Terms of Engagement for Photographic Associates providing services to Mindy Coe Photography
This Agreement between the parties shall continue until terminated by either party giving to the other not less than one month’s written notice. The terms set out in this agreement represent the agreed terms between the freelance photographic associate (Associate)
services provided by Associate to MCP and MCP’s clients as follows.
1. Services will be provided to MCP by Associate from time to time on an as needed basis. MCP is not obligated to provide Associate with work at any time and Associate shall not be obligated to accept assignments from MCP.
MCP appreciates that Associate cannot always be available when requested to provide services by MCP.
MCP will always endeavour to give Associate as much notice as possible when requesting services and requests that Associate keeps MCP notified of dates when Associate will not be available.
2. Associate agrees to exercise professional diligence and reasonable care and skill in the conduct of all services provided to MCP (as well as to MCP’s clients) and Associate will comply with all reasonable requests and policies of MCP. Such requests and policies include (without limitation):
a. Associate shall not accept any commission or benefit in
kind whatsoever from any other 3rd party in connection with any services Associate provides or has ever provided to MCP.
b. Smoking, vaping or drinking alcohol whilst Associate provides services to MCP or MCP’s clients is not allowed.
3. Associate warrants to MCP that by providing services to MCP they will not be in breach of any obligations to any third party.
4. If Associate is unable at any time to conduct (or continue to conduct) any assignment due to circumstances beyond their control, Associate may delegate performance of the assignment to such suitably qualified and experienced, competent person as Associate may from time to time reasonably deem appropriate. Associate must notify MCP in writing as soon as possible if this power to delegate is exercised and provide full details of the name and contact information of the delegate so that continuity of good services can continue for the benefit of MCP and MCP’s clients.
5. Associate’s fees for services shall be as agreed between the parties from time to time and fees will become payable to associate after completion of each assignment and after submission to MCP by Associate of an accurate and detailed invoice to include at a minimum the following essential information:
A unique invoice number
Description of the services provided
Associate’s name and full address
Associate’s invoices will be paid within 30 days of receipt by MCP
6. Any additional expenses must be prior agreed in writing by MCP. Any such prior-agreed additional expenses must be itemised in Associate’s invoice and must always be supported by receipts.
7. All work produced by Associate under this Agreement belongs solely to MCP and may not be used by Associate in any manner without prior written approval from MCP and where such approval is granted Associate may only use work produced under this Agreement with attribution to MCP and the form of words use to provide attribution must be as approved in writing by MCP.
8. Associate agrees and undertakes not to sell or use in any manner whatsoever any image taken, created or captured pursuant to this Agreement to any person, entity, company, group, advertising agency, or otherwise, without MCP’s express prior written permission. Without prejudice to the full effect of the foregoing MCP may occasionally at MCP’s absolute discretion grant Associate permission to use any such image for Associate’s professional use (but only with prior written consent) on a case by case basis. (For Associate’s guidance examples of where prior written consent MIGHT be granted by MCP include print portfolio, website (including blog, Facebook Instagram) but only ever after eight (8) weeks after the event of after MCP has submitted them to its own blog, whichever occurs first.
9. Associate agrees that pursuant to this Agreement he or she is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of MCP and those of MCP’s clients and suppliers details of which are not in the public domain (‘Confidential Information’), and accordingly Associate hereby undertakes to and covenants with MCP that:
a. he or she shall not at any time after the termination of this Agreement use or procure the use of the name of MCP in any way calculated to suggest that he or she continues to be connected with MCP or in any way hold himself or herself out as having such connection;
b. he or she shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the agreed services; and
c. he or she shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to MCP whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
10. Associate expressly agrees not to attempt, directly or indirectly, to solicit any business from MCP’s clients for a period of one year from the date of termination of this Agreement.
11. Associate confirms that he or she is an independent, self-employed person who shall be responsible for all VAT (where applicable), income tax liabilities and national insurance (or similar) contributions in respect of his or her fees and accordingly Associate hereby agrees to indemnify MCP and hold MCP harmless in respect of any claims that may be made by any relevant authority against MCP in respect of income tax and national insurance or similar contributions relating to Associate’s services.
12. General Data Protection Regulation (GDPR
GDPR regulates how organisations use, store and collect personal information and sets out obligations for data processors (i.e. Associate) and controllers (i.e. MCP) and binds them to certain contractual commitments to ensure data is processed safely and legally. As a supplier to MCP, you may process data on our behalf.
According to Article 28 of the GDPR, your obligations include (but are not limited to):
Implementing appropriate security measures when processing data on behalf of MCP
Only processing data when strictly instructed by MCP
Complying with all measures listed in Articles 32 – 36 of the GDPR
Ensuring you as the data processor are committed to maximum confidentiality
Deleting all personal data forthwith after the end of the provisions of services on every assignment from MCP
Making available to MCP all information necessary to demonstrate compliance with the obligations laid down in this Article
Informing MCP promptly in case of any data breaches
If at any time, you are unable or unwilling to comply with any of these obligations, you must notify MCP in writing forthwith.
13. Nothing in this Agreement shall render or be deemed to render Associate an employee or agent of the MCP. This Agreement does not create any mutuality of obligation between Associate and MCP.
14. This Agreement contains the entire agreement and understanding of the parties and extinguishes all previous agreements between the parties.
15. The termination of this agreement shall not affect the rights and liabilities of the parties already accrued nor shall it affect the continuance in force of those provisions that are capable of having effect after termination.
16. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this agreement had been executed with the illegal or unenforceable provision eliminated.
17. Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled shall not constitute a waiver thereof and shall not cause a diminution of obligations under this Agreement.
18. No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated in writing to be such and signed by all the parties to this Agreement.
19. Associate agrees that all documents generated (electronically or otherwise and by either party) relating to provision of Associate’s services to MCP shall become and remain the property of MCP and shall be delivered up to MCP immediately on demand.