Terms and Conditions
Please pay particular attention to sections 3, 4 and 7. If you have any concerns regarding the terms and conditions please contact me, as they can be amended in writing for the requirements of individual clients.
In this Agreement the terms: (a) “image” includes a digital image, digital scan, photograph, transparency, negative, or any other item which may be offered for the purposes of reproduction: (b) “reproduction” includes any form of publication or copying of the whole or part of any image and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means (c) “the Client” shall mean the person/organization/business named in the formal quotation to whom or to which Pip Hayler Photography has agreed to provide Photography Services whether or not the Client is acting for a third party (d) “Photography Services” means the scope of work agreed between Photographer and the Client and confirmed in writing and the images to be delivered to the Client pursuant to such work. (e) “the Photographer” means Pip Hayler trading as Pip Hayler Photography.
(a) These terms and the formal quotation shall constitute the contract between the Photographer and the Client (the “Agreement”) and these terms are deemed to be accepted by the Client by virtue of its written acceptance of the formal quotation in respect of Photography Services.
(b) This Agreement applies to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any acceptance, purchase order, confirmation of order, specification or other document).
(a) Subject to clause 4, Pip Hayler grants to the Client a licence to publish, reproduce, have reproduced on its behalf the images delivered to the Client as part of the Photography Services on the terms and for the specific uses set out in the formal quotation for the Photography Services (the “Licence”).
(b) The copyright in the images is retained by Pip Hayler at all times throughout the world.
(a) The Licence comes into effect from the date of payment of the relevant invoice (s). No use may be made of the images before payment in full of the relevant invoice(s) without the express permission of the Photographer. Any permission which may be given for prior use by the Photographer in writing will automatically be revoked if full payment is not made by the due date or if the Client is declared bankrupt or put into receivership or liquidation.
(b) The Licence granted is personal to the Client and may not, without the prior written permission of the Photographer, be assigned, nor may any image delivered to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of its Licence rights.
(c) The Photographer reserves the right to refuse to supply or grant a Licence to a third party when requested to do so by the Client.
(d) The Licence is not exclusive to the Client except when specified in the formal quotation.
(e) Permission to use the images for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, which must be mutually agreed in writing (and paid in full) before such further use.
(f) Unless otherwise agreed in writing, all further licences in respect of the images will be subject to these terms.
- Client Confidentiality
The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to her in confidence for the purposes of the Photography Services which is marked as confidential or, if disclosed orally, after confirmation in writing to the Photographer that such information is confidential, save as may be reasonably necessary to enable The Photographer to carry out her obligations in relation to the Photography Services.
(a) While the Photographer takes all reasonable care in the performance of this agreement generally, she shall not, to the fullest extent permitted by law, be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any image or its caption.
(b) The Client agrees to indemnify the Photographer in respect of any claims or damages or any costs arising which the Photographer may incur as a result of use of any image supplied to the Client by the Photographer infringing the intellectual property rights of a third party.
(c) The Client must satisfy themselves that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that the Photographer gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any image. In the event that the image is published or reproduced by or with the authority of the Client then the Client shall indemnify the Photographer against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
(d) The Photographers liability for all claims arising under this Agreement shall not exceed in any event the total amount paid under this invoice (other than for death or personal injury caused by negligence, fraud or where such limitation of liability is otherwise prohibited by law).
(a) Payment terms are strictly 30 days from date of invoice by cash, or by automated credit transfer (BACS). BACS details will be supplied with the invoice if this is a more convenient method of payment. Proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery.
(b) If payment is not made in accordance with (a) above then The Photographer may terminate this Agreement and claim interest on any unpaid amounts at a rate of 3% above the base rate of [Barclays plc].
(c) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that the Photographer may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
(d) A fee of £10.00 may be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
(e) The Photographer reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of images, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
(f) The Photographer or her authorised representative may subject to giving reasonable notice inspect any records, accounts and books relating to the images delivered to the Client by The Photographer to ensure that the images are being used only in accordance with the Licence.
Where extra expenses or time are incurred by The Photographer as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at The Photographers normal rate in addition to the expenses shown on the formal quotation as having been agreed or estimated.
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing of the Photographic Services.
- Cancellation & Postponement
(a) Once the Client has made a booking, The Photographer will not accept any other work from other clients for those times and dates.
(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the Client according to the following schedule. If the Client cancels a booking 7 days or less prior to any confirmed date, a fee of 50% of the quote will be charged. If the Client postpones a booking 7 days or less prior to any confirmed date, a fee of 25% of the quote will be charged. In addition to this cancellation fee, the Client will be charged for any expenses already incurred by The Photographer.
- Right to a credit
(a) The Photographer asserts her moral rights, including the right to be identified as the author of the work, set out in the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.
(b) Where practicable credit all imagery to Pip Hayler in reasonable proximity to all published reproductions of Photograph (s).
- Delivery of images
(a) The Photographer will edit the images and deliver digital images via a method agreed with the client during the original brief and outlined in the quote, this may be Dropbox, USB, DVD or Email.
(b) All files are delivered as colour Adobe RGB 1998 .tif files or sRGB .jpg files as requested. Client assumes all responsibility for any RGB to CMYK prepress work required. Client agrees to hold harmless the Photographer from any claims arising from such work. The Photographer is not responsible for how images render on websites.
The Photographer makes no warranty about the nature of its archive past the date of first delivery of final images. Clients should treat the delivered files carefully, and recommends that the Client keeps a safe copy for the duration of the Licence.
- Third Parties
Nothing in these terms nor any formal quotation shall give rights to any parties other than the Client and the Photographer.
- Applicable Law
This Agreement shall be governed by the laws of England.
This Agreement shall not be varied except by agreement in writing by the Client and Pip Hayler.