Terms & Conditions

Last updated: August 26, 2024

1.        Introduction and Scope

1.1   These Terms and Conditions (“Terms”) govern all services and transactions provided by Ninthshot Ltd., including photography services, the operation of this website, and sales via our online store at Ninthshot.com. By visiting our site and/or purchasing a product or service from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”) in their entirety, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. These Terms apply to all Assignments undertaken by Ninthshot and all Usage Licenses granted in connection with those Assignments.

1.2   The Client’s acceptance of the Estimate, or their engagement of Ninthshot’s services, constitutes acceptance of these Terms.

1.3   For details specific to online purchases, please refer to our Shipping Policy, Returns & Refund Policy, and Privacy Policy in addition to various applicable sections contained within these Terms.

1.4   Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

1.5   Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.

1.6   All content displayed on the Ninthshot website, including but not limited to images, text, graphics, and other material, is protected by copyright and other intellectual property laws. Visitors to the website are prohibited from downloading, copying, printing, reproducing, or otherwise using any content from the website without prior written consent from Ninthshot. Any unauthorized use of website content will be considered a breach of these Terms and may result in legal action.

1.7   Ninthshot Ltd. is a company registered in England, with number 15708290, whose registered office is: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, UK.

 

2.        Definitions

2.1   "I", “we”, “us”, “our”, "Ninthshot", "Ninthshot Photography" and “Photographer” refer to Ninthshot Ltd. and any commissioned photographer affiliated with Ninthshot Ltd.

2.2   “Client”, “Customer”, “user” and “you”: The individual or entity commissioning the Photographer, using or viewing our website, or purchasing material from Ninthshot, and includes the Client’s affiliates, assignees, and successors in title.

2.3   “Service”: Refers to photography assignments, consultancy, and e-commerce transactions.

2.4   “Material”: All photographic material created by Ninthshot pursuant to an Assignment and includes but is not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images.

2.5   “Usage License”: The rights granted to the Client to use the Material, as specified in a written agreement.

2.6   “Estimate”: means any email or other document electronic or otherwise created by Ninthshot and setting out the Fee and expenses for any Assignment along with information as to Usage Licences. Estimate may also be referred to as “Quote” and vice versa.

2.7   “Fee”: Ninthshot’s fees as outlined in the Estimate.

2.8   “BACS” and “Stripe”: Payment methods available for photography services.

2.9   “Shopify Payment Gateway”: The payment processing system used for transactions through the Ninthshot online store.

2.10   “Website”: Refers to Ninthshot.com.

2.11   “Working Day”: A day that is not a Saturday or Sunday or any day that is a Bank Holiday in England.

2.12   “Assignment”: a commission by the Client of Ninthshot for provision of Ninthshot’s services at a shoot for the purpose of creating the Material.

2.13   “Advertiser”: any client of the Client for whose benefit or use the Material is commissioned.

2.14   “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.

2.15   “Shoot Duration” means the number of confirmed days of a shoot whether undertaken consecutively or in separate parts and includes all shoot, travel, recce, preparation or test days.

2.16   “B.U.R” means “Base Usage Rate”: is the figure by reference to which additional usage fees to the usage fees stated on Ninthshot’s original Estimate as accepted by the Client are established.

2.17   The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

2.18   Words imparting the singular number shall include the plural and vice-versa.

 

3.        Application of Terms

3.1   These Terms will:

3.1.1   Apply to all Assignments undertaken by Ninthshot for the Client and to all Usage Licenses or extended and/or additional Usage Licenses relating to such Assignments.

3.1.2   Prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by the Client, or implied by law, trade custom, practice, or course of dealing.

3.2   The Client is deemed to have accepted these Terms when they accept our Estimate, use our Services, purchase our Material, or from the date of any performance of the Assignment (whichever occurs earlier).

3.3   The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of these terms and this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. 

 

4.        Intellectual Property and Moral Rights

4.1   Ownership: The entire copyright and all similar rights throughout the world in all the Material and ownership of all physical materials created by or for Ninthshot shall vest in and be retained by Ninthshot at all times.

4.2   Usage License: Upon full payment, the Client is granted a non-exclusive, non-transferable Usage License for the Material as specified in the Estimate. No use may be made of the Material before full payment is received.

4.3   Moral Rights: The Photographer asserts moral rights to be identified as the author of the Material and the right to object to any derogatory treatment of the Material.

4.4   Limitations on Use: The Client must not manipulate, alter, or modify the Material without Ninthshot’s prior written consent. The Material may only be used as provided by Ninthshot, and any additional usage will attract additional fees. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

4.5   Promotional Use: Ninthshot reserves the right to use the Material for promotional purposes, including in portfolios, presentations, or awards, unless otherwise agreed in writing. This right is further detailed in Section 8.7.

 

5.        Photography Services

5.1   Booking and Estimates: Estimates are provided based on the information available at the time. The Estimate will detail the Fee, Usage License terms, and any additional expenses. Changes to the requirements after the Estimate is provided may result in additional costs.

5.2   Acceptance of Estimate: The Client’s confirmation of the shoot date(s) constitutes acceptance of the Estimate and these Terms.

5.3   Conduct of Shoots: Shoots will be conducted on mutually agreed dates. The Photographer will consider reasonable instructions from the Client regarding the shoot brief. If the Client is not present, the Photographer’s interpretation of the brief will be deemed acceptable.

5.3.1  Overtime and Antisocial Hours: A standard shoot day is up to 8 hours (including 1 hour for lunch) between 9 am and 5 pm on any Working Day. Overtime and work outside these hours will incur additional fees, as agreed upon.

5.4   Cancellation of Shoots: If a confirmed shoot is cancelled or postponed for reasons beyond the Photographer’s control, including unsuitable weather/light, Ninthshot reserves the right to charge a cancellation fee based on the notice period and expenses incurred.

5.4.1   For Shoot Durations of two days or less the following fees apply:

5.4.1.1   Less than 3 Working Days’ notice: 100% of Fee + all expenses.

5.4.1.2   3 to 6 Working Days’ notice: 75% of Fee + all expenses.

5.4.1.3   More than 6 Working Days’ notice: 50% of Fee + all expenses.

5.4.2   For Shoot Durations exceeding two days the following fees apply:

5.4.2.1   The Shoot Duration or less -100% of Fee + all expenses

5.4.2.2   More than the Shoot Duration but not more than twice the Shoot Duration – 75% of Fee + all expenses

5.4.2.3   More than twice the Shoot Duration – 25% of Fee + all expenses

 

6.        Delivery and Acceptance

6.1   Delivery of Material: Ninthshot will deliver the Material to the Client as soon as reasonably practicable and in the agreed format. The Client will be provided the opportunity to select the Licensed Images from the Material delivered.

6.2   Post-Production: Ninthshot will carry out any agreed post-production work as soon as reasonably practicable. Urgent turnarounds are subject to availability and may incur additional fees.

6.3   Acceptance: The Client must notify Ninthshot of any issues within 7 days of delivery. If no such notification is made, the Material will be deemed accepted.

6.3.1.  The Client shall not reject the Material based on style or composition unless explicitly agreed otherwise in writing before the start of the assignment.

6.4   Storage of Material: The Client is responsible for keeping a secure digital copy of all delivered Material for the duration of the Usage License. Ninthshot is not responsible for archiving Material unless agreed in writing.

6.5   Publication: Upon publication of the Licensed Images or any of them and on Ninthshot’s request the Client shall supply to Ninthshot free of charge a high-resolution digital file, PDF format file or good quality hard copies of the Licensed Images in the context in which they are published.

 

7.        Online Store Terms

7.1   Product Descriptions and Availability: All products sold via the Ninthshot online store are made-to-order. Availability is subject to change without notice.

7.2   Shipping and Handling: Orders are processed and shipped in accordance with our Shipping Policy. Clients must provide accurate shipping information; Ninthshot is not responsible for delays or losses due to incorrect shipping details or unforeseen circumstances during transit.

7.3   Payments: Online payments are processed via the Shopify Payment Gateway. Prices are listed in GBP unless otherwise stated. The payment for online purchases is due at the point of sale.

7.4   Returns and Refunds: Returns and refunds for online purchases are governed by our Returns & Refund Policy, which applies exclusively to online transactions.

7.5   Consumer Rights: For online purchases, the Client has rights under applicable consumer protection laws, including the right to return items within a specified period. However, certain items, such as custom products or digital goods, may not be eligible for return or refund, as outlined in our Returns & Refund Policy. These rights are in addition to and do not affect your statutory rights.

7.6   Prohibition on Reproduction of Purchased Works: Customers who purchase Material from Ninthshot’s online store are prohibited from reproducing, copying, scanning, photographing, or otherwise creating any derivative works from the purchased Material. This prohibition includes, but is not limited to, digital, physical, or any other forms of reproduction or replication without prior written consent from Ninthshot. Any unauthorized reproduction or duplication will be considered a breach of these Terms and may result in legal action.

 

8.        Usage Licenses

8.1   Scope of License: The Usage License granted to the Client specifies the permitted uses of the Licensed Images, including media, duration, and territory, as detailed in the Estimate.

8.1.1   Advertising: The Client is responsible for informing the Advertiser of the extent and limitations of all Usage Licences. 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.

8.1.2   First Use: Provided that the Client has paid in full all invoices relating to the Assignment the period of use specified in the Usage Licence commences from the date of first use or 6 months after the shoot date, whichever is sooner (unless otherwise agreed in writing).

8.2   Additional or Extended Use: Any additional or extended use of the Material beyond what is specified in the original Estimate requires a separate agreement and may attract additional fees.

8.3   Sub-Licensing and Transfer: The Client may not sub-license, assign, or transfer the Usage License without Ninthshot’s prior written consent.

8.4   Termination of License: The Usage License is automatically revoked if full payment is not received by the due date or if the Client becomes insolvent or undergoes bankruptcy proceedings.

8.5   Expiry: After expiry of the exclusivity period Ninthshot shall make such use of the Material including the Licensed Images as we see fit.

8.6   Prohibition on Reproduction by Unauthorized Means: The Client, Advertiser, or any third party shall not reproduce, copy, scan, photograph, or otherwise create any derivative works from the Material without the prior written consent of Ninthshot. This includes, but is not limited to, reproducing the Material through digital means, physical duplication, or any other method that results in a replica of the original Material. Any unauthorized reproduction or duplication will be considered a breach of these Terms and may result in legal action.

8.7   Promotion: Nothing in these terms shall prevent Ninthshot 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 our services, provided that in the case of unpublished Material Ninthshot shall first obtain the Client’s consent, such consent not to be unreasonably withheld. Ninthshot 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.

 

9.        Payment and Billing

9.1   Photography Services: Payments are due as outlined in the Estimate. Accepted payment methods include BACS and Stripe. Payments must be received in full before any Usage License is granted or Material is delivered.

9.2   Online Store: Payments for online purchases are processed through the Shopify Payment Gateway. Payment is required at the point of sale, and orders will not be processed until payment is confirmed.

9.3   International Transactions: Any currency conversion fees or additional transaction charges imposed by the Client's bank or payment provider are the responsibility of the Client.

9.4   Late Payments: Ninthshot 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.

 

10.  Cancellations and Refunds

10.1   Photography Services:

10.1.1   Cancellations by the Client must be made in writing. Ninthshot reserves the right to charge a cancellation fee based on the notice period and work completed.

10.1.2   Refunds for photography services are subject to the specific terms outlined in the Estimate and are not governed by the online store’s refund policy.

10.2   Online Store:

10.2.1   Cancellations and returns for online purchases are subject to our Returns & Refund Policy. Refunds will be processed through the original payment method within the timeframes specified in the Refund Policy.

 

11.  Liability and Indemnity

11.1   Limitation of Liability: Ninthshot shall not be liable to the Client or any third party for any loss of profit, loss of contracts, loss of business, loss of production, or for any indirect, special, or consequential loss, damage, costs, expenses, or other claims arising out of or in connection with the use of the services or products provided, whether caused by the negligence of Ninthshot, its employees, agents, or subcontractors, or otherwise.

11.2   Maximum Liability: The maximum aggregate liability of Ninthshot for all claims arising out of or in connection with any Assignment or the provision of services or products shall be limited to the total amount of fees paid by the Client in relation to the relevant Assignment or purchase.

11.3   Indemnity: The Client shall indemnify and hold harmless Ninthshot, its officers, employees, agents, and subcontractors from and against all liabilities, claims, damages, losses, costs, and expenses (including legal costs) arising from the Client's use of the Material or breach of these Terms.

11.4   Exclusions: Nothing in these Terms shall exclude or limit the liability of Ninthshot for death or personal injury caused by the negligence of Ninthshot, or for any fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

11.5   Insurance: Ninthshot carries professional indemnity and public liability insurance to cover claims arising out of the provision of services. However, the Client is responsible for ensuring that they have adequate insurance coverage for their own risks and liabilities related to the Assignment.

 

12.  Privacy and Data Protection

12.1   Compliance with Data Protection Laws: Ninthshot shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) where applicable, in relation to any personal data collected from Clients and users of our online store. Any data breaches will be handled in accordance with our obligations under these laws.

12.2   Collection of Personal Data: Personal data may be collected during the course of providing photography services, through our online store, or during other interactions with Ninthshot. This data may include, but is not limited to, contact details, payment information, and other relevant details necessary to fulfil our contractual obligations.

12.3   Use of Personal Data: Personal data collected by Ninthshot will be used solely for the purposes of providing the agreed services, processing transactions, and communicating with Clients. We may also use this information to improve our services and to comply with legal obligations.

12.4   Consent to Data Processing: By engaging with Ninthshot's services or purchasing through our online store, Clients and users consent to the collection, use, and processing of their personal data as outlined in these Terms and our Privacy Policy.

12.5   Data Security: Ninthshot is committed to ensuring the security of personal data. Appropriate technical and organizational measures are in place to prevent unauthorized access, disclosure, alteration, or destruction of personal data.

12.6   Access to Personal Data: Clients and users have the right to request access to, correction of, or deletion of their personal data held by Ninthshot Requests can be made in accordance with the procedures outlined in our Privacy Policy.

12.7   Third-Party Processors: Ninthshot may engage third-party service providers to process personal data on our behalf. These providers are bound by contractual obligations to safeguard personal data and process it in accordance with applicable data protection laws.

12.8   Privacy Policy: For more detailed information on how we collect, use, and protect personal data, please refer to our Privacy Policy.

 

13.  Confidentiality

13.1   Confidential Information: The Photographer will keep confidential all information communicated to them by the Client for the purposes of the Assignment. This confidentiality extends to all materials and information provided by the Client that are not in the public domain.

13.2   Non-Disclosure: The Photographer will not disclose any Confidential Information to third parties except as required to carry out the Assignment or as required by law.

13.3   Third-Party Obligations:

13.3.1   It is the Client’s responsibility to ensure that any third parties involved in the Assignment, including models or assistants, are bound by appropriate confidentiality agreements. Ninthshot will not be liable for any breach of confidentiality by any third party.

13.3.2   Third-party suppliers engaged by the Client are responsible for their own compliance with applicable laws, including data protection regulations. Ninthshot shall not be held liable for any third-party non-compliance.

13.4   Exceptions: Confidentiality does not apply to information that is already in the public domain, that Ninthshot can demonstrate was known prior to disclosure, or that is independently developed by Ninthshot without reference to the Client's Confidential Information.

 

14.  Third-Party Rights

14.1   Third Party Rights: The provisions of these Terms are for the benefit of the parties and are not 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.

14.2   Third-Party Suppliers: Engagements of third-party suppliers, including models, stylists, or other service providers, are subject to the terms and conditions imposed by those third parties. Ninthshot is not responsible for the performance of third-party suppliers.

14.3   Third-Party Intellectual Property: The Client is responsible for obtaining all necessary permissions and clearances for the use of third-party intellectual property (e.g., trademarks, designs) in connection with the Assignment. Ninthshot is not liable for any claims arising from the Client’s failure to obtain these rights.

14.4   Model Releases and Clearances: Where models or other third-party individuals are involved in the shoot, the Client must ensure that appropriate model releases and clearances are obtained. Ninthshot may assist in obtaining these releases if requested but is not responsible for the Client's failure to secure them.

 

15.  Credits

15.1   Photographer Credit: The Client agrees to credit Ninthshot and the Photographer for all editorial uses of the Material. Ninthshot and the Photographer’s name should be printed on or near all published reproductions of the Licensed Images, where applicable.

15.2   Credit for Online Use: For online publications, Ninthshot and the Photographer’s credit should be included in the caption or metadata of the image, or as otherwise agreed.

15.3   Removal of Credit: Ninthshot reserves the right to withdraw permission for the use of their name in connection with the Material if it is altered in any way that could be considered derogatory or detrimental to their reputation.

 

16.  Governing Law and Jurisdiction

16.1   Governing Law: These Terms and all non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

16.2   Jurisdiction for Photography Services: The parties irrevocably agree that 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 or their subject matter.

16.3   Jurisdiction for Online Sales: For online sales, these Terms shall be governed by the laws of England and Wales. Any disputes arising from online transactions will be subject to the exclusive jurisdiction of the courts of England and Wales.

16.4   Dispute Resolution: In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute amicably through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to attempt to resolve the dispute through mediation before resorting to legal proceedings. All negotiations and mediation will take place in London, England, unless otherwise agreed.

 

17.  Force Majeure

17.1   Definition: Ninthshot shall not be liable for any delay in performing or failure to perform its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, strikes, lockouts, labour disputes, natural disasters, or government actions.

17.2   Notification: Ninthshot shall notify the Client as soon as reasonably practicable of the nature and extent of the event or circumstance causing the delay or failure.

17.3   Suspension of Obligations: During the period of such delay or failure, Ninthshot’s obligations under these Terms shall be suspended. If the delay or failure continues for a period of 30 days or more, either party may terminate the Assignment by written notice to the other.

 

18.  Termination

18.1   Termination by Either Party: Either party may terminate these Terms with immediate effect by giving written notice to the other if the other party:

18.1.1   Commits a material breach of these Terms and fails to remedy that breach within 30 days after receiving written notice requiring its remedy.

18.1.2   Becomes insolvent or enters into bankruptcy, liquidation, receivership, or any arrangement with creditors.

18.2   Effects of Termination:

18.2.1   Upon termination, the Client shall immediately pay all outstanding sums due to Ninthshot.

18.2.2   All Usage Licenses granted to the Client shall immediately terminate unless otherwise agreed in writing.

18.2.3   The provisions of clauses related to intellectual property, confidentiality, liability, and indemnity shall survive termination.

18.3   Breach of Contract: In the event of a breach of these Terms by the Client, Ninthshot reserves the right to terminate the Assignment, withhold delivery of the Material, and claim damages for any loss incurred. The Client shall be liable for all legal fees and costs incurred by Ninthshot in enforcing these Terms.

18.3.1   A material breach of these Terms by the Client includes, but is not limited to, failure to make payment when due, unauthorized use of the Material, or failure to obtain necessary third-party rights.

 

19.  Miscellaneous

19.1   Entire Agreement: These Terms, together with any Estimate, Usage License, and other documents referred to herein, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or arrangements between them, whether oral or written.

19.2   Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed, and the remainder of these Terms shall continue in full force and effect.

19.3   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.

19.4   Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy or preclude its exercise.

19.5   Assignment / Sub-contracting:

19.5.1   The Client may not assign, transfer, charge, or deal in any other manner with these Terms or any of their rights under them without the prior written consent of Ninthshot.

19.5.2   Ninthshot may assign, transfer, charge, or subcontract its rights and obligations under these Terms without the Client's consent.