Contract with Associates

AGREEMENT BETWEEN ERIC RENE AND MARIA PENOY LEGAL REPRESENTATIVES OF SOUL MIND HEART LDA. AND ASSOCIATE PHOTOGRAPHERS

This Agreement ("Agreement") is made and entered into as of the 28th of December 2024, by and between Soul Mind Heart LDA., located at Rua Arquitecto Marques da Silva 74, 1DT, 4150-483 Porto, Portugal ("Company"), and the Associate, referred to as "the Photographer".

Soul Mind Heart LDA, the Company, specializes in wedding and elopement photography and occasionally encounters instances where it is unavailable to fulfill client requests;

It is understood that the Photographer wishes to collaborate with Soul Mind Heart LDA to expand their portfolio as a destination wedding photographer and receive referrals for potential clients;

THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. Terms of Agreement

1.1 This Agreement shall commence on the 1st of January 2025 and remain in effect until December 31, 2025, unless terminated earlier by both parties.

1.2 This Agreement may be extended for an additional year starting January 1, 2026, upon mutual agreement of the parties.

2. Responsibilities of Soul Mind Hear LDA

2.1 Soul Mind Heart LDA, the Company, agrees to facilitate communication between the Photographer and potential clients when the Company is unavailable to accept a booking.

2.2 The Company will create a private webpage showcasing the Photographer’s work, pricing, and profile that will be shared with the prospective clients.

2.3 The Company will provide SEO expertise to enhance the visibility and appeal of the Photographer’s profile.

2.4 The Company will provide a WhatsApp group to share the inquiries with the associates.

2.5 The Photographer will sign a contract directly with the couple and collect payment from the couple. The Photographer agrees to charge a maximum of €2500 for a full-day wedding digital photography service, ensuring consistent pricing with other associate photographers. Of this amount, €2000 will be retained by the Photographer as payment for providing digital photography services, while €500 will be remitted to the Company as a fixed commission in exchange for securing the client. The commission remains fixed regardless of any additional services sold by the Photographer to the couple.

2.6 The Company can provide advice to the Associates regarding all photography manners, as well as clients’ communication and selling techniques

2.7 Other expenses such as Travel expenses, lodging, and others would be negotiated directly between the Photographer and the Couple and are independent of the original photography service cost as the amount of 2500€ which will remain fixed for the photography service provided.

3. Responsibilities of the Photographer

3.1 The Photographer agrees to work with potential clients referred by the Company in good faith and maintain the highest professional and ethical standards.

3.2 The Photographer shall sign and uphold this Agreement for the entire term, committing to exclusivity in relation to referrals provided by the Company.

3.3 The Photographer is responsible for fulfilling all obligations to the couple as agreed in their direct contracts (e.g., delivering the photography services, editing, and final deliverables).

3.4 The Photographer shall keep the Company informed of the status of any client referrals, including whether the couple has signed a separate agreement or declined to proceed.

3.5 The Photographer agrees to sell his/her service at a minimum of 2500 Euros for digital photography and can provide other extra services as pleased.

4. Exclusivity

4.1 The Company does not guarantee that the Photographer will secure bookings with all referred couples, as the final decision rests with the clients.

5. Payment Terms

5.1 The Company shall collect the €500 service fee directly from the Photographer and the remit of €2000 will be kept by the Photographer within 7 days of receipt of the payment from the couple.

5.2 The payment of such commission from the Photographer to the Company will occur at the moment of the signing of the contract and transfer of funds from the couple to the Photographer. The payment of such commission will be made in one installment.

6. Communication and Reporting

6.1 The Company shall oversee initial communications with potential clients to ensure a seamless referral process. This process will be done via WhatsApp and email.

6.2 The Photographer agrees to keep records of interactions with referred couples and provide updates to the Company promptly on the WhatsApp Group.

6.3 Both parties agree to maintain transparent and respectful communication throughout the term of this Agreement.

7. Ethical Considerations

7.1 The Photographer agrees to:

  • Represent the Company in a professional manner.

  • The Photographer should always mention “with the collaboration of Eric-Rene Penoy” while blogging images from the wedding or elopement on their social media, and wedding blogs.

7.2 The Company agrees to:

  • Provide referrals in good faith.

  • Maintain the integrity of the private webpage and ensure fair representation of all listed photographers.

8. Termination

8.1 Either party may terminate this Agreement with 30 days' written notice if the other party materially breaches its obligations under this Agreement.

8.2 Upon termination, the Company will remove the Photographer’s profile from its private webpage and WhatsApp group, and all obligations under this Agreement will cease except for obligations relating to bookings made prior to termination.

9. Indemnification

9.1 The Photographer agrees to indemnify and hold harmless the Company from any claims, damages, or liabilities arising from their performance of photography services for referred clients.

9.2 The Company agrees to indemnify and hold harmless the Photographer from any claims, damages, or liabilities arising from the Company’s actions related to the referral process.

10. Miscellaneous

10.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

10.2 This Agreement shall be governed by the laws of Portugal.

10.3 Any disputes arising under this Agreement shall be resolved through mediation, and if unresolved, through arbitration.

10.4 Amendments to this Agreement must be made in writing and signed by both parties.