1. Making a booking
1.1. We shall offer an estimate of costs to you (“Total Cost”) based on the specification of works and dates you supply to us (“Specification”).
1.2. This offer shall be accepted by you, and we shall only become obliged to fulfil that offer, when you confirm the booking by either:
1.2.1. making payment of a non‐refundable deposit to us of 20% (twenty per cent) of the Total Cost (“Deposit”); or
1.2.2. agreeing to pay our invoices within 14 (fourteen) days of the date of the invoice.
1.3. If you require additional work not covered by the original estimate then this will be covered by a separate estimate and constitute a separate booking.
2. Making payments
2.1. You shall provide a purchase order covering the Total Cost.
2.2. We shall send you invoices throughout the term agreed in the Specification at times determined by us to cover work carried out by us up to the date of the invoice.
2.3. You shall pay each invoice within 14 (fourteen) days of the date of the invoice, unless you have paid a Deposit in which case you shall pay each invoice within 30 (thirty) days of the date of the invoice.
2.4. For the avoidance of doubt, each invoice is payable by you irrespective of any changes you subsequently wish to make to the Specification.
2.5. If an invoice has not been paid in full by the due date we may charge interest on the overdue amount at the rate of four per cent (4%) per annum above the base rate for the time being of National Westminster Bank Plc.
2.6. Notwithstanding clause 2.5, we may, in the alternative, claim interest at our discretion under the Late Payment of Commercial Debts (Interest)
Act 1998 (including compensation pursuant to the provisions of that Act).
2.7. All costs are exclusive of VAT, payable in addition if applicable.
3. Cancellation fees
3.1. If you change the dates in the Specification we shall use reasonable endeavours to accommodate the change. However, if we are unable to do so this will constitute a cancellation. If for any reason you cancel the booking you shall remain liable for a proportionate payment of the Total Costs as follows:
3.1.1. cancellation more than four (4) weeks before commencement – 0% (but any Deposit paid is non‐refundable)
3.1.2. cancellation less than four (4) weeks but more than two (2) weeks before commencement – 25% (less any Deposit paid)
3.1.3. cancellation less than two (2) weeks] but more than 24 hours before commencement – 50% (less any Deposit paid)
3.1.4. cancellation less than 24 hours before commencement – 100% (less any Deposit paid).
4. Compliance with legal requirements
You warrant that you have complied with all legal obligations whatsoever in relation to the working environment the subject of the Specification,
whether regarding Health & Safety legislation or otherwise, and shall obtain all necessary consents of the subjects to be photographed pursuant to the booking.
You shall indemnify us against any losses or damage we incur as a result of your failure to comply fully with the provisions of this clause 4.
5. The Materials
5.1. You may request duplicates of the materials delivered pursuant to a booking (“Materials”) within 14 (fourteen) days of their delivery. After that date we cannot guarantee that the Materials will be kept and we may, at our discretion, delete them.
5.2. We shall assign to you all copyright and ownership in the Materials upon receipt of full payment of the Total Cost.
6. Force Majeure
6.1. “Force Majeure Event” means any event or circumstance affecting the performance of any provision of this agreement that is beyond the reasonable control of a party and that prevents that party from performing its obligations to the other including flood, fire, explosion, earthquake or other extreme weather conditions, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock‐outs or other industrial action, terrorist action or civil commotion A lack of funds shall not be regarded as a circumstance beyond that party’s reasonable control.
6.2. Neither we nor you shall be liable for any breach of this agreement directly or indirectly caused by a Force Majeure Event, but the party affected shall:
6.2.1. make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this agreement; and
6.2.2. as soon as reasonably possible after the end of the Force Majeure Event, resume performance of its obligations under this agreement.
6.3. Notwithstanding the provisions of this clause 3, you will pay all costs incurred as a result of any damage caused to equipment whilst in your care (whether as the result of a Force Majeure Event or otherwise) pursuant to a booking, whether in repair or replacement of the damaged equipment (including costs of shipment) or additional costs of temporary replacement for the purposes of fulfilling the booking.
All confirmations and other notices required to be sent by you to us pursuant to these Terms and Conditions shall be in writing and sent by email to firstname.lastname@example.org
8. Governing law and jurisdiction
These Terms and Conditions shall be construed in accordance with the law of England & Wales, and the parties submit to the exclusive jurisdiction of the courts of England & Wales.