Please find below the standard terms and conditions for each and every past, present and future photographic engagement between you; the client, and the licensor; Lauren Psyk. Should you have any questions or require any explanations with regards to the below terms, please feel free to contact me.
Please note that any additions or amendments to these must be specified and agreed to in writing by Lauren Psyk from the email address [email protected] Failure to receive an email confirmation of any amended terms signifies the rejection of any amendments and acceptance of the terms stated below.
THE RIGHT TO REPRODUCE OR USE ANY IMAGE IS SUBJECT TO EACH AND EVERY OF THE FOLLOWING TERMS AND CONDITIONS
(a) For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees 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” or “The Licensor” will mean the Author of the Photograph or Lauren Psyk. 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 its 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.
(a)The Author retains the entire copyright in the Photographs and Works at all times, throughout the World and (b) 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.
4. RIGHTS LICENSED
a)The licensed rights are transferred only upon: (a) Client's acceptance of all terms contained in this Agreement, (b) Licensor's receipt of full payment, and (c) the use of proper copyright notice and other Copyright Management Information requested or used by Licensor in connection with the Image(s). Licensor is willing to license the Image(s) to Client only upon the condition that Client accepts all of the terms of this Agreement. Unless otherwise specifically stated on the front of this Agreement, all licenses are non-exclusive, the duration of any license is two years from the date of Licensor's invoice and is for English language use in the United Kingdom only. Use outside of this jurisdiction requires written consent from the Licensor. Licensor reserves all rights in the Image(s) of every kind and nature, including, without limitation, copyright, electronic publishing and use rights, in any and all media, throughout the world, now existing and yet unknown, that are not specifically licensed or transferred by this Agreement. No license is valid unless signed by Licensor. This Agreement may not be assigned or transferred without the prior written consent of Licensor and provided that the assignee or transferee agrees in writing to be bound by all of the terms, conditions, and obligations of this Agreement. Any voluntary assignment or assignments by operation of law of any rights or obligations of Client shall be deemed a default under this Agreement allowing Licensor to exercise all remedies including, without limitation, terminating this Agreement, the right to all net worth or financial information of any assignee and the fullest extent of adequate assurances of future performance. Upon request by the Licensor, the Client shall provide Licensor with a full and complete disclosure of any and all uses of each Image and provide Licensor with two (2) copies, without charge, of each and every use of each Image.
(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. (c) Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.
6. CLIENT CONFIDENTIALITY
(a)The Photographer will keep confidential and will not disclose to any third parties or make use of 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.
(a)It is the Client who must satisfy himself/herself/It’s self 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, Lauren Psyk, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
8. DELETION OF DIGITAL IMAGE(S)
a)For all images supplied in digital format, Client agrees to have ‘downloaded’ images within 90 days after their delivery date unless a longer retention period is agreed to in writing. In the event Client loses, fails to timely locate, or renders a digital image unusable, Client agrees to pay Licensor all fees and expenses charged by Licensor to re-transmit or otherwise redeliver such image(s).
9. PAYMENT AND COLLECTION TERMS
a)Invoices from Licensor are payable upon receipt by Client. Such late fees shall commence to run one business day after the due date on the invoice. Such late fee(s) shall in no event exceed the lawful maximum permitted in the United Kingdom with respect to commercial transactions of this type. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their actual attorneys' fees, court costs and all other non-reimbursable litigation expenses such as expert witness fees and investigation expenses. The parties hereto consent to the jurisdiction of the courts of Brighton & Hove, county of East Sussex. The parties agree that any dispute arising out of this agreement shall be governed by the laws of the United Kingdom. Client agrees to pay a late payment fee equal to 2.5% per month on any unpaid amount or balance, plus a £100 late payment/admin fee for every 35 days the invoice is not settled.
a)Client shall pay and hold Licensor harmless on account of any Value Added, Use, or other taxes or governmental charges of any kind, however denominated, imposed by any government, including any subsequent assessments, in connection with this Agreement, the Image(s), the Service(s) or any income earned or payments received by Licensor hereunder. To the extent that Licensor may be required to withhold or pay such taxes Client shall promptly thereafter furnish Licensor with funds in the full amount of all the sums withheld or paid.
11. ELECTRONIC RIGHTS
a)Electronic usage is limited to positive promotion of Client, through the website of Client. Other forms are not licensed or granted hereunder unless specifically set forth on the front of this Agreement. Licensor specifically reserves all rights not specifically conveyed to Client hereunder. Such rights reserved include but are not limited to all rights of publication, distribution, display or Transmission in electronic and digital media of any kind, now existing and yet unknown. Usage rights for any kind of revision of a collective work including any later collective work in the same series are expressly reserved by the Licensor.
(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.
(a)Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
14. CANCELLATION & POSTPONEMENT
(a)A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion, charge a fee of cancellation or postponement.
15. CLIENT APPROVAL
a)Client is responsible for having its authorised representative present during all “shooting” and other appropriate phases of the Service(s) to approve Licensor’s interpretation of the Service(s). If no representative is present, Licensor’s interpretation shall be deemed as “accepted”. Client shall be bound by all approvals and job changes made by Client’s representatives.
a)Client shall pay 100% of Licensor's fees and charges for any reshooting or redoing of Services requested by Client. If the Image(s) become lost or unusable by reason of defects, damage, equipment malfunction, processing, or any other technical error, prior to delivery of the Image(s) to Client, Licensor will perform appropriate Service(s) again without additional fees, provided Client advances and pays all charges, and pays all fees and charges in connection with the initial Services.
17. RIGHT TO A CREDIT
a)The Licence to Use requires that the Photographer’s name ‘Lauren Psyk’ will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). 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.
18. 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. (c) Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.
19. PROPERTY DAMAGE/THEFT
a) While services carried out as discussed in corresponding emails and/or this agreement, should damage (accidental or otherwise) and/or theft (negligence or otherwise) occur to equipment owned by Licensor, Client is responsible for replacing the items and all costs involved. Replacement consists of expedited equipment hire while damaged equipment is fixed. If equipment cannot be guaranteed to be fixed within 21 days, Client must replace with old for new. Only Licensor decides and arranges vendors for equipment hire, fixing of equipment and equipment purchases. All hired and replaced equipment must be equal to or improved quality than the damaged equipment.
20. APPLICABLE LAW
a)This agreement shall be governed by the Laws of England & Wales.
a)These Terms and Conditions shall not be varied except by agreement in writing.