Please read these Photography Terms and Conditions carefully. All contracts that the Photographer may enter into from time to time for the provision of the Photographer’s services shall be governed by these Terms and Conditions, and the Photographer will ask the Client for the Client’s acceptance of these Terms and Conditions before providing any such services to the Client.
Sections in these Photographer terms and conditions
1. Definitions – this has been moved to the end of the page after clause 21.
2. Term
3. Services
4. Permissions
5. Deliverables
6. Acceptance
7. Client obligations
8. Client Materials
9. Intellectual Property Rights
10. Charges
11. Photographer’s expenses
12. Photographer’s confidentiality obligations
13. Client cancellation and rescheduling
14. Photographer cancellation and rescheduling
15. Data protection
16. Warranties
17. Limitations and exclusions of liability
18. Force Majeure Event
19. Subcontracting
20. General
21. Interpretation
22. Free Bookings
2. Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until:
(a) all the Services have been completed;
(b) all the Deliverables have been delivered; and
(c) all the Charges have been paid in cleared funds,
upon which it will terminate automatically.
2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.
3. Services
3.1 The Photographer shall provide the Services to the Client in accordance with these Terms and Conditions.
3.2 The Photographer shall provide the Services with reasonable skill and care.
3.3 The Photographer shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.
3.4 The Photographer shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.
3.5 The Photographer shall comply with all reasonable requests and directions of the Client in relation to the Services.
4. Permissions
4.1 The Photographer shall use its best endeavours to obtain all those Permissions that are specified as the Photographer’s responsibility in the Statement of Work, or that are reasonably required for the performance of the Services.
4.2 Subject to Clause 4.1, the Client shall use its best endeavours to obtain all such Permissions as may be required for the performance of the Services.
4.3 All Permissions must be in writing and in such form as the parties may agree from time to time.
4.4 If the parties are unable to obtain any Permission that is required for the performance of the Services, the parties shall attempt to agree such variation to the scope of the Services as is necessary to enable the performance of the Services without the relevant Permission.
5. Deliverables
5.1 The Photographer shall deliver the Deliverables to the Client.
5.2 The Client must promptly, following receipt of a written request from the Photographer to do so, provide written feedback to the Photographer concerning the Photographer’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
5.3 The Photographer shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 6 of the Statement of Work or agreed by the parties in writing.
5.4 The Photographer warrants to the Client that:
(a) the Deliverables will be of satisfactory quality;
(b) the Deliverables will be reasonably fit for any particular purpose for which the Client is contracting for the Deliverables that the Client makes known to the Photographer before the Contract is made;
(c) the Deliverables will match the description of the Deliverables set out in the Statement of Work;
(d) the Photographer has or will have at the relevant time the right to supply the Deliverables to the Client.
6. Acceptance
6.1 Within 3 Business Days following the delivery of Deliverables to the Client, the Client shall:
(a) review the Deliverables to determine whether they comply with the Acceptance Criteria; and
(b) notify the Photographer in writing of the results of such review, providing full details of any non-compliance with the Acceptance Criteria.
6.2 If the Client does not give to the Photographer a notice under Clause 6.1, within the period referred to in Clause 6.1, then the Deliverables shall be deemed to meet the Acceptance Criteria.
6.3 If the Deliverables do not comply with the Acceptance Criteria and the Client notifies the Photographer of the non-compliance in accordance with this Clause 6, the Photographer will have a further reasonable period agreed by the parties (of no less than 5 Business Days and no more than 10 Business Days) to remedy the non-compliance, following which Client will repeat the review.
6.4 If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) acceptance review under this Clause 6, then Photographer shall be deemed in irremediable material breach of the Contract.
6.5 The acceptance or deemed acceptance of the Deliverables under this Clause 6 will not prejudice the Client’s rights in the event of a breach of Clause 5.4 by the Photographer.
7. Client obligations
7.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to the Photographer, or procure for the Photographer, such:
(a) co-operation, support and advice; and
(b) information and documentation,
as are reasonably necessary to enable the Photographer to perform its obligations under the Contract.
8. Client Materials
8.1 The Client hereby grants to the Photographer a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the obligations of the Photographer and the exercise of the rights of the Photographer under these Terms and Conditions.
8.2 The Client warrants to the Photographer that the Client Materials will not infringe the Intellectual Property Rights of any person, property or brand and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
8.3 The Client hereby grants permission to the Photographer to publish as part of its portfolio the Deliverables on its website and social media.
9. Intellectual Property Rights
9.1 The Photographer hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables.
9.2 The Photographer must use best endeavours to:
(a) do or procure the doing of all acts; and
(b) execute or procure the execution of all documents,
that the Client may reasonably request from time to time in order to perfect or confirm the Client’s ownership of the rights assigned by these Terms and Conditions.
10. Charges
10.1 The Photographer’s Charges shall be paid in full upon the booking of the service.
10.2 If the Client does not pay any Charges properly due to the Photographer under these Terms and Conditions, the Photographer may:
(a) cancel the relevant Services to the Client.
(b) withhold the Deliverables until all Charges have been made
11. Photographer’s expenses
11.1 The Client agrees to pay the Photographer’s expenses. Any outstanding expenses must be paid by the Client before receiving the Deliverables. Expenses may include but are not limited to the below:
(a) Entrance fees to any venues, attractions, landmarks, services, restaurants, bars for where the photography is to take place.
(b) Food and drinks bills incurred at, or mentioned in clause 11.1 (a).
(c) Travel costs outside of the agreement including trains, buses, and petrol costs.
12. Photographer’s confidentiality obligations
12.1 The Photographer must:
(a) keep the Client Confidential Information strictly confidential;
(b) not disclose the Client Confidential Information to any person without the Client’s prior written consent, and then only under conditions of confidentiality approved in writing by the Client;
(c) use the same degree of care to protect the confidentiality of the Client Confidential Information as the Photographer uses to protect the Photographer’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Client Confidential Information; and
12.2 Notwithstanding Clause 12.1, the Photographer may disclose the Client Confidential Information to the Photographer’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.
12.3 This Clause 12 imposes no obligations upon the Photographer with respect to Client Confidential Information that:
(a) is known to the Photographer before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Photographer; or
12.4 The restrictions in this Clause 12 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Photographer on any recognised stock exchange.
13. Client cancellation and rescheduling
13.1 In the case of cancellation, the Client will inform the Photographer in writing at least 24 hours prior to the booking commencing.
13.2 If the Client cancels the Contract, on the basis described in this Clause 13.1, the Client will receive a full refund of any amount the Client paid to the Photographer in respect of the Contract.
13.3 The Photographer will refund money using the same method used to make the payment.
13.4 The Photographer will process the refund due to the Client as a result of a cancellation on the basis described in this Clause 13.1 without undue delay and, in any case, within the period of 14 days after the day on which the Photographer is informed of the cancellation.
13.5 If the Client cancels the Contract less than 24 hours prior to the booking commencing then this will incur a 33% cancellation fee taken from the main cost of the booking (not including any addon services).
13.6 If the Client reschedules the booking up to 24 hours before the booking commencing then this will not incur any cancellation fees; however, if the Client rescheduling the booking is made less than 24 hours prior to the booking commencing then this shall be treated as a cancellation and will incur a 33% cancellation fee as per clause 13.5.
14. Photographer cancellation and rescheduling
14.1 In the case of cancellation, the Photographer will inform the Client in writing at least 24 hours prior to the booking commencing; or if due to illness or any other unforeseen circumstances, then this may be up to the time the booking commences.
14.2 If the Photographer cancels the Contract, on the basis described in this Clause 14, the Photographer shall not incur any penalties and shall offer to make a full refund to the Client or reschedule the booking.
14.3 In the case of the Client during the Service being threatening or aggressive to the Photographer or displays other behaviour which is deemed inappropriate, then the Photographer reserves the right to end the Service without refund.
14.4 In the case of the Client during the Service being threatening or aggressive to the public or displays other behaviour which is deemed inappropriate, then the Photographer reserves the right to end the Service without refund.
14.5 The client is obliged to be courteous and respectful to the photographer and agrees not to handle the Photographers equipment.
15. Data protection
15.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.
15.2 The Client warrants to the Photographer that it has the legal right to disclose all Personal Data that it does in fact disclose to the Photographer under or in connection with the Contract.
15.3 The Client shall only supply to the Photographer, and the Photographer shall only process, in each case under or in relation to the Contract, the Personal Data that is required for the Contract; and the Photographer shall only process the Client Personal Data that is required for the Contract.
15.4 The Client hereby authorises the Photographer to make the following transfers of Client Personal Data:
(a) The Photographer may transfer internally to its own employees, offices and facilities in jurisdiction(s), providing that such transfers must be protected by appropriate safeguards, namely;
(b) the Photographer may transfer the Client Personal Data to its third party processors and may permit its third party processors to make such transfers;
(c) the Photographer may transfer the Client Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;
(d) the Photographer may transfer the Client Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and
(e) the Photographer may transfer the Client Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.
16. Warranties
16.1 The Photographer warrants to the Client that:
(a) the Photographer has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
16.2 The Client warrants to the Photographer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
16.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
17. Limitations and exclusions of liability
17.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
17.2 The limitations and exclusions of liability set out in this Clause 21 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 21.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
17.3 The Photographer will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.
17.4 The Photographer will not be liable to the Client in respect of any loss of profits or anticipated savings; or any loss of revenue or income; or any loss of business, contracts or opportunities; or any loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage.
17.5 The liability of the Photographer to the Client under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) £00.01; and
(b) the total amount paid and payable by the Client to the Photographer under the Contract.
17.6 The aggregate liability of the Photographer to the Client under the Contract shall not exceed the greater of:
(a) £00.01; and
(b) the total amount paid and payable by the Client to the Photographer under the Contract.
18. Force Majeure Event
18.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
18.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
18.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
19. Subcontracting
19.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Photographer may subcontract any of its obligations under the Contract, providing that the Photographer must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
19.2 The Photographer shall remain responsible to the Client for the performance of any subcontracted obligations.
20. General
20.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
20.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3 The Photographer may vary the Contract by giving to the Client at least 24 hours written notice of the variation. Subject to this, the Contract may only be varied by a written document signed by or on behalf of each of the parties.
20.4 The Client hereby agrees that the Photographer may assign the Photographer’s contractual rights and obligations under the Contract to any third party, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under the Contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Photographer assign, transfer or otherwise deal with any of the Client’s contractual rights or obligations under the Contract.
20.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
20.6 The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
20.7 The Contract shall be governed by and construed in accordance with English law
20.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
21. Interpretation
21.1 In these Terms and Conditions, 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.
21.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
21.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
22. Free Bookings
22.1 Included photos taken for event organiser are for event organiser use only and must not be sold. If any photos are sold, then 100% of sales must be paid to Photographer.
22.2 Included photos must not form part of a sales or booking package or otherwise to your participants.
22.3 Whilst we make included photos readily available to you via a gallery, we ask that included photos are not used until organiser obligation fulfilled such as sales gallery details communicated to participants parents.
22.4 Photos are delivered within 24-48 hours via private gallery. By booking our service, you agree to communicate (within 24 hours of gallery delivery to yourself) to participants parents of gallery details.
22.5 There must be a minimum of 20 persons at your event to be able to book any of our free bookings.
1. Definitions
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Acceptance Criteria” means compliance with the warranties set out in Clause 5.4;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST;
“Charges” means:
(a) the amounts specified in Section 8 of the Statement of Work and elsewhere in these Terms and Conditions;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the standard time-based charging rates of the Photographer (as notified by the Photographer to the Client before the date of the Contract) by the time spent by the personnel of the Photographer performing the Services (rounded down by the Photographer to the nearest quarter hour);
“Client” means the person or entity identified as such in Section 1 of the Statement of Work;
“Client Confidential Information” means:
(a) any information disclosed by or on behalf of the Client to the Photographer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked as “confidential”; or
(ii) should have been reasonably understood by the Photographer to be confidential;
(b) the terms of the Contract; and
(c) the Deliverables;
“Client Materials” means all works and materials supplied by or on behalf of the Client to the Photographer for incorporation into the Deliverables or for some other use in connection with the Services;
“Client Personal Data” means any Personal Data that is processed by the Photographer on behalf of the Client in relation to the Contract, but excluding personal data with respect to which the Photographer is a data controller;
“Contract” means a particular contract made under these Terms and Conditions between the Photographer and the Client;
“Data Protection Laws” means the EU GDPR and the UK GDPR;
“Deliverables” means those specified in Section 4 of the Statement of Work that the Photographer has agreed to deliver to the Client under these Terms and Conditions, and such other deliverables as the parties may agree in writing from time to time;
“Effective Date” means the date of execution of a Statement of Work incorporating these Terms and Conditions;
“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded 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 failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, 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 these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means, in respect of the Contract, the period specified in Section 2 of the Statement of Work;
“Permission” means a permission that is given by a third party and is required for:
(a) the performance of the Services at a location; and/or
(b) the inclusion or representation of a location, person, object or work in photographic Deliverables;
“Personal Data” means personal data under any of the Data Protection Laws;
“Photographer” means Vic of Up The London and Sports Through The Lens;
“Services” means the photography services specified in Section 3 of the Statement of Work;
“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;
“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables; and
“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.
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