TERMS AND CONDITIONS

1.           DEFINITIONS

a) For the purpose of this agreement “the Client” shall, where the context so admits, include those appointed by the Client to act on their behalf and their respective assignees, sub-licensees and successor in title. (b) For the purpose of this agreement “The Photographer” will mean the Author of the Photograph or ASV Photography, and shall where the context so admits include their respective assignees, sub-licensees and successor in title. (c) For the purpose of this agreement the Client is the party commissioning the Photographer (d) “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. (e) “Estimate” means any document prepared by the Photographer setting out the fees and expenses necessary to produce the shoot. (f) “Usage Licence” is the licence granting specific reproduction rights to the photographs outlined in the Estimate.

2.           ACCEPTANCE OF TERMS & CONDITIONS

(a) In confirming a booking with the Photographer, the Client confirms that they have read, understood and accepted the following terms and conditions, unless specifically agreed otherwise in writing. (b) The Client also undertakes responsibility to ensure that all publicists, managers and PR acting on their behalf are aware and will adhere to the terms and conditions of usage. (c) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones applicable. (d) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer. (e) Where time is of the essence the Photographer entirely at his own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order. (f) 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. (g) 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.

3.           COPYRIGHT AND OWNERSHIP

(a) The entire copyright in the Photographs is retained by the Photographer at all times throughout the world. Photographs may not be reproduced, sold, published or used without permission or beyond the terms laid out in the Usage Licence as specified on the invoice. (b) Where reproduction of Works has taken place and settlement has not been made, the Photographer will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988. (c) Title to all Photographs remains the property of the Photographer. (d) If/When the Usage Licence has expired the Photographs must be returned to the Photographer in good condition within 30 days and any archived digital files destroyed. (e) Title to any materials used in producing the Works is NOT transferred to the Client upon payment of the invoice.

4.           USE

(a) The Usage Licence comes into effect from the date of payment of the relevant invoice(s). (b) No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer's express permission. (c) 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. (d) 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. (e) Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these terms and conditions. (f) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied.

5.           EXCLUSIVITY

(a) Unless agreed to in writing on the Usage Licence and the Invoice no exclusivity is given or implied to the Client. (b) The Photographer retains the right in all cases to use or sell the Photographs.

6.           CLIENT CONFIDENTIALITY

(a) The Photographer 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 the photography, save as may be reasonably necessary to enable the Photographer to carry out his obligations in relation to the commission.

7.           INDEMNITY

(a) It is the Client who must satisfy himself/herself/It’s self that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained. (b) It is acknowledged that the Photographer gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or Works of art depicted in any picture. (c) The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. (d) In all other cases the Client shall indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances. (e) The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Photographer, ASV Photography, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.

8.           PAYMENT

(a) Payment by the Client will be expected for the commissioned work within 30 days of the issue of the relevant invoice. If the invoice is not paid, in full, within 30 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. (b) Expenses and Production costs are to be paid in advance of the photographic shoot or on demand whichever is applicable.

9.           EXPENSES

(a) Where extra expenses or time are incurred by the Photographer 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 such extra expenses or fees at the Photographer's normal rate in addition to the expenses shown on the estimate.

10.         REPRESENTATION AND REJECTION

(a) The Client shall ensure that there is an authorised representative present at the assignment to ensure the correctness of the Photographer's interpretation of the Client’s brief. In the event of no Client representation, the Photographer's interpretation of the brief shall be deemed as correct. (b) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

11.         CANCELLATION & POSTPONEMENT

(a) A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his discretion, charge the following fees for cancellation or postponement; within one working day of the starting time, 100% of his fee. Within ten working days of the starting time, 50% of his fee.

12.         FORCE MAJEURE

(a) The Photographer will endeavour to put the Client(s) in touch with another Photographer in the event they are unable to attend on the shoot date due to any cause beyond their reasonable control e.g. sudden illness, injury, victim of crime, flooding etc. (b) In the event of cancellation by the Photographer, or in the very unlikely event of total photographic failure, liability shall be limited to a full refund of any fees paid.

13.         RIGHT TO CREDIT

(a) The Usage Licence requires that the Photographer’s name ‘ASV Photography’ must be printed on or in reasonable proximity to all published reproductions of the Photograph(s). The Photographer also asserts his statutory and moral 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.

14.         ELECTRONIC STORAGE

(a) 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.

15.         APPLICABLE LAW

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

16.         VARIATION

(a) These Terms and Conditions shall not be varied except by agreement in writing.