Standard Terms and Conditions of Business

1. Applicability

These Terms and Conditions of Business (“Terms”) apply to all Assignments undertaken by Kevin Parkes Photography (a trading name of Jireh Training Services Ltd) (“the Photographer” or “Us” or “We” or "Our") for You (“the Client” or "You" or "Your"). These Terms shall prevail over any inconsistent terms or conditions contained, or referred to, in Your purchase order, confirmation of order, acceptance of Estimate, specification or other document supplied by You, or implied by law, trade custom, practice or course of dealing.

2. Definitions

“Assignment” means a commission by the Client of the Photographer for the provision of services as stated in the purchase order, confirmation of order or acceptance of Estimate.

“Client” is the party commissioning the Photographer and includes the Client’s affiliates, assignees, and successors in title.

“Conduct of the Assignment” means performance of any activities or processes required to undertake the Assignment including, but not limited to, preparation, conduct of photographic or video shoots, editing, and management and delivery of the Material.

“Estimate” means any email or other document(s) or attachments electronic or otherwise created by Us and setting out the Fee and expenses for any Assignment.

“Fee” means the fee payable to Kevin Parkes Photography as set out in the Estimate.

“Licensed Images” means the still and/or moving images selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms.

“Material” means all photographic and video material created by the Photographer pursuant to an Assignment and includes but is not limited to digital files, prints, transparencies, negatives, or any other type of physical or electronic material recording either still or moving images.

“Merchandise” means any product, prop or other item provided by the Client to the Photographer to be photographed as part of the Assignment.

“Photographer” means the commissioned Photographer whose details are set out in the Estimate and invoice(s) for an Assignment.

“Usage Licence” means the licence to use the Material as set out in section 3 section 9 and section 10 in these Terms.

“Working Day” means a day that is not a Saturday or Sunday or any day that is a Bank Holiday in England and Wales.

3. Estimates

Basis of Estimate Estimates provided by Us are based on the information provided by You in advance of preparing the Estimate. Changes to Your requirements before or during the Assignment may increase the Fee and expenses.

Minimum Content The Estimate includes, as a minimum, the number and characteristics of Licensed Images which you will be entitled to use, the timescales for undertaking the Assignment, the Fees and expenses payable by You for the Assignment, and return or disposal instructions for the Merchandise provided to Us by You. The Estimate may also specify any variance to the terms of the Usage License granted in section 10 below.

Attachments Any Attachments provided with the Estimate shall form part of the Estimate.

Your Responsibility You are responsible for checking the Estimate to ensure that it provides for all Your requirements including but not limited to number and type of Licensed Images, post production editing, image format, quality and resolution, the correct usage licences and all technical specifications for the Material.

4. Merchandise

Providing Merchandise You are responsible at Your own expense for providing Us with all Merchandise required for the Assignment. All Merchandise will be returned to You or disposed of as agreed in the Estimate. You will be responsible for all the costs of sending, returning or disposing of the Merchandise provided.

Loss and Damage We will not be responsible for any loss or damage to Your Merchandise in transit, either when You send it to Us, or when We return it to You. Nor will We be responsible for any delay to the Assignment caused by any such loss or damage in transit, or any delay to the Assignment caused by a delay for any reason in the Merchandise being delivered Us.

If the Merchandise becomes damaged or lost while in Our possession, We will, at Our option, replace, repair or reimburse You up to a limit of the value of the Merchandise or £500 aggregate total, whichever is the lesser. You agree that You will be responsible for loss and damage to all items with a value greater than £500 while in transit and while in Our possession regardless of quantity.

Ownership All Merchandise provided by You to Us for this Assignment remains Your property unless otherwise agreed in writing or following abandonment as detailed below.

Return, Disposal and Abandonment We will return or otherwise dispose of the Merchandise as agreed in the Estimate. If You have not provided any instructions, We will store the Merchandise for a maximum of 30 days following receipt of full and final payment of the Fee and expenses for the Assignment. If You have not given Us instructions after this time We will send You a formal notice requesting instructions and payment for the return or disposal of the Merchandise. If, after a further 30 days, We have still not received instructions or payment from You, We will consider the merchandise abandoned. You agree that all title, interest and ownership of abandoned Merchandise will pass to us. We may then choose to retain, sell, donate or dispose of the Merchandise as We see fit. You further agree that You will receive no compensation for the Merchandise or proceeds from any sale.

5. Execution of the Assignment

Attendance You will not normally be present during the conduct of the Assignment unless We have previously agreed this with You in writing. If We agree to You being present, We will arrange the activity on a mutually agreeable date.

Assignment Brief Prior to commencement of the Assignment You should provide Us with a written brief of Your requirements for the Assignment. You can decide the level of detail You wish to give in the brief but You accept all responsibility for its sufficiency and for any errors or omissions. During conduct of the Assignment We will take account of any reasonable instructions in respect of the Assignment brief but cannot guarantee to fulfil all of them due to unforeseeable technical or other issues. If there is a problem We will endeavour to discuss this with You before We proceed.

Changes We will also endeavour to accommodate any changes You make to the brief after We have started work on the Assignment but cannot guarantee that We will be able to do so. You agree that such changes may incur an additional Fee and expenses and may extend the time taken to complete the assignment.

Acceptability If You are not present during the Assignment then Our interpretation of the brief will be deemed acceptable to You.

6. Location Shoots

Applicability Where any part of the assignment is to be conducted at Your premises or at any other location which is not Our normal place of business (a “Location Shoot”), then the terms specified in this section will apply.

Working Hours A normal day is up to 9 hours (including 1 hour for lunch) between 9am and 6pm on any Working Day.

Antisocial Hours Any hours worked outside a normal day (“Antisocial Hours”) will incur additional overtime fees for the Photographer, crew and facilities. We will agree these with You. Additional fees for crew, facilities and any other third parties required to work Antisocial Hours will be as set out in their standard terms or otherwise negotiated.

Cancellation If a confirmed Location Shoot is cancelled or postponed for reasons outside our control, including but not limited to cancellation for any reason by You, unsuitable weather, light or other conditions, unsuitable or unavailable location or facilities, or unsuitable or unavailable personnel such as models, stylists, essential assistants or other people required on location to undertake the activity, We reserve the right to charge a cancellation fee which We will agree with You, together with all incurred expenses.

7. Acceptance and Delivery

Material Review We will deliver the Material to you for review as soon as reasonably practicable in a low resolution watermarked format to enable You to select the final Licensed Images as specified in the Estimate.

Editing We will make any necessary edits to the Material to ensure that it is of the highest quality and free from defects. We will endeavour to accommodate any editing requests and suggestions that You make but cannot guarantee that We will be able to do so.

Timescales Subject to any previously agreed deadlines for post-production work We will carry out any such work required as soon as reasonably practicable but cannot guarantee urgent turnaround.

Final Delivery The final Licensed Images will be delivered to You free from watermarks in a high quality format to meet Your requirements as agreed in the Estimate.

Rejection You have a right to reject any Licensed Images which are technically defective but we have a right to attempt to remedy any such defects and We will only accept Your rejection if such defects cannot be remedied. However, unless expressly agreed in writing between You and Us, You shall not be entitled to reject the Material on the basis of style or composition.

8. Storage of Material

Availability We will make available all Licensed Images from the Assignment for digital download by You for 30 days following payment in full of all Fees and expenses.

Storage You must ensure that You take appropriate steps to safely store an exact digital copy of all Material supplied for the duration of the Usage Licence. We will not be responsible for archiving any Material unless by prior written agreement with You. A Fee will be payable if You want us to archive Your Material.

Copies of Material If the Licensed Images are still available after the 30 day period stated above, We can provide copies of the Licensed Images to You at your request subject to an administration fee to cover Our time and expenses. However, the availability of Your Material after the initial 30 days cannot be guaranteed unless We have agreed to Archive them for You.

Unauthorised Storage Save for the purposes of the Usage Licence as stated above, the Material may not be stored in any electronic medium or transmitted to any third party, including for the avoidance of doubt to any of Your associated or branch offices, without Our written permission.

Published Images Following publication of the Licensed Images by You We reserve the right to request that You provide Us free of charge a high-resolution digital file, PDF format file or good quality hard copies of the Licensed Images in the context in which they are published.

9. Copyright and Ownership

The entire copyright and all similar rights throughout the world in all the Material and ownership of all physical materials created by or for Kevin Parkes Photography shall vest in and be retained by Kevin Parkes Photography at all times.

10. Usage License

Usage License Unless stated otherwise in the Estimate or as an attachment to the Estimate and upon payment in full of both the Fee and expenses for the Assignment Kevin Parkes Photography grants to You the right to use the Licensed Images to promote Your own company, its products and services, whether directly or through a third party (with Your permission), either online or in print throughout the world. There is no time limit on this use or limit on the number of times the Licensed Images may be used unless previously agreed in writing with Us. No use may be made before payment in full without Our express written agreement.

Limitations Usage of the Licensed Images is limited to use of the images as provided by Kevin Parkes Photography to You and You must not manipulate any Licensed Image or make use of only part of any individual image without Our prior written permission.

You must not sell the Material or otherwise give it away in any form or for any purpose to any third party, including via online libraries, or use Material on any printed merchandise, unless previously agreed by Us in writing.

11. Additional Usage

Fees The Fee is based on the Usage Licence as specified in the Estimate. Any additional or extended use (including for the avoidance of doubt the use of individual still frames from licensed moving image footage) will be subject to an additional fee which must be agreed by Us in advance.

Estimate Validity Any estimates of additional or extended usage licence fees provided to You are valid for a period of three months from the date of the estimate unless otherwise notified in writing.

Third Party Rights You acknowledge that such estimates do not include provision for any third party rights. These are Your responsibility under section 13 below.

Unlicensed Use Any extended or additional use of the Licensed Images made without Our permission shall attract an additional fee.

12. Exclusivity

Your Use All Usage Licences granted to You by Kevin Parkes Photography shall be exclusive to You unless otherwise agreed in writing.

Our Use Nothing in these Terms shall prevent Us at any time from using the Material, whether commercial, test or speculative (images shot for presentations, pitches or awards), in any form and in any manner worldwide for the purpose of promoting Our business and services. We reserve the right to use the Material for this purpose whether or not in the context of Your own advertisements or other material in which the Material is incorporated, including without limitation Your branding.

13. Third Party Rights

Terms and Conditions Engagements of third party suppliers, including models, are subject to such terms and conditions as those parties may require which will be made available to You by Us on request.

Model Fees and Clearance Estimated model fees cover modelling time only and You will be responsible for clearing model usage unless otherwise stated on the Estimate.

Third Party Items Items created specifically for the Assignment shall remain the property of their creator unless agreed otherwise.

Third Party Copyright We will not be responsible for obtaining any clearances in respect of third party copyright works, trade-marks, designs or other intellectual property used in relation to the Assignment or any Usage Licence or extension thereof unless expressly agreed in writing prior to commencing the Assignment.

14. Credits

In respect of all editorial uses and otherwise as additionally stated in the Estimate You agree that Our name is printed on or in reasonable proximity to all published reproductions of the Licensed Images.

15. Payments

Initial Payment A deposit of 20% of the Fee plus all expenses and production costs must be paid in advance of the commencement of the Assignment unless otherwise agreed in writing and such invoices are due on presentation.

Invoices and Late Payment All other invoices must be paid within 30 days of the date of issue. We reserve the right to charge interest on late payments at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made. Material will be made available only in low resolution watermarked form until such time as all invoices have been paid.

Interim Payments If there is a delay of one month or more between agreed pre-production work and conducting further elements of the Assignment, We reserve the right to invoice You for the pre-production element of the Fee and for any expenses already incurred by Us.

Final Payment The final Licensed Images will be delivered to You when payment of the Fee and expenses has been received in full by Us.

Obligation to Pay We do not work on a ‘pay per image used’ basis. All Fees and expenses are payable even if You do not use the Licensed Images.

Currency and Payment Method All payments are due in pounds sterling unless expressly stated otherwise and must be made by bank transfer.

16. Expenses

Expense Estimates All expenses figures provided in advance of the Assignment are estimates only and the final costs incurred may vary from these. We will try to keep You informed of any variation to our estimate before such expenses are incurred but cannot gaurantee to do so. Receipts for expenses can be provided on request.

Cost Variance We will endeavour to keep within the costs agreed in the cost estimate but some variance may be required to realise the brief. We will discuss any such changes with You before we proceed.

Additional Fees and Expenses Where additional expenses or time are incurred by Us as a result of alterations You make to the original brief, or any other changes You request, You will be liable to pay all additional expenses, and pay additional fees at Our normal rate.

17. Indemnity

You must indemnify Us and our respective officers and employees on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including legal costs) or licence fees due by reason of any infringement claim, or alleged infringement, of any intellectual property rights relating to any failure by You to obtain third party clearances or arising out of use of the Material by You outside of the Usage Licence or otherwise as a result of any breach by You of these terms.

18. Extent of Liability

Limit of Liability We shall not be liable to You for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Us, Our employees, agents or sub-contractors or otherwise) which arise out of or in connection with the Assignment.

Maximum Liability Our maximum aggregate liability for all losses, damages, costs, claims and expenses however or whenever arising out of or in connection with these Terms shall in any event be limited to the total amount of the fees paid to Us in relation to the relevant Assignment.

Legal Liabilities Nothing in these terms excludes or limits the liability of Kevin Parkes Photography for death or personal injury caused by Our negligence or that of Our employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal to exclude.

Disclaimer We hereby disclaim any warranties, conditions and other terms on or relating to any of Our services which might otherwise be implied whether by statute, law, custom, course of dealing or otherwise, including without limitation any warranty, condition, or other terms of merchantability, quality, fitness for purpose or non-infringement to the fullest extent permitted by law.

19. Confidentiality

Our Duty Kevin Parkes Photography will maintain your confidentiality and will not disclose to any third parties or make use of material or information communicated to us in confidence for the purposes of the Assignment, save as may be reasonably necessary to enable us to carry out our obligations in relation to the Assignment.

Your Responsibility It shall be your responsibility to maintain Our confidentiality and not disclose to any third parties or make use of material or information communicated to You in confidence for the purposes of the Assignment, save as may be reasonably necessary to enable You to carry out Your obligations in relation to the Assignment. It shall also be Your responsibility to arrange for any third party involved in the Assignment to enter into any confidentiality agreement. We will not be liable for any breach of confidentiality by any third party.

20. Termination

Justification Either party will be entitled to terminate these Terms immediately by giving written notice to the other if the other party either:

a. commits a material breach of these Terms and fails to remedy that breach (if remediable) within 30 days after receipt of written notice requesting its remedy; or

b. is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the other party’s assets are the subject of any form of seizure, or the other party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or a receiver or administrator is appointed over the other party’s assets.

Outstanding Payments On termination or expiry of these Terms for whatever reason You must pay all sums due and owing the date of which will be automatically accelerated to the date of termination.

Survivability The provisions of Clauses 2, 4, 8, 9, 10, 11, 12, 13, 14, 17, 18 and 19 in these Terms shall survive expiry or termination.

Impact on Other Rights Any termination and/or suspension of these Terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

21. Force Majeure

Kevin Parkes Photography shall not be liable for any failure or delay in the performance of any of Our obligations under these Terms caused by any circumstances beyond Our reasonable control.

22. General

Waiver No delay or omission by a party in exercising any right or remedy under these Terms shall operate to impair such right or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right or remedy shall not preclude any further exercise or the exercise of any other right or remedy.

Assignment/Sub-contracting Neither party shall be entitled to assign, transfer, delegate or sub-contract the whole or any part of its rights and obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

Notices Any notice under these Terms shall be duly given if: (a) delivered personally; or (b) sent by pre-paid post, in which case it shall be deemed to have been received 48 hours after posting; or (c) sent by email, in which case it shall be deemed to have been received when transmitted, or, if this falls outside business hours in the place of receipt, when business hours resume.

Entire Agreement and Variation These Terms and the Estimate (including any attachments thereto) constitute the entire agreement between the parties with respect to their subject matter.

Severability If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the Terms and the remainder shall continue to be valid and enforceable to the fullest extent permitted by law.

Relationship Nothing in these Terms shall be construed so as to give rise to any agency, joint venture, partnership or relationship of employer and employee between the parties.

Third Party Rights The provisions of these Terms are for the benefit of the Parties and are not intended to confer upon any person except the Parties any rights or remedies hereunder. No person who is not a party to these Terms shall have any right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

Law and Jurisdiction These Terms are governed by the laws of England & Wales and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England & Wales.