Standard Terms and Conditions

Version 01. /05.11.07

1. Definitions:

1.1 Agreement: the agreement (of which this document forms a part) formed between Wedding Fine Art and the Client for the provision of Services.
1.2 Applicable Rate: the hourly charge applicable to the Work in question as agreed in writing between Wedding Fine Art and the Client.
1.3 Client: the other party to this agreement as identified in the order.
1.4 Conditions: the terms set out in this document.
1.5 Estimate: a document prepared by Wedding Fine Art that indicates an estimate of the time which will be required to carry out work.
1.6 Order Confirmation: an acceptance by the Client of any Quote or other offer to carry out work by Wedding Fine Art.
1.7 Project: the development that is the subject of an agreement between Wedding Fine Art and the Client.
1.8 Quote: a document prepared by Wedding Fine Art and communicated to the Client which offers to carry out certain work for a specified cost.
1.9 Third Party: Any person or legal entity not a party to this Agreement.
1.10 Third Party Software: Any software or code component that is the property of a Third Party.
1.11 Work: any time spent by Wedding Fine Art on the Project including but not limited to on-site visits, writing specifications, general advice, consultancy project management and programming.
1.12 Writing: the term “in writing” includes by email.

2. Interpretation:

2.1 In the event of a conflict between any part of these Conditions and any Quote, offer or Order Confirmation, these Conditions shall have precedence.
2.2 This Agreement (as varied in accordance with its terms) forms the entire understanding.

3. Work:

3.1 The terms of this Agreement apply to all present and future contracts entered into between the Client and Wedding Fine Art.
3.2 Before commencing a piece of Work, Wedding Fine Art will provide a Quote or an Estimate detailing what Work is to be carried out. The Client must confirm in writing its acceptance of that Quote or Estimate.
3.3 Quotation: the Client will be charged the amount specified in the Quote for the work carried out in accordance with it, regardless of the time actually taken to complete that work.
3.4 Estimate: estimates are based on Wedding Fine Art’s current costs of production time and materials and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
3.5 Preliminary Work: All work carried out, whether experimentally or otherwise, at Client’s request shall be charged.
3.6 Copy: A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
3.7 Proofs: Proofs of all work may be submitted for Client’s approval and Wedding Fine Art shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to Wedding Fine Art’s judgement, changes there from made by the Client shall be charged extra.
3.8 Wedding Fine Art reserves the right to amend any specification where the effect will be to maintain or enhance the overall performance of the Goods or Services.
3.9 Quotations are valid for 30 days from the date of delivery but may be varied by Wedding Fine Art (by written notice) at any time prior to acceptance by the Client.
3.10 Wedding Fine Art will use its best endeavors to complete work in accordance with delivery dates specified but shall not be liable for any loss resulting from late delivery.
3.11 Any deficiencies in the product or service delivered by Wedding Fine Art must be notified to Wedding Fine Art in writing within 5 working days of delivery.
3.12 The Client shall provide to Wedding Fine Art all information, products, data and facilities reasonably required by Wedding Fine Art in order to perform services under this Agreement.
3.13 Should work be required on the Client’s site, the Client shall provide safe working conditions for the representative(s) of Wedding Fine Art.

4. Charges:

4.1 Subject to clause 4.2, below, any work carried out by Wedding Fine Art shall be charged at the Applicable Rate unless an alternative rate is agreed in writing.
4.2 No rate below the Applicable Rate may be agreed other than in writing by a Director of Wedding Fine Art.
4.3 Subject to prior notification in writing, Wedding Fine Art reserves the right to vary the Applicable Rate at any time.
4.4 Except where Work is being carried out pursuant to a Quote, any change in the Applicable Rate shall apply to the remainder of the Work carried out on any Project.
4.5 On-site visits will be charged at the Applicable Rate for the Project including travel time plus reasonable travel expenses. Subject to prior written notification, Wedding Fine Art reserves the right to vary this charge at anytime.
4.6 All charges and prices quoted are exclusive of Value Added Tax (VAT). As of 05.11.07 Wedding Fine Art is not VAT registered and therefore VAT is not applicable. Wedding Fine Art reserves the right to charge VAT or change the amount of any Value Added Tax or duty payable whether or not included on the estimate or invoice.

5. Delivery and Payment:

5.1 Unless otherwise specified, the price quoted is for delivery of the final work (and excludes items covered in clause 11.6) to the Client’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
5.2 Should expedited delivery be agreed an extra charge may be made to cover any overtime or any additional costs involved.
5.3 Should work be suspended at the request of, or delayed through any default of, the Client for a period of 14 days Wedding Fine Art shall then be entitled to payment for work already carried out, materials specially ordered, and other additional costs including storage.
5.4 Responsibility for completed work will pass from Wedding Fine Art to the client upon notification that the work is completed, or upon dispatch from Wedding Fine Art’s premises, whichever is earlier.
5.5 Schedules of timings are stated as accurately as possible, but are not guaranteed and are subject to extension to cover delay caused by events beyond Wedding Fine Art’s control.

6.1. Payment Terms:

(a) Where a Fixed Price Agreement is entered into, 40% of the purchase price is payable on booking confirmation, 30% payable midway and the remaining 30% is due towards completion of the project (typically at the time you choose your favourite photo to be turned into a digital artwork);
(b) Print and Production services payment in full is due at the time of placing the order.
(c) Invoices unpaid: Interest will be applied to any sum not paid by the due date at the rate of 8% over prevailing base rates per month or part thereof until the date on which payment is received.
(d) No deduction may be made in respect of set-off or counterclaim
6.2 Wedding Fine Art do not accept cheques as a method of payment as from 05.11.07. Payment may be made in the following ways only:
(a) Cash: Sterling currency tendered in person. Cash should not be sent by post or carrier; any cash sent other than in person is at the risk of the Client.
(b) CHAPS, BACS, Credit Card, Debit Card or PayPal.
(c) Other: No other method of payment is permitted except where agreed in writing by a Director.
(d) Payment must be made in sterling unless otherwise agreed in writing by a Director.

7. Claims:

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Wedding Fine Art and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods). Any claim in respect thereof must be made in writing to Wedding Fine Art and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Wedding Fine Art within 28 days of delivery. Wedding Fine Art shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that (a) it was not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.

8. Consequential Loss:

Wedding Fine Art shall not be liable for any consequential loss incurred by the Client in the event of late or non-delivery. Where defective goods have been supplied by Wedding Fine Art liability shall be restricted to the correction of such goods.

9. Standing Material:

9.1 All media, code, electronic files and other materials owned by Wedding Fine Art and used by Wedding Fine Art in the production of all artworks and services shall remain its exclusive property. Such items when supplied by the Client shall remain the Client’s property. Whilst reasonable care is taken of Client’s property, no responsibility for loss or damage, howsoever caused, can be accepted (see Insurance). (Subject to clause 11.)
9.2 Materials and electronic files may be destroyed and media overwritten immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for storage, and no responsibility for loss or damage, howsoever caused, can be accepted by Wedding Fine Art (see Insurance).

10. Insurance:

Wedding Fine Art’s liability on its own property ceases when the work is either dispatched or upon the date of invoice to the client, whichever is the earlier, and the client is responsible for insurance on such property from that time. Wedding Fine Art will not be liable for loss, damage or theft to any data held on magnetic media, film, plates, paper or material belonging to the client howsoever caused. Liability to insure such items on Wedding Fine Art’s premises rests with the client. Wedding Fine Art shall not be liable for any consequential loss.

11. Title and Risk:

11.1 The risk in the goods passes to the Client as in clauses 4, 8 and 9.
11.2 Title in all goods sold under these conditions shall be retained by Wedding Fine Art until payment in full of the purchase price together with payment in full of the price of any other goods which are the subject of any other contract between Wedding Fine Art and the client. Until such payment the Client shall hold the goods in such a way as to be identifiable as the property of Wedding Fine Art and as bailee on behalf of and in a fiduciary capacity for Wedding Fine Art.
11.3 In the event of any disposal of the goods by the Client prior to payment in full of the purchase price the Client shall hold the proceeds of the sale in a fiduciary capacity for Wedding Fine Art. Such proceeds of sale shall be placed in a separate account of the Clients to be identifiable as the property of Wedding Fine Art. Any such sub-sale by the Client shall as between the Client and Wedding Fine Art be effected by the Client as agent for Wedding Fine Art but as between the Client and the sub-purchaser shall be effected by the Client as principal.
11.4 If goods the property of Wedding Fine Art are admixed with goods the property of the Client or are processed with or incorporated therein the product thereof shall become and shall be deemed to be the sole and exclusive property of Wedding Fine Art until payment in full by the Client of the purchase price of the goods. Wedding Fine Art shall have full power and title to dispose of and sell such admixed goods provided that Wedding Fine Art having first applied the proceeds received from the sale of the admixed goods in satisfaction of the outstanding balance of the price owed to it by the Client shall account for the remainder to the Client.
11.5 In the event of non-payment by the Client by the due date Wedding Fine Art shall be entitled in addition to any and all other rights available to it to enter any premises where the goods may be and to recover possession of them.
11.6 Copyright: (a): The copyright and ownership remains with Wedding Fine Art on all original electronic media, files, source code, software and programs developed by Wedding Fine Art, and all illustrations, commissioned photography, designs, digital artwork unless otherwise agreed in writing. Any further use of these designs by the client (not covered by the original purchase order) must be agreed with Wedding Fine Art in writing. Any copyrights not held by Wedding Fine Art, but for which agreement (fee has been paid) has been obtained for the use of said material, Wedding Fine Art will not be held responsible if the client chooses at his own discretion to break any said copyrights.
(b): Wedding Fine Art gives no warranty or assurance in any shape or form, or implied, that any original, new, or replicated designs will not either infringe any third party rights or comply with any relevant regulatory or statutory controls. It is for the clients of Wedding Fine Art to carry out their own investigations in this regard and/or to provide Wedding Fine Art with the necessary information. Also in so becoming a client of Wedding Fine Art the client fully indemnifies Wedding Fine Art against any legal action and subsequent judgements that may arise.

12. Client’s Property:

Client’s property and all property supplied to Wedding Fine Art by or on behalf of the Client shall, while it is in the possession of Wedding Fine Art or in transit to or from the Client be deemed to be at Client’s risk and the Client should insure accordingly.

13. Materials Supplied by the Client:

13.1 Wedding Fine Art may reject any materials supplied or specified by the Client which appear to it to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production will be charged except that if the whole or any part of such additional cost could have been avoided but for reasonable delay by Wedding Fine Art in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client. As matt coated materials are liable to rubbing and scuffing problems, this estimate assumes such paper supplied or specified by the Client will be suitable for processing without marking. In the event of methods having to be used to avoid marking which incur costs, extra charges will be made.
13.2 Where materials are so supplied or specified, Wedding Fine Art will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
13.3 Quantities of material supplied shall be adequate to cover normal spoilage.

14. Materials Supplied to the Client:

Wedding Fine Art takes no responsibility for any errors in electronic files supplied to the Client or one of its suppliers, where the Client has approved the Photography and Artwork beforehand. Any subsequent errors, omissions and additional costs that occur, without first supplying a digital proof to Wedding Fine Art to approve, are the responsibility of the client.

15. Insolvency:

If the Client ceases to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, or being a company is deemed to be unable to pay its debts, or has a winding-up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Wedding Fine Art without prejudice to other remedies shall:
15.1 Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to him, and
15.2 In respect of all unpaid debts due from the Client have a general lien on all goods and property in Wedding Fine Art’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
15.3 Have the right to enter the Client’s premises and recover goods that have not been paid for.
15.4 Have the right to obtain payment from the directors of the Client company who will become personally liable for all the outstanding debts of the Client.

16. Termination:

16.1 Either party may terminate this Agreement at any time upon giving 30 days written notice.
16.2 However, notwithstanding any termination of this Agreement under Clause 16.1 or otherwise:
(a) The terms of this Agreement shall continue to apply to any Work carried out under or in relation to any contract entered into prior to the expiry of the 30 days notice.
(b) The terms of this Agreement relating to Confidentiality (Clause 20) shall continue to apply.
(c) The terms of this Agreement relating to Non-Solicitation (Clause 23) shall continue to apply.

17. Limitation of Liability:

17.1 Wedding Fine Art’s liability in the event of any breach of contract or tortious act shall be limited to the amount paid by the Client under the relevant Agreement for the Work in question.
17.2 Wedding Fine Art shall under no circumstances be liable for any loss or damage arising which is indirect or consequential in nature.

18. Third Party Software:

Any Third Party goods are supplied subject to the third party’s licence terms, a copy of which is available from Wedding Fine Art on request. By placing an order the Client accepts those third party licence terms.

19. Illegal Matter:

19.1 Wedding Fine Art shall not be required to produce any matter which in its opinion is or may be of an illegal, immoral or libellous nature or an infringement of the proprietary or other rights of any third party.
19.2 Wedding Fine Art shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous or immoral matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Client. The indemnity shall extend to any amount paid on a lawyer’s advice in settlement of any claim.

20. Confidentiality:

20.1 Subject to clause 20.2 below each Party must (unless otherwise required by law):
(a) Keep confidential all information obtained from the other Party (the “Disclosing Party”) under or in relation to this Agreement (“Information”).
(b) Not disclose any Information to any Third Party without the prior written consent of the other Party other than to such persons and to such extent as may be strictly necessary for the performance of the Agreement.
(c) Not use any information otherwise than for the purposes of this Agreement.
20.2 The provisions of clause 20.1 do not apply to information which:
(a) Is or becomes public knowledge (otherwise than by a breach of this clause); or
(b) Was in the possession of the party concerned without restriction as to its disclosure before it was received from the Disclosing Party.
20.3 The provisions of clause 20.1 do not apply to disclosures of Information for a proper purpose to any public authority, regulatory body or a court of law in legal proceedings or to either Party’s senior management, auditors, bankers, lawyers or professional advisers.
20.4 The provisions of this clause 20 shall continue to apply notwithstanding termination of the Agreement.

21. Force Majeure:

Wedding Fine Art shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lockout, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to Wedding Fine Art elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

22. Sub-contracting:

Wedding Fine Art reserves the right to carry out any order by sub-contracting.

23. Entire Agreement:

23.1 This document contains the entire agreement between the parties and supercedes all prior or contemporaneous understandings and agreements relating to the subject matter of this Agreement whether oral or in writing. Neither party was induced by any representation to enter into this Agreement. There are no provisions, representations, undertakings, agreements or collateral agreements other than as set out in this document.
23.2 No addition, deletion or modification to this Agreement may be made other than in writing signed and dated by the Client and a Director of Wedding Fine Art.

24. Non-solicitation:

24.1 For the purposes of this Clause 24:
(a) “Former Employee” means any former employee of the relevant Party whose employment with that Party terminated in the preceding 12 months;
(b) “any Contract” means any contract whatsoever, regardless of whether it incorporates the terms of this Agreement or is otherwise covered by this Agreement;
24.2 During, and for a period of 12 months following termination of, any Contract between Wedding Fine Art and the Client:
(a) Neither Party shall seek to entice away from the other’s employment any Employee of that other Party.
(b) Neither Party shall offer employment to any Employee of the other party.
(c) Neither Party shall seek to entice away any Third Party client of the other Party.
24.3 During, and for a period of 12 months following termination of, any Contract between Wedding Fine Art and the Client, neither Party shall offer employment to any Former Employee of the other Party.
24.4 Either Party shall be entitled to seek an injunction to prevent any breach of this Clause 24;
24.5 In the event of breach of this Clause 24, the Party in breach shall be liable for all resulting losses of the other Party, including (but not limited to):
(a) Lost business.
(b) Costs of finding a replacement employee, including (but not limited to):
i. All recruitment agency fees.
ii. Time spent by Wedding Fine Art in finding a replacement (at the Applicable Rate).
(c) Costs of training a replacement employee, including (but not limited to):
i. Time spent by Wedding Fine Art training the new employee (at the Applicable Rate).
ii. External training course fees.
iii. Losses resulting from the decreased productivity of the new employee.
24.6 The measure of damages in the event of breach of this Clause (being a reasonable estimate of the loss stated in clause 24.3 above) shall be fifty per cent (50%) of the starting salary of the Employee in his new employment with the Party in breach or £15,000, whichever is greater.

25. Waiver:

The failure by Wedding Fine Art to enforce at any time any one or more of these Conditions shall not amount to a waiver of any such Condition and shall not prevent Wedding Fine Art from enforcing such Condition at any future time.

26. Severance:

Should any provision of this Agreement or part thereof be or become inconsistent with or invalid or unenforceable under any applicable law such provision shall be construed as limited to the minimum extent necessary in order to be consistent with and fully enforceable under the relevant law. Such inconsistency, invalidity, unenforceability or limitation shall not affect in any way the validity or effect of the remainder of that provision or of any other provision of this Agreement.

27. Third Parties:

No person or entity who is not a party to this Agreement shall have any rights in relation to this Agreement as a result of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

28. Notice:

28.1 The ‘postal rule’ is declared not to apply to any notices given under this Agreement.
28.2 For the avoidance of doubt any notice given by one party to the other party (the “Recipient”) must in fact be communicated to that Party.
28.3 Any notice delivered to the address given in this document for the relevant party shall be deemed to be delivered at the time of actual delivery if during business hours or if otherwise then at the commencement of the following business day.
28.4 Should either party notify the other party in writing of a change of address, then Clause 28.3 shall refer to that new address instead of the address specified in this document.

28. Law:

These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and Wales. In the event of a dispute, this agreement is subject to English law. Wedding Fine Art reserves the right to change these terms and conditions at any time.

29. Conclusion:

By placing an order with Wedding Fine Art the Client accepts these Terms and Conditions in their entirety.