Terms and Conditions

Definitions

For the purposes of this agreement, “The Photographer” is Justin Wood.

For the purpose of this agreement ‘the Client’ shall, where the context so admits, include their respective assignees, sub-licensees and successors in title. In cases were 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 Advertiser’ shall be interpreted as references to the Photographers client.

‘Photographs’ means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic image.

Copyright

The entire copyright, title, and intellectual property rights of any Images will remain that of The Photographer at all times throughout the world.

Ownership of Materials

Title to all Photographs remains the property of the Photographer. The License to Use images created are limited to each specific job and material may not be used by any other party or reason, or sold on in any scenario.

Use

The License 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 in writing. 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 Agency is put into receivership or liquidation. Where use is restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee, to be mutually agreed.

Note: An agreement must be reached with the Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the licence to use, further charges will be made. Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. 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.

Supply to Third Parties

The license to use images only applies to the Client/Advertiser and project as stated on the Invoice. The licence to use images only applies to the ‘Client’, as agreed at the time of commission. The Photographer must give permission or agreement before any benefit of the licence or any use of images can be assigned to any third party. The licence to use the images comes into effect from the date of payment of the relevant invoice. The Photographer must give permission if use of the images is required before full payment of the relevant invoice(s).

Client Confidentiality

The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his obligations in relation to the commission.

Indemnity

The Photographer agrees to indemnify the Agency and the Advertiser against 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, trade marks, designs or other intellectual property. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Agency 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.

Releases and Clearances

The Client shall be responsible for obtaining any and all required clearances, and will indemnify the Photographer against all expenses, damages, claims and legal actions and/or legal costs arising out of any failure to obtain such clearances. Furthermore the Client is responsible for obtaining all necessary permissions and releases for usages that require any property or model releases, unless agreed and delivered by the Photographer.

Exclusivity

The Agency and Advertiser 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 work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for any purposes.

Right to Credit

The photographer claims his ‘Right to a Credit’ in all cases. The Photographer’s name or website address will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). 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 thereof.

Storage of Images

The Photographer keeps and archives all photographs but makes no guarantee to do so for any period. It is the Client’s responsibility to ensure that delivered photos are retained safely. If a repeat delivery is required a fee may be charged. 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. The Photographer has no obligation to retain or archive any of the images after they have been delivered by appropriate means and the invoice settled.

Payment

Payment by the Client/Agency will be expected for the commissioned work within 30 days of the issue of the relevant invoice. Late payments will result in an additional 5% surcharge by the Photographer per 28 day period without full payment. Any use of images use is withdrawn until full payment has been received. A further charge of 5% over the Bank of England Bank rate will be added to the invoice on the first day following when settlement should have been made. LATE PAYMENT OF COMMERCIAL DEBTS (INTEREST) ACT 1998 will be enforced.

Expenses

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.

Rejection

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

Applicable Law

These Terms & Conditions shall be governed by the Laws of England and Wales

Variation

These Terms and Conditions shall not be varied except by agreement in writing. Justin Wood reserves the right to make changes to these Terms & Conditions without notice.

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