TERMS AND CONDITIONS - PHOTOGRAPHY
1. Terms and Definitions:
1.1 picture includes a photograph, images, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction;
1.2 reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means;
1.3 the Photographer (otherwise known as Giles Cooke) is the Author of the photograph or the Photographer.
1.4 the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party);
1.5 Giles Cooke Design administers the licensing of the works of the Photographer, Giles Cooke.
1.6 These terms and conditions represent the entirety of the agreement between Giles Cooke Design and the Client. Any variation is only applicable when agreed in advance and in writing.
2. Copyright and Ownership of Materials:
2.1 The entire copyright in the pictures is retained by the Photographer, Giles Cooke at all times throughout the world and is administered by Giles Cooke Design;
2.2 Title to all photographs remains the property of the Photographer;
2.3 Images will be licensed for use without a time restriction. Should images be licensed for use for a specified period, the client will be notified in writing in the photographic proposal. When the License to Use has expired, the images should be returned to the Photographer and a written undertaking given that all digital files have been destroyed. The Client is expected to comply with this requirement within 30 days of expiration of the License to Use. The Photographer reserves the right to make an additional charge for continued use after this period;
2.4 The Photographer, as administered by Giles Cooke Design, supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Giles Cooke Design’s grant of reproduction rights in respect thereof;
2.5 Giles Cooke asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988;
2.6 Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Giles Cooke Design any fee payable by the Client shall be subject to an increase specified by Giles Cooke Design, and in any event an increase of not less than 25%.
3. Use and Reproduction:
3.1 Permission to use images immediately is granted, however, this permission will be immediately revoked if payment of the invoice is not made by the timescale stated on the invoice;
3.2 Should The License to Use the images be withdrawn by Giles Cooke Design, the Client must cease using the images and all printed literature must be withdrawn from use.
3.3 Reproduction rights (if granted) are strictly limited to the use and period of time specified on Giles Cooke Design’s invoice. An agreement must be reached with Giles Cooke Design before the pictures are used for a different purpose or after the licence to use has expired;
3.4 Reproduction rights are not issued exclusively to the Client except when specified on the invoice;
3.5 Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights;
3.6 Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied;
3.7 Giles Cooke Design reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client;
3.8 In the case of printed publications, two copies of the relevant pages containing any picture supplied are to be furnished to Giles Cooke Design free of charge within two weeks. In other media, evidence of use must be made available if requested;
3.9 On the Client’s death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, Giles Cooke Design may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
4. Definitions of Reproduction Rights:
The following terms are used when describing the reproduction rights granted by Giles Cooke Design and the Photographer to the Client:
4.1 Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site;
4.2 PR and Press distribution: The right to use the pictures as described in 4.1; plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication;
4.3 Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice;
4.4 Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
5. Booking and Cancellation:
5.1 The Client will be required to confirm via e-mail the acceptance of a quotation provided by Giles Cooke Design, which also indicates their acceptance of these Terms and Conditions.
5.2 Once the Client has made a booking for a specific time and date and this date/time has been Confirmed, Giles Cooke Design will not accept any other work from other clients for those times and dates;
5.3 As a result, once a booking is Confirmed, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule: (a) When a client cancels a confirmed booking within 10 business days of any confirmed date, an administration fee of £20.00 (Excl. VAT) will be charged; (b) When a client cancels photography within less than 10 days business of any confirmed date, a fee of 20% of the booked time rate will be charged. (c) In addition to this cancellation fee, the client will be charged for any expenses already incurred by Giles Cooke Design.
6. Payment Terms:
6.1 Our payment terms are strictly net 30 days unless agreed in advance and in writing;
6.2 Payment by BACS is preferred and bank details will be provided on our invoice. We also accept payment by cheque and crossed cheques should be made payable to “Giles Cooke Design”. Please note, when making payment by cheque, proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery.
6.3 If payment is not made in accordance with 6.1 above then Giles Cooke Design may rescind any Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998;
6.4 A fee of £15 will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuance of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices;
6.5 The Client’s right to reproduce a picture arises only when Giles Cooke Design’s invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Giles Cooke Design to rescind the Agreement and rendering the Client liable for the payment of damages;
6.6 If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Giles Cooke Design may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
7.1 Giles Cooke Design will edit every take and deliver what it considers to be the best of every situation covered;
7.2 Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
8. Liability and Indemnity:
8.1 While Giles Cooke Design takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption;
8.2 The Client agrees to indemnify Giles Cooke Design in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Giles Cooke Design;
8.3 It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Giles Cooke Design gives no warranty or undertaking that any such rights, model 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 picture. In the event that the picture is issued or reproduced by or with the authority of the Client then the Client shall indemnify Giles Cooke Design against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
9. Force Majeure or Act of God:
9.1 The due performance of this contract is subject to alteration or cancellation by either party owing to any cause beyond their control.
10. Limitation of Liability:
10.1 In the unlikely event of a total photographic failure or cancellation of this contract by either party or in any other circumstance the liability of one party to the other shall be limited to the total value of the contract. Neither party shall be liable for indirect or consequential loss.
11. Applicable Law:
11.1 This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England;
11.2 No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
11.3 Email communication constitutes a contract in law, unless the Client specifically states they will not accept this and instead provides hardcopy paperwork of all relevant agreements and contracts.
12. Client Confidentiality:
The Photographer and Giles Cooke Design will keep confidential and will not disclose to any third parties or make use of information communicated to them in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer or Giles Cooke Design to carry out their obligations in relation to the commission.