Ian Jones Photography Limited General Terms & Conditions of Trading

    1. ‘Seller’ means Ian Jones Photography Limited.
    2. ‘Client’ means the person, firm or company placing an order with the Seller.
    3. ‘Conditions’ means these terms and conditions.
    4. ‘Contract’ means the contract for the supply of Services formed by the Client’s acceptance of the Conditions which (however made or communicated) shall be deemed accepted by the Client by it placing an order with the Seller for the Seller to supply Services.
    5. ‘Estimate’ means an indication given by the Seller to the Client of the approximate Fee for the provision of Services to the Client.
    6. ‘Expenses’ means costs incurred by the Seller in performing the Services.
    7. ‘Fee’ the price excluding V.A.T. and Expenses for supplying the Services to the Client.
    8. ‘Intellectual Property Rights’ means those rights set out in the Copyright, Designs and Patents Act 1988 as that act may be amended from time to time.
    9. ‘Photograph’ means and includes all photographic and image bearing or carrying material furnished by the Seller pursuant to providing the Services to the Client, including but not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic or any other material or media in existence now or yet to be discovered, developed or invented.
    10. ‘Services’ means any services which are to be supplied to the Client by the Seller pursuant to these Conditions.
    1. The terms of the Contract shall solely be these Conditions and any other special conditions communicated to the Client by the Seller unless otherwise expressly agreed in writing by the Seller. Terms and conditions on the Client’s order form or other similar document shall not be binding on the Seller and the placing of an order by the Client for Services shall indicate Client’s unqualified acceptance of these Conditions and the Sellers special conditions as the sole Contract terms.
    2. No representative, agent, employee, contractor or sales person has the Seller’s authority to vary, amend or waive any of these Conditions on behalf of the Seller and no amendment or addition to any of these conditions shall be deemed to have been accepted unless agreed in writing by the Seller.
    1. If the Seller agrees to deliver the Photographs to an address within the UK nominated by the Client, then unless otherwise agreed, delivery of the Photographs will be made at the expense of the Client by any method of transportation regarded as suitable by the Seller at its discretion. Delivery shall be effected and risk but not title pass when delivery is made at the nominated address.
    2. If the Client agrees to collect or arrange for the collection of the Photographs from any of the Seller’s premises, delivery shall be effected and risk but not title pass when the Photographs are handed to the Client or its carrier at the Seller’s premises.
    3. Although the Seller will use all reasonable efforts to meet delivery dates for Photographs it shall not be liable to the Client for any loss or damage whether direct, indirect or consequential if through no fault of its own it is delayed or prevented in whole or in part from delivering the Photographs.
    4. If the Client refuses or fails to take delivery of the Services on the date of delivery the Seller will be entitled at its discretion to store the Services at the risk of the Client and the Client shall in addition to the invoiced amount pay all costs and expenses of such storage and any extra costs of carriage incurred.
    5. All Photographs must be inspected by the Client immediately on delivery. If any Photographs are damaged or lost or if there has been a short delivery, the Client must submit a detailed claim in writing to the Seller within 7 days of delivery of the Photographs.
    1. The Seller may alter its quoted prices without notice.
    2. The Fee is exclusive of Value Added Tax, customs duties and all other taxes, duties and Expenses in respect of the Services, all of which shall be added to the price for the Client’s account unless otherwise stipulated in writing by the Seller.
    3. Where extra expense either of material or time is incurred by the Seller as a result of the actions or inactions of the Client (for instance the altering of the original brief) the Client shall be liable to such extra expenses or fees, in addition to the fees and expenses shown on the Estimate.
    1. Unless otherwise agreed in writing by the Seller payment of the Fee will be made in Pounds Sterling and strictly within 30 days of the issue of the invoice for the Services.
    2. Where payment is overdue further charges may be made for any additional statement, letter (whether as an email, fax, etc.) issued for the recovery of the outstanding invoiced amount of not less than £15.50 plus VAT.
    3. If payment is overdue the Seller may, without prejudice to its other rights, charge the Client interest (both before and after any judgment) at the rate charged by the Natwest Bank Plc for unauthorised borrowing calculated on a day-to-day basis on the balance outstanding until payment is made in full.
    4. The Client is liable to the Seller for all of the Seller’s costs incurred in recovering any overdue invoiced amounts. These costs include but are not limited to legal fees and bank charges for dishonoured cheques, etc..
    5. Where a Client is a limited company and whether or not that company has gone into liquidation, the individual directors of that company will be personally responsible for all outstanding invoiced amounts and costs the Seller is owed by the Client.
    6. If the Fee invoiced is a discounted price and if such discounted price has not been paid in full within 7 days of the date of invoice the Seller may, without prejudice to its other rights, withdraw the discount offered and demand the full price for the relevant Services.
    7. The Client shall not purport to set off or withhold any payments claimed or due to the Seller under this or any other contract.
    8. If payments received from the Client are not stated to refer to a particular invoice the Seller may appropriate such payments to any outstanding invoice. Sums payable in respect of Services shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Client has been met on presentation or otherwise honoured in accordance with its terms.
    1. The Seller shall retain title to and ownership of the Photographs until it has received payment in full of all sums due for all Services supplied to the Client whether under this or any other contract.
    2. Until title in the Photographs passes to the Client, the Seller may at any time retake, sell or otherwise deal with the Photographs and for these purposes shall be entitled at any time without notice to enter any premises where the Seller reasonably believes all or part of the Photographs are stored and recover its Photographs that are there. This clause shall be without prejudice to Seller’s rights to sue for the sale price of its Services.
    1. The Services and Photographs shall be provided in a manner that conforms to industry standard.
    2. Where Photographs are supplied without the benefit of any manufacturer’s guarantee or warranty the Seller shall at its option replace, repair or refund the price paid for the Services proved to its reasonable satisfaction to be defective, provided in each case:
      1. the Client as soon as reasonably practicable and in any event within 14 days after delivery informs the Seller of the alleged defect and if requested by the Seller returns the complained about Photographs carriage paid; and
      2. no unauthorised alterations have been made to the alleged defective Photographs; and
      3. the Photographs have been stored, installed, maintained and used in a proper environment, with reasonable care and in accordance with any instructions supplied and the Client provides full information and documentation to verify compliance with these conditions.
    1. The Seller’s liability to the Client in respect of breach of contract shall be limited to the price paid (and not refunded) for the Services. The Seller shall have no liability to the Client in respect of indirect, special, consequential or economic loss, loss of contracts, revenue, goodwill, profits or other benefits whether arising from breach of contract, statutory duty, negligence or in any other way. Nothing in this clause shall affect Client’s statutory rights in respect of personal injury claims.
    2. It is for the Client to ensure that all necessary third party rights, model releases, clearances or consents required in relation to taking and reproducing the Photographs are obtained. Client acknowledges and agrees that the Seller gives no warranty express or implied that any such rights, releases or consents are or will be able to be obtained by the Seller pursuant to providing its Services. The Seller shall only be responsible for obtaining those clearances it has expressly in writing agreed to clear. Such agreement to be made before the shoot or shoots comprised in the Services begins.
    3. The Client shall fully indemnify the Seller against any loss or damage incurred by the Seller as a result of any Services supplied to the Client by the Seller infringing the Intellectual Property Rights of a third party through Client’s neglect or failure to clear all rights associated with the subject matter (both primary and incidental) of the Services. Save where a Photograph has been validly licensed to Client by Seller, Seller makes no representation or warranty that use of the Photographs shall not infringe the rights of any third party and the Seller accepts absolutely no liability in this respect.
    1. Should the Client fail to settle an invoice on time or otherwise be in breach of a Contract with the Seller or compound with or execute an assignment for the benefit of its creditors or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or allow a receiver or administrative receiver to be appointed over all or any part of its assets or take or allow any similar action in consequence of debt or become insolvent or should the Seller have reasonable cause to believe that any of these events is likely to occur, the Seller may, by one day’s notice in writing to the Client, without prejudice to any other rights, immediately stop or suspend or cancel any uncompleted part of the Contract or require payment in advance or satisfactory security for further delivery of Services.
    1. The Seller shall not be liable to the Client for any loss or damage caused to or suffered by the Client as a direct or indirect result of the supply of Services by the Seller being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Seller including, without limitation, circumstances affecting the provision of all or any part of the Services by the Seller’s usual source of supply or delivery or by the Seller’s normal route or means of delivery.
  11. WAIVER
    1. The failure of the Seller to insist upon the strict performance of any of the Conditions shall not be construed as a waiver of the whole or part of these Conditions and shall in no way affect the Seller’s right to enforce any previously waived provision later.
    1. If any of the Terms and Conditions of the Contract (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such term or condition (or part thereof) shall not affect any other term or condition (or the other part of the term or condition of which such invalid, ineffective or unenforceable part forms part) and all terms and conditions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full force and effect.
    1. The Seller retains copyright in the Photographs at all times and for all territories throughout the World and Universe, and its photographers assert and retain their moral rights under Chapter IV of the Copyright, Designs and Patents Act 1988. Upon settlement in full of the invoice for Services the Seller shall license the Photographs to Client by way of a separate licence agreement, the terms of which shall have been agreed between the Seller and the Client as part of the Services.
    1. Save for any associated company of the Seller, and as expressly provided in these terms no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
    1. Unless a rejection fee has been agreed in advance, there is no right to reject Photographs on the basis of style or composition.
    2. Where the Client cancels a booking for Services up to forty eight hours before the time the Services were to be delivered it shall pay the Seller a cancellation charge of fifty per cent of the Fee;. If the Client cancels a booking for Services less than forty eight hours before the time the Services were to be delivered, the full Fee shall be payable.
    1. The Seller will keep confidential and will not disclose to any third party (except where compelled by law to do so) any of Client’s information communicated in confidence save as may be reasonably necessary to enable the Services to be performed.
    1. The construction, validity and performance of this Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English court.