Terms
and Conditions of Business
Note : Please see the Appendix for a list
of definitions.
1. ALL WORK SUBJECT TO THESE TERMS AND CONDITIONS
Any work of any description undertaken by the Photographer pursuant
to an Order shall be subject to these Terms and Conditions.
2. COPYRIGHT
The entire copyright in the Photographs is retained by the Photographer
at all times throughout the world and nothing shall be deemed to be
a release, transfer, assignment or other disposal of the Photographer’s
right in the Material, save as
• Specifically set out in these Terms and Conditions, or
• May otherwise be agreed by the Photographer in writing.
3. OWNERSHIP OF MATERIALS
Title to all of the Photographs remains the property of the Photographer.
If a Licence to Use the Photographs has been granted by the Photographer
to the Client, when the Licence to Use the materials has expired the
Photographs must be returned to the Photographer in good condition
or destroyed or put beyond use within 30 days.
4. AGREEMENT
In consideration of the Price, the Photographer will undertake such
work as is necessary to fulfil the requirements of any order.
In consideration of the Photographer’s agreement to produce
the Materials the Client will pay the Price in accordance with the
provisions set out in these Terms and Conditions.
5. ORDERS
An Order shall be subject to the following provisions :
• The Photographer shall be entitled to require a deposit
payment on account of the Price in such sum as may be agreed between
the Photographer and the Client prior to the taking of any steps
to create the Material.
• In the event of a cancellation of any Order by the Client,
in addition to any entitlement to claim damages for losses arising
from such cancellation the Photographer shall, in any event, be
entitled to retain the deposit paid and/or agreed.
• The Photographer shall be entitled to agree to regard any
Order that is not evidence in writing as invalid.
• The Photographer licences the Client to utilise the material
produced as a result of the Client’s Order to the extent set
out in writing between the Client and the Photographer in the Booking
Form or as otherwise agreed in writing between the Client and the
Photographer in line with these Terms and Conditions. Any breach
of such licence shall automatically revoke such licence without
any requirement for the Photographer to provide notice of such automatic
revocation.
• The Photographer shall be entitled to sub-contract his obligations
under an Order at his discretion.
• Save as otherwise agreed between the Client and the Photographer,
the Photographer shall be entitled to use his judgement regarding
the style and artistic input in the production of Material.
• The Photographer shall not be liable to the Client for any
failure , in whole or in part, to fulfil his obligations under an
Order where failure arises as a result of any event or circumstances
beyond his control, which may include (but which is not limited
to ) equipment failure, inclement weather, illness or injury.
• On completion of the Photographer’s obligations under
an Order, the Photographer shall deliver an invoice for the Price
to the Client and the Client shall pay the Price (or any balance
of it) within 30 days of the date of the invoice. Any sum outstanding
after the expiry of 30 days shall have the following consequences:
Interest at a rate of 4% per annum shall accrue in respect of any
outstanding sum.
Any licence granted by the provisions this agreement and any other
additional terms and agreed bewteen the Client an the Photographer
shall be automatically revoked and shall only be capable of reinstatement
upon payment of any outstanding sum plus interest and other costs
incurred by the Photographer.
6. DIRECTION
Artistic direction will be provided during the shoot day(s) by a Client
representative who shall have authority and final decision power to
approve setups and/or view digital representations either on screen
of a camera (or computer workstation, if contracted for) for the purpose
of providing final approval on location of all setups photographed
and content produced. If artistic direction is not provided at the
time of capture, photographer’s best judgment will be deemed
acceptable. Changes desired by Client in scope or content of photographs
after a location or photographs are completed will require re shooting
at Client’s expense.
7. DELIVERY OF MATERIALS
The Invoice shall list all the materials delivered to the Client.
The materials shall be presumed to have been received in good condition
unless the Client notifies the Photographer in writing of any discrepancy
or error within 14 days of receipt.
8. PERMISSION TO REPRODUCE
Permission to reproduce a photograph is granted to the Client by the
Photographer only when a fee for the reproduction has been agreed
with the Photographer and an invoice has been issued by the Photographer
and paid in full by the Client to the Photographer unless otherwise
agreed with the Photographer.
Permission to reproduce a photograph applies only to the reproduction
described herein or otherwise described in the Invoice. In the event
of unauthorised reproduction, the Client shall pay by way of liquidated
damages to the Photographer an unauthorised use fee of €100 per
image or double the standard reproduction fee for the use concerned,
whichever is the greater.
The right to reproduce a photograph granted by the Photographer
is personal to the Client and may not be assigned or sold to any third
party without the Photographer’s prior consent in writing.
9. ALTERATION
The Client may not alter or add to or manipulate a picture by means
of computer or any other technique or reproduce a picture in whole
or in part as an element within, or as a montage within another picture
without first obtaining the written consent of the Photographer.
10. USE
The Licence to Use the Materials 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 express
consent in writing of the Photographer. Any permission which may be
given for prior use will automatically be revoked if full payment
is not made by the date nominated by the Photographer as being the
due date or if the Client is put into receivership or liquidation.
The Licence only applies to the Client and the Material as stated
on the Booking Form and its benefits shall not be assigned to any
third party without the prior written consent of the Photographer.
Accordingly, even where any form of “all media” Licence
is granted, the Photographer’s permission must be obtained before
any use of the Photographs for other purposes eg use in relation to
another product or sub-licensing through a photo-library. Permission
to use the Photographs for purposes outside the terms of the Licence
to Use will normally be granted upon payment of a further fee, which
must be agreed as between the Photographer and the Client and paid
in full by the Client before such further use.
Unless otherwise agreed in writing, all further Licences in respect
of the Photographs will be subject to these terms and conditions.
11. EXCLUSIVITY
The Client may be authorised to publish the Photographs to the exclusion
of all other persons. However, the Photographer retains the right
in all cases to use the Photographs and Material in any manner at
any time and in any part of the world for the purposes of advertising
or otherwise promoting his work.
If the License to Use includes an exclusivity period, the Photographer
shall be entitled to use the Photographs for any purpose after the
expiry of said exclusivity period without further notice to the Client.
12. NON-COMMERCIAL IMAGE SHARING RESOURCES
The Client is expressly prohibited from submitting the Material to
non-commercial image sharing internet based resources including but
not limited to websites such as Facebook, MySpace, Picasa and Flickr,
without first obtaining the express permission of the Photographer.
13. CLIENT CONFIDENTIALITY
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.
14. INDEMNITY
While the Photographer takes all reasonable care in the performance
of this agreement generally, the photographer shall not be liable
for any loss or damage suffered by the Client or by any third party
arising from use or reproduction of any image or its caption.
The Client agrees to indemnify the Photographer in respect of any
claims or damages or any costs arising in any manner from the reproduction
without proper reproduction rights of any image supplied to the Client
by the photographer including but not limited to any claim, damage
or cost arising as a result of the Client allowing a photograph or
a copy thereof to come into the possession of a third party without
the prior written consent of the Photographer.
It is the Client who must satisfy himself that all necessary rights,
releases or consents have or will be obtained whether in relation
to the use of names, people, trademarks, registered or copyright designs
or works of art depicted in any image unless it is expressly agreed
in writing between the Photographer and the Client that the Photographer
shall have responsibility for obtaining certain expressed rights,
releases or consents. In the event that the image is issued or reproduced
by or with the authority of the Client then the Client shall indemnify
the Photographer against any loss or damage, proceedings or costs
where such rights, releases or consents have not be obtained.
15. EXPENSES
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 to the Photographer in addition to the expenses shown as having
been agreed or estimated.
16. REJECTION
Unless a rejection fee has been agreed in advance, there is no right
to reject on the basis of style or composition.
17. CANCELLATION AND POSTPONEMENT
A booking is considered firm as from the date of confirmation and
accordingly the Photographer will, at his discretion, charge a fee
for cancellation or postponement.
18. RIGHT TO A CREDIT
The Photographer’s name is to be printed on, or in reasonable
proximity to all published reproductions of the Photographs.
19. ELECTRONIC STORAGE
Save for the purpose of production of the photographs for the Licensed
Use, the Photographs may not be stored in any form of electronic medium
without the written permission of the Photographer.
20. APPLICABLE LAW
This agreement shall be governed by the laws of the Republic of Ireland.
21. VARIATION
These Terms and Conditions shall not be varied except by agreement
in writing unless otherwise agreed as between the Photographer and
the Client.
22. ENTIRE AGREEMENT
An Order, as evidenced by information on the Booking Form and as governed
by and as read together with these Terms and Conditions shall form
the entire agreement between the Photographer and the Client, save
as may be otherwise agreed in writing.
APPENDIX: INTERPRETATION
AND DEFINITIONS
For the purpose of this agreement, the following works and expressions
shall have the following meanings:
“The Photographer” means Rob Lamb trading as Rob Lamb
Photography.
“The Client” shall means the person identified as the
client or customer on the Booking Form and for this purpose the Client
shall where the context so admits or requires include their respective
assignees, sub-licensees and successors in title. In cases where the
Client is acting with the assistance or representation of an Agency
or Advertiser all references to “the Client” shall be
interpreted to mean the Agency or the Advertiser.
“The Booking Form” shall means a form (whether or not
printed on the reverse side of these Terms and Conditions) completed
by the Client by which the Client instructs the Photographer to create
Material.
“Material” and/or “Photographs” means all
photographic material including but not limited to photographs, prints,
transparencies, images, negatives, digital scans, digital files, digital
image, design, artwork, montages, drawings, engravings including and
other type of physical or electronic material and/or any other photographic
product or other product comprising or containing reproduction of
any form of photographic material and which may be offered for the
purpose of reproduction and which has been created by the Photographer.
“Reproduction” includes any form of publication or copying
of the whole or part of any photograph whether altered or not and
whether by printing, photography, projection (whether to an audience
or not), electronic or mechanical reproduction or storage, electronic
transmission or for any use as an artist’s reference or illustration,
or in a layout or presentation to include non-commerical image sharing
internet resources.
“Order” means any order for Material placed by the Client
with the Photographer as recorded on a Booking Form or in such other
form as the Photographer may agreement.
“Price” means the price for an Order as set out on the
Booking Form.
“Services” includes all work carried out by the Photographer
for the purpose of producing the supplying the Material and all Consultancy
and Training Services provided by the Photographer as agreed between
the Client and the Photographer.
“Commercial Use” includes all uses of the Material which
are not for the personal use of the Client and uses for which the
Client may have the possibility of financial gain.
Change History
8th September, 2011: Revision 1. Added new section 6 'DIRECTION'.
Renumbered all subsequent sesions accordingly.
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