1. DEFINITIONS
(a) For the purpose of this agreement “the Client” and “the Agency” shall, where the context so admits, include their respective assignees, representatives and successor 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 Client” shall be interpreted as references to the Photographer’s Client.
(b) For the purpose of this agreement “The Photographer” will mean the Author of the Photograph or R. Davies. And shall where the context so admits include their respective assignees, sub-licensees and successor in title.
(c) “Photographs” and “Works” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed.
(d) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones applicable.
(e) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer.
(f) Where time is of the essence the Photographer entirely at their own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order.
(g) Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so.
(h) When a Client’s policy is not to rely on email confirmations, hardcopy paperwork must be supplied, if none is provided, then the email traffic will constitute a contract in law.
2. COPYRIGHT
(a) The Photographer retains the entire copyright in the Photographs and Works at all times, throughout the World and where reproduction of Works has taken place and settlement has not been made, the Photographer will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988.
3. OWNERSHIP OF MATERIALS
(a) Title to all Photographs remains the property of the Photographer.
(b) When the License to Use has expired the Photographs must be returned to the Photographer in good condition within 30 days and any archived digital files destroyed.
(c) Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice. Photographic session cost invoiced is the cost to the client for our photographic services to shoot your project. It takes into account our experience, creativity and professionalism. This fee also includes the additional hidden hours, including digital time, and pre & post production time, meetings and set up and breakdown of the studio/set.
4. Use
(a) The License to Use comes into effect from the date of payment of the relevant invoice(s).
(b) No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission in writing.
(c) 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 Agency/Client is put into receivership or liquidation.
(d) Where restricted in the Agreement, permission to use the Photographs for other purposes or by third parties will normally be granted upon payment of a further fee as listed in our license agreement.. Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes.
(e) Where uses of an image are made which breach the licence to use, further charges will be made.
(f) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied.
(g) On the Client’s death or bankruptcy or (if the Client is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any licence granted shall immediately cease.
5. EXCLUSIVITY
(a) Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Agency and/or The Client.
(b) The Photographer retains the right in all cases to use or sell the Photographs unless otherwise stated in the License to Use.
(c) Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.
(a) The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to them 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.
6. CLIENT CONFIDENTIALITY
7. INDEMNITY
(a) It is the Client who must satisfy himself/herself/Itself that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained
(b) It is acknowledged that the Photographer gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or Works of art depicted in any picture.
(c) The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot.
(d) In all other cases the Client shall indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
(e) The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Photographer, R. Davies, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
8. PAYMENT
(a) Payment by the Client will be strictly within 30 days of the issue of the relevant invoice for the commissioned work. A fee of £50 will be incurred by the Client for late payment.
(b) Thereafter, further charges may be made for any statement, letter (whether as an email, fax, etc) or phone call issued for the recovery of the outstanding debt of not less than £15.00 each, as well as all other costs for the recovery of debts including bank charges or other fees incurred by the Photographer as a result of late payment by the Client.
(c) A further charge of 8% over the Lloyds TSB Bank rate is added to the invoice on the first day following that when settlement should have been made. Late Payment of Commercial Debts (Interest) Act 1998 will be enforced if necessary. Notification of all fees relating to late payment will be provided by the Photographer in writing (whether as an email or physical document) to the Client at least 14 days in advance of an invoice being raised. This invoice will carry the same payment terms as all other invoices for services provided.
(d) Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be responsible for all outstanding fees and costs in relation to the contract.
9. EXPENSES
(a)Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise, the Client shall give approval to and be liable to such extra expenses or fees, in addition to the fees and expenses shown on the Estimate as having been agreed or estimated. These fees include changes made to the existing aesthetic of the studio/set space, where the changes are not something which the Photographer would ordinarily carry out.
10. REJECTION
(a) Unless a rejection fee has been agreed in advance, there is no right to reject works on the basis of style or composition.
11. CANCELLATION & POSTPONEMENT
(a) A booking is considered firm as from the date of confirmation and accordingly the Photographer will charge the session fee as the cancellation or postponement fee if less than 48 hours notice is given. If more than 48 hours is given, but less than 96 hours the Photographer will charge 50% of the original fee, at their discretion.
12. RIGHT TO A CREDIT
(a) The Licence to Use requires that the Photographer’s name ‘R. Davies’ or ‘Pixelife’ will be printed on or in reasonable proximity to all published reproductions of the Photograph(s) unless stated otherwise in the License to Use.
(b) The Photographer also asserts his/her statutory and moral 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.
13. SUPPLY TO THIRD PARTIES
(a) The licence only applies to the Client and, if named, products stated on the Licence to Use or signed agreement unless specifically agreed otherwise. Any use by any party not agreed to will be considered a breach of the UK Copyright, Designs & Patents Act 1988 and legal proceedings may be brought against such parties.
(b)The Client agrees to not attempt to hinder such proceedings by way of withholding information, or any act which therein hinders the Photographer from exercising their legal rights under UK law.
14. ELECTRONIC STORAGE
(a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer.
(b) Manipulation of the image or use of only a portion of the image may only take place with the written permission of the Photographer unless otherwise stated i the License to Use.
(c) Should the Client require the Photographer to store digital data in an archive for their future use, or in case of loss or damage, the Photographer will require a monthly fee for said storage. This fee is to cover purchase of electronic storage devices, time to create, access and maintain a single archive. No guarantee is given for the storage of files or the integrity of said files upon retrieval. The Photographer will not be held liable for failure of electronic storage devices or any loss of files or data beyond their reasonable control.
15. APPLICABLE LAW
This agreement shall be governed by the Laws of England & Wales.
These Terms and Conditions shall not be varied except by notice in writing no less than 14 days in advance of said changes taking effect. Continuation of service is assumed to be agreement to amended Terms and Conditions.