Terms & Conditions of Business
This document sets out our Terms and Conditions of Business. Before we enter into a contract with you, it would be a good idea for you to read them through so that we all know precisely where we stand.
- To make things a little easier, there are certain words in these Terms that we will use several times, so rather than defining them each time, we will define them here.
Client:the person, company or organisation set out at “Client” in the table on page 1;
Contract:the contract between you and us that is based on the Estimate, subject to these Terms, incorporating any other documentation referred to in these Terms or the Estimate, including contract variations;
Commission:the work which you are engaging us to carry out for you;
Completion:the delivery of the Images to the Client, thereby completing the Commission;
Estimate:the details of the Commission set out on page 1;
Fees:the price stated in the Estimate that we are to charge for the delivery of the Commission, excluding VAT and other applicable taxes and any expenses that must be incurred in the delivery of the Commission;
Licence to Use:the terms on which the Images may be used by the Client, as set out in the Estimate;
Image(s):all photographic material we deliver, whether as transparencies, negatives, prints or any other type of physical or electronic material.
- The headings in the Terms are for convenience only and will not affect their interpretation. Any reference to any enactment (statutes, regulations, etc.) includes a reference to that enactment as amended from time to time and to any subordinate legislation made thereunder.
- How the Contract Works
- When we use words in this document such as “we”, “us” or “our”, we refer to Jill Tate t/a Jill Tate Photography.
- When we use words such as “you” or “your”, we are referring to you, our client. However, it may be that you are actually an agency engaging us to deliver services on behalf of your client, in which case, for the most part, we will be referring to your client.
- If you are engaging us as an agent in legal terms (which is to say, you are hiring us on behalf of your client), you confirm that you have the authority to bind your client into this contract with us. If you do not have that authority, you will be liable for any failure by your client to honour what would have been its commitments under these Terms.
- The Estimate sets out our understanding of the Commission, including what we will do, how much we will charge and how you can use the Images. Please bear in mind that it is your responsibility to check that the Estimate is correct, and that you should not assume that it is.
- When we send you the Estimate (including these Terms), we are not making an offer to you for contractual purposes. If you are satisfied that the Estimate reflects the Commission which you wish us to carry out, please let us know that you wish to proceed.
- Once you have confirmed that you would like to go ahead with the Commission, a Contract will exist between us. If you wish to cancel or postpone the Commission from this point on, then we reserve the right to charge a fee for this.
- How we will carry out the Commission
- We will attend the location as agreed in the Commission. You are at all times responsible for ensuring that the location complies with all relevant health and safety legislation, regulations or other requirements. We reserve the right to make any changes to the Commission which are necessary for health and safety reasons, provided that these do not materially change the Commission. We will always try to discuss this with you and agree any changes in advance.
- We will deliver the Images by the date agreed in the Estimate, unless we agree an alternative date in advance. The format in which the Images are delivered will be at our discretion unless we have stated a specific format in the estimate. The Images will be delivered by appropriate means of our choosing, bearing in mind the format and their sensitivity.
- Unless the Estimate provides for a rejection fee that we have agreed in advance, the Images may not be rejected on the grounds of style or composition.
- The fee for the Commission, including expenses, will be as agreed in the Estimate. If you make any changes to the Commission that mean to carry it out we must spend additional time or incur any additional expenses, these extra costs will be invoiced after completion of the Commission and will be payable at the same time as the Fees. Unless we agree otherwise in writing, any extra time or expenses will be charged at the rates upon which the Fees are calculated.
- We will issue an invoice for the completed Commission after or at the same time as we deliver the Images to you. Payment is due in full within 30 days of the issue of that invoice. We reserve 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.
- Using the Images
- We retain the entire title to the copyright in the Images throughout the world throughout the term of that copyright.
- As part of our Contract with you, you may use the Images as set out in the Licence to Use. The Licence to Use only comes into force when you have paid us in full in accordance with clause 3.5 above. If you use the Images in any way before this date without confirmation of our permission to do so in writing, that use will constitute an infringement of our copyright in respect of which we may take action.
- If we give you permission to use the Images before we receive payment from you, that permission will be revoked automatically if you do not pay in full by the date agreed, or if you enter into receivership, liquidation or you are the subject of any other form of insolvency proceedings.
- You (and any permitted Sub-licensees named in the Estimate) may not use the Images (or any part of them) for any reason or purpose that is not stated in the Licence to Use, whether or not for financial gain. This means that you must obtain our written permission before the Images are used for any other purpose. This includes use by anyone else who may have some interest in the subject matter of the Images, use in relation to another product or services, and any use by sub-licensing through a photo library. We retain the right at all times to refuse any permission for any further use, to charge for any permission given and to impose such conditions as we see fit.
- If we do give permission for further use as set out in clause 4.4 above, then that permission will be subject to these Terms unless we agree otherwise in writing.
- Other than under the Licence to Use, the Images may not be stored in any electronic format without our written permission.
- The Images may not be altered or manipulated without our written permission.
- Subject to any embargo date that we may have agreed with you, we retain the right to use the Images at any time and in any part of the world in order to advertise or otherwise promote our work. Unless we have agreed otherwise in writing, we may license all Images through a photo-library.
- The Estimate includes a box marked “Right to a Credit”. If this box has been ticked, then our name will be printed on, or in reasonable proximity to, all published reproductions of the Images. By ticking this box, we also assert our right to be identified in the circumstances set out in Sections 78-79 of the Copyright, Designs and Patents Act 1988.
- Provision of Images to be used as stock
- We may, from time to time, agree to provide Images to be used by you as stock images.
- Where Images are provided under 5.1, this will be in the form of a personal, non-exclusive and non-transferable right to use and reproduce those Images, and shall be covered as appropriate by these Terms.
- We reserve the right to impose additional conditions and to charge for any licence granted under this clause 5. If we have asked for payment, then no licence will come into effect until you have paid us the agreed fee in full.
- Any Images provided under this clause 5 are to be used by you for general purposes only, and not reproduced or used in any way which is for financial gain.
- Client Confidentiality
- If you inform us in writing that any information or material that you have given us for the purpose of the Commission is confidential, then, subject to 5.2 below, we will not use this other than to carry out the Commission.
- Clauses 5.1 will not apply to any information or materials:
- Already known to us or in our possession before you gave it to us or told us that it was confidential;
- That is or becomes public knowledge through no fault of ours;
- That you may have disclosed to a third party without similar restrictions on that third party’s rights of disclosure; or
- That we are required by law to disclose.
- Intellectual Property Clearances
- If it is necessary for any third party copyright works, trade marks, designs or any other intellectual property to be cleared prior to their use for the purpose of the Commission, you must notify us of this in writing before the Estimate is agreed. We will only be responsible for clearing those rights recorded in the Estimate.
- We will indemnify you against all expenses, damages, claims and legal costs which may arise out of our failure to obtain any clearance that we have agreed to be responsible for.
- In all other cases, you are responsible for obtaining any necessary clearances and you agree to indemnify us against all expenses, damages, claims and legal costs that may arise out of your failure to do so.
- We will not be liable for any delay or failure to deliver the Commission where the cause of that delay or failure is or was beyond our reasonable control.
- This agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England & Wales.
- Any change to these Terms or the Estimate must be made in writing.