(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” will mean the Author of the Photograph 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 offered 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 in perpetuity unless explicitly assigned in writing and signed by the Photographer and the Client.
2. OWNERSHIP OF MATERIALS.
(a) Title to all Photographs remains the property of the Photographer unless said otherwise.
(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. 3.
(a) The License to Use comes into effect from the date of agreement of the relevant contract(s).
(b) No use may be made of the Photographs before agreement in full of the relevant contracts(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 agreement is not made by the due date or if the Website 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 agreement 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 license to use further charges will be made.
(e) Any reproduction rights granted are by way of license 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 license granted shall immediately cease.
(a) Unless agreed to in writing on the License to Use, 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.
(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.