T&Cs

Carlé & Moss Brand, Interiors, & Food Photography Terms of Contract 2024

It is agreed that the following terms set out the total agreement made between the parties and that no variation or modification of this contract shall be effective unless agreed by both parties in writing.
1. DEFINITIONS.

(a) For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. In cases where the Photographer’s Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Agency “and “the Client” shall be interpreted as references to the Photographer’s Client.

(b) For the purpose of this agreement “The Photographer” will mean Carlé & Moss Commercial Photography. And shall where the context so admits include their respective assignees, sub-licensees and successor in title.

(c) “Photographs” and “Works” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed.

(d) All contracts verbal or written are only accepted on the basis that the Terms of Contract of the Photographer are the only ones applicable. Payment of the non-refundable booking fee will count as acceptance of this Contract.

(e) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer.

(f) Where time is of the essence the Photographer entirely at his/her own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order.

(g) 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.

(h) 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.

2. COPYRIGHT.

(a) The Photographer/ Carlé & Moss Commercial Photography retains the entire copyright in the Photographs and Works at all times, throughout the World and

(b) Where reproduction of Works has taken place and settlement has not been made, the Photographer/ Carlé & Moss Commercial Photography will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988.

3. OWNERSHIP OF MATERIALS.

(a) Title to all Photographs remains the property of the Photographer/ Carlé & Moss Commercial Photography. This means that you do not have the right to giveaway the images taken by Carlé & Moss at the photography session for you to other companies for their business and/or commercial use/gain. Images are created for and delivered to the Client (the business that has paid the Carlé & Moss invoice) and are for said Client’s use only. Images used by companies/businesses/individuals for commercial gain and promotion who have not paid for said images will be charged as per ‘Fees for Unauthorised Use of Imager for Commercial Gain‘. Please read and understand this section which can be found below.

(b) When the License to Use has expired the Client must request a renewal of the licence from the Photographer within 30 days of expiry or this will be deemed as the end of the contract and a renegotiation will be required.

4. STILLS IMAGES AND IMAGE REPRODUCTION.

(a) It is the responsibility of the Client to have a representative on location on the day of the shoot to sign off images in their raw state. The images will be available to review on the Photographer’s iPad via the CamRanger photographic review system. The representative will be required to sign a confirmation document confirming their approval of the images in their raw state. This is for stills photography only.

(b) All image sizes are nominal. The Carlé & Moss Commercial Photography team will provide a pleasing colour balance but cannot guarantee exact colour matching owing to anomalous reflectance caused by a combination of certain dyes and materials especially man-made fibres, etc. It is sometimes impossible to record on film or digitally the exact colour as seen by the human eye.

(c) When processing images, the Photographer will endeavour to achieve a pleasing overall colour balance based on natural flesh tones. It is understood that some colours may not remain consistent throughout a set of photographs owing to variations in lighting conditions. This also applies to glare created by spectacles in certain lights and therefore it is at the risk of the wearer. It is also understood that all photographic printing is undertaken within the technical limitations of the process and that colour may not be identical over the whole range within a subject.

(d) The colour balance of prints made at different times or in varying sizes may also be variable.

(e) Due to the limitations of computer monitors it is understood that images may appear differently according to the specification of each monitor and that prints will not match images rendered on any particular computer monitor.

(f) The images supplied will be in a jpeg format via an online Gallery. The images can be viewed without downloading them. By downloading the images you are providing approval and acceptance of the images for use and are agreeing to these terms and conditions.

5. USE.

(a) The License to Use comes into effect from the date of payment of the relevant invoice(s).

(b) No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission in writing.

(c) Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency and/or Client is put into receivership or liquidation. Permission for use may also be revoked if the Client does not adhere to the copyright clauses.

(d) Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the licence to use further charges will be made.

(e) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. The licence will be supplied upon payment of the balance invoice.

(f) On the Client’s death or bankruptcy or (if the Client is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any licence granted shall immediately cease.

6. EXCLUSIVITY.

(a) Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Agency and/or The Client.

(b) The Photographer retains the right in all cases to use or sell the Photographs.

(c) Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.

7. CLIENT CONFIDENTIALITY.

(a) The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission. Please refer to the GDPR policy on the website.

8. INDEMNITY.

(a) It is the Client who must satisfy himself/herself/It’s self that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained.

(b) It is acknowledged that the Photographer gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or Works of art depicted in any picture.

(c) The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot.

(d) In all other cases the Client shall indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

(e) The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Photographer, Carlé & Moss Commercial Photography, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.

9. CONDUCT & SAFETY

(a) The Carlé & Moss Commercial Photography Team will not tolerate verbal or physically abusive behaviour under any circumstances.

(b) The Carlé & Moss Commercial Photography team will not share their time or compete with other photographers, videographers or attendees for the attention of the subjects.

(c) Uncontrolled conduct by any person that interferes with the Carlé & Moss Commercial Photography team(s) may seriously affect the quality of the work or increase the number of times this must be repeated.

(d) If the Client is unable to control the conduct of attendees, resulting in what the Carlé & Moss Commercial Photography Team(s) feels to be an unacceptable degree of misconduct, or if any such conduct injures or damages the equipment of the Carlé & Moss Commercial Photography Team(s), it will result in the immediate departure of said Team(s).

(e)The Client understands in such an event, no refund will be granted and claims for damage or injury from Carlé & Moss Commercial Photography are likely to be the result.

10. PAYMENT.

(a) Payment by the Client will be the non-refundable booking fee which secures the working time and date of the photo shoot. The non-refundable booking fee is a flat fee of £299 and will be taken off the balance payment. If the photo shoot is postponed within 5 working days of the agreed photo shoot date, the non-refundable booking fee will be invoiced for a second time for the new date. The second (third, fourth, an on) non-refundable booking fee will not be taken off the balance payment. At short notice it is very unlikely that the date can be re-booked and the time of the Team here at Carlé & Moss has to be covered. The balance is due in full for the photo shoot 5 working days before the photo shoot is scheduled for. The balance will be moved to a new date if the photo shoot is postponed. Postponed photo shoots must be taken within six months of the payment of the booking fee. If the photo shoot is cancelled the pre paid balance will not be refunded. Payment for post production will be after the final post production work has been completed and payment due within 10 working days of the invoice being sent. By paying the non-refundable booking fee you are agreeing to these terms and conditions.

(b) Thereafter, further charges may be made for any additional statement, letter (whether as an email, etc) issued for the recovery of the outstanding debt of not less than £20.00 each and all other costs for the recovery of debts including bank charges.

(c) A further charge of 5% over the Natwest Bank base rate from time to time is added to the invoice on the first day following that when settlement should have been made. Late Payment Of Commercial Debts (Interest) Act 1998 will be enforced.

(d) Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be personally responsible for all outstanding fees and costs in relation to the contract.

(e) All payments must be by online transfer or by card payment for which a receipt will be provided. Overpayments are non-refundable however can be used as a credit towards your next photo shoot.

(f) Payments more than one month late from the payment due date will be processed without exception in the first instance through the Small Claims Court process.

(g) Additional Time: if your photo shoot session runs over time due to additional requirements, not being ready at the start time, locations not being ready, lateness of attendees etc this is billed at £400 per hour or part hour and follows the above clauses. Additional time will be billed after the photo shoot session and images will not be released until the invoice has been settled. This additional time fee hourly rate includes the associated post production work.

11. EXPENSES & TRAVEL

(a) Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise. The Client shall give approval to and be liable to meet such extra expenses or fees, in addition to the fees and expenses shown on the estimate/quotation as having been agreed or estimated.

(b) Travel and mileage are not included in the prices and are billed in addition at a cost of 45p per mile and £25 per hour. This will be added to the balance payment and will need to be paid in advance of the photo shoot session.

12. REJECTION.

(a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. If the Client declines to be present at the photo shoot or is unable to attend for whatever reason the Photographer’s decision on style and/or composition is final. Please refer to 4. STILLS IMAGES AND IMAGE REPRODUCTION (a).

13. CANCELLATION & POSTPONEMENT.

(a) A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion; charge a fee of cancellation or postponement of 50% if more than 10 working days from the date of the photo shoot. If Client cancellation occurs within 10 working days of the photo shoot then 100% of the fee is to be paid. All cancellations must be in writing.

14. RIGHT TO A CREDIT.

(a) The Licence to Use requires that the Photographer’s name(s) ‘Carlé & Moss’ will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). The Photographer also asserts his/her statutory and moral right to be identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.

15.SUPPLY TO THIRD PARTIES.

(a) The licence only applies to the Client and product stated on the Licence to Use.

16. ELECTRONIC STORAGE.

(a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer.

b) Manipulation of the image or use of only a portion of the image may only take place with the written permission of the Photographer.

(c) Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.

17. NON COMPETE

(a) Being a small business and working in niche areas of expertise there is not a non-compete option available. However Carlé & Moss are happy to provide a Non-Disclosure of Information Agreement as required.

18. COMPLAINTS & APPLICABLE LAW.

(a) In the unlikely event of a complaint, this should first be raised by the Client with Carlé & Moss Commercial Photography in writing within 5 working days from the date of receipt of the deliverables.

(b) In the unlikely event of an unresolved complaint the Client may request The Societies or The Guild of Photographers to mediate but only on the basis that its decision shall be final and binding upon both parties.

(c) The contractual relationship between Carlé & Moss Commercial Photography and the Client shall be governed by the laws of England & Wales.

(d) By agreeing to work with Carlé & Moss you accept these Terms & Conditions.

19. VARIATION & UPDATES.

(a) These Terms and Conditions shall not be varied except by agreement in writing.

(b) There will be occasions such as but not limited to the events such as the Covid-19 pandemic where changes may need to be made to these Terms & Conditions of Contract. Please check the website for updates. You will also be advised of updates by email.

Fees for Unauthorised Use of Imagery for Commercial Gain

Each time an image is used without authorisation of Carlé & Moss a fee will be charged.

The fee for each unauthorised image used per time used start at £2000 per image/per time used.

Example: if 2 x images are used without authorisation for commercial gain within one article in one publication the minimum fee would be 2 x £2000 = £4000.

If the article (for example newspaper article) is online and the article is ‘shared’ there is a further fee levied per image per share starting at £25 per share per image.

Example: if 2 x images are used without authorisation for commercial gain within one article in one publication and the article is shared x 20 times the minimum fee would be 2 x £25 x 20 = £1000. This fee is in addition to the original non authorised fee as detailed above.

Please contact hello@carleandmoss.com if you would like to use any of our images. If you flout these terms you will receive an invoice!

Carlé & Moss Brand Consultancy, Marketing Services, and Mentoring Terms of Contract 2024

(a) For the purpose of this agreement “the Client” and “the Mentee” shall where the context so admits include their respective assignees, sub-licensees and successor in title.

(b) For the purpose of this agreement “The Consultancy”/”The Mentor” will mean Nikki Kirk at Carlé & Moss. And shall where the context so admits include their respective assignees and successor in title.

(c) All contracts verbal or written are only accepted on the basis that the Terms of Contract of The Consultancy are the only ones applicable. Payment of the non-refundable booking fee will count as acceptance of this Contract.

(d) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by The Consultancy.

(e) Where time is of the essence The Consultancy entirely at her own discretion may accept an instruction given orally, in this event The Consultancy shall accept no liability for any error in executing the order.

(f) Unless The Consultancy 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.

(g) 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.

2. COPYRIGHT.

(a) The Consultancy / Carlé & Moss retains the entire copyright of the Works at all times, throughout the World and

(b) Where reproduction of Works has taken place and settlement has not been made, The Consultancy / Carlé & Moss will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988.

3. OWNERSHIP OF MATERIALS.

(a) Title to all Work remains the property of The Consultancy / Carlé & Moss.

(b) Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice.

4. BRAND CONSULTANCY, MARKETING SERVICES, AND MENTORING

(a) The Client/Mentee shall not at any time be obliged to act on any information, suggestion, advice or guidance given by the Mentor as part of the mentoring programme, but if and to the extent that it does so, it shall do so at its own risk.

(b) The Client/Mentee is advised to take independent financial, legal or other appropriate professional (if relevant) before acting on any information, suggestion, advice or guidance given by the Mentor.

(d) The Consultancy/The Mentor is not liable to the Mentor, Mentee or to any third party for any loss, damage, costs or liabilities suffered as a result of this agreement, the existence of the relationships between the parties, the services provided or the act or omissions of the Mentor or Mentee.

(e) The expectation is that the mentoring, marketing and/or consulting services will consist of meetings and/or phone calls and/or email or other communications between the parties as required/as per the agreed cost and associated deliverables. The content, frequency and duration of which will be as agreed between both parties.

5. EXCLUSIVITY.

(a) Unless agreed to in writing on the License to Use and the Invoice no exclusivity of creative thoughts and/or concepts is given or implied to The Client.

(b) The Consultancy retains the right in all cases to use or sell their creative thoughts, ideas, concepts, and intellectual property.

(c) Exclusivity will not be unreasonably withheld but only on written agreement with The Consultancy before work commences.

6. CLIENT CONFIDENTIALITY.

(a) The Consultancy will keep confidential and will not disclose to any third parties or make use of information communicated to them in confidence for the purposes of the mentoring, marketing services, and/or brand consultancy, save as may be reasonably necessary to enable The Consultancy to carry out her obligations in relation to the commission. Please refer to the GDPR policy on the website.

7. INDEMNITY.

(a) It is the Client who must satisfy himself/herself/It’s self that all necessary rights, clearances or consents which may be required of people, places or items depicted within any Works are obtained.

(b) It is acknowledged that The Consultancy gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or Works depicted in any services provided or recommended.

(c) In all other cases the Client shall indemnify The Consultancy against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

(d) The Consultancy will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by The Consultancy, Carlé & Moss, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage. Its it not the responsibility of The Consultancy to manage your Company or employees unless asked to do so in which case a different set of terms and conditions of contract will apply.

(e) Examples used in the mentoring and consultancy sessions are from personal and business experience. As a mentor and consultant The Consultancy can recommend, suggest, and advise, however as The Client the ultimate decision as to how and when to use this information and its applicability to your business rests solely with you. You have to put the work in. You have to make the decisions that are right for your business. The Consultancy will not be liable for any loss or damage, for any consequential loss of profit or income based on decisions you as the business owner/business representative(s) make.

8. CONDUCT & SAFETY

(a) The Carlé & Moss Team will not tolerate verbal or physically abusive behaviour under any circumstances.

(b) If the Client is unable to control the conduct of Client teams/representatives/etc, resulting in what the Carlé & Moss Team(s) feels to be an unacceptable degree of misconduct, it will result in the immediate departure of said Team(s).

(c)The Client understands in such an event, no refund will be granted and claims for damage or injury from Carlé & Moss are likely to be the result.

9. PAYMENT.

(a) Payment for business strategy sessions/brand strategy sessions/marketing sessions/mentoring are a non-refundable booking fee which secures the working time and date of the session(s). The non-refundable booking fee is a flat fee of £200 and will be taken off the balance payment. If the session is postponed within 5 working days of the agreed session date, the non-refundable booking fee will be invoiced for a second time for the new date. The second (third, fourth, an on) non-refundable booking fee will not be taken off the balance payment. At short notice it is very unlikely that the date can be re-booked and the time of the Team here at Carlé & Moss has to be covered. The balance is due in full for the session 5 working days before the session is scheduled for. The balance will be moved to a new date if the photo shoot is postponed. Postponed sessions must be taken within six months of the payment of the booking fee. If the session is cancelled the pre paid balance will not be refunded. By paying the non-refundable booking fee you are agreeing to these terms and conditions.

(b) Payment for ad hoc strategy/business planning/marketing/brand work and/or consulting work is billed by the hour and billed in arrears. Payment of the invoice in full is due within 10 working days from the date of the invoice. By commissioning this type of work you agree to these terms and conditions of payment. Please do not commission this type of work unless you have the funds to pay for it.

(c) Thereafter, further charges may be made for any additional statement, letter (whether as an email, etc) issued for the recovery of the outstanding debt of not less than £20.00 each and all other costs for the recovery of debts including bank charges.

(d) A further charge of 5% over the Natwest Bank base rate from time to time is added to the invoice on the first day following that when settlement should have been made. Late Payment Of Commercial Debts (Interest) Act 1998 will be enforced.

(e) Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be personally responsible for all outstanding fees and costs in relation to the contract.

(f) All payments must be by online transfer or by card payment via the chosen Carlé & Moss payment site for which a receipt will be provided as required. Overpayments are non-refundable however can be used as a credit towards your next photo shoot or session.

(g) Payments more than one month late from the payment due date will be processed without exception in the first instance through the Small Claims Court process.

10. EXPENSES & TRAVEL

(a) Where extra expenses or times are incurred by The Consultancy as a result of alterations to the original brief by the Client, or otherwise. The Client shall give approval to and be liable to meet such extra expenses or fees, in addition to the fees and expenses shown on the estimate/quotation as having been agreed or estimated.

11. COMPLAINTS & APPLICABLE LAW.

(a) In the unlikely event of a complaint, this should first be raised by the Client with Carlé & Moss in writing within 5 working days from the date of receipt of the deliverables.

(b) In the unlikely event of an unresolved complaint the Client may request mediation but only on the basis that its decision shall be final and binding upon both parties.