The following definitions apply:
“Customer” means you, a person or entity entering into an agreement for the supply of goods and/or services by the supplier and includes the customer’s agents and permitted assigns.
“Supplier” means us, Yellowhale Photography, Inc., as the supplier of goods and/or services in the Proposal and includes the supplier’s agents and permitted assigns.
“Goods” means any goods supplied by the supplier including those supplied in the course of providing the services.
“Services” means the services to be provided by the supplier to the customer in accordance with a Proposal and these terms and conditions of trade.
These terms and conditions apply to all trade transactions between the customer (you) and the supplier (us) relating to the provision of goods and/or services, including all proposals and project revisions, alterations & modifications.
These terms and conditions take precedence over terms and conditions contained in any document of the customer or elsewhere. Variation, waiver or a party’s consent to a departure from a provision of the terms and conditions will be ineffective unless in writing and executed by both parties.
The fee in this proposal is our best estimate given the information provided by you. Proposals are valid for 30 days from date of delivery.
If additional information is forthcoming and the project brief changes or the scheduling changes for any reason (e.g. staff or equipment are unavailable, weather may impede), the proposal may change.
Once we receive written notification of your acceptance of the proposal electronically, we’ll contact you to commence the project.
Project Revisions, Alterations & Modifications
New work requested by you and performed by us after a proposal has been accepted is considered a revision, alteration or modification and will be invoiced on an additional estimated time and costs basis.
A project schedule will be established and adhered to by both you and us. Where you do not adhere to a project schedule, final delivery dates will be adjusted accordingly.
Image Correction, Adjustments, Errors & Omissions
You must carefully proof all images. We are not liable for image corrections, adjustments, errors or omissions once a project proof sheet has been signed off.
Invoicing & Payment
Upon acceptance of this proposal we will send you a tax invoice for payment.
We may choose to invoice you, at our discretion, in the following ways:
(a) Raise one invoice for the whole amount of the proposal prior to commencing the provision of the goods and/or services, where we have not previously carried out work for you or where the whole amount is less than $1500. We require full payment to secure the booking for your photography project; or
(b) Raise two invoices for the whole amount of the proposal prior to commencing the provision of the goods and/or services, where the whole amount is equal to or more than $1500. We require a 50% deposit payment to secure the booking for your photography project and a 50%final payment due on the day after your photography session and prior to the supply of final imagery.
(c) Raise monthly invoices for long projects that run for more than 4 consecutive weeks.
Any revisions, alteration and modifications that add work to the project scope in the original accepted proposal will be invoiced in full separately.
Your invoices must be paid as and when due, according to the invoice due date. If your invoice is due but unpaid, we may withhold the provision of any further goods and/or services until overdue amounts are paid in full. We have absolute discretion to apply any payment received from you to any amount owing by you.
Where we have previously carried out work for you and you have demonstrated an ability to pay as and when due on three or more occasions we may, at our absolute discretion, offer you a business account with credit facilities. We reserve the right to withdraw credit facilities from any customer at any time.
Accounts more than one month overdue will be handed on to our debt collection agency. All expenses, costs or disbursements incurred by us in the recovery of monies outstanding shall be paid by you.
Should you advise we can start work but then subsequently decide not to proceed, for any reason, we will invoice on a time and costs basis any expenses incurred up to the time of the cancellation notice.
Either party may terminate a project by written notice. We will invoice only the amount of time and costs incurred up to the time of the termination notice.
We will take all reasonable precautions to safeguard the property (e.g. products) you entrust to us. However, in the absence of negligence on our part, we are, to the fullest extent of the law, not responsible for loss, destruction or damage of such property.
All Final Imagery will be delivered via an electronic download link, unless otherwise specified.
All property (e.g. products) you entrust to us can either be picked up from our photography studio or we can deliver it to you using Australia Post’s regular mail. Alternatively you may choose for us to arrange your products to be couriered to you by our preferred courier, at your expense.
Copyright & Ownership
The following definitions apply:
“Client Control” means all materials, information, photography, text and other creative content provided by you to us for use in the preparation of and/or incorporation into the Final Imagery and deliverables.
“Final Imagery” means the imagery as is outlined in the finalised proposal and delivered to you.
Delivery of the Final Imagery will include the published form of the images. Subject to payment of all fees and expenses in full, you are granted an exclusive, perpetual, assignable, irrevocable and unrestricted license to use and publish the Final Imagery in accordance with the terms outlined in Permitted Use.
Ownership of Intellectual Property Rights
Unless otherwise provided, all intellectual property rights in the Final Imagery are our sole and exclusive property as and when they are created. Your rights in relation to the Final Imagery are set out in the Permitted Use section below.
Subject to payment of all fees and expenses, you are granted an exclusive, perpetual, assignable, irrevocable unrestricted license to use and publish the Final Imagery. Under this license, we agree to license you to use the Final Imagery on the following terms and conditions:
unless specifically agreed, the license does not confer any intellectual property rights to you, except as a licensee;
the license will begin operating from the date of payment of our fees in full;
you indemnify us, and will keep us indemnified, against any loss, damage or claim arising in any way, whether directly or indirectly, from any breach of this license, or any claim by any third party in relation to your use of the Final Imagery;
you must not use the Final Imagery so as to derogate or harm or adversely reflect on our reputation; and
you must not represent that we have approved or endorsed you, your products or services in connection with the Final Imagery without our consent.
If you require additional copies of the any Final Imagery after delivery, we shall retrieve the information and forward it to you for an additional fee $150.
Use of the Final Imagery
Notwithstanding anything above, we shall retain the right to use the Final Imagery in our promotional and marketing activities, including participation in photographic competitions, use in photographic publications and electronic, printed or other portfolio use.
If you require us to work in exclusivity, a further fee will be agreed with you. This must be fully paid prior to commencement of work.
Have a question?
If you have a query about any of the above info, don’t hesitate to contact us and ask.
We look forward to working with you!