.
- DEFINITIONS
For the purpose of this agreement ‘the Client’ shall, where the context so admits, include their respective assignees, sub-licensees and successors in title. ‘Photographs’ means all photographic material furnished by the Photographer, whether prints or any other type of physical or electronic material.
.
- ESTIMATES
Estimates provided by the Photographer are based upon the information provided by the Client in advance of preparing the Estimate.
Changes to the requirements for an Assignment before or during a shoot may increase the Fee and expenses.
Estimates shall specify the number and characteristics of Licensed Images which the Client shall be entitled to use and the media and territories in and durations for which they may be used and these shall be the terms of the Usage Licence unless otherwise agreed in writing. The Client is responsible for checking the Estimate to ensure that it provides for all requirements including but not limited to post production, high resolution files, the correct usage licences and all technical specifications for the Licensed Images.
Unless otherwise agreed in writing the Client’s agreement of shoot date(s) shall be deemed to be acceptance of the Estimate.
.
- CONDUCT OF THE SHOOT
The shoot will be arranged on date(s) mutually agreed between the Parties.
During the shoot the Photographer will take account of the Client’s reasonable instructions in respect of the shoot brief.
If the Client is not present during the shoot then the Photographer’s interpretation of the brief shall be deemed acceptable to Client.
.
- COPYRIGHT
The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
.
- OWNERSHIP OF MATERIALS
Title to all Photographs remains the property of the Photographer. When the Licence to Use the material has expired the Photographs must be returned to the Photographer in good condition within 30 days and digital images must be deleted.
.
- USE
The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission. Any permission that 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. Where use is restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted but may incur a further fee, to be mutually agreed.
Note : Agreement must be reached with the Photographer before the Photographs may be used for other purposes.
The Client is responsible for informing the Advertiser of the extent and limitations of all Usage Licences.
Upon payment in full of both the Fee and expenses for an Assignment the Photographer grants to the Client the right to use the Licensed Images on the express terms of the Usage Licence. No use may be made before payment in full without the Photographer’s express agreement in writing.
Provided that the Client has paid in full all invoices relating to the Assignment the period of use specified in the Usage Licence commences from the date of first use or 6 months after the shoot date, whichever is sooner (unless otherwise agreed in writing).
Usage of the Licensed Images is limited to use of such images as provided by the Photographer and the Client shall not manipulate any Licensed Photograph or make use of only part of any individual image without the prior written permission of the Photographer.
The Client may only sub-license the right to use the Licensed Images to the disclosed Advertiser as agreed and strictly on the terms of the Usage Licence.
Neither the Client nor the Advertiser may use the Licensed Images in relation to any additional products or services not specified in the Usage Licence.
Any licence to use the Licensed Images shall automatically be revoked if payment in full of both the Fee and expenses for an Assignment is not received by the due date specified in the relevant invoices or if the Client or Advertiser becomes insolvent or is put into receivership.
.
- EXCLUSIVITY
The Client may be authorised to publish the Photographs to the exclusion of all other persons including the Photographer. However, the Photographer retains the right in all cases to use the Photographs in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting their work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for any purposes.
.
- CLIENT CONFIDENTIALITY
The photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out their obligations in relation to the commission.
It shall be the sole responsibility of the Client to arrange for any third party involved in the Assignment to enter into any confidentiality agreement.
The Photographer will not be liable for any breach of confidentiality by any third party.
.
- 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 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.
The Client shall indemnify the Photographer and keep him/her and their respective officers and employees indemnified on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including legal costs) or licence fees due by reason of any infringement claim, or alleged infringement, of any intellectual property rights relating to any failure by the Client to obtain third party clearances or arising out of use of the Material by the Client or the Advertiser outside of the Usage Licence or otherwise as a result of any breach by the Client or the Advertiser of these terms
.
- PAYMENT
Unless otherwise stated in writing, payment will be expected for the commissioned work on receipt of the relevant invoice.
All expenses and production costs must be paid in advance of the shoot unless otherwise agreed in writing and such invoices are due on presentation.
All other invoices must be paid within 30 days of the date of issue. The Photographer reserves the right to charge interest on late payments at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made.
.
- EXPENSES
Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at the Photographer’s normal rate to the Photographer in addition to the expenses shown as having been agreed or estimated.
.
- ACCEPTANCE & DELIVERY
Following completion of the shoot the Photographer will deliver the Material to the Client as soon as reasonably practicable and in the agreed format to enable the Client to select the Licensed Images.
Subject to any previously agreed deadlines for post-production work the Photographer will carry out any such work required as soon as reasonably practicable but cannot guarantee urgent turnaround.
Unless a rejection fee has been expressly agreed in writing between the Parties the Client shall not be entitled to reject the Material on the basis of style or composition.
.
- CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at their discretion, charge a fee for cancellation or postponement.
If a confirmed shoot is cancelled or postponed for reasons outside the control of the Photographer (including unsuitable weather / light), the Photographer reserves the right to charge a cancellation fee at the following rates together with all incurred expenses:
On Shoot Duration of two days or less:
cancellation on less than 3 Working Days’ notice, 100% of Fee + all expenses; or 6.1.2 on 3 to 6 Working Days’ notice, 75% of Fee + all expenses; or
on more than 6 Working Days’ notice, 50% of Fee + all expenses.
On Shoot Duration in excess of 2 days and on notice equivalent to:
the Shoot Duration or less,100% of Fee + all expenses; or
more than the Shoot Duration but not more than twice the Shoot Duration, 75% of Fee + all expenses; or
more than twice the Shoot Duration, 25% of Fee + all expenses.
.
- RIGHT TO A CREDIT
In respect of all editorial uses and otherwise as additionally stated in the Estimate the Client shall procure that the Photographer’s name is printed on or in reasonable proximity to all published reproductions of the Licensed Images unless the ‘Right to a Credit’ has been waived. The Photographer also asserts their 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.
.
- SUPPLY TO THIRD PARTIES
The licence only applies to the Client as set out in the Licence to Use Photographs.
.
- ELECTRONIC STORAGE
Save for the purposes of production for the licensed use(s), the photographs may not be stored in any form of electronic medium without the written permission of the photographer. Manipulation of the image or use of only a portion of the image may only take place with the permission of the photographer.
.
- FORCE MAJEURE
The Photographer shall not be liable for any failure or delay in the performance of any of such party’s obligations under these Terms caused by any circumstances beyond such party’s reasonable control.
- APPLICABLE LAW
This agreement shall be governed by the laws of England & Wales.
.
- VARIATION
These Terms and Conditions shall not be varied except by agreement in writing.
.
.