General Terms and Conditions of Sale
Article 1 – Scope
1.1. These general terms and conditions of sale (“General Terms and Conditions”) apply to all orders for services (photography sessions) and all sales of digital content (retouched photographs) (“the Services”) placed with ADM Photo — the trade name of ADM PHOTO OÜ, a company registered in Estonia under registry code 14721306, VAT number EE102406751, having its registered office at Tööstuse 48, 10411 Tallinn, Estonia, represented by its director Anna Dobrovolskaya-Mints (contact: +44 7907 041272, adm@adm.photo), hereinafter “the Service Provider” — by:
- a private client placing an order for private purposes, or
- an entrepreneur/company placing an order for professional purposes (hereinafter “the Client”).
1.2. The application of these General Terms and Conditions is a determining condition for the Service Provider’s consent. Any order placed with the Service Provider entails the Client’s full and unreserved acceptance of these General Terms and Conditions and its recognition that these General Terms and Conditions take precedence over any other general or special terms and conditions of the Client.
1.3. The Client agrees that any derogation from these General Terms and Conditions must be set out in a written agreement signed by the Service Provider. Any derogation granted by the Service Provider shall not affect the validity of the remaining clauses of these General Terms and Conditions.
1.4. Should any clause of these General Terms and Conditions be declared null or contrary to the law for any reason, such nullity shall not affect the validity of the remaining clauses. In such a case, the Parties (the Service Provider and the Client) undertake to confer within 15 business days to replace the invalid or non-compliant clause(s) with a valid clause or clauses that pursue the same object and carry the same economic effect.
1.5. The Service Provider reserves the right to modify these General Terms and Conditions at any time. In such event, the version applicable is the one provided to the Client on the date the Client accepts the Service Provider’s offer or places a booking.
1.6. Entire Agreement. These General Terms and Conditions, together with any specific quotation or booking confirmation between the Parties, constitute the entire agreement between the Parties regarding the subject matter and supersede any prior agreement, correspondence, or written communication. No prior or informal document or exchange shall create any binding obligations upon the Service Provider.
Article 2 – Offer and Order
2.1. The validity period of any offer or quotation made by the Service Provider is one (1) month (30 calendar days).
2.2. The prices indicated on the Service Provider’s website and in any offer cover only the Services described therein, excluding any other services. The session fee is charged per person; retouched photographs are charged separately per image, as set out in Article 6.
2.3. If additional or different Services (not listed in the initial order) are requested by the Client, they shall be invoiced separately by the Service Provider.
2.4. The pricing proposal is based on the information provided by the Client (in particular the number of people and the shoot location). In the event of changes to the desired Services, the Service Provider is entitled to present a new quote to the Client.
Article 3 – Place of Performance
3.1. The Services (photography sessions) will be performed at the Service Provider’s Home Studio (Weybridge), at the Mayfair Studio (central London), or at the Client’s premises (“Your Office” mobile session), as selected by the Client at the time of booking.
3.2. For mobile (“Your Office”) sessions, the following apply in addition to the per-person session fee: a mobile studio setup fee of £200 per visit; the first 20 miles from Weybridge are included, and each further mile is charged at £1. Parking and Congestion Charge are reimbursed by the Client only where they actually apply.
3.3. The Services will be carried out on the date and time reserved by the Client through the Service Provider’s online booking system, or as otherwise agreed in writing between the Parties.
Article 4 – Copyright and Related Rights in the Works Delivered by the Service Provider
4.1. The Service Provider remains the holder of the entire copyright and related rights in the photographs delivered to the Client, and may adapt, modify, and/or reuse them in any medium without territorial or temporal limitation, including commercial use (in its portfolio, on its website, or on social media to promote its activities), while respecting the Client’s image and personality.
4.2. If the Client objects to the Service Provider’s reuse of any image that features them, the Client shall notify the Service Provider as soon as possible after placing the order (within 30 calendar days). If the Service Provider agrees to such restriction, a written agreement between the Parties will specify this prohibition and any price agreed upon for granting the Client an exclusive license or assigning the Service Provider’s copyright in the images to the Client.
4.3. Upon payment of the agreed price (which includes the cost of this license), the Service Provider grants the Client a personal usage license for the delivered photographs. This license is unlimited in both territory and duration and includes, for the Client, the right to reproduce and communicate these images to the public in any medium.
4.4. This usage license does not include the right (unless explicitly authorized in writing and in advance by the Service Provider) to:
- adapt or modify the images (change format, resolution, crop, incorporate them into another work, apply further retouching, etc.), or
- resell them or derive any financial advantage from them.
4.5. Non-delivery of RAW files and artistic style. The Service Provider shoots, selects, and retouches photographs according to their own style and quality criteria. Every delivered image is retouched by hand; no automated or AI retouching is used. Only the final, processed photographs selected by the Client are delivered. Raw (RAW) files are never handed over, as they neither constitute a final version nor are they exploitable, and they form part of the Service Provider’s personal creative process.
Article 5 – Right to One’s Image and Processing of Identifiable Persons’ Data
5.1. The Client placing an order guarantees the Service Provider that they do not object to the use of their image or personal data by the Service Provider when such use is necessary for the fulfilment of the order.
5.2. Where applicable, the Client guarantees that they have obtained prior written consents from the individuals photographed by the Service Provider in the context of the Client’s order, regarding their image rights and the processing of their personal data (under the General Data Protection Regulation and applicable Estonian data protection law). At the Service Provider’s simple request, the Client shall provide copies of such authorizations.
5.3. In the event of a complaint or legal action brought by a person photographed by the Service Provider — or by a third party — related to image rights or the protection of personal data, the Client who ordered the Services shall hold the Service Provider harmless and reimburse all legal fees and any damages the Service Provider may be required to pay, where the deficiency is attributable to missing or incomplete information and authorizations that the Client was responsible for providing.
Article 6 – Price
6.1. All prices are stated in pounds sterling (GBP), as displayed on the Service Provider’s website or in the applicable offer. Any VAT or other tax, where applicable, is as indicated.
6.2. Retouched photographs are charged at £50 per image. A 10% discount applies to the photographs of any single person who selects five or more images of themselves.
6.3. Any increase in tax or any new tax imposed between the order date and the performance of the Services shall be borne by the Client.
Article 7 – Payment
7.1. Session fee (booking). The session fee, charged per person, is payable at the time of booking, by card through the Service Provider’s booking system. Payment of the session fee secures the reserved slot.
7.2. Balance (after the session). Selected photographs, and — for mobile sessions — the setup fee and any travel, are settled after the session, by card or bank transfer, in accordance with the invoice. Bank details are provided on the invoice.
7.3. Any late payment exceeding 30 calendar days from the invoice date shall automatically incur, without prior notice, statutory interest calculated on a daily basis from the due date, as well as a lump-sum increase of 15% of the total amount due (with a minimum of £50) as compensation for the Service Provider.
7.4. Any reminder sent to a Client who has not settled their invoice in full may be invoiced at £12.50 per letter sent, without prejudice to any recovery costs, which shall also be borne by the Client.
7.5. Any dispute relating to an invoice must be submitted no later than eight (8) calendar days after receipt of said invoice, by email to adm@adm.photo. Failing compliance with this deadline, the Client will no longer be able to contest the invoice.
Article 8 – Order Validation, Cancellation and Rescheduling
8.1. Any booking placed by the Client — whether via the Service Provider’s website, by email, or by telephone — becomes binding once the Client confirms it and pays the session fee. The Client receives an acknowledgment by email confirming the booking, together with a copy of these General Terms and Conditions.
8.2. Cancellation (excluding force majeure). Because the session fee secures a reserved slot, it is non-refundable. If the Client cancels, the session fee is retained by the Service Provider. As charges for photographs only arise once photographs are selected, no charge for photographs is due on a cancelled session.
8.3. Rescheduling. The Client may reschedule the session free of charge, and apply the session fee to the new date, provided the request is made at least 48 hours before the scheduled session. If a reschedule is requested less than 48 hours before the session, or in the event of a no-show, the session fee is forfeited and a new booking (with a new session fee) is required.
8.4. In genuine cases of force majeure (as defined in Article 13) affecting either Party, the Parties will agree a new date at no additional session fee.
8.5. Any more favourable cancellation or postponement arrangement must be formally agreed in writing by the Service Provider.
8.6. The statutory provisions relating to consumers’ right of withdrawal (Article 9) continue to apply to the extent required by law.
Article 9 – Right of Withdrawal and Statutory Warranty (Consumers Only)
9.1. Under applicable EU and Estonian consumer protection law, a consumer generally has 14 days to withdraw from a distance contract. However, where a service has been fully performed, or performance has begun with the consumer’s prior express consent and acknowledgment that they will lose the right of withdrawal, the right of withdrawal no longer applies.
9.2. The digital content and photographs delivered by the Service Provider are produced to the Client’s specifications and are highly personalized. Consumers accordingly acknowledge that they may not exercise a right of withdrawal in respect of these deliverables once produced.
9.3. In the event of a proven lack of conformity in any deliverable, the consumer has, for a period of two (2) years from delivery, the right to request that the Service Provider bring the content into conformity or replace it; failing that, obtain a proportionate price reduction; or, if that is not possible, cancel the sale.
Article 10 – Performance of Services and Subcontractors
10.1. The Service Provider undertakes to make every effort to deliver high-quality Services to its clients (duty of best efforts). Selected photographs are delivered ready for print and digital use, and are provided within two weeks of the Client’s selection, unless a faster turnaround is agreed.
10.2. The Service Provider is entitled to have the Services performed by any collaborator or subcontractor of its choice, under its own liability.
10.3. The Service Provider reserves the right to refuse to honour an order from a Client who has not settled, in full or in part, a previous order, or with whom a payment dispute is ongoing.
10.4. Independent Service Relationship. The Service Provider acts as an independent contractor and is not subject to any relationship of subordination with respect to the Client. The Client shall refrain from giving instructions that would encroach on the Service Provider’s autonomy in any technical or artistic aspect of service delivery. Nothing in these provisions shall be construed as creating an employment relationship or hierarchical bond between the Client and the Service Provider.
Article 11 – Warranties and Limitation of Liability
11.1. If the Client (beyond cases where the statutory warranty applies) believes it is entitled to contest the quality of the Services, the Client must give written notice by email to adm@adm.photo, or by post to the Service Provider’s registered address (Tööstuse 48, 10411 Tallinn, Estonia), on pain of forfeiture.
11.2. In any event, the Service Provider’s liability is limited to the contract amount, without prejudice to the Client’s right to seek termination of the contract in court under applicable law.
11.3. Exclusion of Indirect Damages. The Service Provider is only liable for direct, foreseeable, and proven damages exclusively attributable to it in cases of gross negligence or wilful misconduct. Under no circumstances shall the Service Provider be liable for indirect or intangible losses (such as lost profit, lost data, lost contracts, or increased overheads) incurred by the Client or third parties due to the performance of the contract.
Article 12 – Protection of Personal Data
12.1. The Service Provider undertakes to process only the personal data necessary for the execution of the order, according to the Client’s instructions, to comply with legal obligations (e.g. tax obligations), or based on the Client’s express authorization. The Service Provider complies with the General Data Protection Regulation (GDPR) and applicable Estonian data protection legislation.
12.2. The Service Provider has taken the necessary technical and organizational measures to ensure the integrity of the Client’s personal data.
12.3. At any time and without giving any reason, the Client may object to the processing of their personal data or exercise their rights (access, rectification, erasure, restriction, etc.) by email to adm@adm.photo or by post to the Service Provider’s registered address (Tööstuse 48, 10411 Tallinn, Estonia). The Client acknowledges that such objection or exercise of rights may, in certain cases, affect the proper performance of the order or prove impossible where the Service Provider must comply with a legal obligation.
Article 13 – Force Majeure
13.1. The Service Provider shall be released from any liability for any obligation that becomes partially or fully impossible or delayed due to force majeure, unforeseeable circumstances, or any other event beyond its control, including events caused by the Client or by third parties. Events deemed to be force majeure include, in particular, labour conflicts, supplier delivery delays, shortages of materials or transport, wars, riots, fires, natural disasters, adverse weather conditions, pandemics, terrorism, serious traffic accidents en route to the place of performance, and serious illness or sudden death of the Service Provider’s staff, insofar as they delay or make performance impossible.
13.2. The Party experiencing such events shall inform the other Party thereof.
13.3. The Parties agree to confer at the earliest opportunity to determine how to carry out the order during the force majeure event.
Article 14 – Intellectual Property
14.1. All logos, trademarks, photographs, and designs appearing on the Service Provider’s documents and website are the property of the Service Provider.
14.2. Any partial or full reproduction of these logos, trademarks, photographs, or designs, in any medium and for any purpose, is prohibited without the Service Provider’s consent or that of the relevant rights holders. Such infringement shall be subject to a penalty of £2,000 per violation per day, without prejudice to any higher damages that may be awarded by a competent court.
Article 15 – Governing Law and Disputes
15.1. Any dispute must first be submitted to an attempt at amicable resolution before it can be brought before the courts. The Parties agree to allow 30 days from receipt by the other Party of a written notice outlining the grounds for complaint, in an effort to find an amicable solution.
15.2. These General Terms and Conditions, and any contract concluded with the Service Provider, are governed by Estonian law. Any dispute relating to their validity, interpretation, and/or performance shall be subject to the exclusive jurisdiction of the courts of Tallinn, Estonia (Harju County Court), unless mandatory statutory provisions — in particular consumer-protection rules — provide otherwise.
ADM PHOTO OÜ · Registry code 14721306 · VAT EE102406751 · Tööstuse 48, 10411 Tallinn, Estonia · +44 7907 041272 · adm@adm.photo · Director: Anna Dobrovolskaya-Mints