TERMS & CONDITIONS
1. DEFINITIONS: In this agreement, the term "the Agency" will also refer to their respective assignees, sub-licensees, and successors, where appropriate. If the Photographer's client is a direct client (i.e., there is no agency or intermediary involved), all references to "the Agency" will be interpreted as referring to the Photographer's client. The term "Photographs" refers to all photographic material provided by the Photographer, whether in physical or electronic form.
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2. COPYRIGHT: The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
3. OWNERSHIP OF MATERIALS: Title to all Photographs remains the property of the Photographer.
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4. USE: The Licence to Use begins once full payment of the relevant invoice(s) has been made. No use of the Photographs is permitted before payment in full, unless the Photographer gives express permission. Any permission for prior use will be automatically revoked if full payment is not made by the invoice due date or if the Agency goes into receivership or liquidation. The Licence to Use applies solely to the Agency, and its benefits may not be assigned to any third party without the Photographer's prior consent. Even if an 'all media' Licence is granted, the Photographer’s permission is required for any use of the Photographs for other purposes, such as use for a different product or sublicensing through a photolibrary. Permission for any use outside the scope of the Licence will generally be granted upon payment of an additional fee, which must be mutually agreed upon and paid in full before such use is allowed. Unless otherwise agreed in writing, all future Licences for the Photographs will be subject to these terms and conditions.
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5. EXCLUSIVITY: The Agency is granted exclusive rights to publish the Photographs, meaning no one else, including the Photographer, can publish them during the exclusivity period. However, the Photographer retains the right to use the Photographs for self-promotional purposes (e.g., their portfolio, website, and marketing materials), even during the exclusivity period. Once the exclusivity period specified in the Licence to Use expires, the Photographer is free to use the Photographs for any purpose.
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6. CLIENT CONFIDENTIALITY: The Photographer will keep all confidential information received private and will not share it with third parties or use it for any other purpose, except as necessary to fulfil their obligations under the commission.
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7. INDEMNITY: The Photographer agrees to indemnify the Agency against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which they were responsible in respect of third-party copyright works, trademarks, 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.
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8. PAYMENT: Payment by the Agency will be expected for the commissioned work within 28 days of the issue of the relevant invoice. If the invoice is not paid, in full, within 28 days, 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.
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9. EXPENSES: Where extra expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Agency, or otherwise at their request, the Agency shall give approval to and be liable to pay such extra expenses or fees at the Photographer's normal rate to the Photographer, in addition to the expenses having been agreed or estimated.
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10. REJECTION: Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
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11. CANCELLATION & POSTPONEMENT: A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at their discretion, charge a fee for cancellation or postponement. If a shoot is cancelled with under 48 hours' notice, the entire fee for the shoot will be applicable.
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12. RIGHT TO A CREDIT: The Photographer's name will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). The Photographer also asserts their statutory 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. Failure to honour this will result in a 100% uplift of the license agreement or price.
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13. ELECTRONIC STORAGE: Save for the purposes of reproduction for the licensed use(s), the Photographs may not be stored in any form of electronic medium without the written permission of the Photographer. Manipulation of the image or use of only a portion of the image may only take place with the permission of the Photographer.
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14. APPLICABLE LAW: This agreement shall be governed by the laws of Scotland and the United Kingdom.
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15. VARIATION: These Terms and Conditions shall not be varied except by agreement in writing.