Terms and Conditions
1. DEFINITION For the purpose of this Agreement: ‘the Client’ means the individual or company identified in the Licence to Use. ‘the Company’ means TCi shall where nescessary include all their respective assignees, sub- licensees and successors in title. ‘the Quotation or Estimate’ means the Company’s pro-forma document identifying charges and fees to be paid by the Client; ‘Photographer’ means the individual who created the Photographs and who is the owner of the copyright in the Photographs; ‘Photographs’ means all photographic material supplied by the Company, whether comprising digital files, prints or any other type of physical and electronic material. ‘Licence to Use’ means the Company’s pro-forma licence.
2. COPYRIGHT The copyright in the Photographs is retained by the Photographer at all times throughout the world. This can only be varied by the written agreement by the Photographer. Acceptance of an Official Purchase Order declaring assignment is not evidence of assignation of copyright by the Photographer. The Photographer will licence the Photographs to the Client in accordance with this agreement.
3. OWNERSHIP OF MATERIALS Ownership in the materials used in the production of the Photographs remains the property of the Company. When the Licence to Use has expired the Photographs must be returned to the Company in good condition within thirty days of the expiration of the Licence to Use.
4. LICENCE TO USE The Company licences the Client to use the Photographs for three years, Longer periods can be arranged at time of commissioning. This Licence to Use comes into effect from the date of receipt of cleared funds in payment of the relevant invoice(s). Any permission which may be given under the Licence for Use prior to full payment will automatically be revoked if full payment is not made by the due date or if the Client becomes insolvent, has a statutory demand served upon it, is put into receivership or liquidation, or (if an individual) is made bankrupt. The licence to the Photographs is only granted to the Client to use the Photographs for the purposes as stated in the Licence to Use and its benefit shall not be sub-licenced to any third party without the Company’s permission. For the avoidance of doubt the Photographs may only be used by the Client (being an agency) for the use of advertisers whose details are expressly identified in the Licence to Use. Accordingly even where any form of ‘all media’ licence is granted the Company’s written permission must be obtained before any use of the Photographs for other purposes (for example, use in relation to another product or service or sub-licensing through a Photo-Library). Permission to use the Photographs for purposes outside the terms of the Licence to Use will normally be granted upon payment of a further fee which must be agreed in writing before such further use. It is the responsibility of the Client to ensure that a suitable additional Licence to Use is completed and provided by the Company.
5. EXCLUSIVITY Except as identified in this clause the Client is authorised to publish the Photographs to the exclusion of all other persons including the Company. However the Company and the Photographer retains the right in all cases and without exception 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 their own work. After the exclusivity period indicated in the Licence to Use has expired the Company shall be entitled to use the Photographs for any purpose.
6. CLIENT CONFIDENTIALITY The Company will keep 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 photography save as may be necessary to enable the Company to carry out its obligations in relation to the commissioned photography. The Company will ensure that the Photographer enters into an obligation with it to comply.
7. INDEMNITY The Company agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of a failure by the Company to obtain any clearances for which it was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. The Company shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the photography commences. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Company against all expenses, damages, claims and legal costs arising out of a failure to obtain such clearances.
8. PAYMENT Payment by the Client will be made for the commissioned work within twenty eight (28) days of the issue of the relevant invoice(s) save in relation to any advance identified in the Commission Quotation or Estimate which is required in cleared funds prior the commencement of any work by the Company or the Photographer. In the event of a cancellation notice of the commission of less than 3 working days prior to the commencement of the works by the Photographer a fee of 50% of the Commission Quotation or Estimate shall be become payable immediately. Interest on late payments will be charged at the discretion of the Company at the rate of 2% per month or part thereof on all outstanding balances or (at its discretion) under the Commercial Debts Late Payment Regulations.
9. EXPENSES Where extra expenses of time are incurred by the Company 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 for such extra expenses or fees at the Company’s normal rate in addition to the expenses already agreed or estimated.
10. REJECTION Unless a rejection fee has been agreed in advance there is no right to reject on the basis of style or composition.
11. CANCELLATION AND POSTPONEMENT A booking is considered made as from the time of agreeing a shoot date(s) via email or post as written purchase order or verbal communication and confermation of the Commission Quotation or Estimate by the Client and accordingly the Company will at its discretion charge a fee for cancellation or postponement.
12. RIGHT TO A CREDIT The Photographer asserts his statutory right to be identified as the author of the Photographs 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. FEES AND CHARGES The Company will notify the Client of any increase in nominal fees thirty days before such increases are effected. A normal working day is eight hours including one hour for lunch or other breaks. Half day is four hours. Any additional hours worked beyond this will be charged as a run on, the rate charged is at the standard hourly rate.
14. ELECTRONIC STORAGE Save for the purposes of production for the Licensed Use(s) the Photographs may not be stored in any form of electronic media without written permission of the Company. Manipulation of the Photographs or use of only a portion of the Photographs may take place only with permission of the Company.
15. APPLICABLE LAW This Agreement shall be governed by the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
16. SUPPLY TO THIRD PARTIES The rights given in this agreement only apply to the Client or named advertiser. Licence to Use as stated in the Licence to Use.
17. ARCHIVING The Company does not undertake to archive or store electronic images for any period longer than one year from the date of origination unless specific arrangements have been agreed for which a charge may be made. Retreaval of images from archives are subject to a fee.
18. VARIATION These Terms and Conditions shall not be varied except by agreement in writing. These Terms and Conditions replace any previously issued by the Company.