Terms and Conditions

  1. Who we are and what these terms cover
    • We are Roz & Kirsty Photography Limited, a company registered in England and Wales with company number 11198599 and whose registered office is at 15 Langland Court Road, Langland, Swansea, Wales, SA3 4TB (“we”, “us”, “our”). Our DBS certification numbers are as follows: 001608251243 (Roz James) and 001577709015 (Kirsty West).
    • These are the terms and conditions (“Terms“) which govern the supply of our school photography services (“Services“).
    • These Terms do not govern any orders or purchases of our photographs or other products. Such orders and purchases are managed and processed through our third-party providers (“Third-Party Providers“) and the terms and conditions of such Third-Party Providers will apply to any such orders or purchases.
    • If you have any questions about these Terms or would like to purchase any of our photographs or products, please contact us using the details set out below:
  2. basis of contract
    • Where a school (the “School“) wishes to make a booking for our Services, we will confirm such booking with the School in writing, at which point a contract will come into existence between the School and us (“Contract“).
    • The Contract will continue for a period of 3 years from the date we confirm your booking (“Period”).
    • These Terms apply to the Contract to the exclusion of any other terms that the School seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Any reference in these Terms to a “party” will refer to us or the School and any reference to the “parties” will refer to us and the School.
  3. Our Services
    • We will contact the School in each year during the Period to agree a date or dates for providing the Services (“Agreed Date(s)“), as well as details of the types of photographs that the School would like us to take on each such Agreed Date (i.e. individually, with siblings and/or as part of a class, club or team) (“Agreed Formats“).
    • If either party wish to change any Agreed Date, it will use reasonable endeavours to provide at least 7 days’ notice of such request to the other party and the parties will work together in good faith to agree a different date.
    • We will use reasonable endeavours to provide the Services on the Agreed Dates. If the supply of our Services is delayed by an event outside our control, then we will contact the School as soon as possible to let it know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event.
    • Prior to the Agreed Date (or where there is more than one Agreed Date, prior to the first Agreed Date), we will send information for parents/guardians on how to register their consent and contact details (“Information Forms“) to the School to distribute to parents/guardians on our behalf, either by hand, post or by email. The Information Forms will set out the type of information we will require from parents/guardians, including (but not limited to) name of the child; the child’s class; the relationship of the individual with the child (i.e. whether a parent or guardian); email address of the parent/guardian; contact telephone number of the parent/guardian; whether the parent/guardian consents to their child’s photograph being taken in each of the Agreed Formats (as applicable) on the understanding that any class, team or club photos will be made available to parents/guardians of all children at the school; and a password to gain access to our online portal. The School shall be responsible for ensuring such Information Forms are only provided to relevant parents/guardians.
    • It is the School’s responsibility to ensure that the Information Forms are provided to each parent/guardian at least 2 weeks prior to the applicable Agreed Date and that parents/guardians are made aware that they are required to follow the instructions with such Information Forms at least 7 days prior to the applicable Agreed Date.
    • We will compile a register of the children whose parents/guardians have consented through our online portal for their photographs to be taken, which will include details of the Agreed Format(s) to which each such parent/guardian has consented (“Register“). We will share the Register with the School prior to the Agreed Date.
    • The School will distribute ID cards to all relevant children before they are presented to us to be photographed, to enable us to identify each child. It is the School’s responsibility to ensure that the relevant children are presented to us to be photographed in each of the Agreed Formats in accordance with the details set out in the Register and we will not be responsible or liable to the School for any failures by the School to comply with such obligation (for example, by presenting the wrong child to us or presenting a child to us to be photographed in a format to which the relevant parent/guardian has not consented).
    • Where the School requests any Agreed Formats which involve photographing teachers from the School (for example, individually for ID purposes, or as part of class, team or club), it is the School’s responsibility to ensure that it has all necessary consents and notices in place to enable us to photograph such teachers and for such photographs to be used for ID purposes or made available to parents/guardians for viewing and/or purchasing (as the case may be).
    • Following each Agreed Date, we will edit the photographs and upload them to an online gallery managed by a Third-Party Provider within approximately 3 weeks. Each online gallery will be accessible to the relevant parents/guardians via a URL which will be emailed to each such parent/guardian using the email address provided to us via our online portal. Each online gallery for individual photographs will be unique to the child of such parent/guardian and will only include photographs in the Agreed Format in which that child appears. Each online gallery for class, team and/or club photos will be accessible to each parent/guardian whose child attends the school.
    • At the request of the School, we may also send a link to an online gallery containing all photographs of the children in all Agreed Formats to the School for its records. The School will process such photographs in accordance with all applicable data protection laws and will ensure that it has all necessary consents and notices in place to process such photographs.
    • If a parent/guardian wishes to purchase any photographs, it may do so directly from the Third-Party Provider and any such purchases will be subject to the terms and conditions of such Third-Party Provider.
  4. Commission
    • The School will be entitled to the payment of a commission by us at an agreed rate calculated as a percentage of the total amounts received by us in respect of purchases of photographs and/or products via our Third-Party Provider resulting directly from our supply of the Services under this Contract (less any value added tax or other sales tax on them) during a period as notified to the School.
    • Any commission payable under clause 1 above will be payable by us via bank transfer or cheque within 30 days of the end of the academic year in which the commission becomes payable.
  5. Intellectual property rights

All intellectual property rights (including, but not limited to, copyright and related rights) in or arising out of or in connection with the Services, including in any photographs taken by us as part of the Services, will be owned by us.

  1. Limitation of Liability
    • Nothing in these Terms will limit or exclude our liability for:
      • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation; or
      • any other matter in respect of which it would be unlawful for us to exclude or restrict liability.
    • Subject to clause 6.1 above:
      • we will not be liable to the School, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and
      • our total liability to the School for all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total amount of commission paid by us to the School under clause 4
  1. General
    • No partnership or agency. Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • Personal Data. We will only use any personal data provided or made available to us as part of or in connection with the Contract and/or the Services in accordance with our Privacy Policy available at https://www.rozandkirsty.co.uk/privacy-policy/
    • Assignment and transfer. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract. The School will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Variation. Except as set out in these Terms, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Third party rights. This Contract is between the School and us. No other person will have any rights to enforce any of its terms. Neither party will need to get the agreement of any other person in order to end the Contract or make any changes to the Contract.
    • Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
    • If we do not insist immediately that the School does anything it is required to do under these Terms, or if we delay in taking steps against the School in respect of it breaking this Contract, that will not mean that the School does not have to do those things and it will not prevent us taking steps against the School at a later date.
    • Governing law and Jurisdiction. Any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim.