Terms & Conditions

Definitions

Contract. This contract between By Shoug and you, as client, for the supply of services and digital works which comprises the contract details cover sheet as signed by both parties, the Terms set out below as signed by both parties, and any schedules.

Contract Details Cover Sheet. The heads of terms set out on the 1st page of this document.

Contract Pause Period.

Deposit. This will usually be 25%, unless stated and agreed otherwise, of the total fee for your Project Instructions, and which would have been communicated to you at the stage stipulated under clause 3.1(a). See clause 6.

Pixieset. This is a Project Management software tool that we use to send you documents, and invoices as well where your gallery will be hosted.

Invoice. This is the document stating the total payment, and can set out how much is due by a certain date if you have opted for a Payment Plan.

Payment Plan. This is the plan which sets out the breakdown of the total payment for the Service(s) which you have opted for if you do not wish to pay for the total payment upfront in full. The breakdown of the payment can be paid in three or four instalments.

Project. The work that will be done to adhere to your Project Instructions, consisting of the supply of our services to you, and your input as and when requested from us.

Project Instructions. This is the instructions which you are giving or will give to us, which sets out the scope of work.

Project Timeframe. This is the estimated timeframe within which we endeavour to complete our Service by.

Services. This is the work that we will be providing for you, which is detailed further in clause 4.

ABOUT US
1. Company details. By Shoug (we and us) is a UK company and our office is at New Malden, London, UK KT3 5DE. We operate the website (https://byshougcom/)
2. Communication. To contact us, for initial enquiries, email us at hello@byshoug.com. Once onboarded as a client and you have made payment of a Deposit, communication will be strictly made via email (see clauses 3a and 16). How to give us formal notice of any matter under the Contract is set out in 19b.
3. Working hours. We have dedicated working hours from Monday – Friday inclusive, from 10am to 4pm inclusive (UK time). Public bank holidays are excluded from the working hours.

OUR CONTRACT WITH YOU
1. Our contract. The Terms apply to the Project Instructions by you and supply of Services by us to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Entire agreement. The Contract is the entire binding agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Your copy. You should print off a copy of these Terms or save them to your computer for future reference. A copy is available should you need it, simply email send an email to hello@byshoug.com.

PROJECT INSTRUCTIONS AND ITS ACCEPTANCE
1. Process for onboarding as client and for Project
  1. You make an enquiry to us by email. We will reply confirming whether your initial enquiry is something we can assist you with, and provide you with a fee quote. You will confirm that you are happy with the fee quote, and confirm that you would like to work with us. Communications at this stage can take place via email, telephone call, video call, or face-to-face meetings.
  2. We will issue you with this Contract. We will both sign this. Upon both parties signing, our Contract will be binding.
  3. Together with the Contract, we will issue with an Invoice setting out what you must pay as Deposit, and the amounts due for the remaining instalments.
  4. We will issue you with a weblink to pay the Deposit.
  5. You will pay us the Deposit. We will not start any work, unless and until you have paid this Deposit. You understand that any delay by you in paying the Deposit will subsequently cause delay on completing your Project Instructions.
  6. We will issue you with a questionnaire via Notion to better understand your scope of Project Instructions. You will complete this questionnaire and return it to us.
2. General Information for Project
  1. You understand that the Project is estimated to be completed within the timeframe based on communication via email.
  2. You agree that for each Project, you are entitled to 3 Feedback Sessions.
  3. You agree that in the event you desire additional Feedback Session(s), the result of this will be additional time to be added to the Project Timeframe and an additional fee will be charged. You understand that we will provide you with an updated invoice should this event arise, and we will duly communicate this amount to you before we update your invoice.
3. Giving Project Instructions. During the course of the Project, all communication will take place on Email or any other agreed upon platform.

01. OUR SERVICES

Our Services comprise of the following packages:
1. Photoshoot: Brand or personal photography with editing
Reasonable care and skill. We warrant you that the Services will be provided using reasonable care and skill.
Time for performance. We will use all reasonable endeavours to meet the timeframes for the Services stipulated in communication via email. You understand that the timeframes stipulated in communications are estimates only and failure to perform the Services within such a timeframe will not give you the right to terminate the Contract.

02. YOUR DUTIES

It is your responsibility to ensure that:
1. Your Project Instructions are complete and accurate;
2. You will complete the questionnaires as and when requested by us;
3. You cooperate with us in all matters relating to the Services;
4. You provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
5. You agree that, upon using our Services, your subsequent commercial outcome and objective is not our responsibility.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any of your duties listed in 5.a (Your Default):
1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 9;
2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  
  02A. CREATIVE CONTROL
4. The client acknowledges that By Shoug’s work is inherently creative and subjective. While feedback is welcome within the feedback window, artistic judgment on tone, style, composition, and editing remains solely at the discretion of By Shoug.
5. By Shoug will aim to produce work consistent with its portfolio and previous discussions but cannot guarantee exact replication of any specific reference image or style.

02B. CREATIVE DIRECTION CHANGES

The client agrees to communicate any changes to the creative direction, mood, concept, or intended outcome of the project in writing as soon as such changes are decided.
By Shoug will assess the impact of any creative direction change on the agreed scope, timeline, and fees. Any additional work or adjustments resulting from these changes may incur further charges, which will be communicated to the client before proceeding.
Failure to communicate a change in creative direction may result in delays, additional costs, or outcomes inconsistent with the client’s revised vision, for which By Shoug shall not be held responsible.

03. DEPOSIT

Upon completing the stage stipulated under clause 3.a(i), you will need to pay a Deposit. This Deposit will usually be 25%, unless stated and agreed otherwise, of the total fee for your Project Instructions, and which would have been communicated to you at the stage stipulated under clause 3.1(a).
This Deposit not will be refundable under any circumstances.
Upon signing the Contract, under the stage stipulated under clause 3.1(b), you must pay the Deposit within 14 full days of both parties signing the Contract. The first day to count 14 full days will be calculated from the latest day signed by one of the parties, if parties did not sign on the same day. For avoidance of doubt, if one party signed on 1st June 2022, and the other party signed on 3rd June 2022, the 14 full days will be calculated from 4th June 2022.
No work will be carried out by us unless and until you at least pay the Deposit, and it is received by us.

04. CHANGING PROJECT INSTRUCTIONS.

You understand that if you wish to change the Project Instructions after you have paid the Deposit:
1. You will communicate what you wish to change to us via Email. You understand that communication outside Email will not be deemed official. You understand that upon consideration of your changes to the Project Instructions, we will communicate our acceptance to these changes via Email.
2. You will be entitled to do so anytime during the course of the Project, if you are strictly widening the scope of Project Instructions, such as, you wish to receive an additional Service from us.
3. You will be entitled to do so within a reasonable timeframe, which will be assessed on a case-by-case basis at our absolute discretion.
Where the change of Project Instructions affects the total fee for the Project, you agree that:
1. If you have paid already in full, you will not be entitled to a refund.
2. If you have paid a Deposit, and the remaining amount of the Fees is to be paid by instalments, you will receive an updated invoice from us, reflecting the change of Project Instructions.

05. DELAYS TO THE PROJECT TIMEFRAME

You understand that we endeavour to ensure that the Project is completed within the timeframe as set out in communications via email on the condition that you commit to be responsive throughout the duration of the Project. If you take longer to respond thus causing delays to the Project, you understand that you may not be eligible to a full or partial refund for the inconvenient delay that has arisen.
If the Project is delayed due to us having technical or personal difficulties, full or partial refund may be given to you only in exceptional circumstances and assessed on a case-by-case basis. However:
1. We will aim to expedite work so that the Project is completed as close to the Project Timeframe as possible.
2. We will communicate with you should any technical or personal difficulties arise, so that you are aware and notified of the situation immediately.
3. We will communicate to you by when the revised estimated date of Project completion is envisaged to be.

05A. DELIVERY AND ARCHIVING

Final galleries and deliverables will be provided via a secure online link through Pixieset or another equivalent platform.
By Shoug will maintain a backup of the delivered gallery for 6 months from the date of delivery. After this period, storage or re-sending of files is not guaranteed and may incur an archive retrieval fee.
It is the client’s responsibility to download and safely store all images upon delivery. By Shoug accepts no liability for loss of images after the 6-month archiving period.

06. TERMINATING THE CONTRACT

Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 full days of that party being notified in writing to do so.
Without limiting its other rights or remedies, we may terminate this Contract with you with immediate effect if:
1. You, as a corporate entity:
  1. take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; and
  2. have payment outstanding owed to us.
2. You, in your personal capacity:
  1. take any step or action in connection with entering into bankruptcy or any composition or arrangement with your creditors; and
  2. have payment outstanding owed to us.
3. Your financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
4. You fail to pay any amount due under the Contract, and as stipulated in the Invoice on the due date for payment and remains in default not less than 14 full days after being notified in writing to make such payment.
Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

07.CANCELLING YOUR PROJECT INSTRUCTIONS AND OBTAINING A REFUND

You may cancel the Contract, and be entitled to a refund, if you notify us within 14 full days of the commencement date of this Contract (Cooling Period).
To cancel the Contract, you must send an email to hello@byshoug.com.
We will not accept cancellation notices via any other form (such as text, Instagram DM or call).
You cannot cancel the Contract:
1. once or after we have completed the Services; or
2. after the Cooling Period has passed.
You understand that we are not held responsible for your commercial activities and objectives, after we have completed your Project Instructions, and therefore in the event you are dissatisfied with the impact of the Project on your commercial activities and objectives, you agree that this does not give you the right to a refund.
The client expressly agrees that By Shoug may begin providing services immediately upon signing this contract. By agreeing to this, the client waives the right to cancel under the 14-day cooling-off period once work has commenced.

08. PAUSING THE CONTRACT

You have the right to pause the Contract for a period up to 6 months (Contract Pause Period), with the first day being counted from the day of our acceptance to your notice to pause.
You have the right to pause the Contract affected by an Event Outside Our Control which has continued for more than 30 days, for a Contract Pause Period, with the first day being counted from the day of our acceptance to your notice to pause.
Where you have already paid us the Deposit, you agree that this Deposit will be non-refundable, and therefore will be held unused on account until your Contract resumes.
In the event you wish to terminate the Contract whilst the Contract has been paused, you must formally notify us of your desire to terminate the Contract within 30 days of the Contract Pause Period ending. For example, if your Contract Pause Period is 6 months, you will need to notify us of your desire to terminate the Contract by the 5th month.
In the event you notify us of your desire to terminate the Contract after the Contract Pause Period, we will consider to accept your notice to terminate the Contract within reasonable reason, and on a case-by-case basis.
Communication for pausing the Contract, and for terminating the Contract during the Contract Pause Period, will have to be in written form to be deemed valid, and will only be deemed valid upon our acknowledgement and agreement to such communication being made by you.

09. FEES

In consideration of us providing the Services you must pay our fees (Fees) as stipulated in the Contract Details Cover Sheet and in the Invoice.
You agree to pay our Fees as stipulated in your Invoice, and in line with the Payment Plan you have opted for.
You understand that communication and notices on paying Fees will be done via stripe.
The Fees are calculated on a time and materials basis, and are contingent to the scope of the Project Instructions, and therefore the subsequent scope of Services you require from us.
If you wish to change the scope of the Services after we accept your Project Instructions, and we agree to such change, we will modify the Fees accordingly. We will amend your existing Invoice to reflect this change.

10. HOW TO PAY

We will provide you with an Invoice as stipulated in clause 3.a(iii).
Payment for the Services is either made by you in full, however a breakdown of the full amount can be accepted and upon agreement, will be stipulated clearly in your Invoice.
Where you have opted to pay the Fees in full and upon signing the Contract, you understand that you have waivered your right to a refund.
Where you have opted to pay the Fees under a Payment Plan, we will take your first payment in the form of the Deposit, and will take subsequent payments in the amounts, and by the payment due dates, as stipulated in the Invoice.
You can pay for the Services via bank transfer (our bank details will be stipulated in your invoice) or via Stripe.
Payment must be made no later than 14 working days after the invoice has been sent to you (Invoice Issue Date).
Payment made after 14 working days from the Invoice Issue Date, a late fee will be incurred added to the total due amount as stipulated on your invoice. The late fee is £100.00. Should this late fee incur, we will communicate this to you, and remind you that your payment is late.
If you fail to make any payment (including the late fee) to us under the Contract, and as per the Invoice, then, without limiting our remedies under Clause 9:
1. You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
2. We may suspend our Services until payment has been made in full.
Amounts due under this Contract from you to us shall be paid in full or as per the Payment Plan without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us, and for the duration from the start of the Contract to the termination of Contract.
We reserve the non-exclusive, royalty-free right to use the Deliverables for the sole purposes of promoting our own services, including marketing, advertising, and portfolio display (online and offline), unless you explicitly request otherwise in writing.
Upon full payment for the Services, the Client is granted an exclusive, non-transferable, perpetual license to use the final edited images (the “Deliverables”) solely for the following purposes:
1. Social media platforms
2. Website use
3. Digital and print marketing materials related to the Client’s business or brand
The license does not permit resale, sublicensing, use in products for sale, or distribution to third parties without the Photographer’s prior written consent.
Model Release
The client grants By Shoug permission to use images featuring their likeness, brand, or products for portfolio, marketing, and promotional purposes across online and offline media. The client may withdraw this consent by notifying By Shoug in writing prior to the photoshoot.

12. DATA PROTECTION AND PERSONAL INFORMATION

We will use any personal information you provide to us to:
1. provide the Services; and
2. process your payment for the Services.
We will process your personal information in accordance with our https://byshoug.com/privacy-policy-1#privacy , the terms of which are incorporated into this Contract.

12A. FEEDBACK AND EDIT REQUESTS

Clients must provide all feedback, edit requests, or revision notes within 30 days of receiving the final gallery or deliverables. After this period, the gallery will be considered final, and any further edits will be treated as a new service and billed accordingly.
Feedback or edit requests will only be accepted and discussed with the client or the subject of the photoshoot. No third party, assistant, or representative may provide feedback or make requests on behalf of the client.
We reserves the right, at its discretion, to outsource or delegate image editing or retouching work to a trusted professional editor while maintaining responsibility for the final quality and creative direction of the deliverables.

13. CONFIDENTIALITY

We each undertake that we will not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by e 16.b.
We each may disclose the other's confidential information:
1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 16; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
1. we will contact you as soon as reasonably possible to notify you; and
2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

15. COMMUNICATIONS BETWEEN US

When we refer to "in writing" in these Terms, this includes email or text messages.
Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by email or via Email.
A notice or other communication is deemed to have been received:
1. if sent by email and successful transmission (i.e. the email is in the sender’s sentbox, and arrived in the recipient’s inbox); and
2. if sent by text message and successful transmission (i.e. the text message is in the sender’s sentbox, and arrived in the recipient’s inbox).
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16.GENERAL

Assignment and transfer
1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.
2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation. Any variation of the Contract only has effect if it is in writing and acknowledged by you and us (or our respective authorised representatives).
Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.