RACCOON LONDON

TERMS & CONDITIONS OF BUSINESS

All assignments and licences are subject to the following terms and conditions

Definitions

• “We”, “us” and “Raccoon” means REP London Ltd (company number 09174201), trading as Raccoon London, whose registered office is at 14 Thistlewaite Road, London E5 0QQ, its representatives and employees.

• “You” means the client, its representatives, agents, assigns and successors.

• “Assignment” means the photography and/or videography services described in our quote or booking confirmation.

• “Images” means the photographic and video content produced under an Assignment by digital capture, film or any other physical or electronic means, including audio.

• “Usage Licence” means the rights to use the Images granted to the company, corporation, business or entity named on our quote or invoice, as set out in clauses 3 and 4.

1.  Acceptance

1.1  In commissioning our services — whether by signing our quote, confirming by email, or otherwise engaging us to perform the work through any of your representatives — you agree to these terms and conditions. These terms, together with our quote or booking confirmation, form the entire agreement between us relating to the Assignment and supersede any prior discussions. Any variation must be agreed in writing.

2.  Copyright and Ownership

2.1  REP London Ltd owns and retains the copyright and all other intellectual property rights in each Image produced, and retains ownership of all original captures, RAW files and processed files. Moral rights are reserved.

3.  Usage Licence

3.1  Subject to payment in full (clause 6), you are granted a non-exclusive, worldwide, perpetual licence to use the final delivered Images for: (a) your own websites and microsites; (b) organic (non-paid) social media channels; (c) press and public-relations activity; (d) internal communications and presentations; (e) annual reports; (f) email newsletters; (g) event recaps and reports; (h) award submissions; and (i) reasonable corporate and event-related printed materials.

3.2  The Usage Licence is granted only to the entity named on our quote or invoice and is not transferable. The Images may not be passed on, sub-licensed or sold to any third party without our prior written permission. Use by your partners, sponsors, venues, parent companies, subsidiaries or other connected third parties will be considered and licensed case by case — please ask, we are happy to quote.

4.  Excluded Uses and Additional Licensing

4.1  The Usage Licence does not include: paid advertising of any kind; paid, sponsored or boosted social media activity; out-of-home advertising; television or cinema advertising; large-scale paid print campaigns; product packaging; stock licensing; resale or syndication; or commercial licensing to third parties. Such uses require a separate licence and additional usage fees — we are happy to quote at any time, before or after the Assignment.

4.2  The Images may not be used to train, fine-tune or otherwise develop any artificial intelligence or machine-learning system, or to generate derivative imagery through such systems, without our prior written permission.

5.  Exclusivity and Self-Promotion

5.1  Unless otherwise agreed in writing, the Images are supplied on a non-exclusive basis. We retain the right to use the Images for our own portfolio and self-promotion (and that of the individual photographer or videographer, with our approval) where we consider there is no conflict with your usage requirements. If your event or project is confidential or private, tell us in advance and we will restrict such use accordingly.

6.  Payment and Deposits

6.1  Where our quote indicates that a deposit is required for pre-production and production expenses, the deposit must be paid in full before the shoot commences.

6.2  Our invoices are payable within 30 days of the invoice date unless otherwise agreed in writing before invoicing. We reserve the right to charge interest and compensation on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.3  The Usage Licence is not granted, and no usage or reproduction rights arise, until our invoice has been paid in full.

7.  Cancellations and Postponements

7.1  Once a booking has been confirmed, it is considered firm. If you cancel, the following charges apply:

Notice of cancellation

Charge

Within 1 month of the scheduled activity

100% of the agreed photography/videography fees, plus 100% of any direct costs already incurred or committed (including travel, accommodation, props, equipment, studio or vehicle hire)

More than 1 month before the activity

50% of the agreed photography/videography fees, plus any non-refundable direct costs incurred

7.2  These charges reflect the time reserved and preparations made in advance of the booking.

7.3  Postponements: if you postpone a confirmed booking and a new date is agreed within 6 months, the cancellation charge in clause 7.1 will be credited in full against the rearranged booking, provided we (or the assigned photographer/videographer) are available for the new date. Non-refundable direct costs already incurred remain payable. If no new date is confirmed within 6 months, the postponement is treated as a cancellation from the date of original notice.

8.  Overtime

8.1  If a shoot day extends beyond eight (8) consecutive hours, overtime for photography, videography and crew may be charged at one and one half (1.5) times the applicable hourly rates or fees. Where you or your representative requests extended coverage on the day, this constitutes agreement to the associated overtime charges.

9.  Client Approval and Creative Licence

9.1  You are responsible for having an authorised representative present during the Assignment to approve content as it is captured. If no representative is present, the photographer's or videographer's interpretation of the brief and the resulting Images shall be accepted. You are bound by all approvals and changes made by your representative on the day.

9.2  The photographer/videographer is granted creative and artistic licence. You acknowledge that you are familiar with their portfolio and have requested our services with knowledge of their style; the Images shall not be subject to rejection on the basis of taste or aesthetic criteria.

9.3  We will endeavour to capture all content requested in the pre-event brief. However, live events are uncontrolled and we cannot guarantee delivery of any specific image, background, location or group shot. Factors outside our control include weather, changes to timings, restricted access, poor lighting, and the unwillingness or unavailability of subjects.

10.  Delivery, Re-edits and Revisions

10.1  Delivery timings are as set out in our quote or booking confirmation. Requests for corrections or re-editing of photography must be made within 14 days of delivery; where a request reflects a genuine failure to meet the agreed brief or professional standard, we will correct it at no charge. Further retouching, digital manipulation or re-editing beyond the agreed brief will be quoted and charged as additional work.

10.2  Video content includes two (2) rounds of feedback and revisions. Feedback must be provided within one week of delivery of each version. Further revisions, or feedback outside these windows, will be charged at our standard editing rates, confirmed with you before any additional work is undertaken.

10.3  RAW files and rushes (unless delivered to you by transfer or hard drive) are stored for three (3) months from the event, after which they are deleted unless prior arrangements have been made.

11.  Reshoots

11.1  If you request a reshoot, 100% of all original costs and fees, including photography and videography fees, will be charged, unless the reshoot is required as a result of our failure to meet the agreed brief.

12.  Permissions and Data Protection

12.1  You are responsible for ensuring that appropriate permissions and consents are in place for any persons who may feature in the Images, including displaying visible photography notices at the venue or giving prior notice to guests where required, and for providing any release forms you require. We can advise on wording and signage on request.

12.2  Each party shall comply with applicable data protection legislation (including the UK GDPR) in relation to any personal data processed in connection with the Assignment. For guest images captured at your event, you are the data controller in respect of your use of the Images, and we process them in order to deliver the Assignment as described in our privacy policy at https://www.raccoonlondon.com/privacy-policy.

13.  Crew Substitution and Non-Delivery

13.1  If the assigned photographer or videographer becomes unavailable (for example through illness or emergency), we may substitute a suitably qualified alternative of comparable style and standard, and will inform you as soon as reasonably practicable. Substitution in these circumstances does not entitle you to cancel without charge.

13.2  If we are unable to deliver the Assignment or any part of it, our liability is limited as set out in clause 15.

14.  Force Majeure

14.1  Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including extreme weather, natural disaster, epidemic, fire, flood, terrorism, civil unrest, industrial action or failure of public infrastructure. If such an event prevents the Assignment from proceeding, we will work with you in good faith to rearrange; amounts paid for services not yet performed will be credited to the rearranged booking or, where rearrangement is not possible, refunded less costs already incurred.

15.  Liability and Indemnity

15.1  Nothing in these terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be excluded or limited under the laws of England and Wales.

15.2  Subject to clause 15.1, our total liability to you arising out of or in connection with an Assignment, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you for that Assignment, and we shall not be liable for any indirect or consequential loss, loss of profit, loss of opportunity or loss of reputation.

15.3  You use, publish and distribute the Images at your own risk in respect of matters within your control, including compliance with the Usage Licence, advertising regulations and the permissions in clause 12.1. You agree to indemnify us against claims, damages and reasonable legal fees arising from your use, publication or distribution of the Images outside the Usage Licence or in breach of these terms.

16. Non-Solicitation

16.1 In this clause, "Raccoon Creative" means any photographer, videographer, editor or other crew member whose details we share with you (including in a quote, proposal or portfolio link) or who works on an Assignment for you. "Restricted Period" means the period from the date of our first quote to you until 12 months after the last Assignment on which that Raccoon Creative worked for you.

16.2 During the Restricted Period, you will not, without our prior written consent, directly or indirectly book, commission, engage or employ any Raccoon Creative for photography, videography or related services other than through us. You will not encourage or arrange for any third party to do so, including your clients, partners, venues or connected companies.

16.3 Clause 16.2 does not apply to a Raccoon Creative you can show, by written records, you had engaged directly before we introduced them to you. It also does not apply to one who responds to a general advertisement that was not aimed at them.

16.4 If you breach clause 16.2, you agree to pay us an introduction fee of 50% of all fees paid or payable to that Raccoon Creative for work carried out during the Restricted Period, or £1,500, whichever is greater. The fee reflects the cost of finding, vetting and developing our network and is payable within 30 days of our invoice.

17.  General

17.1  If any provision of these terms is found to be invalid or unenforceable, the remaining provisions remain in full force. A failure or delay by either party to enforce any provision is not a waiver of it.

17.2  The Contracts (Rights of Third Parties) Act 1999 does not apply to these terms and no person other than you and us has any rights under them.

17.3  These terms and any dispute or claim arising out of or in connection with them or an Assignment (including non-contractual disputes or claims) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

REP London Ltd trading as Raccoon London  |  info@raccoonlondon.com  |  www.raccoonlondon.com  |