Adrian Myers Image Archive Ltd. Events Photography Terms and Conditions

This document sets out the terms and conditions relating to the agreement between us

(our Agreement) in relation to photographic services to be provided by us to you in

connection with your event (the Event).

1. Preamble

1.1 We are appointed to provide photographic and/or video filming services (our

Services) to you during the Event. The Services are more particularly detailed in

the attached estimate (the Estimate) and are subject to the specific terms

included within the Estimate.

1.2 You will:

(a) co-operate with us in all matters relating to the Services;

(b) provide, in a timely manner, any information we may reasonably require;

and

(c) pay us the charges for the supply of our Services (the Charges) as set out

in the Estimate.

1.3 If our performance of the Services is prevented or delayed by anything that you,

your agents, subcontractors, consultants or employees do (or don’t do) we will:

(a) not be liable for any costs, charges or losses that you sustain or incur which arise

directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay; and

(c) be entitled to recover any additional costs which we sustain or incur which arise

directly or indirectly from such prevention or delay.

2. Intellectual property rights

We will retain ownership of all intellectual property rights in any material

photographed, filmed, recorded or created by us and, with your express consent

only, we may use the content for our own promotion through social media, web,

digital and print.

3. Charges and payment

3.1 In consideration of the Services we supply, you will pay us the Charges detailed

in the Estimate and this Agreement in accordance with this paragraph.

3.2 We envisage the Charges will not exceed the amounts shown in the Estimate.

However, the Charges may increase if unforeseeable additional work becomes

necessary or if it becomes clear that the nature and/or scale of the Event will

change. In such circumstances we would agree an appropriate revision to our

Charges with you.

3.3 All amounts you pay exclude any amounts in respect of value added tax (VAT),

which (if applicable) you shall also be liable to pay to us at the prevailing rate,

subject to receipt of a valid VAT invoice from us.

3.4 50% of the Charges, by way a non-refundable deposit, must be paid to us within

seven (7) days of your acceptance of this Agreement.

3.5 We will submit invoices for the balance of the Charges (plus any VAT) to you at

the times specified in the Estimate but in any event the full balance of Charges

due must be paid with seven (7) days following the last day of the Event, unless

otherwise agreed in writing. Please note that the editing process for the Event will

only start after the final sum has been received.

3.6 Unless otherwise agreed by us, you shall pay each invoice submitted within

seven (7) days of receipt (the Due Date), to our bank account in the UK, details

of which are shown in the Estimate.

3.7 If you fail to make the payment referred in in clause 3.4 and any further payment

due by the Due Date, then, without limiting our remedies under paragraph 5, we

may suspend the provision of all Services until payment has been made in full.

3.8 All amounts due under the Agreement shall be paid by in full without any set-off,

counterclaim, deduction or withholding (other than any deduction or withholding

of tax as required by law).

4. Limitation of liability

4.1 We accept no liability for loss, damage or consequential loss caused by our

failure to perform our obligations (whether that failure is due to negligence on the

part of the company, its officers, employees or subcontractors or due to other

causes).

4.2 We will make every effort to ensure our cameraman or photographer records

your Event in full. Backup cameras are carried to minimise problems that may be

caused by equipment failure. However, there are some circumstances which are

beyond our control for which we cannot be held accountable.

4.3 Nothing in the Agreement limits any liability which cannot legally be limited,

including liability for:

(a) death or personal injury caused by our negligence; and

(b) fraud or fraudulent misrepresentation.

5. Ending the Agreement

5.1 Without affecting any other right or remedy available to you or us, either of us

may end our Agreement with immediate effect by giving written notice to the

other if one of us commits a material breach of any term of the Agreement which

cannot be remedied or (if such breach is remediable) the defaulting party fails to

remedy that breach within a reasonable period of time after being notified to do

so.

5.2 Without affecting any other right or remedy available to us, we may end the

Agreement with immediate effect by giving you written notice if you fail to pay any

amount due under the Agreement by the Due Date.

5.3 In the event that you unilaterally wish to end the Agreement, you may do so by

giving us written notice and the following cancellation fees will apply:

More than 45 days before the Event

start date

25% of the remaining Charges

Between 31 and 45 days before the

Event start date

50% of the remaining Charges

 

Between 14 and 30 days before the

Event start date

95% of the remaining Charges

14 or less days before the Event start

date

100% of the remaining Charges

5.4 On termination of the Agreement for whatever reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices

and any cancellation Charges detailed in clause 5.3 and, in respect of

Services supplied but for which no invoice has been submitted, we may

submit an invoice, which shall be payable immediately on receipt;

(b) any provision of the Agreement that expressly or by implication is

intended to come into or continue in force on or after termination or expiry

of the Agreement shall remain in full force and effect; and

(c) termination or expiry of the Agreement shall not affect any of the rights,

remedies, obligations or liabilities of either of us that have accrued up to

the date of termination or expiry.

6. Filming and photography of live music and performers

You are responsible for ensuring that rights to film and record live acts, choirs,

artists and performers has been agreed between you and the performers (the

Performance Permissions). A number of performers may require additional

payment to allow their performances to be filmed for which you are directly

responsible. If you are in any doubt as to whether Performance Permissions are

in place, please confirm with the performers or their agents directly. We will not

be responsible for being prevented from filming or photographing any act or

performance at the Event if no Performance Permissions are in place.

7. General

7.1 Force majeure. Neither of us shall be in breach of the Agreement nor liable for

delay in performing, or failure to perform, any of our obligations under the

Agreement if such delay or failure result from events, circumstances or causes

beyond our reasonable control.

7.2 Assignment and other dealings. Neither of us may assign, transfer nor deal in

any other manner with any or all of our rights and obligations under this

agreement without the other’s prior written consent.

7.3 Confidentiality.

7.3.1 Each of us agrees and undertakes with the other that we shall not at any time

disclose to any person any confidential information concerning the business,

affairs or clients (as the case may be) of the other party except as permitted by

paragraph 7.3.2;

7.3.2 Either of us may disclose the other party's confidential information:

(a) to our employees, officers, representatives or advisers who need to know

such information for the purposes of carrying out their obligations in

relation to the Event or, in our case, under the Agreement. Each of us

shall use all reasonable endeavours to ensure that any such parties to

whom we disclose the other party's confidential information comply with

this paragraph 7.3; and

(b) as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

7.3.3 Neither of us shall use the other party's confidential information for any purpose

other than to perform our obligations under the Agreement.

7.4 Entire agreement. This Agreement constitutes the entire agreement between us

and supersedes and extinguishes all previous agreements, promises,

assurances, warranties, representations and understandings between them,

whether written or oral, relating to the Event.

7.5 Variation. No variation of the Agreement shall be effective unless it is in writing

and signed both of us.

7.6 Notices.

7.6.1 Any notice or other communication given one of us to the other under or in

connection with the Agreement shall be in writing and shall be sent by email to

the last known e-mail address of the receiving party or our last known address if

sent by post or hand.

7.6.2 Any notice or communication shall be deemed to have been received at the time

of transmission, or, if this time falls outside business hours in the place of receipt,

when business hours resume.

7.7 Third party rights. The Agreement does not give rise to any rights under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of the

Agreement.

7.8 Governing law and Jurisdiction. The agreement, and any dispute or claim

(including non-contractual disputes or claims) arising out of or in connection with

it shall be governed by and construed in accordance with the law of England and

Wales; and each of us agrees that the courts of England and Wales shall have

exclusive jurisdiction to settle any dispute or claim (including non-contractual

disputes or claims) arising out of or in connection with the Agreement.

PLEASE ALSO NOTE THE FOLLOWING IMPORTANT INFORMATION

The Edit-Photography and Video Service

Our Services include an “Editor’s Cut” edit, unless otherwise excluded in this Estimate.

Where photography services only are provided, the editing process will consist of a

basic clean up. This includes contrast and levels adjustments and colour correction

only. It does not include more complex retouching of photographs, which is available

at additional cost. The current daily edit or retouching rates are available on request.

The editor will use his or her discretion for creative and music placement decisions

where required. If a personal choice of music is requested, you should give us your

choice of music for use in the edited video prior to the filming of the Event, or as soon

as possible afterwards. Editing of the Event will not commence until that list is

received.

Re-edits

You will receive a link to the first edit via e-mail, and any requests for changes

must be made within fourteen (14) days. Thereafter, unless already agreed, the

edit will be deemed accepted by you and DVDs and Blu-ray Discs will be prepared

as agreed. Delivery will be by either by First Class Recorded Delivery via Royal

Mail or via FedEx.

Any additional requested changes to your video or photographs will be charged at the

then prevailing daily edit rate.

Delivery of Product

The editing process can take between one to three weeks for photography and six to

nine weeks for video. The duration is dependent upon the time of year, and how

many cameras were used during the Event.

Feedback and Issues

Any editorial feedback or issues must be received in writing not more than 14 days

after receipt of the final video, photographs or product. If no feedback has been

received after 14 days, the edited video, photographs or product will be deemed as

“Approved”. Where there is a technical issue, there is no limit on the time to respond.