Photography Contract

Jo Blackwell Photography – Terms & Conditions

These Terms and Conditions are the standard terms that apply to all Services provided by Jo Blackwell Photography, a trading name of The Midlife Movement Ltd, a company registered in England and Wales under number 12076781, whose registered office address is at Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG (referred to as “we/us/our”).

  1. Definitions and Interpretation
      1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions

“Client/you/your” means the business purchasing our Services.  Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be our Client in the context of the Contract.  We do not offer our Services to Consumers (as defined in the Consumer Rights Act 2015);

“Proposal” means our proposal to carry out the Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works; and

“Services” means the photography and associated services we provide.

      1. Unless the context otherwise requires, each reference in these Terms and Conditions to:
          1. “writing/written” includes emails and similar communications;
          2. a statute or a provision of a statute refers to that statute or provision as amended or re-enacted at the relevant time;
          3. “these Terms and Conditions” refers to these Terms and Conditions as amended or supplemented at the relevant time;
          4. a clause refers to a clause of these Terms and Conditions; and
          5. a "party" or the "parties" refer to the parties to these Terms and Conditions; and
          6. the respective parties includes their employees & sub-contractors.
      2. The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
      3. Words imparting the singular number include the plural and vice versa.  References to persons include corporations.

 

  1. The Contract
      1. We will send you a written Proposal by way of a Services and Pricing document, email or otherwise, detailing the Services to be provided and our fees.  A legally binding Contract between you and us will be formed when you accept our Proposal, either by sending us written acceptance or by sending us a purchase order.  The Contract will incorporate, and be subject to, these Terms and Conditions.
      2. No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
      3. You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal and the agreed Services to be provided reflect your requirements.  Our Proposal is based on the information provided to us at the time we prepare it.  If any errors or discrepancies become evident, we reserve the right to adjust it.

 

  1. Personal Branding Services
      1. We will arrange a pre-shoot consultation, during which we will agree on a maximum of 3 stories per session, the shoot locations and any other requirements.
      2. Each session will last for up to 4 hours and will take place in a maximum of 3 pre-agreed locations. 
      3. If we are arranging access to any venue, and that venue charges a fee, we will notify you of this, as such costs will be passed on to you.
      4. One-off, single shoots are payable in full upon acceptance of our Proposal.  We will not schedule any dates until we have received this payment in full. 
      5. For quarterly or bi-annual shoots, we may offer for you to pay by way of monthly instalments, at our discretion.  In this event, the initial 3 months must be paid at the time of accepting our Proposal and then the remaining 9 instalments will commence and be payable, starting from the second month of the Contract.  These Services are subject to a minimum 12-month commitment and you cannot cancel the Contract within this timeframe. 
      6. We will send you a “Tip sheet” setting out our recommendations to get the most from the shoot(s).  We cannot be held responsible if you fail to follow our recommendations. 
      7. Any sessions that have not been booked through no fault of ours during the term of the Contract will be lost and no refunds will be offered.
      8. We will provide you with a minimum of 60 finished images from each session.  Please refer to clause 7 for further information.

 

  1. Corporate Services
      1. Our Proposal will specify if we have included for a fixed fee for an agreed number of hours or a fixed individual fee (e.g. per headshot).
      2. All corporate Services are payable in full, upon acceptance of our Proposal.  We will not schedule any dates until we have received this payment in full. 

 

  1. Headshots
      1. Our Proposal will set out our fixed fee for the Services. 
      2. Single headshots in our studio are for a maximum of 30 minutes and include for only one change of clothes. You will have a choice of approximately 8 images from which you can choose one final photograph. 
      3. All headshot Services are payable in full, upon acceptance of our Proposal.  We will not schedule any dates until we have received this payment in full. 

 

  1. Our Services – General
      1. Our Services will be carried out during our normal working hours (Monday – Friday, 9am – 5pm excluding bank holidays), unless we have agreed otherwise.  Services required outside of these times may incur additional costs. 
      2. Please provide us with as much information as possible in advance, including any specific photographs or compositions that you may require.  However, any such photographs and compositions discussed are a guide only and are dependent on the circumstances, such as timing, weather, venue issues, willingness of participants and delays.
      3. We will provide our Services with reasonable skill and care, consistent with best practices and standards in the industry.
      4. We will use our own exclusive judgement when selecting equipment and deciding upon artistic factors such as composition, lighting and photographic style.  We cannot be held responsible in the unlikely event you are dissatisfied due to a matter of personal taste.
      5. We will use all endeavours to provide you with the best possible photographs, however please bear in mind that events beyond our control, such as impractical layout at the location and poor lighting could significantly affect the quality of the photographs.
      6. You agree that we will be the sole professional photographer for the photo shoot.
      7. We will use all reasonable endeavours to provide our Services in a timely manner, but time will not be of the essence in the performance of our Services.

 

  1. The Photographs
      1. If you require any advanced editing of the photographs, this may be chargeable. 
      2. Once we have processed and prepared the photographs, they will be uploaded to a gallery and we will send you a link to view them.  You will be able to share your chosen photographs on social media, and with other contractors such as printers and graphic designers, and we will then send them to you in JPG format via WeTransfer or another file-sharing platform. 
      3. You confirm your acceptance and satisfaction with your chosen photographs on viewing the same.  Any additional editing required after this time will be chargeable.  The photographs will be provided exactly as viewed and any concerns must be addressed to us at this time. 
      4. You are responsible for downloading and keeping back-ups of the photographs.  We will retain copies of them for a restricted time period only and if additional copies are required, this will be chargeable, but we may be unable to provide copies if they have been deleted. 
      5. Use of any photographs will be subject to the licence restrictions set out in clause 10 below. 

 

  1. Price and Payment
      1. All invoices are payable in full, in pounds sterling, within 7 days from the date of invoice, without set-off, withholding or deduction.
      2. Certain payments may be taken automatically through a payment gateway provider, such as Stripe or PayPal.  No credit or debit card information is provided to us and completion of the transaction will be subject to you agreeing to the payment gateway provider’s terms and conditions. A separate contractual relationship will be created between you and this third party and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by them.
      3. All payments made are non-refundable, subject to clause 11. 
      4. All sums quoted are exclusive of VAT, where applicable.
      5. We will charge for mileage where we are required to travel more than 30 miles from our address, together with travel time and all other reasonable travel expenses (including reasonable hotel or other overnight costs) we incur in performing the Services. 
      6. The time for payment is of the essence of the Contract.  If you fail to make any payment to us by the due date then, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Such interest will accrue after as well as before any judgment.  We will also charge for any costs we incur in attempting to recover any outstanding debt.

 

  1. Variations and Amendments
      1. If you wish to vary the Services to be provided, please notify us in writing as soon as possible.  We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
      2. If we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately.  We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
      3. Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with our terms for payment.

 

  1. Copyright and Licence
      1. Copyright in all photographs we take is and will remain our property.  Unless we agree otherwise in writing, nothing in the Contract will vest any ownership rights to the copyright in you.
      2. Provided payment under the Contract is made in full, we will grant you a non-exclusive licence to use the photographs provided for business use on the internet and in print, subject to the following terms:
          1. The licence will become effective only once we have delivered the selected photographs to you;
          2. The licence will apply only to the selected photographs and will not extend to any other images or material you may have viewed;
          3. You may not use the images to enter into competitions, sub-licence the licence granted or permit any third party to use any image for commercial gain, without first obtaining our express written permission and subject to agreement of the additional costs associated with this;
          4. Any licence granted will be automatically revoked if you breach any of these Terms and Conditions.
      3. We reserve the right to use the images, and any behind the scenes or other photographs taken, together with any part of them, in our portfolio and showreel, for advertising and promotional purposes or for any other lawful purposes we may require.  It is your responsibility to obtain the express permission of all individuals taking part in the photo shoot for their photographs to be taken and shared in this way.  If you or any participant does not wish for any image to be used in this way, please notify us in writing, in advance. 
      4. By entering into the Contract, you waive any right to royalties or other compensation arising from or related to the use of the photographs.
      5. You warrant that any logo, image, document or instruction you supply or give to us will not cause us to infringe the intellectual property rights of any third party. 
      6. You agree to indemnify us against all loss, damages, costs and expenses awarded against us or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or other intellectual property rights resulting from your breach of this clause 10.

 

  1. Cancellation, Rescheduling and Termination
      1. We require a minimum of 5 days’ notice to cancel a booked session.  If we do not receive this notice, the session will be lost, and no refunds will be offered.  You may rearrange a session once without penalty, though we can mutually agree to rearrange any session due to bad weather or other events beyond our control. 
      2. We reserve the right to cancel any session at any time and if it cannot be rebooked through no fault of yours, we will refund any sums paid to us in advance for that session.  This will be our sole liability for the cancellation. 
      3. Either Party may cancel the Contract immediately if the other:
          1. has committed a material breach of this Contract, unless such breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
          2. goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
      4. In the event of termination due to your default under clause 11.3, we will retain any monies paid in advance and will invoice for the remainder of the quoted fee where applicable, which will become immediately due and payable.
      5. Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 11 on a pro-rata basis.

 

  1. Our Liability
      1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
      2. Except as provided in clause 12.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.  All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
      3. In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract in the preceding 6 month period.
      4. Please note the colours in photographs may appear different when displayed on an electronic device or when printed.  We cannot be held responsible for this, or for any issues with printing unless this is carried out by us. 

 

  1. Events Outside of our Control:  We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism or war, epidemic, pandemic, natural disaster, or any other event that is beyond our reasonable control.

 

  1. Data Protection
      1. Both parties agree to comply with all applicable data protection legislation in force including, but not limited to, the Data Protection Act 2018, the General Data Protection Regulation 2016, and any subsequent amendments to them.
      2. For further information on our processing of personal data, please refer to our privacy policy, available on request.

 

  1. Other Important Terms
      1. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.  We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent.  Where we use sub-contractors, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
      2. The Contract is between you and us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
      3. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) will be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions will still be valid and enforceable.
      4. No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
      5. Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
      6. Notices will be deemed to have been duly received and properly served 24 hours after an email is sent, or 3 working 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 it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

 

  1. Law and Jurisdiction
      1. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales. 
      2. Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.