Terms and conditions of commissioning and reproduction of images
1. In this Agreement the terms (a) image includes a digital image, digital scan, photograph, transparency, negative, 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 image 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 images is retained by PhatSheep Photography at all times throughout the world.
(b) PhatSheep Photography supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those images in a given context. No property or copyright in any images shall pass to the Client whether on its submission, or on PhatSheep Photography's grant of reproduction rights in respect thereof.
(c) PhatSheep Photography asserts both their moral right to be identified as the author of their 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 image reproduced by the Client omits the copyright notice or credit line specified by PhatSheep Photography any fee payable by the Client shall be subject to an increase specified by PhatSheep Photography, and in any event an increase of not less than 25%
3. (a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on PhatSheep Photography's invoice. An agreement must be reached with PhatSheep Photography before the images 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.
(c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any image 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) PhatSheep Photography 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 granted by PhatSheep Photography to the Client:
(a) Internal Use only: The right to use the images 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 images as described in 4(a); plus a licence for third parties to reproduce such images 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 images once only for the purpose as described on the invoice.
(d) Editorial: One reproduction only of images supplied within one print edition of the specified title in an editorial context only.
5. (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 PhatSheep Photography in writing of any loss or misuse of, or damage to the images while in the Client's possession or that of any third party. If an image is not returned within four weeks of the date for return then PhatSheep Photography may in their sole discretion presume it to be lost.
(b) The Client shall be liable to pay compensation to the PhatSheep Photography in respect of each image lost or damaged. Payment of compensation does not give rise to any rights in any image. Compensation levels for the images are available from PhatSheep Photography upon request. These levels are a genuine pre-estimate of the loss which would be suffered if such an image 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 images delivered (n.b. applies to transparencies, prints and artwork only - not digital images on disc).
(c) Every effort will be made to archive the images indefinitely by PhatSheep Photography. However, PhatSheep Photography makes no warranty about the nature of its archive past the date of first delivery of final images. Clients should treat the delivered files carefully, and we recommend that you keep a safe copy for the duration of the license.
6. (a) Once the Client has made a booking for a specific time and date, PhatSheep Photography 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 PhatSheep Photography.
7. (a) Until PhatSheep Photography has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any image. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby PhatSheep Photography 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 PhatSheep Photography may in their discretion cancel subject to the Client paying a cancellation fee.
(b) The Client's right to reproduce an image arises only when PhatSheep Photography'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 PhatSheep Photography to rescind the Agreement and rendering the Client liable for the payment of damages.
(c) PhatSheep Photography's invoice shall be paid within 30 days of issue.
(d) If payment is not made in accordance with (a) above then PhatSheep Photography may rescind this Agreement and recover damages, or, at their option, may exercise their 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 30 days from the issue date, and that PhatSheep Photography may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
(f) A fee of £10.00 (including VAT) 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.
8. 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, PhatSheep Photography may at any time thereafter inspect any records, accounts and books relating to the reproduction of their images to ensure that the images are being used only in accordance with the reproduction rights granted to the Client.
9. (a) PhatSheep Photography will edit every take and deliver digital e-proofs of what they consider to be the best of every situation covered. As a result, printed contact sheets will only be supplied to the client if agreed so beforehand and will incur a charge for their production.
(b) No addition to, deletion from or alteration to or adaptation of an image may be made without the written permission of PhatSheep Photography.
(c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
(d) All files are delivered as colour AdobeRGB1998.tif files or sRGB.jpg files as requested. Client assumes all responsibility for any RGB to CMYK prepress work required. Client agrees to hold harmless PhatSheep Photography from any claims arising from such work. PhatSheep Photography is not responsible for how images render on websites. PhatSheep Photography's liability for all claims shall not exceed in any event the total amount paid under this invoice.
10. In the case of printed publications, copies of the relevant pages containing any image supplied are to be furnished to PhatSheep Photography free of charge within two weeks upon request. In other media, evidence of use must be made available if requested.
11. (a) While PhatSheep Photography takes all reasonable care in the performance of this agreement generally, they 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 image or its caption.
(b) The Client agrees to indemnify PhatSheep Photography in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Client by PhatSheep Photography.
(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 PhatSheep Photography 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 image. In the event that the image issued or reproduced by or with the authority of the Client then the Client shall indemnify PhatSheep Photography against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
12. (a) This Agreement shall be subject to and constructed according to Scottish Law.
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
13. Payment terms are strictly 30 days from date of invoice by crossed cheque made payable to "PhatSheep Photography" or by automated credit transfer (BACS). BACS details will be supplied with our invoice if this is a more convenient method of payment. 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.
We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment of commercial debts act if we are not paid according to agreed credit terms.