STANDARD TERMS & CONDITIONS OF BUSINESS


Weddings By Joe is a trading name of Joseph Ford Ltd. Registered Company in England & Wales No. 7926732. Registered office: 55 Clyde Rd, Brighton, BN1 4NN


1. APPLICATION OF TERMS


1.1    These terms and conditions will:


1.1.1      apply to all Assignments undertaken by the Photographer for the Client and to all Usage Licences or extended and/or additional Usage Licences relating to such Assignments; and


1.1.2      prevail over any inconsistent terms or conditions contained, or referred to, in Client’s purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by Client, or implied by law, trade custom, practice or course of dealing.



2. DEFINITIONS


“Photographer” means the commissioned Photographer whose details are set out in the Estimate and invoice(s) for an Assignment.


“Assignment” means a commission by the Client of the Photographer for provision of Photographer’s services at a shoot for the purpose of creating the Material.


“Client” is the party commissioning the Photographer and includes the Client’s affiliates, assignees, and successors in title.


“Estimate” means any email or other document electronic or otherwise created by the Photographer and setting out the Fee and expenses for any Assignment along with information as to Usage Licences.


“Fee” means the Photographer’s fees as set out in the Estimate.


“Licensed Images” means the still and/or moving images selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms.


“Material” means all photographic material created by the Photographer pursuant to an Assignment and includes but is not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images.


“Shoot Duration” means the number of confirmed days of a shoot whether undertaken consecutively or in separate parts and includes all shoot, travel, recce, preparation or test days.


“Usage Licence” means the licence to use the Licensed Images as set out in clause 3.3 and clause 9 below.



3. ESTIMATES


3.1    Estimates provided by the Photographer are based upon the information provided by

the Client in advance of preparing the Estimate.


3.2 Changes to the requirements for an Assignment before or during a shoot may increase the Fee and expenses.


3.3    Unless otherwise agreed in writing the Client’s agreement of shoot date(s) shall be deemed to be acceptance of the Estimate.



4. CONDUCT OF THE SHOOT


4.1    The shoot will be arranged on date(s) mutually agreed between the Parties.


4.2    During the shoot the Photographer will take account of the Client’s reasonable instructions in respect of the shoot brief.



5. OVERTIME AND ANTISOCIAL HOURS


5.1    A normal day is up to 8 hours (including 1 hour for lunch).


5.2    Any hours worked outside a normal day will incur additional overtime fees for the Photographer unless otherwise agreed in writing before the wedding.



6. CANCELLATION OF SHOOT


6.1    If a confirmed shoot is cancelled or postponed for reasons outside the control of the Photographer (including unsuitable weather / light), the Photographer reserves the right to charge a cancellation fee at the following rates together with all incurred expenses:


Payment of the Deposit secures the time and services of the Photographer for the wedding or event and is non-refundable or transferable in the event of cancellation, it being understood that the Deposit represents the agreed loss incurred by the Photographer due to the cancellation. All cancellations must be notified in writing.


Payment of the Fee secures the time and services of the Photographer for the wedding or event and is non-refundable or transferable in the event of cancellation. In the event of cancellation by the Client after the Fee is paid in full, it is recognised that the Client will not be due a refund, it being understood that the Fee represents the agreed loss incurred by the Photographer due to the cancellation. In the event that the Photographer is able to secure another booking for the same date set out in the Specific Terms and Conditions, then, a refund may be issued at the Photographers discretion minus the Deposit.

In the event of a cancellation, the Client will be liable to pay 100% of the Contract value. The sum is payable as compensation of the loss the Photographer would suffer having potentially turned other work away.


Should the Photographer need to cancel the contract due to unforeseen circumstances such as, but not limited to; illness, bereavement, death, liability is limited to a full refund of monies paid to date.


In the unlikely event of a total photographic failure or cancellation of this contract by either party, whether caused by negligence or in any other circumstances, the liability of one party to the other shall be limited to the total value of the contract. Neither party shall be liable for indirect or consequential loss. Joseph Stuart and Joseph Ford Limited will never be liable for more than the total value of the contract.



7. ACCEPTANCE & DELIVERY


7.1    Following completion of the shoot the Photographer will deliver the Material to the Client as soon as reasonably practicable and in the agreed format to enable the Client to select the Licensed Images.


7.2    Subject to any previously agreed deadlines for post-production work the Photographer will carry out any such work required as soon as reasonably practicable but cannot guarantee urgent turnaround.


7.3    Unless expressly agreed in writing between the Parties the Client shall not be entitled to reject the Material on the basis of style or composition.


7.4   The Photographer shall be granted artistic licence in relation to the poses photographed and the locations used. The photographic judgement regarding the locations, poses and number of images taken shall be deemed correct. The Client acknowledges and accepts that due to the vagaries of the weather and the willingness of subjects, it may not be possible for the Photographer to capture all of the images requested. The Photographer reserves the right to withhold any particular photograph for any reason, but without prejudice to the Photographer’s general obligations to attend, provide photography services and deliver photographs pursuant to the Specific Terms and Conditions.



8. STORAGE OF MATERIAL


8.1    The Photographer will be responsible for archiving Material until final files are delivered to the Client. Once files have been delivered the Client shall ensure that it takes appropriate steps to keep safe an exact digital copy of all Material supplied and agrees that it is its sole responsibility to archive Material.

The Photographer will not be responsible for archiving any Material unless by prior written agreement with the Client.


8.2    Notwithstanding the above, the Photographer will archive a copy of all Material for a period of three years after the shoot and will supply on request an additional copy to the client during this three year period, free of charge.



9. COPYRIGHT & USAGE LICENCES


9.1    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.


9.2    Upon payment in full of both the Fee and expenses for an Assignment the Photographer grants to the Client a non-exclusive, non-transferable, perpetual, personal-use license to download, share, copy and reproduce Photographs for any non-commercial use, including but not limited to, reprints, enlargements, albums, gifts to family and friends, slide shows, and web pages. No use may be made before payment in full without the Photographer’s express agreement in writing.


9.4    Photographs may not be published by the Client for commercial use and may not be sub-licensed to other parties.



10. EXCLUSIVITY


10.1    All Usage Licences granted by the Photographer to the Client shall be exclusive to the Client unless otherwise agreed in writing.


10.2    Nothing in this clause 10 shall prevent the Photographer at any time from using the Material in any form and in any manner worldwide for the purpose of promoting his services, however if the client requests that the Material be kept private, the Photographer will not share the Material.



11. THIRD PARTY RIGHTS


11.1     The Photographer shall not be responsible for obtaining any clearances in respect of third-party copyright works, trademarks, designs or other intellectual property used in relation to the shoot.



12. PAYMENTS


12.1 The Deposit will be fully paid by the Client on booking. The balance of the Fee (less the amount of the Deposit) will be fully paid by the Client no later than 30 days before the date of the event. If the Fee has not been paid no later than 30 days before the date of the event, this will be deemed to be a Cancellation. The Client will not be due a refund of any monies paid and will be liable to pay the balance of the fee. The Photographer reserves right to charge simple interest at 8% p.a pro rata from the date that payment is due until the date that payment is made.



13. EXPENSES


13.1 Where additional expenses or time is incurred by the Photographer as a result of alterations to the Services by the Client or otherwise at their request, the Client shall give approval to and be liable to pay such additional expenses or fees as are agreed in writing between the Client and the Photographer.


13.2 All expenses and production costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on presentation.


13.3  All payments are due in pounds sterling unless expressly stated otherwise.



14. EXTENT OF LIABILITY


14.1     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 shoot.


14.2     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. In the unlikely event that digital files have been lost, stolen, or destroyed for reasons beyond the Photographer’s control, including but not limited to camera, hard drive, or equipment malfunction, the Photographer’s liability is limited to the return of all payments received for the event. The limit of liability for a partial loss of originals shall be a prorated amount of the exposures lost based on the percentage of total number of originals.


14.3     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.


14.4     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.



15. CONFIDENTIALITY


15.1     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.


15.2     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.


15.3     The Photographer will not be liable for any breach of confidentiality by any third party.



16. FORCE MAJEURE


16.1     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 beyond such party’s reasonable control.



17. ARTIFICIAL INTELLIGENCE


17.1   No rights other than those expressly specified in the Licence to Use are granted.


17.2   For the avoidance of doubt, the Photographer reserves the rights, and the Client has no rights to, reproduce and/or otherwise use the Material in any manner for purposes of training machine learning or other commonly known as artificial intelligence technologies to generate imagery or other output types, including without limitation, technologies that are capable of generating works in the same style or genre as the Material, unless the Client obtains the Photographer's specific and express written permission to do so.


17.3   Nor does the Client  have the right to sub-licence others to reproduce and/or otherwise use the Material in any manner for purposes of training artificial intelligence technologies to generate imagery or other output types without the Photographer's specific and express written permission.



18. COOLING OFF PERIOD


The Client is entitled to a cooling off period of 14 days, this period begins once the Deposit has been paid. During this time the Contract can be cancelled without penalty and for any reason.



19. DESTINATION WEDDINGS AND TRAVEL


The Photographer will not be held responsible for missing part or all of the wedding in the event of traffic incident, traffic jam, a flight/train delay or flight/train cancellation. The Photographer will always endeavour to travel out to the destination country in good time before the wedding in order to minimise the risk. Flights, accommodation and car hire are not included in the standard price of the Service Fee and will be added on to the invoice where applicable.



20. REQUESTED PHOTOGRAPHS, GROUP PHOTOGRAPHS LIST


The Photographer will use reasonable endeavours to honour requests for specific photographs subject to the weather conditions, time permitting, the availability and willingness of subjects. However, the Photographer cannot guarantee any specific picture nor incorporate any specific background, location or arrangement. The Photographer cannot be held responsible for any lack of coverage caused by the Client or other members of the wedding party or by the church, synagogue, registry office or other licensed place imposing any restrictions on the Photographer. In order to maintain a creative documentary style, the Photographer cannot guarantee a photo of every guest or detail.



21. HARASSMENT


Ensuring the appropriate behaviour of all guests and other persons at the wedding and other events covered by the Photographer shall be the responsibility of Client. In the event the Photographer or any of their employees experience any inappropriate, threatening, hostile or offensive behaviour from any guest or other person at the wedding or other event (including, but not limited to, unwelcome sexual advances and verbal or physical conduct of a sexual nature) then the following process shall be followed: first offence: a verbal warning will be issued to a family member of the Client; second offence: the offending person will be required to leave the wedding or event; third offence: the Photographer will end wedding coverage immediately and leave the event, the Photographer shall be entitled to retain all monies paid hereunder and Client agrees to relieve and hold the Photographer harmless as a result of incomplete wedding or event photography coverage.



22. DANGER TO THE PHOTOGRAPHER OR PHOTOGRAPHER’S EQUIPMENT


It is the responsibility of the Client to provide a safe working environment for the Photographer. If the health, safety, well-being or life of the Photographer or the Photographer’s equipment is in jeopardy, both perceived or real, the Photographer may remove himself and all photography equipment from the premises or event. So far as it is safe, the photographer will give notice to the Client of the danger presented to the Photographer or the Photographer’s equipment before leaving the premises. In such a situation, the Photographer will not be held liable for any missed coverage of the events of the day. The Photographer will not be held liable for a reduction in the final number of provided images for any situation the Photographer leaves due to possible jeopardy to the Photographer and/or all photography equipment. The Photographer shall be entitled to retain all monies paid hereunder and Client agrees to relieve and hold Photographer harmless and without liability as a result of incomplete wedding or event photography coverage.



23. HOUSE RULES, OFFICIANT RULES, LOCATION FEES


The photographer is limited by the guidelines of the ceremony officiant or the reception site management. The Client agrees to accept the technical results of their imposition on the photographer. Acquiring the necessary permissions and paying the relevant fees if applicable to photograph in a specific location and negotiating with the officials for moderation of guidelines is the Client’s responsibility.



24. GENERAL


24.1     Waiver: No delay or omission by a party in exercising any right or remedy under these Terms shall operate to impair such right or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right or remedy shall not preclude any further exercise or the exercise of any other right or remedy.


24.2     Assignment/Sub-contracting: Neither party shall be entitled to assign, transfer,


delegate or sub-contract the whole or any part of its rights and obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).


24.3     Notices: Any notice under these Terms shall be duly given if: (a) delivered personally; or (b) sent by pre-paid post, in which case it shall be deemed to have been received 48 hours after posting; or (c) sent by email, in which case it shall be deemed to have been received when transmitted, or, if this falls outside business hours in the place of receipt, when business hours resume.


24.4     Entire Agreement and Variation: These Terms and the Estimate constitute the entire agreement between the parties with respect to their subject matter.


24.5     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.


24.6     Relationship: Nothing in these Terms shall be construed so as to give rise to any agency, joint venture, partnership or relationship of employer and employee between the parties.


24.7     Third Party Rights: The provisions of these Terms are for the benefit of the parties and are not intended to confer upon any person except the parties any rights or remedies hereunder. No person who is not a party to these Terms shall have any right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.


24.8     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 & Wales.