Terms and Conditions of Business with Coalesce Ltd In filling out our booking form/ SLA/ downloading image/video data or confirming an event by email you agree to accept these terms and conditions. If for any reason you would like to change the date of your booking you may do so if your new date is available, however if your chosen date is unavailable, cancellation terms below will apply. 1. DEFINITIONS: For the purpose of this Agreement, the following terms shall have the following meanings: o “The Photographer” means any photographer working for or on behalf of Coalesce Ltd. o “The Client” shall mean the person identified as the client or customer on the Booking Schedule, and also the person, entity or company identified in the confirmation email. For this purpose the Client shall where the context so admits or requires include their respective assignees, sub-licensees and successors in title. In cases where the Client is acting with the assistance or representation of an Agency or Advertiser all references to “the Client” shall be interpreted to mean the Agency or the Advertiser. o “The Booking Form” shall mean a form or an email (whether or not printed on the reverse side of these Terms and Conditions) completed by the Client by which the Client instructs Coalesce Ltd to create Material. o “Material”, “Video” and/or “Photographs” means all video/film/photographic material including but not limited to photographs, prints, transparencies, images, negatives, digital scans, digital files, digital image, design, artwork, montages, drawings, engravings including and other type of physical or electronic material and/or any other photographic product or other product comprising or containing reproduction of any form of photographic material and which may be offered for the purpose of reproduction and which has been created by the Photographer or videographer. o “Reproduction” includes any form of publication or copying of the whole or part of any photograph/video whether altered or not and whether by printing, photography, projection (whether to an audience or not), electronic or mechanical reproduction or storage, electronic transmission or for any use as an artist’s reference or illustration, or in a layout or presentation to include non-commercial image sharing internet resources. o “Order” means any order for Material placed by the Client with Coalesce Ltd as recorded on a Booking Form or in such other form as Coalesce Ltd may agree with. o “Price” means the price for an Order as set out on Coalesce Ltd for the purpose of producing and supplying the Material and all Consultancy and Training Services provided by Coalesce Ltd as agreed between the Client and Coalesce Ltd. o “Commercial Use” includes all uses of the Material which are not for the personal use of the Client and uses for which the Client may have the possibility of financial gain.
2. TERMS AND CONDITIONS 2.1 ALL WORK SUBJECT TO THESE TERMS AND CONDITIONS Any work of any description undertaken by Coalesce Ltd pursuant to an Order shall be subject to these Terms and Conditions. 2.2 COPYRIGHT The entire copyright in the Photographs/video is retained by Coalesce Ltd at all times throughout the world and nothing shall be deemed to be a release, transfer, assignment or other disposal of Coalesce Ltd right in the Material, save as o Specifically set out in these Terms and Conditions, or o May otherwise be agreed by the Coalesce Ltd in writing. 2.3 OWNERSHIP OF MATERIALS Title to all of the Video and Photographs remains the property of Coalesce Ltd. If a Licence to Use the Video/Photographs has been granted by Coalesce Ltd to the Client, when the Licence to Use the materials has expired the Video/Photographs must be returned to Coalesce Ltd in good condition or destroyed or put beyond use within 30 days. 2.4 AGREEMENT In consideration of the Price, Coalesce Ltd will undertake such work as is necessary to fulfil the requirements of any order. In consideration of Coalesce Ltd agreement to produce the Materials, the Client will pay the Price in accordance with the provisions set out in these Terms and Conditions. 2.5 ORDERS An Order shall be subject to the following provisions: o Coalesce Ltd shall be entitled to require a deposit payment on account of the Price in such sum as may be agreed between Coalesce Ltd and the Client prior to the taking of any steps to create the Material. o In the event of a cancellation of any Order by the Client, in addition to any entitlement to claim damages for losses arising from such cancellation Coalesce Ltd shall, in any event, be entitled to retain/charge 10% of the final fee o Coalesce Ltd shall be entitled to agree to regard any Order that is not evidence in writing as invalid. o Coalesce Ltd licences the Client to utilise the material produced as a result of the Client’s Order to the extent set out in writing between the Client and Coalesce Ltd in the Booking Form or as otherwise agreed in writing between the Client and Coalesce Ltd in line with these Terms and Conditions. Any breach of such licence shall automatically revoke such licence without any requirement for Coalesce Ltd to provide notice of such automatic revocation. o Coalesce Ltd shall be entitled to sub-contract their obligations under an Order at their discretion. o Save as otherwise agreed between the Client and Coalesce Ltd, the Photographer/videographer shall be entitled to use his judgement regarding the style and artistic input in the production of Material. o Coalesce Ltd shall not be liable to the Client for any failure, in whole or in part, to fulfil his obligations under an Order where failure arises as a result of any event or circumstances beyond his control, which may include (but which is not limited to) equipment failure, inclement weather, illness or injury. o On completion of Coalesce Ltd obligations under an Order, Coalesce Ltd shall deliver an invoice for the Price to the Client and the Client shall pay the Price (or any balance of it) within 30 days of the date of the invoice. Any sum outstanding after the expiry of 30 days shall have the following consequences: Interest at a rate of 8% per annum shall accrue in respect of any outstanding sum. Any licence granted by the provisions this agreement and any other additional terms and agreed between the Client an Coalesce Ltd shall be automatically revoked and shall only be capable of reinstatement upon payment of any outstanding sum plus interest and other costs incurred by Coalesce Ltd. 2.6. DIRECTION The direction will be provided during the shoot day(s) by a Client representative, who shall have authority and final decision power to approve setups for the purpose of providing final approval on location of all setups photographed and content produced. If direction is not provided at the time of capture Coalesce Ltd photographer/videographer’s best judgment will be deemed acceptable. Changes desired by Client in scope or content of photographs/video after a location, video or photographs are completed, will require re-shooting at Client’s expense. 2.7 DELIVERY OF MATERIALS The Invoice shall list all the materials delivered to the Client. The Materials shall be presumed to have been received in good condition unless the Client notifies Coalesce Ltd in writing of any discrepancy or error within 14 days of receipt. Only person or persons nominated by a company or organisation will be granted access to the Materials after the event. Once the Client downloads the Materials they will be responsible for the protection of that data under their own company Data Protection Policy. (Please see point 2.14 INDEMNITY below for the terms and conditions that apply if the Video/ Photograph is misused in a way that was not agreed or intended)
2.8 PERMISSION TO REPRODUCE Permission to reproduce a video/photograph is granted to the Client by Coalesce Ltd only when a fee for the reproduction has been agreed with Coalesce Ltd and an invoice has been issued by Coalesce Ltd and paid in full by the Client to Coalesce Ltd unless otherwise agreed with Coalesce Ltd. Permission to reproduce a video/ photograph applies only to the reproduction described herein or otherwise described in the Invoice, booking form/booking email or specified upon delivery. If the client wishes to reproduce a photograph/video in a different context as described in the invoice or booking form/booking email, they must seek permission from Coalesce Ltd in writing. In the event of unauthorised reproduction, the Client shall pay by way of liquidated damages to Coalesce Ltd an unauthorised use fee of €100 per image/video or double the standard reproduction fee for the use concerned, whichever is the greater. The right to reproduce a video/photograph granted by Coalesce Ltd is personal to the Client and may not be assigned or sold to any third party without Coalesce Ltd’s prior consent in writing. The image/video may not be distributed to any third party for use or reproduction in a manner other that which was agreed upon booking the event. Any intended changes to the use of the image must be agreed with Coalesce Ltd in writing. 2.9 ALTERATION The Client may not alter or add to or manipulate a picture/video by means of computer or any other technique or reproduce a picture/video in whole or in part as an element within, or as a montage within another video/picture without first obtaining the written consent of Coalesce Ltd. 2.10 USE The Licence to Use the Materials comes into effect from the date of payment of the relevant Invoice(s). No use may be made of the Video/Photographs before payment in full of the relevant Invoice(s) without the express consent in writing of Coalesce Ltd. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the date nominated by Coalesce Ltd as being the due date or if the Client is put into receivership or liquidation. The Licence only applies to the Client and the Material as stated on the Booking schedule or agreed with Coalesce ltd by email and its benefits shall not be assigned to any third party without the prior written consent of Coalesce Ltd. Accordingly, even where any form of “all media” Licence is granted, Coalesce Ltd’s permission must be obtained before any use of the Photographs/video for other purposes e.g. use in relation to another product or sub-licensing through a photo-library. Permission to use the Photographs/video for purposes outside the terms of the Licence to Use will normally be granted upon payment of a further fee, which must be agreed as between Coalesce Ltd and the Client and paid in full by the Client before such further use. Unless otherwise agreed in writing, all further Licences in respect of the Photographs/video will be subject to these terms and conditions. 2.11 EXCLUSIVITY The Client may be authorised to publish the Photographs/video to the exclusion of all other persons. However Coalesce Ltd retains the right in all cases to use the Photographs/videos and Material in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting their work. If the License to Use includes an exclusivity period, Coalesce Ltd shall be entitled to use the Photographs/videos for any purpose after the expiry of said exclusivity period without further notice to the Client. 2.12 NON-COMMERCIAL IMAGE SHARING RESOURCES The Client is expressly prohibited from submitting the Material to non-commercial image sharing internet based resources including but not limited to websites such as Facebook, MySpace, Picasa and Flickr, without first obtaining the express permission of Coalesce Ltd. 2.13 CLIENT CONFIDENTIALITY Coalesce Ltd will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposes of the photography/video, save as may be reasonably necessary to enable Coalesce Ltd to carry out their obligations in relation to the commission. 2.14 INDEMNITY While Coalesce Ltd takes all reasonable care in the performance of this agreement generally, Coalesce Ltd or the Photographer/videographer shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any image or its caption. The Client agrees to indemnify Coalesce Ltd in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Client by Coalesce Ltd, including but not limited to any claim, damage or cost arising as a result of the Client allowing a photograph/video or a copy thereof to come into the possession of a third party without the prior written consent of Coalesce Ltd. It is the Client who must satisfy himself that all necessary rights, releases or consents have or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or works of art depicted in any image unless it is expressly agreed in writing between Coalesce Ltd and the Client that Coalesce Ltd shall have responsibility for obtaining certain expressed rights, releases or consents. In the event that the image is issued or reproduced by or with the authority of the Client then the Client shall indemnify Coalesce Ltd against any loss or damage, proceedings or costs where such rights, releases or consents have not be obtained. 2.15 EXPENSES Where extra expenses or time are incurred by Coalesce Ltd as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at Coalesce Ltd’s normal rate to Coalesce Ltd in addition to the expenses shown as having been agreed or estimated. 2.16 REJECTION Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. 2.17 CANCELLATION AND POSTPONEMENT A booking form is considered firm as from the date of confirmation and accordingly Coalesce Ltd will, at their discretion, charge a fee for cancellation or postponement. 2.18 RIGHT TO A CREDIT The Photographer/videographer’s name is to be printed on, or in reasonable proximity to all published reproductions of the Photographs/videos. 2.19 ELECTRONIC STORAGE Save for the purpose of production of the photographs/videos for the Licensed Use, the Photographs/Video may not be stored in any form of electronic medium without the written permission of Coalesce Ltd. 2.20 APPLICABLE LAW This agreement shall be governed by the laws of the Republic of Ireland. 2.21 VARIATION These Terms and Conditions shall not be varied except by agreement in writing unless otherwise agreed as between Coalesce Ltd and the Client. 2.22 ENTIRE AGREEMENT An Order, as evidenced by information on the Booking Schedule or email booking and as governed by and as read together with these Terms and Conditions shall form the entire agreement between Coalesce Ltd and the Client, save as may be otherwise agreed in writing. 3. Specific Data Protection Provisions applicable to Coalesce Ltd and the Client: 3.1 GENERAL 22.214.171.124 Structure. The provisions of this Agreement are supplementary to any existing written terms and conditions in place between Coalesce Ltd and the Client (the “General Provisions”) or the Supplier. 3.2 Hierarchy of Terms. In the event of any conflict or inconsistency between any General Provisions and the terms of this Agreement, the terms of this Agreement shall take precedence over the General Provisions listed above. 3.3 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings:
o “Affiliates" means in respect of a Party, any company which is a subsidiary or a holding (including ultimate holding) company of that Party, and any company which is a subsidiary of such holding company from time to time, (the terms subsidiary and holding company having the meanings given in the Companies Act 2014); o “Data Protection Laws" means all laws, regulations, orders, by-laws, codes, standards, guidelines, decisions and opinions determined by any governmental or regulatory authority, which apply to any undertaking or circumstance relevant to data protection, including, but not limited to, the Irish Data Protection Acts 1988 and 2003 and the UK Data Protection Act 1998 (as amended or replaced from time to time including but not limited to by the GDPR) and any other laws, regulations (EU or Irish statutory), directives, decisions or other guidelines; o “Data Controller", "Data Processor", "Data Subject", and "Personal Data" shall have the meanings attributed to those terms in the Irish Data Protection Acts 1988 to 2018, as amended or replaced from time to time including but not limited to by the GDPR; o “GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) (as may be amended from time to time and includes all GDPR implementing legislation); o “Parties” means Coalesce Ltd and the Supplier and any one of them is referred to as a “Party”; o "Regulator" means any person or professional body having regulatory or supervisory authority over Coalesce Ltd, its Affiliates or the Supplier, including without limitation the [Data Protection Commissioner/ Information Commissioner’s Office]; o “The Client” shall mean the person identified as the client or customer on the Booking Form and/or where no booking form exists, the person, entity or company identified in the print release. For this purpose the Client shall where the context so admits or requires include their respective assignees, sub-licensees and successors in title. In cases where the Client is acting with the assistance or representation of an Agency or Advertiser all references to “the Client” shall be interpreted to mean the Agency or the Advertiser
o "Service Personnel" means the Client and its Affiliates officers, employees, agents, contractors, and their officers, employees, agents and contractors; o "Services" means the services supplied by the Supplier to Coalesce Ltd and/or its Affiliates. o Other Definitions. Unless otherwise defined in this Agreement, all capitalised terms used in this Agreement will have the meaning ascribed to them in the General Provisions, if applicable. 4. Coalesce Ltd warrants, represents and undertakes to the Client that it shall (and shall procure that the Service Personnel shall): 4.1 not process, disclose to or source from any third party, any Personal Data except to the extent, and in such a manner, as is reasonably necessary for the provision of the Services and then only where Coalesce Ltd is acting on and in accordance with the express written instructions of the Client and/or its Affiliates, and in accordance with all Data Protection Laws; 4.2 not, where possible, transfer or process any Personal Data outside the European Economic Area, including any transfer via electronic media, without the express prior written consent of the Client; 4.3 ensure that all Service Personnel engaged in the provision of the Services have entered into a confidentiality agreement with Coalesce Ltd and shall further ensure that such Service Personnel are made aware of and observe Coalesce Ltd’s obligations under this Agreement with regard to the security and protection of Personal Data;
4.4 implement and maintain appropriate technical and organisational measures to protect Personal Data including, but not limited to, against accidental, unauthorised or unlawful loss, destruction, damage, alteration, access, disclosure or other processing and shall ensure that such measures shall provide a level of security appropriate to the risk represented by the processing and having regard to the nature of the Personal Data which is to be protected; 4.5 only sub-contract any element of the data processing provided that (i) the Client has given its express prior written consent to the use of such a sub-contractor or (ii) has given its prior general consent to sub-contracting of the data processing by Coalesce Ltd from time to time.
4.6 implement and maintain appropriate technical and organisational measures to assist the Client in responding to requests from Data Subjects exercising their rights and shall notify the Client promptly upon receipt of any such request from a Data Subject and shall assist the Client where required in its obligation under Arts 35 and 36 GDPR including but not limited to the completion of a data protection impact assessment; 4.7 at the Client’s request, cooperate with the Regulator in the performance of its tasks under GDPR;
4.8 promptly upon becoming aware of any DP Incident (and in any event within 24 hours of becoming aware of such an incident) will notify the Client by telephone and by email and follow Coalesce Ltd Security and Confidentiality of Data (Data Protection) procedure. 4.9 except where Applicable Law requires the retention by Coalesce Ltd of Personal Data, on the expiration of the provision of the Services, Coalesce Ltd shall, at the election of the Client delete, destroy and make permanently unusable all Personal Data supplied to it by or on behalf of the Client, together with all copies, records, analysis, memoranda or other notes to the extent containing or reflecting any Personal Data.