Correspondence address: Mead House, Crawley, Winchester, SO212QE.
1. The following terms of business apply to all products and services (Services) provided Clarissa Fortescue Photography (we or us) to the person buying the products or services (you) .
2. You are deemed to have accepted these terms either when you accept, or ask us to proceed with, a quotation or cost estimate OR from the date of any performance of the Services (whichever takes place first).
3. The parties acknowledge that these Terms of Business supersedes any prior Terms of Business issued by us
4. You acknowledge that you have not relied on any statement, promise or representation which has been given to you by or on our behalf before deciding to enlist our Services.
5. Please read these Terms of Business carefully as they form the agreement between us and you once we commence working together. If you have any questions, please do not hesitate to contact us.
6. The headings we have used in this document are purely to allow for quick referencing. They should not affect your interpretation.
7. We will use reasonable care and skill when performing our Services. The Services undertaken will be laid out to you in a quotation or cost estimate (Quotation), including any respective specifications. If we are providing a retained service or the Services relate to a specific project, there may be a signed specification or service agreement (Agreement)
8. We will use our reasonable endeavours to complete the work required as part of our Services within the agreed timescales or as set out within the original quotation or specification
9. We shall be free to provide our Services to third parties whether during or following the provision of the Services to you.
10. It is your responsibility to obtain any consents, licenses or any other permissions which we need, as well as all relevant collateral and other matters which need in order to provide you with the Services.
11. We will not be held liable for any delays or failures to provide the Services if they are caused by your failure to provide us with the information we require (as above).
12. It is your responsibility to ensure you are available for communications with us in relation to your Services. We will not be held responsible for any delays, non-satisfactory Services or similar which have occurred as a result of a lapse in your communication with us.
13. You are obliged to inform the Company immediately of changes in domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services we deliver.
14. It is your responsibility to test and approve our Services as they are supplied to you and to raise any issues or questions within a timely manner. Failure to respond within 14 days following receipt will be considered approval and 'sign off' of the Services.
15. The fees (Fees) for the Services we provide will be set out in the Quotation or Agreement. If there is a supporting Agreement for your Services, this will supercede whatever is outlined in the Quotation. We will endeavour to update you as soon as reasonably possible if changes are made to estimations or budgets in relation to the Services you have asked us to perform for you.
16. In addition to the Fees, if required, we reserve the right to recover from you a) reasonable incidental expenses incurred in delivering the Services b) the cost of services provided by third parties and required by us for the performance of the Services c) the cost of any materials required for us to provide the Services.
17. You agree to pay for any additional Services you need us to provide which are not detailed in the Quotation or Agreement. This will be charged at our current hourly rate, in effect at the time of performance, or another rate that may be agreed between us.
18. Unless otherwise expressly stated, all of our Fees are in Pounds Sterling
19. We aim to keep any price increases to a minimum. However, we reserve the right to increase our fees. Any changes to Fees will be communicated to you at the earliest opportunity, either in writing or via email.
20. We can withdraw, cancel or amend a Quotation or Agreement if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the Quotation.
21. While we always try to ensure that our Quotations and Agreements are accurate - we reserve the right to amend a Quotation in the event that there is an event or omission.
22. If you want to amend any details of the Services or Agreements you must tell us in writing as soon as possible. We will try to make any required changes - however any additional costs incurred in changing your Services or Agreements will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, we have to make any changes in the Services we provide to you, we will notify you as soon as possible. We will try to keep any such changes to a minimum.
24. You must pay the Fees due within 30 days of the date of the invoice unless there are alternative credit terms agreed between us.
25. New clients may be subject to a credit check before proceeding with Services. If the results are not satisfactory, we will ask for payment in advance of completing any Services - this will be communicated to you in advance and will supercede the payment terms outlined in this document.
26. If you require us to complete work within a shorter time frame than specified in the Quotation or Agreement, we reserve the right to charge additional monies to prioritise such projects ahead of pre-planned work. This will be communicated to you in advance and will supercede the payment terms outlined in this document.
27. We understand and exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998. If you do not pay within the period set out above, or following our reminder letter, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the outstanding amount until we have received payment from you in full.
28. All payments due under these Terms of Business must be made in full without any deductions except as required by law.
29. If you do not pay within 30 days of the invoice date or after our payment reminder, we reserve the right to suspend any or all of our Services and cancel any future Services which have been arranged with you. Suspension of your services does not relieve you of the obligation to pay the amounts owed.
30. If you default, you agree to cover the cost of reasonable legal expenses and third party collection agency fees in the enforcement of these Terms of Business.
36. We can terminate your Services immediately if you:
a. are found to have committed a material breach of your obligations under these terms and conditions; or
b. do not make payment for amounts due under the Quotation or Agreement on the due date of payment; or
c. are or become, or in our opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under the Insolvency Act 1986, or any other arrangement is made with its creditors; or
e. enter into compulsory or voluntary liquidation, have a receiver, manager or administrative receiver appointed in respect of your assets or any part of the business, any documents are filed with the court to appoint administrators in respect of you, notice of intention to appoint an administrator is given by you or any directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings commenced relating to your possible insolvency or insolvency.
37. If you want to cancel your services, you must give us at least 30 days written notice.
38. We reserve all copyright and other intellectual property rights to all parts of the Services delivered to you until full payment of the Fees have been made. Any exceptions to this will be detailed to you in a separate Agreement.
39. We also reserve all copyright and other intellectual property rights to any materials provided to you at the point of engagement or Quotation - regardless of whether or not you utilise our Services.
40. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
41. Our liability under these Terms of Business, and in breach of statutory duty, and in misrepresentation or otherwise, shall be limited as set out in this section.
42. You are responsible for obtaining all legal clearances required for the performance of Services.
43. Neither party shall be held responsible for delays or Neither party shall be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of these Terms of Business.
44. The maximum liability for either us or you is limited to the total amount of Fees payable by you under the Quotation or Agreement.
45. We are not liable (whether caused by our employees, contractors or otherwise) in connection with our provision of the Services or the performance of any other obligations under these Terms of Business or the Quotation or the Agreement for:
a. any indirect, third party, special, consequential, exemplary or punitive damages or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third party scams; or
c. non-performance caused by activities or factors beyond our reasonable control, including delays and non-performance caused by viruses, denial of service attacks, other omissions by third parties, Internet service providers, search engines, third party websites, contractors hired by us or you, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God or terrorism.
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from your choice of Services and your understanding of how they will meet your requirements or your use of the Services
46. You acknowledge that guaranteed results are not a part of the Quotation or the Agreement and we will not accept responsibility for a decline in results or performance as a result of external factors outside of our control.
47. We shall not be liable for ensuring that such Services lead to certain performance improvements.
48. For the purpose of supplying Services to you, we may gain access to and/or acquire the ability to transfer, store and process your organisational data
49. You agree that where processing of personal data takes place, you shall be the 'data controller' and we shall be the 'data processor' as defined in the GDPR (General Data Protection Regulation). For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have exactly the same meaning as in the GDPR.
51. We will not retain any personal data for longer than necessary for data processing and will refrain from processing personal data for any third party purposes.
52. We will not disclose personal data to any third parties other than on a strict 'need-to-know' basis and only under the same conditions as set out on these Terms of Business.
53. We reserve the right to subcontract or delegate any or all of our obligations under these Term and Conditions to a third party.
54. Each party may state in its publicity and marketing materials that the other is a provider or a customer as the case may be.
55. The parties acknowledge and agree that an Agreement for Services supersedes a prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitutes the entire agreement between us relating or our services.
56. We shall be obliged to attempt to settle any disputes arising between us, including disputes relating to the existing or validity of an Agreement through negotiation, provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
57. This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including claims and disputes which are non-contractual) shall be subject to the exclusive jurisdiction of the English and Welsh courts. customer (as the case may be)
Last updated: 21st March 2023