​These terms and conditions and any documents attached to, or referred to in, these terms and conditions (including the Invoice/s) (“Agreement”) are entered into between Hamlin Studios Ltd a company registered in England and Wales with the company number 13223306 (“Company”) and the person or entity engaging the Company to provide the Services (“Client"), together the “Parties” and each a “Party”.

 

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The Client accepts this Agreement by the earlier of: (a) signing and returning this Agreement to the Company; (b) confirming that it accepts this Agreement by email or via the Company’s website; (c) instructing the Company (whether orally or in writing) to proceed with the supply of the Services; and (d) making part or full payment of the Deposit or the Fees.

 

1. Engagement of Company

 

1.1 Services. Subject to the terms set out herein, Client engages Company to provide, and Company agrees to provide, the photography & videography services described in the Company’s Invoice (“Services").

 

As part of the Services, the Company will produce or take similar action to create materials from Images and provide related deliverables (as set out in the Company’s Invoice) (“Work Product”). “Images” means photographic material, whether still or moving, created by the Company pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints or digital files, captured, recorded, stored or delivered in any type of analogue, photographic, optical, electronic, magnetic, digital or any other medium.

 

1.2 Exclusivity. The Client acknowledges and agrees that the Company will be the exclusive provider of the Services unless otherwise agreed to by the Parties in writing.

 

2. Fees and Payment

 

2.1 Fees. The Client will pay the Company the fees set out in the Invoice, in accordance with this Section 2.1 (“Fees”), plus all Expenses, and any applicable federal or state/provincial sales or value-added taxes due on such Fees.

 

·    Deposit due upon signing: (50% of the Fees)

·    The remaining amount due: 30 days or less from delivery of the Work Product

·    Additional Services - Hourly Pricing: (£30/hour)

 

 

2.2 Deposit. The Client acknowledges and agrees that the deposit amount set out above is due upon the signing of this Agreement and is not refundable (“Deposit”), so as to fairly compensate the Company for committing its time to provide the Services and turning down other potential projects or clients. Both Parties agree that the Deposit will be credited towards the total Fees payable by Client.

 

2.3 Invoice. The Company will issue an invoice to Client prior to or around the time of the Client accepting this Agreement of the Services (“Invoice”). The Company may issue other Invoices from time to time, including for payment of Expenses.  The Client agrees to pay all Fees outstanding on or prior to the due dates set out in Section 2.1, or as otherwise agreed between the Parties in writing. Any payment after the due date will incur attract interest at a rate of 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on the outstanding balance. 

 

The Client acknowledges that the final amount payable may be subject to change depending on the amount actual Expenses incurred. The Client confirms and agrees that the final calculations provided in the Invoice, should they be different from the total listed in Section 2.1, will be the final amount payable.

 

3. Client Responsibilities

 

3.1 Required Consents. The Client will ensure that all required consents have been obtained prior to performance of the Services, including any consents required for the performance of Services and the delivery of Work Product by Company, including consents from venues or locales where the Services are to be performed or from attendees or participants of the photo shoot.

 

3.2 Expenses. The Client will provide, at its own expense, the means of travel for the Company to the location where the Services will be provided, or will be responsible for reasonable travel expenses incurred by Company that are necessary for the performance of the Services (including travel that is requested by Client where the location of the performance of the Services is not in the city of London). Client will be responsible for any other expenses incurred by the Photographer that are necessary for the performance of the Services as more particularly set out in the Invoice (“Expenses”).

 

3.3 Waiver. The Client hereby waives (and agrees to obtain a waiver from any other participant whose image or recording may be captured by the Services) all rights and claims, and releases the Company from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, use and exploitation of Images pursuant to this Agreement. If the Client or any other participant whose image or recording may be captured by the Services has any Moral Rights in the Work Product or Images, the Client agrees to (and agrees to ensure that the relevant participants) waive those Moral Rights and waive all rights to object to derogatory treatment of such material. “Moral Rights” means any moral rights, including those conferred by Chapter IV of the Copyright, Designs and Patents Act 1988.

 

4. Photographer Responsibilities

 

4.1 Equipment. The Client will not be required to supply any photography equipment to the Company.

 

4.2 Manner of Service. The Company will ensure that the Services are performed in accordance with this Agreement and all applicable laws, in a good, expedient, workmanlike and safe manner, and in such a manner as to avoid unreasonable interference with the Client’s activities. The Client agrees to ensure that Work Product meets any specifications in the Invoice in all material respects.

 

4.3 Photography Staff. The Company will, and will ensure that all “Company Staff” (employees, assistants or other parties engaged by the Company to assist with the Services). comply with the reasonable directions of Client from time to time regarding the safety of attendees or participants at the photoshoot and applicable health, safety and security requirements of any locations where the Services are provided.

The Company will be responsible in every respect for the actions of all the Company's Staff.

 

5. Artistic Release

 

5.1 Consistency. The Company will use reasonable efforts to ensure that the Services are produced in a style consistent with the Company's current portfolio, and Company will use reasonable efforts to consult with the Client and incorporate any reasonable suggestions with respect to the Work Product.

 

5.2 Style. The Client acknowledges and agrees that:

·    the Client has reviewed the Company's previous work and portfolio and that the Company will perform the Services in a similar style;

·    the Company will use its artistic judgement when providing the Services, and shall have the final say regarding the aesthetic judgement and artistic quality of the Services; and

·    disagreement with Company’s aesthetic judgement or artistic ability is not valid reason for termination of this Agreement or request of any refund.

 

6. Term and Termination

 

6.1 Term. This Agreement will begin on the date the Client accepts this Agreement and continue until the latter of (i) the date where all outstanding Fees under this Agreement are paid in full; and (ii) the date where all final Work Product has been delivered (“Term”).

 

6.2 Cancellation. The Client may terminate the Agreement (“Cancellation”) and/or reschedule the Services (“Rescheduling”) by providing Company with written notice no later than ("72 hours)" before the agreed date of the Services (the “Minimum Notice”). The Client acknowledges and agrees that it will not relieved of any payment obligations for Cancellations and Rescheduling (and no refunds will be given) unless the Minimum Notice in accordance with this Article 6 is duly provided or unless the parties otherwise agree in writing.

 

6.3 In the event of Rescheduling where the Minimum Notice is given, the Company will use commercially reasonable efforts to accommodate the Client’s change. If the Company is not able to accommodate the Client’s change despite using commercially reasonable efforts, the Parties agree that such Rescheduling will be deemed as Cancellation by the Client and that Company will be under no obligation to perform the Services other than on the original date of the Services.

 

6.4  Refunds. The Client acknowledges and agrees that Cancellation by the Client where the Minimum Notice is not given will result in the Fees being forfeited in full and being non-refundable. Where there is a Cancellation by the Client where the Minimum Notice is given, the Deposit will be forfeited and will be non-refundable, but the Company may refund the remainder of the Fees (other than any Expenses already suffered or incurred).

 

6.5 Replacement. In the event that the Company is unable to perform the Services itself, the Company, subject to the Client’s consent, which is not to be reasonably withheld, shall cause a replacement photographer to perform the Services in accordance with the terms of this Agreement. In the event that such consent is not obtained, the Company shall terminate this Agreement and shall return the Deposit and all Fees paid by Client, and thereafter shall have no further liability to the Client.

 

7. Ownership of Work Product by Company

 

7.1 Ownership of Work. As between the Parties, the Company will own all rights (including intellectual property rights), titles and interests in all Work Products. The Client (on behalf of itself and any attendees or participants at the photoshoot) hereby grants the Company and any of its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sub-licensable license to use any materials created by Client or attendees, during the performance of the Services, that may be protected by copyright or any intellectual property rights (“Client Materials”) as part of any Work Product or in connection with the marketing, advertising or promotion of the Company’s services, including in connection with the Company’s studio, portfolio, website or social media, in any format or medium. The Client acknowledges and agrees that no other person or entity has any rights that may prevent or restrict Company from using Client Materials as provided herein.

 

8. Limited License to Client

 

8.1 Commercial Use. The Company hereby grants the Client an exclusive, limited, irrevocable, royalty-free, non-transferable and non-sub-licensable license to use the Work Product for the Client’s Commercial Use, provided that the Client does not remove any attribution notices or copyright notices included by the Company in any Work Product. (“Commercial”) includes, but is not limited to, use (i) of photos on the Client’s commercial social media pages or profiles; (ii) in the Client’s commercial creations, such as websites, albums or menus (iii) in commercial physical display; and (iv) in commercial communications, such as newsletter, email and online or offline advertisements and commercial promotions. 

 

9.  Exclusions to and  Limitation of Liability

 

9.1 Force Majeure. Neither Party shall be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement to the extent caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a “Force Majeure Event”), and the time of performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. If such Force Majeure Event persists for more than 60 days, the party not affected by the Force Majeure Event may terminate the Agreement and any prepaid Fees for Services not performed (other than the Deposit) shall be refunded within 14 days of the date of termination of the Agreement.

 

9.2 Failure to Deliver. The Company shall not be held liable for delays in the delivery of such Work Product, or any Work Product undeliverable, due to technological malfunctions, service interruptions that are beyond the control of Company (including as a result of delays in receipt of instructions from Client) and for Work Product that fails to meet any specifications set out in the Invoice due to the actions of the Client or attendees or participants at the photoshoot that are beyond the control of Company (e.g., camera flashes).

 

9.4 Maximum Liability. Notwithstanding anything to the contrary, to the maximum extent permitted by law, the Client agrees that the Company’s maximum liability arising out of or related to the Services or the Work Product shall not exceed the total Fees payable under this Agreement. Notwithstanding anything to the contrary, to the maximum extent permitted by law, if the Company has supplied the Services for domestic and private use, and the Client uses the Services for any commercial, business or re-sale purpose, the Company we will have no liability to the Client for liability involving any loss of profit, loss of business, business interruption or loss of business opportunity.

 

Notwithstanding anything to the contrary, to the maximum extent permitted by law, if the Company has supply the Services for commercial use by the Client, neither Party will be liable for any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data,

 

9.5 Neither Party may benefit from the limitations and exclusions set out in this clause 9 in respect of any liability arising from its deliberate default.

 

9.6 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

 

9.7 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and (d) defective products under the Consumer Protection

Act 1987.

 

9.8 This clause 9.8 applies to the extent that the Work Product is digital content. If the Work Product is defective and it damages a device or digital content belonging to the Client and this is caused by the Company’s failure to use reasonable care and skill, the Company will either repair the damage or pay the Client compensation.

 

9.9 The Company has given commitments as to the compliance of the Services with this Agreement and applicable Laws. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.

 

10. General

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10.1 Notice. Any notice given under this Agreement must be in writing addressed to the relevant address last notified by

the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email. The Client shall send notices to the Company’s Email: Luke@hamlinstudios.co.uk

 

10.2 Survival. Any provision which by its nature survives the expiry or termination of this Agreement shall survive such expiry or termination, including clauses 7, 8, 9 and 10.

 

10.3 Governing Law. This Agreement will be governed by the laws of England & Wales.

 

10.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by a written agreement signed by each of the parties.

 

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings both formal and informal.

 

10.6 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction, that provision or part thereof will be severed from this Agreement and the remaining part of such provision and all other provisions will continue in full force and effect.

 

10.7 Relationship. This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

 

10.8 Disputes. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If the Client is not happy with how the Company has handled any complaint, it may want to contact the alternative dispute resolution provider the Company uses. The Client can submit a complaint to The Law Society of the United Kingdom via their website at https://www.lawsociety.org.uk/en. The Law Society of the United Kingdom will not charge for making a complaint and if the Client is not satisfied with the outcome it can still bring legal proceedings.

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