Yes, the tedious bit! Necessary, however, to save any confusion…
1) DEFINITIONS. For the purposes of this agreement, the ‘client’ is the party commissioning the ‘photographer’ (Robin Shelton). For the purposes of this agreement the client shall, where the context so admits, include their respective assignees, sub-licensees and successors in title. ‘Photographs’ means all material furnished by the photographer, whether in the form of transparencies, negatives, digital files or prints, ‘Fees’ means the photographer’s fees as set out in the estimate. ‘Expenses’ means any further costs necessary to produce the images aside from the fees. ‘Estimate’ means any document prepared by the photographer setting out the fees and expenses necessary to produce the shoot and images. ‘Usage License’ is the license granting specific reproduction rights to the photographs as outlined in the estimate. ‘Days’ or ‘hours’ referred to are shooting days or hours, or part thereof. ‘Shoot duration’ includes all shooting, travel, casting, reconnaissance or other preparation days. ‘The shoot’ is defined as the number of confirmed days whether the job is undertaken as a whole or in separate parts
2) COPYRIGHT AND OWNERSHIP OF MATERIALS. The entire copyright in the photographs including ownership of all materials is retained by the photographer at all times throughout the world. Photography fees are based on a usage license specified on the estimate. In the absence of such a license having been specified in writing, there is no usage granted whatsoever. Changes to the usage license required must be negotiated with the photographer. For the period specified, the usage license is granted exclusively to the client, aside from usage for the photographer’s self-promotion. Where photographs are stored electronically by the client, they must be permanently erased at the end of the usage agreement period. In the case of hard-copy images, the photographer requires the return of the images in good condition at the end of the usage period. A high-resolution digital file including photography in context of use – e.g. advertisement – or a hard copy of printed material incorporating photography must be supplied on request to the photographer.
3) USE. The usage license comes into effect from the date of full payment of the relevant invoice(s). The period of usage commences from the date of first use (or 6 months after shoot date, whichever is sooner). No use may be made of the image(s) before full payment of the relevant invoice(s) without the photographer’s written permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the client is put into receivership or liquidation. Where use is restricted in the usage license, permission to use the photograph(s) for other purposes will normally be granted upon full payment of a further fee, by arrangement with the photographer. The usage license only applies to the client and products as stated and agreed on the estimate/invoice and its benefit shall not be assigned to any third party without the photographer’s permission. Accordingly, even where any form of ‘all media license’ is granted, the photographer’s permission must be obtained before any use of the photograph(s) for any other purposes, and a written agreement must be reached with the photographer before any such use is made. All further licenses in respect of the photograph(s) will also be subject to these terms and conditions. Any estimates of usage fees to the client are valid for a period of six months from the date of estimate. The photographer reserves the right to revise and re-negotiate this estimate after this period has expired. Any unauthorised use of the photograph(s) by the client, beyond the usage constraints agreed, will be subject to further usage fees. The photographer reserves the right in all cases (unless expressly agreed beforehand with the client) to use the photograph(s) at any time for the purposes of promoting himself or his work. After the exclusivity period indicated and agreed in the usage license, the photographer shall be entitled to use, and to license others to use, the photograph(s) for any other purposes. Fees negotiated for any further uses licensed will not be conditional on the exercise of the further rights granted and will be payable when invoiced. Any usage extensions must be negotiated with the photographer.
4) INDEMNITY. The photographer shall only be responsible for obtaining clearance in respect of third party copyright works, trademarks, designs designs or other intellectual property if this has been expressly agreed in writing before the shoot. In all other cases, the client shall be responsible for obtaining such clearances and will indemnify the photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
5) PAYMENT. All figures provided are estimates and not a quotation, therefore please allow for a 10% contingency budget on all estimates. Expenses and production costs are payable in advance of the photographic shoot or on demand, whichever is applicable. Terms of payment are immediate on invoices for expenses in advance. For individual artists payment is requested within 7 days of delivery/transfer of images. For commercial clients, payment is required within 30 days from delivery/transfer of images. Transfer of files is via WeTransfer and will be available for 7 days from date of transfer. Unless agreed in writing, if images are not downloaded within 7 days, re-transfer of images will only be made upon full payment of invoice. All fees for the right to use the photograph(s), once agreed, are payable irrespective of whether the usage is appropriated or not. The photographer reserves the right to charge 2% interest per month (or part thereof) on amounts overdue.
6) CONTINGENCY 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 be liable to pay such expenses or fees at an agreed rate in addition to that which has been estimated.
7) REJECTION. If the client is not present during the shoot, then the photographer’s interpretation of the brief is deemed to be acceptable to the client. Unless stated in writing on the day of the shoot, there is no right to reject the photograph(s) on the basis of style or composition unless otherwise expressly agreed in writing prior to the shoot.
8) CANCELLATION/POSTPONEMENT/RESHOOT. If a confirmed shoot is cancelled, postponed or it is necessary to reshoot for reasons outside the control of the photographer (including, but not limited to unsuitable weather/light), the following fees plus expenses in all cases are applicable:
Upon cancellation of shoots of two days duration or fewer –
- Within two days notice = 100% of fees plus expenses incurred.
- Between three and six days notice = 75% of fees and expenses incurred.
- Seven days’ notice and over = 25% of fees and expenses incurred.
Upon cancellation of shoots over two days’ duration –
- Within the number of shoot days or fewer = 100% of fees plus expenses.
- Within twice the number of shoot days = 75% of fees and expenses.
- Over twice the number of shoot days = 25% of fees and expenses.
9) RIGHT TO CREDIT. The photographer must be credited on all editorial uses and in other cases if stated on the estimate.
10) LIABILITY. Photographer’s liability in any case is limited to professional fees, which have been agreed. The photographer shall not be liable to the client for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of, or in connection, with the shoot.
11) THIRD PARTIES. Bookings of all third party suppliers are subject to such terms and conditions as these parties may impose, which will be made available on request. Model fees cover modelling time and usage as stated on the estimate. The photographer takes no liability for model fees incurred due to additional use of images above and beyond the usage stated on the final invoice. It is the client’s responsibility to contact models and/or models’ agents directly unless otherwise agreed.
12) CONFIDENTIALITY. It shall be the sole responsibility of the client to arrange for the photographer plus any third party involved to enter into any confidentiality agreement. The photographer cannot be held liable for any breach of confidentiality by any third party.
13) APPLICABLE LAW. This agreement shall be governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the English courts, to whom all parties submit.
14) VARIATION. These terms and conditions shall not be varied except by agreement in writing from all parties concerned.