Terms and Conditions
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- Redistribute any of the content
- Remove the copyright or trademark notice from any copies of Content made under these Terms
- Create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content
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Limitation of Liability and Disclaimer
Any arrangements made between you and any third party named on this Site are at your sole risk and responsibility. The site is provided on an “as is”, “as available” basis and Alison Grainger Photography© does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the site or any content. All implied warranties are excluded from these terms to the extent that they may be excluded as a matter of law.
Additionally; Alison Grainger Photography© will not be liable for any losses, costs, claims or damages (including without limitation, damages for loss of profits) arising in contract, tort (including negligence and breach of statutory authority) or otherwise from your access to or use, or inability to use the site or any content or from any action taken (or refrained from being taken) as a result of using the site or any content.
The Site contains links to other World Wide Web sites and, where possible, we will make clear where such links are being made. Those sites are provided by independent third parties and Alison Grainger Photography© is not responsible for their availability or content.
Terms of Business
Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.
1 Definitions and interpretation
1.1 In these Terms of Business:
“Charges” means the charges specified in the Statement of Work / the Photographer’s Hourly Rate multiplied by the number of person-hours spent by the Photographer’s personnel performing the Services payable by the Customer to the Photographer;
“Customer” means the customer for Services under an Engagement as specified in the Statement of Work;
“Effective Date” means the date specified as such in the Statement of Work.
“Engagement” means a contract between the Photographer and the Customer for the supply of Services and the delivery of Photographs incorporating these Terms of Business and a Statement of Work, and any amendments to such a contract from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hourly Rate” means the Photographer’s standard hourly labour rate as specified in the Statement of Work / published on the Photographer’s website on the Effective Date / notified by the Photographer to the Customer;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, business names, trade names, trade marks, service marks, passing off rights and rights in designs);
“Permission” means a permission given by a third party for the performance of the Services and/or the inclusion of a location, object, person, work or other thing in the Photographs;
“Photographer” means sole trader: Alison and Cliff Grainger trading as Alison Grainger Photography which has its principal place of business at 4 Field Rise Rd, Stoke on Trent, Staffordshire ST129JY.
“Photographs” means the photographic images detailed in the Statement of Work which, are the subject of an Engagement, which may include prints, negatives, transparencies and/or digital images;
“Services” means the photographic services supplied by the Photographer to the Customer under an Engagement, details of which are set out in the Statement of Work (or, to the extent that no such details are set out in the Statement of Work, details of which will be agreed between the parties acting reasonably from time to time);
“Statement of Work” means the statement of work document issued by the Photographer to the Customer and signed by or on behalf of each party detailing the scope of the Services and other matters relating to an Engagement; and
“Term” means the term of an Engagement.
1.2 In these Terms of Business, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of these Terms of Business.
1.4 In these Terms of Business, “persons” include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
1.5 The ejusdem generis rule is not intended to be used in the interpretation of these Terms of Business.
Each Engagement will come into force on its Effective Date and will continue in force until the Services agreed in the Statement of Work have been completed, upon which it will terminate automatically (unless previously terminated in accordance with Clause ).
3.1 The Photographer will supply the Services to the Customer and deliver the Photographs to the Customer in accordance with the terms of each Engagement.
3.2 Any stated or agreed time for delivery of the Photographs will not be of the essence of the parties’ agreement.
3.3 The Photographer will obtain permissions specified (or of the type(s) specified) in the Statement of Work and reasonably required for the performance of the Services.
3.4 The Photographer may sub-contract the provision of the Services.
3.5 The Photographer may suspend the provision of the Services and/or withhold the Photographs if the Customer fails to pay by the due date any amount due to the Photographer in respect of an Engagement.
4 Customer obligations
4.1 The Customer will provide to, or procure for, the Photographer any:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal or regulatory licences, consents or permits; reasonably necessary to enable the Photographer to discharge its obligations under any Engagement.
4.2 The Customer must provide feedback on preparatory composition or design work promptly, and in any event in accordance with any timetable agreed between the parties.
4.3 Subject to Clause [3.3], the Customer will be responsible for obtaining in writing any Permissions reasonably required for the performance of the Services, and will provide to the Photographer copies of those Permissions promptly following receipt of a request to do so.
4.4 The Customer hereby indemnifies and undertakes to keep indemnified the Photographer against any losses, damages, claims, obligations, liabilities, costs and expenses (including legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any breach by the Customer of Clause [4.3].
5 No grant of rights / Licence of rights / Assignment of rights
Save as expressly provided elsewhere in these Terms of Business or a Statement of Work, the Customer acquires no licence or assignment of any Intellectual Property Rights or other rights in the Photographs.
5.1 With regards to Commercial Photography and provision of digital products upon the later of:
(a) the completion of the Services under an Engagement; and
(b) the payment by the Customer to the Photographer in full in cleared funds of all amounts due in respect of an Engagement, the Photographer will (and hereby does) grant to the Customer a worldwide, non-exclusive licence to use the images produced for purposes as agreed subject to Clause 5.2.
5.2 The licence granted in Clause 5.1 does not include the rights to a licence to use for a period exceeding 2 years. Although this can be exceeded if agreed in writing
5.3 The assignment in Clause [5.1]:
(a) is for the full term of those Intellectual Property Rights, including all extensions, renewals, reversions, and revivals; and
(b) includes the right to bring proceedings for any infringement of those Intellectual Property Rights pre-dating their assignment.]
6 Moral rights
6.1 The Photographer / The personnel of the Photographer assert their moral rights to be identified as the authors of the Photographs in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.
6.2 Subject to Clause 6.3 the Photographer acknowledges that, under Section 85 of the Copyright, Designs and Patents Act 1988, where Photographs have been commissioned by the Customer for private or domestic purposes, the Customer has the rights not to have: (i) copies of the Photographs shown in public, (ii) the Photographs exhibited or shown in public, and (iii) the Photographs communicated to the public.]
6.3 The Customer agrees that, notwithstanding Section 85 of the Copyright, Designs and Patents Act 1988, the Photographer may use the Photographs or Digital compositions for industry competitions and as required subsequent usage and for general promotional advertising for the Photographers Business and is entitled to use all images produced for exhibitions, editorials, digital and print marketing, publications, educational DVD’s and websites, and/or display purposes.
7 Intellectual Property Rights
7.1 The Photographer warrants that the Photographs will not infringe the UK Intellectual Property Rights of any third party.
7.2 Subject to the Customer’s compliance with Clause 7.3, the Photographer hereby indemnifies and undertakes to keep indemnified the Customer against any losses, damages, claims, obligations, liabilities, costs and expenses (including legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any breach by the Photographer of the warranty in Clause 7.1.
7.3 The Customer will:
(a) upon becoming aware of an actual or potential infringement, notify the Photographer;
(b) provide to the Photographer all reasonable assistance in relation to the infringement;
(c) allow the Photographer the exclusive conduct of all disputes, proceedings, negotiations and settlements related to the infringement; and
(d) not admit liability in connection with the infringement or settle any claim without the prior written consent of the Photographer.
8 Charges and payment
8.1 The Customer will pay the Charges to the Photographer in accordance with the provisions of this Clause 8.
8.2 The Photographer may issue an invoice for the Charges to the Customer at any time after the relevant Services / Photographs have been delivered to the Customer.
8.3 The Customer will pay the Charges to the Photographer within 30 days of the date of issue of an invoice issued in accordance with Clause 8.2.
8.4 If the customer is a Wedding Customer a booking fee of £300 must be paid upon confirmation of the contract. The final balance must be paid at the pre-wedding meeting at least 4 weeks prior to the wedding day.
8.5 If the customer is a Wedding Customer a payment in full is required for any upgrades placed at the time of album order. Family print orders and any associated extras must be paid in full, prior to production.
8.6 All amounts stated in the Statement of Work or in relation to an Engagement are stated inclusive of all value-added taxes unless otherwise stated, which will be added to those amounts and payable by the Customer to the Photographer.
8.7 Charges must be paid by debit or credit card, direct debit, bank transfer or by cheque (using such payment details as are notified by the Photographer to the Customer from time to time).
8.8 If the Customer does not pay any amount properly due to the Photographer in connection with any Engagement, the Photographer may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time which interest will accrue daily until the date of actual payment and be compounded quarterly; or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.9 The Photographer will:
(a) ensure that the personnel providing the Services complete records of their time spent providing those Services;
(b) retain such records and evidence during the Term and for a period of 12 months]following the end of the Term; and
(c) supply such records and evidence to the Customer within 14 days following receipt of a written request to do so.
9.1 The Customer warrants to the Photographer that it has the legal right and authority to enter into and perform its obligations required by each Engagement.
9.2 The Photographer warrants to the Customer that:
(a) it has the legal right and authority to enter into and perform its obligations required by each Engagement; and
(b) the Services will be performed with reasonable care and skill.
9.3 All of the parties’ warranties and representations in respect of the subject matter of the Engagement are expressly set out in these Terms of Business and in the Statement of Work. To the maximum extent permitted by applicable law and subject to Clause 10.1, no other warranties or representations concerning the subject matter of the Engagement will be implied into these Terms of Business, the Statement of Work, the Engagement or any other contract.
9.4 Without prejudice to the generality of Clause 9.3, the Photographer does not warrant that the Customer will be satisfied with the composition or style of any Photograph, and accordingly the Customer will have no right to reject any Photograph on these grounds.
10 Limitations and exclusions of liability
10.1 Nothing in the Engagement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law, and, if you are a consumer, any statutory rights that you have, that cannot be excluded, will not be affected by the Engagement.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Engagement:
(a) are subject to Clause 10.1;
(b) govern all liabilities arising under the Engagement or in relation to the subject matter of the Engagement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Engagement.
10.3 The Photographer will not be liable to the Customer for any losses arising out of a Force Majeure Event.
10.4 The Photographer will not be liable to the Customer in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
10.5 Where the Customer is a business customer, the Photographer will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
10.6 Where the Customer is a business customer, the Photographer will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
10.7 Where the Customer is a business customer, the Photographer’s aggregate liability to the Customer will not exceed the greater of:
(a) £500; and
(b) the total amount paid or (if greater) payable by the Customer to the Photographer under the Engagement.
11 Distance contracts and consumer rights
11.1 This Clause  applies if and only if the Customer agrees to an Engagement:
(a) as a consumer; and
(b) using any means of distance communication (including telephone, email and the internet).
11.2 Where this Clause  applies, the Customer may cancel an Engagement at any time within 7 working days, beginning on the day after the contract for that Engagement came into force, providing that the Photographer has not begun the provision of the Services during that period.
11.3 If the Customer cancels an Engagement subscription in accordance with this provision, the Customer will receive a full refund of the Charges paid in respect of the Engagement (if any).
11.4 The Photographer will usually refund any money received from the Customer using the same method used by the Customer to pay the Charges. The Photographer will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Photographer received the Customer’s valid notice of cancellation. The notice of cancellation should be sent to the Photographer at the address set out in the Statement of Work.
11.5 Notwithstanding the above the Photographer will not ordinarily refund any amounts paid following cancellation of the Photography Services by the Customer
12.1 Either party may terminate an Engagement at any time by giving at least 30 days’ written notice to the other party.
12.2 Is subject to Clause 11.5
12.3 Either party may terminate an Engagement immediately by giving written notice to the other party if the other party:
(a) commits any breach of any provision of these Terms of Business or the relevant Statement of Work, [and:
(i) the breach is not remediable;
(b) persistently breaches these Terms of Business and/or the relevant Statement of Work.]
12.4 Either party may terminate an Engagement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party required by the Engagement);
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
12.5 The Photographer may terminate an Engagement immediately at any time by giving written notice to the Customer if the Customer fails to pay in full and on time any amount due to the Photographer whether due in respect of that Engagement or otherwise.
13 Effects of termination
13.1 Upon termination of an Engagement all the provisions of these Terms of Business and the Statement of Work will cease to have effect, save that the following provisions of these Terms of Business will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 4.4, 7.2, 7.3, 8.6, 8.7, 10, 13, 14 and 15].
13.2 Termination of an Engagement will not affect either party’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.
The Customer will not without the Photographer’s prior written consent, either during the term of any Engagement or within  months after the date of effective termination of any Engagement, engage, employ or otherwise solicit for employment any employee or contractor of the Photographer who has been involved in any Engagement or the performance of any Services.]
15.1 No breach of any term of any Engagement will be waived except with the express written consent of the party not in breach.
15.2 If a term of any Engagement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other terms of the Engagement will continue in effect. If any unlawful and/or unenforceable term would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the term will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant term will be deemed to be deleted).
15.3 No Engagement will constitute a partnership, agency relationship or contract of employment between the parties.
15.4 Neither these Terms of Business nor any Statement of Work may be varied except by a written document signed by or on behalf of each of the parties.
15.5 The Photographer may freely assign its rights and obligations under any Engagement without the Customer’s consent – providing where the Customer is a consumer that such action does not serve to reduce the guarantees benefiting the Customer under the Engagement. Save as expressly provided in this Clause or elsewhere in these Terms of Business, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in any rights or obligations under any Engagement.
15.6 Each Engagement is entered into for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement relating to any Engagement are not subject to the consent of any third party.
15.7 Subject to Clause 10.1:
(a) these Terms of Business and the relevant Statement of Work will constitute the entire agreement between the parties in relation to an Engagement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into an Engagement.
15.8 These Terms of Business and each Statement of Work will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with any Engagement.
15.9 Prices are fixed at current price list until 6 months after the wedding day. (Including family orders) Any orders placed after this time will go on current price list at the time of ordering unless there is a delay caused by the photographer. For weddings meals and beverages must be provided for the photographer and assistant. Meals to be the same as a guest’s meal.
15.10 Excessive distances (e.g. outside of Stoke on Trent) will incur a surcharge at an agreed rate. A surcharge will apply for coverage exceeding 10 hours.
15.11 Alison Grainger Photography and/or the photographer will take all due care but liability of Alison Grainger Photography and/or the photographer in the event of any equipment failure or other failure due to non-performance is limited to a refund of all monies paid. While all reasonable care will be taken to fulfil the wishes of the client, no financial responsibility over and above the sum of monies received by Alison Grainger Photography is an amount to be claimed against in the event of malfunction or theft of equipment, films, digital files, etc.
15.12 If any conditions arise which are interfering with proper photographing procedures, the photographer will make reasonable effort to proceed. If such interference continues, then it is within the photographer’s discretion to cease work.
15.13 All prices are VAT inclusive, but if the rate of VAT is increased between the time of signing the contract and picking up of goods, the client will be informed in writing, clearly outlining any additional amounts which are payable by the client.
15.14 The creative license and content of albums and/or photographs is left to the discretion of Alison Grainger Photography. Charges may apply for changes made to the album. Digital effects that are not considered darkroom techniques (i.e. skin retouching, removal of items, etc) may be charged for. The standard acceptable format for UK domestic DVD players is DVD-R. Alison Grainger Photography will not be held liable or responsible if the client’s DVD player does not play DVD-R. Alison Grainger Photography is not responsible for goods not picked up beyond 6 months after completion.