Noah Werth Film & Photography
Contract Terms
This Agreement, which incorporates the Quotation (as defined in your client area) makes up the contract
between the Client and NWFP. Please read its terms carefully, including in particular the limitations
on liability contained in clause 11.
1. Parties
This agreement (“Agreement”) is between Noah Werth, trading as Noah
Werth Film & Photography Ltd. of 8 Lariggan Crescent, Penzance, TR18 4NH
(hereafter “NWFP”) and the party or parties named in your designated client area (the
“Client”).
2. Definitions.
2.1. For the purposes of this Agreement, the following terms shall have the
following meanings:
2.1.1. “Cancellation Period” has the meaning given in clause 11.6.
2.1.2. “Deliverables” means the deliverables to be provided by NWFP to the Client. The Deliverables are listed in the Quotation.
2.1.3. “Deposit” means the deposit payable by the Client to reserve the time and date of the Event. The amount of the Deposit is stated in the
Quotation.
2.1.4. “Event” means the event or events for which the videography/photography services provided by NWFP have been engaged, as stated in the Quotation.
2.1.5. “Fee” means the amount payable by the Client to NWFP in consideration of NWFP providing the Services and the Deliverables. The Fee is set out in the ‘client area’.
2.1.6. “Quotation” means NWFP’s online quotation for videography/photography services and deliverables.
2.1.7. “Services” means the services to be provided by NWFP to the Client, as listed in the client area. The Services may (for example) include:
Attending a pre-event meeting with the Client, the provision of
Videography/photography services at the Event, video editing and video hosting
Services, and the production of the Deliverables.
2.1.8. “Unedited Deliverables” means the uncut ceremony (meaning the moment from the bride walking down the aisle until just before the signing of the register), the uncut speeches (meaning all speeches at the Event which are listed in the pre-wedding questionnaire and agreed by NWFP) and any other deliverables set out in the Quotation which are not subject to material editing by NWFP.
3. Contract
3.1. Formation. This Agreement forms the basis of the contract between NWFP and the Client, and comes into effect when the Client accepts the Quotation (subject to clause 3.2). The terms of the Quotation are incorporated into each clients unique client area.
Quotation expiration: The Quotation is valid for fourteen (14) days only and cannot be accepted after this date. Any attempt to accept the Quotation beyond this time limit will have no legal effect. NWFP may, at its discretion, reissue a Quotation at the Client’s request.
3.3. Amending these terms. Once this Agreement takes effect it cannot be amended except with NWFP’s prior written agreement. Should the Client request additional services or deliverables not listed in the Quotation, NWFP has absolute discretion whether to provide these and may require the payment of additional fees to do so.
3.4. Rescheduling. The Client may request that the Services be rescheduled. NWFP has absolute discretion whether to agree to the rescheduling and may ask the Client enter into a new Agreement beforehand. Provided the Quotation for the rescheduled Event is on materially the same terms as the parties previously agreed, the Client will not need to repay the Deposit if the rescheduling is agreed. If the rescheduling is not agreed then NWFP may terminate this agreement in accordance with clause 11.7.4 (Termination).
4. Deposit and Fees
4.1. Payment of the Deposit. The Client must pay the Deposit in order to accept the Quotation. The Deposit is consideration for reserving the time and date of the Event and is non-refundable unless expressly stated in this Agreement. Upon paying the Deposit, the Client becomes ineligible for any future promotions run by NWFP.
4.2. Payment of the Fee. The Client shall pay the Fee in accordance with the timeframes set out in the Quotation and client area.
5. Travel and other expenses
5.1. Expenses to be covered by the Client. If the Event (or any location where NWFP is required to provide the Services) is more than 50 miles but not more than 90 miles from 8 Lariggan Crescent, Penzance, TR18 4NH then the Client shall pay NWFP’s reasonable travel costs . If the Event (or any location where NWFP is required to providethe Services) is more than 90 miles from 8 Lariggan Crescent, Penzance, TR18 4NH then the
Client shall instead pay:
5.1.1. NWFP’s reasonable travel costs including (if applicable) taxi costs to and from the photographer/videographer’s accommodation.
5.1.2. the cost of overnight lodging for all photographers/videographers at a hotel rated three-stars (3 stars) or higher which is no further than forty (40) minutes from the Event (or other location where NWFP is providing the Services);
5.1.3. £20 per day per photographer/videographer for food; and
5.1.4. if applicable, the cost of round trip standard airfare from Bristol or any London Airport to the closest major airport to the Event (or other location where NWFP is providing the Services) for each photographer/videographer, plus costs of transporting their equipment.
5.2. Payment of expenses. NWFP reserves the right to request pre-payment of expenses if they exceed £100 in total. The Client must pay NWFP’s expenses within twenty eight (28) days of NWFP’s invoice. Requests for payment will be accompanied by receipts and/or written quotations/estimates.
6. Client’s duties
6.1. Client’s cooperation, pre-speech warning. The Client will at all times fully cooperate with NWFP and use their best efforts to ensure that their guests and other attendees at the Event cooperate with NWFP . In particular, the Client will notify NWFP or a member of NWFP’s team fifteen (15) minutes before the speeches will begin at the Event. NWFP is not liable for any breach of this Agreement resulting from the Client’s failure to comply with this clause.
6.2. Change in contact information. The Client must promptly tell NWFP if the Client’s contact information changes from the details set out in the Quotation. NWFP is not liable for any deliverables being sent to the wrong address or for NWFP’s non-performance of the Services as a result of the Client failing to provide correct or updated contact information. A redelivery charge may apply if the Client has not kept their information up to date.
6.3. Safe working environment. The Client shall ensure that the Event is a safe working environment for NWFP and their staff, and that attendees at the Event treat NWFP and their staff respectfully. NWFP may cancel the remainder of any onsite duties and immediately leave the Event if any person attending the Event commits any act of sexual harassment, violence, threatening behaviour or similar which leads NWFP or their staff to feel unsafe. In the event of such cancellation, the Client shall not be entitled to any refund for Services already delivered.
6.4. Venue limitations and permits. The Client accepts that NWFP and their staff are bound to follow the guidelines and policies of the venue(s) and location(s) where the Services are being provided. It is the Client’s sole responsibility to ensure that the Services are permitted to be performed at the venue(s) or location(s) and to obtain necessary permissions from venue officials and/or relevant local authorities beforehand. Any additional permits or fees required by the venue or local authority shall be paid for by the Client. If venue/location guidelines or policies limit NWFP’s performance of the Services then the Client agrees to accept the technical results of these limitations and shall not hold NWFP responsible for the resulting effects of said limitations on the Services/Deliverables.
6.5. Recommended set-up. NWFP may instruct the Client on the optimal positioning of cameras, microphones and other equipment. The Client acknowledges that NWFP is the expert on these matters and agrees to follow NWFP’s instructions. If the Client does not follow these instructions, or NWFP’s equipment setup is interfered with in any way by the Client, guests at the Event or a third party without NWFP’s approval then NWFP will not be held liable for any degradation of quality or loss or interruption of footage which results. Changes to NWFP’s recommended set-up are made at the Client’s risk.
6.6. Meals. One (1) hot meal would be gratefully received by each member of NWFP staff attending the Event but it is not a requirement. This is to be eaten away from the main event. The Client agrees that NWFP has no responsibility for missing any events that happen whilst NWFP and their staff are eating, unless the capture of that event was expressly listed in the clients questionnaire.
6.7. Timings. The Client agrees that if the first dance is delayed by more than one (1) hour against the agreed time in the Quotation, or filming time extends beyond the duration listed in the Quotation, NWFP reserves the right to end filming unless the Client agrees to pay an overtime fee of £250 per/hour (ex VAT). The Client must notify NWFP of any changes in schedule or location at least 7 days in advance of the scheduled Event date. The Client should communicate this through a written email.
6.8. Sole photographer/videographer. The Client confirms that NWFP and their team shall be the sole photographer/videographer working the Event. Photographers and photo booth operators shall be excluded from this provision as long as they are not capturing video footage.
7. NWFP’s duties
7.1. Pre-Event meeting. NWFP will schedule a pre-event meeting and send a pre-wedding email questionnaire to the Client to finalise the schedule, location, logistics, production needs, and to discuss the Client’s particular requests approximately four (4) weeks prior to the date of the Event. The pre-event meeting will be a call or face-to-face meeting of up to forty fiveminutes between NWFP and the Client. If held in person, the pre-event meeting must take place within 10 miles of 8 Lariggan Crescent, Penzance, TR18 4NH.
7.2. NWFP’s warranty. NWFP shall provide the Services with reasonable care and skill and in accordance with the terms of this Agreement. NWFP will ensure that the Deliverables are as described, fit for purpose and of satisfactory quality taking into account the artistic freedom afforded to NWFP.
7.3. Substitution. NWFP reserves the right to use their suitably qualified employees or agents to provide the Services on NWFP’s behalf.
7.4. Replacement photographer/videographer. In the event that NWFP’s agreed photographer/videographer(s) are unable to attend for reasons beyond their control (e.g. death, injury or illness), NWFP reserves the right to source a replacement photographer/videographer to provide the services on their behalf.
7.5. Production timeframe. NWFP will endeavour to provide the Deliverables to the Client no later than six (6) months after the Event unless another time period is expressly stated in the Quotation. Time shall not be of the essence unless expressly stated in the Quotation. NWFP’s performance to this timeframe is conditional upon receiving the Client’s full and prompt cooperation at all times.
7.6. Alterations, corrections and approval. NWFP shall provide the Client with a link to NWFP’s website where the Client can view the Deliverables (excluding any Unedited Deliverables) once they have been completed. The Client may request a single round of amendments (not exceeding one (1) hour of NWFP’s time in total) without additional charge. Any further requests for alterations will be at NWFP’s discretion and will be charged at NWFP’s hourly rate of £250 per/hour (ex VAT), with a minimum charge of £250 (ex VAT). Technical mistakes (including spelling errors, drop frames, audio cutting out, errors in rendering but excluding matters of artistic direction and stylistic features) will be corrected free of charge. The Client agrees that alterations and corrections must be requested within seven (7) days of NWFP providing the link to the films on its website. After seven (7) days from the date of the link being provided or (if applicable) the date of the latest amendment/correction, the Client will be deemed to have approved the films.
7.7. Physical copies of Deliverables. NWFP shall provide the Deliverables on the storage medium set out in the Quotation. The Client agrees that it is their responsibility to check the (as applicable) USBs/Blu-Rays/DVDs within twenty eight (28) days of receiving them. The Client agrees to make copies/backups of the Deliverables upon receipt and agrees not to hold NWFP responsible for any issues with the physical copies of the Deliverables after the twenty eight (28) day period. Requests for troubleshooting assistance or replacements after this time period may incur further charges at NWFP’s then-current rate.
8. Artistic Freedom
8.1. Artistic freedom and discretion in the Services. The Client confirms that they have reviewed NWFP’s portfolio before entering into this Agreement and acknowledges that professional styles can change and develop over time. The Client authorises NWFP to exercise exclusive artistic freedom and discretion when providing the Services. This includes NWFP having exclusive discretion over the location, angle, topic, materials, length, lighting, setting, poses, groupings, and any other matters of artistic discretion and other aspects of the Services, including decisions that affect the filming, production, post-production and editorial process.
8.2. Specific shots and moments. NWFP shall make reasonable efforts to include specific video moments requested by the Client. Specific poses, angles and occurrences must be listed in the clients full questionnaire or agreed in accordance with clause 3.2 (Amending these terms) for NWFP to take them into consideration. If NWFP is not able to capture a specific video moment then that fact alone shall not cause NWFP to be in breach of this Agreement and the Client shall not be entitled to a refund of the Fees unless another provision of this Agreement says otherwise. NWFP does not guarantee that every guest will be captured, even though some guests may make multiple appearances.
8.3. Artistic freedom and discretion in the Deliverables. NWFP shall take into consideration the Client’s aesthetic vision for the Deliverables but NWFP ultimately retains total discretion in selecting the footage to be included and how that footage is edited. NWFP will edit out images and footage which NWFP deems to be substandard or duplicated. NWFP also reserves total over what adjustments (if any) are to be made to the footage in post-processing. These include techniques such as colour correction and retouching.
9. Intellectual property rights
9.1. Music licensing. Under no circumstances will NWFP use copyrighted music in the Deliverables unless an appropriate licence has been obtained.
9.2. Ownership of intellectual property rights. Unless otherwise specified and/or credited, all photos, video footage, editing, production, artwork, design, still and moving images, text and graphics in both their original and edited formats, and the intellectual property rights comprised therein, belong to NWFP or NWFP’s licensor.
9.3. Use of the footage. The Client grants NWFP and it’s subsidiaries unrestricted rights to use any footage from the event for editorial, trade, advertising or any other purpose relating to the business activities of NWFP . This is including but not limited to advertising, internet promotion, photo/video competitions, public displays, photography books, blogs, studio display, sample wedding albums and example footage on YouTube channels owned by NWFP or it’s subsidiaries.
9.4. Client’s licence. NWFP grants the Client a non-exclusive, worldwide, royalty-free licence to use the Deliverables for non-commercial purposes. The Client may create duplicates of the Deliverables (e.g. by uploading them online) provided that the Deliverables are not altered in any way. Alterations include the application of filters, cropping, modifying music, adding text overlays, or any other modifications of any kind.
10. Footage
10.1. Requests for uncut footage. Requests for uncut (i.e. continuous) footage of a particular moment or sequence (e.g. the first dance) must be stated in the client’s final questionnaire or otherwise agreed between the parties in accordance with clause 3.2 (Amending these terms) no later than four (4) weeks prior to the Event. For the avoidance of doubt, uncut footage is not recorded by default and will not be available except by prior agreement.
10.2. Raw footage. Under some circumstances raw footage both photo and video files can be provided to the client. This will be on a case by case basis and there will be a charge for this service.
10.3. Archive footage, requesting additional physical copies. NWFP archives all Deliverables for six (6) months from the date of the Event (the “Archive Period”). After the Archive Period NWFP reserves the right to delete its copies of the Deliverables at any time. During the Archive Period, the Client may request additional copies of the Deliverables on physical formats by paying an additional charge. After the Archive Period there is no guarantee that NWFP will have retained the footage in order to provide additional copies. Twenty eight (28) days should be allowed for delivery of additional physical copies.
11. Liability – PLEASE READ THIS SECTION CAREFULLY
11.1. Drone Footage. If the Services involve drone videography/photography, NWFP reserves the right to delay or cancel the use of drones due to bad weather, timing clashes, risk of injury to persons or property, or where use of the drone would be detrimental to the quality of the Deliverables. NWFP and their team are trained and licensed by the CAA to fly drones commercially and safely, therefore the final decision on whether it is safe to fly must rest with NWFP. NWFP will act reasonably when exercising their discretion but the Client accepts that safety considerations will be paramount. Should NWFP cancel the drone flight, eighty percent (80%) of the Fees paid exclusively for drone flight will be refunded to the Client, unless the parties agree for NWFP to attempt the flight at the same location on another date in which case no refund will be payable once the rescheduled flight is completed.
11.2. Client’s indemnity. The Client will reimburse NWFP and its agents for any and all injury, loss, costs, penalties, fines, damages, claims, expenses (including reasonable legal fees) or liabilities which results from of the Client’s negligence or breach of this Agreement, except for those acts or omissions caused by the NWFP’s negligence or breach of this Agreement.
11.3. Damage to Equipment. Except where the damage might reasonably have been avoided by NWFP or is the result of NWFP’s breach of this Agreement or negligence, the Client accepts liability for any damage to or destruction of NWFP’s equipment caused by the Client or their guests at the Event. Such liability shall be limited to the cost of repair or replacement of the affected equipment (including parts and delivery costs), plus any equipment hire costs that are reasonably incurred by NWFP for obtaining comparable equipment to use whilst the damaged equipment is being repaired or replaced. The Client shall pay such amounts to NWFP within fourteen (14) days of NWFP providing the Client with receipts showing the losses suffered.
11.4. Events outside of the parties’ control. Neither party shall be liable for any delay in performing their obligations under this Agreement which results from causes beyond the affected party’s reasonable control. These include illness, emergency, fire, casualty, acts of God and weather events. In order to rely on this clause, the affected party must have taken reasonable steps to prevent or minimise the effect of the event outside of their control. If the delay continues for more than fourteen (14) days then the other party may terminate this Agreement by giving five (5) days’ notice in writing and the Client shall be entitled to a proportionate refund of the
Fees.
11.5. Loss of Deliverables outside of NWFP’s control. If NWFP is unable to supply the Deliverables due to technological malfunctions which could not reasonably have been prevented by NWFP (e.g. unexpected equipment faults, video processing errors, or spontaneous drive failure) then, to the extent NWFP cannot reproduce and deliver the Deliverables to the Client, NWFP’s liability to the Client shall be limited to a refund of the Fees.
11.6. Cancellation. The Client has a legal right to change their mind and receive a refund of the Fees within fourteen (14) days of accepting the Quotation without giving any reason (“Cancellation Period”). The refund will be made using the same payment method as the Client used to pay the Fees. The cancellation period expires after this 14 day period and cannot, in any event, be exercised if the Services have been performed in full. If NWFP has completed the Services then the Client cannot change their mind, even if the cancellation period is still running. If the Client cancels after NWFP has started providing the Services (e.g. by organising the pre-Event meeting) the client must pay NWFP for the Services provided up until the time the Client cancels. The amount of the refund will be in proportion to what has been supplied. The Client can, but is not obliged to, cancel using the below wording (amended as appropriate). To meet the cancellation deadline, it is sufficient for the Client to have communicated their cancellation before the cancellation period has ended.
To Noah Werth Film & Photography,
I/We hereby give notice that I/We cancel my/our contract of sale of the following
goods /for the supply of the following service,Ordered on /received on ,
Name of Client(s) (As in your client area)
Address of Client(s),
Signature of Client(s) (only if this form is notified on paper),
Date
Your name address and details as signed within your contract area link (sent to you
via email by NWF) constitutes you agreeing to all the terms laid out herein.
11.7. Termination. This Agreement may be terminated:
11.7.1. In accordance with clause 11.6 (Cancellation).
11.7.2. By either party if the other party commits a serious breach of this Agreement which (if capable of being remedied) is not remedied within ten (10) days of the breaching party being asked to remedy the breach.
11.7.3. At the Client’s convenience after the Cancellation Period (see clause 11.6 (Cancellation)) by giving notice in writing. If the Client terminates under this clause then they will forfeit the Deposit and, depending on the amount of notice given before the date of the Event, the Client will also forfeit a proportion of the Fee as set out below. This reflects the loss NWFP suffers as a result of not being able to secure a replacement booking. Any Fees forfeited below must be paid by the Client even though the this Agreement is terminated.
(a) Terminated during the Cancellation Period – See clause 11.6 (Cancellation)
instead.
(b) Terminated outside of the Cancellation Period but more than twelve (12)
months before the Event – Client forfeits the Deposit only, all other Fees paid
by the Client are refunded.
(c) Terminated outside of the Cancellation Period twelve (12) or fewer months but
more than three (3) months before the Event – Client forfeits the Deposit and
25% of the other Fees.
(d) Terminated outside of the Cancellation Period three (3) or fewer months
before the Event – Client forfeits 50% of the Fees.
11.7.4. By NWFP immediately upon written notice if NWFP is unable to accommodate a request to reschedule the Services per clause 3.4 (Rescheduling). If NWFP exercises this right then the Client will be entitled to a refund (if any) calculated by reference to the table in clause 11.7.3 above.
11.7.5. By either party in the event of the other’s insolvency or bankruptcy.
11.8. Consequences of termination. Following termination of this Agreement, NWFP shall have no further obligation to Client to perform the Services. Termination shall not affect the Client’s obligation to reimburse NWFP for expenses which NWFP has incurred and cannot obtain a refund for.
12. Other important terms
12.1. Interpretation. In this Agreement:
12.1.1. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall not be treated as exhaustive; and12.1.2. a reference to “writing” or “written” includes email.
12.2. Entire Agreement. This Agreement (which includes the terms of the Quotation) incorporates the entire understanding of the parties. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party additionally agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
12.3. Transferring this Agreement. NWFP may transfer its rights and obligations under this Agreement to another organisation by notifying the Client in writing. The transfer will not affect the Client’s rights under this Agreement. The Client may not transfer its rights and obligations under this Agreement without NWFP’s prior written consent (which NWFP will not unreasonably withhold).
12.4. Severance. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the clauses in this Agreement operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
12.5. No third party rights. Only NWFP and the Client have any rights under this Agreement. No other person shall have any rights to enforce any of its terms.
12.6. No waiver. If NWFP does not insist immediately that the Client do anything it is required to do under this Agreement, or if NWFP delays in taking steps against the Client in respect of its breach of this Agreement, that will not mean that the Client does not have to do those things. It will also not prevent NWFP from taking steps against the Client at a later date.
12.7. Data protection. NWFP will only use the Client’s personal data in accordance with NWFP’s Privacy Policy, accessible at https://www.noahwerth.co.uk/privacy-policy/.
12.8. Governing law and jurisdiction. These terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this
Agreement or its subject matter or formation.