Risk of loss or damage of any kind to the Website, the software used, the content or the documentation related to it shall pass to the Photographer only upon successful completion.

All images forwarded to Reservo for uploading to the online proofing system will be made available for viewing at most 2 working days of receipt.  This may exclude images received from Photographers who have outstanding arrears payable to Reservo.  If images are sent in a format which cannot be read or transferred to the website, Reservo will contact the Photographer as soon as possible.

All postal uploads should be sent to Reservo at the address provided in Clause 1.1.1.  Where images are received on cd, Reservo shall hold these in its possession for 3 calendar months, after which time, they will be securely destroyed.  If the Photographer requires the return of any cds, they should indicate this when sending the cd(s) to Reservo, or request the return by email as soon as possible.  Original cds should not be sent since Reservo does offer alternative methods of sending images for uploads, which means the Photographer can retain possession of original or sole copies of images.

In instances where the Customer claims not to have received the Goods either in an acceptable
condition or that delivery has not been made whatsoever, Reservo shall be entitled to request duplicate Goods be sent to the Customer or refund the payment after investigation with the Photographer.  Clauses 8 and 9 of Reservo’s Terms and Conditions of Sale detail when refunds or duplicate Goods can be issued.  If the Photographer does not respond to Reservo within 72 hours of any delivery query, Reservo shall be entitled to assume that the Customer’s claim is genuine.

Where the Customer cannot be held responsible for either damage to the Goods or non-delivery, the cost for producing duplicates and associated delivery charges shall be paid by the Photographer.  If a refund is to be made to the Customer this will be applied to the Photographer’s account in the same way as a payment for an order.  The Photographer shall be aware that as they are fully responsible for safe delivery of the Goods, that sufficient care should be taken in dispatch to avoid unnecessary costs being incurred due to poor delivery arrangements.

Reservo retains the right to contact directly any Customer to check that ordered Goods are being supplied correctly and in accordance with the Terms and Conditions of Sale.  If Reservo is concerned that the Photographer is not acting appropriately to fulfil the Contract for Sale of Goods, it will make every effort to investigate the matter independently, whilst still requesting further information from the Photographer direct.

Reservo shall retain the right to charge arrears penalty fees in respect of late payment of any sum due under these Terms and Conditions.  The Photographer will be made aware of any charges before they are added to his account, and be given an opportunity to repay the outstanding amount before incurring such fees.

In cases of persistent non-payment, Reservo shall be entitled to seek assistance from a third party in recovering outstanding debts.  The Photographer will be liable for any additional costs incurred from instructing such a company.

If the Photographer has opted for a payment arrangement which means that the uploads added to the system are always subject to a fee, charges for these will be included on the invoice statement for the month in which the upload was made.

All payments made using the online proofing system are subject to a commission fee.  Reservo will deduct this charge before passing any payment to the Photographer, or invoice the Photographer if there remains an amount payable.  Any refunds which are sent to the Customer are also subject to this commission charge.  To ensure the Customer receives a refund of the full amount paid, the commission fee is added to the Photographer’s account.

All payments received by Reservo upon completion of a Contract for delivery of Goods will be passed to the Photographer in the month following receipt of the order.  Where there remains a balance of monies owing to Reservo, Reservo shall use the payments from the orders received to reduce this debt.  The Photographer shall only receive payments in respect of orders received if no monies are owing to Reservo or if a balance is available once any arrears have been repaid.

Invoices and remittances for orders received are sent within the first 14 days of the start of the following month.  If there is any reason why Reservo is unable to meet this 14 day deadline, the Photographer shall be contacted by email at the earliest possible opportunity.

The Photographer will advise Reservo of their VAT registration status and details and any change in respect of whether they are registered for VAT or not should be confirmed at the earliest opportunity.  If the Photographer is registered for VAT, Reservo shall issue a self-billing invoice which will detail the full orders received for the Photographer’s work during the previous calendar month.  This will act as a replacement for the invoice which would be issued by the Photographer to Reservo to confirm the income from the sale of images which is required by HM Customs & Excise.

By completing this document in accordance with this Agreement, the Photographer agrees to accept invoices raised by Reservo on their behalf for the whole period during which the Photographer uses the system, unless their VAT registration status alters.  The Photographer also agrees not to raise sales invoices for the orders placed online as detailed within this Agreement.

Copyright to the assembled work of the website produced by Reservo is owned by Reservo.  Upon payment of the set-up-fee, Reservo shall grant to the Photographer a royalty-free, world-wide, non-exclusive licence to use the Website Design, the website and the parts of the content designed by Reservo.  Rights to graphics, source code and Reservo computer programs are not transferred to the Photographer and remain the property of Reservo.  Reservo and any sub-contractors retain the right to display graphics and other web design elements as examples of their work.

The Photographer undertakes that he will not himself or through any third party, sell, lease, license or sublicense the Reservo Software. If the Photographer is permitted under these Terms and Conditions or by law to make any copies of the Reservo Software, the Photographer must reproduce all proprietary notices of the Reservo, if any, on the copies.

Reservo may make such copies of the Photographer Content as may be necessary to perform its obligations under these Terms and Conditions, including back up copies of the Content. Upon termination or expiration of this Agreement, Reservo shall destroy or deliver to the Photographer all such copies of the Content and other materials provided by the Photographer as and when requested by the Photographer.  In cases where uploads have been sent on cd, return to the Photographer will not be possible, as the cds will have been destroyed as mentioned in Clause 3.11.

Reservo shall use its reasonable endeavours to make the server and the Services available to the Photographer at all times but because the Services are provided by means of computer and telecommunications systems, Reservo makes no warranties or representations that the Service will be uninterrupted or error-free and Reservo shall not, in any event, be liable for interruptions of Service or downtime of the server.

The Photographer has full responsibility for the content of their Website. For the avoidance of doubt, Reservo is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.

Reservo shall be entitled to forward any images displayed on the Photographer’s Website (together with their personal details if required) to the police or other regulatory authorities where requested by them to do so, or to a third party where instructed to do so by court order.

If the Photographer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Reservo shall be entitled to withdraw the Services and terminate the Photographer’s account.

Alterations and updates to the Website may be made by the Photographer using the online administration facility. The Photographer will be issued with a user name and password in order to access the Administration Area of the Website. The Photographer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Photographer reasonably believes that this information has become known to any unauthorised person, the Photographer agrees to immediately inform Reservo and the password will be changed.

The Photographer agrees to indemnify and hold Reservo and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Reservo arising out of any breach by the Photographer of these Terms and Conditions or other liabilities arising out of or relating to the Website.

Nothing in these terms and conditions shall exclude or limit Reservo’s liability for death or personal injury resulting from Reservo’s negligence or that of its employees, agents or sub-contractors.

The entire liability of Reservo to the Photographer in respect of any claim whatsoever or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this agreement in respect of which the breach has arisen.

In no event shall Reservo be liable to the Photographer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Reservo had been made aware of the possibility of the Photographer incurring such a loss.

This Agreement will become effective upon receipt at Reservo’s offices of the completed application form from the Photographer and shall continue until terminated by either party by giving at least 1 calendar month’s notice in writing of its intention to terminate the Agreement.  This notice can be sent by email or post.

The Photographer shall have the right to terminate this Agreement at any time by notice in writing to Reservo and any payments in respect of charges levied by Reservo made prior to the date of termination shall not be refundable.

Usual payment terms will apply; there will be standard charges added to the account for any tariffs, upload fees or commission charges if orders are received during the notice period.

The Photographer agrees to ensure that any outstanding monies are repaid to Reservo within 14 days of the end of the notice period in accordance with any invoice issued by Reservo.  Reservo will issue a closing invoice which will confirm any balance still due or remittance cheque in respect of orders received, if any.

Either party may terminate this Agreement forthwith by notice in writing to the other if:

Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

The Photographer may not assign or otherwise transfer this Agreement or any part of it without Reservo’s prior written consent.

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.