JONATHAN PRIME LTD 
 
TERMS AND CONDITIONS
  1. Terms and conditions
    1. These terms and conditions together with the order information you agree with Jonathan Prime Ltd will form a binding contract between Jonathan Prime Ltd (“Jonathan Prime”) and the Client who orders photographic and / or video services from Jonathan Prime and which shall constitute the entire agreement between the Client and Jonathan Prime and apply to any trading agreement or other contract or arrangement between the Client and Jonathan Prime;
    2. These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing and signed by Jonathan Prime.
  2. Definitions
    1. For the purposes of this agreement, the following expressions shall have the following meanings: “Client Content” shall mean all materials and 3rd party services provided by the Client to Jonathan Prime for inclusion or incorporation into the Photographs and / or Videos or to be used in conjunction with the Photographs and / or Videos. “The Fees” shall mean any estimate of the fees for undertaking photographic and / or video works given to the Client by Jonathan Prime. “The Delivery Date" shall mean the date agreed by the Client and Jonathan Prime for delivery of the Photographs and / or Videos. “The Photographs and / or Videos” shall mean the photographic and / or video works requested by the Client and supplied by Jonathan Prime in accordance with this agreement. “The Shoot Date” shall mean the date agreed by Jonathan Prime and the Client upon which the Photographs and / or Videos will be created.
  3. Jonathan Prime
    1. In consideration of the payment by the Client to Jonathan Prime of the Fees, Jonathan Prime agrees on the Shoot Date, to create the Photographs and / or Videos in accordance with the Proposal (where such exist), with reasonable and due care in accordance with and subject to these terms.
    2. Jonathan Prime undertakes that the Photographs and / or Videos shall be faithful to the basic conceptualisation of the underlying works, pitch or proposal and reflect the same standards of quality and integrity.
  4. Client
    1. The Client will co-operate with and act in good faith towards Jonathan Prime and provide on request such source materials as are required to create the Photographs and / or Videos (including the Client Content) which Jonathan Prime may incorporate into the Photographs and / or Videos or Jonathan Prime may require to carry out its obligations hereunder.
  5. Payment
    1. The Client shall pay Jonathan Prime the Fees without deduction or setoff (with VAT thereon) within 30 days after the completion of the work.
    2. The Client shall provide Jonathan Prime with all such information and material as he may reasonably request for the purpose of generating a valid invoice for payment of the Fees, including, where required, the provision of purchase order references before any work starts.
    3. Any Fees communicated to the Client by Jonathan Prime is an estimate only. The Fees shall be set on the basis set out from time to time on the website of Jonathan Prime and may be less than, or more than, the Fees.
    4. Jonathan Prime may charge additional Fees in accordance with his then prevailing rates in the event of:
      1. delays or additional works caused or required by the Client including its failure to properly and / or timeously provide Jonathan Prime with such information, Client Content, instructions, media or approvals as are reasonably required for the supply of the Photographs;
      2. changes to the cost of labour, materials, services and other circumstances outside of Jonathan Prime’s reasonable control;
      3. Client requiring the supply of Photographs and / or Videos, goods and services in addition to those requested or any variations to the Photographs and / or Videos;
      4. agreed third party expenses.
    5. In the event that the Client requires any change or alteration to the Photographs and / or Videos (“Change”), Jonathan Prime and the Client shall, prior to the Change being effective or implemented, agree:
      1. the nature of the Change;
      2. the procedures for implementation of such Change; and
      3. the variation to the Fees.
    6. Until any Change is formally agreed between the Client and Jonathan Prime, Jonathan Prime will continue to perform and be paid for the Photographs and / or Videos as if the Change had not been proposed, unless otherwise requested by the Client.
    7. All and any Changes to the Photographs and / or Videos shall be reflected and accompanied by appropriate amendments to the Fees.
    8. Jonathan Prime shall be entitled to charge interest on any overdue payment at the rate of 4% over base rate of the Bank of Scotland at the time.
  6. Intellectual property rights / confidentiality
    1. All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Jonathan Prime, in supplying the Photographs and / or Videos and under this Agreement will vest in and belong to Jonathan Prime unless otherwise agreed in writing and signed by both Parties. Jonathan Prime may include within the Photographs and / or Videos reasonable copyright notice and credit. Jonathan Prime hereby grants the Client unlimited world wide web display usage licence throughout the Internet and 2 years UK or any single country – any three media usage licenses being conditional upon receipt by Jonathan Prime of the Fees in accordance with clause 5 above. In the event that the Fees are not paid in accordance with clause 5 above, or if the Client rejects the Photographs and / or Videos in accordance with clause 7.5 below, the licence granted in this clause 6.1 will be deemed to be terminated
    2. The licence granted in clause 6.1 above shall apply only to the visual image contained within the Photographs and / or Videos which Jonathan Prime is specifically requested to proceed with and not to any original ideas, concepts or proposals of Jonathan Prime pitched or suggested to the Client, all of which shall be retained by Jonathan Prime.
    3. The Client grants Jonathan Prime a non-exclusive royalty free licence to use the Photographs and / or Videos as part of a portfolio of the Photographer's work.
    4. The Client undertakes to Jonathan Prime to indemnify and hold harmless Jonathan Prime in full and defend at its own expense Jonathan Prime against all costs, damages and losses incurred by it arising out of its use of the Client Content.
    5. Jonathan Prime warrants to the Client that the Photographs and / or Videos shall not infringe the Intellectual Property Rights of any third party.
    6. Each Party undertakes that it will keep secret and confidential any information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Photographs and / or Videos and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause);
  7. Delivery, inspection and acceptance
    1. Jonathan Prime shall, on the Delivery Date, send the Client the Photographs and / or Videos via ftp. If the Client requires delivery of the Photographs in any other format or by any specified method of delivery, the Client shall meet such additional costs (if any) incurred by reason of that requirement.
    2. The Photographs and / or Videos shall only be treated as being defective if both the Client and Jonathan Prime agree that the Photographs and / or Videos are below the specific resolution communicated by the Client to Jonathan Prime (if any) or any commonly observed specific requirements as are suitable for the required media in which the Photographs and / or Videos are intended to appear.
    3. The Client shall not be entitled to claim that the Photographs and / or Videos are defective in accordance with clause 7.2 where:
      1. it has already approved the Photographs and / or Videos, including by email; or
      2. it or its directors, agents, employees or any other person acting under its instructions has been active in the art direction applied to the Photographs and / or Videos, including by email;
    4. The Client shall inspect the Photographs and / or Videos upon delivery and shall notify Jonathan Prime in writing within five days if it wishes to claim that the Photographs and / or Videos are defective in accordance with clause 7.2 above whereupon Jonathan Prime shall, if such defect is proved, be given five business days within which to remedy the same.
    5. In the event that it is not possible for Jonathan Prime to remedy any defect in the Photographs and / or Videos in accordance with clause 7.4 above and before any deadline set by a third party for the delivery of the Photographs and / or Videos by the Client, the Client shall be entitled to reject the Photographs and / or Videos to withhold Payment of the Fees.
    6. If the Client fails to alert Jonathan Prime in writing of any defects in the Photographs and / or Videos within five business days of delivery then the Client shall be deemed to accept the Photographs and / or Videos.
  8. Liability and warranty
    1. Subject to clause 8.2 below, Jonathan Prime’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by Jonathan Prime to the Client for the Photographs and / or Videos.
    2. Nothing in this Agreement shall limit the liability of (i) either party for death or personal injury caused by its negligence; (ii) Jonathan Prime for any damages, losses and expenses suffered by the Client and arising due to Jonathan Prime’s breach of clause 6.5 above.
    3. Jonathan Prime shall not be liable to the Client for any consequential loss or damage.
    4. When instructions or advice are given or received orally by Jonathan Prime, he shall have no liability to the Client for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations.
    5. Jonathan Prime shall have no liability to the Client in respect of the Client Content. On completion of the Photographs and / or Videos the Client agrees to collect the Client Content within 2 months of completion of the works, failing which, Jonathan Prime may dispose of it.
  9. Legislation and third party materials
    1. The Client shall be responsible for all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Photographs and / or Videos including without limitation any obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998; Disability Discrimination Act 1995 and equivalent legislation. Jonathan Prime shall not be liable to Client in relation to such legislation and gives no warranty, representation or undertaking in relation thereto, unless agreed in writing otherwise.
    2. Jonathan Prime gives no warranty, representation or undertaking in relation to any third party materials or works.
    3. Subject to and provided that Jonathan Prime acts in accordance with this clause 6 above, the Client agrees that it is responsible for its selection and use of all Photographs and / or Videos and contracting with any third parties in relation thereto.
    4. Subject to the foregoing, Jonathan Prime shall have no liability to the Client whatsoever in relation to the Photographs and / or Videos and gives no warranty and makes no representation as to whether Photographs and / or Videos contain or are free from racist, defamatory, sexually explicit, inflammatory, obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.
  10. Termination and cancellation
    1. Jonathan Prime shall be entitled to terminate this Agreement upon the Client’s material breach (including without limitation non-payment of any sum due) unless the Client remedies such breach within seven business days of its occurrence.
    2. Jonathan Prime will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Jonathan Prime including without limitation Internet outages, communications outages, fire, flood or war.
    3. In the event that the Client wishes to cancel the creation of the Photographs and / or Videos by Jonathan Prime or the provision of photographic and / or video services in accordance with this Agreement (save in the event of a material breach by Jonathan Prime of a fundamental term of this Agreement) at any time, Jonathan Prime shall be entitled to recover the following proportions of the Fees:
      1. where such cancellation is communicated to Jonathan Prime in writing more than two calendar weeks (fourteen days) in advance of the Shoot Date Jonathan Prime shall not be entitled to any proportion of the Fees;
      2. where such cancellation is communicated to Jonathan Prime in writing within the period between one and two calendar weeks (eight to fourteen days) in advance of the Shoot Date, Jonathan Prime shall be entitled to recover 50% of the Fees;
      3. where such cancellation is communicated to Jonathan Prime in writing within the period of four to seven days before the Shoot Date, Jonathan Prime shall be entitled to recover 75% of the Fees;
      4. where such cancellation is communicated to Jonathan Prime in writing within the period of three days before the Shoot Date, or if any such cancellation is not communicated to Jonathan Prime at all, Jonathan Prime shall be entitled to recover 100% of the Fees;
    4. During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of Jonathan Prime or any person employed or engaged by Jonathan Prime in relation to its provision of the services in the 6 months prior to expiry or termination of this Agreement, or entice them to transfer their employment or services.
  11. General
    1. Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
    2. If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.
    3. No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
    4. The Client shall not assign the benefit or burden of this Agreement without the prior written consent of Jonathan Prime.
    5. No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
    6. These Terms are made and shall be construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.
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