1. DEFINITIONS.

For the purpose of this agreement “the client” shall, where the context so admits, include their respective assignees, sub licensees and successors in title. Photographs” means all photographic materials furnished by Photography Liverpool “The Photographer”, whether transparencies, negatives, prints or any other type of physical or electronic media.

2. COPYRIGHT.

The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.

3. OWNERSHIP OF MATERIALS.

Title to all Photographs unless expressed in writing remains the property of the Photographer. When the Licence to Use the material has expired the Photographs must be returned to the Photographer in good condition within 30 days.

4. USE.

The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission in writing. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation.

Where use is restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee, to be mutually agreed.

Note : An agreement must be reached with the Photographer and permission granted in writing before the Photographs may be used for other purposes.

5. EXCLUSIVITY

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 their work. If expressed in writing an Agency or Advertiser may be authorised to publish the Photographs to the exclusion of all other persons including the Photographer for a fixed time period

6. CLIENT CONFIDENTIALITY

The photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence for the purposes of the photography other than for the purpose of completing the commission.

7. INDEMNITY

While the photographer takes all reasonable care in the performance of this agreement generally, Photography Liverpool 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 image or its caption.

(a) The Client agrees to indemnify the photographer in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Client by the photographer.

(b) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that the photographer 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 image. In the event that the image issued or reproduced by or with the authority of the Client then the Client shall indemnify the photographer against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained

(c) If the photographer(s) are unable to fulfil the role of photographer on the day due to any unforeseen circumstances, a full re-fund will be given to client but no further liability will be sought with respect to agreement. This limitation shall also apply in the event that photographic materials are damaged, lost, stolen, camera malfunction or any other damage without fault of Photography Liverpool.

(d) The photographer will not be held responsible for customer disappointment of agreed album and images as long as they are technically acceptable and will face no liability.

(e) Liability will not exceed and be limited to the retail value of your package.

8. PAYMENT

(a.) If a booking fee is payable this must be made to Photography Liverpool at the time of booking, this booking fee is non refundable. The final balance must be on time in accoradnce to the contract. It is your responsibility to pay your photographer when monies are due.

(b) If payment is not made in accordance with (a) above then the photographer may rescind this Agreement and recover damages, or, at their option, may exercise their statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998.

(c) a fee of £10.00 may be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuing of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.

(d) The photographer reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of images, 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.

(e) On the Client's death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, the photographer may at any time thereafter inspect any records, accounts and books relating to the reproduction of their images to ensure that the images are being used only in accordance with the reproduction rights granted to the Client.

(f) all prices and packages are subject to change. Prices are adjusted periodically; future bookings will be priced at the time of booking.

(g) All prices quoted to the Client apply only to the original job description and specifications given to the Photographer by the Client.

(h) A booking for services is considered firm as from the date of agreement/confirmation in writing, “the Photographer” will be entitled to charge a cancellation fee or postponement fee of 75% of the total commissioning sum due unless notice of cancellation is given less than 48 hours from the commencement of assignment, in which case 100% of the total commissioning sum due shall be paid, such sums referred to herein to be paid forthwith.

9 QUALITY

Clients should be aware that colour dyes in photography may fade or discolour over a period of time due to inherent quality of dyes and insufficient care and preservation of prints and albums.

(a) The photographer will not be held responsible for damage of albums and prints that were dispatched undamaged.

(b) The photographer will not be liable for degradation of images due to poor handling and insufficient care.

(c) Photography Liverpool cannot be held responsible for images and photography sessions being disrupted by adverse/unfavourable weather conditions.

(d) Photography Liverpool may substitute photographers to take photographs at your event should the agreeded photography be unaviable do illness or accident.

(e) Photography Liveerpool will not be held responsible for the lack of coverage caused by cleints not being on time.

(f) If the location has not been arranged by Photography Liverpool it will be the cleints responcibility to check resrictions on photography.

(h) The Photographer shall not be liable for any delays in meeting any of his obligations which were due to causes beyond his reasonable control including but not limited to; postage/courier/lab delays, war/acts of terrorism, riots, government legislation, industrial action, adverse weather conditions, acts of God, floods, fire, camera/hardware malfunction, loss or damage in transit etc.

10. 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 to the Photographer in addition to the expenses shown as having been agreed or estimated.

11. REJECTION

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

1 2. APPLICABLE LAW

This agreement shall be governed by the laws of England & Wales.

13. VARIATION

These Terms and Conditions shall not be varied except by agreement in writing.