Terms and Conditions
TERMS AND CONDITIONS OF CANON PROFESSIONAL PHOTO SHOOT AND PRINT SERVICE
- “Canon” or “We”, or “us” shall mean Canon Hongkong Company Limited.
- “Customer” or “You” shall mean a person or a company who subscribes to our Services.
- “Creations” shall mean any and all photographs, images and/or prints captured, prepared and/or produced by Canon, its photographer(s), its sub-contractors and/or its staff.
- “Development” shall mean any and all products, publications, designs, drawing, digital files, negatives and any other material derived or developed from the Creations and/or Deliverables (whether in tangible or intangible form) by Canon.
- “Due Date” shall mean the final payment date for the Services provided by Canon in accordance to this Agreement.
- “Deliverables” shall mean a tangible good produced as a result of the Services provided to you by Canon.
- “Hong Kong” shall mean Hong Kong Special Administrative Region of the People’s Republic of China
- “Intellectual Property” shall mean all intellectual property rights of whatsoever nature, including (without limitation) patents, designs, trademarks, database or copyrights, whether or not registered or registerable by any means, and the right to file an application for registration.
- “Materials” shall mean all message(s), logo(s) and any other material provided by you to Canon for the provision of Services.
- “Order” shall mean an order placed by Customer for the purchase of Services.
- “Order Confirmation” shall mean the acceptance by Canon on the Reply Slip.
- “Purpose” shall mean the scope and purpose for which Canon shall use the Materials, including, but not limited to, management, advertising, publicity and marketing purposes etc.
- “Quotation” shall mean the document (including all its revised versions) including a price charged by Canon for the Services.
- “Reply Slip” shall mean an offer to a corresponding Quotation made by Customer to Canon for the Service.
- “Scheduled Date” shall mean the date of Services delivery as specified in the Quotation.
- “Services” shall mean Photograph Services and/or Instant Photo Printing Service provided by Canon to you.
- “SOW” shall mean statement of work specified in the Quotation.
- “Terms and conditions” shall mean the terms and conditions stated herein.
- ““Website” shall mean https://hk.canon.
- Basic of this Contract
- These Terms and Conditions prevail over any other terms and conditions in the Quotation and Price List.
- By returning a signed reply slip of the Quotation, you are placing an Order with Canon and hereby warranty and represent that:-
- You have attained the age of 18 and have the capacity and ability to enter into legally binding contracts;
- you understand that we shall only sell and deliver the Services to you;
- you are the sole owner of and/or have obtained sufficient license from the Copyright owner(s) for all copyrights, trademark rights and all other intellectual property rights of all Materials provided by you to Canon for the Services;
- the Materials shall not infringe the privacy, personal data, trade secrets, copyright, moral rights, image rights and/or any other intellectual properties rights of any third party;
- the use of Materials is subject to Canon’s own absolute and final discretion;
- you have obtained the consent from such person(s) who has been captured in the Creations and/or Deliverables, and the consent of such person(s) for the use of the Creations and/or Deliverables within the scope of the Purpose by Canon.
- Placing Order
- Information contained in this Website, price list and in the Quotation constitutes an invitation to treat only, which shall not be regarded as an offer by us to supply any Services and/or Deliverables to you. The Order you placed with us will be the offer to us to purchase the Services and/or Deliverables as indicated in the Quotation. Once you have signed and returned a Reply Slip, you shall, to the fullest extent permitted by the applicable law, neither cancel nor vary the Order howsoever. We shall have sole and absolute discretion to accept or decline any or all parts of the Order without giving any reason.
- We will confirm our receipt of the Order after receiving the signed Reply Slip which shall be treated as our acceptance of the Order. If any or all parts of the Order are successfully accepted, you will receive an Order Confirmation (if any) issued by us in respect of the related Services.
- In consideration of the Customer paying Canon in accordance with the payment schedule set out in the Quotation, Canon shall provide the Services and/or Deliverables in the Quotation in accordance with the SOW specified in the Quotation. All money paid by Customer to Canon under this Agreement is non-refundable in any circumstances whatsoever.
- Customer shall pay Canon as and when it becomes due in accordance with the invoice prepared by Canon free of any withholding abatement, reduction, set-off, defence, counter-claim or any reason whatsoever. If Customer fails to pay the full sum stated in Canon’s invoices in full by the date when it has become due, then Customer shall pay interest on the total overdue amount at the rate of [2.5%] per month. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the total overdue amount to Canon.
- In the event of late or default payment by you, Canon reserves the right to suspend the provision of any Services and/or delivery of Deliverables to you. Any extra costs incurred by Canon arising from the suspension and any resumption of the Services or delivery of Deliverables may be added to the amounts due to Canon.
- All charges stated in the Agreement or any invoice are exclusive of taxes or tariffs and the Customer agrees to pay such taxes and tariffs based upon or charged in connection or arising from the Services and/or Products or the Customer’s use of the Service and/or Deliverables.
- Canon Responsibilities
Canon, its photographer(s), sub-contractors and/or other staff shall in their reasonably endeavour to shoot, prepare or produce photographs, images and/or prints to the satisfaction of Customer in accordance with the SOW.
- Customer Responsibilities
- Subject to the relevant provision specifies in the Quotation, Customer acknowledges and agrees to:-
- provide Canon all necessary document (including a rundown of the event) upon Canon’s request.
- pay an additional charge as determined by Canon if the Customer requires Canon to further edit, retouch and finish the Creations after the Deliverables have been delivered to the Customer.
- provide sufficient workstation(s) for Canon’s photographer(s), sub-contractors and/or other staff to perform their tasks;
- take full responsibility for distributing all instant printing photo;
- provide all reasonable and necessary assistance in order for Canon for perform the SOW; and
- ensure the completeness, correctness and accuracy of all information provided in connection with the Order, including but not limitation, the recipient information and payment details (if applicable) and the timely collection of Deliverables upon Canon’s notification.
- The Customer further accepts that:-
- all image sizes of the Deliverables are for reference only. Canon did not, does not and will not guarantee the exact colour matching in any circumstances (including but not limited to any anomalous reflectance caused by a combination of certain dyes and materials);
- there may be discrepancies between the colour shown on Creations and/or Deliverables and the exact colour as seen by human eyes;the style and method for photographer’s shooting and any retouching by Canon are subjective and shall be subject to their own absolute and final discretion and judgment. The Customer shall have no right to reject the Creations and/or Deliverables on the basis of their style or composition and;
- the capture of images requested by the Customer is subject to unpredictability of the weather, willingness of subjects and occurrence of other unforeseeable event; and,
- In the preparation and during the performance of the Services by Canon, Canon may use any third party goods and services including but not limited to third party web platform for the photo display and Customer download purposes. Such third party may impose terms and conditions additional to this Agreement on both parties for using its goods and services. Customer’s usage of such goods and services including the web platform shall be governed by the terms and conditions of this third party. If Customer refuses to accept the terms and conditions of the third party, Customer agrees that the quality of the Services may be reasonably affected as a result of lacking of such goods and services. Customer shall not be entitled for any discount on the payment as set out in the Quotation due to its rejection of such goods and services.
- Delivery and Collection
- Delivery of the Deliverables in the same Order can be by one or multiple instalments.
- If Canon needs to revise the delivery date, we will inform you of the revised delivery date as soon as practicable. Delivery date of the Deliverables shall not be the essence of the Agreement and is only our reasonable estimate. Under no circumstances shall Canon be liable to Customer for any advance or delay in respect of the delivery date (howsoever caused or whether or not the same has been notified to the Customer).
- If the Customer refuses or fails to take delivery of the Deliverables (other than by reason of Canon’s default) on the agreed delivery date, then without prejudice to any other rights and remedies available to Canon, Canon may terminate this Agreement with immediate effect and dispose of the Deliverables without further notice or compensation to the Customer.
- If Customer wants to change the Scheduled Date, Customer shall make such request to Canon in writing. Canon shall have sole and absolute discretion to accept or reject such request or impose any condition (including additional payment) for acceptance of such change.
- In case that typhoon signal no. 8 or above and/or black rainstorm signal is hoisted or any event as specified in Clause 13d occurred on the Scheduled Date or soon before the Schedule Date, which may affect Canon’s ability to perform the Service, either party shall use its best endeavour to agree on a new date and time for Canon to perform the Services without addition charge to Customer. When considering the new Scheduled Date, Canon shall take into account of the availability of photographer(s) and/or printing assistant(s).
- Intellectual Property Rights
- Any right, title or interest in the intellectual property rights in or relating to the Creations and Deliverables shall remain with Canon until Canon receives the full payment of the total payment as specified in the Quotation and all other sums which are due to Canon from the Customer under this Agreement. Upon full payment by the Customer, all right, title or interest in the intellectual property rights remaining with Canon under this Clause shall be automatically assigned by Canon to the Customer.
- Upon assignment of the intellectual property rights pursuant to Clause 9a, the Customer agrees to grant to Canon an irrevocable, perpetual, non-exclusive, royalty free, sub-licensable and transferrable license to use, edit, modify, reproduce, publish, disseminate, distribute and/or broadcast the Creations, Deliverables and Developments created, produced and/or developed by Canon, its photographer(s), sub-contractor(s) and/or other staff for the purposes of promotional and training activities in respect of the Canon’s Professional Photo Shoot And Print Service without further need for consent from the Customer. [Consent from the subjects of the Creation Regarding their image rights for advertising].
- Personal Data
- Either party may terminate this Agreement at any time by giving not less than seven (7) days’ notice to the other party.
- Canon reserves the right to terminate this Agreement immediately at any time by giving to the Customer written notice if:-
- Customer fails to pay any sum under this Agreement on its due date and which has remained default for not less than seven (7) days after being notified in writing to make such payment;
- Customer commits a breach of this Agreement, which is incapable of remedy; or
- Customer commits and fails to remedy a breach of this Contract, which is capable of remedy; or
- Customer is unable to pay its debts or becomes bankrupt; or
- any Force Majeure Event prevent Canon from performing its obligations under this agreement for any continuous period of not less than thirty (30) days.
- The termination or expiry of the Agreement shall be without prejudice to any accrued rights or obligations of Canon, including the payment of all fees, charges etc. by the Customer up to the date of termination or expiry, and to any other rights and remedies available to Canon at law or in equity.
- In the event that this Agreement is terminated by Canon pursuant to Clause 7c, or Clause 11b (i), (ii), (iii), (iv), any payment paid by the Customer shall be forfeited by Canon without compensation; while if this Agreement is terminated by Canon pursuant to Clause 11b (v) of this Agreement, Canon shall refund to the Customer the paid Deposit in full.
- Warranty and Liability
- Any conditions or warranties, whether expressed or implied by statute, common law, trade custom, or otherwise, including warranties of merchantability or of fitness for a particular purpose, and any additional liability, compensation or indemnification, other than those expressly provided for in these Terms and Conditions, are insofar as permitted by law, hereby expressly rejected.
- Canon gives no warranty as to the accuracy of the information contained on this Website in particular to the digital images. We shall not be liable for any liability arising from any inaccuracy or inconsistency of the information, wilful damages, negligence, operation under abnormal conditions, any use that do not abide by our written or verbal guidelines. The digital images displayed on this Website are for reference only. Any typographical error, clerical or other error or omission on this Website, any sales literature, quotation, price list, acceptance of offer, invoice, statement made during customer service or other document or information issued by Canon shall be subject to correction at any time without any liability on our part.
- Canon shall not be liable for any failure or delay or otherwise in discharging our obligations and/or performing our duties under these Terms and Conditions if such default is in any way due to the incomplete, incorrect and/or misleading information provided by Customer in respect of the Order or Customer’s delay in collecting the Deliverables.
- To the extent permitted by law, Canon expressly disclaims and excludes any responsibility and accepts no liability or obligation whatsoever (whether in tort, contract or otherwise) for any loss, damage, personal injury, claims by a third party, loss and/or damage and corruption of data, accidental and/or unauthorized access to data, leakage of confidential, destruction or damage (including without limitation consequential loss, destruction or damage) howsoever arising from or in connection with inaccuracies or mistakes of any use or misuse of or reliance on the Creations and/or Deliverables.
- In no event shall Canon and any of its employees, authorized agents, and subcontractors be liable for any personal injury or property damage (unless caused by its gross negligence or wilful misconduct), loss of profit, loss of revenue or income, loss of the use of money; loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of and/or corruption of data or other special punitive, incidental, indirect or consequential losses or damages, arising out of the use of or inability to use any services supplied under this Agreement, or the Creations and/or Deliverables, regardless of the legal theory on which the claim is based and even if Canon has been advised of the possibility of such damages.
- In no event shall Canon’s total and cumulative liability under the Agreement exceed 10% of the amount actually paid by the Customer to Canon under this Agreement.
- For any infringement claims arise from or in connection with third party products, Canon’s only liability to the Customer shall be for Canon to pass onto the Customer all the remedies and protection Canon have obtained from such third party providers.
- Customer warrants Canon that it has obtained all necessary permission from the photo subjects including but not limited to the performance of the Services by Canon and any further use of the Deliverables or Creations by Canon as mentioned in Clause 9b.
The Customer shall fully defend, indemnify, save and hold Canon, its Group Company, affiliated companies, employees, sub-contractor(s) and/or agent(s) harmless for and against any and all claims, actions, suits, proceedings, penalties, demands, liabilities, losses, damages, costs and expenses which Canon, its Group Company, affiliated companies, employees, sub-contractor(s) and/or agent(s) may suffer or incur, arising out of and in connection with
- any Services provided and performed under the Agreement;
- any personal injury or property damage;
- any Materials supplied by the Customer infringing or allegedly infringing on the proprietary rights or personal data of a third party;
- copyright infringement and/or litigation regarding content-related disputes; and /or
- any breach of the Agreement by the Customer.
Canon reserves the right to assign all or any part of its rights, benefits entitlements and obligations under the Agreement (which assignment the Customer hereby irrevocably and unconditionally consents to). Customer shall not have right to assign any or all of its rights, benefits entitlements and obligations under the Agreement without prior written consent of Canon.
Canon reserves the right to amend, delete, update, supplement and interpret these Terms and Conditions, Quotation, Price List from time to time without further notice. The new Terms and Conditions shall be applicable for all Quotation made after the effective date.
- Force Majeure
Apart from payment obligations, neither Party shall be liable for any delay or failure to comply with its obligations under the Agreement if such failure is due to any cause beyond its reasonable control, including but not limited to the generality thereof, acts of God, acts of civil or military authority, labour disputes, failure or delay of either party’s suppliers, fire, riots, civil commotion, sabotage, war, embargo, blockage, boycotts, floods, epidemics, delays in transportation, or governmental restrictions, of which it has provided written notice to the other Party.
The provisions contained in each clause of these Terms and Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. In the event any provision of these Terms and Conditions is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected.
Any failure or delay by Canon to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
- Dispute Resolution and Governing Laws
These terms and conditions are governed by the Laws of Hong Kong. The Hong Kong courts have jurisdiction to settle any dispute arising out of or in connection with the Agreement and any matters related to these Terms and Conditions and you hereby irrevocably submit to the exclusive jurisdiction of the Hong Kong Courts in connection with any disputes arising from or in connection with the Agreement
- Contracts (Rights of Third Parties)
A person who is not a party to the Agreement has no right at law or in equity to enforce any of the terms and conditions of the Agreement pursuant to the Contract (Rights of Third Parties) Ordinance (Cap. 623).
- Entire Agreement
The Agreement shall constitutes the entire agreement between Canon and Customer as to its subject matter and supersedes all previous communications, representations and other arrangement, written or oral between Canon and Customer.
- No Relationship
Nothing in the Agreement creates or is intended to create an association, trust, partnership, employment, joint venture or any other entity or similar legal relationship among the Parties. No Party is or shall act as or be the agent, employee or representative of any other Party.