My Terms & Conditions have been written to protect both you the Client and me the Photographer. Please note that making a confirmed booking, settling your invoice, or downloading or making use of your Images, are all considered implicit acceptance and agreement with all the relevant terms and conditions of your shoot, and with the privacy policy relating to interactions via email and my website.

I’ve tried to strike a balance between legalese and readability, but if you have any questions about anything on this page please get in touch to clarify before confirming a booking.

Private Clients – events & portraits

1. Definitions & Agreement

For the purpose of this agreement the “Photographer” shall refer to Owen Billcliffe or, if agreed, other photographer representing Owen Billcliffe; the “Studio” shall refer to Owen Billcliffe Photography; and the “Client” shall, where the context so admits, include the Client’s respective assignees, sub-licensees and successors in title.

“Image(s)” means all photographic material furnished by the Photographer, whether digital, transparencies, negatives, prints or any other type of physical or electronic material.

“The Price” means the total fee for the Package quoted by The Studio or The Photographer immediately prior to being directed to fill in the booking form.

“The Package” means all services, products and images detailed by the Studio in email communications as included in the Price. If a service is not detailed in The Package quote, and not requested by the Client to be included in the Price and Package before agreeing the quote, the service shall be deemed to be not included. If the Client later makes use of a service not included in the Package as agreed, including but not limited to using an image outside the permission of the Client’s Licence To Use, the Studio or Photographer reserves the right to charge for the service at their full rate upon learning of this use.

No variation or modification of these terms shall be effective unless agreed by both the Studio and the Client in writing.

2. Confirmation & Reservation Fee

A reservation fee (’the Reservation Fee’) may be required along with the completed booking form to reserve the date. The Reservation Fee is deducted in full from the The Price as detailed on an invoice supplied to the Client and goes towards compensation of expenses incurred by the Studio in preparation plus costs of reserving exclusivity at the time and date listed by the Client on the booking form.

In any event a booking is not considered confirmed until agreed by the Studio in dated written correspondence after receipt of the booking form, and the Reservation Fee where required. Where confirmation is issued by email, the sent date of the email is considered the confirmation date.

3. Price & Payment

Price is subject to timings, shoot requirements, usage requirements, and other Package inclusions as agreed between Client and Studio prior to booking. Should the Client make changes to these details after confirming booking they should inform the Studio as soon as possible. If the Studio determines that the changes result in an increase in time spent and expenses incurred by the Studio or Photographer, or an increase in the usage required by the Client, the Studio reserves the right to adjust the Price accordingly and re-submit an updated invoice.

If the invoice is not paid in full by the specified date the Photographer reserves the right to charge a penalty fee plus interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.

Following payment of the Reservation Fee (if required) the balance is due to be paid no later than the date specified on the invoice. Depending on the nature of the shoot either the gallery password or the image download PIN may be withheld until the invoice is settled in full, unless otherwise agreed in writing between the Photographer and the Client at time of booking.

Payment for any additional products or images is to be made when they are ordered for the prices stated upon ordering. Additional products or images are those not included in the Package or Price.

4. Copyright

For the avoidance of doubt, all copyright in the images is owned absolutely by the Photographer within the provision of the Copyright, Designs and Patents Act 1988. It is contrary to this act to copy or allow to be copied photographically, electronically or by any other means any image created as part of this contract without the express permission of The Photographer.

5. Use

The Photographer and Studio grants permission for all private Clients to use an Image or Images taken as pursuant to this contract in any non-commercial way the Client wishes subject to the terms of this contract. This includes the right of the Client to make their own prints for personal use from any digital files purchased or included in their Package.

Unless agreed otherwise in writing, the Client is not entitled to distribute or sub-license to a third party any Images, digital or otherwise, whether purchased separately or included in their Package; or to make any commercial use of the Images, including but not limited to commercial media campaigns or commercial products.

Editorial publication of the images should be credited to the Photographer by way of their name printed on, or in reasonable proximity to, published reproductions of Images.

The Client hereby allows The Studio to display an image or images taken pursuant to this contract in their studios, portfolio, literature, website, trade exhibitions and advertising. No use of the Images will be made by The Photographer or Studio for any other commercial reason except with written permission of the Client.

6. Digital & Print Quality

All digital image sizes supplied are high resolution. The Photographer aims to provide a pleasing colour balance based on skin tones but cannot guarantee exact colour matching especially with clothing and coloured lighting, as it is sometimes impossible to digitally record the exact colour as seen by the human eye.

The Photographer is committed to producing high quality products. However, the Client is aware that colour dyes, inks, and other materials, used in photography may fade or discolour over time. As such, Client releases Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any fading or discolouration of any photographic prints.

The Photographer shall be granted complete artistic licence during the shoot and their judgement regarding the framing and number of images taken shall be final. Due to the vagaries of the weather and the willingness of subjects it may not be possible to capture specially requested images, although every effort will be made to do so.

7. Cancellation

A booking is considered firm as from the date of confirmation. After this point the Client may cancel this contract at any time by giving written notice to the Studio, but in doing so shall forfeit any Reservation Fee paid. Should cancellation be received by the Studio less than 14 days prior to the booked date, the Client may also be liable to pay up to 100% of the Price balance.  The Reservation Fee and Price cover all reasonable expenses incurred in preparation, the loss of other work by keeping the date for the client, and a percentage of outstanding fees.

In the case of Client cancellation the Reservation Fee is non-refundable under any circumstance, unless the Studio or Photographer are able to re-book a different client into the vacated appointment. This is because the Studio or Photographer will have held that date to the exclusion of all other clients requesting the date, which has a cost implication.

In the event of the Photographer cancelling the Studio will make every effort to replace their services with those of a similarly experienced photographer. If none can be found the Studio will refund all monies paid.

8. Rejection & Reshoots

The Client agrees to accept the Photographer’s creative and technical judgment as to the execution of the Image(s), and the Client has no right to reject Images or refuse to settle the fee on the basis of style or composition.

If the Client requires a reshoot then the Client agrees to pay the Photographer an additional fee of one hundred percent of the fee stated in the invoice for the original shoot, plus all expenses for the reshoot.

If a reshoot is required for reasons beyond the control of Photographer or Client, including, but not limited to, weather conditions, acts of God or the fault of a third party, Photographer will not charge an additional full creative fee, but Client agrees to pay all expenses for the reshoot, including but not limited to travel and time expenses.

9. Limitation of Liability

If the Photographer is unable to supply his photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond his control, then Photographer will attempt to procure the services of another professional photographer to fulfill his obligations. If that does not succeed, Photographer will return any fees paid by Client and will have no further liability with respect to this Agreement, and the Photographer will not be responsible or liable for any other damages beyond the agreed value of the shoot covered under this agreement. Neither party shall be liable for indirect or consequential loss.

10. Slideshows

If a slideshow video file has been provided as part of your transaction, whether as a complimentary or paid addition, the following terms apply:

1. The video provided with these terms (“Video”) is licensed, and not sold. Therefore, you do not own the Video, and must comply with these terms in using the Video.
2. You are granted the limited rights to use, copy, perform and display the Video. You may not distribute the Video to others. You are not granted the rights to use, copy, perform or display the Video for broadcast television, radio, or theatrical media.
3. You will not use Videos for any illegal or immoral purposes, including without limitation for unauthorized or illegal advertising or promotional materials, such as junk mail, spam, chain letters, or pyramid schemes.
4. You may not modify the Video in any way.
5. THE VIDEO IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
6. IN NO EVENT SHALL ANIMOTO INC. NOR THE PROVIDER OF THE VIDEO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SITE.
7. You agree to indemnify and hold Animoto Inc. and the provider of the Video, and each of their parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use or misuse of the Video, your failure to comply with applicable laws, or your failure to comply with these terms.
8. You may only use the Video for non-commercial purposes; in other words, you may not use the Video in any way that directly or indirectly derives a commercial benefit or pecuniary gain.

11. Archiving Digital Files

If the Client has received or purchased digital Images it is the Client’s responsibility to properly store and archive these. While the Photographer may choose to archive the Images as part of their own business practices, the Photographer and Studio cannot guarantee the availability of any Image(s) beyond the date of first delivery to the Client.

The Client is aware that optical, magnetic, electronic, and any other media for storing digital data are inherently unstable. The Client hereby releases the Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Photographer becoming unusable.

12. Indemnity

The Photographer agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property.

The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

13. Complaints

Any complaints should be raised by the Client with The Studio in writing within 7 days of first becoming aware of the matter to be complained of and in any event within 7 days of receipt of the Images.

14. Acceptance Of Terms

In addition to oral and written agreements, Client confirmation of the booking, or any use of any Image(s) by the Client (including but not limited to downloading the high resolution files) will constitute acceptance of all the above terms and conditions.

Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and inures to the benefit of, Client and Photographer, as well as their respective principals, employees, representatives, and successors. Client and its principals, and employees, are jointly and severally liable for the performance of all payments and other obligations hereunder.

No amendment or waiver of any items is binding unless set forth in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and the Client is bound by, the Client’s oral authorizations for any additional Image(s), fees, and expenses, that could not be confirmed in writing due to the immediate proximity of completing the photography assignment.

This Agreement will be deemed to be a contract made under the laws of England and Wales, and for all purposes will be interpreted in its entirety in accordance with these laws. The Client specifically and irrevocably confers personal jurisdiction over it by the courts of England and Wales. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favour of the Photographer.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

Corporate Clients

1. Definitions & Agreement

For the purpose of this agreement the “Photographer” shall refer to Owen Billcliffe or, if agreed, other photographer representing Owen Billcliffe; the “Studio” shall refer to Owen Billcliffe Photography; and the “Client” shall, where the context so admits, include the Client’s respective assignees, sub-licensees and successors in title.

“Image(s)” means all photographic material furnished by the Photographer, whether digital, transparencies, negatives, prints or any other type of physical or electronic material.

“The Price” means the fee quoted by The Studio or The Photographer immediately prior to being directed to fill in the booking form.

“The Package” means all services, products and images detailed by the Studio in email communications as included in the Price. If a service is not detailed in The Package quote, and not requested by the Client to be included in the Price and Package before agreeing the quote, the service shall be deemed to be not included. If the Client later makes use of a service not included in the Package as agreed, including but not limited to using an image outside the permission of the Client’s Licence To Use, the Studio or Photographer reserves the right to charge for the service at their full rate upon learning of this use.

No variation or modification of these terms shall be effective unless agreed by both the Studio and the Client in writing.

2. Confirmation & Reservation Fee

A reservation fee (’the Reservation Fee’) may be required along with the completed booking form to reserve the date, at the Studio or Photographer’s discretion. The Reservation Fee is deducted in full from the The Price as detailed on an invoice supplied to the Client and goes towards compensation of expenses incurred by the Studio in preparation plus costs of reserving exclusivity at the time and date listed by the Client on the booking form.

In any event a booking is not considered confirmed until agreed by the Studio in dated written correspondence after receipt of the booking form, and the Reservation Fee where required. Where confirmation is issued by email, the sent date of the email is considered the confirmation date.

3. Price & Payment

Price is subject to timings, shoot requirements, usage requirements, and other Package inclusions as agreed between Client and Studio prior to booking. Should the Client make changes to these details after confirming booking they should inform the Studio as soon as possible. If the Studio determines that the changes result in an increase in time spent and expenses incurred by the Studio or Photographer, or an increase in the usage required by the Client, the Studio reserves the right to adjust the Price accordingly and re-submit an updated invoice.

If the invoice is not paid in full by the specified date the Photographer reserves the right to charge a penalty fee plus interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.

Following payment of the Reservation Fee (if required) the balance is due to be paid no later than the date specified on the invoice. Depending on the nature of the shoot either the gallery password or the image download PIN may be withheld until the invoice is settled in full, unless otherwise agreed in writing between the Photographer and the Client at time of booking.

Payment for any additional products or images is to be made when they are ordered for the prices stated upon ordering. Additional products or images are those not included in the Package or Price.

4. Copyright

For the avoidance of doubt, all copyright in the images is owned absolutely by the Photographer within the provision of the Copyright, Designs and Patents Act 1988, unless copyright has been purchased by the Client. It is contrary to this act to copy or allow to be copied photographically, electronically or by any other means any image created as part of this contract without the express permission of The Photographer.

Unless otherwise agreed during booking, the Photographer’s name will be printed on or in reasonable proximity to all published reproductions of the Image(s), and without exception where editorial use is made. The Photographer also asserts his/her statutory right to be identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.

5. Use & Exclusivity

The License to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Image(s) before payment in full of the relevant invoice(s) without the Photographer’s express permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation.

The License only applies to the Client and product as stated on the front of the form and its benefit shall not be assigned to any third party without the Photographer’s permission.

Accordingly, even where any form of ‘all media’ License is granted, the Photographer’s permission must be obtained before any use of the Image(s) for other purposes e.g. use in relation to another product or sub-licensing through a photo library.

Permission to use the Image(s) for purposes outside the terms of the License will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licenses in respect of the Image(s) will be subject to these terms and conditions.

The Client may be authorized to publish the Image(s) to the exclusion of all other persons. However, the Photographer retains the right in all cases to use the Image(s) in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting his/her work. After the exclusivity period indicated in the License to Use the Photographer shall be entitled to use the Image(s) for any purposes including submission to stock and news agencies unless otherwise agreed.

6. Digital & Print Quality

Unless otherwise specified in written correspondence prior to confirming the booking, the Photographer may deliver, and the Client agrees to accept, the Image(s) encoded in an industry-standard data format that the Photographer may select, at a resolution that the Photographer determines will be suitable to the reproduction technology and use(s) for which the Image(s) is licensed.

The Photographer uses cameras and monitors that are colour calibrated to industry standards. But due to variances in other monitors, software and computer platforms, the Image(s) may display differently on other monitors. Therefore, neutrals will be set for mathematical neutrality and colour will be adjusted for pleasing tonalities.

The Photographer is committed to using high quality products. However, the Client is aware that colour dyes, inks, and other materials, used in photography may fade or discolour over time. As such, Client releases Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any fading or discolouration of any photographic prints.

It is the Client’s responsibility to verify that the digital data, including colour profile, if provided, are suitable for reproduction of the expected quality and colour accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, the Photographer’s sole obligation will be to replace or repair the data, but in no event will the Photographer be liable for poor reproduction quality, delays, losses, expenses, or consequential damages, resulting directly, or indirectly, from defects or errors in digital files or their use.

7. Cancellation

A booking is considered firm as from the date of confirmation. After this point the Client may cancel this contract at any time by giving written notice to the Studio, but in doing so the Client may be liable to pay a fee that represents all reasonable expenses incurred in preparation and the loss of other work by keeping the date for the Client.

Should cancellation be received by the Studio more than 1 weeks (7 days) prior to the booked date, the Client will be liable to pay 30% of the quoted fee; cancellation with less than a week and up to 24 hours prior to the shoot time will incur 50% of the quoted fee; cancellation within 24 hours of the shoot time will incur 100% of the quoted fee.

If a Reservation Fee has been paid and more than 7 days have elapsed between booking and cancellation the Reservation Fee will not be refundable under any circumstances.

In the event of the Photographer cancelling the Studio will make every effort to replace their services with those of a similarly experienced photographer. If none can be found the Studio will refund all monies paid.

8. Rejection & Reshoots

Unless a rejection clause has been agreed in advance, the Client has no right to reject Images or refuse to settle the fee on the basis of style or composition. The Client is responsible for sending an authorized representative to the shoot. If no representative is present, the Client agrees to accept the Photographer’s creative and technical judgment as to the execution of the Image(s).

Whether a representative is present or not, if the Client requires a reshoot then the Client agrees to pay the Photographer an additional fee of one hundred percent of the fee stated in the invoice for the original shoot, plus all expenses for the reshoot.

If a reshoot is required for reasons beyond the control of Photographer or Client, including, but not limited to, weather conditions, acts of God or the fault of a third party, Photographer will not charge an additional full creative fee, but Client agrees to pay all expenses for the reshoot, including but not limited to travel and time expenses.

9. Limitation of Liability

If the Photographer is unable to supply his photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond his control, then Photographer will attempt to procure the services of another professional photographer to fulfill his obligations. If that does not succeed, Photographer will return any fees paid by Client and will have no further liability with respect to this Agreement, and the Photographer will not be responsible or liable for any other damages beyond the agreed value of the shoot covered under this agreement. Neither party shall be liable for indirect or consequential loss.

10. Slideshows

If a slideshow video file has been provided as part of your transaction, whether as a complimentary or paid addition, the following terms apply:

1. The video provided with these terms (“Video”) is licensed, and not sold. Therefore, you do not own the Video, and must comply with these terms in using the Video.
2. You are granted the limited rights to use, copy, perform and display the Video. You may not distribute the Video to others. You are not granted the rights to use, copy, perform or display the Video for broadcast television, radio, or theatrical media.
3. You will not use Videos for any illegal or immoral purposes, including without limitation for unauthorized or illegal advertising or promotional materials, such as junk mail, spam, chain letters, or pyramid schemes.
4. You may not modify the Video in any way.
5. THE VIDEO IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
6. IN NO EVENT SHALL ANIMOTO INC. NOR THE PROVIDER OF THE VIDEO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SITE.
7. You agree to indemnify and hold Animoto Inc. and the provider of the Video, and each of their parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use or misuse of the Video, your failure to comply with applicable laws, or your failure to comply with these terms.
8. You may only use the Video for non-commercial purposes; in other words, you may not use the Video in any way that directly or indirectly derives a commercial benefit or pecuniary gain.

11. Archiving Digital Files

It is the Client’s responsibility to properly store and archive the Image(s) for the duration of the term of license. While the Photographer may choose to archive the Images as part of their own business practices, the Photographer and Studio cannot guarantee the availability of any Image(s) beyond the date of first delivery to the Client.

The Client is aware that optical, magnetic, electronic, and any other media for storing digital data are inherently unstable. The Client hereby releases the Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Photographer becoming unusable.

All digital files created by, or on behalf of, the Client that contain any Image(s) will be deleted or destroyed within ten days after the expiration date of license.

12. Confidentiality

The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence by the Client for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission.

13. Indemnity

The Photographer agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property.

The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

14. Complaints

Any complaints should be raised by the Client with The Studio in writing within 7 days of first becoming aware of the matter to be complained of and in any event within 7 days of receipt of the Images.

15. Acceptance of Terms

In addition to oral and written agreements, Client confirmation of the booking, or any use of any Image(s) by the Client (including but not limited to downloading the high resolution files) will constitute acceptance of all the above terms and conditions.

The Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and inures to the benefit of, Client and Photographer, as well as their respective principals, employees, representatives, and successors. Client and its principals, and employees, are jointly and severally liable for the performance of all payments and other obligations hereunder.

No amendment or waiver of any items is binding unless set forth in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and the Client is bound by, the Client’s oral authorisations for any additional Image(s), fees, and expenses, that could not be confirmed in writing due to the immediate proximity of completing the photography assignment.

This Agreement will be deemed to be a contract made under the laws of England and Wales, and for all purposes will be interpreted in its entirety in accordance with these laws. The Client specifically and irrevocably confers personal jurisdiction over it by the courts of England and Wales. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favour of the Photographer.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.