a) For the purpose of this agreement “the Photographer” 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 Photographer “ and “the Client” shall be interpreted as references to the Photographer’s Client.(b) For the purpose of this agreement “The Photographer” will mean the Author of the Photograph or Natalie Moore. 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 Photographer 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 a 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.
(a) The License to Use comes into effect from the date of issue of the relevant invoice(s).(b) No use may be made of the Photographs before the issue of the relevant document(s) without the Photographer’s express permission in writing.(c) Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Photographer is put into receivership or liquidation.(d) Where 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: A written 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. (e) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. (f) 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.
(a) Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Photographer 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. (b) The Photographer acknowledges that she may receive or have access to information which relates to the Client’s past, present or future products, vendor lists, creative works, marketing strategies, pending projects/proposals and other proprietary information. (c) The Photographer agrees to protect the confidentiality of the Client’s proprietary information and all physical forms thereof, whether disclosed to The Photographer before this Agreement is signed or afterward. (d) Unless strict confidentiality is requested by Client in advance of the establishment of this contract, The Photographer can display examples of materials and photographs created for Client on the Photographer’s website, social channels, personal websites or any future portfolios.
(a) It is the Client who must satisfy himself/herself/itself 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, trademarks, 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, Natalie Moore, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
(a) A Non-Refundable Contract Fee, based on 50% of the overall estimate, is payable by the Client and will be paid strictly within 7 days of the issue of the contract for the commissioned work. This is required from the Client to secure the services of the photographer. No work will be produced until this is paid. (b) The remaining payment by the Client will be strictly due within 30 days of the issue of the relevant invoice for the commissioned work. (c) Thereafter, further charges may be made for any additional statement, letter (whether as an email, fax, etc) issued for the recovery of the outstanding debt of not less than £15.50 plus VAT each and all other costs for the recovery of debts including bank charges.(d) A further charge of 5% over the NatWest Bank rate from time to time is added to the invoice on the first day following that when settlement should have been made. (e) The LATE PAYMENT OF COMMERCIAL DEBTS (INTEREST) ACT 1998 will be enforced. Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be responsible for all outstanding fees and costs in relation to the contract.
9: EXPENSES & RESHOOTS.
(a) Where extra expenses or reshoots are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise, The Photographer shall charge no less than 75% of the original cost for an agreed reshoot in addition to the original agreed fee. 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. (b) Where reshoots are required after the rejection of the Works on the basis of style or composition, The Photographer shall charge no less than 75% of the original cost in addition to the original agreed fee. (c) Where the Client requests the services of the Photographer within 2 week of the deadline, a fee of 25% of the original cost will be added to the contract.
(a) After the Client has signed the contract, rejection of the Works on the basis of style or composition, the Photographer will keep the Contract Fee as compensation for the preparation for the commissioned work. (b) If the Client rejects the Works on the basis of technical quality, the Photographer can keep the Contract Fee as compensation for the preparation for the commissioned work.
11: 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. (b) Both parties understand that Client or The Photographer may terminate the service at any time (with a 14-day notice), for any reason if the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any work done towards the completion of the project, based on the percentage of the project completed as shown by assets uploaded by The Photographer. (c) If the client cancels the contract, the Photographer will keep the Contract Fee as compensation for the preparation for the commissioned work.
12: RIGHT TO A CREDIT.
(a) The Licence to Use requires that the Photographer’s name ‘Natalie Moore’ 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.
13: SUPPLY TO THIRD PARTIES.
(a) The licence only applies to the Client and product stated on the Licence to Use.
14: 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) 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.
15: APPLICABLE LAW.
(a) This agreement shall be governed by the Laws of England & Wales.
16: CLIENT APPROVAL.
(a) Upon acceptance of the commissioned work, Client accepts responsibility for any further processes in which this work is used (e.g. film outpost, printing, etc.) outside the bounds of this contract. Client will receive the materials by the deadlines laid forth in monthly emails/editorial calendar from the Client.
17: RETOUCHING & EDITING
(a) Manipulation of the image(s) must only be completed by The Photographer or (b) when the use of only a portion of the image is needed, this may only take place with the written permission of the Photographer.
(a) These Terms and Conditions shall not be varied except by agreement in writing.