TERMS OF BUSINESS
Terms of Business
1. DEFINITIONS
(a) For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. In cases where the Photographer’s Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Agency “and “the Client” shall be interpreted as references to the Photographer’s Client. (b) For the purpose of this agreement “The Photographer” will mean the Author of the Photograph Simon Vine trading as “Simon Vine Photography”. And shall where the context so admits include their respective assignees, sub-licensees and successor in title. (c) “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. (d) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones applicable. (e) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer. (f) Where time is of the essence the Photographer entirely at its own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order. (g) 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. (h) 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.
2. COPYRIGHT
(a) The Author retains the entire copyright in the Photographs and Works at all times, throughout the World and (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.
3. OWNERSHIP OF MATERIALS
(a) Title to all Photographs remains the property of the Photographer. (b) When the Licence to Use has expired the Photographs must be returned to the Photographer in good condition within 30 days and any archived digital files destroyed. (c) Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice.
4. USE
(a) The Licence to Use 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 in writing. (c) Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. (d) Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the licence to use further charges will be made. (e) Any reproduction rights granted are by way of license only and no partial or other assignment of copyright shall be implied. (f) 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 or an administration is appointed, any licence granted shall immediately cease. (g) Unless otherwise agreed in writing the client(s) upon acceptance of the quote allow(s) the photographer(s) to display any photograph covered by this contract for promotion, portfolio, marketing, website, social media and other such material. If the client does not wish a particular image(s) to be used for such purposes, they should state so immediately and this will be respected.
5. EXCLUSIVITY
(a) All Usage Licences granted by the Photographer to the Client shall be exclusive for the duration of the licences, unless otherwise agreed in writing. (b) Subject to clause 5.d, the Photographer undertakes not until 2 years after the shoot or the expiry of the Usage Licence(s) (whichever is later) to grant any other licence in respect of the Material to any third party. (c) After the expiry of the exclusivity period Photographer shall make such use of the Material including the Licenced Images as he sees fit. (d) Nothing in this clause 5 shall prevent the Photographer at any time from using the Material, whether commercial, test, or speculative (images shot for presentation/pitch/ awards), in any form and in any manner worldwide for the purpose of promoting their services and those of their Agent, provided that in the case of unpublished Material the Photographer shall first obtain the Client’s consent, such consent not to be unreasonably withheld. The Photographer reserves the right to use the Material for this purpose whether or not in the context of the Advertiser’s advertisement or other material in which the Material is incorporated, including without limitation the Advertiser’s branding.
6. CLIENT CONFIDENTIALITY
(a) The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission. (b) It shall be the sole responsibility of the Client to arrange for any third party involved in the Assignment to enter into any confidentiality agreement. (c) Neither Photographer nor Agent will be liable for any breach of confidentiality by any third party.
7. INDEMNITY
(a) It is the Client who must satisfy themselves 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, trademarks, 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, their employees, or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
8. PAYMENT
(a) Payment must be made upon presentation of the invoice for the commissioned work, unless payment terms have been agreed in advance and in writing. Payment to be made by Electronic Bank Transfer. Bank details will be provided on the invoice, or in advance if requested. (b) Photographic images are supplied subject to the UK Copyright, Designs and Patents Act 1988, license to use any photographs supplied is conditional upon this invoice being paid in full, by the date stated on the invoice. (c) Thereafter, further charges may be made for any additional statement, letter (whether as an email, etc) issued for the recovery of the outstanding debt of not less than £25 plus VAT each and all other costs for the recovery of debts including bank charges. (d) A further charge of 5% over the Lloyds Bank rate from time to time is added to the invoice on the first day following that when settlement should have been made. The Late Payment of Commercial Debts (Interest) Act 1998 will be enforced. (e) Where a client is a company and whether or not that company has gone into liquidation the individual directors will be responsible for all outstanding fees and costs in relation to the contract.
9. HOURS, EXPENSES & ADDITIONAL TIME
(a) A standard day is 8 hours, and the standard half day is 4 hours. This includes time taken, parking, signing in, inductions, safety briefings, unloading and the setting up/taking down of equipment. (b) Where additional expenses or time incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise. The Client shall give approval to and be liable to such extra expenses or fees, in addition to the fees and expenses shown on the quote as having been agreed or estimated. (c) Costs remain as per the quote last communicated prior to the shoot. The instruction for additional hours must come directly from the client and this verbal instruction shall be deemed a binding amendment to the contract. Additional time is charged pro rata. Time and expense for travel is included within the quote, unless otherwise stated. There are no hidden charges and rates are transparent and easy to understand. (d) Meal & Breaks: During a standard 8-hour working day, as a minimum 10-minute breaks are required midmorning and midafternoon, with at least 30 minutes allowed for lunch. During a 4-hour half day shoot, a 10-minute break is to be scheduled midway through the session.
10. REJECTION & COMPLAINTS
(a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. (b) Any complaint whatsoever, must be received in writing within seven days of receipt of images and or the products supplied. This includes behaviour of the photographer or sub-contractors, quality of the images, lead time, prints, downloads, frames and any other special services that have been agreed. Any complaints will be taken seriously and acted upon swiftly. Feedback is always welcomed.
11. CANCELLATION & POSTPONEMENT
(a) A booking is considered firm as from the date of confirmation, bookings can only be confirmed via email, electronic message, or in writing from the client, agency or advertiser.
If a booking is cancelled within two working days, the Photographer reserves the right to charge 100% of fee plus all expenses for the assignment. If a booking is cancelled within six working days, the Photographer may charge 50% of fee plus all expenses for the assignment. (b)For cancellations/postponements due to weather conditions, the Photographer reserves the right to charge his full fee and expenses due to weather conditions on location. In such instances, the Photographer may charge in full for his expenses (e.g. including but not limited to; hire of specialist equipment, vehicles etc, hotel accommodation, rail fares), that he may have incurred prior or during the assignment taking place.
12. RIGHT TO A CREDIT
(a) In respect of all editorial uses and otherwise as additionally stated in the agreement, the Client shall procure that Photographer’s name “Simon Vine” is printed on or in reasonable proximity to all published reproductions of the Licensed Images The Photographer also asserts his/her 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.
13. SUPPLY TO THIRD PARTIES
(a) The licence only applies to the client and product stated on the Licence to Use.
14. FORCE MAJEURE
(a) Neither party shall have liability to the other party in the event that performance of a party’s obligations under the Agreement is prevented, hindered or delayed by an event which cannot reasonably be anticipated or prevented by it, to include, fire, explosion, war, civil commotion, act of terrorism, riot and acts, orders or regulation of Government. For the avoidance of doubt, this includes Government guidelines and regulations such as for Covid-19. (b) The photographer will be Simon Vine. On rare occasions a subcontracted photographer may be used, but not without prior notification to the client. (c) The due performance of the contract is subject to alteration or cancellation by the photographer owing to any cause beyond their reasonable control (e.g. sudden event, illness, injury, or victim of crime). (d) The photographer may contact other photographers if they are not able to attend the booking due to clause 14.c. A replacement photographers might be available, however, the Client has the right to cancel or postpone the job without cancellation fee if a replacement photographer is not an acceptable option.
15. IMAGE FILES & POSTPRODUCTION
(a) Images are shot in RAW format to maximize image quality. The files will be kept and backed up by the photographer. From the RAW files, either JPEG or TIF files can be produced for the client(s). If no preference is expressed, both high and low resolution JPEG files will be supplied. (b) Standard image postproduction time will be included in the quote; any additional colour grading, retouching or image manipulation is not included as standard, these days will be quoted and charged as an additional cost. Occasionally, complex retouching is subcontracted.
16. ELECTRONIC STORAGE
(a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer. (b) Manipulation of the image or use of only a portion of the image may only take place with the written permission of the Photographer. (c) Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.
17. DELIVERY
(a) Delivery of the images will be made via electronic transfer (Dropbox, WeTransfer or a client’s upload link) as soon as possible by the photographer, within an agreed timeframe. (b) Photographic printed products are dependent upon the turnaround time of the third-party suppliers. The photographer will endeavour to supply your order promptly, efficiently and to provide accurate lead times.
18. HEALTH & SAFETY
(a) Health & Safety is taken extremely seriously; risks are regularly assessed and minimised. (b) The Client is responsible for ensuring that the shoot location is legally and ethically suitable and it is their responsibility to ensure a safe working environment. (c) The shoot may be cancelled or postponed by the photographer if unsafe working conditions are found. (d) Any form of abusive behaviour towards the photographer, assistants or creative team will not be tolerated. (e) In the cases of unsafe working conditions or abusive behaviour, the hours spent on location will be invoiced whether or not the photography has taken place.
19. LEGAL STATUS
(a) Simon Vine trades as Simon Vine Photography, a freelance sole trader business. VAT registration number GB613323481
20. APPLICABLE LAW.
(a) This agreement shall be governed by the Laws of England & Wales. Any dispute between the parties will be settled in the English courts.
21. VARIATION.
(a) These Terms and Conditions shall not be varied except by agreement in writing.
