Terms & Conditions
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") is made between the following parties:
• The “Client” (you) & the “Contractor” (Rimbaud PATRON Photography)
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
• Produce high resolution files.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
3. By contacting the Contractor, the Client agrees to be automatically added to the Contractor's mailing list. All informations and datas should not be shared with anyone else and the Client will have the option to unsubscribe from the mailing list at any time.
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin when the Client first contact the Contractor and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide two days' written notice to the other Party.
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
7. The Contractor will charge the Client a flat fee for the Services (the "Payment").
8. A deposit (the "Deposit") of 30% of the Payment is payable by the Client upon execution of this Agreement.
9. For the remaining amount, the Client will be invoiced by email and the Payment should be made before or, at the latest, on the day, the Services are completed. The result of the Services will not be shared with the Client until the full amount of the Payment has been paid to the Contractor.
10. Invoices submitted by the Contractor to the Client are due before or, at the latest, on the day, the Services are completed unless otherwise stated.
11. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination.
12. The above Payment includes Value Added Tax.
13. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
14. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement, unless otherwise stated.
PENALTIES FOR LATE PAYMENT
15. Any late payments will trigger a fee of 4.00% per month on the amount still owing.
16. Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.
17. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY
18. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive use licence of this Intellectual Property.
19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
20. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.
21. In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.
22. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
23. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
24. In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
25. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
26. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
27. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
28. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
a. The Client’s Full Name and email address
b. Rimbaud Patron
or to such other address as either Party may from time to time notify the other.
29. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
32. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
33. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
34. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
35. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
37. This Agreement will be governed by and construed in accordance with the laws of Scotland.
38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.