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Terms & Conditions of Business

Please read these Terms of Business carefully as they set out ours and your legal rights and obligations in relation to our services. These conditions apply to non-commercial clients, as commercial clients will be bound under separate terms & conditions.

AGREED TERMS


1. INTERPRETATION
1.1 In these Conditions, unless the context otherwise requires, the following words have the following meanings:

“Charges” means the charges specified in the Order payable by the Client to the Photographer.
“Conditions” means these terms and conditions as amended from time to time in accordance with clause ( )
“Contract” means the contract between the Photographer and the Customer for the supply of Services and the delivery of Photographs incorporating these Terms of Business and a Statement of Work.
“Client” client or “you” means the commissioning party, its representatives for the person named as client.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, 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 the "intellectual property rights" referred to above includes copyright and related rights, moral rights, database rights, business names, trade names, trademarks, service marks, passing off rights and rights in designs)

“Order” the Client's order for the supply of Goods and/or Services, as set out on the order form.
“Photographer” photographer or "We" means Gary Smith trading as ‘Gary Smith Photography’ which has its principal place of business at 40 Balmoral Road, Abbots Langley, Hertfordshire, WD5 0ST
“Photographs” means the photographic images detailed in the Order which may include prints, negatives, transparencies and/or digital images
“Services” means the photographic services supplied by the Photographer to the Customer under the Contract details of which are set out in the Order or to be agreed between the parties to the Contract acting reasonably from time to time.
“Statement of Work” means the statement of work document issued by the Photographer to the Customer and signed by or on behalf of each party detailing the scope of the Services and other matters relating to the Contract.

2. BASIS OF SALE
(a) We consider these Terms, the Order and our price list to set out the whole agreement between you and us for the supply of the Services. These Terms only apply to our contracts with consumers.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.
(c) Please ensure that you read and understand these Terms before you sign and submit the Order, because you will be bound by the Terms once a contract comes into existence between us, in accordance with clause 2.7.
2.2 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published solely to provide you with an approximate idea of the Services they describe. They do not form part of the contract between you and us or any other contract between you and us for the supply of the Services.
2.3 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.4 The Order is an offer by you to enter into a binding contract with us, which we are free to accept or decline at our absolute discretion.
2.5 A non-refundable booking fee is required to secure a booking of the Photographer for the coverage on the specified date. Any monies taken for the purchase of products is to be taken at the viewing of the images.
2.6 Upon acceptance of these terms, the Photographer reserves the time and date for the Client and will not make any other reservations for that time. For this reason, the booking fee is non-refundable, even if the Client cancels the order for photography, or changes the date of the event without giving 2 weeks notice.
2.7 These Terms shall become binding on you and us when:
(a) we issue you with written acceptance of an Order; or
(b) we notify you that we are able to provide the Services,
whichever is the earlier, at which point a contract shall come into existence between us.
2.8 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with clause 2.7 A quotation from us shall be valid for a period of [7] calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
2.9 We shall assign an order number to the Order and inform you of it [in the Order Confirmation]. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.10 You may within 7 calendar days of placing an Order amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation.
2.11 We have the right to revise and amend these Terms from time to time [to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities [and OTHER]]. You will be subject to the policies and terms in force at the time that you order the Services from us, unless any change to those policies or these Terms is required by law or government or regulatory authority in which case it will apply to orders you have previously placed that we have not yet fulfilled. [If the services are ongoing, we will give you prior notice of any changes to these Terms and you can choose to cancel the Order without penalty before the new Terms affect you.]


3. QUALITY OF SERVICES
3.1 Unless we are prevented from doing so by a Force Majeure Event, we will provide Services which:
(a) conform in all material respects with their description;
(b) are carried out with reasonable care and skill;
(c) are fit for any purpose we say the Services are fit for, or for any purpose for which you use the Services and about which you have informed us, or we could reasonably expect you to use the Services;
(d) are free from material defects in design, material and workmanship; and
(e) comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.
3.2 This warranty is in addition to your legal rights in relation to Services which are not carried out with reasonable skill and care or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
3.3 In the event of rain, snow or any other weather disturbances, the Photographer will make the necessary changes to the photographic session and will not be responsible for any disappointment caused by the weather.
3.4 These Terms apply to any replacement Services we supply to you in the unlikely event that the original Services do not conform with these Terms.
3.5 You must provide us, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services in accordance with these Terms.
3.6 If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the Order by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required.
3.7 We only supply the Services for domestic and private use, and you agree not to use the Services for any commercial purpose.


4. PROVISION OF SERVICES
4.1 We will supply the Services to you from [DATE] OR [the date set out in the Order].
4.2 We will make every effort to complete the Services on time but there may be delays due to circumstances beyond our control. In this case we will complete the Services as soon as reasonably possible.
4.3 We may have to suspend the Services if we have to deal with technical problems, or to make improvements to the Service. We will let you know in advance where this occurs, unless the problem is urgent or an emergency.
4.4 A request for rescheduling made by the Client may be agreed to at the discretion of the Photographer. In case of illness it is the responsibility of the Client to contact the Photographer at the earliest opportunity in order to reschedule.
4.5 The Photographer reserves the right to reschedule the photoshoot when necessary due to inclement weather, illness or emergency.
4.6 If the Client makes a second request to reschedule or if the photoshoot does not take place within 60 days of the original date the balance of the total order price becomes forfeited and any changes to the price list will become applicable to any date booked thereafter.
4.7 If the Client is more than one hour late beyond the time booked on the date scheduled for the photo shoot, or where the Client fails to attend the photoshoot on the appointed date the balance of the total price shall be forfeited and becomes non--refundable. Any subsequent booking of the photoshoot must be paid for in advance at the prices then in force according to the current price list.
4.8 Re-shoots are granted solely at the discretion of the Photographer. The Client must notify the Photographer within 48 hours of viewing the proofs in order for the Photographer to consider a reshoot. A reshoot requires that the Photographer must delete all the proofs from the first session and shoot an entirely new session in order to produce a new proof-set.


5. DEFECTIVE SERVICES
5.1 In the unlikely event that the Services do not conform with these Terms, please let us know as soon as possible after we have carried them out. We will:
(a) provide you with a full or partial refund [,depending on what is reasonable]; or
(b) re-perform the Services.
5.2 These Terms will apply to any replacement Services we supply to you.


6. INTELLECTUAL PROPERTY RIGHTS
6.1 The copyright, design right and all other intellectual property rights in any materials and other documents or items that we prepare or produce for you in connection with the Services will belong to us absolutely.
6.2 Gary Smith Photography shall own the copyright for all images created and shall have exclusive right to make reproductions. Gary Smith photography shall only make reproductions for the Client or for the Photographer’s portfolio (including Internet website), studio samples, self promotions, entry in photographic contests or exhibitions, instructional purposes, editorial use, as samples of work to be shown to prospective clients or as samples of work to be displayed for marketing. We will not make reproductions for other use without first obtaining written permission from the Client.
6.3 You may not use the materials, documents or other items detailed in clause 6.1 for any commercial purpose, unless already agreed with the Photographer.


7. PRICE AND PAYMENT
7.1 The price of the Services will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, in our price list in force at the time we confirm your Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
7.2 We may invoice you for the Services on [DATE] OR [at any time after we have provided the Services to you] OR [monthly in advance]. The invoice will quote the Order Number. You must pay the invoice in cleared monies within 30 calendar days of the date of the invoice by [PAYMENT METHOD].
7.3 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend our performance of the Services or any other outstanding Order until you have paid the outstanding amounts.
7.4 [clause 7.3 and] clause 7.4 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.


8. LIMITATION OF LIABILITY
8.1 Subject to clause 8.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with these Terms.
8.2 Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings; or
(d) loss of data.
However, this clause 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
8.3 This clause does not include or limit in any way our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

9. EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(d) impossibility of the use of public or private telecommunications networks.
9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
9.4 In the unlikely event of total photographic failure, injury or sickness beyond Gary Smith Photography's control, Gary Smith Photography’s liability shall be limited to a full refund of any deposits and fees paid. This limitation of liability shall also apply in the event that photographic materials are damaged in processing, lost through camera or computer malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of the photographer.


10. TERMINATION
10.1 Either of us may terminate the arrangement between us at any time by providing the other party with [30] calendar days' prior notice in writing.
10.2 Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe us under these Terms


11. ASSIGNMENT
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.


12. NOTICES
All notices sent by you to us must be sent to Gary Smith at 40 Balmoral Road, Abbots Langley, Herfordshire WD5 0ST we may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.


13. DATA PROTECTION
13.1 Gary Smith Photography will store your name and details on a private internal database. Your details will not be passed on to other companies. Should you wish to have your details removed please advise in writing.
13.2 We will only use the personal information you provide to us to provide the Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information. [We will not pass your data to third parties.]


14. GENERAL
14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
14.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
14.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
14.4 These Terms shall be governed by English law and you and we both agree to the non-exclusive jurisdiction of the English courts.Terms and Conditions