Photography Terms & Conditions
Please note that all services that Touch are contracted to provide or produce are subject to our terms of business. To follow are our standard terms for reference, however when becoming a client, you will receive a copy of these terms, specifically relating to your project[s].
Definitions
For the purpose of this agreement “TOUCH” and “the CLIENT” shall where the context so admits include their respective assignees, sub-licensees and successors in title.
In cases where TOUCH’s client is a direct client [ie. with no agency or intermediary], all references in this agreement to both “TOUCH” and “the CLIENT” shall be interpreted as references to TOUCH’s client.
“Photographs” means all photographic material furnished by TOUCH, whether transparencies, negatives, prints, digital image files or any other type of physical or electronic material.
This Agreement
These terms shall apply to all work in which we are engaged by you and should be read in conjunction with other proposals, quotations or similar communications [including emails]. Where these terms differ from specific terms outlined in any other communications, the latter will apply. By agreeing to, by sending us instructions or by allowing us to start work on your project, you shall be deemed to have accepted these Terms of Business. Each project in which we perform services or provide products may, at our option, be treated as a separate contract between the two parties. Any agreed variation to these Terms must be confirmed in writing by us to you in order to be effective. Any decision by us not to enforce any of these Terms shall not prejudice our rights under these Terms at any time. Every contract between us shall be governed by and construed in accordance with English law. If any issue or dispute arises between us relating to your matter [whether in contract or in tort], the English Courts shall have exclusive jurisdiction to determine such issue or dispute. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
Copyright
The entire copyright in the Photographs is retained by TOUCH at all times in all regions and territories throughout the world.
Ownership of Materials
Title to all Photographs remains the property of TOUCH. When the Licence to Use the material has expired the photograph[s] or image file[s] must be returned to TOUCH in good condition within 30 days.
Use / Usage
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 TOUCH’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 and product as stated on the front of the form and its benefit shall not be assigned to any third party without TOUCH’s permission. Accordingly, even where any form of ‘all media’ Licence is granted, the TOUCH’s permission must be obtained before any use of the Photographs for any other purpose[s]. 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 [and paid in full] before such further use is granted. Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these terms and conditions.
Exclusivity
The CLIENT will be authorised to publish the Photographs to the exclusion of all other persons. However, TOUCH retains the right in all cases to use the Photographs in any manner at any time and in any location, region or territories throughout the world for the purposes of advertising or otherwise promoting their work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for any purposes.
Client Confidentiality
TOUCH 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 photography project[s], save as may be reasonably necessary to enable TOUCH to carry out their obligations in relation to the commission. A separate confidentiality agreement will be provided and must be signed by both parties ahead of commencement of the project[s].
Indemnity
TOUCH agrees to indemnify the CLIENT against all expenses, damages, claims and legal costs arising out of any failure by TOUCH to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. TOUCH 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 TOUCH against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
Payment
The CLIENT agrees to pay TOUCH in accordance with the terms specified in each estimate/quotation or other communications [including emails]. In certain instances, TOUCH reserve the right to request that 50% of the project cost be paid before work begins. Unless otherwise specified, all invoices are payable strictly within 30 days of the date of invoice although new clients may be requested to pay their first invoice on presentation before goods/services are released. We reserve the right to refuse completion or delivery of work until past due balances are paid. If the invoice is not paid, in full, within 30 days TOUCH reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debt [Interest] Act 1998 from the date payment was due until the date payment is made. If we incur expenses when collecting our invoices, we will be entitled to reasonable fees, court costs and interest at the maximum rate permitted by law. All materials or property belonging to the CLIENT, as well as work performed on the CLIENT’s behalf may be retained as security until all just claims against the CLIENT are satisfied.
Expenses
Where extra expenses or time are incurred by TOUCH as a result of alterations to the original brief by the CLIENT, or otherwise at their request, CLIENT shall give approval to and be liable to pay such extra expenses or fees at TOUCH’s normal rate to TOUCH in addition to the expenses shown as having been agreed or estimated. Expenses are payable when incurred in the process of carrying out work on behalf of the CLIENT. Any out-of-pocket expenses reasonably incurred in the performance of duties will be itemised on each invoice. Receipts and/or documentation relating to expenses can be provided, however a request for such, must be made before any expenses are incurred. Vehicle mileage is charged at £0.40 [forty pence] per mile and all other travelling expenses [eg. parking] are chargeable at cost. Fees for our services do not include additional purchases as dictated by the project such as [but not limited to] printing, colour printouts, illustrations, separations, set design/build, accessories, hair/makeup, costumes, shipping/handling or courier services and if applicable, these services are charged at cost.
Revisions, Overtime and Reshoots
In the event a shoot extends beyond 8 [eight] consecutive hours, TOUCH may charge for such excess time of assistants and freelance staff at the rate of double their set hourly rates. The CLIENT will be charged a 100% fee and all expenses for any reshoot required by CLIENT. For any reshoot required due to any reason outside the control of CLIENT, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance or the fault of a third party, TOUCH will charge no additional fee, and CLIENT will pay all expenses. If TOUCH charge for special contingency insurance and is paid in full for the shoot, CLIENT will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.
New work requested by CLIENT and performed by TOUCH after a estimate/quotation or similar has been approved and/or is undertaken, is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate/quotation, a revised estimate/quotation will then be submitted by TOUCH. Additional fees must be agreed by both parties before any further work proceeds. CLIENT alterations and other changes requested after final artwork, layouts or mechanicals are completed will be invoiced at standard hourly rates. CLIENT requested changes will be invoiced additionally and the CLIENT will be notified of any price changes or additional costs in advance of such work commencing.
Acceptance & Rejection
The CLIENT shall be deemed to have accepted the work as being completed in line with the initial estimate/quotation or other agreement and shall be bound to pay unless written notice of rejection is received by TOUCH with 7 [seven] days of completion. Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
Cancellation & Postponement
A booking is considered firm as from the date of confirmation and accordingly TOUCH will not take further bookings for this date and time. However, TOUCH will, at their discretion, charge a fee for cancellation or postponement – this may be up to 50% of the overall estimated fee. The term of this agreement will continue for work in progress until completed or terminated by either party upon 30 [thirty] days written notice. If the CLIENT directs TOUCH at any time to cancel, terminate or “put on hold” any previously authorised work or purchase[s], we will promptly do so, provided TOUCH are held harmless for any cost incurred as a result. Upon termination of this agreement, TOUCH will transfer to CLIENT all property and materials in our control and for which the CLIENT has paid. The CLIENT will indemnify and hold TOUCH harmless for any loss or expense [including any fees], and agree to defend TOUCH in any actual suit, claim or action arising in any way from our working relationship.
Right to Credit
Unless prior agreement is obtained to the contrary, TOUCH is entitled to a photo credit. This ensures that a credit to TOUCH will be printed on or in reasonable proximity to all published reproductions of the Photograph[s]. TOUCH also assert their 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 thereof. TOUCH reserve the right to use, distribute or publish any work created for the CLIENT, as promotional samples for our portfolio [either printed or online or both], brochures, slide presentations and similar promotional media.
Electronic Storage
Save for the purposes of reproduction for the licensed use[s], the Photographs may not be stored in any form of electronic medium without the written permission of TOUCH. Manipulation of the image or use of only a portion of the image may only take place with the expressed, written permission of TOUCH. TOUCH agree to store computer disks containing the work for a period of 6 [six] months beyond the delivery of a project. Thereupon, we reserve the right to discard them unless specifically requested not to do so.
Rights of Ownership
Once a project has been delivered and is fully paid for by CLIENT, TOUCH will assign the reproduction rights of the photograph[s] and/or digital image files[s] for the use[s] as described in the proposal. The rights to all photograph[s] and/or digital image files[s], created either by TOUCH or by independent or retained photographers working on behalf of the CLIENT, remain with the individual photographer or digital artist. Unless a purchase of “All Rights” is negotiated and agreed with TOUCH, you may not use or reproduce the photograph[s] and/or digital image[s] or other such design or the images therein for a purpose other than the one[s] originally stipulated.
Telecommunications
TOUCH are not responsible for any errors, omissions or extra costs that result from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment. Where applicable, CLIENT shall pay for transmission[s] charges.
Applicable Law
This agreement shall be governed by the laws of England & Wales.
Variation
These Terms and Conditions shall not be varied except by agreement in writing.
Further Information
For further information on any aspect of this confidentiality agreement or for clarification on any part of the project we shall carry out on your behalf, please contact:
Touch
11 Trident Park, Blackburn, Lancashire, BB1 3NU
Tel: 01254 602260 Email: info@touchagency.com
