1. APPLICATION OF TERMS
These terms and conditions will apply to all Assignments undertaken by the Photographer for the Client and to all Usage Licences or extended and/or additional Usage Licences relating to such Assignments; and prevail over any inconsistent terms or conditions contained, or referred to, in Client’s purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by Client, or implied by law, trade custom, practice or course of dealing.
„Assignment” means a commission by the Client of the Photographer for provision of Photographer’s services at a shoot for the purpose of creating the Material. „Photographer“ refers to Juli Richter photography. „Photographs“‘ means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images. „Client” is the party commissioning the Photographer and includes the Client’s affiliates, assignees, and successors in title. „Estimate” means any email or other document electronic or otherwise created by the Photographer and setting out the Fee and expenses for any Assignment along with information as to Usage Licences. „Fee” means the Photographer’s fees as set out in the Estimate. „Licensed Images” means the photos selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms. „Usage Licence” means the licence to use the Licensed Images as stated in the Image Usage Licence Agreement.
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. Where such changes occur before the shoot the Photographer will notify the Client in writing of any such increase. Where such changes occur during a shoot the Photographer will endeavour to notify the Client but cannot be held responsible for doing so. Where such increases occur they will be deemed to have been accepted by the Client unless the Client expressly does not agree to them. Estimates shall specify the number and characteristics of Licensed Images which the Client shall be entitled to use.
The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
5. 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.
The Image Usage Licence Agreement 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 or if the Client is put into receivership or liquidation. The Usage Licence only applies to the Client and product as stated on the Agreement and its benefit shall not be assigned to any third party without the Photographer‘s permission. The Client is responsible for informing any other end users of the Material of the extent and limitations of all Usage Licences. Permission to use the Photographs for purposes outside the terms of the Usage Licence Agreement 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.
When exclusive rights have been agreed before a commission or image licence sale. The Client 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 her work. After the exclusivity period indicated in the Usage Licence Agreement the Photographer shall be entitled to use the Photographs for any purposes.
8. RIGHT TO A CREDIT
The Photographer asserts 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. The Photographer‘s name has to be written in reasonable proximity to all published reproductions of the photograph(s), wether in print or online.
9. MANIPULATION AND MODIFICATION
Manipulation of the image may only take place with the permission of the Photographer. Use of only a portion (crop) of the image is acceptable as long as the original meaning of the image(s) is not altered or used in a derogatory fashion.
10. 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 her obligations in relation to the commission.
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 and confirmed in writing 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.
Payment by the Client will be expected for the commissioned work within 14 days of the issue of the invoice. The Photographer understands and will exercise the statutory right to interest under the Late Payment of Commercial Debts (interest) Act 1998, if payment is not received within the 14 days.
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 on the Estimate.
14. CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation. If a confirmed shoot is cancelled or postponed by the Client the Photographer reserves the right to charge a fee for cancellation or postponement. The Photographer will charge up to 50% of the original shoot fee and any expenses incurred. Cancellation within 24 hours of the shoot is charged at the full shoot fee plus expenses.
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
16. BAD OR ADVERSE WEATHER
The Photographer retains complete discretion concerning whether a shoot will proceed by reason of adverse weather or light conditions. The Photographer will notify the Client as soon as it becomes apparent that adverse weather or light conditions may or will require postponement of the shoot in order that alternative arrangements can be made. In the event of cancellation or postponement by the Photographer due to adverse weather, clause 17 applies.
17. EXTENT OF LIABILITY
The Photographer shall not be liable to the Client for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Photographer, Photographer’s employees, agents or sub-contractors or otherwise) which arise out of or in connection with the shoot. The Photographer’s maximum aggregate liability for all losses, damages, costs, claims and expenses however or whenever arising out of or in connection with these Terms shall in any event be limited to the total amount of the fees paid to the Photographer in relation to the relevant Assignment.
The Photographer shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer them services that may be of interest to or benefit the Client.
19. 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.