In these Terms, when we say you or your, we mean the Guardian who registers for our Services. When we say we, us, or our, we mean Ready Set Smile Limited, trading as Whippersnappers (WS). We and you are each a Party to these Terms, and together, the Parties.
These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. By using our Services, you confirm that you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: support@whippersnappers.nz.
These Terms were last updated on 27 March 2026.
These Terms apply from the Commencement Date until the date that is the earlier of:
("Term")
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice.
In these Terms, unless the context otherwise requires, capitalised terms have the following meanings:
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Ready Set Smile Limited, trading as Whippersnappers (WS). We and you are each a Party to these Terms, and together, the Parties.
These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: support@whippersnappers.nz.
These Terms were last updated on 27 March 2026.
1.1 These Terms apply from the Commencement Date until the date that is the earlier of:
("Term")
2.1 In consideration of you making your Centre available for a Session, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel. The Services are provided to the Centre at no charge.
2.2 The Services involve onsite photography sessions for children and staff at the Centre (Sessions). Sessions are designed to be efficient, positive and minimally disruptive, and we will work around the Centre's routines wherever possible.
2.3 We will only photograph children where valid Parent/Guardian consent has been obtained through our secure web service application (WS website) in accordance with clause 5. The Centre is not responsible for obtaining consent on our behalf.
2.4 Children remain under the Centre's supervision and are the Centre's responsibility at all times, including during a Session. Our Photographers are never left unsupervised with children. An appropriately authorised representative of the Centre must be present in the Session area for the entire duration of each Session.
2.5 All variations to the Services must be agreed in writing between the Parties and in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
2.6 Notwithstanding clause 2.5, you agree that we may vary the Services or these Terms at any time, by providing reasonable written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Services or these Terms, you may, before the end of the Variation Notice Period, terminate these Terms by giving us notice in writing prior to the expiry of the Variation Notice Period, in which case, the proposed variation will not come into effect and clause 13.3 will apply.
3.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):
4.1 We confirm that all Photographers engaged to provide Services at the Centre have undergone a Safety Check in accordance with the Children's Act 2014 prior to commencing work at any Centre.
4.2 We will maintain records of all Safety Checks conducted and will provide evidence of completed Safety Checks to you upon request.
4.3 Safety Checks will be renewed every three years in accordance with the Children's Act 2014.
4.4 We will use reasonable endeavours to ensure our Photographers comply with:
4.5 Our Photographers are responsible for:
4.6 Our Photographers will not physically move, lift or position children against their will. If a child becomes upset or unwilling to participate, they will be given space or the choice to stop.
4.7 The Parties acknowledge and agree that:
5.1 As part of the Booking process, you must provide us with details of all participating Parents/Guardians (including names and contact information) at the time of Booking. Following receipt of this information, we will email those Parents/Guardians a link to register on the WS website and provide the required consent in accordance with this clause 5.
5.2 Consent for a child's participation in a Session is collected directly by us from Parents/Guardians through our secure WS website prior to each Session.
5.3 We will only photograph children with valid Parent/Guardian consent. Consent can be revoked at any time prior to a Session through our WS website. If a Parent/Guardian notifies the Centre directly of consent revocation, the Centre must immediately inform us to ensure our records are updated.
5.4 If a photograph of a child without consent is taken in error (including where the child appears in the background), it will be immediately deleted upon us becoming aware of the error.
5.5 Consent for the use of images in marketing or promotional materials is collected separately from Session participation consent and is always optional. We will only use a child's image for marketing (including on our website, social media, printed materials or advertising) with explicit written Parent/Guardian consent.
6.1 Each registered Family receives a secure, private Gallery within the WS website containing their child(ren)'s edited portraits.
6.2 Portraits featuring multiple children are only made available within Galleries where all involved Parents/Guardians have provided explicit consent.
6.3 Images are typically delivered within 2–10 days of the Session, though this may vary. Unpurchased photographs are securely stored for a limited time and will be permanently deleted between 30 and 90 days after orders close. Parents/Guardians will receive an email reminder before they are removed, as they cannot be recovered once deleted.
6.4 The Centre will not have general access to any images captured during Sessions. Images are only accessible to the respective Families through their private Galleries. However, where a teacher or staff member is the primary subject of a photograph, that image may be shared with them directly.
7.1 During the Term, you may request us to supply the Services by notifying us in writing or by any other process we specify (Booking Request).
7.2 If we accept the Booking Request, we will issue confirmation of your Booking Request and it will become a binding Booking.
7.3 Each Booking is subject to, and will be governed by, these Terms and any other conditions expressly set out in the Booking confirmation. To the extent of any ambiguity or discrepancy between a Booking confirmation and these Terms, the terms of these Terms will prevail.
8.1 As between the Parties:
8.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
8.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by these Terms.
8.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Companies Act 1993) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing our obligations or exercising our rights under these Terms.
8.5 You acknowledge and agree that:
8.6 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
8.7 This clause 8 will survive termination or expiry of these Terms.
9.1 Subject to clause 9.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party's business and operations.
9.2 Clause 9.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms, provided that the disclosing Party ensures the adviser complies with the terms of clause 9.1.
9.3 This clause 9 will survive the termination of these Terms.
10.1 We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under these Terms, and in accordance with any applicable Laws.
10.2 We will handle all Personal Information (including children's photographs and parent contact information) in accordance with:
10.3 If you are required to provide us with Personal Information so that we can provide the Services, you agree to comply with the Information Privacy Principles as set out in the Privacy Act 2020, and any other applicable Laws relating to privacy (Privacy Laws).
10.4 Without limiting this clause 10, you must ensure that:
10.5 Without limiting this clause 10, you agree to only disclose Personal Information to us if:
11.1 As a business, you agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:
11.2 This clause 11 will survive the termination or expiry of these Terms.
12.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
12.2 This clause 12 will survive the termination or expiry of these Terms.
13.1 Either Party may terminate these Terms at any time by giving 30 days' notice in writing to the other Party.
13.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
13.3 Upon expiry or termination of these Terms we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 9.
13.4 Unless otherwise agreed between the Parties, if these Terms are terminated:
13.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
13.6 This clause 13 will survive the termination or expiry of these Terms.
14.1 Amendment: Subject to clauses 2.5 and 2.6, these Terms may only be amended by written instrument executed by the Parties.
14.2 Assignment: Subject to clauses 14.3 and 14.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
14.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
14.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Centre. The costs of mediation will be split equally between the Parties.
14.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice.
14.6 Governing Law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
14.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
14.8 Publicity: Despite clause 9, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including the Centre's name and location, on our website or in our promotional material. This does not include the right to use any photographs of children without separate Parent/Guardian consent in accordance with clause 5.
14.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
14.10 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.
In these Terms, unless the context otherwise requires, capitalised terms have the following meanings:
