The best work arises from great relationships. Honesty, respect, and gratitude are the keys to a great relationship. Therefore, we have an interest in treating each other with these values at all times. Despite the importance of legal documents, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
Acceptances
The undersigned representative of %client_company% has the authority to enter into this Agreement on behalf of %client_company%. %client_company% agrees to cooperate and provide %company_name% with everything needed to complete the Services as requested by %company_name%.
%company_name% has the experience and ability to fulfil all agreed-upon services for %client_company% in a professional and timely manner. %company_name% will strive to meet every deadline set and to fulfil the expectations for services to the best of its abilities.
Warranty
%company_name% warrants that the Services will be performed in a professional and workmanlike manner, and none of such Services or any part of this Agreement is or will be inconsistent with any obligation %company_name% may have to others. %company_name% has the full right to provide %client_company% with the assignments and rights provided herein.
%company_name% disclaims any and all warranties, whether expressed or implied, including but not limited to the warranty of merchantability, fitness for a particular purpose, suitability, completeness, or results to be derived from the work. Except as set forth herein, all deliverables are delivered on an "as-is" basis.
Confidentiality & Non-Disclosure
Each party shall maintain all Confidential Information of the other party in strict confidence. "Confidential Information" means non-public information disclosed by one party to the other party under this Agreement, marked or indicated as confidential, or any information reasonably considered confidential.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice before any disclosure.
Ownership and Licenses
%client_company% agrees that %company_name% retains copyright and ownership of all deliverables and materials developed pursuant to this Agreement.
The usage rights granted to %client_company% are as listed in the attached quote.
The work product cannot be modified, have derivative works created from it, or be otherwise exploited in any way without %company_name%'s written consent. This includes adding additional colouring or filters.
Non-Solicit
During the period in which %company_name% provides Services and for one year thereafter, %company_name% will not encourage or solicit any employee, vendor, client, or %company_name% of %client_company% to leave %client_company% for any reason.
Relationship of Parties
This Agreement shall not create a partnership, joint or co-venture, agency, or employment relationship between %company_name% and %client_company%. Both parties agree that %company_name% is, and at all times during this Agreement shall remain, an independent %company_name%.
Cancellation
If %client_company% has to cancel this contract for reasons beyond their control (e.g., death, injury, sickness), their liability shall be limited to a full refund of all fees paid. Services or products already supplied will, however, be considered when calculating the refund.
Should %client_company% have to cancel the contract, as compensation for loss of income for %client_company%, the following charges apply as a percentage of the total fee due as presented in this contract at the time of cancellation:
- Less than 7 days before the shoot date: 100%
- Less than 14 days before the shoot date: 50%
Weather
Photo shoots in mountainous terrain are subject to unpredictable weather conditions. In the event that the weather forecast appears unfavourable for the scheduled shoot date, %company_name% may attempt to reschedule, subject to availability. However, it is expressly understood that %company_name% is under no obligation to reschedule due to weather conditions. The safety and comfort of the client, as well as the quality of the photography, are of utmost importance and every effort will be made to accommodate a mutually agreed-upon alternative date, but the final decision rests with %company_name% based on the prevailing circumstances.
Ski Lift Closure
Given the dynamic nature of mountain environments and ski photography shoots, unforeseen circumstances such as ski lift closures may arise. In the event that a planned shoot involves a lift that is closed due to operational reasons or external factors, %company_name% will make every effort to reschedule the shoot to an alternative date or location if possible, subject to availability. If rescheduling proves impractical, both parties will work collaboratively to identify and agree upon an alternative location that aligns with the initial vision for the shoot. %company_name% is dedicated to ensuring the highest quality of service and experience, and this contingency plan allows for flexibility in adapting to unforeseen challenges. If rescheduling and relocating proves impractical and all ski lifts are closed, %client_company% remains liable for 100% of the session fee. It is highly recommended that %client_company% obtains insurance to cover such situations, and %company_name% will provide any necessary details to help with a claim.
Client Responsibility and Safety Acknowledgment
Please be advised that %company_name% does not provide ski guiding or ski instruction services as part of the photography sessions. %client_company% acknowledges and agrees that they are solely responsible for their own safety during any skiing activities associated with the shoot. %company_name% shall not be held liable for any injuries, accidents, or incidents that may occur during skiing or related activities. %client_company% are urged to adhere to all safety guidelines, regulations, and exercise caution on the slopes. By participating in the session, %client_company% accept full responsibility for their well-being and understand that %company_name% is not acting as a ski guide or instructor.
Term & Termination
Either Party may terminate the Agreement immediately if the other party commits a breach and does not cure it within 5 days of written notice. If %client_company% terminates the Agreement without cause, %client_company% agrees to pay %company_name% any and all sums due for services provided and expenses already incurred.
Termination shall not affect the rights granted to %client_company% by %company_name%. Upon termination, %client_company% shall pay %company_name% all undisputed amounts due. If %client_company% has not paid undisputed fees owed for the material or services provided by %company_name% as of the termination date, %client_company% agrees not to use any such material or service until %client_company% has paid %company_name% in full.
Payment Terms
Payments for each invoice delivered by %company_name% to %client_company% are due on the payment date written on the invoice. In case of overdue payments, %company_name% reserves the right to stop work until payment is received.
Expense Reimbursement
%client_company% shall reimburse all reasonable expenses authorised in writing by %client_company% in advance.
Responsibilities
%company_name% is not responsible for compromised coverage due to causes beyond the control of %company_name% including but not limited to obtrusive client, lateness of the client, weather conditions, schedule complications, incorrect addresses provided to %company_name%, or restrictions of the locations. %company_name% is not responsible for backgrounds or lighting conditions which may negatively impact or restrict the photo coverage. %company_name% is not held liable for missed coverage of any part of the event(s).
Venue & Location Limitations
%company_name% is limited by the rules and guidelines of the location(s) and site management. %client_company% agrees to accept the technical results of their imposition on %company_name%.
Coverage & Requested Photographs
%company_name% cannot be held responsible for the lack of coverage caused by persons involved not being ready on time, nor by restrictions placed on the photographer by locations. %company_name% will honour requests for specific photographs subject to the following: weather and time permitting, availability and the cooperation of the persons involved. %company_name% does not guarantee any specific picture nor to include any specific background, location, prop or arrangement, although every effort will be made to interpret persons involved's wishes.
Image Re-Touching
%company_name% do not normally cosmetically alter any images without prior request. If requested, %company_name% reserves the right to charge for re-touching work such as blemish removal, object removal or adjustments to clothes, etc. Rates provided upon request.
Changes
Any material changes to the Services and related fees must be approved by the prior written consent of both parties.
Indemnification and Limitation of Liability
%company_name% agrees to indemnify, defend, and hold harmless %client_company% from any claims arising through %company_name%'s gross negligence or out of any claim that the materials or deliverables violate any proprietary rights of a third party.
%client_company% agrees to indemnify, defend, and hold harmless %company_name% from any claims arising from %client_company%'s gross negligence or out of any claim that %client_company%'s provided content violates any proprietary rights of a third party.
To the maximum extent allowed by law, %company_name% shall not be liable to %client_company% for any incidental, consequential, indirect, special, punitive, or exemplary damages arising out of or relating to this Agreement.
Right to Authorship Credit
Both Parties agree that when asked, %client_company% must properly identify %company_name% as the creator of the deliverables. %client_company% does not have a proactive duty to display %company_name%'s name together with the deliverables, but %client_company% may not seek to mislead others that the deliverables were created by anyone other than %company_name%. %client_company% hereby agrees %company_name% may use the work product as part of %company_name%'s portfolio and websites, galleries and other media solely for the purpose of showcasing %company_name%'s work but not for any other purpose. %company_name% will not publish any confidential or non-public work without %client_company%'s prior written consent.
Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of %company_name%'s primary business location. Both Parties consent to exclusive jurisdiction and venue in the courts located in %company_name%'s jurisdiction.
Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party's reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
Notices
Any notices to either Party pursuant to this Agreement shall be made via a nationally recognised carrier, or e-mail to the other Party's designated representative.
Appropriate Conduct
%client_company% and %company_name% will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement %company_name% believes that he/she has been subjected to harassing behaviour on the part of %client_company% or %client_company%'s staff, %company_name% will notify %client_company% immediately and demand that appropriate actions will betaken to correct the matter. In the event that the reported behaviour continues following %company_name%'s second notice, such behaviour will constitute a breach of this Agreement and entitle %company_name% to terminate this Agreement in accordance with the Agreement's Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to %company_name% by law.
Miscellaneous
The section and subsection headings used in this Agreement are for convenience only. Both parties have had the opportunity to review this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts.
Entire Contract
This Agreement, along with any exhibits, schedules, or attachments, supersedes any previous arrangements, oral or written, and may not be modified except by a written agreement signed by both Parties.
