1. GENERAL

1.1

The Supplier is Kamara Photography ltd.

1.2

The Client shall be those who have contracted with the Supplier for services to be performed by the Supplier.

2. SUPPLY OF COMMERCIAL PHOTOGRAPHIC SERVICE

2.1

The Supplier shall provide the service ("the Service") requested by the Client in accordance with the specification set out on the Suppliers quotation and upon acceptance of the terms of the quotation these Terms and Conditions shall apply. Any changes or additions to the specification or to these Conditions must only take effect to the extent that they are agreed in writing by the Supplier and the Client.

2.2

The Client will at its own expense supply to the Supplier all necessary documents and other materials (hereinafter referred to as "Input Material's") and all necessary data or other information within sufficient time to enable the Supplier to provide the Service in accordance with the contract. The Client shall ensure the accuracy of all Input Materials supplied.

2.3

The Client shall at its own expense retain duplicate copies of any information provided to the Supplier and shall insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage howsoever caused.

2.4

The Supplier shall perform his duties in accordance with the quotation and brief and otherwise in accordance with the Suppliers current brochure or other published literature relating to the Service from time to time and subject to these Conditions. The Supplier shall use his best efforts to comply with the requirements of the Client but on matters of interpretation and artistic licence the Suppliers judgment shall be paramount.

2.5

The Supplier may at anytime without notifying the Client make changes to the Service which are necessary to comply with ant applicable safety or other statutory requirements, or which do not materially effect the nature or quality of the Service contracted for.

3. CHARGES

3.1

The Client shall pay to the Supplier the sum specified on the quotation or, where no quotation has been provided, a figure calculated in accordance with the Suppliers standard charges a copy of which are available on request together with (in either event) any additional sums which are agreed between the Supplier and the Client for the provision of the Service or which, in the Supplierís sole discretion, are required as a result of the Clientís instructions or lack of instructions, the inaccuracy of any Input Materials provided by the Client of the Supplier or any cause attributable to the Client or otherwise provided for within these terms and conditions.

3.2

The Supplier shall be entitled to vary his standard charges from time to time and shall give not less than one monthís notice in writing to the client of his intention to do so.

3.3

All sums payable by the Client to the Supplier are exclusive of any VAT for which the Client shall be additionally liable at the applicable rate from time to time.

3.4

The Supplier shall be entitled to send an invoice to the Client following completion of the Service contracted for or, in appropriate circumstances, at the end of each month in which the specified service is provided or at other times agreed with the Client in writing.

3.5

The Supplierís standard charges and any additional sums payable shall be paid by the Client (together with any applicable value added tax, and without any set off or other deduction) within 28 days of the date of the Supplierís invoice.

3.6

If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% above the base rate from time to time of Lloyds/TSB Bank Plc from the date until the outstanding amount is paid in full.

3.7

Further if it appears to the Supplier that the Clientís credit worthiness has deteriorated the Supplier shall be entitled to withhold delivery of the completed product and require the Client to discharge the invoice in full as a condition precedent to delivery.

4. DELIVERY CARRIAGE AND RISK

4.1

Unless otherwise agreed in writing any material (ìthe Output Materialî) produced by the Supplier as a consequence of this Contract shall be delivered by the Supplier upon despatch by first class pre-paid post through the Royal Mail or into the hands of any other commercial carrier.

4.2

Any dates quoted for delivery of the Output Material are approximate only and the Supplier shall not be liable for any delay in the delivery of the Output Material howsoever caused. The Output Material may be delivered by the Supplier in advance of any quoted delivery date upon giving reasonable notice to the Client.

5. RISK AND RETENTION OF TITLE

5.1 Risk of damage to or loss of the Output Material shall pass to the Client:-

5.1.1

In the case of the Output Material to be delivered at the Supplierís premises at the time when the Supplier notifies the Client that the Output Material is available for collection; or

5.1.2

In the case of the Output Material to be delivered otherwise than at the Supplierís premises at the time of delivery.

5.2

Notwithstanding delivery and passing of risk in the Output Material or any other provision of these conditions the property in the Output Material shall not pass to the Client until the Supplier has received in cash or cleared funds payment in full of the charges in respect of the Service and any other Service agreed to be provided by the Supplier to the Client for which payment is then due.

6. INTELLECTUAL PROPERTY RIGHTS

6.1

Pursuant to the Copyright Designs and Patents Act 1988 and all other statutory provisions and applicable common law any copyright or other intellectual property rights in any photograph, negative, print or any other media capable of recording visual effects shall belong to the Supplier subject to only the right of the Client to use such materials for the purpose of utilising the Service provided by the Supplier and to the extent that the copyright does not automatically vest in the Supplier, the Client will assign the copyright to the Supplier.

6.2

The Client shall not himself, through his agents, servants or assigns copy or allow to be copied by any means whatsoever any product covered by this contract or the copyright of the Supplier to be infringed in any other way.

6.3

The Client warrants that any Input Materials provided by the Client to the Supplier for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs and expenses or other claims arising from any such infringement.

6.4

6.4.1

No Input Material will be accepted unless accompanied by either (i) a Clients certificate that the work is out of copyright of that the Client owns the copyright; or (ii) the copyright ownerís written consent.

6.4.2

In the event that any Input Materials are accepted by the Supplier without such certificate or ownerís consent the Client shall nonetheless be deemed by requesting the Supplier to process such material to be certifying that there is no third party claim to copyright or any other Intellectual Property Rights therein.

6.5

Negatives and copies or originals of any other Input or Output Material retained by the Supplier shall be kept by the Supplier for a period of 10 years from the date of acceptance at clause 2.1 above but without any liability or responsibility on the part of the Supplier.

7. WARRANTIES AND LIABILITY

7.1

The Supplier warrants to the Client that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the specification and at the intervals and within the times referred to in the specification sheet. Where the Supplier supplies in connection with the provision of the Service any goods supplied by a third party the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

7.2

The Supplier shall have no liability to the client for any loss, damage, costs, expenses or other claims for compensation arising out of any Input Materials provided by the Client of instructions supplied by the Client which are incomplete, inaccurate, incorrect, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival or any other fault of the Client.

7.3

Except in respect of death or personal injury caused by the Supplierís negligence, or as expressly provided in these conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, any duty at common law, or under the express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of the Supplier under or in connection with the contract shall not exceed the amount of the Supplierís charges for the provision of the Service, except as expressly provided in the Conditions.

7.4

The Supplier shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Supplierís obligations in relation to the Service, if the delay or failure is due to any cause beyond the Supplierís reasonable control.

7.5

Without prejudice to the generality of the foregoing provisions of this clause 7 the Supplier shall not be liable to the Client for any minor adjustments or changes to the specification (whether as to size or colour) or otherwise.

8. DISPUTE RESOLUTION

8.1

The Supplier and the Client will attempt in good faith to resolve any dispute or claim arising out of or relating to the Service promptly through negotiation.

8.2

If the matter is not resolved through negotiations between themselves the Supplier and the Client will attempt in good faith to resolve the dispute or claim through an Alternative Dispute Resolution (ìADRî) procedure as recommended to the parties by the Centre for Dispute Resolution.

8.3

If the matter has not been resolved by an ADR procedure within 31 days of the initiation of such procedure or if any of the parties to the dispute decline to participate in an ADR procedure the dispute shall be referred to arbitration in accordance with the procedure set out in sub paragraph 4 below.

8.4

Subject to the foregoing any dispute between the Supplier and the Client under or arising out of the Service shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President of The British Institute of Professional Photography in accordance with and subject to the provisions of the Arbitration Acts 1950 - 1996 or any statutory modification or re-enactment of them for the time being in force.

9. GENERAL

9.1

These Conditions together with the terms, if any, set out in the Supplierís Quotation constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

9.2

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

9.3

No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

9.4

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

9.5

The Client allows the Supplier to display any photograph covered by the Service in its studio or in any portfolio as part of an advertising campaign or as part of any temporary or permanent display and in such other places and for such other lawful purposes as the Supplier may from time to time decide.

9.6

English law shall apply to the contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

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