All contracts and transactions between the image creator 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 the image creator and all or any of its Clients.
The terms of this agreement are:
1. Definitions
"Assignment" means a piece of work to be undertaken by the Image creator under the terms of this agreement which is fully described as to terms and scope in the Instruction.
“Confidential Information” means all information about the parties, including:
· information created or arising from this agreement;
· information, comment or implication published on any Internet social medium.
“Fee” means all money payable by the Client to the designer, however described, for work on the Assignment.
“Image Creator” Meaning Laura Whiley, the creator of the images
“Images” means any image created by the image creator in any medium.
2. 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.
Nothing in this agreement shall create a partnership, agency or other relationship between the parties, other than the contractual relationship expressly provided for in this agreement.
Neither party shall have, nor represent that he has, any authority to make any commitment on another party's behalf, except as provided in this agreement.
3. Warranties for authority
Each of the parties warrants that he has power to enter into this agreement.
The image creator warrants and undertakes that she is not aware of anything within his reasonable control which might or will adversely affect his ability to fulfil his obligations under this agreement.
4. The contract
The Image Creator agrees to provide the services to complete the Assignment for the Fees set out in the Instruction.
The Image Creator is not registered for VAT.
A contract to undertake each Assignment is made when the Client makes payment of the deposit specified in the Instruction.
The Client agrees to provide accurate, timely and complete information and fully cooperate with Image Creator to enable her to perform her part of this contract.
The Image Creator agrees that she will fully cooperate with the authorised representative to perform his part of this contract.
5. Fee and payment
The Client agrees to pay the Fees set out in the Instruction.
The Client shall pay a deposit of 20% at the time of entering into this agreement, for each individual project.
The Deposit is non-refundable if the Client changes the Instruction significantly.
Payment shall be made by any of: Bank Transfer or any other way agreed between the parties.
The Image Creator reserves the right to charge the Client interest in respect of the late payment of any money due under this agreement at the rate of 5% per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.
Any remaining payment due is to be paid within 14 days of receipt of the final invoice.
6. Project management procedure
After the payment of the Deposit the Image Creator will communicate with the Client to make detailed arrangements for the Assignment.
The Image Creator shall deliver the Images as ordered within 4 days of the Client sending order details.
7. The licence of Images to Client
The Client acknowledges that the Image Creator 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.
The Image Creator restricts so that unless the Image Creator gives written authorisation the Client may not copy any Image created by the image creator, 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 the Image Creator, when using such images on social media, the Image Creator should be credited. However, the images can be used as part of client presentations as intended.
The Image Creator reserves the right to make reproductions of Images created during assignments for marketing, promotional, competition and editorial purposes. However, the Interior Designer will always be credited in any images that the Image Creator may use for marketing purposes.
8. 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:
8.1. except as provided in this agreement, not divulge to any person whatever, or otherwise make use of (and will use his best endeavours to prevent the publication or disclosure of) any Confidential Information;
8.2. not use the Confidential Information in any way for himself or any other person, except in a way that is authorised by this agreement or by the proper authority of the other of them;
8.3. not publish Confidential Information on any social medium.
9. 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.
The Image Creator shall not be liable to the Client for any loss or expense which is:
9.1. indirect or consequential loss; or
9.2. economic loss or other loss of turnover, profits, business or goodwill; or
9.3. 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 the Image Creator 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 Image Creator under this agreement.
10. Duration and termination
Work on the Assignment shall continue until terminated:
10.1. by completion of the Assignment and payment to the Image Creator; or
10.2. work on the assignment will continue until the end of the project or;
10.3. immediately by the Image Creator if the Client fails to pay any sum due within 14 days of the date of submission of an invoice.
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 to be fully valid and effective.
Without regard to the reason why this agreement ends, the Client will pay the Image Creator for all work done to the time the notice of termination is received by the Image Creator, calculated to the nearest one hour.
11. 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.
12. Miscellaneous matters
No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
The Image Creator takes Client’s privacy seriously and will only use his personal data in accordance with the Data Protection Act 2018 as fully described in Schedule [2] to this agreement.
If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it 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 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 under the Contracts (Rights of Third Parties) Act 1999 otherwise, except that any provision in this agreement which excludes or restricts the liability of the directors, officers, employees, subcontractors, agents and affiliated companies of a party, may be enforced under that act.
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.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender
The validity, construction and performance of this agreement shall be governed by the laws of England and Wales the parties agree that any dispute arising from it shall be litigated only in that country.