1. GENERAL

1.1

The Supplier is Richard Johnson trading as Kamara Digital Photographic Studio.

1.2

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

2. SUPPLY OF PHOTOGRAPHIC SERVICE

2.1                 

The Supplier shall provide the service (“the Service”) requested by the Client in accordance with the specification set out in the Supplier’s booking form (“Booking Form”) and upon the signature of the Booking Form by the Client and its delivery to the Supplier the terms of the Booking Form and these Terms and Conditions shall apply.  Any changes or additions to the Booking Form 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 his 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                 

2.3.1 The Supplier shall perform his duties in accordance with the Booking Form and otherwise in accordance with the Supplier’s 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 Supplier’s judgement shall be paramount.

2.3.2 The Supplier shall endeavour to photograph all subject and persons requested by the Client but the Supplier accepts no responsibility for any omission in this regard.

2.3.3 The Client acknowledges that in the course of a function or ceremony the Supplier’s activities may be constrained by the requirements of others; consequently the views angles and projections may not be the Supplier’s choice; consequently the Supplier does not accept responsibility for any obstructed or limited views should this arise.

2.4 The Supplier may at anytime without notifying the Client make changes to the Service which are necessary to comply with an applicable safety or other statutory requirement, or which does not materially affect 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 Booking Form or, where no quotation has been provided, a figure calculated in accordance with the Supplier’s 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 Supplier’s sole discretion, are required as a result of the Client’s 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                 

A Booking fee of £400.00 shall be paid on the signing of the Booking Form and the balance (“the Balance”) shall be paid (unless the Booking Form stipulates otherwise) upon the collection of  the contact photographs,  and other materials to be delivered into the possession of the Client (hereinafter called “the Portfolio”)


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

If payment is not made within 14 days of the Supplier having notified the Client that the Portfolio is ready for collection 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.

4. CANCELLATION

If the Client cancels the booking the following will apply:-


4.1                 

75% of the booking fee will be refunded and the Balance waived if the Supplier is able to replace the booking with an alternative booking of a similar nature.


4.2                 

The booking fee will be forfeited if the Supplier is unable to replace the booking as aforesaid but the Balance will be waived.

5. RISK AND RETENTION OF TITLE

5.1                 

Risk of damage to or loss of the Portfolio shall pass to the Client when the Suppliers notifies the Client that the Portfolio is available for collection or in the case of the Portfolio, to be delivered otherwise that at the Supplier’s premises at the time of delivery.


5.2                 

Notwithstanding delivery and passing of risk in the Portfolio or any other provision of these conditions the property in the Portfolio 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

Negatives and copies or originals of any photographs or other materials 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 contained in the Booking Form but the Client accepts no responsibility for any slight alteration of colours throughout the photographs due to any variety of lighting conditions during the day and the limitations of digital technology which cannot always reproduce exact colour and lightness.


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 Supplier’s 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 Supplier’s 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 Supplier’s obligations in relation to the Service, if the delay or failure is due to any cause beyond the Supplier’s 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 (“ADR”) 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 Supplier’s 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.