Service to be Provided
Kestrel Media Ltd (the Company) will carry out photography in accordance with an order made by you and accepted by the Company. These terms (taken together with the agreed order) shall govern the contract between you and the Company to the exclusion of any other terms between you and the Company.
Orders
The Company will normally require you to complete an order form for the services requested (the goods) and such orders will not be deemed to be accepted by the Company unless and until confirmed in writing by the Company.
Price and Payment Terms
The price of the goods to be provided shall be agreed between you and the Company and in accordance with the Company's standard order form governing at the time. The terms of payment shall be as set out in these terms and the order form. A deposit of 25% of the estimated fee is normally required prior to the assignment taking place with the balance due 30 days after providing the ordered goods.
The Company reserves the right to increase the price of the goods if there is a change in any delivery dates, quantities or specifications for the goods which are requested by you and agreed on the order form or any delay caused by any of your instructions or your failure to give the Company adequate information or instructions.
The price quoted to you is exclusive of any applicable Value Added Tax which you will be liable to pay to the Company in addition to the price.
The time of payment of the price shall be of the essence of the contract.
Cancellations
Notice of cancellation by you must be received by the Company at least 3 days prior to the planned assignment date to avoid possible loss of deposit.
Delivery
Delivery of the goods shall be made within a reasonable period following completion of the site visit by the Company.
Risk and Property
Risk of damage to or loss of the Goods shall pass to you upon delivery.
Reproduction Rights, Copyright and Moral Rights
Full personal reproduction rights of the commissioned material supplied shall pass to you upon settlement in full of the final invoice. Copyright of all photographic images supplied is retained by the Company. Use made of the images by any third party should only be made following written permission from the Company. The Company reserves the right to charge third parties a reproduction fee. The Company asserts its right to be recognised as the author of the photographs commissioned or otherwise and an appropriate statement shall be made whenever any image is published or displayed to that effect.
The Company shall be deemed to have your automatic permission to use the material in any promotional materials so far as is reasonable and unless you expressly state otherwise in writing.
All Web site design, text, graphics, photographic images, the selection and arrangement thereof, and all software compilations, underlying source code, software and all other material on the Company Web site are copyright of the Company. All rights are reserved to the Company. Permission is not granted to electronically copy and to print in hard copy portions of the Company Web site. Any use of materials on this Web site--including reproduction, modification, distribution or republication--without the prior written permission of the Company is strictly prohibited.
Permission to conduct photography
You will be responsible for obtaining any permission required to enable the Company to carry out the photography requested by you. In the event that any such permission is not obtained it shall be treated as an event of force majeure for the purposes of the paragraph referred to above.
Disclaimer
Except in respect of death or personal injury caused by the Company's negligence or liability for defective products under The Consumer Protection Act 1987, the Company shall not be liable to you by reason of any representations (unless fraudulent) OR any implied warranty condition or other term, or any duty in common law, or under the express terms of the contract, for loss of profit or for any indirect, special or consequential loss of damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the contract or at all) or their use or resale by you, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the Goods paid by you, except as expressly provided in these terms.
Force Majeure
The Company shall not be liable to you or be deemed to be in breach of the contract with you by reason of any delay in performing, or any failure to perform any of the Company's obligations in relation to the Goods, if the delay or failure were due to any cause beyond the Company's reasonable control. Without limiting the foregoing the following shall be regarded as causes beyond the Company's reasonable control:-
1. Act of God, explosion, flood, tempest, fire or accident;
2. War or threat of war, sabotage, insurrection, civil disturbance or requisition;
3. Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any Governmental, Parliamentary or Local Authority;
4. Import or export regulations or embargoes;
5. Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or any third party);
6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7. Power failure or breakdown in equipment or machinery;
8. Failure to obtain requisite permission (see below);
9. Weather constraints (see below).
If any of the events referred to in the previous paragraph shall occur the Company shall be entitled to fulfil the order at any time prior to the expiry of 28 days from the onset of the event in question at the Company's option. If more than 28 days shall expire following the onset of the event, absent any further agreement between the Company and you, the contract shall be treated as null and void.
Weather Constraints
You accept that a successful external assignment is dependent upon suitable weather conditions and for them to be forecast accurately. In particular weather conditions may cause operational constraints and there may be other difficulties encountered by poor weather. If the weather on the day is not as forecast and the assignment needs to be postponed the Company will normally make no additional charge for a return visit to complete the work for you. However, due to weather and other constraints the Company cannot guarantee completion by any specific dates and therefore cannot be held responsible for any missed publishing or other deadlines or other consequences involving the timing of the commissioned work.
General
A notice required or permitted to be given by the Company or you under these terms shall be in writing addressed to the other party at the registered office of the Company or at such address as you may have notified to the Company.
No waiver by the Company of any breach of the contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.
Any dispute arising under or in connection with the contract or the sale of the Goods to you shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the president for the time being of and in accordance with the rules of the Chartered Institute of Arbitrators.
Jurisdiction
The contract shall be governed by the laws of England and you agree to submit to the non exclusive jurisdiction of the English Courts.