terms and conditions - Partum at Dusk

Photography terms and conditions

Please read these Terms and Conditions carefully. All contracts that the Photographer may enter into from time to time for the provision of the Photographer’s services shall be governed by these Terms and Conditions, and the Photographer will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any such services to the Client.

1. Definitions

1.1 In these Terms and Conditions:

“Acceptance Criteria” means compliance with the warranties set out in Clause 5.4;

“Business Day” means any weekday other than a bank or public holiday in England;

“Charges” means:

(a) such other amounts as may be agreed in writing by the parties from time to time;

“Client” means the person or entity identified as such in Section 1 of the Statement of Work;

“Client Confidential Information” means:

(a) any information disclosed by or on behalf of the Client to the Photographer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked as “confidential”; or

(ii) should have been reasonably understood by the Photographer to be confidential;

(b) the terms of the Contract; and

“Client Materials” means all works and materials supplied by or on behalf of the Client to the Photographer for incorporation into the Deliverables or for some other use in connection with the Services;

“Client Personal Data” means any Personal Data that is processed by the Photographer on behalf of the Client in relation to the Contract;

“Contract” means a particular contract made under these Terms and Conditions between the Photographer and the Client;

“Data Protection Laws” means the EU GDPR and the UK GDPR;

“Deliverables” means digital and/or physical items resulting from the photoshoot;

“Effective Date” means the date of execution of a Statement of Work incorporating these Terms and Conditions;

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, 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 these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Permission” means a permission that is given by a third party and is required for:

(a) the performance of the Services at a location; and/or

(b) the inclusion or representation of a location, person, object or work in photographic Deliverables;

“Personal Data” means personal data under any of the Data Protection Laws;

“Photographer” means PARTUM VENTURES, a company incorporated in England and Wales (registration number 14563900) having its registered office at SUITE A, 82 James Carter Road IP287DE;

“Prints” means those photographic prints that the Photographer agrees to deliver to the Client, as specified in the Statement of Work;

“Services” means the photography services specified in Section 2 of the Statement of Work;

“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;

“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party; and

“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force until:

(a) all the Services have been completed;

(b) all the Deliverables and Prints have been delivered; and

upon which it will terminate automatically, subject to termination in accordance with Clause 19.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services

3.1 The Photographer shall provide the Services to the Client in accordance with these Terms and Conditions.

3.2 The Photographer shall provide the Services with reasonable skill and care.

3.3 The Photographer shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.4 The Photographer shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

3.5 The Photographer shall comply with all reasonable requests and directions of the Client in relation to the Services.

4. Permissions

4.1 The Photographer shall obtain all those Permissions that are specified as the Photographer’s responsibility in the Statement of Work, or that are reasonably required for the performance of the Services.

4.2 Subject to Clause 4.1, the Client shall obtain all such Permissions as may be required for the performance of the Services.

4.3 All Permissions must be in writing and in such form as the parties may agree from time to time.

4.4 Each party must provide copies of the Permissions it has obtained under these Terms and Conditions to the other party promptly following a written request from the other party to do so.

4.5 If the parties are unable to obtain any Permission that is required for the performance of the Services, the parties shall attempt to agree such variation to the scope of the Services as is necessary to enable the performance of the Services without the relevant Permission.

5. Deliverables

5.1 The Photographer shall deliver the Deliverables to the Client.

5.2 The Client must promptly, following receipt of a written request from the Photographer to do so, provide written feedback to the Photographer concerning the Photographer’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

5.3 The Photographer shall ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in REFERENCE TARGET REMOVED.

5.4 The Photographer warrants to the Client that:

(a) the Deliverables will be of satisfactory quality;

(b) the Deliverables will be reasonably fit for any particular purpose for which the Client is contracting for the Deliverables that the Client makes known to the Photographer before the Contract is made;

(d) the Photographer has or will have at the relevant time the right to supply the Deliverables to the Client.

6. Acceptance

6.1 Within 10 Business Days following the delivery of Deliverables to the Client, the Client shall:

(a) review the Deliverables to determine whether they comply with the Acceptance Criteria; and

(b) notify the Photographer in writing of the results of such review, providing full details of any non-compliance with the Acceptance Criteria.

6.2 If the Client does not give to the Photographer a notice under Clause 6.1, within the period referred to in Clause 6.1, then the Deliverables shall be deemed to meet the Acceptance Criteria.

6.3 If the Deliverables do not comply with the Acceptance Criteria and the Client notifies the Photographer of the non-compliance in accordance with this Clause 6, the Photographer will have a further reasonable period agreed by the parties (of no less than 5 Business Days and no more than 20 Business Days) to remedy the non-compliance, following which Client will repeat the review.

6.4 If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) acceptance review under this Clause 6, then Photographer shall be deemed in irremediable material breach of the Contract.

6.5 The acceptance or deemed acceptance of the Deliverables under this Clause 6 will not prejudice the Client’s rights in the event of a breach of Clause 5.4 by the Photographer.

7. Prints

7.1 The Photographer shall create and deliver the Prints to the Client within the period specified in the Statement of Work.

7.2 The prices for the Prints and delivery costs for the Prints shall be included as part of the Charges payable in respect of the Services.

8. Client obligations

8.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to the Photographer, or procure for the Photographer, such:

(a) co-operation, support and advice; and

(b) information and documentation,

as are reasonably necessary to enable the Photographer to perform its obligations under the Contract.

Photography terms and conditions

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