Terms & Conditions.
1. Definitions and interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day, other than a Saturday or Sunday, when banks in London are open for business.
The Client: For the purpose of this agreement "the Client" and "the Commissioner" shall where the context so admits include their respective assignees, sub-licensees and successors in title. In cases where the Photographer's client is a direct client (i.e. with no agency or intermediary), all references in this agreement to both "the Client" and "the Commissioner" shall be interpreted as references to the Photographer's client.
Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions and the Proposal.
Materials: all photographic material furnished by the Photographer to the Client, whether transparencies, negatives, prints or any other type of physical or electronic material.
2. Copyright
2.1 The entire copyright in the Materials is retained by the Photographer at all times throughout the world.
3. Ownership of Materials
3.1 Title to all Materials remains the property of the Photographer.
3.2 When the Licence to use the Materials has expired, the Materials must be returned to the Photographer in good condition within 30 days, or deleted from use.
3.3 The Client may purchase a usage buyout, transferring ownership of ‘Materials’ from the ‘Photographer’ to the ‘Client’. These terms must be flagged in the briefing and quotation phase, with the ‘Photographer’ displaying the relevant charges on your quote.
4. Usage & Licencing
4.1 The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Materials before payment in full of the relevant invoice(s) without the Photographer's express permission or agreement.
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 Licence only applies to the advertiser and product as stated on the front of the form and it shall not be assigned to any third party without the Photographer's permission. Accordingly, even where any form of 'all media' Licence is granted, the photographer's permission must be obtained before any use of the Materials for other purposes eg use in relation to another product or sub-licensing through a photo library. Permission to use the Materials for purposes outside the terms of the Licence 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 Licences in respect of the Photographs will be subject to these terms and conditions.
5. Exclusivity
5.1 The Client will be authorised to publish the Materials to the exclusion of all other persons including the Photographer. However, the Photographer retains the right in all cases to use the Materials 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 Licence to Use the Photographer shall be entitled to use the Materials for any purposes.
5.2 By paying the booking deposit, you give the ‘Photographer’ to subscribe you to a seasonal portfolio newsletter. If you would like to not be subscribed to this, do let the ‘Photographer’ know and you will be opted out of the mailing list, or alternatively - select ‘unsubscribe’ at the footer of the e-shot.
6. Client Confidentiality
6.1 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 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.
7. Indemnity
7.1 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 upon 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.
8. Quotes, Booking & Payment
8.1 Quotations and estimations are based on the current scope of work within the brief, as supplied by the Client. Actual costs may change once project elements and deliverables are finalised, with the Photographer being required to notify the Client of any changes prior to the booking commencing. Quotes and estimations from the Photographer to the Client are valid for 30 calendar days from the date of the initial supply of a quotation.
8.2 For the Client to book their selected date(s) of commission with the Photographer - a non-refundable 50% booking deposit is to be paid to the 'Photographer', taken from the quoted total client billing. Once the commissioned date(s) are complete, the Agency and Advertiser are to pay the remaining 50% of the client billing within 30 calendar days of the issue of the relevant invoice(s).
8.3 If the invoice is not paid in full, within 30 calendar days The Photographer reserves the right to charge 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, in addition to compensation at the rate of £40 per invoice below £999 and £100 per invoice above £1,000.
9. Expenses
9.1 All expenses figures provided in advance of a shoot are estimates only and the Client should allow a minimum 20% contingency budget in all cases.
9.2 Receipts for expenses can only be provided if requested prior to shoot/project confirmation. Provision of receipts will incur an accountancy charge of 20% of total costs and fees incurred in respect of the Assignment.
10. Delivery
10.1 Following completion of the shoot or project the Artist will deliver the Material to the Client as soon as reasonably practicable and in the agreed format to enable the Commissioner to select the Licensed Images.
10.2 Turnaround and delivery times quoted by the Photographer, for delivery of the Materials to the Client are to be adhered to within standard business days, from Monday to Friday. Unless agreed in advance between the Photographer and Client, there is no variation to these terms.
11. Rejection
11.1 Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
12. Cancellation & Postponement
12.1 A booking is considered from payment of the non-refundable 50% booking deposit and accordingly, the Photographer will, at his/her discretion, charge a fee for cancellation or postponement. If a confirmed shoot is cancelled or postponed for reasons outside the control of Photographer (including unsuitable weather / light), the Photographer reserves the right to charge a cancellation fee at the following rates together with all incurred expenses.
12.2 Booking postponements and cancellations made up to 48 hours will incur a charge of 50% of the total client billing. Booking cancellation and postponement between 48 to 24 hours before a booking will incur a billing of 75% of the total client billing. Cancellations and postponements made 24 hours or under will incur a 100% total client billing.
12.3 Booking cancellations must only be made via email and the date of booking cancellation will be logged from the email sent time-stamp.
13. Applicable Law
13.1 This agreement shall be governed by the laws of England & Wales.
14. Variation
14.1 These Terms and Conditions shall not be varied except by agreement in writing. Acceptance of this quote is taken to be acceptance of the terms & conditions outlined by the photographer.