Terms & Conditions_
1. Application and Entire Agreement
These Terms and Conditions apply to the provision of the services detailed in our quotation (“Services”) by Decoy Media Ltd of First Floor, Swan Buildings, 20 Swan Street, Manchester, M4 5JW (“we”, “us”, “our” or “Service Provider”) to the business, organisation or other entity purchasing the Services (“you” or “Client”).
You are deemed to have accepted these Terms and Conditions when you accept our quotation, confirm a booking via written correspondence (including email), issue a purchase order relating to the Services, or from the date of any performance of the Services, whichever occurs earliest.
These Terms and Conditions together with our quotation form the entire agreement between us (“Contract”).
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf other than as expressly set out in the Contract.
These Terms and Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless expressly agreed by us in writing.
2. Interpretation and Scope of Services
2.1 A “Business Day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 “Services”, “Deliverables” and “Goods” include, where applicable, photography, videography, live-streaming, event streaming, webcasting, audio recording, editing, graphic design and associated creative and technical services supplied by Decoy Media Ltd.
2.3 Photography and videography are the primary Services provided by Decoy Media Ltd. Where live-streaming, event streaming, webcasting, audio recording, graphic design, editing or other creative or technical services are provided, the relevant provisions of these Terms apply to those Services as appropriate.
2.4 Headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.5 Words imparting the singular number include the plural and vice versa.
3. Performance of Services
3.1 We warrant that we will use reasonable care and skill in performing the Services and that the Services will comply with the quotation, including any agreed specification, in all material respects.
3.2 We may make changes to the Services where reasonably necessary to comply with applicable law, safety requirements, venue requirements, platform requirements or technical requirements. We will notify you where such changes materially affect the Services.
3.3 We will use reasonable endeavours to perform the Services within the timescales agreed in the quotation. Unless expressly stated otherwise, time is not of the essence.
3.4 Unless expressly stated otherwise in the quotation, any dates or times given for delivery are estimates.
3.5 Our ability to meet agreed timescales depends on receiving all information, materials, approvals, access and other assistance reasonably required from you. We are not responsible for delays caused by your failure to provide these.
3.6 Where the Services include live-streaming or event streaming, successful transmission may depend on venue internet connectivity, bandwidth, network access, streaming platforms, third-party services, power supply, equipment and other infrastructure outside our reasonable control. Unless expressly agreed otherwise in writing, we do not guarantee uninterrupted or error-free transmission.
4. Client Responsibilities, Permissions and Data Protection
4.1 You are responsible for obtaining and maintaining all permissions, licences, location access, property releases, model releases, third-party artwork permissions, music licences, platform permissions and other permissions required for us to perform the Services or use the resulting Deliverables.
4.2 You are responsible for providing any notices, obtaining any required consents and otherwise complying with applicable data protection legislation in relation to your staff, customers, visitors, event attendees and other individuals who may be photographed, filmed, recorded or included in a live-stream.
4.3 You must provide us with timely access to premises, locations, personnel, information, schedules, materials and other resources reasonably required to perform the Services, including suitable access to any venue network, internet connection, power supply, staging area and other technical facilities required for live-streaming where applicable.
4.4 Where the Services involve photographing, filming, recording or live-streaming particular individuals, you are responsible for providing accurate names, descriptions, schedules or other information reasonably necessary for us to identify those individuals.
4.5 Where you provide us with photographs, logos, music, artwork, footage, copy, fonts, trademarks, streaming credentials or other materials (“Client Materials”), you warrant that you have all rights, permissions and licences necessary for us to use those materials in performing the Services.
4.6 You shall indemnify us against reasonable claims, losses, damages, costs and expenses arising from your failure to obtain required permissions or from our authorised use of Client Materials supplied by you where you did not have the necessary rights or permissions.
4.7 You must ensure that an authorised representative is available during scheduled shoot dates where reasonably required to provide access, information, creative direction and approvals.
4.8 Where no authorised representative is available, we will use reasonable professional judgement in interpreting the agreed brief.
4.9 If you materially fail to comply with this section and the failure prevents or materially impairs our ability to perform the Services, we may suspend or terminate the affected Services.
4.10 We are not liable for delays, additional costs or failure to provide the Services to the extent caused by your failure to comply with this section.
5. Location, Access and Venue Requirements
5.1 You are responsible for obtaining and maintaining any venue permissions, location licences, access arrangements, parking arrangements, permits and approvals required for the Services.
5.2 You must notify us in advance of any venue restrictions, security requirements, health and safety requirements, access limitations, filming restrictions, internet or network restrictions or other conditions that could materially affect the Services.
5.3 Additional costs or delays arising from unavailable access, restricted areas, venue requirements or failure to obtain necessary permissions may be charged to you where those circumstances could not reasonably have been anticipated when the quotation was prepared.
6. Fees, Expenses and Payment
6.1 Fees for the Services are set out in the applicable quotation or other written agreement.
6.2 Unless otherwise stated in the quotation, normal travel and reasonable incidental expenses are included in the quoted fee.
6.3 Unless otherwise stated in the quotation, accommodation, international travel, congestion charges and tolls are ordinarily included for end-client projects.
6.4 Where Decoy is engaged by an agency or other intermediary, the quotation may specify that certain travel, accommodation or other expenses are provided or reimbursed separately.
6.5 Any expenses or third-party costs not included in the quotation will be agreed with the Client before they are incurred wherever reasonably practicable.
6.6 For projects with a total fee of less than £500, 100% payment is required in advance.
6.7 For projects with a total fee of £500 or more, a 50% deposit is required to secure the booking, unless otherwise stated in the quotation.
6.8 The remaining balance will normally be invoiced following the shoot, event or completion of the agreed Services, or following final sign-off where applicable, and is payable within 14 days of the invoice date.
6.9 For Clients based outside the United Kingdom, 100% payment of the applicable fees and agreed expenses is required before any Deliverables are provided. Decoy may require full payment in advance before commencing Services where reasonably considered necessary.
6.10 Decoy may, at its discretion, require 100% payment in advance for any project where this is stated in the quotation or otherwise agreed in writing.
6.11 The Client is responsible for providing any purchase order, supplier onboarding information or other administrative requirements necessary for payment within sufficient time to meet the applicable payment terms. Such requirements do not extend the payment due date unless expressly agreed in writing.
6.12 Additional Services, additional shooting time, editing, streaming duration, additional operators or technical personnel, additional equipment, recording, streaming platforms or destinations, and material changes to the agreed scope may be charged at Decoy’s current hourly or daily rates or under a revised quotation.
6.13 All fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
6.14 Decoy may withhold Services, editing, high-resolution files, source files, Deliverables or other final materials where any amount due under the Contract remains unpaid.
7. Changes to Scope and Client Delays
7.1 If you request changes to the agreed brief, schedule, location, number of people, number of Deliverables, production requirements or other material aspects of the Services, we may revise the quotation, fees and delivery times accordingly.
7.2 Where a requested change is likely to result in additional charges, we will notify you before undertaking the additional work where reasonably practicable.
7.3 We are not responsible for delays caused by your failure to provide information, approvals, access, materials, feedback or other assistance required to perform the Services.
7.4 Where Client-caused delays materially affect the availability of the originally agreed dates, personnel or resources, we may treat the affected Services as requiring rescheduling and may charge reasonable additional costs arising from that rescheduling.
8. Cancellation and Rescheduling
8.1 A booking reserves our availability for the agreed date or dates. Once a booking has been confirmed, we may decline other work that conflicts with the reserved period.
8.2 If you cancel a project more than 14 days before the scheduled shoot or commencement date, a cancellation charge of 25% of the total project fee will apply, together with any non-recoverable third-party costs already incurred.
8.3 If you cancel a project 14 days or less before the scheduled shoot or commencement date, 50% of the total project fee will be payable, together with any non-recoverable third-party costs already incurred.
8.4 If you cancel a project 7 days or less before the scheduled shoot or commencement date, 100% of the total project fee will be payable, together with any non-recoverable third-party costs already incurred.
8.5 The cancellation charges in this section are intended to reflect the loss associated with reserving our availability, allocating personnel and resources, preparing for the project and the reduced opportunity to replace the booking with alternative work.
8.6 Where we are able to rebook substantially the same period with alternative work, we may take that into account when determining any cancellation amount due, so that we do not recover the same loss twice.
8.7 Cancellation charges are without prejudice to any other sums properly due for Services already performed or costs already incurred.
8.8 Rescheduling a shoot, event, live-stream, event stream or design phase is subject to availability.
8.9 Where you request a change of date, we will use reasonable endeavours to accommodate the new date. If the requested date is unavailable, the cancellation provisions in this section may apply.
8.10 Where a rescheduling request requires us to incur additional costs or lose other confirmed work, we reserve the right to charge reasonable additional costs arising from the change.
9. Weather and Outdoor Shoots
9.1 Outdoor shoots may be postponed where weather conditions make it unsafe or materially unsuitable to perform the agreed Services.
9.2 Where an outdoor shoot is postponed due to adverse weather, we will use reasonable endeavours to agree an alternative date subject to availability.
9.3 Any non-recoverable third-party costs already incurred will remain payable.
9.4 Where the rescheduled shoot requires substantially different dates, duration, locations, personnel or resources, we reserve the right to revise the quotation accordingly.
10. Editing, Revisions and Approval
10.1 Photography Deliverables include standard professional editing appropriate to the agreed Services, including colour correction, exposure adjustment, cropping and light retouching.
10.2 Extensive retouching, image manipulation, compositing or other work beyond standard editing may incur additional charges.
10.3 Video, live-streaming, audio and graphic design projects include the editing, mixing, streaming, design and revision work specified in the quotation. Where the quotation does not specify a revision allowance, up to two reasonable rounds of revisions are included where applicable.
10.4 Revision requests must relate to the agreed brief and must be supplied clearly and comprehensively in writing.
10.5 Additional revision rounds, changes to previously approved creative decisions, changing agreed music tracks after approval, additional aspect ratios, additional subtitles, additional versions, additional streaming outputs or destinations, or other material changes may be charged at our standard hourly editing or technical rate or under a revised quotation.
10.6 For photography projects, the Client does not have an unlimited right to request alternative images, extensive re-editing or additional retouching where the Deliverables materially conform to the agreed brief.
10.7 Where Deliverables are supplied for approval, you must provide any comments or requested revisions within 10 Business Days unless otherwise agreed.
10.8 If no comments are received within the applicable approval period, we may treat the Deliverables as approved for the purposes of progressing the project and invoicing.
11. Artistic and Creative Discretion
11.1 Services are performed using our professional skill, technical expertise and creative judgement.
11.2 Unless a formal style guide, creative specification or rejection agreement has been established in writing before commencement, subjective dissatisfaction with artistic style, composition, framing, colour grading, editing choices or other creative decisions shall not constitute a failure to provide the Services, provided that the Deliverables materially conform to the agreed brief and specification.
11.3 Specific photographs, shots, compositions, moments, individuals or outcomes cannot be guaranteed unless expressly agreed in writing.
11.4 In event photography and videography, coverage is necessarily dependent on circumstances including timings, lighting, weather, venue restrictions, subject availability, event activity and circumstances outside our reasonable control.
12. Turnaround, Delivery and File Storage
12.1 Photography projects will normally be delivered within 3-5 Business Days of the relevant shoot date, unless otherwise agreed in writing.
12.2 The 3-5 Business Day photography turnaround is a normal target rather than a guaranteed delivery period. Certain projects may require longer due to their size, complexity, volume of images, specialist editing, client requirements or other circumstances.
12.3 Video, live-streaming, audio, graphic design and complex editing projects will be delivered according to the timescale agreed in the quotation or otherwise reasonably communicated based on the scope and requirements of the project.
12.4 Delivery timescales may be extended where we are awaiting information, materials, approvals, feedback or other assistance from you.
12.5 Unless otherwise agreed, Deliverables will be supplied digitally. Where the Services include live-streaming, the live transmission itself is a Service rather than a recorded Deliverable unless recording and delivery of the stream or source footage is expressly included in the quotation.
12.6 We may maintain temporary working archives of completed projects but do not warrant or guarantee long-term storage or continued availability of Deliverables after initial delivery.
12.7 You are solely responsible for downloading, checking and maintaining secure duplicate backups of all delivered files.
12.8 We are not responsible for loss of files after successful delivery where that loss results from your failure to download, retain or back up the Deliverables.
13. RAW, Source and Master Files
13.1 Unprocessed RAW photography files, original video footage, live-stream source recordings, project files, timelines, layered design files, audio session files, audio stems and other underlying production or source files remain the property of Decoy Media Ltd or the relevant rights holder and are not included in the Deliverables unless specifically agreed in writing.
13.2 Where source or master files are specifically requested and agreed, additional fees may apply and separate usage or ownership terms may be specified.
13.3 Delivery of source or master files does not automatically transfer copyright ownership or any intellectual property rights unless a separate written assignment expressly provides for such transfer.
14. Intellectual Property and Copyright
14.1 Copyright in original photography, video, live-stream recordings, audio recordings, graphic designs, artwork and other copyright works created in performing the Services remains owned by Decoy Media Ltd or, where applicable, the relevant third-party creator or rights holder, unless expressly assigned in writing.
14.2 Where subcontractors or third-party creators are engaged, Decoy Media Ltd will ensure that it has sufficient rights to grant the Client the licence described in these Terms, subject to any third-party restrictions disclosed in the quotation.
14.3 The Client acknowledges that commissioning the Services does not itself transfer copyright ownership.
14.4 Any transfer or assignment of copyright must be expressly agreed in writing and may be subject to an additional fee.
15. Usage Licence
15.1 Upon receipt of full payment, Decoy Media Ltd grants the Client a non-exclusive, perpetual and worldwide licence to use the delivered Deliverables for the Client’s own commercial, marketing, advertising, editorial and promotional purposes, subject to any restrictions stated in the quotation or elsewhere in these Terms.
15.2 Where work is commissioned by an agency or other intermediary on behalf of an identified end-client, the licence extends to that intended end-client for its own commercial and promotional use.
15.3 The Client may provide Deliverables to its employees, professional advisers, printers, web developers, advertising agencies, PR agencies, social media agencies, streaming platforms and other suppliers where reasonably necessary to exercise the licence granted under these Terms.
15.4 The Client must not sell, sublicense, assign, commercially redistribute or otherwise licence the Deliverables as standalone assets to unrelated third parties or stock media libraries without our prior written consent.
15.5 The Client must not use Deliverables in a manner that suggests Decoy Media Ltd endorses a product, service, political position or other organisation unless expressly agreed in writing.
15.6 Any use outside the licence granted under these Terms requires our prior written consent and may require an additional licence fee.
16. Music, Stock Assets and Third-Party Licensing
16.1 Where stock music, stock footage, stock images, fonts, streaming platform services or other third-party assets or services are incorporated into or used in connection with Deliverables or the Services, their use remains subject to the relevant third-party licence or service terms.
16.2 Unless otherwise stated in the quotation, stock music tracks licensed by us and incorporated into video Deliverables cover standard website, organic social media and internal business use.
16.3 Television broadcasting, cinema use, paid advertising campaigns, paid media, public broadcast, commercial retransmission or other uses outside the applicable third-party licence are excluded unless specifically quoted and licensed.
16.4 Where you provide music, footage, images, fonts or other third-party materials, you are responsible for ensuring that you have the necessary rights and licences for their use.
17. Portfolio, Promotion and Embargoes
17.1 Unless restricted by a written confidentiality agreement, project-specific written restriction or agreed embargo, Decoy Media Ltd may use completed Deliverables for its portfolio, website, case studies, awards submissions, showreels, social media, advertising and other self-promotional purposes.
17.2 The Client may request an embargo on our publication or use of Deliverables.
17.3 Any embargo must be agreed in writing and should specify the relevant Deliverables and the date or event after which the embargo expires.
17.4 Unless otherwise agreed, an embargo will not prevent us from referring to the existence of the project in general terms where doing so does not disclose confidential information or unpublished Deliverables.
17.5 Where an NDA or other confidentiality agreement imposes stricter restrictions, those restrictions will take precedence to the extent of any conflict.
18. Credit and Moral Rights
18.1 Where legally applicable, the relevant author or creator of a Deliverable retains their statutory moral rights under the Copyright, Designs and Patents Act 1988.
18.2 Where a creator has asserted a right to be identified, reasonable credit should be given where the format and circumstances of publication make such credit practicable.
18.3 Where a credit is specifically requested or agreed, the Client shall make reasonable efforts to include an appropriate “Decoy Media” or agreed creator credit.
19. Payment and Licence Suspension
19.1 Usage rights and any music licences granted by Decoy Media Ltd are conditional upon full payment of all sums due under the Contract.
19.2 If an invoice becomes overdue, any licence granted under these Terms may be suspended until all overdue amounts have been paid in full.
19.3 During any period of licence suspension, the Client shall not make new commercial use of the affected Deliverables.
19.4 Suspension of a licence does not affect any rights already lawfully exercised before the payment default, but the Client must not continue or commence new uses during the suspension period.
20. Late Payment and Interest
20.1 If you do not pay an invoice within the agreed payment period, we reserve the right to charge statutory interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
20.2 We also reserve the right to claim any statutory compensation and reasonable debt recovery costs available under applicable late-payment legislation.
20.3 All payments must be made in full without deduction, withholding, set-off or counterclaim, except where required by law.
21. Subcontracting and Assignment
21.1 We may use suitably qualified third-party photographers, videographers, live-stream operators, broadcast technicians, audio operators, editors, graphic designers, assistants or other contractors to assist with or perform the Services.
21.2 Decoy Media Ltd remains the primary contracting party and will take reasonable steps to ensure that subcontractors comply with applicable confidentiality and project requirements.
21.3 You must not, without our prior written consent, assign, transfer, charge or otherwise dispose of any of your rights or obligations under the Contract.
22. Confidentiality
22.1 Each party shall keep confidential any non-public commercial, technical, financial, personal or other confidential information received from the other party in connection with the Services.
22.2 Neither party shall disclose confidential information to any third party except where:
(a) required by law;
(b) the information is already lawfully in the public domain;
(c) disclosure is made to professional advisers or contractors who reasonably require the information to perform their role and are subject to appropriate confidentiality obligations; or
(d) the other party has given written consent.
22.3 This clause does not prevent Decoy Media Ltd from exercising its rights under the Portfolio, Promotion and Embargo provisions where those provisions permit such use.
23. Termination
23.1 We may terminate or suspend the provision of Services immediately if you:
(a) commit a material breach of the Contract and, where the breach is capable of remedy, fail to remedy it within a reasonable period after being asked to do so;
(b) fail to pay any amount due by the applicable payment date;
(c) become insolvent or enter administration, liquidation or another formal insolvency process; or
(d) engage our personnel in abusive, threatening or materially unsafe conduct.
23.2 Termination does not affect any rights or obligations accrued before termination.
23.3 Amounts properly due for Services already performed, costs already incurred and cancellation charges applicable under these Terms remain payable following termination.
24. Liability
24.1 Subject to clause 24.5, our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 100% of the total Fees payable under the Contract.
24.2 We shall not be liable for any indirect, special or consequential loss, loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of opportunity, business interruption or loss of goodwill.
24.3 Nothing in these Terms makes us responsible for losses arising from circumstances beyond our reasonable control.
24.4 You acknowledge that the Fees reflect the allocation of risk and liability set out in these Terms.
24.5 Nothing in these Terms limits or excludes liability which cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
25. Technical Failure and Media Loss
25.1 We use professional equipment, reasonable backup procedures and appropriate working practices to reduce the risk of technical failure, media loss and interruption to the Services.
25.2 However, photography, videography, live-streaming and audio recording involve technical equipment, digital media, internet connectivity, streaming platforms and other technology and cannot be guaranteed to be completely free from technical failure or interruption.
25.3 If Deliverables are permanently lost, corrupted or rendered unusable before delivery as a result of technical failure attributable to Decoy Media Ltd, our liability shall be limited to, where reasonably practicable, repeating the affected Services or providing a full or pro-rata refund of the Fees paid for the affected portion of the Services.
25.4 Where live-streaming is affected by failure or interruption of venue internet connectivity, bandwidth, power, streaming platforms, third-party services, telecommunications networks or other infrastructure outside our reasonable control, we shall not be liable for the resulting interruption, delay, reduced quality or failure to transmit.
25.5 We shall not be liable for consequential or indirect losses arising from technical failure, media loss or interruption to a live-stream.
26. Equipment Damage and Safety
26.1 You shall be responsible for loss of or damage to our equipment caused by you, your employees, agents, contractors, guests or other persons under your control, except where such loss or damage results from our negligence or normal wear and tear.
26.2 You shall indemnify us against reasonable costs, claims and expenses arising from such loss or damage.
26.3 We reserve the right to suspend or terminate a shoot, event, live-stream or assignment immediately where our personnel are subjected to abusive, threatening, dangerous or materially unsafe conditions, or where the technical environment is reasonably considered unsafe.
26.4 Where Services are suspended or terminated under this clause because of your conduct or circumstances for which you are responsible, the applicable project fee, reasonable costs already incurred and any other sums properly due under the Contract remain payable.
27. Circumstances Beyond a Party’s Control
27.1 Neither party shall be liable for failure or delay in performing its obligations where the failure or delay results from circumstances beyond its reasonable control, including natural disasters, severe weather, terrorism, civil unrest, serious transport disruption, major infrastructure failure, widespread power or telecommunications failure, government restrictions or other comparable events.
27.2 The affected party shall notify the other party as soon as reasonably practicable.
27.3 The parties shall use reasonable endeavours to minimise the effects of the event and resume performance as soon as reasonably practicable.
27.4 If the relevant circumstances continue for 90 days and materially prevent performance of the Contract, either party may terminate the affected Services by written notice.
28. Communications and Notices
28.1 Legal notices under the Contract must be in writing and sent to the recipient’s last known email or postal address.
28.2 Notices sent by email will be deemed received on the Business Day on which they are sent, provided no delivery failure or transmission error is received by the sender.
28.3 Notices sent by post will be deemed received two Business Days after posting within the United Kingdom, unless evidence shows otherwise.
29. Severance
29.1 If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision shall be deemed severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
30. Entire Agreement and Variation
30.1 The Contract constitutes the entire agreement between the parties in relation to the Services and supersedes any previous discussions, correspondence or representations relating to those Services.
30.2 Any amendment to the Contract must be agreed in writing by both parties.
30.3 Nothing in this clause prevents the parties from agreeing changes to a brief, schedule, scope or quotation by written correspondence, including email.
31. Governing Law and Jurisdiction
31.1 The Contract and these Terms shall be governed by the law of England and Wales.
31.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with the Contract.