1.  DEFINITIONS
For the purpose of this agreement ‘the Agency’ and ‘the Advertiser’ shall where the context so admits include their respective assignees, sub-licences and successors in title.  In cases where the Photographers client, is a direct client (i.e with no Agency or intermediary), all references in this agreement to both the ‘the Agency’ and ‘the Advertiser’ shall be interpreted as references to the Photographer’s client.
‘Photographs’ means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material.

2.  COPYRIGHT
The entire copyright in all  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 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 that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation.
The Licence only applies to the advertiser and product as stated on the front of the form 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, e.g. use in relation to another product or sub-licensing through a Photo Library.
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 further use.

5.  EXCLUSIVITY
The agency and advertiser 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 purposes.

6. CLIENT CONFIDENTIALITY
The Photographer will   keep confidential and will  not disclose to any third  parties or make use of material  or information  communicated to him/her in confidence for the purposes of the 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 Agency and the Advertiser against  all  expenses,  damages,  claims  and legal costs arising  out of the failure  by the Photographer to obtain 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 Agency 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. PAYMENT 
Payment by the Agency will be expected for the commissioned work within 30 days of the issue of the relevant invoice. If the invoice is not paid, in full, within 30 days The Photographer 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.

9. EXPENSES
Where extra payment or time are incurred by the Photographer as a result of alterations to the original brief by the Agency or the Advertiser, or otherwise at their  request,  the Agency 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.

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

11. CANCELLATION & 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.

12. RIGHT TO A CREDIT       
If the box on the estimate and the licence marked “Right to Credit” has been ticked, the Photographer’s  name will  be printed on or in a reasonable proximity  to all  published reproductions  of the Photograph(s).  By ticking the box overleaf,  the Photographer 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  thereof.

13. ELECTRONIC STORAGE
Save for the purposes of production for the licensed 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 may only take place place with the permission of the Photographer.

14. APPLICABLE LAW
This agreement shall be governed by the laws of England and Wales.

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