TERMS & CONDITIONS OF BUSINESS
For the purpose of this agreement "the Agency" and "the Advertiser" 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 Agency" and "the Advertiser" shall be interpreted as references to the Photographer's client. "Photographs" means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material.
The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
3. 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.
4. USAGE LICENCES
The period of use specified in the Licence to Use will commence from the date of first use, provided that Agency or Advertiser has made payment in full of all relevant invoice(s) relating to the Photographs. 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 which may have been given for prior use will automatically be revoked if full payment is not made by the due date specified in the relevant invoice(s), or if the Agency or Advertiser is put into receivership or liquidation. The Licence only applies to the Advertiser and product as stated on the front of the form and its benefit shall not be assigned to any third party, or used in relation to any additional products or services not specified in the terms 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 Photographs for other purposes e.g; use in relation to an additional product, or sub-licensing through a photo library. Permission to use the Photographs 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. All estimates for additional or extended Licences to Use, are valid for a period of three months from the date of the estimate only. Unless otherwise agreed in writing, all further Licenses in respect of the Photographs will be subject to these terms and conditions.
Upon publication of the Photographs, and on Photographer’s request, Agency or Advertiser shall supply to Photographer free of charge a high-resolution file, artworked PDF file, or hard copies of the materials in the context in which they were published.
The Agency and Advertiser will 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 (whether commercial, test, or speculative images shot for a pitch) in any manner at any time and in any part of the world, for the purposes of advertising or otherwise promoting his/her work, or the services of Agent. After the exclusivity period indicated in the Licence to Use, the Photographer shall be entitled to use the Photographs for any purposes.
6. CLIENT 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 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. Neither Photographer or Agent will be liable for any breach of confidentiality by any third party.
The Photographer agrees to indemnify the Agency and the Advertiser 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 used in the Photographs. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Agency 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.
Advance invoice on expenses and production costs is due prior to commencement of job, and is required to start pre-production, unless otherwise agreed in writing. Photographer reserves the right to postpone or cancel if we do not receive payment of the advance prior to the shoot. If we move forward with the production despite payment of the advance not having been made, we reserve the right to add late fees at our discretion to our final invoice for each day after the due date that the advance remains unpaid. Late fees are calculated at 0.75% of the NET advance amount, for each day beyond the due date that an advance remains unpaid.
Payment from the Agency or Advertiser will be expected for the commissioned work within 30 days of the issue of the relevant invoice. If the invoice is not paid, in full, within 30 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. Any third party fees negotiated by the Photographer are payable regardless of whether images are used by Agency or Advertiser.
9. ESTIMATES & EXPENSES
Estimates provided are based on the information provided by Agency or Advertiser in advance of preparing the estimate. Changes to the requirements of a shoot, before or during a shoot, may increase the Photographer’s rate and expenses. All expenses estimates provided in advance of a shoot are estimated figures only, and Agency or Advertiser should allow a contingency of 10%. Agency or Advertiser is responsible for checking cost estimates to ensure that it is sufficient to cover all requirements, including but not limited to post-production, high resolution files, the correct Licence to Use, and all technical specifications for the shoot. All costs are exclusive of UK VAT or Sales Tax, which if applicable shall be added to the invoice.
Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Agency or the Advertiser, or otherwise at their request, the Agency shall give approval to and be liable to pay such extra expenses or fees at the Photographer's normal rate, in addition to the expenses shown overleaf as having been agreed or estimated. Receipts for expenses can only be provided if requested prior to shoot confirmation.
Following completion of the shoot, Photographer will deliver Photographs to the Agency or Advertiser in the format agreed that will enable Agency or Advertiser to select the materials that shall be licensed. Unless a rejection fee has been agreed in advance, Agency or Advertiser is not entitled to reject the Photographs on the basis of style or composition.
11. OVERTIME & ANTISOCIAL HOURS
A standard shoot day is 9 hours, including 1 hour for lunch, between 9am and 6pm on any day that is not a Saturday or Sunday, or a bank holiday in England. We reserve the right to charge overtime beyond this for any hours worked outside of a standard day, for Photographer, crew, and facilities.
Between 6pm and 10pm, Photographer’s hourly overtime fees are 1/9th of 1.5 x Photographer’s agreed daily fee including usage. Between 10pm and 9am on any day, and any other time on a Saturday, Sunday or a bank holiday in England, Photographer’s hourly overtime fees are 1/9th or 2 x Photographer’s agreed daily fee including usage.
Additional fees for third parties required to work anti-social hours, shall be as set out in their standard terms or as otherwise negotiated.
12. CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion, charge a fee for cancellation or postponement.
If the Shoot is cancelled or postponed for any reason other than Photographer’s fault, Weather Delay, or Force Majeure, more than 1 week (or 5 business days) before the first travel, recce, pre-light, or shoot day, whichever is earlier, Client and Agency will be responsible for 100% of the Costs actually incurred or committed (including crew and talent fees), and Fees remain at the Photographer's discretion. If the Shoot is cancelled or postponed for any reason other than Photographer’s fault, Weather Delay, or Force Majeure 3-5 business days before the first travel, recce, pre-light, or shoot day, whichever is earlier, Client and Agency will be responsible for 25% of the Fees and 100% of the Costs actually incurred or committed (including crew and talent fees). If the Shoot is cancelled or postponed for any reason other than Photographer’s fault, Weather Delay, or Force Majeure within 72 hours before the first travel, recce, pre-light, or shoot day, whichever is earlier, Client and Agency will be responsible for 50% of the Fees and 100% of the Costs actually incurred or committed (including crew and talent fees). If the Shoot is cancelled or postponed for any reason other than Photographer’s fault, Weather Delay, or Force Majeure within 48 hours before the first travel, recce, pre-light, or shoot day, whichever is earlier, Client and Agency will be responsible for 100% of the Fees and 100% of the Costs actually incurred or committed (including crew and talent fees). Neither Photographer nor Agent shall be liable for any failure or delay in the performance of any such party’s obligations under these Terms, caused by circumstances beyond such party’s reasonable control.
13. RIGHT TO A CREDIT
In respect of all editorial uses, and otherwise as stated in the estimate, Agency or Advertiser shall procure that Photographer’s name is printed on or in reasonable proximity to all published reproductions of the Photographs.
14. ELECTRONIC STORAGE
Save for the purposes of reproduction 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.
15. TERMINATION & EXPIRY
Either party is entitled to terminate these terms immediately by providing written notice to the other if either party commits a material breach of the terms and fails to remedy that breach (if remediable) within 30 days after receipt of a written notice requesting it’s remedy. In addition, either party is entitled to terminate these terms immediately if either party is the subject of a bankruptcy order, becomes insolvent, or if any of the other party’s assets are the subject of any form of seizure, or if the other party goes in to liquidation either voluntary or compulsory, or a receiver or administrator is appointed over the other party’s assets. On termination, Agency or Advertiser shall pay all outstanding sums due and owing to Photographer, the due date of which shall be brought forward to the date of termination. Any termination or suspension of these terms shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
16. APPLICABLE LAW
This agreement shall be governed by the laws of England & Wales.
These Terms and Conditions constitute the entire agreement between the parties with respect to their subject matter, and shall not be varied except by agreement in writing.