THIS SERVICE AGREEMENT is entered into on XXX
BETWEEN
(1) Isobel Scarlet Photography whose principal place of business is at [Insert
address], Florida, United States of America (the Servicer)
(2) [Insert client name] whose principal place of business is XXX, United
States of America (the Customer) (along with the Servicer, each a "Party", together
the "Parties")
WHEREAS
(1) The Servicer is in the business of providing event photography services
(2) The Customer wishes to engage the Servicer to provide event photography services
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions below;
Services mean certain event photography services, including, but not limited to the
following services to be carried out by the Servicer:
Services:
Destination Weddings
Taking photographs
Editing and production of
photographs
Consolidation and sorting of
the photographs in a
presentable manner, and
delivering the same to the
client
1.2 In this Agreement, unless the context otherwise requires:
(a) References to persons include individuals, bodies corporate (wherever
incorporated), un-incorporated associations and partnerships
(b) The headings are inserted for convenience only and do not affect the construction of
the Agreement
(c) References to one gender include all genders and
(d) Any reference to an enactment or statutory provision is a reference to it as it may
have been, or may from time to time be amended, modified, consolidated or re-enacted.
2. Servicer’s obligations
2.1 The Servicer shall provide the Services beginning [Insert start date] until [Insert end
date] between the hours of [Insert time period of event], on premises located at [Insert
location of event] (the "Event")
2.2 The Servicer shall comply with, and give all notices required by, all laws and
regulations applicable to the Services, including all laws and regulations related to
(i) Anti-bribery and corruption, and (ii) data protection.
2.3 Any services outside of the scope as defined in Services will require a new
Agreement for other services, agreed to by the Parties.
3. Photography Obligations
3.1 The Servicer will not be responsible for any ruined photographs due to the actions
of any attendee of the Event or due to any cause beyond the Servicer’s control
4. Staffing
4.1 The Servicer shall assign and send a photographer (herein referred to as "Employee"
or "Employees", as applicable) to the Event to perform the Services
4.2 If necessary, to be determined at the sole discretion of the Servicer, assistants to
such Employees may attend the Event
4.3 The Servicer reserves the right to change the Employee assigned, before the Event,
for any reason whatsoever
5. Pre-Event Planning
5.1 The Parties agree to engage in a consultation before the event (whether in person or
otherwise) to discuss and finalize the location, and any photographs the Customer
desires the Servicer to reasonably obtain.
5.2 The Customer agrees to identify, or appoint someone to identify, any persons of
whom photographs are desired.
5.3 The Servicer will not be held responsible for failing to photograph specific persons
if no one is appointed to identify those persons for the photographs.
6. Cooperation
6.1 The Parties agree to amicable communication and cooperation for the provision of
the Services.
6.2 The Customer agrees to give the Servicer sufficient notice of key occurrences at the
Event for the taking of photographs. If such sufficient notice is not given by the
Customer to the Servicer, the Servicer will not be held responsible for not
photographing such occurrences.
6.3 The Customer acknowledges that some attendees will not want their photographs
taken. The Servicer will not be held responsible for lack of photographs of these
attendees.
7. Final Photograph Package
7.1 The Customer has selected a Photograph Package that allows the Customer to
receive ("Photograph Package"):
1 x USB STICK with all suitable photos
1 x EMAILED DOWNLOADABLE LINK with all suitable photos
1 x 10 HIGH RESOLUTION PREMIUM 6 x 4 PRINTS
8. Release
8.1 The Customers hereby grant the Servicer an irrevocable and unrestricted right to
use, alter and publish photographs produced pursuant to this Agreement for commercial
or other purposes and in any manner and medium, without compensation. The Customer
releases all claims to profits that may arise from the use of any images.
8.2 The Customers agree to hold harmless the Servicer for all liabilities and actions
resulting from the use of any photographs and materials produced pursuant to this
Agreement.
8.3 The Customers agree to allow the use of the materials and photographs that are
produced or developed under this Agreement for the Servicer’s business purposes.
9. Location
9.1 The Customer acknowledges that the Servicer is bound by the rules of the location
of the Event. The Customer accepts any limitations this may impose on the Servicer’s
ability to perform the Services. Any flexibility desired, by the Customers, in the rules
imposed by the location shall be the subject of negotiation between the Customer and
the location of the Event.
9.2 Where the event is to be carried out in a destination other than that of the Servicer’s
principal place of business, the traveling specifications shall be borne by the customer.
These include travel costs, travel insurance, accommodation specifications, work visa
applications (where work visas are required), and liability for travel delays.
10. Permits
10.1 The Customer shall obtain all licenses, permits and/or permissions for all locations
at which the Servicer is to provide the Services
11. Editing of Photographs
11.1 The post-production and editing of any photographs produced pursuant to this
Agreement, including any editing styles and effects, and the overall look of the
photographs are left to the discretion of the Servicer and its professional expertise.
11.2 The Servicer reserves the right to determine which photographs are delivered to the
Customer as part of the Photograph Package.
11.3 The post-production process, from the conclusion of the Event to the delivery of
the final product to the Customer, can take up to six to eight weeks after the event, at
which time the Customer will receive the Photograph Package.
12. Completion of the work
12.1 The Servicer hereby understands and acknowledges that time is of the essence with
respect to the Servicer’s obligations defined in this Agreement and that prompt and
timely performance of all such obligations is strictly required.
13. Service Fees
13.1 In consideration for the full, prompt, and satisfactory performance of all Services
to be rendered to the Customer, the Customer shall pay the Servicer a Service fee of
£1500.00 payable in accordance with the following schedule:
SCHEDULE
13.2 The Servicer will invoice the Customer prior to the Payment Date. The invoice will
include any and all services performed under this Agreement as well as any expenses.
13.3 The Client shall be expected to pay a non-refundable deposit of £150 to secure the
date of the wedding. Where there is more than one client aiming to reserve a particular
date, priority shall be given to the client who clears the deposit first. The remaining
balance is to be cleared 4 weeks before the date of the event
13.4 Payment will be due on the Payment Date. A late charge of 3% per month on the
outstanding amount will be added to any invoice not paid on time.
13.5 Payment is to be made in accordance to the following details:
PAYMENT DETAILS:
XXX
04-00-04
XXX
REF: (DATEOFWEDDING IN 6 DIGITS e.g. 060522)
13.6 From time to time throughout the duration of this Agreement, the Servicer may
incur certain expenses that are not included as part of the Fee for the Services to this
Agreement.
13.7 The Servicer agrees to keep an exact record of any and all expenses acquired while
performing the Services. The Servicer will submit an invoice itemizing each expense,
along with proof of purchase and receipt, with the invoice.
13.8 The Customer shall notify the Servicer in writing of any dispute with an invoice
along with any substantiating documentation or a reasonably detailed description of the
dispute within 5 business days from the date of the Customer’s receipt of such invoice
subject to dispute.
13.9 The Customer will be deemed to have accepted all invoices for which the Servicer
does not receive timely notification of a dispute and shall pay all undisputed amounts
due under such invoices within the period set forth in this Agreement. The Parties shall
seek to resolve all such disputes expeditiously and in good faith.
13.10 The Customer, at their own expense, shall furnish their own supplies and
equipment necessary to deliver and complete the Services as defined under this
Agreement unless otherwise agreed upon by the Parties. Should the Customer not
furnish the agreed upon supplies, the Customer understands they will be responsible for
reimbursing the Servicer for all expenses incurred.
14. Warranties and Indemnities
14.1 The Customer shall promptly report to the Servicer any defects in the Servicer’s
performance of the Services as soon as reasonably practicable after any such defect
comes to the attention of the Customer.
14.2 Where any defect in the provision of the Services is reported to the Servicer
by the Customer or otherwise comes to the attention of the Servicer, the Servicer shall,
without limiting any other right or remedy of the Customer, use its reasonable
endeavors to provide such further services as are necessary in order to rectify the default
as soon as is reasonably practicable.
14.3 The Parties agree that the rights and benefits held and received by the Customer
through the Servicer’s Service under this Agreement shall only be enforceable by the
Customer through such Service and upon the terms of this Agreement, and any liability
in respect of any breach of such rights and benefits shall be determined solely in
accordance with the terms of this Agreement.
14.4 For the avoidance of doubt, the Servicer’s obligations are owed solely and
personally to the Customer and shall not extend to any assignee of any of the
Customer’s rights. The liability of the Servicer shall be capped to the amount of Fees
received under this Agreement.
14.5 The Customer will indemnify the Servicer on first written demand against any or
all liabilities incurred by the Servicer arising out of or as a result of acting as the service
provider hereunder.
14.6 Neither Party shall be liable for any indirect or consequential loss howsoever
caused, including but not limited to, loss of anticipated profits, loss of contracts,
goodwill, reputation and losses or expenses resulting from third party claims.
15. Term and Termination
15.1 This Agreement shall be effective on the date hereof and shall continue indefinitely
until the expressly agreed upon date of the completion of the Services, unless it is
earlier terminated in accordance with the terms of this Agreement.
15.2 Rescheduled events will only be accommodated if the new date does not conflict
with an existing booking.
15.3 The Servicer may terminate this agreement at any given time upon one month
written notice to the other Party.
15.4 Either Party may by notice in writing forthwith terminate the Agreement if the
other Party becomes bankrupt or makes any composition or arrangement with his
creditors or has a winding up order made or (except for the purposes of reconstruction)
a resolution for voluntary winding up is passed or a receiver or manager of its business
or undertaking is duly appointed or possession is taken by or on behalf of any creditor
of any property the subject of a charge.
15.5 The Customer understands that the Servicer may terminate this Agreement at any
time if the Customer fails to pay for the Services provided under this Agreement or if
the Customer breaches any other material provision listed in this Agreement in the
manner as defined above. Customer agrees to pay any outstanding balances within 5
days of termination.
16. Ownership of materials
16.1 All materials and goods delivered to or placed on or adjacent to the site and
intended for the Services (excluding supplies, tools and equipment owned or hired by
the Servicer) shall become the property of the Servicer, who shall thereafter bear the
risk of their accidental loss or damage.
16.2 All Intellectual Property and related materials, including but not limited to, moral
rights, goodwill, trade secrets, applications for registrations or relevant registration,
rights to any trademark, trade dress, patent, copyright, trade name, and industrial design
(“Intellectual Property”) that is produced or developed under this Agreement shall
become the property of the Servicer.
16.3 Any photographs taken by the Servicer pursuant to this Agreement are for the
personal use by Customer. Sale, publication or other commercial use by the Customer
of any materials or photographs produced pursuant to this Agreement is strictly
prohibited without the prior written consent of the Servicer
16.4 The Customer also agrees not to publish any of the photographs on social media
platforms, including but not limited to, Facebook, Pinterest, Twitter, or any blog or
website or other platform.
16.5 If a photograph, that is produced or developed under this Agreement, is published
by the Customer on the Internet or elsewhere, it must be accompanied by a written
statement crediting the Servicer.
16.6 The Customers agree not to edit or alter in any way the materials and photos
produced or developed under this Agreement that are posted on the Internet or
elsewhere.
17. Confidential information
17.1 The Customer shall both during and after the arrangements contemplated by this
Agreement have terminated:
(a) keep confidential the terms of this Agreement and all information, whether in written
or any other form, which has been disclosed to it by or on behalf of any other party
which by its nature ought to be regarded as confidential (including, without limitation,
any business information in respect of any other party which is not directly applicable
or relevant to the transactions contemplated by this Agreement); and
(b) procure that its officers, employees and representatives and those of its subsidiary
companies keep secret and treat as confidential all such documentation and information.
17.2 Clause 17.1 does not apply to information:
(a) Which shall after the date of this Agreement become published or otherwise
generally available to the public, except in consequence of a willful or negligent act or
omission by the recipient party in contravention of the obligations in clause 17.1
(b) to the extent made available to the recipient party by a third party who is entitled to
divulge such information and who is not under any obligation of confidentiality in
respect of such information to any other party or which has been disclosed under an
express statement that it is not confidential
(c) to the extent required to be disclosed by any applicable law or by any recognized
stock exchange or governmental or other regulatory or supervisory body or authority of
competent jurisdiction to whose rules the party making the disclosure is subject,
whether or not having the force of law, provided that the party disclosing the
information shall notify the other party of the information to be disclosed (and of the
circumstances in which the e disclosure is alleged to be required) as early as reasonably
possible before such disclosure must be made and shall take all reasonable action to
avoid and limit such disclosure;
(d) Which has been independently developed by the recipient party otherwise than in
the course of the exercise of that party’s rights under this Agreement or the
implementation of this Agreement.
(e) Which, in order to perform its obligations under or pursuant to this Agreement, any
party is required to disclose to a third party
(f) Disclosed to any applicable tax authority to the extent reasonably required to assist
the settlement of the disclosing party’s tax affairs or those of any of its shareholders or
any other person under the same control as the disclosing party; or
(g) Which the recipient party can prove was already known to it before its receipt from
the disclosing party.
17.3 The provisions of this clause 17 shall survive any termination of this Agreement.
18. Announcements / Publicity
18.1 Except as required by law or by any stock exchange or governmental or other
regulatory or supervisory body or authority of competent jurisdiction to whose rules the
Party making the announcement or disclosure is subject, whether or not having the force
of law, no announcement or disclosure in connection with the existence or subject
matter of this Agreement shall be made or issued by or on behalf of any Party without
the prior written approval of the others, such approval not to be unreasonably withheld
or delayed.
18.2 Where any announcement or disclosure is made in reliance on the exception in
clause 18.1, the Party making the announcement or disclosure will use its reasonable
endeavors to consult with the other Party in advance as to the form, content and timing
of the announcement or disclosure.
19. Amendment
19.1 No variation of this Agreement shall be valid unless it is in writing and signed by
or on behalf of the Parties to it.
19.2 Unless expressly agreed, no variation shall constitute a general waiver of any
provisions of this Agreement, nor shall it affect any rights, obligations or liabilities
under or pursuant to this Agreement which have already accrued up to the date of
variation, and the rights and obligations of the Parties under or pursuant to this
Agreement shall remain in full force and effect, except and only to the extent that they
are so varied.
20. Assignment
20.1 The Customer shall not assign the Agreement or sub-contract the performance
thereof without the prior written consent of the other Party.
21. Severability
21.1 If and to the extent that any provision of this Agreement is held to be illegal, void
or unenforceable, such provision shall be given no effect and shall be deemed not to be
included in this Agreement but without invalidating any of the remaining provisions of
this Agreement. The Parties shall meet to negotiate in good faith to agree a valid,
binding and enforceable substitute provision or provisions, (if necessary with
reconsideration of other terms of this Agreement not so affected) so as to re-establish an
appropriate balance of the commercial interests of the Parties.
22. Further assurance
22.1 Each of the Parties agrees to perform (or procure the performance of) all further
acts and things, and execute and deliver (or procure the execution and delivery of) such
further documents, as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transaction
contemplated by it.
22.2 Upon taking possession of the finished product, the client must inform the Servicer
of any technical or other problems with their product within 7 days of receipt. After the
7-day period, if no notification has been received, the client will be deemed satisfied
with the product.
23. Warranty of Capacity and power
23.1 Each Party represents and warrants to the other Party that:
(a) It has full authority, power and capacity to enter into and carry out its obligations
under this Agreement;
(b) All necessary acts and things have been taken or done to enable it lawfully to enter
into and carry out its obligations under this Agreement; and
(c) When executed, this Agreement will create obligations which are valid and binding
on it and enforceable in accordance with their terms
24. Force Majeure
24.1 None of the Parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to any
cause whatsoever outside their reasonable control, and they shall be entitled to a
reasonable extension of the time for performing such obligations as a result of such
cause. Furthermore, the Servicer won’t be held liable for time or coverage loss on the
event at any point due to traffic, bad weather, flight delays and things out of her control.
25. No Rights under Contracts for Third Parties
25.1 A person who is not a Party to this Agreement shall have no right under any law to
enforce any of its terms.
26. Arbitration and Proper law
26.1 The Parties shall use all reasonable endeavors to resolve any dispute amicably and
in good faith.
This document is governed by and is to be construed in accordance with the laws of
Florida applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts of Florida (and any court of appeal) and waives any right to object to an action
being brought in those courts, including on the basis of an inconvenient forum or those
courts not having jurisdiction.
27. Notices and service
27.1 Any notice so served by hand, e-mail or post shall be deemed to have been
duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the
time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered post, at
10am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5pm on a
Business Day or on a day which is not a Business Day, service shall be deemed to occur
at 9am on the next following Business Day. References to time in this clause are to local
time in the country of the addressee.
27.2 The addresses of the Parties for the purpose of clause 27.1 are as follows:
Servicer
Isobel Scarlet Photography
Address: [insert address]
Florida
United States of America
E-mail: [insert email]
For the attention of: Isobel Jones
Customer
[Insert client name]
Address: Florida
United States of America
E-mail: [insert email]
For the attention of: [Insert client name]
28. Counterparts
28.1 This Agreement may be executed in any number of counterparts and by the Parties
to it on separate counterparts, each of which is an original but all of which together
constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the Parties the day and year
first above written.
SIGNED by )
for and on behalf of Isobel Scarlet Photography )
)
__________________ )
SIGNED by )
for and on behalf of [insert client name] )
)
)
__________________ )
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