In these terms and conditions “the Client” means the client with whom London Stock Photography Ltd is contracting and “the Services” means the production and provision of computer generated images more particularly described in the quotation and “the Contract” means the contract of the supply and performance of the Services subject to these terms and conditions.
1. FORMATION AND INCORPORATION
1.1 The Contract will be on these terms and conditions to the exclusion of all other terms and conditions except where other Terms and Conditions specific to the Client have been agreed and copies of this Contract are available in original and are signed and dated by both parties and are current. Any variation to these terms and conditions shall have no effect unless expressly agreed in writing by London Stock Photography Ltd.
1.2 Any error whatsoever contained within any quotation, invoice or other document provided by London Stock Photography Ltd shall be subject to correction without any liability on the part of London Stock Photography Ltd.
1.3 The Clients acceptance of the quotation and payment of the deposit referred to in condition 5.1 shall constitute acceptance of these terms and conditions. Any quotation given is valid for a period of 30 days provided London Stock Photography Ltd has not previously withdrawn it.
1.4 London Stock Photography Ltd may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Services.
1.5 The Client acknowledges that London Stock Photography Ltd shall rely upon all information, materials, documents, drawings, advice and recommendations by the Client.
1.6 The Client acknowledges and warrants that: -
1.6.1 the Client will retain duplicate copies of all materials supplied to London Stock Photography Ltd.
1.6.2 the Client is either the sole absolute and unencumbered legal and beneficial owner of all rights of copyright and all other rights whatsoever in and in respect of the materials supplied in Clause 1.5 or has license to such materials which is assigned to London Stock Photography Ltd in respect of such materials.
1.7 The Client undertake to indemnify London Stock Photography Ltd and keep London Stock Photography Ltd at all times fully indemnified from and against all actions proceeding claims demands costs (including without prejudice to the generality of this provision London Stock Photography Ltd legal costs on a solicitor and own client basis) awards damages however arising directly or indirectly as a result of any breach or non performance by the client of any of the Client’s obligations undertakings at warranties in clause 1.5.
2. SUPPLY OF THE SERVICE
2.1 London Stock Photography Ltd will supply the Services, as set out in the quotation, to the Client either by e-mail or by post on CD-Rom (subject to an additional charge of £20) as shall be determined by London Stock Photography Ltd. Materials created in the performance of the Service are made available to the Client for 90 days after the Service is completed free of charge, after such time a retrieval fee of £20 is applicable on each job up to 360 days after completion of the Service when London Stock Photography Ltd may permanently delete all material.
2.2 If printed copies of the any media or copies of DVD’s or CD Rom’s are required by the Client at any time this will be at an additional cost to the Client including postage and packaging.
2.3 Subject to the other provisions of these terms and conditions London Stock Photography Ltd will not be liable for any loss (including loss of profits) costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Services (even if caused by London Stock Photography Ltd negligence) nor will any delay entitle the Client to terminate or rescind the Contract.
3. INTELLECTUAL PROPERTY
3.1 The property and any copyright or other intellectual property right in all material produced by London Stock Photography Ltd in performance of the Services belong to London Stock Photography Ltd, but the Client shall be entitled to use the material supplied under this Contract solely for the purposes specified within the quotation by way of a non-exclusive licence, subject to payment in full of all sums payable under this Contract.
3.2 The Client acknowledges that all material supplied by London Stock Photography Ltd must not be reproduced or distributed by the Client to any third party, without London Stock Photography Ltd express written consent and on such terms as London Stock Photography Ltd shall in its absolute discretion determine.
4.1 The price for the Services shall be the amount stated by London Stock Photography Ltd in the quotation.
4.2 Should the Client wish to change or revise the specification for the Services all amendments shall be carried out at a rate of £50 per hour.
4.3 The price for the Services is exclusive of any Value Added Tax or any other applicable tax, which the Client shall pay in addition when it is due to pay for the Services.
4.4 The price for the Services includes meetings held at the offices of London Stock Photography Ltd and does not include meetings and travel expenses held elsewhere including the Client’s offices and at site. Should additional meetings or site visits, not envisaged at the commencement of the Services and reflected in the quotation, be required then an additional charge will be made to the Client to include all additional travel and other expenses incurred by London Stock Photography Ltd. A site’s readiness for the Services to be carried out remains at the sole discretion of London Stock Photography Ltd.
4.6 A booking fee of £25 is included in every quotation supplied by London Stock Photography Ltd and is refundable only when a job is cancelled or rescheduled by the Client with a minimum of 24 hours’ written notice.
5.1 Full payment of the price quoted for London Stock Photography Ltd Services shall be made in full at the point of booking the Service except where a current Contract signed by both the Client and London Stock Photography Limited exists detailing a credit agreement, in which circumstances the following conditions in all clauses in section 5 (Payment) shall apply:
5.2 A non-refundable deposit of 25% of the quotation figure shall become due immediately upon the acceptance of the quotation on all quotes of a value of over £1000 at London Stock Photography Ltd’s sole discretion.
5.3 The Client will be required to approve the material pre-download and have a period of 30 days to review the approval of the material supplied by London Stock Photography Ltd as a result of the Services. Use of the material in any commercial capacity will be regarded as a final and complete approval of the material supplied by London Stock Photography Ltd as a result of the Services and will automatically terminate the period of review.
5.4 The balance of the quotation figure shall become due upon the approval of the Services by the Client or the expiry of the approval period referred to on condition 5.2 whichever is the sooner. London Stock Photography Ltd invoice for the Services shall be paid by the Client (together with any applicable Value Added Tax and without any set-off of other deductions) immediately in full.
5.5 The Client shall pay any additional sums which are agreed between London Stock Photography Ltd and the Client for the provision of the Services or which, at London Stock Photography Ltd’s sole discretion, are required as a result of the client’s instructions, or lack of instructions or any other cause attributable to the Client.
5.6 No payment shall be deemed to have been received until London Stock Photography Ltd has received cleared funds.
5.7 All payments payable to London Stock Photography Ltd under this Contract shall become due immediately upon termination of the Contract.
5.8 If the Client fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) London Stock Photography Ltd shall be entitled to charge the Client a £100 administration fee plus interest on the amount unpaid at the rate prescribed from time to time by the Late Payment of Commercial Debts (Interest) Act 1988 or any successive Act of Parliament from the due date until the outstanding amount is paid in full, plus any costs associated with recovering such payment.
6. LIMITATION OF LIABILITY
6.1 Any claim by the Client that is based on any defect in the quality of the Services shall be notified to London Stock Photography Ltd within 7 days from the date of completion of the Service. If the Client does not notify London Stock Photography Ltd accordingly, the Client shall not be entitled to reject the Service and London Stock Photography Ltd shall have no liability for such defect, and the Client shall be bound to pay the price as if the Service had been completed in accordance with the Contract.
6.2 London Stock Photography Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from: -
6.2.1 any instructions supplied by the Client which are incomplete, inaccurate or illegible or due to any other default of the Client;
6.2.2 any failure by the Client to adhere to the instructions or advice given to the client by London Stock Photography Ltd;
6.2.3 any negligence on the part of any third party involved in performing the Services.
6.3 Subject as expressly provided in these terms and conditions, and except where the Services are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and the entire liability of London Stock Photography Ltd under this Contract shall not exceed the amount stated in the quotation for the provision of the Services.
6.4 London Stock Photography Ltd shall not be liable to the Client in any manner or deemed to be in breach of this Contract because of delay in performing or any failure to perform any of London Stock Photography Ltd obligations under this Contract if the delay or failure was due to any cause beyond London Stock Photography Ltd reasonable control including (but not limited to) the corruption, delay or non-delivery of any data produced as a result of the Services and delivered to the Client by electronic communication.
7.1 No Service which has been accepted by the client may be cancelled by the Client except with the agreement in writing of London Stock Photography Ltd and on terms that the Client shall indemnify London Stock Photography Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or ordered), damages, charges and expenses incurred as a result of cancellation.
7.2 London Stock Photography Ltd shall be entitled without prejudice to any other rights and remedies either to terminate the whole or part of any or every Contract between itself and the Client or to suspend any further provision of Services under any or every such Contract in any of the following events: -
7.2.1 if any debt is due and payable by the Client to London Stock Photography Ltd but is unpaid;
7.2.2 the Client ceases, or threatens to cease, to carry on in business;
7.2.3 the Client becomes insolvent or being a body corporate has passed a resolution or voluntary winding-up or has suffered an order of the Court for its winding-up to be made or has had a Receiver or Examiner appointed or being an individual or partnership has suspended payment of his or their debts in whole or in part or has proposed to entered into any composition or arrangement with his or their creditors or has had a receiving order in bankruptcy made against him.
8.1 Failure by London Stock Photography Ltd to enforce or partially enforce any provisions of this Contract will not be construed to the waiver of any of its rights under this Contract.
8.2 London Stock Photography Ltd may assign license or sub-contract all or any part of its rights or obligations under this Contract without the Client’s consent.
8.3 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.
8.4 The formation, construction, performance, validity and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.