1. DEFINITIONS

For the purpose of this agreement “the Client” will in context include their respective assignees, sub-licensees and successor in title. For the purpose of this agreement “The Photographer'' will mean the Author of the Company and therefore the Photographs. If the context so admits, it also includes the respective assignees, sub-licensees and successor in title. “Photographs”, “Products” and “Works” means all photographic material produced and provided by the Photographer, including any prints, transparencies, digital files or any other type of physical or electronic material that exists now or is yet to be developed. Any contracts (verbal or written) are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones that are applicable. Other Terms and Conditions proffered by the Client are specifically not agreed to unless they are agreed to in writing beforehand by the Photographer. If time becomes critically important the Photographer can at its own discretion accept instructions given verbally, in these circumstances the Photographer will accept no liability for any errors in carrying out the order. The person who places and/or signs any orders on behalf of the Client is deemed to be authorised to do so unless prior written notice is given and provided to the Photographer by the Client. If a Client’s policy is not to rely on email confirmations, hardcopy paperwork stating such must be provided in advance of any agreements, if none is provided, then any and all email traffic will constitute a contract in law.

2. COPYRIGHT

The Photographer retains at all times the copyright in the Photographs and works throughout the world. Instances where any works are reproduced and a settlement has not been made, the Photographer can make such charges to the publisher of the reproduced works within the constraints of the Copyright, Designs and Patents Act 1988 or any re-enactment or amendment of said Act.

3. OWNERSHIP

Title to any and all Photographs remains the property of the Photographer. If the Licence to Use expires the Photographs must be returned to the Photographer within 30 days and any online or digital files of the Photographs deleted. Title to any Photographs taken in a photoshoot is not transferred to the Client upon payment or confirmation.

4. LICENCE TO USE 

The Client's Licence to Use comes into effect on the confirmed date of payment. No licence to use the Photographs will be granted until all payments are made in full and permission is expressed in writing by the Photographer. If any permissions to use are given for prior use they will be automatically revoked if payments aren't made in full within their due date or if the company is put into receivership or liquidation. Where restricted in the agreement, permission to use the Photographs for other purposes can be granted upon full payment or a further fee that has been agreed between both Photographer and Client.
Charges will be made if uses of any Photographs breach the Licence to Use. Reproduction rights and permissions to use the Photographs are granted only on a licence basis only, no partial or other assignment of copyright shall be given or implied. Upon the Client's death or bankruptcy or (if the Client is a company) in the event of a Petition, Resolution or a winding up Order is made against the client, or if a new administration or receiver is appointed, any licence granted will automatically cease.
5. EXCLUSIVITY
No exclusivity is given or implied to the Photographer and/or the Client unless an agreement is made in writing with regards to Licence to Use. The Photographer in all cases retains the rights to sell or use the photographs taken in the Client's photoshoot. Exclusivity can only be granted by written agreement before the Photographer's work begins.

6. CONFIDENTIALITY

The Photographer will keep information exchanged between Photographer and Client in confidence for the purposes of the photography confidential. Only reasonably necessary information will be used to allow the Photographer to execute his / her duties with regards to the commission.

7. RIGHT TO BE CREDITED

The Licence to Use demands that the Client’s full name or preferred name if specified in writing, will be printed on or within reasonable proximity of any publications of the Photographs. The Photographer also exercises his / her moral or statutory right to be identified in any circumstances set out in sections 77-99 of the Copyright, Designs and Patents Act 1988 or any re-enactment or amendment of said Act.

8. PAYMENT

The Payment due date in all cases will be by the date and time of the photoshoot, unless a separate agreement is made in writing between Photographer and Client. If said agreement isn’t made, failure to pay by the due date will result in a photoshoot cancellation and the Photographer will at his / her own discretion charge a fee due to the violation of the 48 hour period stated in clause 10. If the Client is a company, regardless of if the company gets liquidated or not, the original director(s) will be responsible for any outstanding fees.

9. EXPENSES

If any times or expenses are incurred as a result of modifications to the original agreement by the Client, or otherwise, the Client understands they are liable to such incurred expenses/fees. 

10. CHANGES & CANCELLATIONS

A booking is deemed as fixed on the date of confirmation. The Photographer will at his / her own discretion charge a fee for changes and cancellations if they are made within 48 hours of the booking. Any changes and cancellations requested before the 48 hour period will be exempt from any charges.

11. DIGITAL & ELECTRONIC STORAGE

Apart from the purposes of production allowed from the Client's Licence to Use, no Photographs can be stored in any form without the Photographer's written consent. Any manipulation of the Photographs is only allowed if permission is granted in writing by the Photographer. Digital data is stored by the Photographer with the understanding that he/she is not liable for the future integrity or any failure to retrieve said data from the Photographer's service.

12. THIRD PARTIES

The Licence is only applicable to the Client and Product (see Licence to Use)

13. VARIATION

These Terms & Conditions will not vary unless an agreement is made in writing.

14. APPLICABLE LAW

Agreements shall be governed by the laws of England & Wales.