TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF PICTURES
1. In this Agreement the terms
(a) Picture includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction:
(b) 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.
(c)The Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).
2. (a) The entire copyright in the pictures is retained by James Lightbown at all times throughout the world.(b) James Lightbown 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 it’s submission or on James Lightbown’s grant of reproduction rights in respect thereof.(c) James Lightbown 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.(d) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by James Lightbown any fee payable by the Client will be subject to an increase specified by James Lightbown, and in any event an increase of no less than 25%
3. (a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on James Lightbown's invoice or Licence Form (if provided). An agreement must be reached with James Lightbown before the pictures are used for a different purpose or after the licence to use has expired.
(b) Reproduction rights are not issued exclusively to the Client except when specified on the invoice or accompanying Licence Form (if provided). (c) 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.
(d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied. (e) James Lightbown reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
4. The following terms are used when describing the reproduction rights on an invoice granted by James Lightbown to the Client:
(a) 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.(b) PR and Press distribution: The right to use the pictures as described in 4(a); 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.
(c) Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice.(d) Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.At the discretion of James Lightbown in the case of advertising photography a more in depth image specific Licence Agreement may be issued.
5. The Agency and Advertiser will be authorized to publish the Photographs to the exclusion of all other persons including James Lightbown for the duration of the Exclusivity Period as stated on the Licence to Use form (if provided). However James Lightbown retains the right in all cases to use the photograph in any manner, at any time, in any part of the world for the purposes of advertising or otherwise promoting his work. After the exclusivity period, indicated in the Licence to Use has expired, James Lightbown shall be entitled to use the Photograph(s) for any purpose.
6. (a) Risk in and responsibility for any original transparencies or prints passes to the Client from the time they are received until their safe return. The Client shall immediately inform James Lightbown in writing of any loss or misuse of, or damage to the pictures while in the Client's possession or that of any third party. If a picture is not returned within four weeks of the date for return then James Lightbown may in his sole discretion presume it to be lost.(b) The Client shall be liable to pay compensation to James Lightbown in respect of each picture lost or damaged. Payment of compensation does not give rise to any rights in any picture. Compensation levels for the pictures are available from James Lightbown upon request. These levels are a genuine pre- estimate of the loss which would be suffered if such a picture were to be lost or damaged. The Client is urged to request these figures and to take out insurance cover to cover the total value of the pictures delivered.
7. (a) Once the Client has made a booking for a specific time and date, James Lightbown will not accept any other work from other clients for those times and dates.
(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within two weeks of any confirmed date, a fee of 50% of the booked time rate will be charged. When a client cancels photography within one weeks of any confirmed date, a fee of 100% of the booked time rate will be charged. In addition to this cancellation fee, the client will be charged for any expenses already incurred by James Lightbown.
8. (a) Until James Lightbown has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby James Lightbown is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights James Lightbown may in his discretion cancel subject to the Client paying a cancellation fee.
(b) The Client's right to reproduce a picture arises only when James Lightbown's invoice relating to the granting 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 James Lightbown to rescind the Agreement and rendering the Client liable for the payment of damages.(c) James Lightbown’s invoice shall be paid within 28 days of issue. In the event of payment not being made within the 28 day period any offered discount will be cancelled and the full amount is liable.(d) If payment is not made in accordance with (a) above then James Lightbown may rescind this Agreement and recover damages, or, at his option, may exercise his statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998.(e) 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 28 days from the issue date, and that James Lightbown may consider these invoices as overdue when pursuing legal action for the recovery of said debts.(f) A fee of £20 will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.(g) As a guide to charges that will be made to an overdue invoice. Duplicate Invoices will be sent out monthly. This guide is shown to clarify James Lightbown 's charges for late payment, and publication of them does not constitute a right to pay an invoice after the Due Date.(h) James Lightbown reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of pictures, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
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, James Lightbown may at any time thereafter inspect any records, accounts and books relating to the reproduction of his pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
10. (a) James Lightbown will edit every take and deliver what he considers to be the best of every situation covered. As a result, contact sheets (or their digital equivalent) will only be supplied to the client in exceptional circumstances.
(b) No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of James Lightbown. (c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
11. In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to James Lightbown free of charge within two weeks. In other media, evidence of use must be made available if requested.
12. (a) While James Lightbown takes all reasonable care in the performance of this agreement generally, he 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.(b) The Client agrees to indemnify James Lightbown 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 James Lightbown.(c) 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 James Lightbown 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, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify James Lightbown against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
13. This Agreement shall be subject to and constructed according to British Law and the parties agree to accept the exclusive direction of the UK Courts. 14. No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
Note: For more information on the commissioning of advertising photography refer to the interim guidelines produced by the Association of Photographers.