1. APPLICATION OF TERMS
1.1 These terms and conditions will:
1.1.1 apply to all Assignments undertaken by Agent’s photographers for Client and to all Usage Licences or extended and/or additional Usage Licences relating to such Assignments; and
1.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in Client’s purchase order, confirmation of order, acceptance of Estimate, or specification or other document supplied by Client, or implied by law, trade custom, practice or course of dealing.
“Agent” means Photographer’s appointed agent whose details are set out in the Estimate and invoice(s) for an Assignment.
“Assignment” means a commission by Client of Photographer for provision of Photographer’s services at a shoot for the purpose of creating the Material and negotiated through Agent and whether invoiced to Client by Agent or by Photographer.
“Advertiser” means any client of Client for whose benefit or use material is commissioned.
“Client” is the party commissioning a Photographer via Agent and includes Client’s affiliates, assignees, and successors in title.
“Estimate” means any email or other document electronic or otherwise created by Agent and setting out the Fee and expenses for any Assignment along with information as to Usage Licences.
“Fee” means Photographer’s fees as set out in the Estimate.
“Licensed Images” means the still and/or moving images selected from the Material and as specified in the Estimate as to be licensed for use in accordance with these Terms.
“Material” means all photographic material created by Photographer pursuant to an Assignment and includes but is not limited to transparencies, negatives, prints, digital files or any other type of physical or electronic material recording either still or moving images.
“Shoot Duration” means the number of confirmed days of a shoot whether undertaken consecutively or in separate parts and includes all shoot, travel, recce, preparation or test days.
“Usage Licence” means the licence to use the Licensed Images as set out in clause 3.3 and clause 9 below.
“Working Day” means a day that is not a Saturday or Sunday or any day that is a bank holiday in England.
3.1 Estimates provided by Agent are based upon the information provided by Client in advance of preparing the Estimate.
3.2. Changes to the requirements for an Assignment before or during a shoot may increase the Fee and expenses.
3.3 Estimates shall specify the number and characteristics of Licensed Images which the Client shall be entitled to use and the media and territories in and durations for which they may be used and these shall be the terms of the Usage Licence unless otherwise agreed in writing.
3.4 Client is responsible for checking the Estimate to ensure that it provides for all requirements including but not limited to post production, high resolution files, the correct usage licences and all technical specifications for the Licensed Images.
3.5 Unless otherwise agreed in writing Client’s agreement of shoot date(s) shall be deemed to be acceptance of the Estimate.
4. CONDUCT OF THE SHOOT
4.1 The shoot will be arranged on date(s) mutually agreed between the parties.
4.2 During the shoot Photographer will take account of Client’s reasonable instructions in respect of the shoot brief.
4.3 If Client or a representative is not present during the shoot then Photographer’s interpretation of the brief shall be deemed acceptable to Client.
5. OVERTIME AND ANTISOCIAL HOURS
5.1 A normal day is up to 9 hours (including 1 hour for lunch) between 9am and 6pm on any Working Day.
5.2 Any hours worked outside a normal day (“Antisocial Hours”) will incur additional overtime fees for Photographer, crew and facilities.
5.3 Photographer’s additional hourly overtime fees are:
5.3.1 Between 6pm and 10pm on a Working Day – One ninth of 1.5 x Photographer’s agreed daily fee including usage; and
5.3.2 Between 10pm and 9am on any day and at any other time on a non-Working Day – One ninth of 2 x Photographer’s agreed daily fee including usage.
5.4 Additional fees for crew, facilities and any other third parties required to work Antisocial Hours shall be as set out in their standard terms or otherwise negotiated.
6. CANCELLATION OF SHOOT
6.1 If a confirmed shoot is cancelled or postponed for reasons outside the control of Photographer (including unsuitable weather / light), Photographer reserves the right to charge a cancellation fee at the following rates together with all incurred expenses from third party suppliers at the rates particular to their own terms of business:
On Shoot Duration of two days or less:
6.1.1 cancellation on 2 Working Days notice or less – 100% of Fee + all expenses; or
6.1.2 on 3 to 6 Working Days notice – 75% of Fee + all expenses; or
6.1.3 on more than 6 Working Days notice – 50% of Fee + all expenses.
On Shoot Duration in excess of 2 days and on notice equivalent to:
6.1.4 the Shoot Duration or less -100% of Fee + all expenses; or
6.1.5 more than the Shoot Duration but not more than twice the Shoot Duration – 75% of Fee + all expenses; or
6.1.6 more than twice the Shoot Duration – 25% of Fee + all expenses.
7. ACCEPTANCE & DELIVERY
7.1 Following completion of the shoot Photographer will deliver the Material to Client as soon as reasonably practicable and in the agreed format to enable Client to select the Licensed Images.
7.2 Subject to any previously agreed deadlines for post-production work Photographer will carry out any such work required as soon as reasonably practicable but cannot guarantee urgent turnaround.
7.3 Unless expressly agreed in writing between the parties Client shall not be entitled to reject the Material on the basis of style or composition.
8. STORAGE OF MATERIAL
8.1 Client shall ensure that he takes appropriate steps to keep safe a high resolution digital copy of all Material for the duration of the Usage Licence. For the avoidance of doubt CD/DVD archives are not deemed safe storage media. Neither Photographer nor Agent will be responsible for archiving any Material unless by prior written agreement.
8.2 Save for the purposes of the Usage Licence the Material may not be stored in any electronic medium or transmitted to any third party, including for the avoidance of doubt any associated or branch office of Client, without the written permission of Photographer.
8.3 Upon publication of the Licensed Images or any of them and on Photographer’s request Client shall supply to Photographer free of charge a high-resolution digital file, PDF format file or good quality hard copies of the Licensed Images in the context in which they are published.