Carlé & Moss Commercial Photography Terms of Contract 2022
It is agreed that the following terms set out the total agreement made between the parties and that no variation or modification of this contract shall be effective unless agreed by both parties in writing.
(a) For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. In cases where the Photographer’s Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Agency “and “the Client” shall be interpreted as references to the Photographer’s Client.
(b) For the purpose of this agreement “The Photographer” will mean Carlé & Moss Commercial Photography. And shall where the context so admits include their respective assignees, sub-licensees and successor in title.
(c) “Photographs” and “Works” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed.
(d) All contracts verbal or written are only accepted on the basis that the Terms of Contract of the Photographer are the only ones applicable. Payment of the non-refundable booking fee will count as acceptance of this Contract.
(e) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer.
(f) Where time is of the essence the Photographer entirely at his/her own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order.
(g) Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so.
(h) When a Client’s policy is not to rely on email confirmations, hardcopy paperwork must be supplied, if none is provided, then the email traffic will constitute a contract in law.
(a) The Photographer/ Carlé & Moss Commercial Photography retains the entire copyright in the Photographs and Works at all times, throughout the World and
(b) Where reproduction of Works has taken place and settlement has not been made, the Photographer/ Carlé & Moss Commercial Photography will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988.
(c) Charges (ref 2.b above) can be found at the end of this contract information.
3. OWNERSHIP OF MATERIALS.
(a) Title to all Photographs remains the property of the Photographer/ Carlé & Moss Commercial Photography.
(b) When the License to Use has expired the Client must request a renewal of the licence from the Photographer within 30 days of expiry or this will be deemed as the end of the contract and a renegotiation will be required.
(c) Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice.
4. STILLS IMAGES AND IMAGE REPRODUCTION.
(a) It is the responsibility of the Client to have a representative on location on the day of the shoot to sign off images in their raw state. The images will be available to review on the Photographer’s iPad via the CamRanger photographic review system. The representative will be required to sign a confirmation document confirming their approval of the images in their raw state. This is for stills photography only.
(b) All image sizes are nominal. The Carlé & Moss Commercial Photography team will provide a pleasing colour balance but cannot guarantee exact colour matching owing to anomalous reflectance caused by a combination of certain dyes and materials especially man-made fibres, etc. It is sometimes impossible to record on film or digitally the exact colour as seen by the human eye.
(c) When processing images, the Photographer will endeavour to achieve a pleasing overall colour balance based on natural flesh tones. It is understood that some colours may not remain consistent throughout a set of photographs owing to variations in lighting conditions. This also applies to glare created by spectacles in certain lights and therefore it is at the risk of the wearer. It is also understood that all photographic printing is undertaken within the technical limitations of the process and that colour may not be identical over the whole range within a subject.
(d) The colour balance of prints made at different times or in varying sizes may also be variable.
(e) Due to the limitations of computer monitors it is understood that images may appear differently according to the specification of each monitor and that prints will not match images rendered on any particular computer monitor.
(f) The images supplied will be in a jpeg format on a USB, online Gallery or via Drop Box file sharing.
(a) The License to Use comes into effect from the date of payment of the relevant invoice(s).
(b) No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission in writing.
(c) 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 and/or Client is put into receivership or liquidation. Permission for use may also be revoked if the Client does not adhere to the copyright clauses.
(d) Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the licence to use further charges will be made.
(e) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. The licence will be supplied upon payment of the balance invoice.
(f) 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 or an administration is appointed, any licence granted shall immediately cease.
(a) Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Agency and/or The Client.
(b) The Photographer retains the right in all cases to use or sell the Photographs.
(c) Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.
7. CLIENT CONFIDENTIALITY.
(a) The Photographer will keep confidential and will not disclose to any third parties or make use of 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. Please refer to the GDPR policy on the website.
(a) It is the Client who must satisfy himself/herself/It’s self that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained.
(b) It is acknowledged that the Photographer gives no warranty or undertaking that any such rights, releases or consents are 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.
(c) The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot.
(d) In all other cases the Client shall indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
(e) The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Photographer, Carlé & Moss Commercial Photography, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.
9. CONDUCT & SAFETY
(a) The Carlé & Moss Commercial Photography Team will not tolerate verbal or physically abusive behaviour under any circumstances.
(b) The Carlé & Moss Commercial Photography team will not share their time or compete with other photographers, videographers or attendees for the attention of the subjects.
(c) Uncontrolled conduct by any person that interferes with the Carlé & Moss Commercial Photography team(s) may seriously affect the quality of the work or increase the number of times this must be repeated.
(d) If the Client is unable to control the conduct of attendees, resulting in what the Carlé & Moss Commercial Photography Team(s) feels to be an unacceptable degree of misconduct, or if any such conduct injures or damages the equipment of the Carlé & Moss Commercial Photography Team(s), it will result in the immediate departure of said Team(s).
(e)The Client understands in such an event, no refund will be granted and claims for damage or injury from Carlé & Moss Commercial Photography are likely to be the result.
(a) Payment by the Client will be the non-refundable booking fee which secures the working time and date of the photo shoot. The non-refundable booking fee is a flat fee of £200 and will be taken off the balance payment. If the photo shoot is postponed within 5 working days of the agreed photo shoot date, the non-refundable booking fee will be invoiced for a second time for the new date. The second (third, fourth, an on) non-refundable booking fee will not be taken off the balance payment. At short notice it is very unlikely that the date can be re-booked and the time of the Team here at Carlé & Moss has to be covered. The balance is due in full for the photo shoot 5 working days before the photo shoot is scheduled for. The balance will be moved to a new date if the photo shoot is postponed. If the photo shoot is cancelled the pre paid balance will not be refunded. Payment for post production will be after the final post production work has been completed and payment due within 10 working days of the invoice being sent. By paying the non-refundable booking fee you are agreeing to these terms and conditions.
(b) Thereafter, further charges may be made for any additional statement, letter (whether as an email, etc) issued for the recovery of the outstanding debt of not less than £20.00 each and all other costs for the recovery of debts including bank charges.
(c) A further charge of 5% over the Natwest Bank rate from time to time is added to the invoice on the first day following that when settlement should have been made. Late Payment Of Commercial Debts (Interest) Act 1998 will be enforced.
(d) Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be responsible for all outstanding fees and costs in relation to the contract.
(e) All payments must be by online transfer or by card payment for which a receipt will be provided.
(f) Payments more than one month late from the payment due date will be processed without exception in the first instance through the Small Claims Court process.
(a) Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise. The Client shall give approval to and be liable to meet such extra expenses or fees, in addition to the fees and expenses shown on the estimate/quotation as having been agreed or estimated.
(a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. If the Client declines to be present at the photo shoot or is unable to attend for whatever reason the Photographer’s decision on style and/or composition is final. Please refer to 4. STILLS IMAGES AND IMAGE REPRODUCTION (a).
13. CANCELLATION & POSTPONEMENT.
(a) A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion; charge a fee of cancellation or postponement of 50% if more than 10 working days from the date of the photo shoot. If Client cancellation occurs within 10 working days of the photo shoot then 100% of the fee is to be paid. All cancellations must be in writing.
14. RIGHT TO A CREDIT.
(a) The Licence to Use requires that the Photographer’s name(s) ‘Carlé & Moss’ will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). The Photographer also asserts his/her statutory and moral 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.
15.SUPPLY TO THIRD PARTIES.
(a) The licence only applies to the Client and product stated on the Licence to Use.
16. ELECTRONIC STORAGE.
(a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer.
b) Manipulation of the image or use of only a portion of the image may only take place with the written permission of the Photographer.
(c) Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.
17. COMPLAINTS & APPLICABLE LAW.
(a) In the unlikely event of a complaint, this should first be raised by the Client with Carlé & Moss Commercial Photography in writing within 5 working days from the date of receipt of the deliverables.
(b) In the unlikely event of an unresolved complaint the Client may request The Societies or The Guild of Photographers to mediate but only on the basis that its decision shall be final and binding upon both parties.
(c) The contractual relationship between Carlé & Moss Commercial Photography and the Client shall be governed by the laws of England & Wales.
(a) These Terms and Conditions shall not be varied except by agreement in writing
Fees for Unauthorised Use of Imagery for Commercial Gain
Each time an image is used without authorisation of Carlé & Moss a fee will be charged.
The fee for each unauthorised image used per time used start at £2000 per image/per time used.
Example: if 2 x images are used without authorisation for commercial gain within one article in one publication the minimum fee would be 2 x £2000 = £4000.
If the article (for example newspaper article) is online and the article is ‘shared’ there is a further fee levied per image per share starting at £25 per share per image.
Example: if 2 x images are used without authorisation for commercial gain within one article in one publication and the article is shared x 20 times the minimum fee would be 2 x £25 x 20 = £1000. This fee is in addition to the original non authorised fee as detailed above.
Please contact email@example.com if you would like to use any of our images. If you flout these terms you will receive an invoice!