Terms of Service

 

Terms of Business

Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.  

1.        Definitions and interpretation

1.1     In these Terms of Business:

Album” means a wedding album including a selection of the Photographs and meeting the requirements specified in the Statement of Work; 

CancellationCharges” means the amounts of the Charges payable by the Customer to the Photographer in the event of termination of the Engagement under Clause [12.3], such amount being specified in the Statement of Work;

Charges” means the charges specified in the Statement of Work payable by the Customer to the Photographer;

Customer” means the individual (or individuals) identified as such in the Statement of Work;

Effective Date” means the date when the Statement of Work is signed by or on behalf of the Photographer, following signature of the Statement of Work by the Customer;

Engagement” means a contract between the Photographer and the Customer for the supply of Services and the delivery of the Photographs and the Album incorporating these Terms of Business and the Statement of Work, and any amendments to such a contract from time to time;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, business names, trade names, trade marks, service marks, passing off rights and rights in designs);

Locations” means those sites and locations identified in the Statement of Work where the Photographs will be taken;

Permission” means a permission given by a third party for the performance of the Services and/or the inclusion of a location, object, person, work or other thing in the Photographs; 

Photographer” means RP Photography By Design LTD, a company incorporated in England and Wales (registration number 8056040) having its registered office at 4 Stratton Gardens Reading Berkshire RG2 8AT;[1]

Photographs” means the photographic images specified in the Statement of Work, which may include prints, negatives, transparencies and/or digital images;

Services” means the photographic services supplied or to be supplied by the Photographer to the Customer under the Engagement, details of which are set out in the Statement of Work (or, to the extent that no such details are set out in the Statement of Work, details of which will be agreed between the parties acting reasonably from time to time);

Statement of Work” means the statement of work document issued by the Photographer to the Customer and signed by or on behalf of the parties detailing the scope of the Services and other matters relating to the Engagement;

Term” means the term of the Engagement; and

Wedding” means the wedding that is the subject of the Engagement.

1.2     In these Terms of Business, a reference to a statute or statutory provision includes a reference to:

(a)     that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and  

(b)     any subordinate legislation made under that statute or statutory provision.

1.3     The Clause headings do not affect the interpretation of these Terms of Business.

1.4              The ejusdem generis rule is not intended to be used in the interpretation of these Terms of Business.[1]

2.        Engagement

         The Engagement will come into force on the Effective Date and will continue in force until:

(a)     the Services have been completed; and

(b)     all the Charges have been paid by the Customer to the Photographer in cleared funds, 

         upon which it will terminate automatically, unless previously terminated in accordance with Clause [12].

3.        Services

3.1     The Photographer:

(a)     will supply the Services to the Customer (including taking the Photographs at the Locations);

(b)     deliver the Photographs and the Album to the Customer, in accordance with the terms of the Engagement.

3.2The timetable for the delivery of the Photographs and Album is indicative only, and the Photographer shall not be in breach of the terms of the Engagement

solely on the ground that that timetable has not been met.

3.3     The Photographer will obtain Permissions specified (or of the type(s) specified) in the Statement of Work and reasonably required for the performance of the Services, All such written Permissions will be in a form agreed by the parties acting reasonably, having regard to the provisions of Clause [5] where relevant.

3.4     The Photographer may sub-contract the provision of the Services without the prior written consent of the Customer; the Photographer will remain liable to the Customer for the performance of the sub-contracted obligations.

3.5     The Photographer may suspend the provision of the Services and withhold the Photographs and Album if the Customer fails to pay by the due date any Charges.

4.        Customer obligations

4.1     The Customer will provide to, or procure for, the Photographer any:

(a)     co-operation, support and advice;

(b)     information and documentation; and

(c)     licences, consents or permits,

         reasonably necessary to enable the Photographer to discharge its obligations under the Engagement.

4.2     The Customer must provide feedback on:

(a)     preparatory composition or design work; and

(b)     the selection of Photographs for the Album, 

         promptly and in any event in accordance with any timetable agreed between the parties. The Customer acknowledges that a failure to comply with this Clause may result in delays in the provision of the Services and/or the delivery of the Photographs and/or the Album, and agrees that the Photographer shall not be in breach of the Engagement or otherwise liable in respect of any delays resulting from a breach of this Clause.

4.3     Subject to Clause [3.3], the Customer will be responsible for obtaining by email any Permissions reasonably required for the performance of the Services, and will provide to the Photographer copies of those Permissions promptly following receipt of a request to do so.

4.4     The Customer hereby indemnifies and undertakes to keep indemnified the Photographer against any losses, damages, claims, obligations, liabilities, costs and expenses (including legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any breach by the Customer of Clause [4.3].

5.        [No grant of rights / Licence of rights / Assignment of rights]

         the Customer acquires no licence or assignment of any Intellectual Property Rights or other rights in the Photographs.

5.1     Upon the later of:

(a)     the completion of the Services under the Engagement; and

(b)     the payment by the Customer to the Photographer in full in cleared funds of all amounts due in respect of the Engagement,

         the Photographerwill (and hereby does) grant to the Customer a worldwide, exclusive licence to print and reproduce, subject to Clause [5.2].

5.2     The licence granted in Clause [5.1] does not include the rights to sell and profit from the images produce.

6.        Moral rights

 6.1     The Photographer assert their moral rights to be identified as the authors of the Photographs in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

6.2     Subject to Clause [6.3],] the Photographer acknowledges that the Photographs have been commissioned by the Customer for private or domestic purposes and that, under Section 85 of the Copyright, Designs and Patents Act 1988, the Customer have the rights not to have: (i) copies of the Photographs shown in public, (ii) the Photographs exhibited or shown in public, and (iii) the Photographs communicated to the public.

6.3     The Customer agrees that, notwithstanding Section 85 of the Copyright, Designs and Patents Act 1988, the Photographer may display and sell imagesto Clause 6.2].]

7.        Intellectual Property Rights

7.1     The Photographer warrants that the Photographs will not infringe the [UK] Intellectual Property Rights of any third party.

8.        Charges and payment

8.1     The Photographer may issue invoices for the Charges to the Customer on or after the dates set out in the Statement of Work.

8.2     The Customer will pay the Charges to the Photographer within [14] days of the date of issue of an invoice issued in accordance with Clause [8.1].

8.3     Charges must be paid by [debit or credit card, direct debit, bank transfer or by cheque] (using such payment details as are notified by the Photographer to the Customer from time to time).

8.4     If the Customer does not pay any amount properly due to the Photographer in connection with the Engagement, the Photographer may charge the Customer interest on the overdue amount at the rate of [8]% per year above the base rate of Natwest Bank Plc from time to time (which interest will accrue daily until the date of actual payment and be compounded quarterly).

8.5     All amounts stated in the Statement of Work or in relation to the Engagement are stated inclusive of all value-added taxes.

9.        Warranties

9.1     The Customer warrants to the Photographer that the Customer has the legal right and authority to enter into and perform the Customer's obligations under the Engagement.

9.2     The Photographer warrants to the Customer that:

(a)     it has the legal right and authority to enter into and perform its obligations required by the Engagement; and

(b)     the Services will be performed with reasonable care and skill.

9.3     All of the parties' warranties and representations in respect of the subject matter of the Engagement are expressly set out in these Terms of Business and in the Statement of Work.  To the maximum extent permitted by applicable law and subject to Clause [10.1], no other warranties or representations concerning the subject matter of the Engagement will be implied into these Terms of Business, the Statement of Work, the Engagement or any other contract.

10.      Limitations and exclusions of liability

10.1   Nothing in the Engagement will:

(a)     limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b)     limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c)     limit any liability of a party in any way that is not permitted under applicable law; or

(d)     exclude any liability of a party that may not be excluded under applicable law, and any statutory rights that a party has as a consumer, that cannot be limited or excluded, will not be limited or excluded by the Engagement.

10.2   The limitations and exclusions of liability set out in this Clause [10] [and elsewhere in the Engagement]:

(a)     are subject to Clause [10.1];

(b)     govern all liabilities arising under the Engagement or in relation to the subject matter of the Engagement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

[(c)    will not limit or exclude the liability of the parties under the express indemnities set out the Engagement.

10.3   The Photographer will not be liable to the Customer for any losses arising out of a Force Majeure Event.

10.4   The Photographer will not be liable to the Customer in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.      Distance contracts and consumer rights

11.1   This Clause [11] applies if and only if the Customer agrees to the Engagement using any means of distance communication (including via email or post).

11.2   Where this Clause [11] applies, the Customermay cancel the Engagement at any time within 7 working days, beginning on the day after the contract for the  Engagement came into force, providing that the Photographer has not begun the provision of the Services during that period.

11.3   If the Customer cancel the Engagement in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Engagement (if any).

11.4   The Photographer will usually refund any money received from the Customer using the same method used by the Customer to pay the Charges. The Photographer will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Photographer received the Customer's valid notice of cancellation.  The notice of cancellation should be sent to the Photographer at the address set out in the Statement of Work.

12.      Termination

12.1   Either party may terminate the Engagement immediately by giving written notice to the other party if the other party commits any material breach of any provision of these Terms of Business or the relevant Statement of Work, and: 

(a)     the breach is not remediable; or 

(b)     the breach is remediable, but the other party fails to remedy the breach within 31 days of receipt of a written notice requiring it to do so.

12.2   The Photographer may terminate the Engagement immediately by giving written notice to the Customer if the Customer fails to pay in full and on time any amount due to the Photographer in respect of the Engagement.

12.3   If:

(a)     the Wedding is cancelled (for whatever reason); and 

(b)     the Customer notifies the Photographer of such cancellation as soon as practicable and in any event at least 31 days before the expected date of the Wedding, 

         then the Engagement will be automatically terminated upon the receipt by the Photographer of that notice, and Clause [13.2] shall apply.

12.4   The Customer may terminate the Engagement immediately by giving written notice to the Photographer if: 

(a)     the Photographer: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)     an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Photographer; or

(c)     an order is made for the winding up of the Photographer, or the Photographer passes a resolution for its winding up.

13.      Effects of termination

13.1   Upon termination of the Engagement all the provisions of these Terms of Business and the Statement of Work will cease to have effect, save that the following provisions of these Terms of Business will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 4.4, [5], 7.2, 7.3, 8.4, 10, 13, 14 and 15].

13.2   If the Engagement terminates under Clause [12.3], then the Customer must pay  to the Photographer within [14] days following the date of termination an amount equal to the Cancellation Charges less any Charges previously paid by the Customer and received by the Photographer in respect of the Engagement.

13.3   If the Engagement is terminated by the Customer under Clause [12.1] or [12.4], then the Customer shall be:

(a)     entitled to a full refund of Charges previously paid to the Photographer; and 

(b)     released from any obligation to pay any further Charges to the Photographer,

         providing that [the licence in Clause [5] shall also terminate / the rights assigned to the Customer in Clause [5] shall revert to the Photographer].

13.4   Save as expressly provided in Clauses [11, 13.2 and 13.3], the Customer shall not:

(a)     be entitled to any refund of Charges; or

(b)     be released from any obligation to pay Charges (whether or not invoiced),

         upon the termination of the Engagement.

14.      General

14.1   No breach of any term of the Engagement will be waived except with the express written consent of the party not in breach.

14.2   If a term of the Engagement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other terms of the Engagement will continue in effect.  If any unlawful and/or unenforceable term would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the term will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant term will be deemed to be deleted). 

14.3   Neither these Terms of Business nor any Statement of Work may be varied except by a written document signed by or on behalf of the Photographer and at least one of the Customer.

14.4   Save as expressly provided elsewhere in these Terms of Business, no party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in any rights or obligations under the Engagement.

14.5   Each Engagement is entered into for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party.

14.6   Subject to Clause [10.1], these Terms of Business and the relevant Statement of Work will constitute the entire agreement between the parties in relation to the Engagement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.7   These Terms of Business and each Statement of Work will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Engagement.

15.      The Customer

15.1   This provisions of this Clause [15] shall apply if and only if the Customer under the Engagement is two individuals (referred to in this Clause as the "Customers"). 

15.2   Each Customer will be jointly and severally:

(a)     responsible with the other Customer for the performance; and

(b)     liable with the other Customer for the non-performance and breach,

         of all the Customer obligations, undertakings, warranties and indemnities set out in the Engagement.

15.3   Where the Engagement stipulates that the Photographer must give notice to the Customer in respect of some matter, then the Photographer may give such notice to the address for Customer notices specified in the Statement of Work.

15.4   Where the Engagement stipulates that the Photographer must delivery something to the Customer, then the Photographer may deliver that thing to the address for Customer notices specified in the Statement of Work.

15.5   Where the Engagement stipulates that the Customer must give some approval or consent in respect of some matter, then the approval or consent of any one of the Customers will constitute the required approval or consent.

15.6   Where the Engagement provides that the Customer may by notice terminate this Agreement, then either one of the Customers may do so.

15.7   Where the Engagement provides for a licence or assignment of Intellectual Property Rights to the Customer, that licence or assignment shall be legally held by the Customers in such manner as the Customers may agree between themselves from time to time.

Statement of Work  

Services

The Services consist of:

(a)     the taking of at least 200 Photographs of the Wedding on the agreed date at the Locations by Robert Pugh;

(b)     the post-processing of the Photographs;

(b)     the production of the Album if included in the package;

(c)     the delivery of the Photographs and the Album [in the formats specified below] to the Customer.

Locations

The Locations are [insert details of locations and sites where the Photographs will be taken].

Permissions to be obtained by Photographer

Use of images taken at Wedding, Event, Portrait shoot for use on website and promotional material.

Photographs

Digital Download.  E.g. The Photographs will consist of the photographs referred to above, in each case in both print format (USB Print Box]) and in digital format (Digital Download).  Also, include expected date of delivery of the Photograph

Album

Album will be of 30 pages and shall incorporate approximately 60 Photographs. Expected date of delivery of the Album is 6 weeks after the wedding date or 4 weeks after approving the album design.

Charges and Cancellation Charges

Weddings cancelled 60 days before the wedding date will loos the non refundable deposit,

Weddings cancelled 59 days and less before the wedding date are liable to pay the full remaining balance of the wedding photography.

Events cancelled 48 Hours before the event date loos the non refundable deposit

Events cancelled 24 hours of on the day of the event are liable to pay 50% or the total agreed quote.

If the event is cancelled on the photographers arrival on the day of the event millage fees will be invoiced.

Customer notices

Weddings 60 days before the wedding date.

Events 48 Hours before the event date.

Photographer notices

4 Stratton Gardens Reading Berkshire RG2 8AT

The parties have indicated their agreement to the Engagement on the terms of this Statement of Work and the Photographer's Terms of Business by signing a contract.