Standard Terms & Conditions
Terms and Conditions
1 Definitions
1.1 In these Terms and Conditions, the following Definitions apply:
“The Agreement” means these terms and conditions and the Client Brief which together comprise the Agreement between the Photographer and the Client for the supply of Goods and/or Services.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Charges” means the charges payable by the Client for the supply of the Goods and/or Services and/or the IPR Charge in accordance with clause 2.2.
“The Client” means the party requiring the Goods and/or Services set out in the Client Brief.
“The Client Brief” means the document identifying the Goods and/or Services and/or the Intellectual Property Rights attached to these terms and conditions to be provided by the Photographer to the Client under the Commission.
“The Commission” means the work performed by the Photographer for the Client of which the Goods and/or Services and/or Intellectual Property Rights and as described in the Client Brief form part.
“The Commencement Date” is the date defined by clause 2.2 or date of Agreement??
“The Goods” means the images produced by the Photographer in whatever medium.
“Intellectual Property Rights” means all copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, moral rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“IPR Charge” means the Charge agreed by the Photographer and the Client for the transfer of any Intellectual Property Rights as described in the Client Brief
“The Licence” is the licence for Intellectual Property Rights granted to the Client by the Photographer as set out in the Client Brief and under which terms the Intellectual Property Rights in the Goods and/or Services are provided.
“The Services” means the services performed by the Photographer to produce the Goods and/or any additional services identified in the Client Brief.
“The Photographer” means ArcEye Images Ltd trading as Robert Greshoff Photography
“Photographer Materials” means … or has the meaning set out in clause xxx4.1(g).
“Specification” means the description or specification of the Goods and/or Services in the Client Brief
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The Client Brief constitutes an offer by the Client to purchase the Goods and/or Services and /or Intellectual Property Rights in accordance with these Conditions.
2.2 The Client Brief shall only be deemed to be accepted when the Photographer confirms its written acceptance of the Client Brief at which point and on which date the Agreement shall come into existence (“The Commencement Date”).
2.3 The Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Photographer which is not set out in the Agreement.
2.4 Any images or descriptive matter or advertising issued by the Photographer, and any descriptions or illustrations contained in the Photographer’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Agreement or have any contractual force.
2.5 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Photographer shall not constitute an offer, and is only valid for a period of [7] Business Days from its date of issue.
3 SUPPLY OF GOODS AND/OR SERVICES
3.1 The Photographer shall supply the Goods and/or Services to the Client in accordance with the Client Brief in all material respects.
3.2 The Photographer shall use all reasonable endeavours to meet any performance dates specified in the Client Brief. Time for performance of the Services shall only be of the essence where specifically notified by the Client and agreed by the Photographer. In all other respects time shall not be of the essence in the supply of the Goods and/or Services.
3.3 The Photographer shall have the right to make any changes to the Goods and/or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods and/or Services, and the Photographer shall notify the Client in any such event.
3.4 The Photographer warrants to the Client that the Goods and/or Services will be provided using reasonable care and skill.
4 Client Obligations
4.1 The Client shall:
4.1.1 ensure that the information in the Client Brief is complete and accurate;
4.1.2 co-operate with the Photographer in all matters relating to the Goods and/or Services;
4.1.3 provide the Photographer with access to the premises or location at which the Commission is to be performed and other facilities as reasonably required by the Photographer;
4.1.4 provide the Photographer with such information and materials as the Photographer may reasonably require in order to supply the Goods and/or Services, and ensure that such information is accurate in all material respects;
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4.1.6 [ANY OTHER RELEVANT OBLIGATIONS].
4.2 If the Photographer’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.2.1 the Photographer shall without limiting its other rights or remedies have the right to suspend performance of the Services or provision of the Goods until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Photographer's performance of any of its obligations;
4.2.2 the Photographer shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Photographer's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse the Photographer on written demand for any costs or losses sustained or incurred by the Photographer arising directly or indirectly from the Client Default.
5. CHARGES
5.1 Charges are made on the basis of a Daily Rate and/or an Hourly Rate and/or per Commission all as set out in the Client Brief
5.2 If a Charge has been quoted on the basis of a Daily Rate:
5.2.1 the charge shall apply to 8 consecutive hours between the hours of 6am and 12 midnight on any one day.
5.2.2 The Photographer’s Daily Rate is set out in the Client Brief.
5.2.3 Any additional hours worked in any one day will be charged at the Photographer’s Hourly Rate as set out in the Client Brief
5.2.2 the Daily Rate does not include all reasonable costs and expenses incurred in undertaking and completing the Commission Such costs and expenses shall be charged to the Client at cost plus 10%.
5.3 If the Charge has been quoted on a per Commission rate the Client agrees that a per Commission Charge is an estimate only and that the Photographer is entitled to levy an additional Charge (either on the basis of a Daily or Hourly Rate) for any and all additional work undertaken in pursuance of the Commission over and above that estimated.
5.4 Unless the following are specifically provided for as part of the Client Brief the Charges do not include:
5.4.1 the cost attributable to any revision to the Client Brief arising from any change requested by the Client to its requirements for the supply of the Goods and/or provision of the Services and/or the Intellectual Property Rights;
5.4.2 any additional Goods and/or Services and/or Intellectual Property Rights Services required not described in the Client Brief.
5.4.3 As between the date of the Agreement and the supply of the Goods and/or provision of the Services any increases in:
5.4.3.1. the cost of the Goods or the Photographer’s raw materials used to supply the Goods or provide the Services ; or
5.4.3.2. The Photographer’s Daily or Hourly Rate.
5.4.4 any work required to supply the Goods and/or provide the Services and/or the Intellectual Property Rights earlier than described in the Client Brief being the time when the Goods or the Services or the Intellectual Property Rights were originally required;
5.4.5 VAT or any increase to VAT or any increases or additional taxes duties or levies imposed on or in relation to the Goods and/or the Services or the Intellectual Property Rights;
5.4.6 The cost of delivering the Goods and/or providing the Services or the Intellectual Property Rights to the Client
5.5 The Client agrees that the Photographer shall be entitled to Charge in respect of all such matters set out in this clause 5 at the rates and prices then prevailing and the Client agrees to pay the Charges
5.6 The Photographer shall be entitled to charge the Client for any expenses reasonably incurred by any individuals whom the Photographer engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Photographer for the performance of the Services, and for the cost of any materials at cost plus 10%.
5.7 The Photographer reserves the right to increase its Charges, provided that such Charges cannot be increased more than once in any [12] month period. The Photographer will give the Client written notice of any such increase [NUMBER] months before the proposed date of any increase.
5.8 If such increase is not acceptable to the Client, it shall notify the Photographer in writing within [NUMBER] weeks of the date of the Photographer's notice and the Photographer shall have the right without limiting its other rights or remedies to terminate the Contract by giving [NUMBER] weeks' written notice to the Client.
5.9 NOTE: Cost sharing agreed before commencement = Invoice Total + 12% per party + shared rights
6 PAYMENT
6.1 The Photographer shall invoice the Client [on completion of the Commission OR [weekly/monthly].
6.2 The Client shall pay each invoice submitted by the Photographer:
6.2.1 within [30] days of the date of the invoice; and
6.2.2 by cheque payable to Robert Greshoff Photography or
6.2.3 by BACS transfer to National Westminster Bank
Sort Code: 60-40-05
Account: 0434 8036
6.3 Time shall be of the essence as regards the payment of the Charges due to the Photographer.
6.4 All amounts payable by the Client under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Photographer to the Client, the Client shall, on receipt of a valid VAT invoice from the Photographer, pay to the Photographer such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
6.5 Without limiting any other right or remedy of the Photographer, if the Client fails to make any payment due to the Photographer under the Agreement by the due date for payment (Due Date), the Photographer shall have the right to charge interest on the overdue amount at the rate of [3] per cent per annum above the then current National Westminster Bank Plc's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding monthly.
6.6 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Photographer in order to justify withholding payment of any such amount in whole or in part. The Photographer may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Photographer to the Client.
6.7 The Photographer shall be entitled, without any liability to the Client for any loss, expense, damage, costs or other liability, to suspend performance of its obligations under this Agreement if:
6.7.1 the Photographer believes (acting reasonably) that the Client is likely to fail to pay the Charges; or
6.7.2 the Client fails to pay any or all of the Charges
6.8 The Client must raise any queries and/or disputes relating to the Photographer’s invoices or relating to the Goods and Services within 14 days of the date of the invoice in question. Failure by the Client to notify queries and/or disputes within that time means that the Client shall be deemed to have accepted the Goods and Services comprising the invoice for all purposes, that the Commission shall be complete, and the Client shall pay the Charges forthwith.
7. COPYRIGHT AND OWNERSHIP
7.1 The Photographer is and remains the sole legal and beneficial owner of all Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services at all times.
7.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on the Photographer obtaining a written licence from the relevant licensor on such terms as will entitle the Photographer to license such rights to the Client.
7.3 All Photographer Materials are the exclusive property of the Photographer.
7.4 Payment of the Charges by the Client confers on the Client, subject to any limitations referred to in the Client Brief, the right to use the Goods in the manner set out in the Client Brief. For the avoidance of doubt payment of the Charges by the Client does not confer title to the Goods or any Intellectual Property Rights on the Client
7.5 Intellectual Property Rights shall only be transferred in writing and on payment of the IPR Charge as set out in the Client Brief NOTE: All rights = invoice total +100% put in brief with other IPR charges
7.6 In the event the Photographer undertakes any Services or related Services (including all manner of reproduction) the Client warrants that:
7.6.1 it owns full and exclusive copyright and any other relevant Intellectual Property Rights in all films, originals, art work, samples or materials (the Materials) of any description submitted to the Photographer for Services or related Services;
7.6.2 the Client shall indemnify the Photographer fully and without limitation and keep the Photographer fully indemnified from and against all claims, costs, losses and liabilities (including legal costs) incurred by the Photographer which may arise from or be attributable to, or in connection with, the Services performed on any Materials submitted by the Client and the Client specifically accepts sole responsibility for any claim for infringement of any rights in copyright or any other Intellectual Property Right brought by a third party against the Photographer.
8. DELIVERY RISK
8.1 Risk in the Goods shall pass to the Client:
8.1.1 on despatch of the Goods from the Photographer’s premises or;
8.1.2 on collection of the Goods from the Photographer’s premises by the Client or its representative
8.2 If the Client requires the Goods to be collected then the Client agrees to collect the Goods within 3 Business Days of notification that the Goods are ready for collection.
9. LIMITATION OF LIABILITY: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 Nothing in these Conditions shall limit or exclude the Photographer's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees or agents;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1:
9.2.1 the Photographer shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement [including any losses that may result from the Photographer's deliberate personal repudiatory breach of the Agreement OR a deliberate breach of the Agreement by the Photographer, its employees or agents; consider] and
9.2.2 the Photographer's total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Photographer's deliberate personal repudiatory breach OR a deliberate breach of the Contract by the Photographer, its employees, agents or subcontractors [consider] shall not exceed £[AMOUNT].
9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
9.4 This clause 9 shall survive termination of the Agreement.
9.5 the Photographer shall use his reasonable endeavours to comply with the reasonable directions and instructions of the Client and the Client authorises the Photographer to act upon instructions and directions given to the Photographer by the Client or any representative of the Client or by any professional or other advisor of the Client.
9.6 The Client agrees that the Photographer is entitled to exercise its reasonable professional judgement within the boundaries of the Client Brief. The Photographer shall use all reasonable endeavours to interpret the Client Brief to the satisfaction of the Client.
9.7 In this respect the Client specifically agrees that it shall not withhold or set off any or all of the Charges on the grounds that the Goods and/or Services do not comply with the Client’s expectations.
9.8 In the event that the Goods and/or Services are defective (which for the avoidance of doubt does not refer to the Photographer’s artistic interpretation of the Client Brief bur refers to the quality of the images being not of a standard expected from a reasonably competent photographer) the Photographer’s liability to the Client in respect of any defect is limited in all cases to replacing the Goods, provided that:
9.8.1 the Client provides written notice of the defect to the Photographer within five Business days of the date of delivery or collection of the Goods (as the case may be); and provided that
9.8.2 such defect was not caused wholly or partly as a result of:
9.8.2.1 faults or defects in Materials supplied by the Client or otherwise as a result of the Client’s instructions; or
9.8.2.2 any other cause outside the direct control of the Photographer.
10. TERMINATION
10.1 Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if:
10.1.1 the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within [NUMBER] days of that party being notified in writing of the breach;
10.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
10.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
10.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
10.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
10.1.8 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
10.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.1 to 10.1.9(inclusive);
10.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2 Without limiting its other rights or remedies, the Photographer may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement the due date for payment.
10.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 7 days written notice (is this enough notice from client??) and termination shall become effective following the expiry of that 7 days.
10.4 Without limiting its other rights or remedies, the Photographer shall have the right to suspend provision of the Goods and/or Services under the Agreement or any other contract between the Client and the Photographer if the Client becomes subject to any of the events listed in insolvency clause 10.1.1 to 10.1.9, or the Photographer reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Contract for any reason:
11.1.1 the Client shall immediately pay to the Photographer all of the Photographer's outstanding unpaid invoices and interest and any Charges set out in the Client Brief and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, the Photographer shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.1.2 The Photographer shall be discharged from any further liability to perform under the Agreement and the Client shall indemnify the Photographer against all costs losses expenses and claims that may arise
11.1.3 the Client shall return all of the Photographer Materials and any Goods which have not been fully paid for. If the Client fails to do so, then the Photographer may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
11.1.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
11.1.5 In the circumstances anticipated by clause 10.3 the Photographer may at its sole discretion calculate the Charges incurred up to the date of termination and the Client agrees that it shall pay such Charges without deduction or set off upon production of the Photographer’s invoice.
11.1.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
GENERAL
12 Force majeure:
12.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Photographer including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Photographer or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
12.2 The Photographer shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents the Photographer from providing any of the Goods and/or Services for more than [NUMBER] weeks, the Photographer shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
13 Assignment and subcontracting:
13.1 The Photographer may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
13.2 The Client shall not, without the prior written consent of the Photographer, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
14 Notices
14.1 Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
14.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by email [within 2 hours of sending], if sent by pre-paid first-class post or recorded delivery, at [9.00 am] on the [second] Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
14.3 This clause 14 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this sub-clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.
15 Waiver
15.1 A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
16 Severance
16.1 If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
16.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17 No Partnership
17.1 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
18 Third Parties
18.1 A person who is not a party to the Agreement shall not have any rights under or in connection with it.
19 Variation
19.1 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by the Photographer.
20 Governing Law and Jurisdiction
20.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
21 Permanent Place of Business
21.1 In the event that the Client has no permanent place of business in England and Wales it will (at the Photographer’s request) irrevocably nominate a person in England and Wales to accept service of notices on its behalf
22 Insurance
22.1 Do you have insurance – set it out here – the Photographer carries PI, public liability etc to £
22.2 The Client agrees that it is the Client’s responsibility to effect insurance cover in respect of all the Client’s risks in relation to the performance of the Agreement and to the provision of the Goods and/or Services.
23 Confidentiality
23.1 Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to one Party by the other party, and any other confidential information concerning the a party’s business or its products or its services which a party may obtain. Each party shall restrict disclosure of such confidential information to such of its employees or agents or other representatives as need to know it for the purpose of discharging that party’s obligations under the Contract. This clause 23 shall survive termination of the Contract.
Signed for the Photographer
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Signed for the Client
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