Terms & Conditions.
TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF PICTURES FROM CHRIS VAUGHAN PHOTOGRAPHY LIMITED
1. Terms and Definitions:
1.1 picture includes a photograph, images, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction;
1.2 reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means;
1.3 the Photographer (otherwise known as Chris Vaughan, or any other person working as a sub-contractor for the company) is the Author of the photograph or the Photographer.
1.4 the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party);
1.5 Chris Vaughan Photography Limited administers the licensing of the works of the Photographer, Chris Vaughan and any other person working as a sub-contractor for the company.
1.6 These terms and conditions represent the entirety of the agreement between Chris Vaughan Photography Limited and the Client. Any variation is only applicable when agreed in advance and in writing.
2. Copyright and Ownership of Materials:
2.1 The entire copyright in the pictures is retained by the Photographer, Chris Vaughan at all times throughout the world and is administered by Chris Vaughan Photography Limited;
2.2 Title to all photographs remains the property of the Photographer;
2.3 Images will be licensed for use without a time restriction. Should images be licensed for use for a specified period, the client will be notified in writing in the photographic proposal. When the License to Use has expired, the images should be returned to the Photographer and a written undertaking given that all digital files have been destroyed. The Client is expected to comply with this requirement within 30 days of expiration of the License to Use. The Photographer reserves the right to make an additional charge for continued use after this period;
2.4 The Photographer, as administered by Chris Vaughan Photography Limited, supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Chris Vaughan Photography Limited’s grant of reproduction rights in respect thereof;
2.5 Chris Vaughan asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988;
2.6 Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Chris Vaughan Photography Limited any fee payable by the Client shall be subject to an increase specified by Chris Vaughan Photography Limited, and in any event an increase of not less than 25%.
3. Use and Reproduction:
3.1 Permission to use images immediately is granted, however, this permission will be immediately revoked if payment of the invoice is not made by the timescale stated on the invoice;
3.2 Should The License to Use the images be withdrawn by Chris Vaughan Photography Limited, the Client must cease using the images and all printed literature must be withdrawn from use.
3.3 Reproduction rights (if granted) are strictly limited to the use and period of time specified on Chris Vaughan Photography Limited’s invoice. An agreement must be reached with Chris Vaughan Photography Limited before the pictures are used for a different purpose or after the licence to use has expired;
3.4 Reproduction rights are not issued exclusively to the Client except when specified on the invoice;
3.5 Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights;
3.6 Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied;
3.7 Chris Vaughan Photography Limited reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client;
3.8 In the case of printed publications, two copies of the relevant pages containing any picture supplied are to be furnished to Chris Vaughan Photography Limited free of charge within two weeks. In other media, evidence of use must be made available if requested;
3.9 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 is appointed, Chris Vaughan Photography Limited may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
4. Definitions of Reproduction Rights:
The following terms are used when describing the reproduction rights granted by Chris Vaughan Photography Limited and the Photographer to the Client:
4.1 Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site;
4.2 PR and Press distribution: The right to use the pictures as described in 4.1; plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication;
4.3 Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice;
4.4 Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
5. Booking and Cancellation:
5.1 The Client will be required to confirm via e-mail the acceptance of a quotation provided by Chris Vaughan Photography Limited, which also indicates their acceptance of these Terms and Conditions.
5.2 Once the Client has made a booking for a specific time and date and this date/time has been Confirmed, Chris Vaughan Photography Limited will not accept any other work from other clients for those times and dates;
5.3 As a result, once a booking is Confirmed, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule: (i) When a client cancels a confirmed booking within 10 business days of any confirmed date a fee of 30% of the booked time rate will be charged; (ii) When a client cancels photography within less than 10 business days of any confirmed date, a fee of 50% of the booked time rate will be charged; (iii) When a client cancels photography within less than 3 business days of any confirmed date, a fee of 75% of the booked time rate will be charged; (iv) When a client cancels photography within less that 24 hours of any confirmed date, a fee of 100% of the booked time rates will be charged; (v) In addition to this cancellation fee, the client will be charged for any expenses already incurred by Chris Vaughan Photography Limited.
5.4 If Chris Vaughan Photography Limited – with the agreement of the client – cancels a shoot due to inclement weather/lighting conditions or any other reason beyond Chris Vaughan Photography Limited’s control and the client is unable or unwilling to arrange or agree a suitable new date within either a reasonable and mutually agreed timescale OR 1 calendar month, then the client will be liable to pay 50% of the booked time rate plus any expenses already incurred by Chris Vaughan Photography Limited.
6. Payment Terms:
6.1 Our payment terms are strictly net 30 days unless agreed in advance and in writing;
6.2 Payment by BACS is preferred and bank details will be provided on our invoice. We also accept payment by cheque and crossed cheques should be made payable to “Chris Vaughan Photography Limited”. Please note, when making payment by cheque, proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery.
6.3 If payment is not made in accordance with 6.1 above then Chris Vaughan Photography Limited may rescind any Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998;
6.4 A fee of £17 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuance of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices;
6.5 The Client’s right to reproduce a picture arises only when Chris Vaughan Photography Limited’s invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Chris Vaughan Photography Limited to rescind the Agreement and rendering the Client liable for the payment of damages;
6.6 If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Chris Vaughan Photography Limited may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
7. Rejection:
7.1 Chris Vaughan Photography Limited will edit every take and deliver what it considers to be the best of every situation covered;
7.2 Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
8. Liability and Indemnity:
8.1 While Chris Vaughan Photography Limited takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption;
8.2 The Client agrees to indemnify Chris Vaughan Photography Limited in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Chris Vaughan Photography Limited;
8.3 It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Chris Vaughan Photography Limited gives no warranty or undertaking that any such rights, model releases or consents have 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. In the event that the picture is issued or reproduced by or with the authority of the Client then the Client shall indemnify Chris Vaughan Photography Limited against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
9. Force Majeure or Act of God:
9.1 The due performance of this contract is subject to alteration or cancellation by either party owing to any cause beyond their control.
10. Limitation of Liability:
10.1 In the unlikely event of a total photographic failure or cancellation of this contract by either party or in any other circumstance the liability of one party to the other shall be limited to the total value of the contract. Neither party shall be liable for indirect or consequential loss.
11. Applicable Law:
11.1 This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England;
11.2 No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
11.3 Email communication constitutes a contract in law, unless the Client specifically states they will not accept this and instead provides hardcopy paperwork of all relevant agreements and contracts.
12. Client Confidentiality:
The Photographer and Chris Vaughan Photography Limited will keep confidential and will not disclose to any third parties or make use of information communicated to them in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer or Chris Vaughan Photography Limited to carry out their obligations in relation to the commission.
13. Data Retention:
The corporate information, records and data of Chris Vaughan Photography Limited is important to how we conduct business and we take the protection of such data very seriously. There are legal and regulatory requirements for us to retain certain data, usually for a specified amount of time. We also retain data to help our business operations and to have information available when we need it. To apply for a copy of Chris Vaughan Photography Limited’s Data Retention Policy, contact Chris Vaughan directly by email [[email protected]]