IMPRESSIONS PHOTOGRAPHY — TERMS AND CONDITIONS
“The Photographer” means Andrew Clifton trading as Impressions Photography.
“Proposal” means an email or document electronic or otherwise created by the photographer and setting out the photographer’s fees and pricing for a proposed assignment.
“The Client” means the party so identified in a contract and deemed to be acting as principal. Wherever applicable, “the client” is deemed to include the client’s affiliates, assignees, and successors in title.
“Contract” means a proposal which has been accepted and authorised by or on behalf of the client.
“Assignment” means a commission by the client of the Photographer, as specified in a contract, for provision of Photographer’s services for the purpose of creating and supplying the material.
“Shoot” means any active session or sessions of photographic image or video capture undertaken by the Photographer pursuant to an assignment.
“Material” means all photographic material created by the photographer pursuant to an assignment, including but not limited to photographs, prints, digital image or video files, transparencies, negatives, or any other type of physical or electronic material recording either still or moving images.
“Digital presentation” means presentation of digital images by the photographer to the client, either in person or via an online gallery, in order that the client may (a) select a set of images to be edited and/or (b) review edited images prior to delivery of digital files and/or (c) select images to be included in a print order.
APPLICATION AND SCOPE
These terms and conditions will:
Apply to any work of any description undertaken by the photographer pursuant to any contracts, verbal or written, concerning the provision of photographic services and/or material, and to any usage licences relating any such work or material.
prevail over any inconsistent terms or conditions referred to in documents supplied by another party, or implied by trade custom, practice or course of dealing.
PROPOSALS AND CONTRACTS
The fees and pricing specified in proposals and contracts are based upon the information provided to the photographer by the client in advance of preparing the proposal, with respect to a particular assignment.
The Client is responsible for checking the proposal to ensure that it provides for all requirements including but not limited to post production work and provision of materials including digital images, video files, prints and other products.
The fees and pricing specified in proposals and contracts may include both fixed fees and prices and estimates of potentially variable costs, including but not limited to third party expenses. Where such estimates are included and clearly identified as such, the client acknowledges this and accepts liability for the total costs and expenses arising from the assignment.
The photographer will endeavour to work within the agreed cost estimate, wherever possible and will advise the client should it become clear that particular expenses will significantly exceed the expected value.
In accepting the proposal, the client also accepts that any subsequent request for changes to the assignment requirements may incur additional costs, for which the client will be liable.
Unless otherwise agreed in writing, the client’s agreement to a shoot date (or dates) shall be deemed to be acceptance of the proposal.
DEPOSIT PAYMENT AND PREPARATION
Immediately upon the client’s acceptance of a proposal, the photographer will invoice the client for an initial deposit payment as specified in the proposal. This invoice is due on presentation, and payment must be made in full, in advance of the shoot-date and prior to the photographer undertaking any further preparatory work with respect to the assignment.
Following receipt of the deposit payment, the photographer will proceed to make all necessary preparatory arrangements in advance of the photoshoot, including but not limited to securing any relevant third party services and other resources as detailed in the proposal.
CONDUCT OF PHOTO SHOOTS
No payment is required on the day of a shoot, unless otherwise specified in the contract.
If a confirmed shoot is cancelled or postponed by the client for any reason, the Photographer reserves the right to charge a cancellation fee on terms specified in the contract.
During a photo shoot, the photographer will take account of the client’s reasonable instructions in respect of the assignment brief as specified in the contract.
During and/or at the end of the photoshoot, wherever possible, the photographer will allow and encourage the client to review the images captured on the camera’s view screen and/or on a computer, laptop or tablet linked to the camera, so that the client has the opportunity to judge whether the images captured satisfy the intentions of the brief and/or that any deviations from the brief are acceptable.
If no objection is raised by the client by the end of the shoot, it will be deemed that the client has accepted that the images captured satisfy the assignment brief specified in the contract.
The client’s acceptance of images captured during the photoshoot may not be unreasonably withheld.
DIGITAL PRESENTATION and SELECTION OF IMAGES
Subject to the client’s reasonable acceptance of the results of the photoshoot as consistent with the agreed brief, the procedure by which the assignment is completed will be as follows:
Digital presentation: The photographer will provide the client with a digital presentation of all images captured during the shoot which are of acceptable quality, by means of a private online proofing gallery to which the client will be given access, making all reasonable efforts to do so within 24 hours of end of the shoot.
Selection: The client must then select an appropriate set of images for editing within a period of ‘selection time’ specified win the proposal, typically, five working days.
Digital editing: Following selection by the client of images to be edited, the photographer will make all reasonable efforts to complete the required editing work within a period of ‘editing time’ specified within the proposal, typically five working days – and will then provide the client access to the edited images (and variants thereof) via the online gallery.
Invoice and payment: The photographer will then invoice the client for the entire balance of fees and expenses due. This invoice will be due on presentation and must be paid in full before any further work is undertaken with respect to amendment of the selected images and/or delivery of digital files and/or other products and services.
Delayed selection: In the event that the client is unable or unwilling to make the required selections so within the agreed time period, the photographer may then invoice the client for the entire balance of fees and expenses due. This invoice will be due on presentation – and must be paid in full before any further work or provision of products or services is carried out by the photographer with respect to selections subsequently made by the client.
Editorial amendments: Having made payment, the client may request reasonable editorial amendments and corrections to the editing files and the photographer will implement up to two iterations of such amendments, as required, making all reasonable effort to satisfy the client’s requests.
Delivery: Having completed any requested amendments, the photographer will provide the client with download links to access high-resolution web-optimised digital versions of the relevant files and will make arrangements for delivery of hard copy products, including photobooks and fine-art prints as specified in the proposal.
COPYRIGHT, LICENSING & USAGE RESTRICTIONS
The entire copyright and all similar rights throughout the world in all the material and ownership of all physical materials created by or for the Photographer shall vest in and be retained by the Photographer at all times.
Unless otherwise agreed in the proposal, the client must obtain written permission from and compensate the photographer prior to the client or any of the client’s friends, relatives, associates or clients publishing or selling any part of the material in any form, with our without modification.
In the event that licencing for publication or sale of all or part of the material is included in the proposal or subsequently agreed between the parties, the client undertakes to clearly and credit the photographer as the creator and copyright owner of the relevant material, in accordance with the credit requirements specified in the contract or in a mutually agreed amendment thereof.
Unless otherwise agreed in the contract, the Photographer reserves the right to use any of the material, in any form and in any manner worldwide, as portfolio content for the purpose of promoting his services. This may include entering images and video into public competitions.
Unless otherwise agreed in the contract and authorised where necessary by appropriate model release consent, the Photographer will not sell or license any part of the material to any third party for aesthetic, commercial or editorial use.
The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposes of the Assignment, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the Assignment.
It shall be the sole responsibility of the Client to arrange for any third party involved in the Assignment to enter into any confidentiality agreement.
The Photographer will not be liable for any breach of confidentiality by any third party.
THIRD PARTY RIGHTS
Engagements of third party suppliers, including models, are subject to such terms and conditions as those parties may require which shall be made available by the Photographer on request.
Items created specifically for the shoot shall remain the property of their creator unless agreed otherwise.
The Photographer shall not be responsible for obtaining any clearances in respect of third party copyright works, trade marks, designs or other intellectual property used in relation to the Assignment or any Usage Licence or extension thereof unless expressly agreed in writing prior to the shoot.
EXTENT OF LIABILITY
The Photographer shall not be liable to the Client for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Photographer, Photographer’s employees, agents or sub-contractors or otherwise) which arise out of or in connection with the assignment.
The Photographer’s maximum aggregate liability for all losses, damages, costs, claims and expenses however or whenever arising out of or in connection with these Terms shall in any event be limited to the total amount of the fees paid to the Photographer in relation to the relevant Assignment.
Notwithstanding the above, nothing in these terms excludes or limits the liability of the Photographer for death or personal injury caused by the Photographer’s negligence or that of his/her employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal to exclude.
The Photographer hereby disclaims any warranties, conditions and other terms on or relating to the services hereunder or any parts thereof which might otherwise be implied whether by statute, law, custom, course of dealing or otherwise, including without limitation any warranty, condition, or other terms of merchantability, quality, fitness for purpose or non-infringement to the fullest extent permitted by law.
The Photographer shall not be liable for any failure or delay in the performance of any of such party’s obligations under these Terms caused by any circumstances of force majeure, beyond such party’s reasonable control.
Entire agreement: These terms and the contract (subject to any mutually agreed amendment of the latter) constitute the entire agreement between the parties with respect to their subject matter.
Severability: If any part of these terms is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the Terms and the remainder shall continue to be valid and enforceable to the fullest extent permitted by law.
Law and Jurisdiction: these terms are governed by the laws of England & Wales and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales