Terms and Conditions
For the purpose of this Agreement, the terms:
(i) "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.
(ii) "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.
(iii) “PBP” shall mean Philip J.A Benton Photography of Unit 4, Loddon Park Farm, New Bath Road, Twyford, Berkshire, RG10 9RY, United Kingdom.
(iv) "Client" shall mean the person/organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).
(v) “PBP Terms” shall mean the terms and conditions set forth herein.
(i) All contracts whether verbal or written are only accepted on the basis that the PBP Terms are the only ones applicable.
(ii) All other terms and conditions proffered by the Client (including, but not limited to, any terms or conditions which the Client purports to apply under any acceptance, purchase order, confirmation of order, specification or other document) are specifically excluded unless agreed in writing beforehand by PBP.
(iii) Confirmation of booking whether verbal or written confirms the Client’s acceptance of the PBP Terms.
(i) The entire copyright in the Image(s) is retained by PBP at all times throughout the world.
(ii) PBP supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce the Image(s) in a given context. No copyright in any Image(s) shall pass to the Client whether on delivery of Image(s) to the Client, or on PBP's grant of Reproduction rights in respect thereof.
LICENCE TO USE/USAGE RIGHTS
(i) Reproduction rights are strictly limited to the use and period of time specified in the licence to use (the “Licence”) set forth in PBP’s invoice. An agreement must be reached with PBP before the Image(s) are used for a different purpose or after the Licence has expired. Rights to use the Image(s) for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, which must be mutually agreed in writing (and paid in full) before such further use.
(ii) Reproduction rights are not issued exclusively to the Client except when specified in the Licence. In addition, such Reproduction rights as are 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. PBP reserves the right to refuse to supply or grant a licence to a third party when requested to do so by the Client.
(iii) Any Reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
(iv) The Licence comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Image(s) before payment in full of the relevant invoice(s) without the express permission of PBP. Any permission which may be given for prior use by PBP in writing will automatically be revoked if full payment is not made by the due date or if the Client is declared bankrupt or put into receivership or liquidation.
(i) Unless agreed to in writing in the Licence, no exclusivity is given or implied to the Client. However, exclusivity will not be unreasonably withheld, but only granted upon the written agreement of PBP before work upon the assignment commences.
(ii) PBP retains the right in all cases to use the Image(s) in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting its work. In any event, after a period of three (3) years from the issue date of the applicable invoice, PBP shall be entitled to use the Image(s) for any purposes.
(i) PBP will keep confidential and will not disclose to any third parties or make use of material or information communicated in confidence for the purposes of the photographic assignment which is marked as confidential or, if disclosed orally, after confirmation in writing to PBP that such information is confidential, save as may be reasonably necessary to enable PBP to carry out its obligations in relation to the photographic assignment.
(i) Unless otherwise agreed in writing, a booking confirmation fee of 50% of the booked rate but not more than £200.00 (excluding VAT) is immediately required from the Client to secure the time and date of the booking.
(ii) Payment terms are strictly fourteen (14) days from date of invoice by automated credit transfer (BACS). BACS details will be supplied with the invoice.
(iii) If payment is not made in accordance with (ii) above then PBP may terminate this Agreement and claim interest on any unpaid amounts at a rate of 3% above the base rate of Barclays Bank plc.
(iv) A fee of £10.00 (excluding VAT) may be made for each reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of an unpaid invoice.
(v) PBP reserves the right to suspend ongoing services, such as (but not limited to) the distribution of the Image(s), once any invoice(s) issued to the Client become overdue.
(vi) PBP or its authorised representative may, subject to giving reasonable notice, inspect any records, accounts and books relating to the Image(s) delivered to the Client by PBP to ensure that the Image(s) is/are being used only in accordance with the Licence.
EXPENSES & REJECTION
(i) Where extra expenses or time are incurred by PBP 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 PBP's normal rate in addition to any expenses previously having been agreed or estimated.
(ii) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
CANCELLATION & POSTPONEMENT
(i) Once the Client has made a booking for a specific time and date, PBP will not accept any other work from other clients for those times and dates.
(ii) 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. If the Client cancels a booking within seven (7) days of any confirmed date, a fee of 50% of the booked rate will be charged. If the Client cancels photography within two (2) days of any confirmed date, a fee of 100% of the booked rate will be charged. In addition to this cancellation fee, the Client will be charged for any expenses already incurred by PBP.
(iii) If the Client wishes to postpone the booking PBP will endeavour, where possible, to reschedule the booking for an agreed time and date without charge.
(i) The Client must satisfy itself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that PBP 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. PBP shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. In all other cases the Client shall indemnify PBP against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
(ii) PBP will not be liable for any consequential loss of profit or income however caused and it is the Client’s responsibility to insure against such loss or damage.
(iii) PBP's liability for all claims arising under this Agreement shall not exceed in any event the total amount paid under this invoice (other than for death or personal injury caused by negligence, fraud or where such limitation of liability is otherwise prohibited by law).
RIGHT TO CREDIT
(i) Philip J.A Benton asserts his moral rights, including the right to be identified as the author of the work, set out in the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.
(ii) Unless otherwise agreed in writing if any Image reproduced by the Client omits the copyright notice or credit line specified by PBP any fee payable by the Client shall be subject to an increase specified by PBP, and in any event an increase of not less than 25%.
DELIVERY OF IMAGES
(i) Unless otherwise agreed in writing, all Image files are delivered as colour Adobe RGB 1998 .tif files or sRGB .jpg files. The Client assumes all responsibility for any RGB to CMYK prepress work required.
(i) Except for the purposes of Reproduction in accordance with the terms of the Licence, the Image(s) may not be stored or archived in any form without the written permission of PBP.
(ii) Unless otherwise agreed in writing PBP will store Digital Data for twelve (12) months from the date of payment of the relevant invoice(s). The Digital Data stored shall be all files pertaining to the Image(s) delivered to the Client.
(iii) Digital Data is stored by PBP on the understanding that PBP is not responsible for the future integrity of that data, or of any failure to retrieve data from PBP’s archive. PBP recommends the Client keep a safe copy for the duration of the License.
(iv) PBP reserves the right to charge a data retrieval fee should the Client require any Image(s) to be retrieved from its archive.
NO THIRD PARTY RIGHTS
(i) Reproduction rights only apply to the Client and Images stated in the Licence.
(i) This Agreement shall be governed by the laws of England and Wales.
(i) This Agreement shall not be varied except by agreement in writing by the Client and PBP.