TERMS OF SERVICE AND CONDITIONS

This Terms Of Service Agreement (the “Agreement”) is between Nicholas Hine and the “Client” (collectively the “Parties”).  This Agreement sets forth the legally binding terms for the Client’s use of Nicholas Hine’s services.  The Parties agree as follows:

1. SERVICES:

1.1 Nicholas Hine will always endeavour to complete its assignment and every effort is made to comply with the client’s wishes to perform the video and photographic services (the “Services”) as requested and described in the Client’s brief at the given date, time and location (collectively referred to as the “Project”). The time and date are subject to change by Nicholas Hine for any reason including but not limited to: weather, personal injury, illness or act of God.

1. EQUIPMENT:

2.1 Nicholas Hine will provide the video related equipment necessary to perform the Services, on occasion specialist equipment may need to be hired at additional cost that will be agreed with you before commencing any work.

1. OWNERSHIP, COPYRIGHT, SHARING & USAGE:

3.1 The Parties agree that all work performed for the Client shall be considered as works made for hire as contemplated and defined in the United Kingdom Copyright, Designs and Patent Act 1988. The Parties acknowledge and agree that the Client will not hold any intellectual property rights in the recording of the Project including, but not limited to, copyright and trademark rights.

3.2 Nicholas Hine has exclusive and complete ownership in the intellectual property inherent in the recording of the Project at any time after such recording. In addition, the Client agrees that Nicholas Hine shall still maintain an exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the stills photography and/or video.

3.3 Naturally we are proud of our work and Nicholas Hine actively promotes his media and we do reserve the right to use ANY of our footage for our promotion, whether this be inclusion on our show reel for PR purposes to promote Nicholas Hine.

3.4 The Client agrees and acknowledges that Nicholas Hine may reasonably use the recording of the Project in their portfolio or for stock purchase. Further, Nicholas Hine may display the Client’s name and logo on their website as a party with whom they have worked.

3.5 Unless a buyout of footage is specifically agreed and contracted, Nicholas Hine retains the copyright of all “media” (still photography and video) content. The client purchasing the service of Nicholas Hine will get full use of the material, however the client does not have the legal authority to sell the footage or allow 3rd party companies to use it or edit it without the express written agreement of Nicholas Hine.

3.6 You (our client) acknowledge and agree that title and ownership of all ordered products shall remain with Nicholas Hine until the full purchase price for the same has been satisfied to Nicholas Hine.

3.7 Provided that Nicholas Hine has executed the project assignment professionally and competently, Client agrees to pay Nicholas Hine all fees and expenses in connection with a said assignment, whether or not Client uses any Image(s).

3.8 If you have any questions or issues with any the above we would ask you to kindly speak to us in advance of commencement of filming.

1. COST:

4.1 The Client agrees to the total amount stated in their Invoice.

1. PAYMENT TERMS:

5.1 Client will make a one-time payment to Nicholas Hine for the invoiced total

OR

5.2 The Client shall pay Nicholas Hine prior to any work being started as a reservation fee of £500. This fee is not refundable and will be credited to the final amount owed

OR

5.3 The Client will pay Nicholas Hine multiple payments over a defined term.

5.4 In the case of work being required by the client to be done in phases, Nicholas Hine reserves the right to partially invoice at stages. Nicholas Hine reserves the right to add statutory late payment interest (Base Rate + 8%) to overdue accounts (Late Payment of Commercial Debts (Interest) Act 1998).

5.5 Following clients’ approval of all media viewed, all payments due are to be paid and cleared within 28 working days.

5.6 Nicholas Hine will provide all required bank details for the electronic transfer of all agreed fees. Payments are by BACS only.

5.7 Where usage rights before full payment are granted, Nicholas Hine reserves the right to rescind any such usage rights if Client fails to make timely payment.

5.8 Nicholas Hine does not provide any receipts to Client. Nicholas Hine’s invoice will serve as Client’s receipt for work performed and services rendered. Bank transfer fees and wire fees are the responsibility of the Client.

1. PRIVACY OF PROPERTY AND PERSONS:

6.1 The Client warrants that they represent the owner or authority of any location or property being filmed, and have secured permission to film the selected location and/or property outlined for the Service.

6.2 The Client is responsible for notifying any person that shall be present at the Project, including but not limited to: Attendees and guests, the proper authorities, owners of property, government officials (where applicable), agents or representatives and any other applicable parties that video and/or audio will be recorded by Nicholas Hine.

6.3 Nicholas Hine is not responsible for obtaining model, property, trademark, copyright, or any other releases in connection with the project unless expressly stated in this Agreement. It is Client’s responsibility to obtain all necessary permissions for any media content that requires a release or other consents. Should Nicholas Hine agree to deliver any releases, it is Client’s responsibility to determine whether such releases are suitable for Client’s purposes. Nicholas Hine gives no warranty or guarantee as to the legal validity of any release.

6.4 Nicholas Hine agrees to not include the likeness, image, or identifiable features of any person, property, or logo if instructed by the Client or persons present at the shoot.

6.5 Please see our Privacy Policy for further information regarding GDPR.

1. PHOTOGRAPHIC INTEGRITY AND ALTERATIONS:

7.1 The client will not make or permit any alterations, including, but not limited to, additions, subtractions, or adaptations, with respect of the media content alone or with any other material, without the prior express permission of Nicholas Hine. Normal reproduction adjustments for colour, contrast, brightness, sharpness, and cropping are permitted.

7.2 Any alteration or modification of any media content will not constitute a work of joint authorship.

1. RATES:

8.1 Each job is unique with many variable factors. Therefore, Nicholas Hine prefers to estimate on an individual project basis, after having discussed or been fully briefed on the proposed project. The prices on the website are fixed unless otherwise agreed by Nicholas Hine.

8.2 There are a number of variables which may affect the estimate including the time of year (affecting our work load), location of shoot, potential weather and other external shooting conditions, associated risk of taking the job on and site visits.

8.3 Travel expenses for UK jobs will be billed at 45p per mile. If accommodation is required, that will also be billable though this will be agreed with the client beforehand.

8.4 We will be happy to discuss any of the above with you in greater detail and think you will find us fair, reasonable and transparent.

8.5 We are happy to provide any estimates in writing once we have received a full brief from the client and been able to discuss the requirements and expectations.

8.6 As a rough guide, filming costs are £550 for a whole day, 10 hours base to base. Half day is £375 off site and £400 onsite up to six hours base to base. These rates include the kit mentioned on the RATE page with other kit available at an extra cost. Site visits are not included in either of these prices.

8.7 Nicholas Hine would expect to spend 3-5 days editing a typical 2-5 minute video, including making a title sequence and all amendments necessary to get your approval, to give you an initial finished video. Editing costs £375 per day or £400 per day on site.

8.8 All other amendments to the video take time to re-edit and is chargeable to you.  (Re-editing @ £375 per day (or £400 on site) is not included in the estimate).

8.9 Any additional costs (such as music, voiceovers and hired equipment) will be estimated and agreed with you before commencing any work.

8.10 A discount is offered for on-going site visits (monthly) or where multiple sites are within reasonable distances.

8.11 All charges exclude VAT, which will be charged at the prevailing rate, (where applicable) and are subject to these Terms and Conditions

1. ESTIMATES:

9.1 Written estimates will be supplied for all work on receipt of a clear and accurate written brief from the client. Written briefs are required to ensure objectives are well defined for both the client and Nicholas Hine and to avoid errors.

1. CONFIDENTIALITY:

10.1 All enquiries will be treated in the strictest confidence

1. PHOTOGRAPHIC or video MATERIALs SUPPLIED:

11.1 Nicholas Hine uses cameras and monitors that are high spec and industry standard. But due to variances in other monitors, software and computer platforms, the footage may display differently on other monitors. Therefore, neutrals will be set for mathematical neutrality and colour will be adjusted for pleasing tonalities. Whilst we will endeavour to provide an accurate colour rendition of the original scene, we cannot guarantee to match the colour perceived by the human eye.

11.2 It is Client’s responsibility to verify that the digital data, including colour profile, if provided, are suitable for reproduction of the expected quality and colour accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Nicholas Hine's sole obligation will be to replace or repair the data, but in no event will Nicholas Hine be liable for poor reproduction quality, delays, losses, expenses, or consequential damages, resulting directly, or indirectly, from defects or errors in digital files or their use.

11.3 All original photographic material (i.e. high-resolution digital RAW/tiff files and/or Video) remains the property of Nicholas Hine.

1. LEGAL REPRODUCTION RIGHTS, MORAL RIGHTS AND COPYRIGHT (COPYRIGHT, DESIGNS AND PATENTS ACT 1988) AND PROPERTY MISDESCRIPTIONS ACT 1991.

12.1 Limited reproduction rights of the commissioned material pass to the client upon full settlement of the final invoice. This allows reproduction for all uses stated on the quotation from Nicholas Hine. By default, and in the absence of any stated use, this will be ‘General Marketing’. ‘General Marketing’ use excludes use for ‘merchandising’ (e.g. reproduction of an image for promotion on goods for resale), for which an additional fee will need to be negotiated.

12.2 Unless agreed in advance, use of the images by any third party (including, but not limited to, newspapers, magazines, book publishers, television, film and the Internet) will only be granted following written permission from Nicholas Hine. This will incur a negotiated reproduction fee.

12.3 We abide by the Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Marketing Regulations 2008. We will not alter our images to deliberately mislead the viewer. We remind users of our images that publishing old images (which were taken much earlier when the views were significantly different), without indicating capture date, could be misleading. Both of these activities may be considered as offences under these Regulations.

1. LICENCING

13.1 We grant you (our client) an exclusive licence to use the commissioned material as agreed previously for a period of 12 months from the date of delivery of the commissioned material from Nicholas Hine to you (our client) or from the date that full payment has been received by Nicholas Hine from you (our client) for the commissioned material, whichever is the later. After the period of the licence as stated it will have expired:

13.2 We grant you (our client) a non-exclusive licence to use the commissioned material in perpetuity and in agreement as previously expressed. And you (our client) agree that Nicholas Hine may use the images ourselves and that Nicholas Hine may also licence the images to third parties without reference to you (our client).

13.3 Nicholas Hine shall be granted complete artistic licence including in relation to the poses photographed and the locations used. The Nicholas Hine’s judgement regarding the locations/poses and number of images taken shall be final. Due to the vagaries of the weather and the willingness of subjects it may not be possible to capture all the images requested.

1. RESHOOTS:

14.1 The client is responsible for sending an authorized representative to the shoot. If no representative is present, Client must accept Nicholas Hine’s judgment as to the creation of the media content.

14.2 If Client requires a reshoot, Client will pay Nicholas Hine an additional fee of one hundred percent of the cost stated in the quote or invoice for the original shoot, plus all expenses for the reshoot.

14.3 If a reshoot is required due to factors beyond the control of Nicholas Hine, including but not limited to, weather conditions, acts of God, or the fault of a third party, Nicholas Hine will not charge an additional fee and Client agrees to pay all expenses for the reshoot.

1. CANCELLATION BY Nicholas Hine:

15.1 If Nicholas Hine cannot shoot due to adverse weather conditions, illness, mechanical failure, accident, acts of God or any other cause beyond our control, then we will attempt to procure the services of another professional photographer/ videographer to fulfil our obligations. If that does not succeed and the shoot cannot be rescheduled, Nicholas Hine will refund all advance monies paid for that day and will have no further liability concerning this agreement, and Nicholas Hine will not be responsible or liable for any other damages beyond the amount of this agreement. Costs incurred prior to the shoot day such as paid-for site visits and meetings are excluded and remain due for payment. This Limitation of liability will also apply if any footage is lost or damaged through equipment malfunction, or otherwise, without the fault of Nicholas Hine.

15.2 If Nicholas Hine cannot shoot due to reasons that only become evident once on site or for reasons that Nicholas Hine was not advised of beforehand, then the full cost will remain due for payment. Nicholas Hine may, at his sole discretion, offer a discount on a reshoot should one be scheduled.

1. LIMITATION OF LIABILITY, WEATHER, FORCE MAJEURE, ACT OF GOD AND OTHER CONSTRAINTS:

16.1 As with any outdoor location photography, a successful outcome depends upon suitable weather conditions. A decision to photograph on a particular day is normally delayed to the last practical moment to maximise the chance of suitable weather.

16.2 If the work could not be completed due to client reasons (e.g., but not limited to, lack of access or unscheduled site activity etc.), the client may be charged to recover costs and time.

16.3 Nicholas Hine will always endeavour to complete its assignments by proposed completion dates. However, due to weather and other operational constraints, Nicholas Hine cannot guarantee completion on or by any specific date. It, therefore, cannot be held responsible for any missed publishing or other deadlines or any consequential costs involving the timing of the commission.

16.4 The client understands and accepts that event coverage will be as the operators professional expertise determines and that no one photograph/video will be more important than another. Special requests are not binding instructions, although every effort is made to comply with the client’s wishes.

16.5 In exceptional circumstances, Nicholas Hine may not be able to completely fulfil or complete a contract at all. In these cases, it will refund part or all of any deposit received and not accept any other liability. In any event, the liability of Nicholas Hine will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.

16.6 Nicholas Hine does not accept liability for errors resulting from incomplete or inaccurate instructions from the client’s written brief, nor for delays or restrictions caused by Air Traffic Control, CAA or the Police or similar bodies.

16.7 Whilst back-up copies of images are usually kept, Nicholas Hine accepts no responsibility nor has liability for maintaining archive copies of photographic material after the work been delivered to and accepted by the client. The client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. Client hereby releases Nicholas Hine and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Nicholas Hine becoming unusable.

16.8 Nicholas Hine has all necessary insurances, including Public Liability Insurance of £2 million pounds. These can be increased if necessary.

16.9 Nicholas Hine and its employees and agents shall be under no liability for any injury, loss, or damage of any kind whether direct, consequential or special and howsoever caused resulting from or arising out of or incidental to:

16.10 Any negligence on the part of us or our employees (except insofar as the same causes death or personal injury) or

16.11 Our performance of or failure to perform or breach of any of its express implied obligations under the contract.

16.12 You shall indemnify us against any liability whatsoever (including any liability based on the negligence of you) which it may incur resulting from any claim made against you by any third party.

16.13 We accept no liability for delay or non-fulfilment of any term of the contract caused wholly or in part by “force majeure”, which expression shall be deemed to include war, strikes, lockouts, accidents, fire, scarcity or materials or any other cause or causes not within our direct control.

1. COMPLAINTS:

21.1 Any complaints should be raised with Nicholas Hine in writing, within 28 days of first becoming aware of the matter and in any event within 28 days of receipt of the images/video.

1. ACCEPTANCE OF TERMS:

22.1 The client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon and inures to the benefit of, Client and Nicholas Hine, as well as their respective principals, employees, representatives, and successors. Client and its principals, and employees are jointly and severally liable for the performance of all payments and other obligations hereunder.

22.2 No amendment or waiver of any items is binding unless outlined in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and Client is bound by, Client’s oral authorisations for any additional media content, fees, and expenses, that could not be confirmed in writing due to the immediate proximity of completing the photography assignment.

22.3 All work shall be completed in a professional manner, and in compliance with all applicable laws.

22.4 Nicholas Hine shall not be liable for any delay due to circumstances beyond our control.

22.5 Nicholas Hine is an independent Contractor and not an employee of the Client.

22.6 The Client shall indemnify, defend hold and Nicholas Hine, our contractors and representatives, harmless against any and all claims, liability for loss, damages, costs and expenses, including reasonable legal fees and expenses, that may arise from Client’s use of any media content, or injury to persons or property resulting from the negligence or wilful misconduct of the Client.

22.7 Nicholas Hine’s liability for loss, damage, or failure to deliver the media content (stills photography and/or video) shall be limited to the return of all payments made.

22.8 Nicholas Hine will take all reasonable care in the production of the media content and the performance of this agreement. But Nicholas Hine will not be liable for any loss, damages, or costs, suffered by Client, or by any third party, arising from Client’s use of any media content.

22.9This Agreement will be deemed to be a contract made under the laws of the United Kingdom, and for all purposes will be interpreted in its entirety following these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the United Kingdom.

22.10 The client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favour of Nicholas Hine.

22.11 If any provision of this Agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

22.12 In addition to oral and written agreements, use of any media content by Client will constitute acceptance of all the above terms and conditions.

22.13 This Agreement constitutes the entire and only agreement between Nicholas Hine and Client with respect to its subject matter and supersedes all previous agreements, understandings, and communications, whether oral or written, between the two parties with respect to the subject matter hereof.

22.14 The client acknowledges that they have read this agreement and both understand and agrees with Nicholas Hine regarding all of the Terms and Conditions.