Effective Date: 1st February, 2025
This Product Photography & Video Service Agreement (“Agreement”) is entered into between M/s. Advait Sontakke Visual Solutions, a Creative Studio business (hereinafter referred to as the “Service Provider”), and any service receiver, whether individual, partnership firm, company or entity recognized under the law (hereinafter referred to as “the Client”), who shall avail or agrees to avail of the Service Provider’s services.
By engaging the Service Provider for Art Direction, Creative Direction, Product Styling, Food Styling, Fashion Styling, Image Consultancy, Business Consultancy, Management Consultancy, Creative Consultancy, Photography and/or Videography services, the Client agrees to the terms and conditions outlined in this Agreement, which remains applicable for all future engagements unless explicitly modified by a separate written agreement.
1. DEFINITIONS
1.1 Product: A ‘Product’ shall mean any physical item, including but not limited to eatables, consumables, wearables, or any other item that a human can make use of, utilize, access, or derive benefit from after unboxing, with or without an instruction manual, specific instructions, or additional cooking.
For the purpose of this Agreement, interior spaces, architectural sites, and other similar structures shall also be deemed as products when photographed or filmed as a service.
1.2 Photography & Video Services: The professional services offered by the Service Provider, including capturing, editing, and delivering images and/or videos of the Client’s Product(s).
1.3 Art Direction: The ‘Art Direction’ shall include, but is not limited to, the process of conceptualizing, designing, and overseeing the selection of themes, compositions, layouts, color schemes, typography, and other visual aesthetics of creative projects, including photography, videography, advertising, marketing campaigns, films, digital media, and printed materials by the Art Director for the purpose of ensuring alignment with the intended artistic and commercial objectives.
1.4 Creative Direction: The ‘Creative Direction’ shall include, but is not limited to, the strategic oversight and leadership of all creative elements in a project by the Creative Director, ensuring consistency, originality, and alignment with brand identity or artistic vision, developing creative strategies, managing creative teams, approving final deliverables, and setting the overall tone and direction for photography, videography, graphic design, advertising campaigns, branding, and digital content.
1.5 Product Styling: The ‘Product Styling’ shall include, but is not limited to, the arranging, designing, and presenting of physical goods, including food items, with the selection of backgrounds, props, lighting, and composition in a visually appealing manner by the Product Stylist to enhance their presentation for photography, videography, e-commerce platforms, promotional campaigns, commercial, advertising, editorial purposes, and print media, and the Product Stylist shall not otherwise be held responsible for modifications of the product itself by the client.
1.6 Food Styling: The ‘Food Styling’ shall include, but is not limited to, the professional practice of arranging, modifying, and enhancing the visual appeal of food items by the Food Stylist for the purpose of photography, videography, advertisements, cookbooks, menus, or promotional content, incorporating the use of props, artificial enhancements, and specialized techniques to make food appear aesthetically pleasing and marketable, and the Food Stylist shall not otherwise be held responsible for food safety, edibility, or regulatory compliance unless separately agreed upon in writing.
1.7 Fashion Styling: The ‘Fashion Styling’ shall include, but is not limited to, the selection, coordination, and presentation of apparel, accessories, wardrobe selection, fabric coordination, accessorizing, and ensuring alignment with fashion trends or client specifications and related elements to create a desired visual aesthetic for editorial shoots, runway shows, commercial advertisements, or personal styling consultations by the Fashion Stylists who shall not be responsible for the sourcing, purchasing, or ownership of styled items unless explicitly contracted otherwise.
1.8 Image Consultancy: The ‘Image Consultancy’ shall include, but is not limited to, wardrobe choices, grooming, body language, etiquette, and communication strategies for personal, corporate, or public representation, provided or agreed to be provided to individuals or entities on personal or brand image under expert guidance, the nature of which shall remain advisory, and the Image Consultant shall provide recommendations based on industry standards and client-specific needs but shall not otherwise be held liable for subjective interpretations, public perceptions, or third-party responses to the advised changes.
1.9 Business Consultancy: The ‘Business Consultancy’ shall include, but is not limited to, services rendered to individuals, partnerships, corporations, or entities regarding business strategy, market positioning, operational efficiency, financial planning, and corporate structuring for the purpose of enhancing decision-making and business performance in the capacity of expert guidance, the nature of which shall remain advisory, and the Business Consultant shall not otherwise be held liable for financial losses or business outcomes resulting from the client’s independent decisions, subjective interpretations, or third-party responses to the advised changes, and such services shall not extend to the direct execution or implementation of business plans unless explicitly agreed upon in writing.
1.10 Management Consultancy: The ‘Management Consultancy’ shall include, but is not limited to, workflow optimization, human resource management, financial planning, and regulatory compliance advisory for the purpose of improving operational efficiency, workforce management, strategic planning, organizational structuring, and policy implementation in the capacity of expert guidance to businesses or organizations, the nature of which shall remain advisory, and the Management Consultant shall not otherwise be held liable for subjective interpretations, public perceptions, or third-party responses to the advised changes.
1.11 Creative Consultancy: The ‘Creative Consultancy’ shall include, but is not limited to, advising individuals, businesses, and brands on artistic, branding, and content strategies involving content ideation, campaign development, storytelling, and aesthetic recommendations for marketing, advertising, digital presence, and product branding to enhance visual appeal, audience engagement, and brand identity, the nature of which shall remain advisory and shall not extend to the physical execution of creative assets unless otherwise specified in writing.
2. Agreement Scope & Applicability
2.1 Agreement Acceptance: The Client is deemed to have accepted this Agreement upon successful shipping of products to the Service Provider, advance payment, or express commitment via WhatsApp, email, or any other written communication.
2.2 Ongoing Applicability: This Agreement is not tied to a specific transaction but remains in effect for all services provided by the Service Provider to the Client unless expressly terminated in writing and accepted by the Service Provider.
2.3 Precedence of Specific Agreements: If any specific contract, work order, proforma document, or written agreement between the Client and the Service Provider contains terms that are inconsistent with this Agreement, the terms in the specific contract, work order, or proforma document shall prevail over this Agreement for that particular transaction.
3. SCOPE OF WORK
3.1 The Service Provider shall provide product photography and/or video services, which include but are not limited to:
- Photography of products, including but not limited to consumables, wearables, interiors, architectural spaces, and other physical objects.
- Capturing images and/or videos in angles, styles, and formats as communicated and agreed upon between the Service Provider and the Client.
- Video production services including raw/edited footage as communicated.
- Editing and retouching of images and/or videos.
- Delivery of high-resolution images and/or videos in the format agreed upon.
- Any additional services as mutually communicated and agreed upon.
3.2 Any additional images, videos, revisions, or services requested beyond the agreed scope shall be charged at an additional rate.
3.3 The terms of this Agreement shall be subject to individual communication and specific agreements made between the Service Provider and the Client regarding timelines, quantity, and specifications.
4. FEES & PAYMENT TERMS
4.1 The total agreed-upon fee for the services shall be as per the applicable pricing and packages communicated to the Client at the time of booking a service.
4.2 All payments shall be made via [BANK TRANSFER/UPI/CASH] and are non-refundable unless agreed upon in writing.
4.3 Any additional work requested beyond the agreed scope shall be billed separately.
4.4 Late payments beyond 5 days from the date of delivery of the final deliverables shall incur a penalty of ₹500 plus applicable taxes per day.
4.5 A print license for any images or videos shall only be issued upon full payment of the applicable licensing fee. Until the licensing fee is paid in full, no print rights or reproduction permissions shall be granted to the Client.
5. USAGE RIGHTS & CONFIDENTIALITY
5.1 The Service Provider retains the copyright to all images and videos taken during the shoot.
5.2 The Client is granted a non-exclusive, non-transferable license to use the images and/or videos for the following purposes:
- E-commerce platforms (Amazon, Flipkart, Shopify, etc.)
- Website and social media promotions
5.3 The Client shall not resell, transfer, or grant sublicenses for the images and/or videos without the Service Provider’s prior written consent.
5.4 The Service Provider reserves the right to use the images and/or videos in their portfolio, website, marketing materials, and educational content, unless otherwise agreed upon in writing.
6. PENALTY FOR UNAUTHORIZED USE
6.1 If any images or videos produced under this Agreement are found to be used without the Service Provider’s explicit written consent in any commercial or unauthorized capacity, the Client shall be liable to pay a penalty of ₹10,00,000 (Ten Lakhs INR) per instance.
7. STORAGE, SECURITY, AND DATA RETENTION POLICY
7.1 The Photographer shall retain copies of the photographs and videos for up to 7 days after delivery to the Client. After this period, the Photographer shall have the exclusive right to permanently delete all digital copies, including backups, at their sole discretion.
7.2 The Client acknowledges that any request to delete images after this retention period cannot be enforced, as the Photographer is not obligated to retain files beyond the agreed timeframe. Once images are deleted, no retrieval requests shall be entertained, and the Client waives any claims related to the loss of data.
8. CESSATION OF LIABILITY AFTER DELIVERY & CONFIRMATION OF RECEIPT
8.1 The Photographer shall deliver the final photographs and/or video clips via one or more of the following methods including but not limited to Secure Cloud Storage (e.g., Google Drive or Dropbox) with a download link shared exclusively with the Client, OR via USB Drive or External Storage Device to be collected personally by the Client at their own arrangement and expense, OR via any other mutually agreed method documented in writing.
8.2 Upon delivery and written acknowledgment from the Client, the Photographer shall have no further liability regarding the safekeeping, storage, or security of the delivered images. Full responsibility for preservation and confidentiality of the content transfers to the Client.
8.3 If any images or videos are leaked, shared, or misused after delivery, whether by the Client, a third party, or due to unauthorized access, the Photographer shall bear no responsibility for such an event. The Client waives any claims for damages, compensation, or legal action against the Photographer arising from any post-delivery unauthorized use or leaks.
8.4 The Photographer is not obligated to retain backup copies beyond the agreed retention period of 7 days from the date of delivery and may delete all copies at their sole discretion once delivery is confirmed.
8.5 Uncollected Products & Disposal Rights
8.5.1 The Client shall be responsible for collecting their products from the Service Provider within 7 (seven) calendar days from the date of final delivery of the photographs and/or videos.
8.5.2 If the Client fails to collect the products within the stipulated period, the Service Provider shall have the absolute right and discretion to discard, donate, repurpose, or otherwise dispose of the uncollected products without any liability to the Client. The Service Provider shall not be obligated to provide any further notice or compensation for such disposal.
8.5.3 The Service Provider shall not be held liable for loss, damage, or deterioration of the uncollected products during or after the 7-day period. The Client waives any claims or legal action against the Service Provider related to uncollected products beyond the stipulated period.
9. INDEMNIFICATION
9.1 The Client agrees to indemnify, defend, and hold harmless the Photographer from all liability, claims, demands, causes of action, judgments, damages, and expenses, including reasonable attorneys’ fees and costs, arising from the use of the Photos, except in cases of wilful misconduct, gross negligence, or bad faith by the Photographer.
10. TERMINATION & SURVIVAL OF OBLIGATIONS
10.1 Either party may terminate this Agreement only in cases of material breach by the other party, by providing written notice specifying clear grounds for termination. If the breaching party fails to cure the breach within 30 days of receiving written notice, the Agreement may be terminated.
10.2 Provided that termination shall NOT affect the enforceability of the following provisions, which shall remain binding indefinitely:
- Usage Rights & Confidentiality (Clause 5)
- Penalty for Unauthorized Use (Clause 6)
- Cessation of Liability After Delivery (Clause 8)
- Indemnification (Clause 9)
- Governing Law (Clause 17)
- Exclusive Jurisdiction (Clause 18)
10.3 Termination shall not affect any liability incurred before the effective date of termination, and any legal claims or disputes related to unauthorized use of the images shall remain enforceable indefinitely.
10.4 The obligations and restrictions under this Agreement shall continue permanently unless explicitly revoked in writing by both parties.
11. LIMITATION OF LIABILITY
EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY, NOR ANY AFFILIATE, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY AFFILIATE, OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST OR IMPUTED PROFITS, LOST DATA, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME TERRITORIES. THE CLIENT MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. THE PHOTOGRAPHER DOES NOT SEEK TO LIMIT THE CLIENT’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
12. ASSIGNMENT
This Agreement shall neither be assigned by the Client nor any third party without the Photographer’s prior written consent. The Photographer may assign this Agreement, in whole or in part, to any affiliate or successor.
13. FORCE MAJEURE
For the purposes of this Agreement, an “Event of Force Majeure” means any circumstance not within the reasonable control of the affected Party, but only if and to the extent that:
13.1 such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided, or removed by such Party; and
13.2 such circumstance materially and adversely affects the ability of the Party to perform its obligations under this Agreement, and such Party has taken all reasonable precautions, due care, and reasonable alternative measures to avoid the effect of such event on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof.
14. SEVERABILITY
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable. The parties to this Agreement shall negotiate in good faith a substitute, valid, and enforceable provision that most nearly puts into effect the intent of the parties.
15. NO WAIVER
This Agreement may not be altered, modified, or amended in any way except in writing signed by all parties. The failure of a party to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
16. ENTIRE AGREEMENT
This Agreement represents and constitutes the entire agreement between the parties and supersedes and merges all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.
17. GOVERNING LAW
17.1 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Maharashtra, without reference to rules governing choice of laws. The Agreement shall be legally valid and enforceable under Section 4, Section 10A, Section 3, and Section 5 of the Information Technology Act, 2000, granting recognition to electronic contracts and digital signatures.
17.2 Any dispute arising from this Agreement shall be resolved through binding arbitration. Binding arbitration shall be conducted in accordance with the rules of The Arbitration and Conciliation Act, 1996.
18. EXCLUSIVE JURISDICTION
Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any court located in Taluka – Panvel (of Raigad district, State – Maharashtra). Each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient forum.
19. NOTICES
All notices, demands, or other communications under this Agreement shall be made in writing and delivered personally, via registered or certified mail, or any other mutually agreed electronic communication with return receipt requested. Notices delivered personally shall be deemed communicated as of actual receipt.
