1 TERMS USED IN THIS AGREEMENT
In this Agreement the terms ‘picture’ includes a photograph, digital file, design, artwork or any other item which may be offered for the purposes of reproduction. ‘Reproduction’ includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means. ‘The Client’ is the person or organisation to whom the invoice is addressed. ‘The Photographer’ is Penny Morgan (owner and creator of Love Your Image) or any other photographer hired to assist or undertake photography work on behalf of Love Your Image.
2 COPYRIGHT
The entire copyright of pictures is retained by Penny Morgan at all times throughout the world. No property or copyright in any pictures shall pass to the Client whether on its submission or on rights issued in respect thereof.
Penny Morgan asserts her right to be identified as the author of her work and the right to a credit as asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988. Unless otherwise agreed in writing, if any picture reproduced by the Client omits the copyright notice or credit line specified by Penny Morgan any fee payable by the Client shall be subject to an increase specified by Penny Morgan, and in any event an increase of not less than 25% of the original fee.
If the Client wishes to own the copyright of images created by the Photographer, an additional fee will be paid by the Client to the Photographer for transferring the copyright. This fee will be mutually agreed upon by both parties. The transfer of copyright will only become applicable after this payment has been made in full.
3 USAGE RIGHTS
Upon payment of the agreed amount the Photographer grants the Client the rights to use the pictures for publication within printed publications including trade, consumer, local and national magazines and newspapers in an editorial context where no fee has been paid to guarantee publication; the Client’s exhibition material; the Client’s intranet and public website; social media; the Client’s printed and electronic brochures and other marketing material. The Client cannot sell the images as stock or editorial or use them on products that they wish to sell. The Client cannot pass or sell their images to subsidiary or supplier companies who sell and promote The Clients products within their own business. The Client can however extend their Usage License to include these uses for an agreed fee.
Reproduction rights are strictly personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of reproduction in print or electronic media in an editorial context where no fee has been paid to guarantee publication. An example might be where Penny Morgan is contracted to photograph an event at which other exhibitors, sponsors and suppliers are present, in such instances the Client does not have the right to share images with these participants nor to pass onto any other third party. Any such requests received from a third party should be redirected to Penny Morgan.
It is illegal for any individual or organisation to use, scan, distribute, print, make changes, apply special effects, crop, alter or otherwise reproduce any image that is the copyright holders work, without the express written consent of Penny Morgan
4 CANCELLATIONS
Once the Client has made a booking for a specific time and date, Penny Morgan will not accept any other work from other clients for those times and dates. As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within 14 days of any confirmed date, a fee of 50% of the accepted quote will be charged. When a client cancels a booking within 2 days of any confirmed date, a fee of 100% of the accepted quote will be charged. In addition to this cancellation fee, the client will be charged for any expenses already incurred by Penny Morgan.
Postponement of booked sessions will be considered on an individual basis before any cancellation charges are applied. Any third party charges incurred by Penny Morgan as a result of postponement, will still apply.
5 FORCE MAJEURE
In the event of cancellation by The Photographer due to circumstances beyond their control (injury, illness, accident) the Photographer liability shall be limited to a full refund of any deposits and fees paid.
6 PAYMENT TERMS
Unless otherwise advised and agreed in the contract, a deposit invoice will be raised upon booking at the advised amount or rate and due immediately. Balance payment is due once the edited pictures are prepared and ready to view on Penny Morgan’s photography website www.pennymorgan.co.uk, before receipt of the pictures.
If any invoice issued to the Client is not paid by the due date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Penny Morgan may consider these invoices as overdue when pursuing legal action for the recovery of said debts. A fee of £25 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
Penny Morgan also reserves the right to charge interest on all overdue invoices at a rate of 3% per day. Penny Morgan reserves the right to suspend ongoing services, such as (but not limited to) the downloadable client area or other distribution of pictures, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
Any invoicing queries should be advised to Penny Morgan within 7 days of receipt.
7 PAYMENT
Payment should normally be made via bank transfer to the account specified on the invoice. Payments made by cheque should be made out to ‘Penny Morgan Photography’.
8 EXPENSES
Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at the Photographer’s normal rate or agreed amount, to the Photographer in addition to the expenses agreed or estimated – please refer to item 9.
9 BOOKING TIMES
The Photographer may be booked for an agreed assignment in total, according to the Love Your Image session being requested.
The photographer may make additional charges should an assignment overrun for reasons beyond the control of the Photographer including but not limited to, the Client requesting additional photographs over and above the Client’s original brief and contract. If the work cannot be completed within the agreed amount of time the photographer or the client can verbally request more time be added to the contract and sign a ‘Additional Work Agreement’ form. Details of the additional work shall be recorded on the ‘Additional Work Agreement’ form, reflecting the day, time and identity of the persons who requested and approved the additional work. If the client does not approve the requested change, the work will be considered complete at the expiration of the time allotted to the work in the original contract and payment for the full contracted amount will be due on invoice, regardless of whether images have been created or provided to the client.
10 EXCLUSIVITY
The Client is allowed to publish the Photographs to the exclusion of all other persons including the Photographer. However, the Photographer retains the right in all cases to use the Photographs in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting her work.
11 SUPPLY OF SERVICES AND PHOTOGRAPHS
Penny Morgan will consider every take and deliver what she considers to be the best pictures of every situation covered. As a result, contact sheets (or their digital equivalent) will only be supplied to the client in exceptional circumstances.
Work is complete when the photographer provides the client with agreed material purchased. This includes a CD, DVD, flash memory or download link, containing all of the agreed JPEG pictures photographed on behalf of the client, access to a password protected private web gallery and/or prints. Access to web galleries is restricted to clients only. Images may not be copied from the web gallery or used in any form by a third party, without express written permission from Penny Morgan.
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing. No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of Penny Morgan.
License for usage of pictures, transfers to The Client on full payment of invoices due, raised in relation to those pictures.
12 INDEMNITY
The Photographer agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Client must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Penny Morgan gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify Penny Morgan against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
While Penny Morgan takes all reasonable care in the performance of this agreement generally, she shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any picture or its caption. The Client agrees to indemnify Penny Morgan in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Penny Morgan.
The Client shall be responsible for the behaviour of any persons accompanying them to an assignment. The Photographer reserves the right to terminate any assignment without notice if he deems the Client’s behaviour to be unruly or unsafe. In such instances, the Photographer reserves the right to charge her full fees and expenses as described above of these Terms and Conditions. The Client will fully reimburse the Photographer or her agents for any loss/damage they cause to property or equipment.
The above constitutes the full terms and conditions of any work agreement made between you (client) and Penny Morgan (creator of Love Your Image) or any photographer assigned to you by Penny Morgan. By accepting a quotation for services, you agree to these terms.
13 TERMS AND CONDITIONS FOR ONLINE COURSES
A) The contract between us
We must receive payment of the whole of the price for the course that you order before your order can be accepted. Payment of the price for the course represents an offer on your part to purchase the course, which will be accepted by us only when a confirmation of acceptance is sent by us. Only at this point is a legally binding contract created between us.
B) Acknowledgement of your order
To enable us to process your order, you will need to provide us with your e-mail address. We will notify you by e-mail as soon as possible to confirm receipt of your order and to confirm details. For the avoidance of doubt, this correspondence does not constitute a contract between us.
C) Ownership of rights
All rights, including copyright, in this website are owned by or licensed to Penny Morgan, creator of all courses run by Love Your Image. Any use of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use, is prohibited without our permission. You may not modify, distribute or repost anything on this website for any purpose.
D) Accuracy of content
We have taken care in the preparation of the course on this website, in particular to ensure that prices quoted are correct at the time of publishing and that all course content has been described accurately.
E) Damage to your computer
We try to ensure that this website is free from viruses or defects. However, we cannot guarantee that your use of this website or any websites accessible through it will not cause damage to your computer. It is your responsibility to ensure that the right equipment is available to use the website. Except in the case of negligence on our part, we will not be liable to any person for any loss or
damage which may arise to computer equipment as a result of using this website.
F) Availability
The course will be provided within an agreed timescale, and time is not of the essence of the contract.
G) Ordering errors
You are able to correct errors on your order up to the point on which you click on “submit” during the ordering process.
H) Price
The prices payable for courses that you order are as advised on our website. All prices are correct at the time of entering information.
I) Payment terms
We will take payment upon receipt of your order from your credit or debit card. We accept no liability if our services are delayed because you did not give us the correct payment details. If it is not possible to obtain full payment for the course from you, then we can refuse to process your order and/or suspend any further services. This does not affect any other rights we may have.
J) Cancellation rights
Should you wish to cancel your order, you can use the cancellation form provided at the end of these terms and conditions, or alternatively you can notify us by any other clear statement.
K) Cancellation by us
1. We reserve the right not to process your order if:
1.1 We have insufficient staff or resources to deliver the services you have ordered;
1.2 We do not provide services to your area; or
1.3 One or more of the services you ordered was listed at an incorrect price due to a typographical error.
2. If we do not process your order for the above reasons, we will notify you by e-mail and will recredit to your account any sum deducted by us from your credit/debit card as soon as possible, but in any event within 14 days.
L) If there is a problem with the course
If you have any questions or complaints about the online course please contact us. You can do so at Telephone: 01379 783870 or email Penny: help@loveyourimage.co.uk.
M) Liability
1. We are only responsible for losses that are a natural, foreseeable consequence of our breach of these terms and conditions. We do not accept liability if we are prevented or delayed from complying with our obligations set out in these terms and conditions by anything
you (or anyone acting with your express or implied authority) does or fails to do, or is due to events which are beyond our reasonable control.
2. Furthermore, we do not accept liability for any losses related to any business of yours including but not limited to: lost data, lost profits, lost revenues or business interruption.
3. Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
N) Changes to legal notices
We reserve the right to change these terms and conditions from time to time and you should look through them as often as possible.
O) Law, jurisdiction and language
This website, any content contained therein and any contract brought into being as a result of usage of this website are governed by and construed in accordance with English law. Parties to any such contract agree to submit to the exclusive jurisdiction of the courts of England and Wales. All contracts are concluded in English.
P) Privacy
You acknowledge and agree to be bound by the terms of our Privacy Statement.
Q) Third party rights
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
