Client Service Agreement
Parties
Photographer known as “Contractor” and Client known as “Client”
Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties."
Purpose of the Agreement
Client wishes to hire Contractor to provide services relating to Client as detailed in this Agreement. Contractor has agreed to provide such services according to the terms of this Agreement.
Services
Contractor shall provide Client with the following services and/or products (“Services"):
Location of Services
Delivery of Services will be at the address provided upon completing booking.
Pre-Project Consultation
Contractor shall provide Client with one pre-Service consultation.
The Parties shall agree on an acceptable date and time for conducting the pre-Service consultation, but the manner by which the consultation shall be conducted shall be at the discretion of the Contractor. In most instances, this consultation is conducted via phone, video chat, email, or in person. This consultation may be scheduled no later than two weeks prior to date of Services.
Cost
The total cost ("Total Cost") for all Services is due in full upon final approval of deliverable images from both parties.
Client shall pay the Total Cost to Contractor as follows:
The first payment is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Provider for committing to provide the Services and turning down other potential projects/clients.
Contractor is to deliver a minimum of 15 photos per each day booked. In the given day rate, a maximum of 25 edited photos are included per each day. For each additional image to be edited into the collection of assets, there will be an additional fee of $125/image.
Late Fees
If Contractor does not receive payment from Client within seven calendar days of final edit approvals, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Contractor does not receive payment.
Overtime Fee
Should edits go into a third round of revisions or more, a fee of $175/hour will be added to final invoice.
Split Fee
If Client wishes to split the Total Cost of production/deliverables with additional Parties, a Split Fee will be added to the Total Cost. For the first Split Fee/Party, an additional 25% will be added to Total Cost. For more than two-party splits, an additional 10% will be added for each Party.
Each Party added will receive the same Usage as the original party of this contract upon signing their own Client Service Agreement.
Expenses
Client is responsible for paying for or reimbursing Contractor’s expenses for transportation to and from each location (Uber, taxi, train, flight, car rental). Contractor will provide receipts upon request. In addition to transportation, Client is also responsible for lodging reimbursement should the location of Service be outside of New York City.
Should scope of work require more than the essential equipment Contractor owns, Client will be responsible for covering the cost of equipment rentals. Estimates will be provided for equipment needed two weeks prior to date of Service upon Client’s request.
Client is responsible for paying for or reimbursing Contractor’s expenses for any additional lighting equipment needed for photoshoot. Please consult with Contractor about desired style for project as well as natural lighting limitations on location.
Project Conditions
Project must be ready to photograph upon date of Services.
• No third-party Contractor visits are permitted unless discussed two weeks prior to date of Services.
• No installations are permitted on date of Services.
• Project must be professionally cleaned prior to date of Service.
• Should Client fail to comply with the items listed above, Services will be cancelled immediately with no monies returned and Client is responsible for reimbursing Contractor’s expenses.
Confidentiality
Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.
Relationships of the Parties
Contractor and any related sub-contractors are not employees, partners or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.
Intellectual Property
Copyright Ownership. Contractor retains the ownership of its copyright in any and all designs pursuant to federal copyright law (Chapter 17, Section 201-02, of the United States Code.) Any and all work produced in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Contractor. Contractor grants to Client a nontransferable, non-exclusive, royalty-free license of designs produced with and for Client for the specific purpose of portfolio and social media usage. Any unauthorized use of the design, such as using the design for other purposes than those specified herein, will result in additional fees and/or royalty payments to Contractor. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.
Permitted Uses of Product(s)
Contractor grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Provider with attribution each time Client uses Provider's property. Use includes, but is not limited to, use within the following contexts:
• Portfolio usage
• Social media usage
• In communications, such as newsletters or email
Social Media Usage
Social media usage is granted and Client must tag and mention @trevorbparker as the photographer in each post that photographer’s product is used in.
• Failure to comply will be deemed an act of copyright infringement under the United States Copyright Act.
• Client is held responsible for enforcing/correcting third-party social media accounts that repost Clients work that contains Contractor’s product.
Marketing/Print and Publication Usage
• Publication Usage varies from Publication to Publication. Fees will be discussed upon Publication selection and number of images to be used.
• Client must include Contractor in emails to Publications. Failure to do so will put Client at fault of Copyright Infringement.
Copyright Infringement
Should Client be at fault of Copyright Infringement, Client shall pay photographer’s costs and expenses (including photographer’s reasonable attorney’s fees and related costs) incurred in connection with enforcing the terms of this Agreement, including those incurred without commencing a court proceeding.
Style Release
Client has spent a satisfactory amount of time reviewing Contractor’s work and has a reasonable expectation that Contractor’s Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Contractor’s current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
• Every client and project is different, with different tastes, budgets, and needs;
• Photography services are often a subjective art and Contractor has a unique vision, with an ever-evolving style and technique;
• Contractor will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;
• Although Contractor will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Contractor shall have final say regarding the aesthetic judgment and artistic quality of the Services;
• Dissatisfaction with Contractor’s aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
Delivery
The Contractor will endeavor to deliver digital files as quickly as possible. However, this could take up to 4-6 weeks during busy periods.
Limit of Liability
Client agrees that the maximum amount of damages they are entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor’s total cost as set forth in this Agreement.
Loss of Product
In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Provider shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.
Indemnification
Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.
Assumption of Risk
Client and related parties/ participants expressly assume any risk of photography and related activities as described herein.
Cancellations and Rescheduling
Client desires to cancel or reschedule. If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least 30 days Notice to Contractor in order to cancel this contract. Client may reschedule Services with at least 96 hours Notice. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor. If Contractor is able to re-book further services on or before Client’s final delivery date, Client may be issued a credit for future services with Contractor at Contractor’s discretion. Contractor has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling.
Contractor desires to cancel or reschedule. In the event Contractor cannot or will not perform her obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Contractor’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse Client of further performance obligations in this Agreement.
Force Majeure
Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
No-Shows
If it becomes impossible for Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor’s sole discretion to allow for any additional time or dates to render
Services
In such an event, any outstanding amount will immediately become due and payable to Contractor.
Governing Law
The laws of New York govern all matters arising out of or relating to this Agreement, including torts.
Notice
Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:
• Email at trevor@trevorbparker.com
Severability
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.
Amendments
The parties may amend this Agreement only by the parties’ written agreement with proper Notice.
Assignments
Neither party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided herein.
Agreement
Upon booking online, Client henceforth agrees and accepts the terms and conditions of the Client Service Agreement.
Client is held liable for acceptance of Client Service Agreement if any employed personnel of Client completes the booking process on their behalf.