These Terms and Conditions set out the terms on which Vishal Sharma (“I”, “me”, “my”) provides photographic services to the client (“you”, “your”).
These Terms and Conditions apply to all photographic services supplied by me unless otherwise agreed in writing. Any variation must be agreed in writing by both parties.
1. Definitions
1.1 “Photographic Services” means my attendance at an agreed location for an agreed duration for the purpose of providing unit stills photography and/or related photographic services.
1.2 “Photographic Material” means any photographs, stills, previews, selects, contact sheets, edited or unedited image files, associated metadata, and any derivative works created by me in the course of providing the Photographic Services, whether supplied in physical or digital form.
1.3 “Contract” means the written agreement, booking confirmation, call sheet instruction, purchase order, email confirmation, or other written instruction under which I provide the Photographic Services, together with these Terms and Conditions.
1.4 “Business Client” means a client acting wholly or mainly for purposes relating to that client’s trade, business, craft or profession.
1.5 “Consumer” means an individual acting wholly or mainly for purposes wholly or mainly outside their trade, business, craft or profession.
1.6 “Shoot Day” means the agreed period of attendance for the Photographic Services, whether expressed as a full day, half day, hourly booking, or other agreed duration.
1.7 “Raw Files” means any unedited digital image files, including original capture files, camera-generated files, and any files not selected, edited, processed, retouched, or otherwise prepared for delivery by me.
2. Scope of Services
2.1 The scope, date(s), location(s), duration, fee, and any agreed usage or deliverables for the Photographic Services shall be agreed in writing before the booking is confirmed.
2.2 You should provide a written brief where reasonably possible. I will use reasonable skill and care to interpret any brief provided, but I retain reasonable discretion as to artistic, technical, and editorial judgment in the capture, editing, and selection of Photographic Material, while taking proper account of the brief.
2.3 Unless expressly agreed otherwise in writing, I do not guarantee capture of any specific scene, setup, performer, publicity moment, behind-the-scenes moment, or set of images where circumstances beyond my reasonable control prevent this, including production changes, restricted access, timing issues, performer availability, weather, lighting, location limitations, or instructions from production personnel.
2.4 Any change to the agreed scope, duration, location, call time, wrap time, deliverables, or other requirements may result in additional charges, which I will notify to you as soon as reasonably practicable.
3. Fees, Expenses and Overtime
3.1 My fees shall be as agreed in writing.
3.2 Unless otherwise agreed in writing, my fee covers only the Photographic Services expressly agreed at the time of booking.
3.3 You shall reimburse all agreed expenses reasonably incurred in connection with the booking, including where applicable travel, mileage, parking, rail or air fares, accommodation, subsistence, courier costs, assistant fees, equipment hire, location-related costs, and other out-of-pocket production expenses.
3.4 Where the Shoot Day exceeds the agreed duration, I reserve the right to charge overtime or an additional fee at my usual rate or at another rate agreed in writing.
3.5 If the booking requires travel outside my usual working area, unsocial hours, split-day attendance, overnight stay, or unusually early call times, additional charges may apply where notified in advance or as soon as reasonably practicable.
4. Delivery of Photographic Material
4.1 Unless otherwise agreed in writing, Photographic Material will ordinarily be delivered electronically through my gallery website, file transfer service, or another electronic delivery method selected by me.
4.2 Delivery times are estimates only unless expressly stated otherwise in writing.
4.3 I shall use reasonable care in preparing and delivering the Photographic Material, but I am not liable for delay or failure in delivery caused by events beyond my reasonable control, including internet outage, file corruption by third-party platforms, platform restrictions, or technical failure outside my systems.
4.4 Where physical media is supplied at your request, you acknowledge that I am not responsible for damage, loss, corruption, incompatibility, or delay arising after dispatch, except to the extent caused by my negligence or breach of contract.
5. Archiving and Retrieval
5.1 I will use reasonable endeavours to retain Photographic Material for twelve (12) months from the date of the relevant shoot or, if later, the date of final delivery.
5.2 After that period, I may delete, overwrite, or otherwise dispose of any Photographic Material without further notice.
5.3 I do not guarantee long-term storage, archiving, or backup beyond the period stated in clause 5.1.
5.4 If, after the retention period, I am able to retrieve Photographic Material at your request, a retrieval and transfer fee of £300 plus VAT, if applicable, shall apply for electronic delivery.
5.5 Where supply on physical media is requested, you shall also pay the cost of the media, packaging, postage, and any reasonable administration charges notified to you in advance.
6. Cancellation, Postponement and Force Majeure
6.1 Neither party shall be liable for failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control, including illness, accident, extreme weather, fire, flood, industrial action, transport disruption, government restriction, public health event, utility failure, or failure of suppliers or venues.
6.2 If you cancel or postpone a confirmed booking, I reserve the right to charge a cancellation fee as follows unless otherwise agreed in writing:
(a) more than five (5) working days before the scheduled start time: no cancellation fee, but any non-refundable expenses already incurred remain payable;
(b) between two (2) and five (5) working days before the scheduled start time: fifty per cent (50%) of the agreed fee, plus any non-refundable expenses already incurred;
(c) within forty-eight (48) hours of the scheduled start time, or on the day of the booking: one hundred per cent (100%) of the agreed fee, plus any non-refundable expenses and agreed travel costs already incurred.
6.3 If a booking is postponed rather than cancelled, I may, at my discretion, apply any cancellation fee paid against a rearranged date, provided that date is agreed within a reasonable period and subject to my availability.
6.4 If I am unable to attend due to illness, accident, or another event beyond my reasonable control, I shall notify you as soon as reasonably practicable and, where possible, use reasonable efforts to reschedule or recommend a suitable substitute. My liability in such circumstances shall be limited in accordance with clause 12.
7. Insurance and Responsibility
7.1 I maintain public liability and professional indemnity insurance, and any other insurance I consider appropriate for the nature of my business.
7.2 Nothing in these Terms and Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
7.3 You are responsible for ensuring that the working environment is reasonably safe and that I am informed of any relevant health, safety, security, access, confidentiality, or production requirements applicable to the booking.
8. Use of Photographic Material by Me
8.1 Unless otherwise agreed in writing, you grant me a non-exclusive, worldwide, royalty-free licence to use selected Photographic Material for my portfolio, website, social media, award submissions, editorial features about my work, self-promotion, and other promotional materials connected with my business.
8.2 I will not knowingly use Photographic Material in a manner that discloses confidential information, plot-sensitive material, unreleased designs, embargoed material, or unpublished content where I have been informed in writing before such use that the material is confidential or embargoed.
8.3 Where a production, broadcaster, distributor, agency, or other client requires complete confidentiality, embargoed use, delayed portfolio use, or prior approval before self-promotional use, this must be agreed in writing before the booking, and I reserve the right to charge an additional fee or agree a different rate on that basis.
8.4 Unless otherwise agreed in writing, I will not use Photographic Material for self-promotional purposes before first public release, transmission, exhibition, or publication of the relevant production or project.
9. Copyright and Licence to Client
9.1 Copyright and all other intellectual property rights in the Photographic Material remain vested in me at all times unless expressly assigned in writing.
9.2 No copyright is transferred to you by delivery of the Photographic Material.
9.3 Subject to payment in full of all sums due, I grant you a non-exclusive, non-transferable licence to use the Photographic Material only for the purpose or purposes agreed in the Contract.
9.4 Unless otherwise agreed in writing, the licence granted under clause 9.3 does not permit:
(a) sale, resale, sublicensing, syndication, or distribution to third parties other than those directly involved in the agreed production, publicity, or commissioning purpose;
(b) use for merchandising, product endorsement, advertising unrelated to the agreed production, or commercial exploitation beyond the agreed purpose;
(c) substantial alteration, manipulation, retouching, or creation of derivative works other than reasonable cropping, resizing, or formatting for layout and publicity use;
(d) removal of copyright metadata, credit information, or notices;
(e) use of the Photographic Material for training, testing, or developing artificial intelligence systems, machine learning models, image generators, or similar technologies.
9.5 Any use outside the agreed licence requires my prior written permission and may be subject to an additional fee.
9.6 Unless otherwise agreed in writing, I am not obliged to supply Raw Files, all images captured, or unselected material created in the course of providing the Photographic Services.
10. Client Warranties and Permissions
10.1 You warrant that you have authority to instruct me and to enter into the Contract.
10.2 You warrant that you have obtained, or shall obtain, such permissions, consents, clearances, and authorisations as are reasonably necessary for me to carry out the Photographic Services in the agreed production or location environment.
10.3 I am not responsible for obtaining performer releases, location releases, production clearances, or other third-party permissions unless expressly agreed in writing.
11. Payment Terms
11.1 Payment is due within fifteen (15) days of the date of invoice unless otherwise agreed in writing.
11.2 No licence to use the Photographic Material is granted until all sums due have been paid in full.
11.3 Where you are a Business Client and payment is not made on time, I may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
11.4 I may also recover reasonable costs of debt recovery and enforcement to the extent permitted by law.
11.5 If you are not a Business Client, any interest or charges for late payment shall apply only where expressly agreed in writing and only to the extent permitted by law.
12. Limitation of Liability
12.1 Subject to clause 7.2 and clause 12.3, my total liability arising under or in connection with the Contract, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall be limited to the total fee paid or payable for the Photographic Services giving rise to the claim.
12.2 Subject to clause 7.2 and clause 12.3, I shall not be liable for any indirect or consequential loss, loss of profit, loss of business, loss of opportunity, loss of goodwill, or loss of production time, except to the extent that such exclusion is unlawful.
12.3 If you are contracting as a Consumer, nothing in these Terms and Conditions affects your mandatory statutory rights, and any limitation or exclusion of liability shall apply only to the extent permitted by law, including the Consumer Rights Act 2015.
12.4 Nothing in these Terms and Conditions excludes or limits any liability which cannot lawfully be excluded or limited.
13. Data Protection and Privacy
13.1 Any personal data processed in connection with the Contract will be handled in accordance with applicable data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018.
13.2 Where I process personal data contained in correspondence, booking information, invoices, or Photographic Material, I will do so only for legitimate business purposes connected with the provision of the Photographic Services, administration, storage, record keeping, legal compliance, and the establishment, exercise, or defence of legal claims.
13.3 Further information about how personal data is handled shall be set out in my privacy policy, where applicable.
14. Governing Law and Jurisdiction
14.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Subject to any mandatory rights applicable where you are contracting as a Consumer, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.
15. General
15.1 If any provision of these Terms and Conditions is held to be invalid, unlawful, or unenforceable, that provision shall be deemed severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
15.2 These Terms and Conditions constitute the entire agreement between the parties in relation to their subject matter, save where expressly varied in writing.
15.3 Any variation to the Contract or these Terms and Conditions must be agreed in writing by both parties.