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The Photography Contract

The following contract represents the standard contract terms applying to all work undertaken and attaches in respect of all/any quotation issued by Michael O'Farrell Photography.

Photography Contract MOFP/01/2020

This Agreement is dated:

The purpose of this contract is to record the terms agreed for a photographic assignment (the "Assignment")
All contracts and transactions between Michael O’Farrell Photography and the Client whether made orally or in writing are subject to these terms and conditions which shall be deemed to be incorporated into any contract between Michael O’Farrell Photography and all or any of its Clients.
The terms of this Agreement are:
Definitions
Entire agreement
This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
This agreement has been drawn with reference to a single Assignment. However, the parties intend, and now agree that all the terms shall apply so far as reasonably possible to any second or further Assignment or series of Assignments which the parties agree shall be performed under these terms.
In order to apply these terms to a second or further Assignment or to a series of Assignments, a reference to this agreement shall be made in the document setting out the requirements of the Assignment.

Warranties for authorites
Each of the parties warrants that he has power to enter into this agreement
Michael O’Farrell Photography warrants and undertakes that he is not aware of anything within his reasonable control which might or will adversely affect his ability to fulfil his obligations under this agreement.


The Assignment:

Photography Work agreed
Date:                  
Scheduled start time:          
Media:                    Digital Hi Res images and/or Video files
Location one:               
Location two:                (if applicable)
Latest attendance time required:    if applicable
Price and payment is as specified in quotation (subject to additional fees to cover changes to agreed requirements by client)
Price agreed for the Assignment –  as per quotation No.....issued by me
This price includes: Description
Online previews of images
Prints in excess of number agreed including all duplicates, will be charged at the agreed rate set per image file
A deposit of amount specified in quotation is payable when this contract is signed.
The balance is due as per terms of quotation issued by me.
The above mentioned deposit is non-refundable if the Client does not show or changes the session.
If Michael O’Farrell Photography does not appear at the agreed location and time specified above, the deposit shall be refunded in full to the Client.

The above mentioned client shall pay the Photographer for all extra costs that Michael O’Farrell Photography may have for travel, meals, and parking in addition to all other reasonable and customary costs in order to complete this contract.

Selection procedure

Within time specified in the quotation after the date of the photography Assignment, the Photographer will upload watermarked previews of the Images to www.mofarrellphoto.com  for the Client to select the images required and in the format required.
The Client agrees to make his choices and inform the Photographer within 7 days of having received an email link to these images from Michael O’Farrell Photography.
Michael O’Farrell Photography shall deliver the Images as ordered within 7 days of the Client having made the choices.

Within (7) days of having received the prints or other media recording the event, the Client shall pay Michael O’Farrell Photography the balance of all money due under this agreement.

Michael O’Farrell Photography will make reasonable endeavours to ensure that items delivered by a third party are suitably packaged for transit. Michael O’Farrell Photography cannot accept liability for loss or damage caused by a third party.

Michael O’Farrell Photography shall use reasonable endeavours to meet agreed deadlines where applicable.

Michael O'Farrell Photography shall not be liable for any delays in meeting any of her obligations which were due to causes beyond reasonable control including but not limited to; postage/courier/lab delays, war/acts of terrorism, riots, government legislation, industrial action, adverse weather conditions, acts of God, floods, fire, loss or damage in transit.

Cancellation of agreement
If the Client cancels this contract at least 14 days before the date of the event, Michael O’Farrell Photography may retail the deposit, but no further sum will be due.
If cancellation is within 14 days of the Event, the full amount will be due, less a discretionary allowance for post event work not done.


The Licence of Images to Client
The Client acknowledges that Michael O’Farrell Photography owns all right, title and interest in and to the Images and that the Client has no right to use any of them outside the express terms of this agreement.
Money paid to Michael O’Farrell Photography includes a fee for the grant of a licence in the terms of this paragraph. The licence arises only after the Client has paid Michael O’Farrell Photography the money due under this agreement.
The licence is personal, irrevocable, non-transferable and non-sub-licensable.
The licence is restricted so that unless Michael O’Farrell Photography gives written authorisation the Client may not copy any Image created by the photographer, nor permit any other person to do so, without his permission in writing.
For the avoidance of doubt, Images may not be used for the sale of property by some person other than a party to this contract.
So far as any goodwill is generated by the Client's use of the Images it shall accrue to the benefit of Michael O’Farrell Photography.Michael O’Farrell Photography reserves the right to make reproductions of Images created during assignments for marketing, promotional, competition and editorial purposes.


Licence of “model” rights to Photographer
The Client warrants that he has obtained all Model Rights necessary to enable Michael O’Farrell Photography to carry out the Assignment and now agrees to indemnify Michael O’Farrell Photography against any cost or claim by any person arising out of photography of any person or thing at the Event.
The Client agrees that Michael O’Farrell Photography may use his Model Rights in the form of Images taken in this Assignment, only:
to market his business as a photographer;
for sale of a licence to a third party for commercial use of the Images;
for sale of a licence to any bona fide publisher of related material.


Payment for Assignment
Michael O’Farrell Photography shall commence work on the Assignment on the agreed date.
Michael O’Farrell Photography shall complete the Assignment for the Fee which shall be calculated and paid as set out in this paragraph.
The invoice shall include whatever reasonable expenses Michael O’Farrell Photography has incurred in working on any Assignment [provided such expenses have been approved in advance by the Client] [and are evidenced by receipts or vouchers].
Michael O’Farrell Photography may charge for any reasonable costs incurred as a result of any delay caused by the Client or any circumstance controlled by the Client.
Payment of the sum specified in the invoice will be made by the Client within the number of days specified in the terms of payment/on the invoice issued by Michael O’Farrell . Failure to make timely payment shall entitle Michael O’Farrell Photography to stop all work for the Client, including work regulated by any other agreement.
Michael O’Farrell Photography reserves the right to charge the Client interest in respect of the late payment of any money due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate from time to time of The European Central Bank from the due date until receipt of payment.
Banking charges by the receiving bank on payments to the Photographer will be borne by Michael O’Farrell Photography. All other charges relating to payment in a currency other than Euro will be borne by the Client.


Photographer’s requirements
All requirements as detailed by Michael O’Farrell Photography in order to complete the assignment shall be met by the client and the client shall be liable to Michael O’Farrell Photography for any delays in performing the assignment in consequence of his (the clients) failure to meet such obligations


Photographer's obligations
In working on the Assignment and in provision or delivery of any outcome, Michael O’Farrell Photography will comply with
The Detailed Specification and compliance with other standards and regulations
Michael O’Farrell Photography shall provide the services in accordance with the professional standards laid down by the code of professional conduct of the Irish Professional Photographers & Videographers Associations


Use of sub-contractors
If Michael O’Farrell Photography wishes to perform any or all of his obligations under this agreement through agents or sub-contractors, the following provisions apply:
Michael O’Farrell Photography must first obtain the written consent of the Client to the name of the sub-contractor and to the terms of the contract agreement;
Michael O’Farrell Photography remains liable for the performance of this contract;
Michael O’Farrell Photography agrees to indemnify the Client against any loss or damage suffered by the Client arising from any act or omission of any agent or sub-contractor.
Confidentiality
The parties are aware that in the course of the performance of the Assignment they will each have access to and be entrusted with Confidential Information of the other. Accordingly, they undertake in respect of Confidential Information of the other of them, that both during and after completion of the Assignment, they will:
except as provided in this agreement, not divulge to any person whatever, or otherwise make use of (and will use its best endeavours to prevent the publication or disclosure of) any trade secret or Confidential Information;
not use the Confidential Information in any way for itself or any other person, except in a way that is authorised by this agreement or by the proper authority of the other of them;
not store, copy, or use the Confidential Information in any place or in any electronic form which may be accessible to any other person
keep all records of the Confidential Information in all media separate from other records;
keep all records only at the address as specified above (and in particular not to take records in electronic form to any other place);
make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as from time to time may be necessary to ensure compliance by those people with these provisions.
Michael O’Farrell Photography agrees that before it permits any employee or contractor or other person to have access to any Confidential Information, it will enter into an agreement / contract of employment, binding any such person to the matters of confidentiality provided for in this paragraph.


Limitation of liability
All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warranty or term cannot be excluded, then this sub paragraph will be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
Michael O’Farrell Photography shall not be liable to the Client for any loss or expense which is:
indirect or consequential loss; or
economic loss or other loss of turnover, profits, business or goodwill; or
loss of amenity represented by the Client having no visual record of an Event.
loss or damage suffered by the Client as a result of an action brought by a third party.
The above provisions apply even if such loss was reasonably foreseeable or Michael O’Farrell Photography had been advised of the possibility of the Client incurring it.
Except in the case of death or personal injury, the total liability of the Photographer under this agreement, however it arises, shall not exceed the sum of €100,000. This applies whether an action is based on contract, tort or any other basis in law.
This paragraph (and any other paragraph which excludes or restricts the liability of Michael O’Farrell Photography applies to the Michael O’Farrell Photography‘s employees, subcontractors and agents as well as to Michael O’Farrell himself.


Duration and termination
Work on the Assignment shall continue until terminated:
by completion of the Assignment and payment to Michael O’Farrell Photography ; or
by one party giving [28] days' notice of termination to the other; or
immediately by Michael O’Farrell Photography if the Client fails to pay any sum due within [28] days of the date of submission of an invoice having been notified of non-payment by the Photographer; or immediately if Michael O’Farrell Photography is or becomes incompetent or negligent in respect of any of his obligations under this agreement or in respect of any assignment; or
Despite termination of this agreement for whatever reason, all the provisions that are intended to operate or have effect after termination or expiration shall continue in full force and effect.
Without regard to the reason why this agreement ends, the Client will pay Michael O’Farrell Photography for all work done to the time the notice of termination is received by the Photographer, calculated to the nearest one hour.


Uncontrollable events
Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his reasonable control.
A termination notice is irrevocable unless both parties agree to re-instate this agreement.
If the agreement is terminated, all money due from one party to the other becomes due immediately
The party claiming the uncontrollable event will take all necessary steps to perform this agreement despite the uncontrollable event.


Miscellaneous matters
No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then he shall be treated as changed or reduced, only to the extent minimally necessary to bring he within the laws of that jurisdiction and to prevent he from being void and he shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of he nor indicate any intention to reduce that or any other right in the future.
The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.
In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
This agreement does not give any right to any third party.
Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail

The validity, construction and performance of this agreement shall be governed by the laws of the Republic of Ireland and the parties agree that any dispute arising from he shall be litigated only in the Republic of Ireland.
Signed by Michael O’Farrell of Michael O’Farrell Photography 


…………………………………………………………………..                            Date : …………………………………


Signed by [personal name] on behalf of [Client name] his representative who personally accepts liability for the proper authorisation by [Client name] to enter into this agreement.

…………………………………………………………………..                            Date : ……………………………….




 

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