Introduction

1. These terms and conditions, alongside the brief and any order information, form the contract and apply unless any other conditions have been agreed in writing and signed by us. Orders are not binding until accepted by us in writing.
2. We agree to fulfil the brief to the best of our ability and with all reasonable care. We will be faithful to any pitch, proposal or underlying conceptualization, reflecting the same quality and integrity.
3. The Client will co-operate with us and act in good faith.

Quotes and Pricing

1. Quotations are valid for 28 days. The prices quoted may be revised due to errors and omissions at any time.
2. All prices are exclusive of VAT.
3. HDTWO may charge additional fees: on the same rates, for delays or extra work caused by the client not providing (or providing on time) information, content, instructions, media or approvals; for the provision of extra photographs, goods and services or changes to the photographs; agreed third party expenses; to cover changes to the cost of labour, materials, services and other circumstances outside of HDTWO’s control.
4. Any changes or alterations to the Photographs (including the nature of the change and how the changes will be made) must be formally agreed along with the variation to the fees. Until these are formally agreed, HDTWO will continue to perform the contract and be paid for services.

Briefs /Quality Control & Reshoots procedure

1. All samples, specifications, colour, sizes and materials submitted are approximate, and any descriptions and illustrations are intended to represent a general idea of the goods and do not form part of the contract.
2. There is no right to reject photographs on the basis of style or composition.
3. Photographs will only be treated as defective if both the client and HDTWO agree that they are below the specific quality agreed or any commonly observed specific requirements suitable for the media in which the photographs are intended to appear.
4. HDTWO take no responsibility for colours and/or resolution of images on printed material/ media and websites, and will not be liable for any costs if not satisfactory.
5. If the client has approved the photographs or has been active in the art direction applied to the photographs then photographs cannot be rejected.
6. Clients should inspect the photographs on delivery and notify HDTWO immediately, or within 5 working days at the latest, if they wish to claim that the photographs are defective.
7. If HDTWO agree that photographs are defective they will agree a plan with the client, within 5 working days, on how to remedy the situation.

Cancellation

1. HDTWO requires a minimum of 48 hours notice to cancel a booked photography slot. HDTWO is entitled to recover 25% of the shoot fees and 100% of material costs incurred.
2. Where shoots involve models, stylists or other subcontractors then cancellation fees charged by them will be passed on.

Payment Terms, Early Payments and Overdue Payments

1. All invoices will be sent via email unless otherwise agreed.
2. Queries on invoices must be sent to us within 14 days of invoice
3. Our payment terms are 30 days from invoice date unless arranged otherwise
4. Clients must provide any purchase order numbers in time for an invoice to be raised and ideally before the shoot begins.
5. An early payment discount of 5% of the NET amount is available for clients who pay their invoice within 30 days of invoice date when offered (See Quotation).
6. Interest will be charged on any overdue payment at the rate of (8%) over the Bank of England base rate at the time.
7. A fee of £20 (excluding VAT) will be made for any correspondence, paperwork or phone calls to recover debt / unpaid invoices – this is to cover the cost of time spent pursuing overdue invoices.
8. We may refuse an order if the client’s arrangements for payment or credit are poor, and we may suspend delivery to any client whose account is overdue. If goods are ready for delivery but the buyer cannot or will not accept delivery, the payment period is deemed to have started when the goods became ready.

Delivery

1. Delivery dates are given in good faith but we accept no liability in the event of these being missed due to acts, events, omissions or accidents beyond our reasonable control.
2. If any contract becomes impossible to perform or otherwise frustrated by the client then the client is liable to pay to us a minimum of 25% of the total fees and 100% of material costs incurred or costs that we, or our subcontractors, may be liable for.

Incorrect goods delivered / shortages

1. All products supplied for photography must be in the condition in which they are to be photographed. Where deliveries are short, goods damaged or items incorrect, we reserve the right to postpone the photo shoot until this is corrected. Fees may be charged to cover down time. If the contract becomes impossible to perform clause 26 applies.

Insurance Details

1. HDTWO does not insure clients’ products whilst they are at our studio or on location. Clients are advised to arrange their own insurance cover.
2. Whilst in transit either to or from our studio, our clients’ products should be covered by the insurance provided by the courier – it is the client’s responsibility to ensure that the insurance is sufficient. As we accept no responsibility for products lost or damaged in transit, to or from our studio.

Location shoots

1. HDTWO has its own Health and Safety and Safeguarding Policies that it follows, however it is the client’s responsibility to ensure adequate health and safety measures are in operation whilst we are on location at their premises. Client staff must not tamper with equipment and any damages must be paid for.

Storage of images

1. HDTWO takes no responsibility for archiving photos past the delivery date and clients are advised to keep a backup of any photos/artwork supplied for the duration of the license.

Copyright

1. HDTWO retains copyright on all images, graphics, visualizations and artwork supplied to our clients and no images are within public domain. Any reproduction rights are granted by way of license at HDTWO’s discretion.
2. HDTWO reserves the right to use the images for its own promotion and/or publicity in digital or print. Where a client feels that images may be commercially sensitive they should inform us in writing when placing an order and this will be taken into account.
3. Without prejudice to point 32 above, HDTWO will not sell clients commissioned photographs to third parties.
4. HDTWO’s website, test and html coding are our exclusive intellectual property.
5. HDTWO’s intellectual property may not be copied to another computer, transmitted, published, reproduced, stored, manipulated, projected, or altered in any way, including any digitalization or synthesizing of the images, alone or with any other material, by use of computer or other electronic means without our written permission.
6. It is the client’s responsibility to ensure that any material provided does not infringe the copyright or intellectual property rights of any third party. HDTWO will not produce any products that, in their opinion, may infringe any copyright, registered or un-registered trademarks, registered design or other intellectual property rights of any third party.
7. The client will indemnify HDTWO against all costs, claims, damages and losses, in respect of any infringement or any alleged infringement of copyright, intellectual rights or patent rights in complying with clients special instructions or requirements.

Models usage rights

1. Models operate on a non-exclusive basis and are free to provide similar and/or competing services to any third party and/or competing product or brand of the client.
2. The Model/Model Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the model.
3. The client will be liable for all costs, claims, damages and losses, in respect of any infringement or any alleged infringement of copyright in relation to model rights.

Privacy

1. HDTWO do not pass any details on to any third party and all of our clients contact details are kept securely, remain confidential and are never shared, disclosed or given out. We have a full separate Privacy Policy which is available on our website.www.hdtwo.com/privacy-policy

Referrals

1. HDTWO are pleased to refer our connections onto clients where this is helpful to clients in order to fulfill an entire brief. We do not except liability for the work of third parties except where contractors are directly subcontracted via HDTWO.

General

1. Although we seek to avoid such issues, HDTWO are not liable for any racist, defamatory, sexually explicit, inflammatory, obscene or other legally restricted material in the photographs produced.

45.This agreement is governed by the laws of England and Wales

For further information please contact HDTWO on Tel: (01484) 431555 or email info@hdtwo.com