For the purpose of all documentation "the Commissioner" refers to the person or corporate body who has asked the Photographer to provide services, on whose behalf the Photographer is acting, and unless otherwise stated, will be responsible for ensuring payment. Documentation will explicitly name the Commissioner for each commission; it shall where the context so admits also include their respective assignees, sub-licensees and successors in title. "the Licencee(s)" is or are persons or corporate bodies who are permitted use of the photographs subject to terms in the licence. "Photographs" means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material.
2. THE DOCUMENTATION
A document or body of documentation will exist which for the avoidance of doubt, names the Commissioner, confirms the brief, any appointments and any agreements over the price or pricing structure subject to the conditions in Clause 8 on this page. It also confirms the liabilities of each party where they vary from those in these clauses and certifies that all parties agree to these terms and conditions.
Unless otherwise stated anywhere in the documentation, the entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
4. QUALITY CONTROL
The Photographer’s decision on all matters of quality is taken as final where the photographer reasonably believes the Photographs to be within the brief. The photographer retains the right to be the final judge of the quality of photographs, including reproductions under clause 12. Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style and composition. The photographer retains the right to refuse to release images which he/she feels do not meet his/her professional standards
5. DATA PROTECTION
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.
The Photographer agrees to indemnify the Commissioner and Licencee(s) 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, trademarks, designs or other intellectual property. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing. In all other cases the Commissioner 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 Photographer has provided the Photographs in good faith and bears no liability for damages caused to third parties as a result of the use of the Photographs by the Commissioner or Licencee(s) or for the use of the Photographs to support illegal activities.
All invoices are due by the stated date. Where the Photographer has been asked by the Commissioner to serve the invoice on a third party, the Commissioner remains responsible for ensuring payment and the Photographer reserves the right to invoice the Commissioner in the event of the third party failing to pay by the date due , including where this is due to death, cessation of business or being put into receivership or liquidation. Timescales for invoicing will be agreed between the Photographer and Commissioner, but the Photographer reserves the right to serve an invoice for work carried out at any time they deem appropriate or to serve an invoice for a deposit to be paid to confirm a booking prior to any work being carried out . The photographer reserves the right to cancel the shoot without penalty if such a deposit has not been paid. Payment of the balance will be expected for the commissioned work within 30 days of receipt of the photographs or the date on the invoice, whichever is later. 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.
8. ALTERATIONS TO THE BRIEF
Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Commissioner, or otherwise at their request, the Commissioner 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 on the commission agreement and invoice as having been agreed.
9. CANCELLATION & POSTPONEMENT
Any appointment which is described on a document signed by both the Photographer and Commissioner (as set out in clause 2) is considered a firm booking, to be kept open by the Photographer, and accordingly the photographer will, at his/her discretion, charge a fee for cancellation or postponement.
10. PHOTO-SHOOTS AFFECTED BY EXTERNAL CIRCUMSTANCES
Where a photo-shoot may be affected by circumstances which are outside the control of either Photographer or Commissioner, or any of the Commissioner's agents or representatives (such as weather conditions or the permission of third parties to access or photograph in locations they control), the Photographer may require the Commissioner to agree special arrangements for a photo-shoot being cancelled or photographs not being delivered due to such circumstances. This may include a cancellation fee payable to the photographer to cover the expense of preparing for a photo-shoot in the knowledge that it may not go ahead.
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 which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Commissioner is put into receivership or liquidation. The Licence only applies exactly as stated, for the photographs and to the Licencee(s) named on the Licence and its benefit shall not be assigned to any third party or sub-licenced without the Photographer's permission. Permission to use the Photographs for purposes outside the terms of the Licence or for a period after expiry of the original Licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Upon expiry of the licence, the photographs are no longer permitted to be used, however an exception to this will be made to allow the continued use of printed materials created prior to expiry, and continued use on webpages under the same domain as was used prior to expiry.
12. ELECTRONIC STORAGE AND MANIPULATION
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. Photographs may not be printed at less than 300dpi or be, in the opinion of the photographer, severely degraded in quality through digital compression.
13. OTHER TERMS LISTED ON THE LICENCE
Clauses 14 to 16 below only apply to the Licence where they are listed under the terms of the licence, and subject to the conditions listed alongside them on the licence.
14. EXCLUSIVITY & NON-COMPETITION
Subject to the conditions of any exclusivity term on the Licence, The Licencee(s) 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 in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting his/her work. Outside of these terms the Photographer shall be entitled to use the Photographs for any purposes. Additionally a non-competition term may have conditions extending beyond those of the exclusivity term and applies in the same manner as the exclusivity term apart from that it only excludes those uses which would be deleterious to the Commissioner's financial interests as a direct result of benefits provided to any third-party to whom the Photographs are licenced.
15. RIGHT TO A CREDIT
Subject to the conditions of any right-to-a-credit term on the Licence, the Photographer's name will be printed on or in reasonable proximity to all published reproductions of the Photograph(s) under that category. The Photographer also asserts his/her 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.
16. LICENCING FOR NON-PROFIT USES
Subject to the conditions of any non-profit term on the Licence, then photographs will be excluded from all uses which benefit any activity where profit is made for the material gain of the Licencee's proprietors, trustees, members or shareholders.
17. APPLICABLE LAW
This agreement shall be governed by the laws of England & Wales.
These Terms and Conditions shall not be varied except by agreement in writing.