1. The “Service” shall be defined as a bespoke designed A3 calendar for 2020 comprising of 12 individual shots of the Client’s chosen “Footballer”, provided on the following basis:
1.1 The Photographer will take photographs of the Client’s chosen Footballer during a pre-agreed match.
1.2 The Photographer will provide a link via email to 15 digital proofs of the Footballer within 72 hours of the match.
1.3 Should the original match yield less than 15 images, the Photographer will take additional photographs of the Footballer during a second pre-agreed match.
1.4 The Client will select 12 final images and notify the Photographer via email within 72 hours of receiving the link, unless previously agreed in writing.
1.5 The Photographer will arrange for design and printing of the calendar and delivery to the Client.
1.6 Calendars will be delivered to the Client by the deadline of 1 December 2019.
Term of Agreement
2. The “Term” shall begin on the date of this “Agreement” and will remain in full force and effect until the completion of the Service as defined in Clause 1.
3. Payment of the deposit confirms the Client’s agreement to these Terms and Conditions, and to receive the Services as set out in Clause 1.
4. The Service fee is £20 per calendar and is to be paid for by cash, debit card or bank transfer as follows:
4.1 a non-refundable deposit of 50% of the total cost by kick off of the pre-agreed match, followed by
4.2 the remaining balance on receipt of the calendar(s).
Intellectual Property Rights
5. All intellectual property and related material (“IPR”) that is developed or produced under this Agreement will be the property of the Photographer, the Client is granted a non-exclusive limited-use license of this IPR.
6. Title, copyright, intellectual property rights and distribution rights of the IPR remain exclusively with the Photographer.
7. The Client’s personal details and the emails containing links to photographs shall be deleted from the Photographer’s electronic databases within one calendar month from the date of receipt of calendars.
8. In providing the Services under this Agreement it is expressly agreed that the Photographer is acting as an independent contractor and not as an employee. The Photographer and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
9. Except to the extend paid in settlement from any applicable insurance policies, and to the extend permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective affiliated officers, agents, employees and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
10. The Photographer’s liability shall be limited to the total cost of the Service and the Photographer shall not be liable for any other direct or indirect costs or losses of the Client.
Modification of Agreement
11. Any amendment or modification of this Agreement or additional obligations assumed by either Party in connection with this Agreement will only be binding if both Parties agree to such amendment or modification.
12. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
13. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
14. This Agreement will be governed by and constructed in accordance with the laws of England.