Terms + Conditions

1. DEFINITIONS

“Company” means Swagger Productions Ltd.

“Client” means the commissioning organisation and its named subsidiaries or affiliates as specified in the estimate.

“Project” means the agreed programme of photographic production, including pre-production, production, editing, travel, asset management and delivery.

“Content” means all photographic images, derivative files, edits, and associated digital assets created by the Company.

“Programme” refers to multi-site or multi-phase commissions spanning multiple dates or locations.

These Terms apply to all estimates, Statements of Work (SOW), Master Service Agreements (MSA), and commissioned Projects unless expressly superseded in writing.

2. INTELLECTUAL PROPERTY

All copyright and intellectual property rights remain the sole property of Swagger Productions Ltd unless expressly assigned in writing.

No transfer of ownership occurs unless separately negotiated and contracted.

The Client receives a licence as defined below.

RAW files are not supplied unless explicitly agreed under a separately priced assignment agreement.

3. LICENCE STRUCTURE

Unless otherwise agreed in writing, the Client is granted:

• Exclusive usage for five (5) years
• Worldwide territory
• Use across internal communications, recruitment, investor relations, digital platforms, corporate reporting and marketing communications

The licence commences upon receipt of full payment.

Use beyond five years, beyond agreed subsidiaries, or resale/transfer to third parties requires written agreement and additional fees.

No sublicensing is permitted without written consent.

4. PROGRAMME STRUCTURE & ROLL-OUT

For multi-site commissions:

• Each scheduled shoot day constitutes a confirmed production commitment
• Travel days may be chargeable
• Rescheduling at short notice may incur fees (see cancellation clause)

The Company reserves the right to sequence production efficiently across regions to minimise cost and maximise consistency.

5. CLIENT OBLIGATIONS

The Client is responsible for:

• Securing site access and permits
• Coordinating personnel availability
• Obtaining model and property releases where required
• Ensuring health & safety compliance on site

Delays or disruptions caused by Client-side coordination failures may result in additional charges.

6. FEES & WORKING DAY

Standard production day: up to 6 hours including setup and breakdown.

Overtime: 1.5× hourly equivalent.

Pre-production, planning calls, recce and alignment sessions may be chargeable depending on scope.

For enterprise programmes, a staged payment schedule may apply.

7. PAYMENT TERMS

Unless otherwise agreed:

• 50% deposit on confirmation of programme
• Balance invoiced per phase or monthly
• 30-day payment terms

No licence is granted until payment is received.

Late payment may incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8. CANCELLATION & RESCHEDULING

For confirmed production days:

• ≤ 48 hours’ notice: 100% fees
• 3–5 working days: 75% fees
• 6–10 working days: 50% fees

All incurred expenses remain payable.

Enterprise scheduling blocks may require minimum commitment periods where agreed in SOW.

9. CONFIDENTIALITY

All commercially sensitive information is treated as confidential.

Where required, separate NDAs may be executed.

10. LIABILITY LIMITATION

The Company’s total aggregate liability for any Programme is limited to the total fees paid for the relevant phase of work.

The Company shall not be liable for:

• Loss of revenue or anticipated savings
• Loss of contracts or goodwill
• Indirect or consequential loss

Nothing excludes liability for death or personal injury caused by negligence, or any liability that cannot be excluded by law.

11. FORCE MAJEURE

The Company is not liable for delay or failure caused by events beyond reasonable control, including travel disruption, industrial action, extreme weather, site closure or government restrictions.

12. ARCHIVING & ASSET MANAGEMENT

Edited final assets are archived for two (2) years unless otherwise agreed.

The Client is responsible for long-term internal storage and DAM integration.

Re-edits or re-supply beyond the archive period may incur fees.

13. GOVERNING LAW

These Terms are governed by the laws of Scotland and subject to the exclusive jurisdiction of the Scottish Courts.