Terms and Conditions
APPLICATION OF TERMS
1. 1.1. These terms and conditions will:
1.1.1. apply to all Assignments undertaken by Little Red Panda Ltd (LRP) for the Client and to all usage Licences or extended and/or additional Usage Licences relating to such Assignments; and
1.1.2. prevail over any inconsistent terms or conditions contained, or referred to, in Client’spurchase order, confirmation of order, acceptance of Estimate, or specification or otherdocument supplied by Client, or implied by law, trade custom, practice or course of dealing
2. “Little Red Panda Ltd (LRP)” means the commissioned Little Red Panda Ltd (LRP) whose details are set out in the Estimate and invoice(s) for an Assignment.
“Assignment” means a commission by the Client of Little Red Panda Ltd (LRP) for provision of Little Red Panda Ltd (LRP)’s services at a shoot for the purpose of creating the Material.
“Advertiser” means any client of the Client for whose benefit or use the Material iscommissioned.
“Client” is the party commissioning Little Red Panda Ltd (LRP) and includes the Client’s affiliates,assignees, and successors in title.
“Estimate” means any email or other document electronic or otherwise created by Little Red Panda Ltd (LRP) and setting out the Fee and expenses for any Assignment along with information as to Usage Licences.
“Fee” means Little Red Panda Ltd (LRP) fees as set out in the Estimate.
“Licensed Images” means the still and/or moving images selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms.
“Material” means all photographic material created by Little Red Panda Ltd (LRP) pursuant toan Assignment and includes but is not limited to transparencies, negatives, prints, digital files orany other type of physical or electronic material recording either still or moving images.
“Shoot Duration” means the number of confirmed days of a shoot whether undertakenconsecutively or in separate parts and includes all shoot, travel, recce, preparation or test days.
“Usage Licence” means the licence to use the Licensed Images as set out in clause 3 .3 and clause 9 below.
“Working Day” means a day that is not a Saturday or Sunday or any day that is a Bank Holiday in England.
“B.U.R” means Base Usage Rate and is the figure by reference to which additional usage fees tothe usage fees stated on Little Red Panda Ltd (LRP)’s original Estimate as accepted by the Client are established.
3. 3.1. Estimates provided by Little Red Panda Ltd (LRP) are based upon the information provided by the Client in advance of preparing the Estimate.
3.1.2. Changes to the requirements for an Assignment before or during a shoot may increase the Fee and expenses.
3.1.3. Estimates shall specify the number and characteristics of Licensed Images which the Client shall be entitled to use and the media and territories in and durations for which they may be used and these shall be the terms of the Usage Licence unless otherwise agreed in writing . The Client is responsible for checking the Estimate to ensure that it provides for all requirementsincluding but not limited to post production, high resolution files, the correct usage licences and all technical specifications for the Licensed Images.
3.1.4. Unless otherwise agreed in writing the Client’s agreement of shoot date(s) shall be deemed to be acceptance of the Estimate.
3.1.5. If no B .U .R . has been stated, it will be equivalent to Little Red Panda Ltd (LRP)’s per image shoot rate.
3.1.6. Little Red Panda Ltd accepts estimates approved via email and the Client agrees to be bound by the price description discussed via email relating to any photoshoot.
3.1.7. Little Red Panda Ltd will endeavour to make pricing as clear as possible to the Client.
3.1.8. It is the regular but not guaranteed practice of Little Red Panda Ltd to include basic retouch with any photography.
3.1.9. Little Red Panda Ltd reserves the right to take each and every image on a case by case basis . Any images requiring retouch over and above that which Little Red Panda Ltd deems as basic will be charged to the Client at further cost.
CONDUCT OF THE SHOOT
4. 4.1. The shoot will be arranged on date(s) mutually agreed between the Parties.
4.2. During the shoot Little Red Panda Ltd (LRP) will take account of the Client’s reasonable instructions in respect of the shoot brief.
4.3. If the Client is not present during the shoot then Little Red Panda Ltd (LRP)’s interpretation of the brief shall be deemed acceptable to Client .
OVERTIME AND ANTISOCIAL HOURS
5.1. A normal day is up to 9 hours (including 1 hour for lunch) between 9am and 6pm on any Working Day .
5.2. Any hours worked outside a normal day (“Antisocial Hours”) will incur additional overtime fees for Little Red Panda Ltd (LRP), crew and facilities . These will be agreed between the Parties .
5.3. Additional fees for crew, facilities and any other third parties required to work Antisocial Hours
6. shall be as set out in their standard terms or otherwise negotiated.
CANCELLATION OF SHOOT
7. 7.1. If a confirmed shoot is cancelled or postponed for reasons outside the control of Little RedPanda Ltd (LRP) (including unsuitable weather / light), Little Red Panda Ltd (LRP) reserves the right to charge a cancellation fee at the following rates together with all incurred expenses: On Shoot Duration of two days or less:
7.1.1. cancellation on less than 3 Working Days notice - 100% of Fee + all expenses; or7.1.2. on 3 to 6 Working Days notice - 75% of Fee + all expenses; or
7.1.3. on more than 6 Working Days notice - 50% of Fee + all expenses . On Shoot Duration in excess of 2 days and on notice equivalent to:
7.1.4. the Shoot Duration or less -100% of Fee + all expenses; or
7.1.5. more than the Shoot Duration but not more than twice the Shoot Duration - 75% of Fee + all expenses; or
7.1.6. more than twice the Shoot Duration - 25% of Fee + all expenses .
ACCEPTANCE & DELIVERY
8. 8.1. Following completion of the shoot Little Red Panda Ltd (LRP) will deliver the Material to the Client as soon as reasonably practicable and in the agreed format to enable the Client to select the Licensed Images.
8.2. Subject to any previously agreed deadlines for post-production work Little Red Panda Ltd (LRP) will carry out any such work required as soon as reasonably practicable but cannot guarantee urgent turnaround.
8.3. Unless expressly agreed in writing between the Parties the Client shall not be entitled to reject the material on the basis of style or composition.
STORAGE OF MATERIAL
9. 9.1. The Client shall ensure that it takes appropriate steps to keep safe an exact digital copy of all Material supplied for the duration of the Usage Licence . Little Red Panda Ltd (LRP) will not be responsible for archiving any Material unless by prior written agreement with the Client.
9.2. Save for the purposes of the Usage Licence including clause 8 .1 above the Material may not be stored in any electronic medium or transmitted to any third party, including for theavoidance of doubt any associated or branch office of the Client, without the written permissionof Little Red Panda Ltd (LRP).
9.3. Upon publication of the Licensed Images or any of them and on Little Red Panda Ltd (LRP)’s request the Client shall supply to Little Red Panda Ltd (LRP) free of charge a high-resolutiondigital file, PDF format file or good quality hard copies of the Licensed Images in the context inwhich they are published.
COPYRIGHT & USAGE LICENCES
10. 10.1. The entire copyright and all similar rights throughout the world in all the Material and ownership of all physical materials created by or for Little Red Panda Ltd (LRP) shall vest in and be retained by Little Red Panda Ltd (LRP) at all times without prior written agreement.
10.2. The Client is responsible for informing the Advertiser of the extent and limitations of all Usage Licences.
10.3. Upon payment in full of both the Fee and expenses for an Assignment Little Red Panda Ltd (LRP) grants to the Client the right to use the Licensed Images on the express terms of the Usage Licence . No use may be made before payment in full without Little Red Panda Ltd (LRP)’s express agreement in writing.
10.4. Provided that the Client has paid in full all invoices relating to the Assignment the period ofuse specified in the Usage Licence commences from the date of first use or 6 months after theshoot date, whichever is sooner (unless otherwise agreed in writing).
10.5. Usage of the Licensed Images is limited to use of such images as provided by Little Red Panda Ltd (LRP) and the Client shall not manipulate any Licensed Photograph or make use of only part of any individual image without the prior written permission of Little Red Panda Ltd (LRP).
10.6. The Client may only sub-license the right to use the Licensed Images to the disclosed Advertiser as agreed and strictly on the terms of the Usage Licence.
10.7. Neither the Client nor the Advertiser may use the Licensed Images in relation to any
additional products or services not specified in the Usage Licence.
10.8. Any licence to use the Licensed Images shall automatically be revoked if payment in full ofboth the Fee and expenses for an Assignment is not received by the due date specified in therelevant invoices or if the Client or Advertiser becomes insolvent or is put into receivership or is subject to any of the matters set out in clause 20 .1 .2 below.
10.9. The base assumption of images or moving image produced by LRP covers e-Commerce usage only . Usage requirements over and above including social media, web platform and any print or tv media in any format must be discussed and approved prior to shooting any materials.
11. 11.1. The Fee is based on the Usage Licence as specified in the Estimate. Any additional orextended use (including for the avoidance of doubt the use of individual still frames from licensed moving image footage) will attract an additional fee which must be agreed by Little Red Panda Ltd (LRP) in advance.
11.2. Any estimates of additional or extended usage licence fees provided to the Client are validfor a period of three months from the date of the estimate only (unless otherwise notified inwriting).
11.3. The Client acknowledges that such estimates do not include provision for any third party rights which are the responsibility of the Client pursuant to clause 12 below.
11.4. The Client shall procure that the Advertiser requests any necessary extended or additional usage licence(s).
11.5. Any extended or additional use made without permission shall attract an additional fee calculated by BUR and an administration fee based on the time involved.
12. 12.1. All Usage Licences granted by Little Red Panda Ltd (LRP) to the Client shall be exclusive to the Advertiser and the Client unless otherwise agreed in writing.
12.2. Subject to clause 11 .4, Little Red Panda Ltd (LRP) undertakes not until 1 year after the shoot or the expiry of the Usage Licence(s) (whichever is later) to grant any other licence in respect of the Material to any third party.
12.3. After expiry of the exclusivity period Little Red Panda Ltd (LRP) shall make such use of the Material including the Licensed Images as LRP sees fit.
12.4. Nothing in this clause 11 shall prevent Little Red Panda Ltd (LRP) at any time from using the Material, whether commercial, test or speculative (images shot for presentation/pitch/ awards), in any form and in any manner worldwide for the purpose of promoting his/herservices, provided that in the case of unpublished Material Little Red Panda Ltd (LRP) shall firstobtain the Client’s consent, such consent not to be unreasonably withheld . Little Red Panda Ltd (LRP) reserves the right to use the Material for this purpose whether or not in the context of the Advertiser’s advertisement or other material in which the material is incorporated, including without limitation the Advertiser’s branding.
THIRD PARTY RIGHTS
13. 13.1. Engagements of third party suppliers, including models, are subject to such terms and conditions as those parties may require which shall be made available by Little Red Panda Ltd (LRP) on request.
13.2. Estimated model fees cover modelling time only and the Client shall be responsible for clearing model usage unless otherwise stated on the Estimate.
13.3. Items created specifically for the shoot shall remain the property of their creator unlessagreed otherwise.
13.4. Little Red Panda Ltd (LRP) shall not be responsible for obtaining any clearances in respect of third party copyright works, trademarks, designs or other intellectual property used in relation to the Assignment or any Usage Licence or extension thereof unless expressly agreed in writing prior to the shoot.
14. 14.1. In respect of all editorial uses and otherwise as additionally stated in the Estimate the Client shall procure that Little Red Panda Ltd (LRP)’s name is printed on or in reasonable proximity to all published reproductions of the Licensed Images.
14.2. Where possible LRP would prefer to be tagged in any social media posts pertaining to work produced for any client.
14.3. LRP reserves the right to use any images produced by LRP for any client for uses of
the promotion of LRP to include any method of association to the client involved as deemed appropriate to any given platform e .g . tagging . This can include placement on LRP website and any social media platform . This includes the use of images of moving image of any client product or whether directly owned or third party and also recognisable models in perpetuity . LRP assumes that the client has negotiated these rights with any given model agency.
15. 15.1. All expenses and production costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on presentation.
15.2. All other invoices must be paid within 30 days of the date of issue . Little Red Panda Ltd (LRP) reserves the right to charge interest on late payments at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made.
15.3. If there is a delay of one month or more between agreed pre-production work and
16. the shoot, Little Red Panda Ltd (LRP) reserves the right to invoice the Client for the pre-production element of the Fee and for any expenses already incurred by Little Red Panda Ltd (LRP).
16.1. Usage Licence and any third party fees negotiated by Little Red Panda Ltd (LRP) are payable regardless of whether Licensed Images are in fact used by the Client or the Advertiser.
16.2. All payments are due in pounds sterling unless expressly stated otherwise.
17. 17.1. All expenses figures provided in advance of a shoot are estimates only and the Clientshould allow a minimum 10% contingency budget in all cases . All estimated costs are stated exclusive of VAT.
17.2. Little Red Panda Ltd (LRP) will endeavour to work within the agreed cost estimate, butindividual costs within the Estimate may vary at his/her discretion to enable the most effectiverealisation of the brief.
17.3. Receipts for expenses can only be provided if requested prior to shoot confirmation. Provision of receipts will incur an accountancy charge of 1 .5% of total costs and fees incurred in respect of the Assignment subject to a minimum charge of £250 and a maximum of £600.
17.4. Where extra expenses or time are incurred by Little Red Panda Ltd (LRP) as a result of alterations to the original brief by the Client, or otherwise at its request, the Client shall be liable to pay such extra expenses and additional fees at Little Red Panda Ltd (LRP)’s normal rate.
RETURN OF MATERIALS
18. 18.1. Within 30 days of expiry of any Usage Licence the Material must be returned to Little RedPanda Ltd (LRP) in good condition and any digital files stored by the Client and the Advertisermust be deleted.
19. 19.1. The Client shall indemnify Little Red Panda Ltd (LRP) and keep him/her and their respectiveofficers and employees indemnified on a continuing basis against all liabilities, claims, costs,damages and expenses claimed or incurred (including legal costs) or licence fees due by reason of any infringement claim, or alleged infringement, of any intellectual property rights relating to any failure by the Client to obtain third party clearances or arising out of use of the Material by the Client or the Advertiser outside of the Usage Licence or otherwise as a result of any breach by the Client or the Advertiser of these terms.
EXTENT OF LIABILITY
20. 20.1. Little Red Panda Ltd (LRP) shall not be liable to the Client for any loss of profit, loss
of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Little Red Panda Ltd (LRP), Little Red Panda Ltd (LRP)’s employees, agents or sub-contractors or otherwise) which arise out of or in connection with the shoot.
20.2. Little Red Panda Ltd (LRP)’s maximum aggregate liability for all losses, damages, costs,
21. claims and expenses however or whenever arising out of or in connection with these Terms shall in any event be limited to the total amount of the fees paid to Little Red Panda Ltd (LRP) in relation to the relevant Assignment.
21.1. Notwithstanding the above, nothing in these terms excludes or limits the liability of Little Red Panda Ltd (LRP) for death or personal injury caused by Little Red Panda Ltd (LRP)’s negligence or that of his/her employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal to exclude.
21.2. Little Red Panda Ltd (LRP) hereby disclaims any warranties, conditions and other terms on or relating to the services hereunder or any parts thereof which might otherwise be implied whether by statute, law, custom, course of dealing or otherwise, including without limitationany warranty, condition, or other terms of merchantability, quality, fitness for purpose or non-infringement to the fullest extent permitted by law.
22. 22.1. Little Red Panda Ltd (LRP) will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposesof the Assignment, save as may be reasonably necessary to enable Little Red Panda Ltd (LRP) to carry out his/her obligations in relation to the Assignment.
22.2. It shall be the sole responsibility of the Client to arrange for any third party involved in theAssignment to enter into any confidentiality agreement.
22.3. Little Red Panda Ltd (LRP) will not be liable for any breach of confidentiality by any third party.
22.4. LRP is fully signed up and compliant to GDPR regulation and registration.
23. 23.1. Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party:
23.1.1. commits a material breach of these Terms and fails to remedy that breach (if remediable) within 30 days after receipt of written notice requesting its remedy; or
23.1.2. is the subject of a bankruptcy order or becomes insolvent or makes any arrangementor composition with or assignment for the benefit of its creditors or if any of the other party’sassets are the subject of any form of seizure, or the other party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or a receiver or administrator is appointed over the other party’s assets.
EFFECTS OF TERMINATION
24. 24.1. On termination or expiry of these Terms for whatever reason:
24.1.1. The Client shall pay all sums due and owing the date of which will be automatically accelerated to the date of termination.
24.1.2. The provisions of Clauses 2, 3 .3, 8, 9, 10, 11, 12, 13, 16, 17, 18 and 19 shall survive expiry or termination.
24.1.3. Any termination and/or suspension of these Terms shall be without prejudice to anyother rights or remedies a party may be entitled to hereunder or at law and shall not affect anyaccrued rights or liabilities of either party.
25. 25.1. Little Red Panda Ltd (LRP) shall not be liable for any failure or delay in the performance of any of such party’s obligations under these Terms caused by any circumstances beyond such party’s reasonable control.
CLIENT PRODUCT CARE
26. 26.1. Little Red Panda Ltd requires all clients to have suitable insurance to cover the full cost to the Client of all goods and materials delivered to the premises of Little Red Panda Ltd . This is to include cover for any items in transit further to the insurance cover provided by any logistics transport provider . Little Red Panda Ltd will assume no responsibility for damage or loss to any products during transit by any logistics transport provider that has not been booked directly by Little Red Panda Ltd.
26.2. Little Red Panda Ltd will undertake to store any products owned by the Client for a reasonable time period before, during and after any photoshoot . This period is not to exceed 10 working days post photoshoot without prior agreement.
26.3. Little Red Panda Ltd reserves the right to return any products to the Client using a logistics transport provider of Little Red Panda Ltd’s choice after this period at a cost to the Client to beadded to the final invoice relating to said product.
26.4. Little Red Panda Ltd will endeavour to repackage any product to be returned to the Client to the same standard of packing as when received by Little Red Panda Ltd . Little Red Panda Ltd reserves the right to use branded stickers and/ or packaging to identify the product as to be returned to the Client.
26.5. The Client is welcome to collect their product in person during Little Red Panda Ltd opening hours with prior notice.
26.6. Little Red Panda Ltd will endeavour to notify the Client of any damage to the clients product discovered but not caused by Little Red Panda Ltd at the earliest available opportunity . An image of the product will be emailed to the Client who must in turn acknowledge the damage as not caused by Little Red Panda Ltd.
26.7. Any accidental damage to or loss of the Clients product caused by Little Red Panda Ltd willbe notified to the client at the earliest available opportunity. Little Red Panda Ltd will cover thecost of any damage or loss in this instance to the full wholesale cost of the product by way of insurance claim on Little Red Panda Ltd’s “Goods in Trust” insurance policy to be refunded to the Client or removed from the invoice relating to said product . High value items must be insured under a separate policy held by the Client as per clause 26 .1.
26.8. Any Client wishing to visit the premises of Little Red Panda Ltd may do so by appointment only within Little Red Panda Ltd opening hours.
27. 27.1. Little Red Panda Ltd will endeavour at their discretion to create Client guideline documents to allow any photographer employed by Little Red Panda Ltd either full time or freelance to produce photography for any Client.
27.2. Little Red Panda Ltd reserves the right to utilise any employee or freelancer of their choice to produce photography for any Client.
27.3. If the client wished to for any particular photographer employed by Little Red Panda Ltd they must inform Little Red Panda Ltd prior to shooting . In this instance Little Red Panda Ltd reserves the right to apply clause 27.2
27.4. Clients are welcome to attend any photoshoot if they wish . Any images approved by the Client present at the photoshoot will be taken by Little Red Panda Ltd as fully approved and billable.
27.5. Little Red Panda Ltd will endeavour to the best of their ability to interpret the Clients briefrequirements. Any specific instructions regarding any commissioned photoshoot must be madeclear and in written form preferably with diagram explanations.
27.6. Little Red Panda Ltd will endeavour to the best of their ability to communicate any photography for approval purposes during any photoshoot . In this instances the Client must take no longer than 15 minutes to respond and agrees that if the response time is greater than 15 minutes approval of the photography communicated will be taken as approved by Little Red Panda Ltd.
27.7. The client agrees any images deemed unusable by the client and subsequently require re- shooting where LRP is not at fault the client will cover the full cost of reshooting said image/s.
Non LRP fault includes but is not restricted to:
27.7.a. when the client is present at any pre-booked shoot: poor quality product, incorrect product shot, change of any client preference in regards to preference of product, product combination or model or both, failure of client-booked model performance or attendance, failure to identify and communicate any fault with any client product pertaining to a pre-booked shoot, failure to communicate any preference in regards to a pre-booked shoot including the nature of any given shoot where there is precedent of shooting for said client, failure to feedback preferences to LRP in such a way as to prevent the photoshoot proceeding in a timely manner.
27.7.b. when the client is not present at any pre-booked shoot: poor quality product, failure to notify of any change of any preference of product selection or model to be shot, sendingproduct unfit for photography, failure to send any product in time for any pre-booked shoot session, failure to feedback preferences to LRP in such a way as to prevent the photoshoot proceeding in a timely manner, failure to communicate any preference or change in preference in regards to a pre-booked shoot including the nature of any given shoot where there is precedent of shooting for any given client, failure of client-booked model performance or attendance.
28. 28.1. Waiver: No delay or omission by a party in exercising any right or remedy under these Terms shall operate to impair such right or remedy or be construed as a waiver thereof . Any single or partial exercise of any such right or remedy shall not preclude any further exercise or the exercise of any other right or remedy.
28.2. Assignment/Sub-contracting: Neither party shall be entitled to assign, transfer,
29. delegate or sub-contract the whole or any part of its rights and obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
29.1. Notices: Any notice under these Terms shall be duly given if: (a) delivered personally; or (b) sent by prepaid post, in which case it shall be deemed to have been received 48 hours after posting; or (c) sent by fax, in which case it shall be deemed to have been received when transmitted.
29.2. Entire Agreement and Variation: These Terms and the Estimate constitute the entire agreement between the parties with respect to their subject matter.
29.3. Severability: If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the Terms and the remainder shall continue to be valid and enforceable to the fullest extent permitted by law.
29.4. Relationship: Nothing in these Terms shall be construed so as to give rise to any agency, joint venture, partnership or relationship of employer and employee between the parties.
29.5. Third Party Rights: The provisions of these Terms are for the benefit of the parties and arenot intended to confer upon any person except the parties any rights or remedies hereunder. No person who is not a party to these Terms shall have any right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
29.6. Law and Jurisdiction: These Terms are governed by the laws of England & Wales and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England & Wales.