Thank you for taking an interest in Greg Harding Photography. Please read these Terms and Conditions carefully. Should you decide to use our services we may ask you to sign a printed copy before payment of the balance relating to our services. We will be happy to answer any questions or concerns you may have in relation to these T&Cs at any time.
THIS AGREEMENT is made this [ ] day of [ ] 201___
(1) GREG HARDING PHOTOGRAPHY of 18 Woodlands Road, Sale, Cheshire, M33 2DW (to be known as the Photographer in this Agreement);
(2) [ ] of [ ] (to be known as the Client in this Agreement).
IT IS AGREED AS FOLLOWS:
The words below are agreed to mean as follows:
1.1 ‘‘The Commissioned Work’’ shall be the following series of photographs and/or video production, based on the Brief to be created, produced, developed, printed and delivered by the Photographer to the Client.
1.2 ‘‘The Brief’ means the subject-matter of the series of photographs and/or video to be produced by the Photographer, including specified locations, persons, themes, colours, items and words which are described as follows: [ ].
1.3 ‘‘The Delivery Package’’ shall mean the following material of the Commissioned Work:
1.3.1 computerised discs and/or digital or electronic transfer containing the images in digitised electronic format as follows:
1.4 ‘‘The Delivery Date’’ shall be the following date by which the Delivery Package is to be delivered by the Photographer to the Client: [ ].
1.5 ‘‘The Photographer’s Fee’’ shall be the sum of [figure/currency].
1.6 ‘‘The Authorised Expenses’’ shall be the agreed costs of producing and supplying the Commissioned Work, which shall include:
1.6.1 digitised memory cards in the following format: [ ];
1.6.2 the travelling and accommodation costs incurred in making the Commissioned Work up to a limit of [ ]; and
1.6.3 the costs of insurance and delivery of the Delivery Package.
1.6.4 Any other specified costs as follows.
1.7 “The Term” shall be the period of years from the Delivery Date set out in clause 2.1
1.8 ‘‘The Territory’’ shall be all countries, bases and locations throughout the United Kingdom/Europe/World.
2.1 In consideration of the Photographer’s Fee and the Authorised Expenses, the Photographer grants to the Client a non-exclusive/exclusive licence to use the Commissioned Work and any parts in all media, whether in existence now or created in the future, including but not limited to television, film, video, DVDs, merchandising, publishing, electronic and digital formats and Internet rights subject to the restrictions at clause 2.2, throughout the Territory for the period of three/five/ten years/unlimited in time from the Delivery Date.
2.2 The Licence to use the Commissioned Work is restricted to use by the Client in relation to its own internal and external advertising and promotional campaigns and material. The Commissioned Work cannot be sold, rented or otherwise provided to another party, including but not limited to stock photographic agencies, without the written consent of the Photographer.
2.3 Upon expiration of the Term, the Client shall have the option of renewing the Licence for a further period of [ ] years upon giving not less than 90 days prior written notice to the Photographer. Upon renewal of the Licence a further fee of 50% of the original Photographer’s Fee shall be payable by the Client to the Photographer.
2.4 The Photographer reserves the right to use the Commissioned Work for his own promotional purposes during the Term.
- INTELLECTUAL PROPERTY RIGHTS
3.1 The Photographer is the proprietor of the copyright and any other intellectual property rights in the Commissioned Work.
3.2 The Client shall not do and shall refrain from doing any act which may prejudice the subsistence of any relevant intellectual property rights or their ownership by the Photographer.
- MORAL RIGHTS
The Client acknowledges that the Photographer asserts his moral rights generally in respect of the Commissioned Work and in particular to be reasonably, clearly and prominently identified as follows: Greg Harding Photography.
- OBLIGATIONS OF THE PHOTOGRAPHER
5.1 The Photographer undertakes that he shall produce the Commissioned Work in accordance with the Brief and deliver the Delivery Package by the Delivery Date.
5.2 The Photographer confirms that he is the sole owner of or controls all copyright and any other rights in the Commissioned Work that are licensed under this Agreement.
5.3 The Photographer confirms that he has and will retain good title and authority to enter into this Agreement and is not bound by any previous agreement that adversely affects this Agreement.
5.4 The Photographer confirms that the Commissioned Work shall be the original work of the Photographer and will not infringe the copyright or any rights of any third party in respect of the rights licensed under this Agreement.
5.5 In respect of the Commissioned Work, the Photographer undertakes that all copyright and any other rights, including all legal consents if required, shall be cleared and paid for in respect of the rights licensed under this Agreement for use by the Client.
5.6 The Photographer undertakes that the Commissioned Work will not contain any obscene, offensive or defamatory material and will not expose the Client to any civil or criminal proceedings, and specifically that the Commissioned Work will not be an invasion of any person’s right to privacy.
5.7 The Photographer confirms that the Commissioned Work shall not contain anything of an advertising or promotional nature, unless specifically requested by the Client.
5.8 The Photographer agrees that he shall be responsible for all his own national insurance, personal insurance for himself and his equipment, personal tax and value added tax, which may become due as a consequence of this Agreement.
5.9 The Photographer confirms that he is a British subject or national of a member state of the EU.
5.10 The Photographer agrees to keep full and accurate records of the Authorised Expenses incurred for the purpose of fulfilling his obligations under this Agreement and shall provide satisfactory receipts or other records to the Client upon request.
5.11 The Photographer acknowledges that the Client has a right to privacy in respect of the Commissioned Work.
5.12 The Photographer acknowledges that the Client shall be entitled to commercially exploit the Commissioned Work in all media whether electronic or otherwise during the term of the licence and that the Photographer shall not be entitled to any further payment.
- OBLIGATIONS OF THE CLIENT
6.1 In consideration of the rights assigned under this Agreement, the Client shall pay to the Photographer the Photographer’s Fee as follows:
6.1.1 25% upon signature of this Agreement;
6.1.2 the balance (75%), subject to acceptance of the Delivery Package, payable within 30 days of receipt of the Photographer’s invoice for the same.
6.2 In addition to the Photographer’s Fee, the Client agrees to reimburse the Photographer in respect of the Authorised Expenses within [ ] of the presentation of an invoice or other record of expenditure.
6.3 The Client confirms that the Brief which it has supplied to the Photographer has been prepared by or on behalf of the Client and that the Brief is sufficient for its purposes.
6.3 The Client agrees either to accept or provide written reasons for the rejection of the Delivery Package within [ ] of delivery and the Client confirms that it will not reject any material except on reasonable grounds and in good faith.
6.4 The Client confirms that it has and will retain good title and authority to enter into this Agreement and is not bound by any previous agreement that adversely affects this Agreement.
6.5 The Client confirms that it shall be solely responsible for all sums due in respect of the distribution, marketing and exploitation of the Commissioned Work in any media throughout the Territory.
6.6 The Client undertakes not to use, reproduce or misrepresent the Commissioned Work in any way that is likely to bring the Photographer into disrepute.
7.1 In addition to any other rights and remedies at law, this Agreement may be terminated by giving written notice to the other party who has breached this Agreement or defaulted on the grounds that the Client has failed to account or make payments as required under this Agreement or where the Photographer or the Client has committed a serious breach of its obligations under this Agreement and has not rectified the position within 30 days.
7.2 The Photographer may terminate this Agreement by written notice if the Client becomes insolvent, has a receiver appointed over the whole or any part of its assets, enters into a payment schedule agreement of any nature with its creditors or has an order made or resolution passed for it to be wound up (otherwise that in furtherance of a scheme of amalgamation or reconstruction).
7.3 The Client hereby agrees that upon termination of this Agreement the Client will delete the Delivery Package from any physical or electronic over which it has control and remove the images contained in the Delivery Package from all media whether physical, electronic or digital.
7.4 Upon termination of this Agreement, the Client acknowledges that the Photographer has the right to deal with the Delivery Package as he deems fit including but not limited to the sale of the images contained in the Delivery Package to stock photographic agencies, subject always to any consent required from any individuals included upon the images within the Commissioned Work.
8. SCOPE OF CONTRACT
8.1 Under no circumstances shall the Photographer have any liability of whatever kind for:
8.1.1 The suitability of the Brief for any particular purpose, whether or not the purpose or conditions were known or communicated to the Photographer.
8.1.2 Any amendment to the Brief, unless previously agreed in writing by the Photographer.
8.2 For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or other right to enforce any term of this Agreement.
- EXTENT OF LIABILITY
9.1 The Photographer shall have no liability to the Client for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of this Agreement or any negligence, breach of statutory or other duty on the part of the Photographer or in any way out of or in connection with the performance or purported performance of or failure to perform its obligations under this Agreement, except:
9.1.1 For death or personal injury resulting from the Photographer’s negligence;
9.1.2 For fraudulent misrepresentation; and
9.1.3 As expressly stated in this Agreement.
9.2 The provision of any additional replacement to the Commissioned Work such as a re-shoot, shall be at the Photographer’s discretion.
9.3 In no circumstances shall the liability of the Photographer to the Client under this clause 8 exceed the amount of the Photographer’s Fee.
TIME OF THE ESSENCE
10.1 Both parties agree that all times and dates referred to in this Agreement shall be of the essence. In the event that the Photographer fails to deliver the Delivery Package by the Delivery Date, then the Client shall have the right to terminate this Agreement by notice in writing and shall be entitled to be repaid all sums previously paid to the Photographer in respect of the Photographer’s Fee.
10.2 The Photographer and the Client mutually undertake to indemnify the other against all liabilities, claims, demands, actions, costs, damages or loss arising out of any breach by either party of any of the terms of this Agreement.
10.3 In the event of any claim, dispute, action, writ or summons in connection with Clause 9.2, the Photographer and the Client agree to provide full details to the other party at the earliest opportunity and shall not settle any such matter without first consulting the other party.
10.4 The Photographer and the Client shall not disclose to any third party any confidential business or future plans of the other party at any time acquired during the existence of this Agreement. No reference is to be made to the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior written consent of the other party.
109.5 This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.
10.6 This Agreement shall not be deemed to create any partnership, agency or employment relationship between the parties.
10.7 All notices shall be in writing and by the following method: Email. Correctly addressed notices sent by email shall be deemed to have been received instantaneously upon transmission..
VALUE ADDED TAX
10.8 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party.
10.9 The Client shall not assign, transfer, charge or make over this Agreement, or any of its rights or obligations, without the prior written consent of the Photographer.
The Photographer shall be entitled to assign, transfer, charge or make over this Agreement, or any of his rights or obligations.
THIRD PARTY RIGHTS
10.10 This Agreement shall not confer any rights or obligations upon any party not a signatory to this Agreement.
10.11 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Photographer or the Client, including such events as war, industrial action, floods or Acts of God then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the defaulting party for a continuous period of three months then either party may, at its discretion, terminate this Agreement by notice in writing at the end of that period.
10.12 Both parties agree that any disputes relating to this Agreement shall as far as possible be first resolved by mediation and legal proceedings shall be instituted only as a final resort after both parties have used their best endeavours to resolve their differences amicably.
10.13 This Agreement shall be governed exclusively by the laws of England and Wales.
SIGNED BY THE PHOTOGRAPHER: [ ]
SIGNED BY OR ON BEHALF OF THE CLIENT: [ ]