These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Passive Matrix Photography ("we," "us" or "our"), concerning your access to and use of the passivematrix.sbs website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site") and our photography services.
You agree that by accessing the Site and/or engaging our photography services, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
You may use the Site for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Site:
Additionally, you agree not to:
By booking our photography services, you agree to:
If you arrive more than 15 minutes late to a scheduled photography session, we reserve the right to shorten the session accordingly or reschedule, at our discretion. The full session fee will still apply.
Cancellations made with less than 48 hours' notice will be charged at the full session rate. Cancellations made with more than 48 hours but less than 7 days' notice will be charged at 50% of the session rate. Cancellations made with more than 7 days' notice may reschedule without penalty, subject to availability.
For outdoor photography sessions, inclement weather may necessitate rescheduling. The decision to reschedule due to weather will be made by us, and we will make every effort to accommodate a new date without additional fees.
We will deliver the final edited images within the timeframe specified in your booking confirmation or contract. Standard delivery times are:
Expedited delivery may be available for an additional fee.
We maintain full creative control over the selection and editing process. We will select the best images from your session and edit them according to our professional standards and artistic style. The number of final images delivered will be as specified in your package or contract.
We do not provide RAW (unedited) files. Requests for specific editing styles should be discussed prior to booking.
By using the Site or our services, you represent and warrant that:
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
All photographs created by Passive Matrix Photography are protected by copyright law. We retain copyright ownership of all images we create. When you purchase photography services, you are purchasing a license to use the images as specified in your contract or package details, not the copyright to the images themselves.
Unless otherwise specified in writing, clients are granted a non-exclusive, non-transferable license to use the images for personal, non-commercial purposes. This typically includes:
Commercial use, including but not limited to advertising, marketing materials, publication, or sale of images, requires a separate commercial license agreement and additional fees.
Unless explicitly agreed otherwise in writing, we reserve the right to:
If you wish to restrict our use of your images, this must be negotiated prior to booking and specified in writing.
The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").
Any Contribution you post to the site will be considered non-confidential and non-proprietary. By posting any Contribution on the Site, you grant us the right to share, copy, distribute, store, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Contribution, and to publish your name in connection with your Contribution.
We have the right to:
To the fullest extent permitted by applicable law, in no event will we, our affiliates, or our or their respective directors, officers, employees, agents, or service providers be liable for any direct, indirect, special, incidental, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:
In the case of photography services, we will make every reasonable effort to capture and deliver the photographs as agreed. However, we cannot be held liable for:
Our total liability to you for any damages shall not exceed the amounts paid by you to us for the specific services or products giving rise to the claim.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
These Terms and Conditions and your use of the Site and our services are governed by and construed in accordance with the laws of the United Kingdom applicable to agreements made and to be entirely performed within the United Kingdom, without regard to its conflict of law principles.
Any legal action of whatever nature brought by either you or us (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted in the courts located in the United Kingdom, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, the Parties shall first attempt to resolve the dispute informally. Either Party may initiate this process by providing written notice of the dispute to the other Party. The Parties shall then have thirty (30) days from the date of such notice to attempt to resolve the dispute through direct communication.
If the Parties cannot resolve the dispute through direct communication within such thirty (30) day period, either Party may initiate mediation by providing written notice to the other Party. The mediation shall be conducted by a mutually agreed upon mediator in the United Kingdom.
If any provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms and Conditions remain in full force and effect while you use the Site. We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
If you have any questions about these Terms and Conditions, please contact us at:
Passive Matrix Photography