James King-Holmes

TERMS AND CONDITIONS OF TRADE

Jan 1 2009


1. DEFINITIONS - For the Purpose of this agreement 'the Client' shall, where the context so admits include that Client's assignees, sub-licensees and successors in title. 'Photographs' means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material. All contracts are only accepted on the basis that these Terms and Conditions are the only ones applicable. Other terms and conditions proffered by the client are specifically excluded.

2. COPYRIGHT - Copyright in the Photographs is retained by the Photographer at all times throughout the world.

3. OWNERSHIP OF MATERIALS - Title to all Photographs remains the property of the Photographer. When the Licence to use the material has expired the Photographs must, on request, be returned to the Photographer in good condition within 30 days.

4. USE - The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer's express 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. The Licence only applies to the Client as stated on the Licence and 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" licence is granted, the Photographer's permission must be obtained before any use of the Photographs for other purposes. Permission to use the Photographs for purposes outside the terms of the licence will normally be granted upon payment of a further fee, which must be mutually agreed before such use.

5. EXCLUSIVITY - The Client will be authorised to publish the Photographs to the exclusion of all other persons including the Photographer. However the Photographer retains the right in all cases to use the Photographs in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting his/her work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for any purpose.

6. CLIENT CONFIDENTIALITY - The Photographer will keep confidential and will not disclose to third parties or make use of material or information communicated to him/her in confidence for the purpose of photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission.

7. INDEMNITY - The Photographer agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed 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.

8. PURCHASE ORDERS. - The Client shall issue a purchase order to cover all work. Where time is of the essence the Photographer, entirely at his own discretion, may accept an instruction given orally but the client will be asked to provide a written order as an additional authority to the verbal instruction. The Photographer will issue a written confirmation with these Terms & Conditions displayed to verify the commencement of the contract. In the event of the absence of a client's written order this firm shall accept no liability for any error in executing the order.

9. PAYMENT - Where credit has been sanctioned, payment by the Client will be expected for commissioned work within 30 days of the issue of the relevant invoice. Thereafter, further charges will be made for any additional statement, letter (whether as an email, fax, etc) issued for the recovery of the outstanding debt of not less than £15.50 plus VAT and all other costs for the recovery of debts including bank charges at the current rate plus 8% and VAT. LATE PAYMENT OF COMMERCIAL DEBTS (INTEREST) ACT 1998 will be strictly enforced.

10. 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 give approval to and be liable to pay such extra expenses or fees at the Photographer's normal rate to the Photographer in addition to the expenses shown overleaf as having been agreed or estimated.

11. REJECTION - Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

12. CANCELLATION AND POSTPONEMENT - A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion, charge a fee for cancellation or postponement.

13. LICENCE - Images produced for a client are for a specific use only and a licence for this use is issued accordingly. Where uses of an image are made without the author's consent further charges will be made for the breach of this licence. The use of images on the Internet, Websites, emails and such like are strictly forbidden without the author's written consent. The Photographer assert his moral rights to be identified in relation to his/its work as defined in Sections 77 and 78 of the Copyright, Designs and Patents Act 1988. The Licence is granted for immediate use in connection with an agreed client/product. All other rights are reserved.

14. RIGHT TO A CREDIT - If the box on the estimate and the licence marked 'Right to a Credit' has been ticked, the Photographer's name will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). By ticking the box overleaf the Photographer also asserts his/her statutory 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 therof.

15. ELECTRONIC STORAGE - Save for the purposes of production for the licenced use(s), the Photographs may not be stored in any form of electronic medium 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 and Wales.

17. VARIATION -These Terms and Conditions shall not be varied except by agreement in writing.