TERMS & CONDITIONS
We will always do our best to fulfill and hopefully even exceed your photography needs. But it’s often best for everyone to have a few things written down so that we both know who, what, where, when and how.
As is the industry standard, all our photography is conditioned upon the Terms and Conditions of our business. These terms may vary with each photo assignment. You will always receive exact details in advance of your proposed assignment. A Terms and Conditions, which is not as ominous as it may sound, will be bound to any services we are used for.
Here’s a look at our general Terms and Conditions. Remember that these may not all apply in every situation and are subject to change, depending on the job at hand. The following is for informational purposes only.
1. DEFINITIONS:
This Agreement is between GoodShot.ca (“Photographer”) and [You] (“Client”) which includes Client’s principals, employees, affiliates and representatives. Client agrees that it has the legal authority to enter into this Agreement on behalf of its employer, company or organization. Photographer’s relationship with Client is that of an independent contractor.
“Image(s)” means the photographic material, whether still or moving, created by Photographer pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints, or digital files, that were captured, recorded, stored, or delivered, in any type of analogue, photographic, optical, electronic, magnetic, digital, or any other, media.
2. USAGE RIGHTS and OWNERSHIP:
Client acknowledges that Photographer is the Author of the Image(s) and also the first and sole owner of all copyrights of the Image(s). The Image(s) and all copyrights remain the exclusive property of Photographer without limitation. All usage rights to the Image(s) specifically granted by Photographer.
IMAGES ARE LICENSED FOR SPECIFIC USE(S) AND ARE NOT SOLD.
Client understands and agrees that it is not buying the Image(s) but is paying only for a licence to use the Image(s). The term of licence begins from the date Photographer receives full payment of invoice.
Unless otherwise agreed, any rights granted are always non-exclusive, non-sub-licensable and non-transferable. Any Image(s) may not be used in a logo, corporate identity, trademark or other service mark.
The use of any Image(s) by Client will not constitute a work of joint authorship.
Unless otherwise agreed, Photographer retains the right to use the Image(s) for his self-promotion.
3. GENERAL LIABILITY and RELEASES:
Photographer will take all reasonable care in the production of the Image(s) and the performance of this agreement. But Photographer will not be liable for any loss, damages, or costs, suffered by Client, or by any third party, arising from Client’s use of any Image(s).
Client will indemnify, defend, and hold harmless, Photographer, his contractors, and his representatives, against any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, that may arise from Client’s use of any Image(s).
In case of accidental equipment damage at the event is caused by the client or an attending guest, the client is liable for the damages and related costs which then get added to the original agreed price of the contract.
In any event, Photographer’s liability for all claims will not exceed the total amount paid under this Agreement minus the costs incurred for procuring accompanying services such as additional photographer/videographer etc.
4. PAYMENT:
Time is of the essence for receipt of full payment under this Agreement.
Payment in full will be due before the commencement of work of the Photographer/Videographer on the date outlined in the agreement.
No post-processing work shall be started on the data (Photographs or Video) that has been captured before the outstanding payments have been made.
NO RIGHTS ARE GRANTED UNTIL PHOTOGRAPHER HAS RECEIVED FULL PAYMENT, INCLUDING, IF APPLICABLE, ANY LATE-PAYMENT CHARGES AND DAMAGES IF APPLICABLE
UNLESS OTHERWISE AGREED, THE USE OF ANY IMAGE(S) PRIOR TO FULL PAYMENT WILL BE CONSIDERED AN UNAUTHORIZED USE. CLIENT AGREES THAT THE REASONABLE AND STIPULATED AMOUNT THAT WILL BE PAID TO PHOTOGRAPHER FOR SUCH AN UNAUTHORIZED USE WILL BE DOUBLE THE INVOICE TOTAL.
Where usage rights before full payment are granted, Photographer reserves the right to rescind any such usage rights if Client fails to make timely payment.
Photographer does not provide any receipts to Client. Photographer’s invoice will serve as Client’s receipt for work performed and services rendered. Bank transfer fees are the responsibility of the Client.
5. CANCELLATIONS and POSTPONEMENTS:
Where Client postpones or cancels an assignment, Client will pay all expenses incurred by Photographer up to the time of postponement or cancellation, plus all fees for any subcontractors booked for the assignment, and:
(a) Thirty-five percent of Photographer’s fees for postponement, or cancellation, less than twenty-four hours from the scheduled time, or
(b) Fifty percent of Photographer’s fees for postponement, or cancellation, after Photographer has departed for location.
If the same assignment is rescheduled for a later date, full fee and any additional expenses will be charged for the actual shooting.
Any deposits paid on booking become non-refundable for cancellation, or postponement, less than two business days from the date of photography.
Fees for cancellation or postponement will apply irrespective of the reasons for the cancellation or postponement. However, Photographer understands that life doesn’t always happen as planned and consideration will be given in any such circumstance.
6. RESHOOTS:
If a reshoot is required due to factors beyond the control of Photographer, including but not limited to, weather conditions, acts of God, or the fault of a third party, Photographer will not charge an additional fee and Client agrees to pay all expenses for the reshoot.
7. FAILURE TO PERFORM:
If Photographer is unable to supply his photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond his control, then Photographer will attempt to procure the services of another professional photographer to fulfill his obligations. If that does not succeed, Photographer will return fees paid by Client minus the costs incurred for procuring accompanying services such as additional photographer/videographer etc and will have no further liability with respect to this Agreement,
This limitation of liability will also apply in the event that any Image is lost or damaged through equipment malfunction, or otherwise, without the fault of Photographer.
8. KILL FEE:
Provided that Photographer has executed the photography assignment in a professional and competent manner, Client agrees to pay Photographer all fees and expenses in connection with said assignment, whether or not Client uses any Image(s).
9. ARCHIVING DIGITAL FILES:
While Photographer may choose to archive the Image(s), it is Client’s responsibility to properly store and archive the Image(s) for the duration of the term of licence. Photographer cannot guarantee the availability of any Image(s) beyond the date of first delivery to Client.
Client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. Client hereby releases Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Photographer becoming unusable.
10. DIGITAL FILE QUALITY:
Photographer is committed to providing high quality services. Photographer may deliver, and Client agrees to accept, the Image(s) encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer determines will be suitable to the reproduction technology and use(s) for which the Image(s) is licensed.
11. ACCEPTANCE OF TERMS:
Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and inures to the benefit of, Client and Photographer, as well as their respective principals, employees, representatives, and successors. Client and its principals, and employees, are jointly and severally liable for the performance of all payments and other obligations hereunder.
No amendment or waiver of any items is binding unless set forth in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and Client is bound by, Client’s oral authorizations for any additional Image(s), fees, and expenses, that could not be confirmed in writing due to the immediate proximity of completing the photography assignment.
This Agreement will be deemed to be a contract made under the laws of Canada and the Province of Ontario, and for all purposes will be interpreted in its entirety in accordance with these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the district of Toronto, Ontario, Canada. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favor of Photographer.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
In addition to oral and written agreements, use of any Image(s) by Client will constitute acceptance of all the above terms and conditions.
This Agreement constitutes the entire and only agreement between Photographer and Client with respect to its subject matter and supersedes all previous agreements, understandings, and communications, whether oral or written, between the two parties with respect to the subject matter hereof.