01. AGREEMENT DEFINITIONS The term image includes multiple or singular works of photography, transparency, negative, design, artwork, painting, engraving, digital image file or any other item which may be offered for the purpose of reproduction; the term reproduction includes any form of publication or copying of the whole or part of any picture whether altered or not and whether by printing, photography, slide projection to a public/paying audience, xerography, electronic or mechanical reproduction or storage. Or for any use as artist’s reference or illustration, layout or presentation. The term The Photographer refers to Eugene Struthers. The term The Client refers to the Company or private commissioner of Eugene Struthers. The term license refers to the agreement of image use between The Client and The Photographer.
02. THE COPYRIGHT in the image is owned by and retained by The Photographer at all times throughout the world. The Client agrees that The Photographer is the sole author of the image.
03. NO VARIATION of the terms and conditions set out here will be effective unless agreed in writing by both parties. In the event of any conflict between these terms and conditions (including those relating to the time of payment) and those issued or submitted by The Client and in the absence of any contrary agreement in writing these Terms and Conditions shall prevail.
04. THE IMAGE is on loan and no property or copyright in any picture passes to The Client either on submission of the pictures or on the grant by The Photographer or reproduction rights for any picture. The license of the image will be agreed on before the shoot takes place and will be for a specified period of time. Any further use of the image, which is not covered in the license, will be subject to a second licence and a further fee shall be negotiated to cover the new usage. The image cannot be used for this new usage until The Photographer has received full payment for the second license. When any Licence has expired the image must ceased to be used as specified until the license has been renewed.
05. EACH INVOICE or CD lists the image delivered to the Client using the image number as a unique reference. Each image is presumed to have been received in a good condition unless The Client notifies The Photographer in writing of any discrepancy or error within 14 days of receipt. Payment by The Client will be expected for the commissioned work within 30 days of the issue of the relevant invoice unless otherwise agreed. If the invoice is not paid, in full, within 30 days of the dated Invoice, 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.
06. IF THE CLIENT is not present during the actual photography sessions then The Photographer interpretation of the assignment will be accepted. Under all situations, unless a rejection fee is agreed in advance then there is no right of rejection on the basis of style or composition.
07. CLIENT The Photographer will keep all details of The Client confidential and will not disclose to any third parties or make use of material or information communicated to him in confidence for the purposes of image, save as may be reasonably necessary to enable The Photographer to carry out her obligations in relation to the commission.
08. INDEMNITY The Photographer shall not be liable for any legal action, claim or damages resulting from or arising out of the publication of the photographs or other use by The Client. The Client shall indemnify The Photographer against any claims and/or damages against him as a result of The Clients use of the image. The Client will fully indemnify The Photographer against any unauthorised reproduction of the image submitted to The Client made by any third party as a result of or arising out of any breach by The Client of any of these terms and conditions (including but not by way of limitation The Client allowing the image or a copy thereof to come into the possession of a third party without The Photographer’s prior written consent).
09. CANCELLATIONS AND POSTPONEMENTS Once The Photographer has been commissioned, The Client is responsible for payment of all expenses incurred up to the time of cancellation and The Photographer will be entitled to charge a fee for cancellation or postponement at his discretion unless an agreement between the two parties are already in place. If cancellation or postponement occurs during or less than two hours before the booked start time of the assignment, then the full fee will be due.
10. RIGHT TO A CREDIT The Photographer’s name will be printed in reasonable proximity to all published reproductions of any image unless agreed otherwise prior to the work commencing. The Photographer also asserts his 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.
11. ARCHIVING The Client will not have the right to archive copies of the image unless specifically requested in writing to The Photographer prior to the work commencing.
12. LIABILITY Although The Photographer will protect himself and his personal equipment with the utmost care, he shall not be liable to The Client for any failure, in whole or in part, to fulfill his obligations where failure arises as a result of an event or circumstances beyond her control, which may include (but are not limited to) power or equipment failure, theft, inclement weather, illness, injury or act of God. If any of these situations occur and cannot be rectified on the day, The Photographer will do his best to recreate the shoot at another date to fulfill the brief. A re-shoot fee may be negotiated.
13. REPRODUCTION Permission to reproduce the image is granted to The Client by The Photographer only when a fee for the reproduction has been agreed with The Photographer and an invoice has been issued by The Photographer and paid in full by The Client to The Photographer. In the event of unauthorised reproduction, The Client shall pay by way of liquidated damages to The Photographer an unauthorised use fee of £500 or double the standard reproduction fee for the use concerned, whichever is the greater. The right to reproduce the image granted by The Photographer is personal to The Client and may not be assigned to any third party without The Photographer’s prior written consent.
14. IMAGE ALTERATION The Client may not alter or add to or manipulate the image by means of computer or any other technique or reproduce the image in whole or in part as an element within, or as a montage with, another picture without The Photographer’s written permission.
15. IMAGE RESPONSIBILITY While The Photographer has taken reasonable care to correctly identify, caption and orientate the image, he does not accept any liability for loss or damage incurred by The Client or any third party caused by any errors.
16. PROPERTY/MODEL RELEASE Unless specified in writing, The Photographer makes no claim or warranty as to the existence or validity of connected therewith model or other releases in respect of the image or as regards the reproduction by The Client of any names or trade marks depicted in the image. It is The Client who must satisfy itself that all necessary rights, releases or consents required for reproduction have been obtained.
17. THE CLIENT will fully indemnify The Photographer against any unauthorised reproduction of the image submitted to The Client made by any third party as a result of or arising out of any breach by The Client of any of these terms and conditions (including but not by way of limitation The Client allowing the image or a copy thereof to come into the possession of a third party without The Photographer’s prior written consent).