Background

The purpose of this contract is to record the terms agreed for a photographic assignment.

All contracts and transactions between the Photographer and the Client whether made orally or in writing are subject to these terms and conditions which shall be deemed to be incorporated into any contract between the Photographer and all or any of its Clients.

The terms of this agreement are:

1.  Definitions
“Assignment” means a piece of work to be undertaken by the Photographer under the terms of this agreement which is fully described as to terms and scope in the Instruction.
“Confidential Information” means all information about the parties, including:

·         information created or arising from this agreement;

·         information, comment or implication published on any Internet social medium.

“Event” means the Photographic Shoot described in the Instruction.

“Fee” means all money payable by the Client to the Photographer, however described, for work on the Assignment.

“Images” means video or single photographic images recorded by the Photographer in any medium.

“Instruction”
means a written instruction for a specific Shoot.

“Model Right” means any right of a person to the privacy of his personal image or other feature by which he could be identified. It also means a similar right in respect of any building or thing owned by any person.

“Shoot” means the occasion when the Photographer acts on the Instruction.

2.  Entire agreement

2.1.             This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.

2.2.             Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.

2.3.             Nothing in this agreement shall create a partnership, agency or other relationship between the parties, other than the contractual relationship expressly provided for in this agreement.

2.4.             Neither party shall have, nor represent that he has, any authority to make any commitment on another party’s behalf, except as provided in this agreement.

3. Warranties for authority

3.1.             Each of the parties warrants that he has power to enter into this agreement and has obtained all necessary approvals to do so.

3.2.             The Photographer warrants and undertakes that he is not aware of anything within his reasonable control which might or will adversely affect his ability to fulfil his obligations under this agreement.

4.   The contract

4.1.             The Photographer agrees to provide the services to complete the Assignment for the Fees set out in the Instruction.

4.2.             The Photographer is alone responsible for all taxes arising on money received from the Client and indemnifies the Client against any demand or obligation in respect of such tax.

4.3.             The Photographer is not registered for VAT.

4.4.             This is an umbrella agreement which regulates each Instruction separately.

4.5.             A contract to undertake each Assignment is made when the Client makes payment of the deposit specified in the Instruction.

4.6.             The Client agrees to provide accurate, timely and complete information and fully cooperate with the Photographer to enable her to perform her part of this contract.

4.7.             If due to any reason the Photographer fails to perform his part under this agreement then he shall provide an alternative photographer. The replacement shall be the person qualified and experienced to the same level as the Photographer he replaces.

4.8.             If the Photographer does provide a replacement then the replacement will complete the Assignment in terms as set out in this agreement.

4.9.             If the Event is cancelled, delayed or the Client makes a significant change to the venue, date or activities then the Photographer will try to perform his obligations under same terms as set out in this agreement. However if it does happen then the Photographer will not be bound and may refuse to provide his services under changed circumstances.

4.10.          Nothing in this contract shall prevent the Photographer from entering into a similar contract with any other person provided that the date of providing services on any other contract does not overlap with the agreed time and date of the Client.

5.    The Assignment
5.1.             The work under each Assignment shall be set out in an Instruction. The Instruction will describe, among other data:

5.1.1               Event

5.1.2               Date:  [date]

5.1.3               Latest time when Photographer is required to start work: [time]

5.1.4               Media:

5.1.5               Location one: [name];

5.1.6               Latest attendance time required:          [time of day when you are free to leave].

6.  Fee and payment

6.1.             The Client agrees to pay the Fees set out in the Instruction.

6.2.             Payment shall be made by any of: bank transfer, cheque, cash, or any other way agreed between the parties.

7.     Project management procedure

7.1.             After the payment the Photographer will communicate with the Client to make detailed arrangements for the Assignment.

7.2.             If the Client provides a list of specific people or scenes or events of which he requires Images, the Photographer will do his best to include those within the Assignment.

7.3.             Within 14 days after the date of the Event, the Photographer will send digital proof copies of the Images for the Client to choose as per the terms of the Instruction.

7.4.             The Photographer shall deliver the Images as ordered within 14 days of the Client having made the choices.

7.5.             The Photographer shall hold all proof copies of the Images within 24 months of them being delivered to the Client.

8.   The licence of Images to Client

8.1.             The Client acknowledges that the Photographer owns all right, title and interest in and to the Images and that the Client has no right to use any of them outside the express terms of this agreement.

8.2.             Money paid to the Photographer includes a fee for the grant of a licence in the terms of this paragraph. The licence arises only after the Client has paid the Photographer the money due under this agreement.

8.3.             The licence is personal, irrevocable, non-transferable and non-sub-licensable.

8.4.             The licence is restricted so that unless the Photographer gives written authorisation the Client may not copy any Image created by the photographer, nor permit any other person to do so, without her permission in writing. For the avoidance of doubt, Images may not be used for the sale of property by some person other than a party to this contract.

8.5.             So far as any goodwill is generated by the Client’s use of the Images it shall accrue to the benefit of the Photographer.

8.6.             The Photographer reserves the right to make reproductions of Images created during assignments for marketing, promotional, competition and editorial purposes.

9.  Licence of “Model Rights” to Photographer

9.1.             The Client grants all their Model Rights to the Photographer to enable her to carry out the Assignment.

9.2.             The Client agrees that the Photographer may use their personal Model Rights (but not those of any other person present) in the form of Images taken in this Assignment, only:

              9.2.1               to market her business as a photographer;

10.  Photographer’s obligations
10.1.          In working on the Assignment and in provision or delivery of any outcome, the Photographer will comply with:

              10.1.1           the Instruction;

11.               Confidentiality

11.1.          The parties are aware that in the course of the performance of the Assignment they will each have access to and be entrusted with Confidential Information of the other. Accordingly, they undertake in respect of Confidential Information of the other of them, that both during and after completion of the Assignment, they will:

         11.1.1           except as provided in this agreement, not divulge to any person whatever, or otherwise make use of (and will use his best endeavours to prevent the publication or disclosure of) any Confidential Information;

        11.1.2           not use the Confidential Information in any way for herself or any other person, except in a way that is authorised by this agreement or by the proper authority of the other of them;

        11.1.3           not publish Confidential Information on any social medium.

12.  Limitation of liability

12.1.          All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warranty or term cannot be excluded, then this sub paragraph will be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

12.2.          The Photographer shall not be liable to the Client for any loss or expense which is:

12.2.1           indirect or consequential loss; or

12.2.2           economic loss or other loss of turnover, profits, business or goodwill; or

12.2.3           loss of amenity represented by the Client having no visual record of an Event.

12.2.4           loss or damage suffered by the Client as a result of an action brought by a third party.

The above provisions apply even if such loss was reasonably foreseeable or the Photographer had been advised of the possibility of the Client incurring it.

12.3.          Except in the case of death or personal injury, the total liability of the Photographer under this agreement, however it arises, shall not exceed the sum of £10,000. This applies whether an action is based on contract, tort or any other basis in law.

13.  Uncontrollable events

13.1.          Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his reasonable control, including any labour dispute between a party and their employees.

13.2.          If any uncontrollable event delays or prevents the performance of the obligations of either party for a continuous period of more than two months, the other party may give notice to terminate this agreement. The notice must specifying a date at least 7 days ahead, when the termination will take effect.

13.3.          A termination notice is irrevocable unless both parties agree to re-instate this agreement.

13.4.          If the agreement is terminated, all money due from one party to the other becomes due immediately.

13.5.          The party claiming to be affected by an uncontrollable event will take all reasonable steps to fulfil his obligations under this agreement despite the uncontrollable event.

14.   Miscellaneous matters
14.1.          No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.

14.2.          The Photographer takes Client’s privacy seriously and will only use his personal data in accordance with the Data Protection Act 2018 as fully described in Schedule [2] to this agreement.

14.3.          If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

14.4.          Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

14.5.          No failure or delay by any party to exercise any right, power or remedy will operate as a waiver nor indicate any intention to reduce that or any other right in the future.

14.6.          The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.

14.7.          In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

14.8.          This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise, except that any provision in this agreement which excludes or restricts the liability of the directors, officers, employees, subcontractors, agents and affiliated companies of a party, may be enforced under that act.

14.9.          Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 48 hours if no notice of non-receipt has been received by the sender.
14.10.      The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and the parties agree that any dispute arising from it shall be litigated only in that country.

Cancellation Rights

This is to explain your rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Under the Regulations, you have the right to cancel this contract within 14 days of making it, without giving any reason.

To exercise the right to cancel, you must inform us that you want to cancel in a clear statement. You may use the attached model cancellation form or email us at [email protected]

For all purposes at law, the contract between us is not made until you have agreed these terms, in hard copy, and we have agreed to provide the services you want.

The law applies whether or not you have already paid us.

If you want to cancel later, after we have started the agreed work, you can do so at any time. As before, all you have to do is write to us, as above, making your intention quite clear.

If you cancel, you will save money only insofar as work has not been done. You must still pay us for materials and work done, even if you have had no benefit from it at the time when you cancel.

Model cancellation form

To Christine Brown T/A Adventure in Imagination, 37 Hartbury Close, Cheltenham, GL51 0NZ ([email protected])

I/We hereby give notice that I/we cancel my/our contract for the supply of the following service Mini Shoot

Ordered on [date] / received on [date],

Name: [enter name or names in which the order was made],

Address: [enter your address],

Signature: (only if this form is notified on paper),

Date: [date]

The following information constitutes our privacy notice.

In this Schedule, “we”, “our”, or “us” refer to Christine Brown T/A Adventure in Imagination and “you”, “your” refer to the Client.

You can contact us by e-mail about privacy at [email protected]

Introduction

1. This is a notice to inform you of our policy about all information that we record about you. It sets out the conditions under which we may process any information that we collect from you, or that you provide to us.
2. We take seriously the protection of your privacy and confidentiality. We understand that you are entitled to know that your personal data will not be used for any purpose unintended by you, and will not accidentally fall into the hands of a third party.
3. We undertake to preserve the confidentiality of all information you provide to us, and hope that you reciprocate.
4. Except as set out below, we do not use, share or disclose to a third party, any information collected under this contract or otherwise.

1.                   Definitions

In this Schedule, the following words shall have the following meanings:

“data controller”, “data processor”, “data subjects”, “personal data”, “process”, “processed” and “processing” shall have the meanings respectively, as defined in the Act. Note that “process” and “processing” are defined to include simple events like receiving data into our system, or storing it. Processing is not limited to “doing something with it”.

In this agreement, “personal data”, is limited to data which comes into our hands in some way connected to this agreement.

2.                   Data Protection

• The obligations described in this Schedule are in addition to our obligations under the Data Protection Legislation.
• Under the Act, we are obliged to inform you what personal data we hold about you, or may hold at some future date. We must tell you how we propose to use that data and give you other information.

3.                   What data we may process in each category

We shall process this basic personal data:

• your name, age, personal address, private email address.
• telephone number
• photographic images or videos
• all information you gave to us .
• financial information processed through the banking system.
• information supplied to us by a third party, for example, a vendor or other reference.
• information relevant to the performance of your contract.
• technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject.

4.                   The bases on which we process information about you

The Data Protection Legislation requires us to determine under which of six defined grounds we process different categories of your personal information, and to notify you of the basis for each category. We mention three categories below. The others are not relevant to your contract.

If a basis on which we process your personal information is no longer relevant then we shall immediately stop processing your data.

If the basis changes then if required by law we shall notify you of the change and of any new basis under which we have determined that we can continue to process your information.

Information we process because we have a contractual obligation with you

When a contract is formed between you and us, in order to carry out our obligations under that contract we must process personal information.

We use your information in order to provide you with our services under that contract.

We process this information on the basis there is a contract between us, or that you have requested we use the information before we enter into a legal contract.

We shall continue to process this information until the contract between us ends or is terminated by either party under the terms of the contract.

Information we process with your consent

Only when you have given us explicit permission to do so, do we process your personal information under the basis of consent.

We continue to process your information on this basis until you withdraw your consent or it can be reasonably assumed that your consent no longer exists.

You may withdraw your consent at any time by telling us. However, if you do so, you may not be able to use our services further.

Information we process because we have a legal obligation

Sometimes, we must process your information in order to comply with a statutory obligation.

For example, we may be required to give information to legal authorities if they so request or if they have the proper authorisation such as a search warrant or court order.

This may include your personal information.

5.                   Specific uses of information you provide to us

Communicating with you

When you contact us, whether by telephone or by e-mail, we collect the data you have given to us in order to reply with the information you need.

We record your request and our reply in order to increase the efficiency of our business.

We keep personally identifiable information associated with your message, such as your name and email address so as to be able to track our communications with you at a later time.

Dealing with complaints

When we receive a complaint, we record all the information you have given to us.

We use that information to resolve your complaint.

If your complaint reasonably requires us to contact some other person, we may decide to give to that other person some of the information contained in your complaint. We do this as infrequently as possible, but it is a matter for our sole discretion as to whether we do give information, and if we do, what that information is.

If we think your complaint is vexatious or without any basis, we shall not correspond with you about it.

We may compile statistics from information relating to complaints to assess the level of service we provide, but not in a way that could identify you or any other person.

6.                   Management of your information

Access to your personal information

At any time you may review or update personally identifiable information that we hold about you.

To obtain a copy of the information we hold about you, please contact us at [email protected]

After receiving the request, we will tell you when we expect to provide you with the information, and whether we require any fee for providing it to you.

Removal of information

If you wish us to remove personally identifiable information from our record, you should contact us at [email protected]

If you do so we have no alternative than to treat your request as notice to terminate this contract. If that happens, termination will accord with the provisions in this contract.

All provisions in this contract relating to termination, express and implied, will follow.

Verification of your identity

When we receive any request to access, edit or delete personal identifiable information we shall first take reasonable steps to verify your identity before granting you access or otherwise taking any action. This is important to safeguard your information.

7.                   Post termination

• Physical goods of yours, which we necessarily hold as part of our contractual relationship are not personal data and are not affected by the Act.
• Upon termination of our agreement with you, we and any contractual data processor will:
  • delete all your personal data from our electronic records by some method which prevents future re-activation of that data.
• We shall not destroy or delete all your data and retain such personal data for six years, for these reasons:
  • for accounting and taxation purposes;
  • to provide evidence if required in connection with a legal claim;
  • for any other reason where the law provides a six years limitation period;
• If any event occurs which requires us lawfully to continue to retain data beyond that period, then we may do so.

8.                   Who handles your data

Your data is handled exclusively by our IT systems. If you wish to correspond with us on any issue relating to your data, please contact Christine Brown at [email protected]

If you are not happy with the way we have handled your data, you may wish to contact the Information Commissioner’s Office.