Terms and Conditions 2016


TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “Client” means the Commissioning party , whether a direct client of the Photographer or an agency or an advertiser or otherwise, and the expression “the Client” shall where the context so admits include its respective assignees, sub-licensees and successors in title.

1.2 “the Commission” means the commission to take the Photographs undertaken by the Photographer on behalf of the Client in consideration of the fee, details of which Commission are set out below

1.3 “Payment” means the fee for the carrying out of the Commission by the Photographer and for the grant of the Licence ( authorize by law) to Use, as agreed.

1.4 “the Licence to Use” means the Licence to use the Photographs granted by the Photographer to the Client following payment of the Fee for the purposes and the agreed period.

1.5 “the Photographer” means Johanna Sheldrake.

1.6 “the Photographs” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or digital files.

2 COMMISSION

The Client engages the Photographer to carry out the Commission for the Fee and in consideration of the payment of the Fee, the Photographer agrees to grant to the Client a License to use the Photographs, on the terms and conditions agreed between Photographer and ( client ).

3 COPYRIGHT

The author of the work is the first owner of any copyright in it and therefore the Photographer has the first ownership of copyright in her work whether commissioned or not. The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.

4 OWNERSHIP OF MATERIALS

4.1 Title to the Photographs remain the property of the Photographer

4.2 If the Client orders prints of the Photographs, the Photographer will supply them at the then current rate for a delivery to be agreed. The Photographer will however at all times retain possession of and title to all negatives and files. The Client must not, without the photographers written consent, copy, digitize or reproduce the prints in any way nor suffer or permit any third party to do so.

5 LICENCE TO USE

5.1 The ‘Licence 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. 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 client is put into receivership or liquidation. The Licence only applies to the client and product and its benefit shall not be assigned to any third party without the Photographer’s written permission. Permission to use the Photographs for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licenses in respect of the Photographs will be subject to these terms and conditions.

6. EXCLUSIVITY

6.1 The Agency, Publisher 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/her work. After the exclusivity period indicated in the ‘Licence to Use’, the Photographer shall be entitled to use the Photographs for her purposes.

6.2 The Photographer may grant a client, after any exclusivity period has expired from a relevant publication, a licence to use any relevant photographic material for their own ( client) editorial purposes only.

6.3 The Photographer retains the right to use her photographs after any exclusivity period has expired.

7 DELIVERY

7.1 The Photographer shall deliver the Photographs (excluding the raw file and/or negatives) by the delivery date agreed 7. 2 The Photographer shall not in any circumstances be liable to the Client for any loss, whether direct or indirect, or for loss of profit, occasioned by late delivery or on any other grounds whatsoever.

8 CONFIDENTIALITY

Each party will keep confidential and will not disclose to any third parties or make use of material or information communicated to it in confidence for the purposes of the Commission, save as may be reasonably necessary to enable the Photographer to carry out her obligations in relation to the Commission.

9 INDEMNITY

The Photographer agrees to indemnify the Agency and the Advertiser against all 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.

10 PUBLIC LIABILITY

The Photographer ( Jo Sheldrake) is responsible for insuring herself against Public Liability which covers all aspects of her Photographic work

11 PAYMENT

Payment by the Client will be expected for the commissioned work, within the agreed payment period from the relevant invoice. Publishers, Agencies and Advertisers between 14 to 30 days from the relevant invoice. Private clients on the day of delivery. If the invoice is not paid, in full, within the agreed set period, the Photographer reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.

12 EXPENSES

Where extra expenses of time are incurred by the Photographer as a result of alterations to the original brief for the Commission by the Client, or otherwise at its request, the client shall be liable to pay such extra expenses or fees at the Photographers standard rate in addition to the expenses as having been agreed or estimated.

13 REJECTION

There is no right to reject the Photographs on the basis of style or composition nor to reject the Photographs on the basis of any alleged discrepancy between the colours of the photographic image and the actual colours of the subject matter of the Photographs if any such discrepancy arises by virtue of technical deficiencies in the film or digital processes. All digital files supplied are for visual guidance only. It is the Clients responsibility to prepare and if necessary modify any digitally supplied Photographs to an acceptably suitable standard of colour accuracy and image quality, to which they will subsequently faithfully and accurately record when printed or used in any form of electronic presentation. The Photographer shall not in any circumstances be liable to the Client for any loss, whether direct or indirect, or for loss of profit, occasioned by the failure of any digital Photographs supplied to reproduce acceptably.

14 CANCELLATION AND POSTPONEMENT

If the Client wishes to either cancel or postpone the Commission, it must give two working days prior written notice of this to the Photographer. If the Photographer has already carried out the Commission, she shall be entitled to charge the Fee in full. If the Photographer has not yet carried out the Commission, then (in the event of postponement) she may immediately invoice the Client for the cost of all expenses and materials  already incurred by her and shall be entitled to be paid for them in full before completing the commission, and (in the case of cancellation) the Photographer shall be entitled to invoice the client for the cost of all expenses and materials   already incurred by her together with a cancellation fee of 75% of the Time Costs element of the Fee, without prejudice to her rights in respect of any breach of contract.

15 RIGHT TO A CREDIT

15.1 The Photographer’s name ( Jo Sheldrake) must be printed on, or in reasonable proximity to, all published reproductions of the Photographs.

15 .2 The Photographer asserts her statutory right to be identified as the author of the Photographs in the circumstances set out in sections 77-79 of the Copyright, Design and Patents Act 1998 or any amendment or re-enactment thereof.

16 FORCE MAJEURE

The Photographer shall not be liable for any failure in the performance of any of her obligations caused by factors beyond her reasonable control.

17 WAIVER

Neither the demand for nor the acceptance of payment made under these terms and conditions nor the failure by the Photographer to enforce any of the terms and conditions at any time or for any period will release or exonerate or in any way affect the liability of the Client or be a waiver of these terms and conditions.

18 VARIATION

These terms and conditions shall not be varied except by agreement in writing.

19 WEBSITE

The contents of the Photographers ( Jo Sheldrake) website, including text, images and logos are protected under Copyright Law and must not be reproduced at any given time without the written permission of the Photographer.

20 APPLICABLE LAW

This agreement shall be governed by the laws of England & Wales