriate to the agreed usage.
Unless otherwise agreed, ProfotoDesign does not guarantee the permanent retention of project files or final content following delivery.
Clients are responsible for maintaining their own secure backup of delivered content.
ProfotoDesign may retain project files for archival and portfolio purposes but does not undertake to provide long-term storage or replacement services.
Where previously delivered content is requested again, ProfotoDesign may be able to provide replacement files subject to availability and, where appropriate, an administration or retrieval fee.
10. Additional services and expenses.
The agreed project fee covers the services and deliverables specifically identified within the quotation or commissioning agreement.
Additional services requested after the commission has been confirmed may include, but are not limited to:
• additional photography or production time;
• additional locations or site visits;
• additional retouching or post-production;
• additional image selections;
• revisions outside the agreed scope;
• additional video or motion content;
• aerial production;
• expedited delivery;
• extended licensing or third-party usage.
Such services will be quoted or charged at the applicable ProfotoDesign rate and, wherever reasonably possible, agreed with the Client before the additional work is undertaken.
Reasonable travel, accommodation, location, access, permit, production hire and other third-party expenses may also be charged where they are required to fulfil the commission.
11. Liability and client indemnity.
The Client is responsible for ensuring that all necessary rights, permissions, releases and consents required for the commissioned work have been obtained.
Where the Client has instructed ProfotoDesign to photograph or film a property, person, product, artwork, design or other material, the Client warrants that it has the authority to provide such access and instruction.
The Client agrees to indemnify ProfotoDesign against claims, costs or losses arising from a failure to obtain permissions or rights for material supplied or made available by the Client.
ProfotoDesign will undertake each commission with reasonable professional skill and care.
ProfotoDesign will not be liable for indirect or consequential loss, loss of profit, loss of business, loss of opportunity or other consequential financial loss arising from the commission, except where such liability cannot lawfully be excluded.
Nothing within these terms excludes or limits liability that cannot legally be excluded or limited under the laws of England and Wales.
Where appropriate, the maximum liability of ProfotoDesign in relation to a commission shall be limited to the total fees paid or payable for that commission, subject to any liability that cannot legally be limited.
12. Force majeure.
ProfotoDesign will not be liable for failure or delay in performing its obligations where this results from circumstances beyond its reasonable control.
Such circumstances may include severe weather, illness, accident, equipment failure, loss of access, transport disruption, government restrictions, power failure, venue or site closure, or other circumstances that could not reasonably have been anticipated or prevented.
Where such circumstances occur, ProfotoDesign will make reasonable efforts to agree an alternative arrangement with the Client.
13. General terms.
These Client Terms, together with the relevant quotation, proposal or commissioning agreement, constitute the basis upon which the commission is undertaken.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.
No variation to the agreed commission or these terms will be binding unless confirmed in writing.
These terms apply to all commissions undertaken by ProfotoDesign unless expressly varied in writing.
14. Governing law.
These Client Terms and any commission undertaken by ProfotoDesign are governed by the laws of England and Wales.
Any dispute arising in connection with these terms or a commissioned service will be subject to the jurisdiction of the courts of England and Wales.
A clearer way to work.
Our aim is simple: to make every commission considered, straightforward and professionally managed from initial conversation through to final delivery.
If you have any questions regarding these terms, licensing or a specific commission, please contact ProfotoDesign before confirming your booking.