Terms & Conditions
Content Standard Licence
Unless in a signed contract for copyright & licensing, no video/audio/photo/creative content is licensed for on-air (TV), radio or digital billboards. Photography is only licensed for online, small print or PR no billboards or campaign media or campaign media print. Current licences are for Australasia media.
For ads, large campaigns, large print, TVC or international media, please contact us to discuss licensing and details.
Radical NZ Ltd owns full copyright outright, no matter what terms or licences are agreed on, and has the ability to pull any material at any point in time.
RAW IMAGERY / FOOTAGE / WORKING FILES / CONTENT
Under no circumstances are Radical NZ Ltd and partners (including The Wedding Guys, RAWRPHOTO, TWIXX LTD) liable to hand over RAW material, imagery, footage, working files and content. Radical NZ Ltd and partners own all rights to this material and have the right to withhold any files at will, Radical NZ Ltd may hand over RAW files for special use cases, there may be licensing agreements required and will required acceptance from Radical NZ Ltd and partners prior to any work been taken out.
Radical NZ Ltd will only hold onto the RAW files for up to 1 year, if you see content being used beyond this point please let us know. Otherwise, we may delete the RAW & project files after the year.
Payment Terms – Contractors
We have a standard payment term of 20th-23rd of the following month, cut off date is the 16th. If you have ticked invoice payment due date or other in payment terms on supplier contract, the due date needs to be listed as 20th of the following month, other needs to be agreed on with the invoice issued per job and prior to work undertaken.
Contractors Copyright
Contractors agree that Radical NZ Ltd owns full copyright and ability to licence any work indefinitely for any contracted work to Radical NZ Ltd and for Radical NZ Ltds clients.
Non-solicit Employees & Contractors
The client agrees to not poach an employee or contractor from the service provider, or offer them work outside of this agreement directly, unless they get the service providers written permission first for both directors of the business.
Employees and contractors of the service provider and the client client shall not, either during their working agreement or for after ending the project or contract, do the following within 12 months of the agreement ending:
Directly or indirectly, alone or with any other person, approach or solicit any of the service providers employees or contracted contractors, or try to persuade them to end or limit their relationships with the service provider.
The following definition applies to this clause:
- “Employee” means any person working for the service provider in any manor, they may or may not have worked with the client directly but are employees to the service provider.
- “Contractor” means any person or business working under contract for the service provider for any period of time.
Non-solicit Clients for Contractors or Suppliers
The contractor will work, and form relationships with, the employer’s clients/customers, staff, suppliers and others with whom the employer has, or is building, a relationship. These relationships are important to Radical NZ Ltds business.
In recognition of the importance of these factors to Radical NZ Ltd, the contractor and the client both agree to behave in the way set out in this clause, unless they get Radical NZ Ltds written permission first.
The Contractor and client shall not, either during their working agreeement or for after ending the project or contract, do the following:
Directly or indirectly, alone or with any other person, approach or solicit any of the Radical NZ Ltds clients, suppliers or customers, contractor, or try to persuade them to end or limit their relationships with the Radical NZ Ltd.
Directly or indirectly, alone or with any other person, approach, employ, engage or otherwise try to take away any of the Radical NZ Ltds staff or contractors.
The following definition applies to this clause:
- “Client” means any person, organisation, business or entity that Radical NZ Ltd has sold to or done business with in the 12 months before the end of the contractors employment. This also includes contractors who have worked for Radical NZ Ltd within a 12 month period with an active contract.
Loss of content
Radical NZ Ltd takes pride in the security of content and information but at times memory cards or servers may corrupt, we endeavour to do everything possible to avoid this. As part of our standard terms and conditions, all clients understand the risks of shooting digital content and agree to take no legal action against Radical NZ Ltd in the case of lost files.
Standard Terms & Conditions
Standard Terms & Conditions of Engagement
1. INSTRUCTIONS MUST BE IN WRITING
1.1 The Client must ensure that all instructions and expectations regarding the Booking/Order (and any subsequent variations) are agreed in writing.
2. LICENCE GRANTED TO CLIENT
2.1 Except as may be expressly provided in the Agreement, the copyright in all Works resulting from the Booking/Order remains the property of Radical NZ Ltd. Radical NZ Ltd does not accept commissions to create Works. These terms override section 21 (3) of the Copyright Act 1994.
2.2 Radical NZ Ltd grants the Client a non–exclusive Licence to use those parts of the Works selected by Radical NZ Ltd and presented to the Client. The Licence includes the right (if any) to reproduce and publish the Works for the purposes, territories and time periods specified in the Booking/Order, subject to these terms and conditions. The Client shall have the right to seek further Licences for use or reuse of any Works, which shall not be unreasonably refused by Radical NZ Ltd but is subject to agreement of a reasonable fee for that Licence.
2.3 If the Works have been produced for an Advertiser named in the Agreement, the Works may only be used by the Advertiser. The Client must ensure that the Advertiser complies with the Client’s obligations and all other terms and conditions of the Agreement.
2.4 The Client acknowledges that Radical NZ Ltd always retains the right to use the Works in any manner at any time and in any part of the world for the purposes of: a Entering the Works into competitions or awards and for their use in any material published in connection with promoting those competitions or awards; and b Advertising or otherwise promoting Radical NZ Ltd’s Work, including through the use of social media; and c Submitting the Works for display in art galleries or other premises; and d Using the Works for any other purpose within Radical NZ Ltd’s business activities.
3. CONDITIONS OF LICENCE
3.1 This Licence to use, and the right to use the Works commences from the date of full payment of all amounts owed to Radical NZ Ltd in relation to the Works and the Agreement, except where Radical NZ Ltd gives express written permission.
3.2 This Licence must not be assigned to any third party without Radical NZ Ltd’s prior written permission (which shall not be unreasonably refused), but may be sublicensed by the Client to the Advertiser named in the Agreement (if any) on the same terms and conditions of this Licence (excluding any further right to sublicense).
3.3 The Client is entitled to: a Manipulate, distort or make other alterations to the Works (including overprinting by text or other Works), unless this right is expressly excluded in the Agreement; and b Use only a portion of the Works.
3.4 Copyright in any new Works created from any manipulation, alteration, distortion or overprinting of text of the licensed Works shall remain with Radical NZ Ltd and shall be licensed to the Client on the same terms and conditions of the Agreement.
3.5 Any breach of the Agreement by the Client (or by the Advertiser, with the Client’s knowledge) which results in damage to the professional reputation of Radical NZ Ltd, entitles Radical NZ Ltd to compensation from the Client for that damage in addition to any other remedies available to Radical NZ Ltd.
4. ASSIGNMENT OF COPYRIGHT
4.1 Where the Agreement specifies that copyright in the Works is assigned to the Client in consideration for the Client’s payment for those Works: a Radical NZ assigns to the Client copyright in the Works from the date of full payment of all amounts owed to Radical NZ in relation to the Works and the Agreement; b It is the responsibility of the Client to obtain all model releases, moral right waivers and privacy waivers necessary for the use of the Works; c The Client agrees to indemnify Radical NZ in respect of any loss, claims, damages or expenses (including costs incurred on a solicitor client basis) incurred by Radical NZ arising from any use of the Works; and d Radical NZ retains the rights described in clause 2.4 and clause
5 of these terms and conditions.
5. MORAL RIGHTS
5.1 Radical NZ asserts moral rights, including attribution rights, in respect of the Works (unless expressly waived in the Agreement in writing). Each use of any Work by the Client, including where the Client publishes or otherwise uses the Works on social media, must be accompanied by an adjacent credit line acknowledging Radical NZ’s name and copyright in the Works in the form specified in the Agreement, or if not so specified, then in a form approved in writing by Radical NZ.
5.2 If the Client fails (for whatever reason) to provide the attribution described in clause 5.1, then in addition to all other rights under the Agreement or at law, the Client shall be liable to pay a non-attribution fee calculated at 200% of Radical NZ’s fee, which the Client acknowledges and agrees to be a fair and reasonable pre-estimate of the loss suffered by Radical NZ.
6. DATA PRESERVATION
6.1 The Client’s right to use the Works under the Licence does not include the right to remove, alter or otherwise affect any rights information accompanying or relating to the Works, including (without limitation) any notices or metadata accompanying or part of the Works recording creator details, copyright ownership or publication status of the Works. The Client shall not alter or remove any notices attached to the Works and shall take all reasonable steps to respect and preserve Radical NZ’s copyright and other rights. Where Radical NZ has placed restrictions on access to or use of the Works, the Client shall not defeat (or attempt to defeat) such restrictions.
7. STORAGE AND BACKUPS
7.1 The Client acknowledges that the Client is responsible for the storage and backup of the Works supplied by Radical NZ. While Radical NZ will follow its usual backup procedures (if any) upon delivery of the Works, Radical NZ shall not be liable under any circumstances if unable to produce backups or future reproductions of the Works upon the request of the Client. Where backups are available, these may be made available to the Client for a fee.
8. PRIVACY AND PERSONAL INFORMATION
8.1 As part of creating the Works, Radical NZ may collect and retain personal information about the Client. The personal information may be used by Radical NZ for communicating with the Client for any purpose relating to the Works (including arranging third party services), direct marketing and in connection with these terms and conditions.
8.2 The Client authorizes Radical NZ to collect, retain, use personal information for these purposes (including assessing credit worthiness), and to disclose that information to any person or entity for these purposes.
8.3 Personal information collected by Radical NZ shall be retained in Radical NZ’s database. The Client may access and request correction of any of the Client’s personal information by contacting Radical NZ.
8.4 Where section 105 of the Copyright Act 1994 applies, Radical NZ shall obtain any necessary consent in accordance with section 107 of that Act, provided however that the Client agrees that Radical NZ has the rights described in clause 2.4 unless those rights are expressly excluded in the Booking/Order.
9. PAYMENT
9.1 The Client shall pay Radical NZ the various amounts payable in accordance with the Booking/Order and the Agreement. If Radical NZ’s fee and expenses are not estimated in advance, or for any goods or services different or additional to the Booking/Order, then the Client shall pay the amount invoiced by Radical NZ in accordance with Radical NZ’s Price List. Radical NZ may require a deposit or payment of part or all of the amounts due in advance. Unless otherwise specified in the Agreement, payment of all other amounts are due within 7 days of invoice.
10. JOB-RELATED COSTS
10.1 The Client shall reimburse Radical NZ for all Job-Related Costs. Where Radical NZ makes payment to others on behalf of the Client, Radical NZ may add a service charge or commission, determined at Radical NZ’s absolute discretion. Unless otherwise specified in the Agreement, the Client must pay all Job-Related Costs and service charges/ commissions to Radical NZ within 7 days of invoice. The Client is not entitled to any property in: a Any artistic works or other materials created or supplied by Radical NZ to support the Works; or b Any materials used for the creation of an artistic work, which are commissioned or arranged by Radical NZ; or c Any goods used in supporting the Works
10.2 Such goods, materials, authored or artistic works shall remain the property of Radical NZ, unless otherwise specified in the Agreement.
11. URGENT WORK
11.1 Where the Client requires Works on an urgent basis (which includes where Radical NZ is unable to re-shoot or correct a shot because of an urgent deadline) Radical NZ will not be liable for any losses or damages arising out of the inability to carry out a re-shoot or the costs of arranging a re-shoot.
12. CHANGES TO THE ESTIMATE
12.1 Estimates of fees and Job-Related Costs are estimates and not firm quotations and are liable to alteration. Radical NZ must bring any increase to the estimate, of 10% or more, to the attention of the Client. Any change to the job specifications made or agreed by the Client may alter the fees and Job-Related Costs.
13. OVERDUE PAYMENTS
13.1 In the event that any monies are not paid in full on the due date, Radical NZ shall be entitled to: a Charge interest at a rate of 2.5% per month or part month overdue on any amounts outstanding; b Recover any debt collection costs and related legal expenses (on a solicitor-client basis); and c Suspend any further work until all amounts owing and any costs incurred are paid in full.
14. CANCELLATION
14.1 When a Booking/Order is confirmed by the Client, the Client becomes liable for payment to Radical NZ and Radical NZ becomes liable to complete the shoot.
14.2 Cancellation of the Booking/Order by the Client must be in writing and must give reasonable notice to Radical NZ. Subject to any specific terms in the Agreement, if the Client cancels the Booking/Order: a Within 1 working day of the booked shoot day, the Client must pay a fee of 100% of Radical NZ’s fees b Giving notice of cancellation of greater than 1 working day and within 3 working days of the booked shoot day, the Client must pay a fee of 50% of Radical NZ’s fees. c Giving notice of cancellation of greater than 3 working days and within 1 week of the booked shoot day, the Client must pay a fee of 25% of Radical NZ’s fees. d The Client must pay Radical NZ for all Job-Related Costs incurred. 14.3 The Client acknowledges and agrees that these cancellation fees fairly reflect the loss suffered by Radical NZ and Radical NZ’s ability to re-schedule work and re-allocate resources, depending upon the amount of notice given.
15. POSTPONEMENT
15.1 Subject to any specific terms in the Agreement, if the Client postpones or changes the date of the Booking/Order, the following shall apply: © 2019 AIPA / NZIPP / Clendons a Within 1 working day of the booked shoot day, the Client must pay a fee of 50% of Radical NZ’s daily fee for each day which is postponed. b With more than 1 working days’ notice, the Client must pay a fee of 25% of Radical NZ’s daily fee for each day which is postponed. c The Client must pay Radical NZ for all Job-Related Costs incurred.
15.2 The Client acknowledges and agrees that these cancellation fees fairly reflect the loss suffered by Radical NZ and Radical NZ’s ability to re-schedule work and re-allocate resources, depending upon the amount of notice given.
16. WEATHER CONDITIONS
16.1 A weather-permitting booking must be agreed between the Client and Photographer prior to the shoot. Upon postponement or cancellation of a shoot due to bad weather the Client must pay Radical NZ all Job Related Costs incurred up until the time that the shoot was postponed and 50% of Radical NZ’s fee which was to be charged for the shoot. The Client is responsible for taking out weather insurance.
17. WORK SUSPENDED ON CLIENT’S INSTRUCTIONS
17.1 Where the Client instructs that work is to be suspended for a period of 30 days or more, the Client must, at the time of suspension, pay Radical NZ for all work in progress and any Job-Related Costs incurred at that time.
18. RESPONSIBILITY FOR CONTRACTORS
18.1 The Client is responsible for making all payments (including rollover fees) and fulfilling all other obligations to contractors.
18.2 Where contractors are models, the Client is responsible for obtaining all necessary model releases. To ensure proper recording of others’ intellectual property rights, which may be part of the Works, the Client shall, on a request by Radical NZ, provide evidence of these model releases to Radical NZ.
18.3 Where the Client requests Radical NZ to engage contractors, Radical NZ shall do so as agent for the Client and the Client indemnifies Radical NZ against all costs, disbursements and other obligations arising from that agency.
19. CLIENT PROPERTY AND MATERIALS
19.1 Client property and all property and material supplied to Radical NZ by or on behalf of the Client is held at the Client’s risk and Radical NZ accepts no responsibility for the maintenance or insurance of that property or material.
19.2 The Client must pay any sum charged or incurred by Radical NZ for handling or storing property or material supplied by or on behalf of the Client.
19.3 Where property and materials are left with Radical NZ without specific instructions, Radical NZ may dispose of them at the end of six months from the date of receiving them and retain the proceeds.
20. CLIENT CONFIDENTIALITY
20.1 The Client must advise Radical NZ as to whether any material or information supplied is of a confidential nature. Radical NZ will keep that material or information confidential, except where disclosure is reasonably necessary to enable Radical NZ to perform the Agreement.
21. INDEMNITY
21.1 The Client undertakes to indemnify Radical NZ for any loss, claim, damage, or expense (including costs incurred on a solicitor client basis) suffered or incurred as a result of: a Any breach by the Client of the Agreement; b Any illegal or defamatory Works produced for the Client; c Any infringement of an intellectual property right of any person; or d In recovering any moneys due.
21.2 Such loss, claim, damage or expense shall be moneys due for the purposes of these terms and conditions.
21.3 The Client is responsible for obtaining any authorisation, clearance, licence or other form of approval necessary for the lawful use of third party intellectual property works.
22. COLOUR VARIATION
22.1 The Client releases Radical NZ from any and all liability relating to colour reproduction of supplied works on any system not under the direct control of Radical NZ. Where Radical NZ supplies the Client with prints, the Client acknowledges that Works may fade or discolour over time due to the inherent qualities of materials used, and releases Radical NZ from any liability for any claim based upon fading or discolouration. Where a colour is unable to be reproduced accurately due to limitations in capture and output technology, the Client releases Radical NZ from any and all liability in regard to colour reproduction.
23. QUALITY OF WORKS
23.1 Where Works are not of an acceptable technical quality, making it unfit for the purpose of its specified use, then no fee or Job-Related Costs are due to Radical NZ. Radical NZ has the right to rectify the defect within a reasonable time, having regard to the urgency of the work. If rectified, Radical NZ is entitled to be paid the full fee and Job-Related Costs, but may not charge the Client any extra fee or cost for rectifying the defect.
23.2 Where there is a representative of the Client at the shoot, the representative is responsible for the direction of the work. Acceptance of the work by this representative is confirmation that Radical NZ has satisfied the artistic quality and interpretation requirements of the shoot. If the representative is not at the shoot then Radical NZ’s judgement is absolute within the limits (if any) imposed by any documented agreements on the nature of the intended work.
23.3 If Radical NZ produces Works that are in the same style and structure as Radical NZ’s past work (by reference to Radical NZ’s portfolio), the Client is deemed to have accepted Radical NZ’s artistic interpretation.
23.4 If there is a dispute as to artistic interpretation, which is unresolved after good faith discussions between Radical NZ and the Client, and where Radical NZ is a member of a recognised association or society, the chief executive (or equivalent) of that association or society shall determine the dispute. That decision shall be final and binding.
24. CONSUMER GUARANTEES ACT 1993
24.1 The Consumer Guarantees Act 1993 may apply to the Works provided by Radical NZ, if the Client acquires those Works for personal, domestic or household use or consumption. If this Act applies, nothing in the Agreement will limit or exclude the Client’s rights under this Act.
24.2 If the Client is acquiring the Works for business or trade purposes, then the Client’s rights are subject to the Agreement only and the Consumer Guarantees Act 1993 shall not apply.
25. PHOTOGRAPHER NOT LIABLE FOR LOSSES
25.1 Except as provided by the Consumer Guarantees Act 1993, Radical NZ shall not be liable for: a Any loss or damage arising by reason of any delay in the completion of the Works; or b Any loss of profits or revenues; or c Any indirect or consequential loss of whatever nature; or d Any loss resulting from any errors or omissions arising from an oversight or a misinterpretation of a Client’s verbal instructions.
26. LIABILITY OF PHOTOGRAPHER LIMITED
26.1 Subject to clause 24, Radical NZ’s liability to the Client for any and all costs, loss or damage suffered by the Client, however caused (including negligence), arising out of or connected with the performance or failure of performance of any Works or services supplied by Radical NZ, shall not exceed the full value of the payments made by the Client under the Agreement.
27. HEALTH AND SAFETY
27.1 The Client acknowledges and agrees that the Client is responsible for, and shall take all reasonably necessary steps to ensure, its own personal safety and that no action or inaction of the Client causes harm or risk to the health and safety of others. Notwithstanding the above, the Client agrees to comply with any reasonable health and safety directions given by Radical NZ.
28. FORCE MAJEURE
28.1 Except for an obligation to pay money, neither the Client nor Radical NZ shall be liable for any act, omission or failure to fulfil its obligations, or any loss or damage arising directly or indirectly due to an act of God, explosion, fire, flood, storm, earthquake, subsidence, armed conflict, strike, lockout or labour disputes, civil commotion, intervention of a government, accidents, electrical, heat, light or telecommunication failures, interruption to transportation, weather or any other cause outside Radical NZ’s control.
29. DISPUTE RESOLUTION
29.1 Radical NZ and the Client agree to use their best efforts to resolve any dispute which arises through good faith negotiations.
29.2 Either party may raise a dispute by written notice to the other party. Within 3 working days of receipt of a dispute notice, the parties shall meet (or otherwise communicate if meeting is not practicable) and attempt to resolve the dispute through good faith negotiations on a ‘without prejudice’ basis.
29.3 Neither party may commence any litigation in relation to the dispute unless 14 days have passed since the parties met (or otherwise communicated) and endeavoured in good faith to resolve the dispute on mutually acceptable terms.
30. CONFLICTS
30.1 In the event of a conflict or inconsistency between these terms and conditions and the Booking/Order, the Booking/Order shall prevail.
31. GOVERNING LAW
31.1 These terms and conditions are governed by, and to be construed in accordance with New Zealand Law. The Client irrevocably submits to the exclusive jurisdiction of the New Zealand courts.
32. ENTIRE AGREEMENT
32.1 The Booking/Order, together with these standard terms and conditions and any other special conditions agreed in writing between the parties, shall constitute the entire Agreement between the parties.
32.2 Each Booking/Order made by the Client shall (together with these standard terms and conditions and any other special conditions agreed in writing between the parties) constitute a separate Agreement between the parties. DEFINITIONS For the purposes of the Agreement, the following definitions shall apply unless the context requires otherwise: Advertiser: means the end user of the Works where Radical NZ is engaged to produce the Works by an advertising agency, design firm, or other intermediary. Agreement: means the Booking/Order, together with these standard terms and conditions and any other special conditions agreed in writing between the parties. Booking/Order: means an order or request by the Client for the production, supply or viewing of Works, including (without limitation) bookings, orders, quotes, estimates, proposals, and appointments made for a shoot, sitting or viewing. Client: means the person or entity listed on the Booking/Order who engages or instructs Radical NZ to produce Works. Job-Related Costs: means any costs and expenses incurred by Radical NZ on the Client’s behalf in providing services or in the creation of the Works. Licence: is a right granted by Radical NZ to the Client to use the copyright works of Radical NZ on the terms set out above. Works: means the deliverable works specified in the Booking/ Order and created or supplied by Radical NZ, including photographs, prints, moving images (video), transparencies, negatives, digital files, and images in any form or medium. Photographer: means Radical NZ and where the context requires may include, the studio, company, employees or sub-contractors.
Price List: means Radical NZ’s list or schedule of prices for goods and services at the date of the Agreement.