1. Formality & Definitions

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This Agreement is between Blake Ferguson Photography (The Company, Photographer) and you as the (Client), which may or may not include principals, employees, products or other private property, affiliates and representatives associated with the Client. 

 

Upon undergoing Services with the Company, you agree as the Client that it has the legal authority to enter into this Agreement and/or other underlying contacts on behalf of its employer, Company, or Organization that the Client may be representing. The Company conducts Services in a manner as an independent contractor operates.

 

The Service refers to the Website and any tangible, purchasable Services, accessible via https://www.blakefergusonphotography.com/

 

While referring to the Session concisely refers to the action or event in which Image(s) are created, directed or produced in partnership between the Client and the Company.

 

Affiliate, Representative or Photographer refers to an entity that controls or contributes to conducting Services on behalf of the Company.

 

Devices: any devices that can access the Service, capture images or record video.

 

Image(s) is concisely defined as the photographic or other visual material, whether still, moving or vector, created by the Photographer according to this Agreement and includes, but is not limited to, transparencies, negatives, prints, or other digital files that were either captured, recorded, stored or delivered, whether through all of the processes, or one altogether, in any shape or form of analogue, photographic, optical, electronic, magnetic, digital, or any other media.

 

The Client refers to the inquiring individual, Company, entity or on behalf of an Organization, which such individual is accessing the Service, as applicable.

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2. Confidentiality

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The Company and affiliated associates ensure confidentiality regarding the Project(s) hired to complete. Disclosure of Information to any third parties will never occur nor make use of material or information communicated to the Company, save as to be reasonably necessary to enable the Photographer to carry out his obligations concerning the designated Project.

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3. Usage Rights & Ownership

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The Client agrees and understands in its entirety that the Photographer(s) under association with the Company are/is considered the Author or said Image(s), first owner and sole owner of copyrights correlating the final products, referred to as the Image(s). The Copyright will remain with that of the Company indefinitely throughout the world.

 

The Client agrees all Copyrights remain exclusive to the property of the Photographer without limitation. All usage rights correlating to the acquired services and final Image(s) are subject to these terms while considering the required and corresponding contracts, which the Client must acknowledge tangibly or through digital check box agreements to ensure compliance for their Session. Expected may be discussed in Verbal or Written form, where the Client and the Company have depicted an Agreement on final Image(s) criteria.

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4. Licensing, Ownership & Rights Reservation 

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The Client understands and agrees that it is not buying the Image(s) outright but is paying for only a licence to use the Image(s) as specified in this Agreement. If a Client requires the sole demand for Image(s) with corresponding Copyright, formed agreements, whether Written or Verbal, must be signed in writing in Agreement among both parties, accepting fees exceeding the price of strictly licensing for said Image(s).

 

The term “Licence” begins from the date the Company receives full payment indicated by the correlating invoice and upon delivery of images. Unless otherwise agreed, any rights granted are strictly non-exclusive, non-sub-licensable and non-transferable.

 

The Client is welcome to use their Image(s) as they please, restricting the hereby licence and does not disclose the use of printing or redistribution. Printed materials are solely managed, provided, and sold through the Company as incorporated in Service Package inclusions or other store offerings.

 

The Client is welcome to use their Image(s) as they please, as long as it complies specifically for personal use. In some cases, the Company may grant permission for the Client to reproduce Image(s) correlating to extensive personal use where an Agreement is required written and signed by the Company or Author.

 

Image(s) do not constitute use in a logo, corporate identity, trademark or other service mark unless a mutually formed written Agreement between Corporate Parties and the Company.

 

The Company will be involved in your corporate story but requires separate and additional contracts and compensation Agreements formed by both parties involved in the Agreement of pricing bartering of the contract and the corresponding licensing and Rights. 

 

Furthermore— the use of any Image(s) by Client will not constitute a work of joint Authorship unless an Agreement is otherwise formed, brought to attention by the Client to the Company.

 

Each Digital File contains copyright metadata and is prohibited from an altercation, removal, or otherwise erasing without express consent from the Company.

 

a. Client Obligatory Copyright: 

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Where the Client fails to declare adequate Copyright Credit, such as but not limited to insertion of social media handle, credit via online blog, or referring to (Blake Ferguson Photography) anywhere in the provisioned space of said article, the Client hereby agrees to compensate 100% of their final total invoice. These fees cover compensation for inadequate credit, loss of recognition and lack of improper Copyright notice or line of credit.

 

b. Licensing Conclusion

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Unless otherwise agreed in contracts correlating to the Session contract between the Client and the Company, both parties agree that the Photographer retains sole rights, Authorship, and ownership.

 

The Client may decide and indicate their preference and corresponding use of their delivered Image(s) on behalf of the Company. 

 

5. Integrity and Alterations

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The Client agrees not to perform any alternations, including, but not limited to, filters, additions, subtractions, or adaptations, concerning the Image(s) alone or with other material without the prior express permission of the Company. 

 

Image(s) obtained from Sessions undergo post-production and editing of all photoshoots and sessions, which are subject, but not limited to, consistent with changes to the colour, corp, contrast and otherwise fundamentals of Commercial Photography practices, based on the sole discretion of the Photographer. The Client is fair to expect deliverable contents in an amount subject to contract Agreements while providing files that are print, web, or otherwise indicated as the best use for the Client. 

 

6. General Liability and Releases

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The Company ensures to exceed reasonable care throughout the production of the Image(s) alongside the performance of this Agreement. The Company and its associated photographers shall not be held liable for any loss, damages, or costs incurred by the Client or any third party resulting from the Client’s use of the images. The Client assumes full responsibility for any such use.

 

The Client agrees to indemnify, defend and hold harmless propositions of the Company, participating Photographer(s), contractors or representatives against any claims, liabilities, damages, costs and expenses, including reasonable legal fees and expenses that may arise from how the Client may use any Image(s). 

 

a. Conjunctional Contracts & Applicable Releases 

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The Client is responsible for ensuring that all rights, model releases, or consent forms are necessary for reproduction. The Company and Representatives disclaim any warranty or undertaking that such rights, model releases, or consents are collected by the Company, whether concerning the use of names, individuals, trademarks, registered or copyright designs, or works of art depicted in any Image(s).

 

In addition to this Agreement, Client agrees and understands that additional Contacts are to be acknowledged and signed before the event of any Session. These Contracts provide rights and define expectations to protect the Client and the Company.

 

Any Image(s) issued due to Client authority where Image(s) do not correlate adequate rights, releases or consents, the Client shall indemnify the Company against any legal or financial claims. The Company gives no warranty or guarantee regarding the legal validity of Service Consent Contracts.

 

7. Payment & Reasonable Compensation 

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Time is of the essence for receipt of full payment under this Agreement.

 

Rights are restricted until the Company has received full payment, including, if applicable, any late payments or supplementary fees.

 

a. Billing & Tax Jurisdiction

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All payments made to the Company are subject to Canadian taxes. The Company addresses all invoices in Canadian Dollars. ($CAD) 

 

b. Unauthorized use of Image(s) Before Outright Payment

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Unless otherwise agreed by both parties— using any images before receiving the full payment will be considered an unauthorized use. The Client agrees that the reasonable and stipulated amount paid for said Services is to be determined at a rate of 100% of original Service Pricing, compensating for the breach of rights and hereby the mutually agreed upon Licensing. 

 

c. Session Fees

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Session fees are non-refundable, reserving an indicated date reserved for the Client, which covers the time, talent and creative ability via the Company. These fees include post-production and image editing. No part of the session fee is refundable unless failure to reschedule due to force majeure. Read more about force majeure in Section 8 of this Agreement. 

 

d. Session Deposit & Retainer

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To maintain a reserved calendar date when booking a service, The Client must deposit 50% of the initial session fee as a retainer. 

 

(Eg., if the accumulated session fee is $500, $250 will be required as a deposit, concluding a final payment due on the day of the scheduled photo session- or before receiving any Image(s).)

 

e. Travel Expenses

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Before placing a Service Deposit or Retainer, the Client hereby agrees to fair compensation for the time and travel of the Company, the Photographer or other Representatives and can understand expenses at hand for all locations of the Company Services. All other costs, whether unforeseen or not, take provision and the corresponding statement of servicing regions.

 

f. Payment Methods

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Payments can be made digitally by debit, credit card, or other accepted digital payment methods. However, the Client is responsible for covering any additional fees, including but not limited to currency conversion costs or bank processing fees.

 

g. Rights to Rescheduling 

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Upon the Company receiving a deposit from the Client— the Client reserves the right to reschedule once, given notice provided is within 48 hours before the booked photo session, or as due to force majeure from either fault of the Company or the Client, or both. 

 

h. Limited Rescheduling Availability & Necessary Fees 

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Subsequent rescheduling requests and/or requests made less than 48 hours before the agreed date and time will incur a $200 rescheduling fee. 

 

i. Direct Cancellation 

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Upon cancellation of the agreed photoshoot services- deposits paid by the Client will not be refunded. The Client will not require a final payment. 

 

j. Punctuality 

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The Company offers limited availability to ensure a regulatory and consistent focus on the highest quality of work. Please be punctual regarding session dates and times. The Company aims to remain flexible, but 15 minutes late may cause a rescheduled session, which incurs the same fees as composed of rescheduling fees. ($200) 

 

The Company, the Photographer, or corresponding Representatives will not delay, miss, or skip the punctuality of another client because another was late.

 

Due to the choice of the Client whether to reschedule for an additional fee of $200 for a complete session at a later date, the Client has the right to continue the Session in the remaining amount of scheduled time but releases fault of the Company due to lack of inadequate delivery of Image(s).

 

k. Overdue Invoices 

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Invoices are indicated due correlating to the date listed upon receipt. The Client and/or Customers must provide accurate information when submitting purchases online. After the 10th day of an overdue invoice, the mutually agreed invoice will be redelivered to the Client, adjusted to compensate a late fee of 25% of the final agreed-upon total price.

 

l. Receipts for Accounting & Tax Purposes

The Company issues invoices and digital receipts when bartering or entering into an Agreement for booking a Session and provides a final receipt upon full payment of all fees.

 

8. Cancellations and Postponements

 

a. Weather Interferences 

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Due to weather conditions, personal emergencies, or unforeseen circumstances, The Company reserves the right to reschedule the scheduled session date and time free of charge Should the weather affect the scheduled outdoor Service in the prediction of a 40% chance of precipitation or higher. The Company will contact you via your preferred contact method to reschedule the photo session free of charge. 

 

b. Pre-Paid Deposits & Client Force Majeure 

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To reserve the indicated Service for a specified date, the Company must receive 50% of the service total as a retainer to hold an applicable reservation for the date requested. This fee is non-refundable unless the Client is affected by reasons of force majeure, where rescheduling will occur based on a session continuance.

 

d. Client Responsibility for Cancellation or Rescheduling

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In the event of negligent cancellation, if the Company contractors or Photographers show up at the specified location at the date and time to presume services, the Client will be responsible for paying 50% of the remaining balance. 

 

If a Session or Service remains incomplete due to factors beyond the control of the Photographer, following the following terms, but not limited to, weather conditions, acts of God, or other results of force majeure, the Client will not presume additional fees, only expenses arising out of the rescheduling.

 

Due to any discrepancies regarding the Agreement regarding when and where the Services will take place if a session is incomplete due to the unpunctuality of the Client, the Client hereby agrees and is subject to any outstanding amount due.

 

e. Rescheduling Due to Photographer Force Majeure

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The Company will not be responsible if the Photographer representing the Company cannot supply adequate Services due to illness, mechanical breakdown, accidents, acts of God, or other incidents corresponding to force majeure- the Company will return any fees paid by the Client. The Client reserves the right to reschedule, avoiding loss of the Service and unnecessary payment processing. A rescheduled Session will occur at a date agreed upon by the Client and the Company.

 

If, for any reason listed in the above statement, correlates to events where Image(s) could be lost, damaged through equipment malfunction, or otherwise, without fault of the Company, compensating the Client for all fees paid for failure to deliver as per Agreements and Contracts. 

 

9. Basis for Outstanding Accounts

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The Client agrees to pay any outstanding fees, expenses or charges in connection with the said assignment in which a mutually formed agreement has taken place with the Company as the Company has professionally executed the photography assignment that the Client agrees to deliver any outstanding amounts whether the Client intends to use any of the Image(s) delivered. 

 

Outstanding fees are considered overdue among any unpaid fees after the date of Agreed Service.

 

For the best interest of Project Completion, the Company reserves the right to charge interest at the rate prescribed equivalently to jurisdiction rates local to the Company. (Ontario) Interest accumulates from the due date until a made payment, similar to the United Kingdom and the Late Payment of Commercial Debts (Interest) Act, 1998.

 

Overdue invoices are considered Overdue for that nature, where the Company reserves the right to begin arbitration in recovering said debts.

 

All invoices will have a due date correlating to the date of Service, which determines when the remaining balance is due by the Client. The Client acknowledges that Image(s) are downloadable within 24 hours of invoice payment.

 

10. Digital File Resolution & Quality Expectations

 

a. Raw Previews or Unfinished Image(s) 

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The Company does not share Raw Files as these files do not articulate a final product unless a Written, Oral or otherwise Signed understanding between both parties of the Agreement in conjunction with compensating payments. 

 

b. Digital Files 

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The Company is committed to providing both high-quality services and high-quality visuals. Unless otherwise specified, the Company may deliver the Image(s) encoded in an industry-standard data format that the Company may select at a resolution that the Company determines most suitable to the reproduction of either technology use(s) or other use(s).

 

c. Digital Equipment 

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The Company implements professional-grade cameras, monitors and other calibration equipment to ensure industry standards through the creative process. Throughout various technologies, variances may occur when previewing final products among other monitors, software, and computer platforms. Post-production occurs to maintain neutrality and colour adjusted with pleasing tonal variations and other post-production techniques. 

 

d. Post Production & Creative Privilege 

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Post-production and editing occur at the discretion of the Company, which takes an undetermined amount of time to complete and is built-in to the corresponding charges in the paid-for Service Package. 

 

The Company reserves the right to openly consider additional edits, with an equal right to refuse. Final Image(s) are digitally processed solely at the discretion of the Company and hereby corresponding contractors or employees.

 

11. Delivery of Image(s) & Printed Products

 

a. Ensuring Safe Delivery of Digital Files 

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The Company cannot guarantee the availably of any Image(s) beyond the date of initial delivery, which the Client understands and presumes responsibility for the safe-keeping of digital files. The Client acknowledges that optical, magnetic, electronic, and other media-storing devices may become suddenly unstable. 

 

b. Failure to Deliver Conflicting Agreement

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The Client hereby releases the Company, underlying Photographers, Contractors and representatives from any liability for any claims, damages or costs arising from any media supplied by the Company and the event of becoming unstable due to unforeseen circumstances. 

 

c. Digital File & Print Expectations

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Image(s) delivered to the Client come in high resolution. Pixel orientation proceeds through the desirable end goals of the Client, where the final Image(s) come sized for 3000 pixels on the longest edge. 

 

Minor colour and tonal variations will occur during the print of Image(s) into printed products. Printed artworks may fade if not preserved adequately. Digital versions of Image(s) may endure cropping to best fit the dimensions of the requested artwork, which the Company uses at their discretion to preserve the best focus on the subject showcased.

 

The Client agrees and presumes responsibility to verify the digital data, including colour profiles, if provided, are satisfactory for the reproduction of the elected quality, quantity, and colour accuracy, not all necessary steps to ensure correct reproduction. If the data are not deemed satisfactory, the Company bears the obligation to replace or repair the final deliverables for optimization of results, but in no event will the Company be liable for poor reproduction quality, delays, losses, expenses or other damages, resulting directly, indirectly, from defects or errors in Image(s) or their use.

 

d. Deliverable Disclaimers 

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The Company will reproduce or redeliver any Image(s) already delivered for an additional processing fee of $75.

 

The Company is not responsible for damages caused by misuse of Company-produced products. 

 

12. Terms for Sessions Taking Place

 

a. Locations

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Sessions occur at a location agreed upon by the Company, based on the choice indicated by the Client. The Company may recommend locations or other venues for the Session. The Photographer and other representatives of the Company will not trespass or use any property or locations considered unlawful.

 

The Company is bound to abide by the rules and regulations demonstrated for the property or location. The Client is responsible for gathering adequate authorization from the owner of the property, whether it is private, commercial or other residential.

 

The Client agrees to enter mutually agreed locations at their own risk. The Company is not responsible for hazards the premises may or may not permit.

 

The Client is responsible for any children on the scene, and the Company is not responsible for any accidents due to children, such as damage to public or private properties during the session or consultation phase. 

 

The Client presumes responsibility to contact the Company by email, voicemail or SMS at least 48 hours before their booked Service date for any underlying changes in location. The Company is not responsible for missed communications sent by social media. 

 

b. Devices & Other Recordings 

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The Client or subject will refrain from taking cell phone images or clip recordings during the Session unless otherwise agreed upon by the Photographer. The Company encourages welcoming promotion, where the Client or authorized subjects can feel open to asking before sharing their excitement on social media or other communicative platforms.

 

No other photographers, videographers, mobile phones or other devices, such as tablets, are allowed during the Session unless agreed to in writing by the Company. Upon guests taking photographs, the Company is not responsible for obstructed photos or lack of deliverables due to the conflicting environment, where separate flashes or distracting behaviour from guests, vendors or vendor staff. 

 

c. Meals & Breaks

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The Client is responsible for feeding one representative of the Company and is considerate of the following breaks: 

 

Sessions of 24 hours:

• Three meals, four 30-minute breaks.

Sessions of 12 Hours:

• Two meals, three 30-minute breaks.

Sessions of 8 Hours:

• One meal, one 30-minute break, one 15-minute break. 

 

Remote Services or Services that do not take place on-location will not adhere to this break schedule.

 

13. Upon Acceptance of Terms

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The Client may not assign or transfer this Agreement or any rights granted hereunder.

 

This Agreement is binding upon and inures to the benefit of Client and Photographer, as well as their respective principals, employees, representatives and successors. 

 

The Client, the principals, and employees are jointly and severally liable for the performance of all payments and other obligations listed hereunder.

 

a. Waiver Amendment

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No amendment or waiver of any items is binding unless otherwise in writing and signed by both parties in which binding agreements are in effect.

 

Email and electronic communications or signatures will be considered legal and binding.

 

However, the invoice may include and reflect any additional images, fees, or expenses authorized by the Client, whether orally or in writing. Such authorization shall constitute approval by the Company, regardless of whether a written confirmation was feasible due to the immediate timing or remote nature of the Service.

 

b. Governing Law

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The corresponding Terms of Services are deemed a contract made under the laws of Canada and the Province of Ontario, interpreted in its entirety per laws and regulations governed by this jurisdiction.

 

While agreeing to Services via the Company- the Client expressly and irrevocably confers personal jurisdiction over it by the courts of the province of Ontario. In light of legal disputes, disagreements or appeals towards the Company, the Client will be responsible for all arbitration and court costs, reasonable legal fees, expenses and legal representation on any award or judgment in favour of the Company. 

 

c. Lawfulness

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Provisions of the Agreement outlined by the Company will deem that provision several in any unlawful, void or enforceable purposes from this Agreement will not affect the validity and enforceability of any remaining provisions.

 

d. Retainers & Deposits

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Upon binding agreements that may occur through oral communication and/or written consent, placing a retainer fee for a future Session or considering the use of any Image(s) orchestrated by the Company by the Client will constitute acceptance of all the above terms and conditions.

 

14. Final Terms & Agreements

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The Client releases the Company, its employees, and contractors from all claims, damages, and liabilities that may result from accidents or incidents that are possible to occur during the Session. The Client releases and discharges the Company from any claims and demands ensuing from or in connection with using the images, including any claims for libel and invasion of privacy. This authorization and release shall complement the benefits of the legal representatives, licensees, and the Company. 

 

15. Acknowledgements & Other Company Policies

 

a. Shipping & Delivery

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The Company hosts an online shop and distributes fine-art products of the printed nature. Learn more about Shipping & Delivery, followed by the equivalent Policy for Company Digital Downloads.

 

b. Returns & Exchanges

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The Company caters to the consideration of unsatisfied Clients. Learn more about the rights and responsibilities of the Client when determining Returns and Exchanges. 

 

c. Privacy Policy

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The Company collects personal information to adhere to adequate Services. The Client must be familiar with how the Company processes Client information during various uses of the Company website occasions and events. 

 

16. Answering Client Questions & Concerns

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For any questions or concerns regarding this Policy or to exercise Privacy rights, contact the Company by using this page.