General Terms & Conditions of Purchase
Hereinafter the service provider shall be referred to as “supplier” Sims Images Limited of 15 Newhouse Farm Business Centre Old Crawley Road Horsham West Sussex RH12 4RU (Company Registration Number: 8096094) shall be referred to as “client”.
The supplier has skills and abilities in their field that the client wishes to use. The supplier will provide the services as instructed by the client and the client will accept them on the terms of this Agreement.
This on going Agreement will not end unless specified in writing by supplier or client.
The supplier shall deliver the services with the care, skill and diligence required in accordance with best practice in their industry, profession or trade, using all reasonable endeavours to ensure the accuracy of the work performed hereunder.
The supplier undertakes to adhere to the client’s Data Protection Code of Practice. The supplier undertakes to deliver a final services/goods/selection of images in high resolution jpeg, TIF and RAW files/B-roll, packages and aSM edits to the client on or before the agreed delivery date.
The supplier undertakes to notify the client as soon as is reasonably practicable if they are unable to provide services due to illness or injury. For the avoidance of doubt, the agreed fee shall not be payable in respect of any period during which the services are not provided for the above reasons.
The supplier undertakes to comply with all reasonable standards of health and safety and comply with health and safety procedures from time to time in force at any premises where the services are provided and report to the client any unsafe working conditions or practices.
The supplier is responsible for ensuring the safety of themselves and their crew during any travel or visit in the course of providing services and the client shall have no liability to suppliers or their crew in this regard. Personal protection is extremely important and suppliers and crew should remain aware of developing situations. Appreciating cultural and legal differences can help avoid potentially embarrassing or difficult situations.
The supplier confirms that they will always work within the laws of the country where the work is carried out. Any fines incurred by suppliers and their crew, including but not limited to speeding, congestion, parking violations, parking or traffic fines and court costs or any other avoidable penalty will not be reimbursed by the client. This agreement mitigates the client against any risk and confirms the client does not accept any responsibility.
The supplier confirms that they have suitable public liability insurance which shall indemnify the client for any loss liability, cost (including reasonable legal costs), damages or expenses arising from any breach by the supplier of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the services.
The client undertakes to assist the supplier as necessary to obtain access to locations and photographic subjects in order to complete the job as agreed. The supplier will not be held liable for failure to complete the job if access proves not to be possible.
The supplier hereby assigns copyright rates for PR, editorial, internal, corporate and social media use, including marketing run social media and micro site use unless otherwise requested, for all images/film shot as part of the job (whether or not they are part of the final selection) to the client. The client agrees to acknowledge the supplier as author of the assets.
The client cannot grant permission to the supplier to use the final selection of images for the purposes of promoting their own services. Permission is to be sought by the supplier on a job by job basis in writing to the client.
Neither party to this Agreement is authorised or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other.
The relationship of the supplier to client will be that of an independent contractor and nothing in this Agreement shall render him an employee, worker, agent or partner of Sims Images Ltd and the supplier shall not hold himself out as such.
This Agreement constitutes a contract for the provision of services and is not a contract of employment and accordingly the supplier shall be fully responsible for and shall indemnify the client for and in respect of any income tax national insurance or social security contributions and any other liability deduction contribution assessment or claim arising from or made in connection with the performance of the services provided.
The supplier shall keep in strict confidence all confidential information concerning the client’s business, its products and services. The supplier may disclose such information to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out obligations. The supplier shall ensure that it’s employees, officers, representatives, advisers, agents or subcontractors to whom they disclose such information shall comply with the obligations of confidentiality equivalent to those set out in this condition.
Force Majeure. Providing that supplier and client have complied with this condition neither shall be in breach of this agreement, nor liable for any failure or delay in performing any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following; acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, breaking of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, nuclear, chemical or biological contamination or sonic boom, compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law), fire, explosion or accidental damage, loss at sea, adverse weather conditions, unavailability whether due to illness or injury, collapse of building structures, failure of plant machinery, any labour dispute, including but not limited to strikes, industrial action or lockouts.
Any party that is subject to Force Majeure Event shall not be in breach of this agreement provided that it promptly notifies the other party in writing of the nature of the Force Majeure Event causing its failure or delay to perform work; it could not have avoided the effect of the Force Majeure Event by taking precautions which having regard to all the matters known to it before the Force Majeure Event it ought reasonably to have taken, but did not and it has used reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out obligations under this agreement in any way that is reasonably practical and to resume the performance of its obligations as soon as is reasonably possible.
If the Force Majeure Event prevails for a continuous period of more than 1 (one) month, either party may terminate this agreement by giving 7 (seven) days written notice to the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
Each party warrants and undertakes that it (and its sub-contractors and agents if any) shall duly observe its obligations under the Data Protection Act 2018 (DPA) and the general Data Protection Regulation 2016 (GDPR).
Payment terms. The parties agree that the client will pay all sums owing to the supplier on a “pay when paid” basis, namely that the client will not be obliged to pay any invoice provided by the supplier until the invoice for the corresponding work has been paid in full and in cleared funds by the corresponding commissioning client.
Unless otherwise specified in writing or the subject of a separately negotiated written contract, purchase orders are subject to our General Terms & Conditions of Purchase.
This Agreement is governed by the laws of England and Wales and the parties to this Agreement submit to the exclusive jurisdiction of the courts of England and Wales.
Sims Images’ Website Terms and Conditions
Welcome to Sims Images. We hope you enjoy using our website. Please feel free to contact us with any questions. Our contact details are below. In these Terms and Conditions and other documents we refer to ourselves as Sims or just “we” / “our”.
Important information about using this website
If you browse and use this website, you are agreeing to comply with and be bound by these website Terms and Conditions in full. If you disagree with any part of these Terms and Conditions, then please don’t use our website. We take our legal responsibilities seriously and unauthorised use of this website or breach of these Terms and Conditions, may give rise to a claim for damages or even be a criminal offence.
We’ve tried to keep these Terms and Conditions simple and we recommend that you take a moment to read them in full before using our site.
Privacy and Cookies
This website uses cookies. By using this website, you consent to Sims Images’ use of them. You can read our Privacy and Cookie policy here for more information.
A bit of information about us – the owners of this website
Sims Images Limited is a limited company, registered at Sims Images Limited
15 Newhouse Farm Business Centre
Old Crawley Road
Horsham
West Sussex RH12 4RU
Company Registration Number: 8096094
You can contact us by emailing Georgia@simsimages.co.uk or 01293 852 999.
Alternatively, you can write to us at the above address.
A bit of information about you
You must be at least 18 years of age to use this website and by continuing to use it, you warrant and represent that you are.
Customers
If you are using this website to look for photography services, products, advice or information (whether for now or in the future), then we describe you in these Terms and Conditions as Customers.
As a Customer, this website is free to use but you are still bound by these Terms and Conditions.
Suppliers
If you are using this website because you offer photography, video or other services which may be of interest to Sims or our Customers, then we describe you as a Supplier. Our relationship with Suppliers is governed by:
• These Terms and Conditions.
• Our Supplier Contract, including any appendices, which you will receive a copy of and be asked to sign.
If asked by Sims to supply information for this website for whatever purpose, the information you provide about you, and your services and products must be true, accurate, current and complete. You must maintain and make reasonable efforts to promptly update the information to make sure it remains so.
As a Supplier, any content you provide to Sims and our Customers must not be illegal or unlawful, it must not infringe any third party's legal rights and must not be or have been subject to any legal proceedings. You must be legally entitled to operate and to provide the services, products or information that you’re offering to supply.
Suppliers remain the owners of any content uploaded to this site (unless otherwise agreed) but you also grant Sims a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute content provided by you in any existing or future media.
Sims have the right to suspend or terminate any agreement with you and your use of this website and refuse any and all current or future use of this website or the services provided in connection with it. Sims reserve the right to remove any material submitted, stored, hosted or published without notice.
Using this website – Customers and Suppliers
1. You agree to use this website and our services for legal purposes only and you will not inhibit or restrict any other person/s enjoyment or use of it.
2. Unless otherwise stated, Sims and/or its licensors own the intellectual property rights in the website and material on the website. Subject to any licenses, all these intellectual property rights are reserved. Nothing in these Terms and Conditions or our Supplier Contract confers any licence or right to use the materials on this website other than as permitted in these Terms.
Website material and information and our liability
3. The content of the pages of this website is for your general information and use only. It is subject to change without notice. The material on this website should not be relied upon and it is your responsibility to check the accuracy of any information before relying on it. Therefore, you use this website and the information on it, entirely at your own risk.
4. This website may also include links to other websites. These links are provided for your convenience only. We do not take any responsibility for the site to which the link directs you.
5. Sims expressly exclude any liability for any errors or deficiencies in the services or products provided and for any loss or damage (direct or indirect) resulting from the use of the services provided (including free of charge services) by this website or Sims.
6. This does not affect our liability for death or personal injury arising from our negligence, misrepresentation, nor any other liability which cannot be excluded or limited under applicable laws or regulations.
7. Sims are not liable for any loss or damage caused by any viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website, or any other website linked to it.
8. We shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond our control.
What you can do when using this website
9. Whether you’re a Customer or Supplier, we’re happy for you to download and print pages from this website for your own personal use, but this is strictly subject to the terms below.
10. You must not:
• Republish, redistribute or sell material from this website.
• Reproduce, duplicate, copy, or exploit material on this website for any commercial reasons.
• Edit or otherwise alter any material on the website.
What you can’t do when using this website
11. You must not use this website in any way that causes, or may cause, damage to the website or the reputation of Sims.
12. You must not use this website in any way which is unlawful, illegal, fraudulent or harmful. This includes using it, the material on it and the information you obtain from it to send unsolicited communications or to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus or malicious computer software.
13. You must not conduct any systematic or automated data collection activities in relation to this website.
14. You must not use this website for any purposes related to marketing without Sim’s express written agreement.
Severability
15. If any of these Terms are determined to be illegal, invalid or otherwise unenforceable, it shall be severed and deleted from these Terms and Conditions and the remaining Terms will remain in full force and effect.
Jurisdiction
16. Your use of this website and any dispute arising out of it is subject to the laws of England, Northern Ireland, Scotland and Wales.
Changes
17. Sims may change these Terms and Conditions from time to time without notice. We recommend you check and re-read them regularly.
You can contact us by:
Email: Georgia@simsimages.co.uk
By Phone: 01293 852 999.
By mail: 15 Newhouse Farm Business Centre
Old Crawley Road
Horsham
West Sussex RH12 4RU
June 2018