1. The CLIENT agrees to make equal monthly payments of _____________ on the _______ day of each month for the above chosen service/s via direct transfer to:
2. ISF agrees to provide the service/s requested by the CLIENT as detailed herein this agreement.
3. This agreement is a yearly rolling contract paid in 12 equal monthly instalments beginning on the date stated in Clause 1.
4. Towards the end of this yearly rolling contract, the CLIENT will have two (2) weeks before the anniversary signing date (as stated in Clause 1) to inform ISF of their intentions to renew or end the agreement. (ie. Original sign date is 20 December 2019. Client has from 6 - 19 Dec 2020 to inform ISF whether they wish to continue or terminate the agreement).
5. It is the onus of the CLIENT to be aware of when their agreement is coming up for renewal and to inform ISF of their intentions. ISF will not be held responsible for reminding the CLIENT of an upcoming renewal.
6. If ISF does not hear from the CLIENT within the 14 day timeframe stated in Clause 4, ISF will assume the CLIENT intends to continue the agreement for an additional year and shall bill the CLIENT accordingly.
COOLING OFF PERIOD
7. A cooling-off period of two (2) weeks applies from the date of signing whereby either party may withdraw from the agreement without penalty, with the exception of…
8. If any services have already been carried out during the cooling-off period (ie. photo shoot, social media posts, website design) and the CLIENT decides to terminate the agreement during this period. In this scenario, ISF will invoice the CLIENT at a rate of £200 per photoshoot, £5 per social media post, or pro-rata for website design / maintenance at £25 per hour.
9. In the event that ISF withdraws after work has commenced within the cooling-off period, no money or intellectual property will be liable to the CLIENT.
10. Once the cooling-period has ended, the CLIENT is committed to a 12-month period.
11. No cooling-off period applies once contract is rolled over into a second or subsequent year.
12. First payment will be payable within five (5) working days of the signing date stated in Clause 1.
13. If payment is not made within five (5) working days of the agreed due date in Clause 1, a 10% late fee of the monthly amount will be incurred.
14. If the CLIENT has not made payment after two (2) weeks without prior notice, ISF reserves the right to suspend all work until payment is made.
15. If the CLIENT has not made payment after one (1) month without prior notice, ISF reserves the right to terminate the remainder of the agreement.
16. In the event that Clause 15 is executed, any remaining time left on the agreement is forfeited and must be paid by the CLIENT to ISF in full within one (1) week.
17. Should the CLIENT fail to comply with Clause 16, ISF reserves the right to take civil action against the CLIENT.
18. Should the CLIENT be unhappy with any work provided, the CLIENT must lodge their grievance in writing to ISF at their earliest convenient.
19. ISF will aim to acknowledge and, if possible, address any grievances within 48 hours of receipt of said grievance.
20. ISF will in the first instance contact the CLIENT to discuss their grievances and endeavour to offer solutions where possible.
21. In the unlikely event ISF is unable to resolve the CLIENT’s grievance, ISF reserves the right to terminate the agreement with no further financial repercussions to either the CLIENT and/or ISF.
NON-EXCLUSIVE LIMITED LICENSING AGREEMENT AND COPYRIGHT
22. ISF shall retain full copyright at all times for any photo taken and/or edited. As such, ISF may use any photo taken at their discretion.
23. A Non-Exclusive Limited Licensing Agreement will be written in as standard as part of any Package and/or Supplement/Extra. This limited agreement gives the CLIENT permission to use any image taken by ISF toward their website, social media and marketing purposes whilst they are a paying client of ISF. The agreement will also extend to allow use in any menus or promotional material such as fliers and/or other paid advertisement in relation to their business.
24. Upon termination of the agreement, the Non-Exclusive Limited Licensing Agreement covering the CLIENT’s use of all photos will immediately cease. The CLIENT will no longer have permission to use any images on their social media, website and/or any other marketing material.
25. Any existing social media posts / stories will be permitted to remain on the CLIENT’s social media account, however they must not be reused by the CLIENT or any affiliated account of the CLIENT.
26. Any unauthorised photo use will be viewed as a vagrant breach of copyright by the CLIENT and civil action may be taken by ISF.
27. Should the CLIENT wish to continue using any photos previously taken by ISF, an Unlimited Use License per photo may be purchased for £15 each.
28. Any image/s taken by ISF that are older than two (2) years shall automatically be transferred to an Unlimited Use Licence.
TERMINATION OF AGREEMENT
29. Both the CLIENT and ISF may terminate the agreement in writing at any time. Upon receipt of request (or notification by ISF), ISF will immediately cease all work for the CLIENT.
30. Upon the termination of the Agreement, the Non-Exclusive Limited License written into the agreement that allows the CLIENT use of ISF provided photos will also immediately cease.
31. The CLIENT may terminate the agreement within the Cooling-Off period and face no financial repercussions, with the exception of any work that has already been undertaken. (See Clause 8)
32. In the unlikely event ISF terminates the agreement (other than Clauses 15 and 49), ISF will aim to find a mutually satisfactory resolution with the CLIENT.
33. In the event the CLIENT decides to terminate the agreement within the 14 day window as stated in Clause 4, once the CLIENT has paid their twelfth (12th) monthly fee, no additional payment will be sought by ISF.
34. In the event the CLIENT terminates the agreement part way through their yearly agreement, the CLIENT will be required to transfer ISF any remaining amount owing on their yearly account within one (1) week. Failure to do so will incur a 10% penalty. Unpaid accounts of over one (1) month may result in civil action against the CLIENT.
35. Upon the termination of the “Website Design / Maintenance” package, the CLIENT’s website will be taken ‘offline’ and replaced with a generic ‘Site down for maintenance’ page.
36. Upon the termination of the “Social Media” package, all photos and or/edits provided by ISF will no longer be permitted to be promoted on any of the CLIENT’s social media platforms. (See Clauses 24 and 25)
37. Upon the termination of the “Photography” package, all photos and or/edits provided by ISF will no longer be permitted to be used on any of the CLIENT’s social media platforms.
38. ISF reserves the right to terminate the agreement if the CLIENT has been found to intentionally violate or circumvent Clauses 49.1 and 49.2.
39. ISF reserves the right to terminate the agreement if the CLIENT has been found to have acted in bad faith or committed an illegal act/s in the eyes of the law.
PHOTOGRAPHY PACKAGE / SUPPLEMENT
40. This package may be purchased on its own or added as a Photography Supplement for £350 when purchased with either a Social Media or Website Design / Maintenance Package. The same clauses apply to both the “Package” and “Supplement”.
41. ISF agrees to shoot and provide a ‘reasonable number’ of images to the CLIENT for one (1) year.
42. Reasonable number is defined as up to four (4) main shoots per year (250-300 photos per shoot).
43. Main shoots can be divided into smaller shoots as long as the overall number of photos taken over the year does not exceed 1200 images.
44. If ISF is not based in the city where shoot is taking place, reasonable travel expenses may be requested.
45. ISF will provide unedited shoot photos to the CLIENT no later than one (1) week after the shoot via an online cloud system, such as Dropbox.
46. Any edits requested by the CLIENT will be sent within three (3) weeks dependant on the number of images. A more accurate timeline will be provided to the CLIENT once a full list of edits has been received.
47. The “Photography Package” includes a rolling 12-month Non-Exclusive Limited License allowing the CLIENT to use these images for their website and social media accounts as long as they a current members of ISF.
48. In addition to Clause 47, the CLIENT may use these images for menus or promotional material such as fliers and/or other paid advertisement in relation to their business.
49. The CLIENT may NOT do the following: 1. License these images out to a third party. 2. Edit the images in any way without prior permission from ISF.
50. If the CLIENT is found to have violated Clause 49, ISF will at first issue a reminder of Clause 49 to the CLIENT. Should further infringements occur, ISF reserves the right to terminate the agreement.
51. In the event that ISF terminates the agreement as per Clause 50, any time remaining of the agreement must be paid out by the CLIENT in full within one (1) week.
WEBSITE DESIGN / MAINTENANCE PACKAGE
52. ISF agrees to create a professional, responsive (mobile friendly), SEO (Search Engine Optimisation) optimised website meeting the requirements of the CLIENT’s brief.
53. The CLIENT is financially responsible for any and all domain and/or hosting fees associated with the website. ISF recommends using siteground.co.uk.
54. On request, ISF will embed the website with Google Analytics and Facebook Pixel.
55. Where possible, ISF will visit the CLIENT’s business and take no more than 15 photos used to populate the website.
56. If ISF is not based in the city where shoot is taking place, travel expenses may be requested.
57. Should the CLIENT require more than the 15 photos, a single “Photography Shoot” may be purchased for a one off payment of £200 (up to 250 photos), or a yearly Photography Supplement subscription for £350. ( See Clauses 40 - 51 for full details).
58. If the CLIENT requires an Online Booking or Online Ordering facility, these supplementary services are available for a one off payment of £350 each.
59. Upon completion and upload of the CLIENT’s website, ISF will maintain the website for one (1) year, making any changes and updates requested by the CLIENT.
60. Should the CLIENT wish to host their website on I See Food, (i.e. http://yourbusiness.iseefood.org) a yearly Hosting supplement is available for £60.
61. After the initial year, should the CLIENT continue their subscription to the “Website Design / Maintenance” Package, the CLIENT’s rate shall reduce by 50% to £250 per year. (ie. Year 1: Website Design / Maintenance Package + Photography Supplement = £500 + £350. Year 2: Website Design / Maintenance Package + Photography Supplement = £250 + £350).
SOCIAL MEDIA PACKAGE
62. This package may be purchased on its own or added as a Social Media Supplement for £350 when purchased with either a Photography or Website Design / Maintenance Package. The same clauses apply to both the “Package” and “Supplement”.
63. ISF agrees, in close consultation with the CLIENT, to create one post per week across the main social media channels (Facebook, Instagram & Twitter) crafting a message promoting the goings on of the CLIENT’s business.
64. ISF also agrees to respond to any direct messages via social media channels and, where ISF cannot directly answer the customer enquiry, will forward it on to the appropriate CLIENT representative for a response.
65. ISF will monitor and maintain any TripAdvisor and Google Reviews for the CLIENT’s business. Where appropriate, ISF will respond to all reviews and forward negative reviews to the CLIENT for their attention where necessary.
66. The CLIENT will be required to provide ISF with login / password information in order to access their social media accounts and/or TripAdvisor / Google Reviews.
67. ISF agrees to keep all sensitive login and password information confidential and used only for its intended purpose.
68. Any additional posts, regardless of length, will be charged at £5 per post (posted to the three main social media channels listed in Clause 63).
69. Any paid targeted social media advertising will be required to be paid upfront to ISF before the campaign begins.