For the purposes of this agreement, “the Client” is the party commissioning the “the Studio” which is the legal entity known Meadows Farm Studios Ltd, or MFS, which employees Richard Pinches as a principal photographer and videographer. Any other work completed by an associate, assignees, sub-licensees and successors of “the Studio” is also governed by these Terms and Conditions. “the Client” shall, where the context so admits, include its respective assignees, sub-licensees and successors in title. “imagery” means all photographic or videographic material furnished by “the Studio”, whether transparencies, negatives, prints, tapes, discs or any other type of physical or electronic material.
2) COPYRIGHT AND OWNERSHIP OF MATERIALS
The entire copyright in the photographs or video and ownership of all physical materials is retained by the “the Studio” at all times throughout the world. Where imagery is stored electronically, they must be erased at the conclusion of the agreed usage period..
The Licence to Use (normally the invoice) comes into effect from the date of full payment of the relevant invoice(s). No use may be made of the photographs or video before payment in full of the relevant invoices(s) without the “the Studio” express permission. 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 Client is put into receivership or liquidation. The period of usage commences from date of first use (or 6 months after shoot date, whichever is sooner, unless otherwise agreed). Photography or video fees are based on a Licence to Use the Photographs or video within the constraints specified on the estimate. The Licence to Use only applies to the advertiser and products as stated on the invoice and its benefit shall not be assigned to any third party without the “the Studio” ‘s written permission. Accordingly, even where any form of ‘All Media Licence’ is granted, the “the Studio”’s permission must be obtained before any use of the Photographs or video for other purposes e.g. use in relation to another product or sub-licensing through a photolibrary.
Permission to use the photographs or video for purposes outside the terms of the Licence to Use will normally be granted upon payment of a further fee. Any future changes / extensions to the Licence to Use must be negotiated with “the Studio”. Any estimates of usage fees to the Client are valid for a period of three months only (excepting such terms as model agencies may impose) from the date of the estimate. Any unauthorised use of the Photographs will be charged at the maximum percentage stated in the Association of Photographers’ re-usage guidelines and this will supersede any previous estimate usage. All further licences in respect of the photographs or video will be subject to ”theStudio”: terms and conditions. Fees negotiated for any further uses licensed will not be conditional on the exercise of the further rights granted and will be payable once invoiced. Any usage extensions must be negotiated with Richard Pinches Photography.
The Client will be authorised to publish the Photographs or video to the exclusion of all other persons including the “the Studio”. However, the “the Studio”. retains the right in all cases to use the Photographsor video in any manner, at any time and in any part of the world for the purpose of advertising or otherwise promoting “the Studio” on social medoa and various web platforms unless otherwise agreed. An exclusivity period of five years is granted to the client unless otherwise agreed. After the exclusivity period the “the Studio” shall be entitled to use and license others to use the photographs or video for any purposes.
6) CLIENT CONFIDENTIALITY
“The Studio” will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence for the purposes of the booking, save as may be reasonably necessary to enable the “the Studio” to carry out its obligations in relation to the commission.
“The Studio” shall only be responsible for obtaining any clearances in respect of third party copyright works, trade marks, 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 “the Studio” against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
Payment by the Client is expected for the commissioned work within 30 days of the issue of the relevant invoice. If the invoice is not paid in full within 30 days the “the Studio” reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made.
All figures provided are estimates and not a quotation, and the Client should therefore allow a 10% contingency budget in all cases. All estimated costs are VAT exclusive. All expenses and production costs must be paid in advance of the shoot or on demand as applicable. “the Studio” will work within the agreed cost estimate ceiling, but individual costs within the estimate may vary at his/her discretion to enable the most effective pursuance of the brief. Back-up receipts can only be provided if requested prior to shoot confirmation. If “back-up” is required there will be an accountancy charge of 1.5% of the shoot total subject to a minimum charge of £250 and a maximum of £600. Where extra expenses or time are incurred by “the Studio” as a result of alterations to the original brief by the Client, or otherwise at its request, the Client shall be liable to pay such extra expenses or fees, at the “the Studio”’s normal rate, in addition to the original estimate agreed.
If the Client is not present during the shoot then the “the Studio” interpretation of the brief is deemed acceptable to the Client. There is no right to reject on the basis of style or composition. In the event of any rejection, Fees payable to “the Studio” should be 100% of professional fees estimated or the stated B.U.R. rate per day, whichever is greater. “the Studio” reserves the right to charge any Expenses (as defined below) to client.
11) STUDIO HIRE
Where “the studio” temporally allows part use of the building for a short term hire to “the client” the use of the studios would be in accordance with clause B11 of the “the studio” lease in that “the studio” would not be subletting, parting with possession or sharing the occupation of the whole or any part of the premises. The studios are used by “the client” on per day basis. They are therefore given permission to make use of the studios but as a matter of law “the studio” is not parting with possession or sharing occupation in any way. “the studio” remains fully in control and in occupation of the premises. “the client” merely has access and are allowed to use the studio(s) at times agreed
12) CANCELLATION & POSTPONEMENT
If a confirmed shoot or hire is cancelled or postponed for reasons (including unsuitable weather / light) outside the control of “the studio”, then “the studio” reserves the right to charge a cancellation fee at the following rates together with all incurred expenses: On shoots of two days duration or less, cancellation within 24 hours notice = 100% of fees + expenses. Between 48 hours notice & 24 hours notice = 50% fees + expenses. 3 to 6 days notice and over = 20% fees + expenses. On shoots in excess of 2 days duration, cancellation within the number of shoot days or less =100% of fees + expenses, within twice the number of shoot days = 50% fees + expenses, in excess of twice the number of shoot days 25% fees + expenses. ‘Fee’ means “the studio” fees as they appear on the estimate. ‘days’ mean working days. ‘shoot duration’ includes all shoot, travel, recce, preparation or test days. ‘The Shoot’ is defined as the number of confirmed days whether the job is undertaken as a whole or in separate parts. ‘Expenses’ include any and all costs incurred by the “the studio” pursuant to the client’s brief.
13) STUDIO’S LIABILITY
“the Studio” entire liability to the Client in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with any shoot carried out for the client shall be limited to the “the studio” agreed fees in relation to that shoot. The “the studio”, 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 whether caused by the negligence of the “the studio” which arise out of or in connection with the booking. Notwithstanding the above, nothing in these terms and conditions excludes or limits the liability of the “the studio”, for death or personal injury caused by the “the studio” negligence or that of his/her employees, agents or sub-contractors, for any fraudulent statement or act or for any matter which it would be illegal for the Photographer to exclude or attempt to exclude his/her liability.
14) THIRD PARTY TERMS
Bookings of third party suppliers, including models, are subject to such terms and conditions as these parties may impose and are available on request. Model fees estimated cover modelling time only and not usage unless otherwise stated on the estimate. Items created specifically for the shoot shall remain the property of the originator unless agreed otherwise.
15) ELECTRONIC STORAGE
Where The imagery is captured / delivered to client in digital format, after first delivery of images it is The client’s responsibility to archive these images. The client should treat the delivered files carefully, (noting that CD and DVD and hard drives are not totally reliable archival media) and keep a safe copy for the duration of the license. Neither The “the studio”, nor The Agent will archive any shoot material unless by prior written agreement.
Save for the purposes of reproduction for the licensed use(s), the Photographs of videos may not be stored in any form of electronic medium nor passed onto any third party, including for the avoidance of doubt any associated or branch office of the Client, without the written permission of the Photographer. Manipulation of the image or use of only a portion of the image may only take place with the permission of the Photographer.
16) APPLICABLE LAW
This agreement shall be governed by the laws of England & Wales and subject to the exclusive jurisdiction of the English Courts.
These Terms and Conditions shall not be varied except by agreement in writing signed by both parties.
20) ENTIRE AGREEMENT
This agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangements not expressly set forth in this agreement save for any representation made fraudulently.