Hayley Lehmann Photography

1. Terms and Conditions
It is mutually agreed that the following terms of agreement form an integral part of this contract and that no variation or modification of this contract shall be effective unless in writing and signed by both parties.
Unless expressly stated by the Company in writing, all quotations, orders made, and images supplied are provided and offered on the following terms and conditions.
These conditions constitute the entire understanding between the parties and shall apply to the contract to the exclusion of any other contractual terms and conditions. The Client agrees that it has not entered into this Agreement in reliance upon any representation, covenant, warranty or undertaking made or given on behalf of the Company except as expressly set out in this Agreement. The conditions of this Agreement may not be varied or waived except with the express written agreement of the Company. No contractual terms and conditions sent by the Client to the Company shall be of any effect with respect to the contract unless expressly accepted by the Company in writing. The holding, banking, negotiation or other use of any deposit shall not of itself constitute acceptance by the Company of an order.

2. Definitions
In these conditions the following words and expressions shall have the following meanings:
“Agreement” means these Terms and Conditions of Business.
“Company” means “Hayley Lehmann Limited”, an English limited company with a registered office at The Den, 2 Dingle Close, Arkley, Herts, EN5 3EL.
“Client” means any person, organization or entity with whom the Company enters into an agreement subject to these conditions.
“Contract” means any agreement made subject to these conditions.
“Event” means the wedding, barmitzvah or other celebration or occasion which the Company has agreed under this Contract to photograph.
“Event Fee” means fee quoted to a Client in respect of the Event as set out on page 1 attached to these Terms of Business.
“Force Majeure” means in, relation to the Company, any circumstance beyond the reasonable control of the Company including without limitation any act of God, war, riot, explosion, abnormal weather conditions, loss of utilities, fire, flood, strike (other than by its own employees), photographer illness of a significant and material nature (in which case every endeavour will be made by the Company to find an alternative Photographer), lock out or industrial dispute and governmental or regulatory authority action.
“Guaranteed Minimum Order” means the minimum amount of post-Event expenditure on photographic and album services committed by the Client prior to an Event being executed as set out on page 1 attached to these Terms of Business.
“High resolution images” means photographic images of a minimum size of 4MB when open.
“Intellectual Property Rights” means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), database rights, design rights, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
“Package Deal” means a bundled group of products and services offered by the Company to the Client at an incentive price.
“Photographer” means any suitably qualified and competent photographer supplied by the Company who shall be physically present at the Event for the purpose of taking or producing photographs or assisting in the taking or production of such photographs, who, unless otherwise agreed in writing by both parties is named on page 1 attached to these Terms of Business.

3. Intellectual Property Rights
The Intellectual Property Rights of all images produced by the Company, including but not restricted to photographs, design, stationery, graphics and the selection and arrangement thereof, is retained by the Company. Original data files are and remain the property of the Company.

4. Prices
Prices are determined in accordance with the prevailing prices quoted at the time an enquiry is received by the Company or otherwise as agreed in writing between the Client and the Company.
Any quotations (regarding the Event Fee or otherwise) provided to the Client are valid for 21 days.
If the order includes an agreement to commit to a Guaranteed Minimum Order, this order must be received by the Company within 6 months of the date of the Event and, if not received within that period the price quoted shall be increased by an amount of 10%.
Should the Event finish more than one hour after the contractual finish time, an overtime charge of £100 per hour per Photographer may be applied at the sole discretion of the Company.
Reasonable out of pocket expenses for travel, accommodation, parking, congestion charges and any other similar or associated expenses and charges will be charged to the Client by the Company as extras in addition to the Event Fee.
All prices (including without limitation the Event Fee) are subject to VAT.

5. Confirmation of Booking
No booking is confirmed until any required deposit and signed contract has been received in full cleared funds by the Company. Upon receipt of these items a VAT invoice will be issued by the Company for the deposit.
The Company regrets that deposits are not refundable in any circumstances in which the Client may wish to cancel a booking. If the Client cancels the booking, clause 12 hereof will apply and credit will be given for the deposit received by the Company against the sums payable thereunder.

6. Terms of Payment
When booking an Event, 25% of the total amount of the Event Fee or such other sum specified by the Company is payable as a deposit. The balance of the Event Fee is payable by the Client in full at least 14 days before the Event takes place or on such earlier date as reasonably specified by the Company. The deposit will be held against payment of the final invoice for the Guaranteed Minimum Order.
When ordering reprints or albums, 50% of the price is payable upon making the order, and the balance on or before collection of the goods from the Company.
 
7. Payment Security
For all Events and products the Company accepts payment via credit cards, cheques, postal orders, money orders and cash.
The Company accepts the following credit cards: - Visa, MasterCard, Delta and Switch.
When making an online payment to the Company, the transaction is normally sent to the Company’s or its agent’s server via a secure connection using Secure Socket Layer (SSL) architecture that has been encrypted using a minimum of 40bit encryption to protect the credit card. Please note, due to the nature of the Company’s secure payment system, the Client’s credit card is authorised at the point of sale.
Should the Client decide to buy reprints via off-line methods the Client’s card will be charged for items subject to Clause 6 above.
When sending cash, money orders or postal orders, this must be sent by the Client via Recorded Delivery or an equivalent secure method. Cheques must be made payable to ‘Hayley Lehmann Limited’.
In relation to this Agreement, the time for payment (of the Event Fee or otherwise) shall be of the essence.
The Company reserves the right to charge interest on overdue payments under the contract, at the applicable Statutory Interest Rate on the total amount due, calculated on a daily basis.

8. Title
Title in all photographic material supplied by the Company to the Client shall remain in the Company until the Company has received payment in full of all amounts owed to the Company. If an order includes an album plus high resolution images on DVD, both will be supplied to the Client at the same time.

9. Exclusivity
The Company shall be the sole professional (still) photographer retained by the Client for the purpose of photographing the Event specified.
Family and friends of the Client shall be permitted to photograph the Event as long as they shall not interfere with, obstruct or impede the Photographer’s duties and shall not unreasonably photograph poses arranged by the Photographer.
The Client shall ensure that any videographer employed by the Client to work at the Event shall co-operate with the Company and the Photographer and do nothing to interfere with, obstruct or impede the Photographer.

10. Delivery
Any time or date quoted by the Company for delivery or performance by the Company is a reasonable estimate only and the Company shall not be liable for any loss or damage whatsoever arising from a failure to deliver or perform within a reasonable period of any such time or date quoted for delivery or performance.

The means of overseas delivery of photographic material under this contract shall be at the sole discretion of the Company save where specified by the Client and accepted in writing by the Company. Acceptance by the Company of the means of overseas delivery specified by the Client shall be deemed to have been given by the Company on acceptance of the order in writing provided that the Company may vary the means of overseas delivery at its sole discretion where it shall not prove reasonably expedient for the Company to use the method specified by the Client and in such event the Client shall be liable to the Company for any additional charges, expenses or costs incurred by the Company in connection with such variation. Delivery charges to any country other than the United Kingdom are charged at the going rate at the time of the order.

The Company accepts no liability whatsoever for the condition of goods or timing of deliveries where an outside carrier is used.

11. Digital Files
If a client purchases an album of Level 4 or above, the Client will also be entitled to purchase all digital files supplied as preview images at the event in the form of high resolution images, after payment for the album in full. These will be supplied on DVD or in such other medium as agreed for a charge of £350 plus VAT. The Client shall be granted a licence in perpetuity to use or reproduce any of the images supplied, provided that the Client shall not be entitled to print any photograph or image in a size larger than 12 x 8”.

12. Cancellation of Event Bookings
If a booking is cancelled by the Client, then, except as set out below, a percentage of the Event Fee and Guaranteed Minimum Order will be payable as follows, based upon the number of days before the Event written notice of cancellation is received by the Company:

90 or less 100%
91 – 120 75%
More than 121 50%

Should the date of the Event be postponed, rather than cancelled, then, at the sole discretion of the Company and subject to availability of a Photographer on the new date, all money previously received from the Client may be applied to the new Event. In this case the total fees chargeable shall be at the rate applicable at the date of the new Event. If, after receiving notice of cancellation, the Company is able to secure a comparable alternative booking for the designated Photographer on the same date, the Company shall waive its entitlement to payment of a cancellation fee but shall still be entitled to retain any deposit received.

13. Failure to Perform
Subject to Clause 22, if the Company cannot perform this Agreement due to a Force Majeure event then the Company shall return the deposit to the Client but shall have no further liability with respect to the Agreement.
This limitation on liability shall also apply in the event that photographic materials are damaged in processing, lost through camera malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of the Company.
In the event that the Company fails to perform for any other reason, the Company shall not be liable for any amount in excess of the Event Fee and Guaranteed Minimum Order as set out on page 1 attached to these Terms of Business.
 

14. Weather
Weather permitting; the Event photographs will be taken as agreed. In the event of rain or snow or any form of weather disturbances, the Photographer will make the necessary changes in the photographic session and will not be responsible for any disappointment, alterations or changes to the format caused by the weather. However, the Company, with the co-operation of the Client, will use reasonable endeavours to produce coverage of the Event within the time allocated.

15. Provision of Food
A hot meal is required for each member of the Photography team where attendance at the Event is in excess of 6 hours. This meal should be timed with the guest’s main course so that no photo opportunities are missed while the Photographer and any assistant eats. The attending Photographer(s) will complete his/her meal within twenty (20) minutes. Meal penalties of £50 per team member will be charged to the Client in addition to the Event Fee if this courtesy is ignored.

16. Photo-chromatic Anomaly
Owing to reflectance caused by a combination of certain dyes and materials, especially man-made fibres, it is sometimes impossible to record the exact colour of a garment as seen by the human eye. The photographs will provide a pleasing colour balance based on the flesh tones of the subjects but cannot guarantee exact colour match. The Company will use all reasonable endeavours to produce pleasing prints. Where close matching is required please supply a fabric sample.
Reasonable retouching is only included on images used within the final album order.

17. Requested Photographs
The Company will employ all reasonable endeavours to take all specific photographs requested and agreed with the Client in advance, provided the following factors are met: weather & allocated time permitting, availability and co-operation of the person/s concerned. These photographs must form part of the Client's/parents’/family/friends’ final order.

18. Coverage
The Company will not be held responsible for the lack of coverage caused by the participants or guests party not being on time, or by Synagogue, Church, and Register Office or Event location restrictions regarding photography. The Company does not undertake to guarantee any specific picture nor incorporate any specific background, location or group arrangement. “Table shots” do not form part of our coverage, but may be requested by the Client at a surcharge of £10 per table. In the event that such a request is made, the Photographer(s) will use their professional judgment in finally determining whether this is possible at the Event itself. Should this result in a decision not to take the pictures, no surcharge is payable by the Client.

19. Licence, Permits and Consents
The Client warrants and represents to the Company that:
(a) it has all necessary permits, licences and consents to enter into this Agreement and to enable the Company to perform its obligations under this Agreement (including without limitation any necessary permits licences and consents to take photographs in religious buildings); and
(b) it has all necessary permits, licences and consents to enter into and to perform its obligations under this Agreement and such obligations shall be performed in compliance with all applicable laws, enactments, order, regulations, and other similar instruments.

20. Collection of Proofs, Photographs, Albums and Materials
The Client must collect all proofs, albums or photographs from the Company within 21 days of receiving written notification from the Company that they are ready. If these are posted to the Client in the UK, a delivery charge of £10 + Vat will be payable by the Client. Delivery to addresses overseas will be by quotation from Fedex or similar couriers.

21. Usage of Images
The Client is obtaining prints for personal use only, and shall not sell the said prints or authorise any reproductions thereof by parties other than the Company. If the Client is obtaining a print for newspaper announcement of the Event, the Company authorises the Client to reproduce the print in this manner. In such event, the Client shall request that the newspaper run a credit for the Photographer adjacent to the photograph, but shall have no liability if the newspaper refuses or omits to do so.
The Company may not, without the Client’s express written permission which it may withhold, use the photographs taken at the Event to promote the Company’s business in advertising, brochures, magazine articles, on the World Wide Web or otherwise. The use of such photographs shall be without payment or liability to the Customer.

22. Liability
22.1 No party excludes or limits its liability under this Agreement for:
221.1 death or personal injury caused by its negligence;
22.1.2 fraudulent misrepresentation; or
22.1.3 any other type of liability which cannot by law be excluded or limited.
22.2 Subject to clause 22.1, the Company limits its liability under this Agreement, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, as follows:
22.2.1 the maximum liability of the Company for damage to or loss of physical property of the Client shall not in aggregate exceed £50,000
22.3 The Company shall not be liable for:
22.3.1 loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings;
22.3.2 loss of data or use of data where not caused by the Company’s negligence;
22.3.3 damage to the Client’s reputation; or
22.3.4 consequential, special or indirect loss or damage, even if the Client has been advised of the possibility of such loss or damage.

23. Complaints
Although the Company strives for the highest quality in everything it does, there are occasions when things can go wrong. If the Client has a complaint they should contact the Company by email at info@hayleylehmann.co.uk. The Client can also telephone the Company on 020 8447 0728 or fax on 020 8441 0528.

24. Waiver, modification and Governing Law
This Agreement incorporates the entire understanding of the parties and supercedes any previous agreement or arrangement between the parties relating to the subject matter of this Agreement. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement. This Agreement shall be governed by the laws of England and Wales and each party submits to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising under or in connection with these conditions.

25. Third Party Rights
No person who is not a party to these conditions shall have any rights to enforce these conditions or any agreement or document entered into pursuant to these conditions pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Further Assurance
Each party shall from time to time (both during the term of this Agreement and after) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

27. Changes to Terms and Conditions
If any provision of these terms and conditions is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

(As posted 1.4.09)