These are the terms and conditions agreed between you (the “Client”, which includes any person, company, partnership, organisation or body) and us (Yannick Dixon Photographic Works) in relation to the provision of professional photography services (“Deliverables”).
They apply in place of any earlier agreement or understanding between you and us and supersede prior correspondence.
You signify or have signified your agreement to these terms and conditions by accepting our quote including acceptance by e-mail. Your quote together with these terms and conditions constitutes our agreement.
1.1 The Deliverables Yannick Dixon Photographic Works shall provide to you and the prices to be paid for such work are set out in the quote provided to you. The price for bespoke photography services are set out within the quote and include VAT.
Where alterations to the Deliverables to be provided are proposed by you or us during the course of the work these and any resulting alteration to the prices set out in the quote shall be agreed by us both in writing before the work proceeds.
Printing cannot proceed without prior approval in writing by the Client (signing off) of printer’s proofs which must be received by us not less than 10 working days before the anticipated date of delivery of printed Deliverables failing which any resulting delay is entirely at the risk of the Client and is not the liability of Yannick Dixon Photographic Works.
1.2 Unless otherwise agreed in writing payment to Yannick Dixon Photographic Works for the work to be undertaken under this agreement is due as follows: An upfront payment of 50% is required before work on your project will commence.
The final 50% will then be paid once all work has been completed and approved or an alternative date to be agreed by Yannick Dixon Photographic Works. This final payment should be made within 14 days from the date issued on our invoice.
Deliverables will not be provided to the Client until payment has been received in full. Payment must be in Pounds Sterling (unless otherwise agreed by both parties in writing). Interest will accrue on all sums due under these terms and conditions from the due date until payment at the rate of 8% above the Repo (Base) rate from time to time of the Bank of England compounded monthly and calculated on a daily basis.
1.3 Yannick Dixon Photographic Works will use all reasonable endeavour to abide by agreed delivery dates. Any information or material that you need to supply us with shall be sent to us by the deadlines agreed. Much of our work depends on the information supplied by you therefore it is crucial that we receive this. We will not be liable where failure to deliver is caused by your delay.
On completion of work, the Deliverables will be uploaded to the client area of our fileserver and/or e-mailed for approval by you. Following our receipt of your approval, subject to 1.6 below, the deliverables will be emailed and print jobs will be despatched to the agreed delivery address by Royal Mail Special Delivery.
1.4 Yannick Dixon Photographic Works will not be responsible for any delay or failure to meet delivery date(s) caused by circumstances beyond our control, such as Acts of God, fire, strikes, illness, failure of subcontractors or suppliers to supply material required. Where such delay occurs our obligations shall be suspended for the period of such delay.
1.5 Where you do not confirm in writing acceptance of the Deliverables within 14 days of delivery to you the Deliverables are deemed accepted by you at the earlier of the expiry of such 14 day period or your first live use. Where the Deliverables are rejected by you for an objectively justified reason, whether in whole or in part, we shall endeavour to correct the Deliverables at no additional cost to you to ensure compliance with the quote.
1.6 Until we have received payment in full of all amounts due pursuant to 1.2 above, legal ownership (but not the risk) in all Deliverables will remain with us. We reserve the right to refuse to deliver all or any part of the Deliverables to you.
2. Intellectual Property Rights
2.1 ‘Deliverables’ includes all photography services which we provide to you, but does not include material which we obtained from you.
2.2 We warrant that the Deliverables are original to Yannick Dixon Photographic Works (unless otherwise stated in writing).
2.3 Subject to 2.9 below, the ownership of all intellectual property rights (including copyright) in the Deliverables remains with Yannick Dixon Photographic Works at all times. We grant you a non-exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, in the Deliverables for the duration of our agreement for the purposes of use on your website or otherwise as agreed in writing from the date of your acceptance of the Deliverables. For the avoidance of doubt, where you wish to use the Deliverables in any other form than that set out in the quote you must agree terms with us in advance and make payments to be agreed between us. We reserve the right to veto any use outside the scope of this licence.
2.4 We assert our moral rights in the Deliverables and you confirm that you shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Deliverables without our prior written consent.
2.5 You shall ensure that any copyright notice of ours shall not be removed or obscured on the Deliverables.
2.6 Intellectual property rights in any authorised improvements to the Deliverables made by you shall be licensed to us on an exclusive basis, where such improvements are non-severable from the Deliverables and on a non-exclusive basis for everable improvements. You will keep us informed of such improvements.
2.7 Where we supply Deliverables to you on disk or CD or DVD or other machine readable media (“Media”) we retain ownership of the Media and no hire of the Media shall occur.
2.8 The termination of any agreement between us shall not affect the provisions of this term which shall continue thereafter.
3. Indemnity and Limitation of Liability
3.1 Subject to 3.3 below, we agree that until such time as the Deliverables are delivered to you and approved by you, we will indemnify you against all damages awarded by a court in England and Wales incurred by you as a result of breach of clauses 3 and 4 by us.
3.2 You agree that you shall indemnify us against all claims, demands, losses, damage, costs or expenses incurred by us as a result of breach by you of any provision of these terms and conditions, law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us or incorporated with the Deliverables or through our involvement with you under our agreement.
3.3 Save as provided above, you agree our liability for breach of this or any other liability of us to you shall be limited to the total value of our contract as set out in the quote and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit its liability to the other for death or personal injury caused by negligence. We agree that the exclusion and limitation of liability in this clause is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability. In no event shall we be liable to you for indirect, financial, consequential loss, loss of profit, revenue or goodwill.
3.4 The termination of our agreement shall not affect the provisions of this term which shall continue thereafter.
4. Confidential Information
4.1 Any information about us or you or about our photography services or your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations set out in the quote and not disclosed save as permitted under our agreement, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.
4.2 The termination of our agreement will not affect this term.
4.3 We shall be entitled to make reference to our relationship with you in our publicity material.
4.4 Where you have signed a confidentiality agreement with us this shall continue without limit as to time in addition to the provisions in this term.
5. Your Obligations
5.1 You undertake to supply material and other resources to us promptly as agreed between us.
5.2 You will not unreasonably withhold or delay approval of the Deliverables.
5.3 You will make prompt payment of all amounts including interest when they become due.
6.1 The agreement resulting from your acceptance of the quote shall continue until either substantial completion of performance of the work set out in the quote, or where an on-going work commitment is signed may be terminated on three months’ notice from one of us to the other given at any time to expire on the anniversary of this agreement or any subsequent anniversary of such date save as provided below.
6.2 Where one party is in breach of these terms and conditions the other may serve written notice to terminate our agreement resulting from your acceptance of the quote forthwith, save that where the breach can be remedied 30 days notice to remedy shall first be given, and where remedied such termination will not take effect.
6.3 Either party may terminate this agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or have a receiver/administrative receiver appointed over any of its assets or otherwise is unable to pay its debts as they fall due.
6.4 On termination by you for breach or bankruptcy we shall send to you in accordance with your reasonable directions any material relating to the photography service provided (where relevant) then in our possession or control and the licence to use the Deliverables shall continue without limit as to time. On termination by us or by you on three months’ notice as provided above all your rights to use the Deliverables shall cease and you shall retain no copies thereof.
7.1 No variation of this agreement will be valid unless agreed in writing by us both.
7.2 You may not assign this agreement without our prior written consent. The licences granted under this agreement are personal to you and only for the purposes and/or media set out in this agreement. Further licences, licensees, uses and other matters not licensed under this agreement shall only be granted where we so consent and usually on payment of additional licence fees.
7.3 This agreement sets out the entire agreement between us save for any confidentiality agreement between us or other documents referred to in the quote.
7.4 All representations, warranties or other assurances made by or on behalf of us to you other than as set out in this agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.
7.5 If any provision of this agreement is found to be invalid or unenforceable, such invalidity shall not affect the other provisions of this agreement, all of which shall remain in full force and effect.
7.6 No forbearance or delay by us in enforcing rights under this agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.
7.7 Nothing in this agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of partnership and agent or employer and employee.
7.8 All notices shall be in writing and sent to the last known business address of the recipient or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally, by e-mail, by first class prepaid letter, or facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting and if by e-mail or facsimile transmission when despatched (with successful transmission report).
7.9 This agreement shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute under this agreement.