Académique Documents
Professionnel Documents
Culture Documents
DEFINED TERMS
1.1 Unless inconsistent with the context, the expressions set forth below
shall bear the following meanings:
“this Agreement” these terms and conditions and any annexures hereto,
as amended from time to time;
“Parties” the Photographer and the Client (and “Party” shall have
a corresponding meaning);
“the Shoot” the photo shoot during the course of which the
Photographer will take photographs of the Client and/or
such other subjects as the Client may specify in the
Booking Form or otherwise in writing;
“Signature Date” the date the Client signs the Booking Form;
INTERPRETATION
1.2 The headnotes to the clauses of this Agreement are inserted for
reference purposes only and shall in no way govern or affect the
interpretation hereof.
1.3 Where any term is defined within the context of any particular clause
in this Agreement, the term so defined, unless it is clear from the
clause in question that the term so defined has limited application to
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the relevant clause, shall bear the meaning ascribed to it for all
purposes in terms of this Agreement, notwithstanding that that term
has not been defined in this interpretation clause.
1.4 Unless inconsistent with the context, an expression which denotes any
gender includes the other genders; a natural person includes an
artificial person and vice versa; and the singular includes the plural
and vice versa.
1.5 Unless inconsistent with the context or save where the contrary is
expressly indicated:
1.5.4 in the event that the day for payment of any amount due in terms
of this Agreement should fall on a day which is not a Business
Day, the relevant day for payment shall be the subsequent
Business Day;
1.5.5 in the event that the day for performance of any obligation to be
performed in terms of this Agreement should fall on a day which
is not a Business Day, the relevant day for performance shall be
the subsequent Business Day;
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1.6 The rule of construction that the contract shall be interpreted against
the Party responsible for the drafting or preparation of this Agreement,
shall not apply.
1.7 The use of the word "including" followed by a specific example shall
not be construed as limiting the meaning of the general wording
preceding it and the eiusdem generis rule shall not be applied in the
interpretation of such general wording or such specific example.
1.8 The expiration or termination of this Agreement shall not affect such of
the provisions of this Agreement as expressly provide that they will
operate after any such expiration or termination or which of necessity
must continue to have effect after such expiration or termination,
notwithstanding that the clauses themselves do not expressly provide
for this.
1.9 The Booking Form is intended to preface this Agreement and forms an
integral part of this Agreement. Words and expressions defined in this
Agreement shall bear, unless the context otherwise requires, the same
meaning in the Booking Form.
APPOINTMENT
1.10 The Client appoints the Photographer to render the Services to the
Client on the terms and conditions set out in this Agreement.
1.11 The Client agrees that the Photographer’s appointment shall be as the
sole and exclusive photographer for the Shoot.
DURATION
THE SERVICES
1.14 The Services the Client has requested and which the Photographer
shall render to the Client in terms of this Agreement shall be specified
in the Booking Form.
1.15 The precise nature and content of the Services specified in the
Booking Form are as read with the details of the relevant Services on
the Website as at the Signature Date.
1.16 The Photographer shall not be required to render any services other
than the Services specified in the Booking Form or otherwise as agreed
to in writing between the Parties.
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SERVICE LEVELS
1.17 The Photographer warrants that it has the expertise and resources to
render the Services contemplated herein and shall render the Services
with due care, diligence and skill and in accordance with the industry
standards expected of expects in its area of expertise.
1.18 The Photographer reserves the right to edit and release Content which
the Photographer deems, in its sole discretion, to be within its artistic
standards and of sufficient professional quality to merit such release.
CLIENT’S OBLIGATIONS
1.19 The Client shall furnish the Photographer with a complete list of people
who the Client wishes the Photographer to photograph in advance of
the Shoot.
1.20 The Client warrants that each of the people referred to in clause 1.19
above –
1.20.2 waive any right they may have to compensation for the use of the
Content as contemplated in clause 1.20.1 above or to inspect
and/or approve the finished product in which the Content may be
used.
1.21 The Client agrees that it remains solely responsible for obtaining the
necessary consents referred to in clause 1.20 above and shall notify
the Photographer, in advance, should the Client be unable to obtain
the necessary consents.
1.22 The Parties agree that, by virtue of section 21(1)(e) of the Act, section
21(1)(c) of the Act shall not apply and that the Photographer shall
remain the owner of copyright in the Content.
1.24 In the event that the Photographer enters the Content referred to
above into bridal competitions, the Photographer shall only enter
Content of the marital couple.
FEES
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1.26 The Client shall further be responsible for paying the Photographer’s
reasonable disbursements incurred in the course of rendering the
Services.
1.27 All amounts due to the Photographer shall be paid to the Photographer
by the Client without deduction or set-off on the basis set out in the
Booking Form, alternatively on the terms set out in the Photographer’s
invoice.
1.28 In the event of the Client failing to timeously effect payment of any
amount due to the Photographer in terms of this Agreement, the
Photographer shall be entitled to exercise a lien over any or all
deliverables pursuant to the Services including, but not limited to,
digital Content and photographic prints.
WARRANTIES
1.29 Save as expressly set out in this Agreement, the Photographer does
not make any representations or give any warranties whatsoever in
respect of the Services.
LIABILITY
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INDEMNITY
BREACH
1.30 Subject to any other provision of this Agreement providing for the
remedy of any breach of any provision hereof, should the Client
commit a breach of any provision of this Agreement and fail to remedy
such breach within ten days of receiving written notice from the
Photographer requiring the Client to do so, then the Photographer shall
be entitled, without prejudice to its other rights in law to -
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FORCE MAJEURE
1.35 Any Party invoking force majeure shall upon termination of such event
giving rise thereto forthwith give written notice thereof to the other
Party. Should such force majeure continue for a period of more than
90 days then the Party who shall not have invoked the force majeure
shall be entitled forthwith to cancel this Agreement in respect of any
obligations still to be performed hereunder.
ASSIGNMENT
1.36 No Party ("the ceding Party") shall be entitled to cede, delegate, assign
or otherwise transfer all or any of its rights, interests or obligations
under and/or in terms of this Agreement except with the prior written
consent of the other parties, which consent will not be unreasonably
withheld, provided that each Party shall be entitled, without the prior
written consent of the other parties, to cede, delegate or otherwise
transfer all or any of their rights, interest or obligations under and/or in
terms of this Agreement to any company which shall be a subsidiary of
that Party or which shall be a subsidiary of the holding company of
such Party ("the cessionary"), it being recorded that, prior to such
cession, delegation, assignment and/or transfer, the ceding Party shall:
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1.36.1 procure that the cessionary shall bind itself as a Party to this
Agreement, in the place and stead of the ceding Party;
1.36.2 the ceding Party shall bind itself in favour of the other parties as a
surety for and co-principal debtor together with the cessionary in
respect of the due and punctual performance by the cessionary of
all of its obligations arising in terms of and/or in connection with
this Agreement; and
1.36.3 in the event that the cessionary shall cease being a subsidiary of
the ceding Party and/or a subsidiary of the holding company of
the ceding Party, the cessionary shall, prior to the happening of
such event, cede and delegate and/or transfer all of its rights,
interests or obligations in terms of this Agreement to another
company, mutatis mutandis on the same basis recorded in this
clause , which shall then be a subsidiary of the ceding Party or a
subsidiary of the holding company of the ceding Party.
SEVERABILITY
1.39 The Photographer chooses as its domicilium for all purposes arising
from or pursuant to this Agreement, the address and contact details
set out in the Booking Form.
1.40 Any Party hereto shall be entitled to change its domicilium from time
to time, provided that any new domicilium selected by it shall be an
address other than a box number in the Republic of South Africa, and
any such change shall only be effective upon receipt of notice in
writing by the other parties of such change.
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GENERAL
1.44 This document constitutes the sole record of the Agreement between
the Parties in regard to the subject matter thereof.
1.47 No indulgence which any of the Parties ("the grantor") may grant to
any other or others of them ("the grantee(s)") shall constitute a waiver
of any of the rights of the grantor, who shall not thereby be precluded
from exercising any rights against the grantee(s) which might have
arisen in the past or which might arise in the future.
1.48 The Parties undertake at all times to do all such things, to perform all
such acts and to take all such steps and to procure the doing of all
such things, the performance of all such actions and the taking of all
such steps as may be open to them and necessary for or incidental to
the putting into effect or maintenance of the terms, conditions and
import of this Agreement.
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