Broken Doll Images Ltd Terms and Conditions

Please read these Terms and Conditions carefully. All contracts that Broken Doll Images Ltd may enter into from time to time for the provision of Broken Doll Images Ltd's services shall be governed by these Terms and Conditions.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

"Acceptance Criteria" means compliance with the warranties set out in Clause 5.4;

"Business Day" means any weekday other than a bank or public holiday in England or Wales;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the following amounts:

(a) the amounts specified in Section 8 of the Statement of Work;

(b) such amounts as may be agreed in writing by the parties from time to time; and

(c) amounts calculated by multiplying Broken Doll Images Ltd's standard time-based charging rates (as notified by Broken Doll Images Ltd to the Client before the date of the Contract) by the time spent by Broken Doll Images Ltd's personnel performing the Services rounded down by Broken Doll Images Ltd to the nearest quarter hour;

"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Confidential Information" means:

(a) any information disclosed by or on behalf of the Client to Broken Doll Images Ltd during the Term of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by Broken Doll Images Ltd to be confidential;

(b) the terms of the Contract; and

"Client Materials" means all works and materials supplied by or on behalf of the Client to Broken Doll Images Ltd for incorporation into the Deliverables or for some other use in connection with the Services;

"Client Personal Data" means any Personal Data that is processed by Broken Doll Images Ltd on behalf of the Client in relation to the Contract, but excluding data with respect to which Broken Doll Images Ltd is a data controller;

"Contract" means a particular contract made under these Terms and Conditions between Broken Doll Images Ltd and the Client;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Client Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Deliverables" means those deliverables specified in Section 4 of the Statement of Work that Broken Doll Images Ltd has agreed to deliver to the Client under these Terms and Conditions.

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms and Conditions;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means, in respect of the Contract, the period specified in Section 2 of the Statement of Work;

"Permission" means a permission that is given by a third party and is required for:

(a) the performance of the Services at a location; and/or

(b) the inclusion or representation of a location, person, object or work in photographic Deliverables;

"Personal Data" has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);

"Broken Doll Images Ltd" means Amy Pennell and Kim Partridge of Broken Doll Images Ltd, a company incorporated in England and Wales (registration number 11335606) established under the laws of England and Wales having its principal place of business in South Wales.

"Broken Doll Images Ltd Indemnity Event" has the meaning given to it in Clause 20.1;

"Prints" means those finalised photographic images (either prints or fully edited digital images) that Broken Doll Images Ltd agrees to deliver to the Client, as specified in the Statement of Work;

"Services" means the photography services specified in Section 3 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time; and

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

“Parties” means the “the Client” and “Broken Doll Images Ltd”.

2. Term

2.1 The Contract shall come into force upon the Effective Date. The Effective Date is when an agreement is reached about when the photoshoot will take place.

2.2 The Contract shall continue in force until:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

upon which it will terminate automatically, subject to termination in accordance with Clause 23.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services

3.1 Broken Doll Images Ltd shall provide the Services to the Client in accordance with these Terms and Conditions.

3.2 Broken Doll Images Ltd shall provide the Services with reasonable skill and care.

3.3 Broken Doll Images Ltd shall devote such of its personnel's time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.4 Broken Doll Images Ltd shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

3.5 Broken Doll Images Ltd shall comply with all reasonable requests and directions of the Client in relation to the Services (what is deemed ‘reasonable’ is at the discretion of Broken Doll Images Ltd).

4. Permissions

4.1 Broken Doll Images Ltd shall use reasonable endeavours to obtain all those Permissions that are specified as Broken Doll Images Ltd's responsibility in the Statement of Work, or that are reasonably required for the performance of the Services.

4.2 Subject to Clause 4.1, the Client shall obtain reasonable endeavours to obtain all such Permissions as may be required for the performance of the Services.

4.3 All Permissions must be in writing and in such form as the parties may agree from time to time.

4.4 If the parties are unable to obtain any Permission that is required for the performance of the Services, the parties shall attempt to agree such variation to the scope of the Services as is necessary to enable the performance of the Services without the relevant Permission.

5. Deliverables

5.1 Broken Doll Images Ltd shall deliver the Deliverables to the Client.

5.2 The Client must promptly, following receipt of a written request from Broken Doll Images Ltd to do so, provide written feedback to Broken Doll Images Ltd concerning Broken Doll Images Ltd's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

5.3 Broken Doll Images Ltd shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 6 of the Statement of Work.

5.4 Broken Doll Images Ltd warrants to the Client that:

(a) the Deliverables will be of satisfactory quality;

(b) the Deliverables will be reasonably fit for any particular purpose for which the Client is contracting for the Deliverables that the Client makes known to Broken Doll Images Ltd before the Contract is made;

(d) Broken Doll Images Ltd has or will have at the relevant time the right to supply the Deliverables to the Client.

6. Acceptance

6.1 Within 10 Business Days following the delivery of Deliverables to the Client, the Client shall:

(a) review the Deliverables to determine whether they comply with the Acceptance Criteria; and

(b) notify Broken Doll Images Ltd in writing of the results of such review, providing full details of any non-compliance with the Acceptance Criteria.

6.2 If the Client does not give to Broken Doll Images Ltd a notice under Clause 6.1, within the period referred to in Clause 6.1, then the Deliverables shall be deemed to meet the Acceptance Criteria.

6.3 If the Deliverables do not comply with the Acceptance Criteria and the Client notifies Broken Doll Images Ltd of the non-compliance in accordance with this Clause 6, Broken Doll Images Ltd will have a further reasonable period agreed by the parties (of no less than 5 Business Days and no more than 25 Business Days) to remedy the non-compliance, following which Client will repeat the review.

6.4 If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) acceptance review under this Clause 6, then Broken Doll Images Ltd shall be deemed in breach of the Contract.

6.5 If the Client accepts or is deemed to accept the Deliverables under this Clause 6, then subject to Clause 21.1 the Client will have no right to make any claim under or otherwise rely upon Clause 5.4 unless the Client could not reasonably have been expected to have identified the breach of that provision during the testing or review process.

7. Prints /Digital images

7.1 Broken Doll Images Ltd shall create and deliver the Prints to the Client within the period specified in the Statement of Work.

7.2 The prices for the Prints and delivery costs for the Prints shall be included as part of the Charges payable in respect of the Services.

7.3 Risk in and title to the Prints shall pass from Broken Doll Images Ltd to the Client upon the Prints coming into the physical possession of the Client or a person identified by the Client to take possession of the Prints.

7.4 Broken Doll Images Ltd warrants to the Client that:

(a) the Prints will be of satisfactory quality;

(b) the Prints will be reasonably fit for any particular purpose for which the Client is contracting for the Prints that the Client makes known to Broken Doll Images Ltd before the Contract is entered into;

(d) Broken Doll Images Ltd shall have the right to supply the Prints to the Client;

(e) the Client shall enjoy quiet possession of the Prints, except as specified in these Terms and Conditions.

8. Client obligations

8.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to Broken Doll Images Ltd, or procure for Broken Doll Images Ltd, such:

(a) co-operation, support and advice; and

(b) information and documentation,

as are reasonably necessary to enable Broken Doll Images Ltd to perform its obligations under the Contract.

9. Client Materials

9.1 The Client must supply to Broken Doll Images Ltd the Client Materials specified in Section 7 of the Statement of Work, in accordance with the timetable specified in Section 6 of the Statement of Work.

9.2 The Client hereby grants to Broken Doll Images Ltd a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of Broken Doll Images Ltd's obligations and the exercise of Broken Doll Images Ltd's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of Broken Doll Images Ltd's obligations and the exercise of Broken Doll Images Ltd's rights under these Terms and Conditions.

9.3 The Client warrants to Broken Doll Images Ltd that the Client Materials when used by Broken Doll Images Ltd in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

10. Intellectual Property Rights

10.1 Broken Doll Images Ltd hereby assigns to the Client with all of its Intellectual Property Rights in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Client Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights.

10.2 Broken Doll Images Ltd shall ensure that the Third Party Materials are:

(a) licensed to the Client in accordance with the relevant licensor's standard licensing terms;

(b) licensed to the Client on reasonable terms notified by Broken Doll Images Ltd to the Client;

(c) sub-licensed by Broken Doll Images Ltd to the Client on reasonable terms notified in writing by Broken Doll Images Ltd to the Client; or

(d) sub-licensed by Broken Doll Images Ltd to the Client on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Deliverables,

10.3 Broken Doll Images Ltd must use reasonable endeavours:

(a) do or procure the doing of all acts; and

(b) execute or procure the execution of all documents,

that the Client may reasonably request from time to time in order to perfect or confirm the Client's ownership of the rights assigned by these Terms and Conditions.

11. Moral rights

11.1 The moral right of each author of the Deliverables to be identified as an author in accordance with Sections 77 and 78 of the Copyright, Designs and Patents Act 1988 is hereby asserted.

11.2 Broken Doll Images Ltd acknowledges that, under Section 85 of the Copyright, Designs and Patents Act 1988, if the Deliverables have been commissioned by the Client for private or domestic purposes, the Client has the rights not to have:

(a) copies of the Deliverables issued to the public;

(b) the Deliverables exhibited or shown in public; and

except as expressly permitted by law or agreed by the Client.

11.3 The Client agrees that, notwithstanding Section 85 of the Copyright, Designs and Patents Act 1988, Broken Doll Images Ltd may share copies of the Deliverables on social media or on the official website by entering into the Contract. If the Client wishes not to have their Deliverables shared, they must provide a written statement (via email) prior to the photoshoot taking place.

12. Charges

12.1 The Client shall pay the Charges to Broken Doll Images Ltd in accordance with these Terms and Conditions.

12.2 If the Charges are based in whole or part upon the time spent by Broken Doll Images Ltd performing the Services, Broken Doll Images Ltd must obtain the Client's written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to Broken Doll Images Ltd any Charges in respect of Services performed in breach of this Clause 12.2.

12.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes, but otherwise exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to Broken Doll Images Ltd.

12.4 Broken Doll Images Ltd may change the prices for services from time to time and can do so without giving notice to the client. However, if a price has been agreed in writing with the Client ahead of a shoot, this must be honored for that specific photoshoot. This does not apply to any other future shoots.

13. Client obligations

13.1 Broken Doll Images Ltd requests that the Client does not make dramatic edits or alter the Prints in such a way to that is deemed by Broken Doll Images Ltd to:

(a) degrade the Prints OR

(b) cause reputational damage to Broken Doll Images Ltd.

13.2 If Clause 13.1 is not adhered to, Broken Doll Images Ltd reserves the right to request the Client remove the Print from public view. If the Client does not remove the Print from public view following 2 written or emailed requests, this is deemed breach of Contract and Broken Doll Images Ltd may seek further action against the Client.

14. Payments

14.1 Broken Doll Images Ltd shall issue invoices for the Charges to the Client [from time to time during the Term or as otherwise agreed between Broken Doll Images Ltd and the Client.

14.2 The Client must pay the Charges to Broken Doll Images Ltd no later than 21 days prior to the photoshoot, unless otherwise agreed in writing between Broken Doll Images Ltd and the Client.

14.3 The Client must pay the Charges by debit card, credit card, bank transfer or cheque (using such payment details as are notified by Broken Doll Images Ltd to the Client from time to time).

14.4 If the Client does not pay any amount properly due to Broken Doll Images Ltd under these Terms and Conditions, Broken Doll Images Ltd may:

(a) terminate the Contract

(b) cancel the photoshoot

(c) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

(d) withhold Services and Deliverables from the Client

14.5 If a deposit is requested, it must be paid no later than the date specified by Broken Doll Images Ltd. Failure to do so will result in the terms specified in Clause 14.4.

14.6 Deposits are requested from the Client to secure the date and location for the photoshoot and any additional items that may be requested. The deposit is non-refundable.

14.7 The deposit is set at 20% of the total charge and is payable to Broken Doll Images Ltd. This amount is non-negotiable and will be subtracted from the full charge owed.

15. Broken Doll Images Ltd's confidentiality obligations

15.1 Broken Doll Images Ltd must:

(a) keep the Client Confidential Information confidential;

(b) not disclose the Client Confidential Information to any person without the Client's prior consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

(c) use the same degree of care to protect the confidentiality of the Client Confidential Information as Broken Doll Images Ltd uses to protect Broken Doll Images Ltd's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Client Confidential Information;

15.2 Notwithstanding Clause 15.1, Broken Doll Images Ltd may disclose the Client Confidential Information to Broken Doll Images Ltd's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

15.3 This Clause 15 imposes no obligations upon Broken Doll Images Ltd with respect to Client Confidential Information that:

(a) is known to Broken Doll Images Ltd before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of Broken Doll Images Ltd; or

(c) is obtained by Broken Doll Images Ltd from a third party in circumstances where Broken Doll Images Ltd has no reason to believe that there has been a breach of an obligation of confidentiality.

15.4 The restrictions in this Clause 15 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Broken Doll Images Ltd on any recognised stock exchange.

16. Broken Doll Images Ltd's publicity obligations

16.1 Broken Doll Images Ltd must not make any public disclosures relating to the confidential details of the Contract without the Client’s consent.

16.2 Subject to the express confidentiality obligations set out in these Terms and Conditions but notwithstanding the restriction set out in Clause 16.1, Broken Doll Images Ltd may make the following types of public disclosure without the prior consent of the Client: sharing Client Prints on social media and/or the official website for Broken Doll Images Ltd for the purposes of, but not limited to; advertising; marketing, to enhance the website and attract website visitors to the procure Services from Broken Doll Images Ltd.

17. Distance and off-premises contracts: cancellation right

17.1 This Clause 17 applies if, and only if, the Client enters into the Contract with Broken Doll Images Ltd as a consumer - that is, as an individual acting wholly or mainly outside the Client's trade, business, craft or profession - where the Contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

17.2 The Client may withdraw an offer to enter into the Contract with Broken Doll Images Ltd at any time; and the Client may cancel the Contract entered into with Broken Doll Images Ltd at any time within the period:

(a) beginning when the Contract was entered into; and

(b) ending at the end of 14 days after the day on which the Contract was entered into,

subject to Clause 17.3. The Client does not have to give any reason for the withdrawal or cancellation.

17.3 The Client agrees that Broken Doll Images Ltd may begin the provision of services before the expiry of the period referred to in Clause 17.2, and the Client acknowledges that, if Broken Doll Images Ltd does begin the provision of services before the end of that period, then:

(a) if the services are fully performed, the Client will lose the right to cancel referred to in Clause 17.2; and

(b) if the services are partially performed at the time of cancellation, the Client must pay to Broken Doll Images Ltd an amount proportional to the services supplied or Broken Doll Images Ltd may deduct such amount from any refund due to the Client in accordance with this Clause 17.

17.4 In order to withdraw an offer to enter into the Contract or cancel the Contract on the basis described in this Clause 17, the Client must inform Broken Doll Images Ltd of the Client's decision to withdraw or cancel (as the case may be). The Client may inform Broken Doll Images Ltd by means of any clear statement setting out the decision. To meet the cancellation deadline, it is sufficient for the Client to send its communication concerning the exercise of the right to cancel before the cancellation period has expired. In some instances, where the Contract period is less than 14 days, there will be no cancellation period and no refunds given should the Client wish to withdraw or cancel the Contract.

17.5 If the Client withdraws an offer to enter into the Contract, or cancels the Contract, on the basis described in this Clause 17, the Client will receive a full refund of any amount the Client paid to Broken Doll Images Ltd in respect of the Contract, except as specified in this Clause 17.

17.6 Broken Doll Images Ltd will refund money using the same method used to make the payment, unless the Client has expressly agreed otherwise. In any case, the Client will not incur any fees as a result of the refund.

17.7 Broken Doll Images Ltd will process the refund due to the Client as a result of a cancellation on the basis described in this Clause 17 without undue delay and, in any case, within the period of 14 days after the day on which Broken Doll Images Ltd is informed of the cancellation.

18. Data protection

18.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

18.2 The Client warrants to Broken Doll Images Ltd that it has the legal right to disclose all Personal Data that it does in fact disclose to Broken Doll Images Ltd under or in connection with the Contract.

18.3 Broken Doll Images Ltd shall only process the Client Personal Data during the Term stated in the Privacy Policy.

18.4 Broken Doll Images Ltd shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area, as set out in these Terms and Conditions or any other document agreed by the parties in writing.

18.5 Notwithstanding any other provision of these Terms and Conditions, Broken Doll Images Ltd may process the Client Personal Data if and to the extent that Broken Doll Images Ltd is required to do so by applicable law. In such a case, Broken Doll Images Ltd shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

18.6 Broken Doll Images Ltd shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

18.7 Broken Doll Images Ltd and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data, including the measures specified in [the information security policy of Broken Doll Images Ltd (as it may be updated by Broken Doll Images Ltd from time to time).

18.9 Broken Doll Images Ltd must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, Broken Doll Images Ltd shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Client may terminate the Contract on 7 days written notice to Broken Doll Images Ltd, providing that such notice must be given within the period of 7 days following the date that Broken Doll Images Ltd informed the Client of the intended changes. Broken Doll Images Ltd shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on Broken Doll Images Ltd by this Clause 18.

18.10 As at the Effective Date, Broken Doll Images Ltd is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data, the third parties within, but not limited to, the following categories; dance professionals, dance studios, Broken Doll Images Ltds, clothing brands, clothing resellers, retailers.

18.11 Broken Doll Images Ltd shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

18.12 Broken Doll Images Ltd shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.

18.13 Broken Doll Images Ltd shall make available to the Client all information necessary to demonstrate the compliance of Broken Doll Images Ltd with its obligations under this Clause 18 and the Data Protection Laws.

18.14 Broken Doll Images Ltd shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

18.15 Broken Doll Images Ltd shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of Broken Doll Images Ltd's processing of Client Personal Data with the Data Protection Laws and this Clause 18. Broken Doll Images Ltd may charge the Client at its standard time-based charging rates for any work performed by Broken Doll Images Ltd at the request of the Client pursuant to this Clause 18.15.

18.16 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

19. Warranties

19.1 Broken Doll Images Ltd warrants to the Client that:

(a) Broken Doll Images Ltd has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

(b) Broken Doll Images Ltd will comply with all applicable legal and regulatory requirements applying to the exercise of Broken Doll Images Ltd's rights and the fulfilment of Broken Doll Images Ltd's obligations under these Terms and Conditions; and

(c) Broken Doll Images Ltd has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

19.2 The Client warrants to Broken Doll Images Ltd that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

19.3 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

20. Indemnity

20.1 Broken Doll Images Ltd shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly or indirectly as a result of any breach by Broken Doll Images Ltd of Clause 15 or Clause 5.4 (a "Broken Doll Images Ltd Indemnity Event").

20.2 The Client must:

(a) upon becoming aware of an actual or potential Broken Doll Images Ltd Indemnity Event, notify Broken Doll Images Ltd;

(b) provide to Broken Doll Images Ltd all such assistance as may be reasonably requested by Broken Doll Images Ltd in relation to Broken Doll Images Ltd Indemnity Event;

(c) allow Broken Doll Images Ltd the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to Broken Doll Images Ltd Indemnity Event; and

(d) not admit liability to any third party in connection with Broken Doll Images Ltd Indemnity Event or settle any disputes or proceedings involving a third party and relating to Broken Doll Images Ltd Indemnity Event without the prior written consent of Broken Doll Images Ltd,

and Broken Doll Images Ltd's obligation to indemnify the Client under Clause 20.1 shall not apply unless the Client complies with the requirements of this Clause 20.2].

21. Limitations and exclusions of liability

21.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.

21.2 The limitations and exclusions of liability set out in this Clause 21 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 21.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

21.3 Broken Doll Images Ltd will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.

21.4 Broken Doll Images Ltd will not be liable to the Client in respect of any loss of profits or anticipated savings.

21.5 Broken Doll Images Ltd will not be liable to the Client in respect of any loss of revenue or income.

21.6 Broken Doll Images Ltd will not be liable to the Client in respect of any loss of business, contracts or opportunities.

21.7 Broken Doll Images Ltd will not be liable to the Client in respect of any loss or corruption of any data, database or software.

21.8 Broken Doll Images Ltd will not be liable to the Client in respect of any special, indirect or consequential loss or damage.

21.9 The liability of Broken Doll Images Ltd to the Client under the Contract in respect of any event or series of related events shall not exceed the greater than:

(a) the total amount paid and payable by the Client to Broken Doll Images Ltd under the Contract in the 2 month period preceding the commencement of the event or events.

21.10 The aggregate liability of Broken Doll Images Ltd to the Client under the Contract shall not exceed the greater than:

(b) the total amount paid and payable by the Client to Broken Doll Images Ltd under the Contract.

22. Force Majeure Event

22.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

22.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

22.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

23. Termination

23.1 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach the Contract and the breach is not remediable;

(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 15 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

23.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

23.3 Broken Doll Images Ltd may terminate the Contract immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to Broken Doll Images Ltd under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

24. Effects of termination

24.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 6.5, 10, 11.3, 13, 14.2, 14.4, 15, 16, 18.1, 18.3, 18.4, 18.5, 18.6, 18.7, 18.8, 18.9, 18.10, 18.11, 18.12, 18.13, 18.14, 18.15, 18.16, 20, 21, 24, 25.2, 28 and 29].

24.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

25. Status of Broken Doll Images Ltd

25.1 Broken Doll Images Ltd is not an employee of the Client, but an independent contractor.

25.2 The termination of the Contract will not constitute unfair dismissal; nor will Broken Doll Images Ltd be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

26. Notices

26.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

26.2 Any notice from one party to the other party under these Terms and Conditions must be given by email or in writing. If the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

26.3 The addressee and contact details set out in Section 9 of the Statement of Work may be updated from time to time.

27. Subcontracting

27.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Broken Doll Images Ltd may subcontract any of its obligations under the Contract, providing that Broken Doll Images Ltd must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

27.2 Broken Doll Images Ltd shall remain responsible to the Client for the performance of any subcontracted obligations.

28. General

28.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

28.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

28.3 The Contract may not be varied except by a written document agreed by each of the parties.

28.4 The Client hereby agrees that Broken Doll Images Ltd may assign Broken Doll Images Ltd's contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of Broken Doll Images Ltd from time to time or a third party, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under the Contract. The Client must not without the prior written consent of Broken Doll Images Ltd assign, transfer or otherwise deal with any of the Client's contractual rights or obligations under the Contract.

28.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

28.6 The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

28.7 The Contract shall be governed by and construed in accordance with English law.

28.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

29. Interpretation

29.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

29.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

29.3 References in these Terms and Conditions to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided].

29.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

30. The Photoshoot

30.1 Some location shoots will be carried out outdoors and so the Client and Broken Doll Images Ltd accepts that there is a risk that adverse conditions, such as weather, may affect the photoshoot. In these instances, Broken Doll Images Ltd will contact the Client to offer:

(a) an alternative location for the shoot on the same date

(b) the photoshoot to be rearranged for a different date

30.2 The expectations of the photoshoot are to be set out in advance of the photoshoot clearly and in written format by Broken Doll Images Ltd. The Client must provide all requirements clearly and in written format in advance of the photoshoot to avoid any miscommunication. No refunds will be given if these are not adhered to.

30.3 In the event that the Client is unable to attend the photoshoot at short notice (less than 7 days prior to the photoshoot) due to sickness, injury or a extenuating circumstance outside of the Client’s control, it is at Broken Doll Images Ltd’s discretion as to whether to pay a refund or reschedule the photoshoot.

30.4 In the event that the Client is over 10 minutes late to attend the photoshoot, it is at Broken Doll Images Ltd’s discretion as to whether to proceed with the photoshoot and/or allow additional time for the photoshoot as a result (possibly at a cost to te Client). Preferably the Client will arrive in sufficient time to the photoshoot to allow for costume changes, getting acquainted with the surroundings and warming up as necessary.

30.5 If during the photoshoot, the Client is unwell or suffers an injury, there will be a first aid trained member of Broken Doll Images Ltd on site to assist where required. Safety measures are put into place to limit this, although if this does happen, Broken Doll Images Ltd reserves the right to rearrange the photoshoot if required and claim any costs for commencing the photoshoot from the Client.

30.6 If the Client suffers any injury as a result of non-compliance with the guidance or direction of Broken Doll Images Ltd during the photoshoot, Broken Doll Images Ltd are not held liable for the incident. The Client enters into the Contract understanding and fully accepting the risks associated with these type of photoshoots.

30.7 In the unlikely event of Broken Doll Images Ltd’s equipment failing, Broken Doll Images Ltd must clearly communicate this to the Client if it affects the photoshoot or the Deliverables. It is at Broken Doll Images Ltd’s discretion to decide an appropriate course of action that should then be communicated clearly to the Client.

30.8 In the event of the Client damaging Broken Doll Images Ltd’s property or any property of Broken Doll Images Ltd, the Client will be held liable to pay for such damages plus any additional costs for lost revenue.

30.9 Personal property of the Client is to be brought to the photoshoot at the Client’s own risk. Broken Doll Images Ltd will not be held liable for lost, damaged or stolen property.

30.10 The Client must act in a professional and courteous manner during the photoshoot at all times. Any rude, distasteful or unlawful behavior will not be tolerated and Broken Doll Images Ltd holds the right to terminate the photoshoot with immediate effect and with no refund made available.

30.11 If a location shoot is chosen by the Client that is not one of the selected locations offered by Broken Doll Images Ltd, any additional costs to hold the photoshoot at that location must be paid by the Client directly to that location.

STATEMENT OF WORK

1. Client details

The client must provide sufficient details in order for Broken Doll Images Ltd to carry out the services requested.

2. Minimum Term

The minimum term is set at 21 days.

3. Specification of Services

(a) A photography shoot that may, as specified, include use of; a mobile XStage Lite pole, props, costumes and other items as agreed in the Contract between the Client and Broken Doll Images Ltd as requested by the Client.

4. Specification of Deliverables

(a) High quality digital images (or Prints) from photoshoots with the Client

(b) In some instances, there may be additional Deliverables specified that are tailored to the Client’s requirements. In these instances, the Deliverables with be set out in the booking confirmation and receipt that will be provided to the Client.

5. Permissions

(a) The Client gives permission for Broken Doll Images Ltd to take pictures of the Client, as well as full access to edit, copy, amend, destroy, send, and share the images taken during the photoshoot.

(b) The Client gives permission to Broken Doll Images Ltd to all data specified in the Privacy Policy for only the purposes set out in the Privacy Policy.

(c) The Client must provide written permission to Broken Doll Images Ltd should they wish to have a specific location for their photoshoot if it is not one of the selected locations regularly used by Broken Doll Images Ltd, unless no formal permission is required.

6. Timetable

The timetable is as follows, unless specified otherwise by Broken Doll Images Ltd in the event of a pop-up photoshoot where the Contract period is much shorter:

(a) The date of the Photoshoot will be pre-agreed between Broken Doll Images Ltd, the Client and any third parties that are involved. This will be specific to each Contract. Once a date is agreed, any changes to it will be at the discretion of Broken Doll Images Ltd.

(b) Any Charges must be paid no later than 21 days prior to the photoshoot in accordance with Clause 14.

(d) Any additional prints that are requested by the Client must be paid for no later than 9 weeks following the date of the photoshoot, or as otherwise specified by Broken Doll Images Ltd.

(e) Deposits are requested from the Client to secure the date and location for the photoshoot and any additional items that may be requested. The deposit is non-refundable.

(f) The deposit will be set at 20% of the total charge

7. Client Materials

The Client must provide to Broken Doll Images Ltd:

(a) Any relevant information relating to their photoshoot, including detailed requirements, information pertinent to the health and safety of the Client or Broken Doll Images Ltd and any relevant permissions.

(b) Any props, costumes or materials for their photoshoot.

8. Financial provisions

The Client is required to pay the Charges to Broken Doll Images Ltd in accordance with these Terms and Conditions. Failure to do so may result in termination of the Contract and/or Broken Doll Images Ltd withholding their Services and/or Deliverables.

9. Contractual notices

As covered by the Terms and Conditions