Terms & Conditions
The Parties agree as follows:
1. 1. Definitions and interpretation
1.1 In this Agreement, unless otherwise stated in the Contract Particulars, or the context otherwise requires:
“Client Instructions” has the meaning given to it in clause 4.1;
“Deliverables” means digital images, prints, negatives, transparencies, proofs, previews, artwork products and other products and materials (in any form) developed by the Photographer specifically and exclusively on behalf of the Client in the course of providing the Services hereunder. Deliverables include any specific deliverables referred to in the Contract Particulars;
“Expenses” means out-of-pocket costs and expenses reasonably and directly incurred by the Photographer in performing the Services, including (where applicable) location fees, charges for specialist equipment, cost of travel, transfers, accommodation and subsistence;
“Fee” means the fees due to the Photographer as set out in the Contact Particulars;
Force Majeure Events has the meaning given to it in clause 17.5;
“Insolvency Event” means when:
(a) a party becomes unable to pay its debts as they fall due, or the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities;
(b) in relation to a party, a statutory demand is served, a receiver is appointed or any insolvency procedure is instituted or occurs;
(c) any order is made for or there occur proceedings constituting main proceedings in any member state of the European Union; or
(d) any analogous demand, appointment or procedure is instituted or occurs in relation to a party in any jurisdiction in which the party carries on business;
“Service Specifications” means the specifications for the Services set out in the Contract Particulars;
“Services” means the photography services to be provided by the Photographer to the Client pursuant to this Agreement;
”Session” means a photography shoot performed pursuant to this Agreement;
“Term” means the term of this Agreement, as described in clause 10;
1.2 The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and will not affect construction.
1.3 References to “clauses” and “Schedules” are references to the clauses of and schedules to this Agreement.
1.4 References to times of the day are to that time in London, England and references to a day are to a period of 24 hours running from midnight.
1.5 References to persons will include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
1.6 References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) will not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things and all definitions in clause 1.1 will apply, where the context requires, to cognate forms and plural and singular forms, and any other forms.
1.7 References to “Controller“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “process“,
“Processor” “Supervisory Authority” and “Special Categories of Personal Data” will each have the meaning given to them in the UK GDPR.
1.8 If there is any inconsistency between any provision of this Agreement and any provision of a Schedule, the provision of the Agreement will prevail.
2. Photographer obligations
2.1 The Photographer agrees to carry out the Services and deliver the Deliverables in accordance with this
Agreement.2.2 In providing the Services, the Photographer shall use its reasonable efforts to ensure that (a) the Services are performed in accordance with good industry practice and professional skill and care; (b) without prejudice to clause 3.3(a), it complies with health and safety laws and regulations applicable to it’s performance of the Services; and (c) the Deliverables conform to any Client Instructions and any specifications provided by the Photographer.
2.3 The Photographer must:
(a) maintain throughout the Term a policy of public liability and professional indemnity insurance and
(b) be responsible for the payment of all wages, fees, costs, payments and the benefits and rights of employment or engagement of any nature due to all personnel engaged or employed by the Photographer to render services in connection with Sessions.
3. Client obligations
3.1 The Client agrees to cooperate with, and procure that its personnel cooperate with, the Photographer in relation to the provision of the Services.
3.2 Unless otherwise agreed with the Photographer in writing, the Client must procure and maintain all necessary location consents, permits, licences and authorisations and all model releases and consents (including with respect to any authorised Promotional Permissions), and promptly supply the Photographer with copies of any such releases, consents, permits, licences and authorisations on request.
3.3 The Client agrees that it shall, where a Session occurs at premises other than the Photographer’s studio:
(a) be responsible for the Session set up, including any required props, lighting, refreshments and access to changing areas, toilets and facilities, and shall ensure that the location meets all applicable health and safety laws and regulations;
(b) procure that the Photographer has reasonable access to the premises at no expense to the Photographer inclusive of the cost of space, heat, light, power; and
(c) where location shoots may capture images of the public or of any individual who has not signed an advance release, include appropriate data protection notices in the vicinity of the Session in accordance with applicable law.
4. Client instructions and creative control.
4.1 The Client shall consult with the Photographer in a timely manner (and in any event no later than fourteen days prior to the scheduled date of a Session) so as to ensure that it provides to the Photographer the Client’s full and complete written instructions with respect to each Session and the related Deliverables, including Session locations, props, timeframe and preferred stylists (together with the Service Specifications, the “Client Instructions”). The Photographer shall not be obliged to implement any Client instructions (or change in instructions) communicated otherwise than in accordance with this clause. If the Client fails to provide full and complete written instructions in accordance with this clause, the Photographer shall be entitled to exercise its reasonable discretion with respect to any and all aspects of the Session and Deliverables where there are no (or inadequate) Client instructions, and the Photographer’s decisions in all such matters shall be final.
4.2 The Photographer and the Client shall co-operate with each other in good faith over the editorial content and artistic direction of the Sessions, provided that the Photographer shall, in its absolute discretion but with full discussion with the Client and giving good faith consideration to the Client’s views, have final editorial and artistic control over the Deliverables.
5. Session Proofs
5.1 The Photographer retains absolute discretion regarding which images are included in the order, and the application of any digital editing to any images.
5.2 If the Client fails to place an order or confirm acceptance of the images within fourteen days from the date the Session proofs are first made available to it for viewing, the Photographer may, without prejudice to its other rights and remedies: (a) finalise the order on behalf of the Client.
6. Deliverables
6.1 The Client shall notify the Photographer if it does not accept any Deliverables, with reasons in writing,
(a) in the case of images, within [five days after the images are first made available to the Client for viewing; and (b) for all other Deliverables, within five days after receipt of the Deliverables. If the Photographer does not receive notice of non-acceptance within that period of five days, the Client will be deemed to have accepted the Deliverables.6.2 The Client acknowledges that it may reject Deliverables only if (a) in the case of images, the images (taken as a whole) do not comply with the Client Instructions (if any are validly given in accordance with clause 4.1) in all material respects; or (b) in the case of other Deliverables, the Deliverables do not comply in all material respects with written specifications provided by the Photographer. For the avoidance of doubt, the Client is not entitled to reject Deliverables solely on subjective grounds, or on grounds outside the Photographer’s reasonable control.
6.3 If the Client rejects any Deliverables in accordance with clause 6.2, the Photographer may, at its discretion and as the Client’s sole remedy: (a) in the case of images, offer a reshoot of the relevant Session, or a reduction in the Fees; or (b) in the case of other Deliverables, offer to replace the defective Deliverable, or a reduction in the Fees.
6.4 The Photographer retains absolute discretion regarding the application of any digital editing to images. Requests for specific corrections to images, re-editing of images, social media crops, resizing or specialist or bespoke requests for retouching may attract additional costs.
6.5 The Photographer may destroy or archive images, digital files, proofs and other Deliverables of each Session at its sole discretion after fulfilling any order for Deliverables with respect to the Session.
7. Fees and payment
7.1 In consideration of the performance by the Photographer of the Services, the Client shall pay to the Photographer the Fee (and, if applicable, any Expenses) in accordance with the Payment Period to such bank account as the Photographer may specify from time to time.
7.2 Unless the parties otherwise agree in writing:
(a) all amounts specified in this Agreement are exclusive of VAT (if applicable); and
(b) all invoices will be payable in GBP.
(c) the Client is responsible for any bank fees or transfer charges that be levied.
7.3 The Client shall reimburse the Photographer’s Expenses after they have been incurred in accordance with clause 7.1.
7.4 The Photographer may set off any sums paid to it in advance by the Client from time to time against any amounts due and owing by the Client.
7.5 Any late payments shall bear interest from the applicable payment due date, until paid or funded, as the case may be, at ten percent (10%) per annum. In addition to the Photographer’s rights under clause 10, if payment in full of any Fees is not received by the Photographer by the applicable payment due date, the Photographer may suspend all or any portion of the Services until such time as the Client has paid in full all amounts then overdue, including any accrued interest.
8. Rights
8.1 The Photographer shall retain all right, title and interest in and to its intellectual property used in connection with the Services. The Client shall not gain, by virtue of the receipt of Services or Deliverables, any rights of ownership in, to and under any such intellectual property owned or licensed by the Photographer, except as set out expressly in this Agreement.
8.2 The Client will own the physical copy of any Deliverables supplied to the Client by the Photographer upon payment in full of all Fees due and payable. Copying, scanning or other reproduction of such physical copy is an infringement of the Photographer’s rights and is strictly prohibited.
8.3 If the Client purchases digital images, then upon payment in full of all Fees due and payable, the Photographer grants to the Client a perpetual, non-exclusive, non-transferable, royalty-free, worldwide, irrevocable (except in accordance with the terms of this Agreement) licence, subject always to any Licence Limitations, to use and publish the digital image solely for its own business purposes. The Client will own the medium on which the digital image is printed or published, provided that such ownership is subject to the Photographer’s ownership of the copyright and other intellectual property embodied in the digital images.
8.4 Except to the extent expressly permitted in the Contract Particulars, the Client must not edit, copy, alter, add to, take from or otherwise adapt any Deliverables. The Client acknowledges that the Photographer may apply anti-copying measures to any Deliverables and the Client undertakes that it will not circumvent any such measures (or attempt to do so).
8.5 The Client shall be entitled to sub-license the rights granted to it under clause 8.3 to third parties providing services to the business, provided that the Client ensures that such sub-license is granted on terms which are similar to this clause 8 (excluding the right of sub-license) and includes an acknowledgement of the Photographer’s ownership of the intellectual property embodied in the Deliverables. The Client shall obtain the Photographer’s prior written consent (which may be granted subject to payment of additional fees) to any use by a third party of Deliverables for that third party’s own business purposes.
8.6 The Client acknowledges and agrees that the intellectual property of the Photographer constitutes valuable, confidential and unique assets of the Photographer. Except as permitted under this Agreement, the Client must not make any use of or exploit (directly or indirectly) or permit their employees, officers, agents, contractors, representatives or affiliates to make use of or exploit any of the intellectual property of the Photographer, or any part thereof, for its own account or disclose any such intellectual property to any person or entity for any reason or purpose whatsoever.
8.7 The Client agrees that the Photographer may use the Client’s name to refer to the Services provided for the Client in connection with promoting the Photographer’s business, and otherwise solely to the extent necessary for the purpose of providing the Services. The Client warrants that no such use shall infringe the rights of any third party.
8.8 Unless Promotional Permissions are prohibited in the Contract Particulars, the Photographer is granted the non-exclusive right to use the Deliverables for its own promotional use, including client presentations and on the Photographer’s website, in accordance with the Promotional Permissions.
8.9 The Client shall maintain true and correct records of all receipts, invoices, reports and other documents relating to the use of the Deliverables and shall provide the Photographer with reasonable access (upon reasonable notice and during normal business hours) to such records, subject at all times to applicable law and provided that such access does not unreasonably interfere with the conduct of the business of the Client.
9. Session Cancellation and rescheduling
9.1 The Photographer may supply any qualified photographer to take the Session. If the Client has specified a particular photographer for a Session, and that photographer is unable to attend the Session for any reason, any replacement photographer proposed by the Photographer shall be subject to the approval of the Client (acting reasonably).
9.2 Delayed Sessions: If a Session or image viewing does not start at the allocated time due to the Client, the Photographer may determine (in its reasonable discretion) whether to cancel, reschedule or extend the Session or viewing. The Client shall pay the Photographer’s additional fees to cover the Expenses of any rescheduled or extended Session. Refunds and reimbursement of Fees and Expenses for Sessions cancelled by the Photographer due to delays caused by the Client shall be determined in accordance with clauses 9.3(b) and 9.5.
9.3 Cancellation and Rescheduling by Client:
(a) The Client must notify the Photographer if it wishes to cancel or reschedule a Session. The Photographer will use reasonable endeavours to accommodate requests to reschedule a Session, but is not obliged to do so.
(b) Refunds: The Photographer will refund Fees and Expenses paid by the Client in advance if a Session is cancelled by the Client as a result of any failure of the Photographer to comply with its obligations under this Agreement. Otherwise, cancellation of any Session, and any refund of Fees and Expenses paid in respect of a cancelled Session, is at the discretion of the Photographer
(c) Recurring Session Contract only: Session Deferral: A Session may be deferred to the following Contracted Session Period if the Photographer is not available in the initial Contracted Session Period (by way of example, a Session in a quarterly Contracted Session Period may be rescheduled to the following calendar quarter if the Photographer is not available in the initial calendar quarter).
9.4 Cancellation and Rescheduling by Photographer:
(a) The Photographer may cancel or reschedule a Session (whether before or during the Session) if the Photographer is affected by a Force Majeure Event, if the Client has not complied with it’s obligations under this Agreement, or if any particular photographer specified by the Client is unable to carry out the Session for reasonable personal circumstances.
(b) Refunds : The Photographer will refund any Fees and Expenses paid by the Client in respect of any Session cancelled by the Photographer (and not rescheduled), except where the Session is cancelled due to:
(i) Force Majeure Events;
(ii) health and safety concerns arising during the Session; or
(iii) any failure of the Client to comply with its obligations under this Agreement.9.5 Reimbursement of Expenses: The Client is not obliged to reimburse the Photographer for any Expenses incurred by the Photographer where a Session is cancelled by the Client as a result of any failure of the Photographer to comply with its obligations under this Agreement. In all other circumstances, the Client must reimburse the Photographer on demand for any Expenses incurred by the Photographer (and not paid by the Client in advance) with respect to any cancelled or rescheduled Session.
10. Term and termination
10.1 This Agreement will come into force on the Effective Date and will continue in force until it is terminated in accordance with this clause 10, or the “Termination” section of the Contract Particulars.
10.2 The Photographer may terminate this Agreement on notice to the Client if:
(a) the Client commits any material breach of its obligations under this Agreement and, in the case of a material breach which is capable of remedy, the Client fails to remedy it after being given 30 days’ written notice specifying the breach and requiring it to be remedied;
(b) the Client becomes the subject of an Insolvency Event.
10.3 The Client may terminate this Agreement on notice to the Photographer if:
(a) Single Session contract only: the Photographer commits any material breach of its obligations under this Agreement and, in the case of a material breach which is capable of remedy, the Photographer fails to remedy it after being given 30 days’ written notice specifying the breach and requiring it to be remedied;
(b) Recurring Session only: the Photographer commits any material breach of its obligations under this Agreement (irrespective of remedy);
(c) the Photographer becomes the subject of an Insolvency Event.
10.4 On termination or expiry of this Agreement for any reason, each party shall pay to the other party all amounts due and outstanding to the other party in accordance with this Agreement.
10.5 Recurring Session Contract only: If this Agreement is terminated by the Client exercising its rights under the “Termination” section of the Contract Particulars or if the Photographer terminates this Agreement for breach, then the Client shall reimburse the Photographer for any Expenses incurred by the Photographer in relation to any Session scheduled for a date after the date of termination.
10.6 Termination or expiry of this Agreement will not affect the rights or liabilities of either party accrued prior to termination or expiry.
10.7 The following clauses will survive the termination or expiry of this Agreement: clause 10.3 (Termination), clause 11 (Liability), clause 12 (Confidentiality), clause 17 (Miscellaneous) and any other terms intended expressly or by implication to survive termination or expiry.
11. Liability
11.1 The Client agrees to indemnify the Photographer and keep the Photographer indemnified on demand for all losses, liabilities, damages, costs and expenses (including all legal costs and disbursements) incurred or suffered by the Photographer:
(a) as a result of any third party claim arising out of or in connection with the performance of the Services in accordance with the Client Instructions (and which claim would not have arisen but for the Client Instructions), or any failure of the Client to comply with its obligations under this Agreement;
(b) arising out of or in connection with any infringement by the Client or its service providers of any intellectual property rights of the Photographer.
11.2 Subject to clause 11.4, the aggregate liability of the Photographer due to, under and/or arising out of or in connection with this Agreement in contract, tort (including negligence), breach of statutory duty or otherwise (including under any indemnity), will not exceed the [aggregate Fee actually paid by the Client immediately preceding the occurrence that led to or caused the liability].
11.3 Subject to clause 11.4 and without prejudice to clause 11.2, the Photographer will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise (including under any indemnity), under or in connection with this Agreement for (a) any loss of profit, loss of revenue, loss of contract, loss of goodwill, loss of anticipated savings, or loss or corruption of data (whether direct or indirect); or (b) any indirect or consequential losses.
11.4 Nothing in this Agreement will in any way exclude or limit a party’s liability to the other party for:
(a) death or personal injury caused by that party’s negligence;
(b) wilful default, or fraud or fraudulent misrepresentation; and/or(c) any other matter for which it would be illegal to exclude or attempt to exclude its liabilities.
12. Confidentiality
12.1 Each party (“Recipient”) must hold the other party’s (“Disclosing Party”) confidential and proprietary information (“Confidential Information”) in strict confidence, and must not disclose such Confidential Information to any third party, other than to the Recipient’s employees, agents, contractors and service providers (and then in each case only on a “need-to-know” basis), or in the case of any Deliverables which remain the property of the Photographer, other than in accordance with the terms of any licence granted to the Client.
12.2 The Photographer may use the Client’s Confidential Information solely for the purposes of carrying out its obligations under this Agreement.
12.3 The obligations on each set out in this clause 12 will not apply to any Confidential Information of a Disclosing Party which:
(a) is publicly available or becomes publicly available other than through any breach of this clause by the Recipient;
(b) the Recipient is required to disclose by order of a court of competent jurisdiction or by a regulator having jurisdiction over that party, provided that prior to such disclosure, the Recipient must use reasonable endeavours to provide notice to the Disclosing Party setting out the nature of the proposed disclosure; or
(c) is already known to the Recipient, as a result of disclosure by a third party without an obligation of non-disclosure or breach of an obligation of confidentiality to the other party.
13. General warranties
Each party hereby warrants to the other party that:
(a) it is validly existing and in good standing under the laws of England and Wales;
(b) this Agreement has been duly executed and delivered by that party and constitutes its legal, valid and binding obligation, enforceable against that party in accordance with its terms.
14. Notices
14.1 Any notice or other communication to be given under this Agreement must be in writing, in English and may be served by hand delivery at, or by pre-paid first class post, recorded delivery or registered post, to the addresses of the receiving party as set out in the Contract Particulars or to such other addresses notified by any party to the other party for the purposes of this Agreement:
14.2 Subject to clause 14.3, any notice or other communication served in accordance with clause 14.1 will be deemed to have been received:
(a) if delivered by hand, at the time of delivery; or
(b) if sent by pre-paid first class post, recorded delivery or registered post, at 9.30am on the second clear day after the date of posting.
14.3 If, under the provisions of clause 14.2, a notice or other communication would be deemed to have been received outside normal business hours, being 9.30am to 5.30pm local time on any day which is not a Saturday, Sunday or public holiday in the place of receipt (which, in the case of service on any party by email will be deemed to be the same place as the address specified for service on that party by post), it will instead be deemed to have been received at the recommencement of such normal business hours.
15. Data protection
15.1 The Photographer is the controller with respect to personal data contained in images produced by the Photographer in connection with the Services. The Photographer processes this personal data in accordance with its privacy policy. The Client warrants that it will provide a copy of the Photographer’s privacy policy to each individual whose personal data is provided to the Photographer and if necessary, the Client will obtain any consents required from such individuals to the processing of their personal data for the purposes specified in the privacy notice.
15.2 To the extent that, in the course of carrying out the Services, the Photographer processes any personal data in respect of which the Client is the controller, the Photographer shall comply with its obligations under Schedule 1.
16. Assignment, transfer and sub-contracting
16.1 Neither party may, except with the prior written consent of the other party, assign any of its rights under this Agreement, or transfer any of its obligations under this Agreement. Any purported assignment or transfer in contravention of clause 16.1 will be ineffective.16.2 The Photographer may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other Client. The Photographer will be responsible for the acts and omissions of its sub-contractors as if such acts and omissions were its own.
17. Miscellaneous
17.1 Entire agreement: This Agreement contains the entire agreement between the parties with respect to its subject matter.
17.2 Governing law and jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, will be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the English courts will have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
17.3 Representatives: Communications and instructions given by any employee or other personnel of the Client shall be binding on the Client, unless otherwise specified in writing by the Client.
17.4 Third Party Rights: Nothing in this Agreement confers any right on any person (other than the parties) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.5 Force Majeure: Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement (other than an obligation to pay) because of any events circumstances beyond the reasonable control of that Party, including acts or god, fault or failure of equipment, software, hardware, networks or infrastructure, failure by third parties, pandemic or inclemental weather (“Force Majeure Events”).
17.6 Costs and expenses: Except as otherwise stated in this Agreement each party must pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it, provided that nothing in this clause will prejudice the right of either party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.
17.7 Counterparts: This Agreement may be executed in any number of counterparts, each of which will constitute an original, and all the counterparts will together constitute one and the same agreement.
17.8 Further assurances: Each party must at its own cost execute any additional documents and do or procure that any other acts or things are done from time to time to give full effect to this Agreement and secure to the other party the full benefit of the rights, powers, privileges and remedies conferred upon the other party in this Agreement.
17.9 No employment, partnership, joint venture or agency: This Agreement will not operate so as to create an employment relationship, a partnership, or joint venture, or agency of any kind between the parties. Nothing contained in this Agreement will be so construed as to constitute either party to be the employer or agent of the other. Neither party will have any authority to make any commitments on the other party’s behalf.
17.10 Severance: If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired. If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered reduced in scope the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
17.11 Waiver: Any omission to exercise, or delay in exercising, any right or remedy under this Agreement will not constitute a waiver of that, or any other, right or remedy. The waiver by any party to this Agreement of its rights or remedies arising under this Agreement or by law will not constitute a continuing waiver of that right or remedy or a waiver of any right or remedy.
17.12 Variations: Any variation of this Agreement or of any of the documents referred to in it is valid only if it is in writing and signed by or on behalf of each party.
DATA PROCESSING TERMS
1. DETAILS OF PROCESSING
This Section includes certain details of the processing by the Photographer of personal data on behalf of the Client (“Client Personal Data”) as required by EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR“); and (ii) the Data Protection Act 2018 (“DPA“) (the UK GDPR and DPA being defined as the “Data Protection
Legislation”).
Subject matter and duration of the processing of the Personal Data. The subject matter and duration of the Processing of the Client Personal Data are as set out in the Agreement.
The nature and purpose of the processing of the Personal Data. The nature and purpose of the processing of the Client Personal Data are as set out in the Agreement.
The categories of Data Subject to whom the Client Personal Data relates. The categories of Data Subject may include some or all of the following: name, address, telephone number, email address, and other contact information.
The types of the Client Personal Data to be processed. the Client Personal Data processed may include some or all of the following attributes: name, address, telephone number, email address, and other contact information.
The obligations and rights of the Client. The obligations and rights of the Client are as set out in the Agreement.
2. PROCESSING OBLIGATIONS.
The parties acknowledge and agree that the Client is the Controller of the Client Personal Data and the Photographer is the Processor of that data. When processing any the Client Personal Data, the Photographer shall:
(a) subject to Paragraph 2 (b), process the Client Personal Data only in accordance with the written instructions of the Client (which instructions include to process Client Personal Data to perform the Services and the other terms of this Agreement) and for no other purpose;
(b) in case the processing is required by English law to which the Photographer is subject, the Photographer shall promptly (i) notify the Client of that legal requirement and/or of the inability to comply with any instructions before the relevant processing, to the extent permitted by such law; and
(ii) cease all processing (other than merely storing and maintaining the security of the affected the Client Personal Data) until such time as the Client issues new instructions;
(c) ensure that the Client Personal Data is not made accessible to its personnel who do not need to have access to the data in order to carry out their roles in the performance of the Photographer’s obligations under this Schedule and that persons authorised to process the data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(d) notify the Client without undue delay, and in any event no less than five days, after receiving any communication from a Data Subject or a Supervisory Authority relating to the parties’ obligations under the Data Protection Legislation with respect to the Client Personal Data;
(e) provide all assistance required by the Client to enable the Client to satisfy its obligations with respect to responding to any exercise by a Data Subject of their rights under Chapter III of the UK GDPR;
(f) have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected, and otherwise take all measures required under Article 32 of the UK GDPR;
(g) notify the Client without undue delay, and in any event within twenty four (24) hours, of any Personal Data Breach;
(h) cooperate with the Client and provide such assistance as the Client may reasonably request to enable the Client to comply with its obligations under Articles 32 to 36 of the UK GDPR;(i) cease Processing the Client Personal Data upon termination or expiry of the Agreement and at the Client’s option, either return to the Client or delete all the Client Personal Data, including any copies thereof, on any media in its power, possession or control, except to the extent that the Photographer is required by English law to retain such the Client Personal Data;
(j) make available to the Client on request all information necessary to demonstrate compliance with this Schedule and with Article 28 of the UK GDPR and allow for and contribute to audits, including inspections, conducted by the Client or an auditor appointed by the Client;
(k) not transfer any the Client Personal Data from the United Kingdom, except in accordance with any appropriate safeguards for such transfers pursuant to Chapter 5 of the UK GDPR that the Client elects; and
(l) not engage a sub-Processor to Process any the Client Personal Data without the prior written authorisation of the Client. Prior to allowing a sub-Processor, authorised in accordance the above, to process any the Client Personal Data, the Photographer shall enter into a binding written agreement with the sub-Processor that imposes on the sub-Processor the same obligations that apply to the Photographer under the Agreement. The Photographer remains fully liable to the Client for any acts or omissions of any sub-Processors as if such acts and omissions were conducted by the Photographer.
