Standard Terms and Conditions
- Scope of this Agreement
- These terms and conditions shall apply to the provision of photography services by Ean Flanders Photography to the Client.
- In the event of any conflict between these terms and conditions and any incompatible terms or conditions stated or implied, these terms and conditions will prevail unless expressly otherwise agreed in writing by the Photographer.
For the purposes of this agreement:
“Photographer” means Ean Flanders
“Client” means the person with whom the agreement is made, regardless of whether that person is acting on behalf of a disclosed third party.
“Commission” means the services that the Photographer has been engaged to provide to the Client.
“Photographs” means all photographic material supplied in any form by the Photographer, including, but not limited to, prints, digital files, scans, negatives and transparencies.
“Reproduction” includes any form of publication or copying of the whole or part of any Photographs supplied under this agreement, regardless of whether the Photographs have been altered by any mechanical or electronic means.
- The entirety of the copyright and similar rights throughout the world remains with the Photographer.
- No rights of reproduction or use granted by any licence shall imply an assignment of any copyright to the Client.
- Unless otherwise agreed in writing, the Photographer asserts, in accordance with section 78 of the Copyright, Designs and Patents Act 1988, Ean Flanders Photography moral right to be identified as author of the Photographs according to the provisions of section 77 of that Act.
- Ownership of Materials
- The Photographs remain the property of the Photographer.
- Any physical materials supplied to the Client under the terms of a licence must be returned in good condition to the Photographer within 30 days of the expiry of the licence.
- Any digital files supplied to the Client under the terms of a licence must be deleted by the Client within 30 days of the expiry of the licence.
- Reproduction and Use
- Reproduction and use of the Photographs is permitted only within the express terms of the usage licence granted by the Photographer to the client.
- If the Client is acting on behalf of a third party, the identity of the third party must be disclosed to the Photographer.
- Where the Client is acting on behalf of a disclosed third party, the Client is responsible for informing the third party of the scope and limitations of the usage licence.
- Unless otherwise agreed in writing, any licence to use the Photographs will take effect from the date of payment of the relevant fee and agreed expenses. The Client may not use the Photographs prior to this date.
- Where the usage licence is for a specified period, this period will normally be extended on payment of an additional fee. The additional fee must be agreed in writing with the photographer before any extended use is made of the Photographs.
- Unless otherwise specified in the terms of the usage licence, the licence will be exclusive to the Client and any disclosed third party for the duration of the licence term. The Photographer undertakes not to grant any licence to any third party prior to the expiry of the licence term.
- Nothing in Clause 5.6 will prevent the Photographer from using the Photographs in any form and manner worldwide for the purposes of marketing the Photographer’s services or for entry into photography competitions and awards.
- The usage licence will automatically be revoked if the Client or disclosed third party becomes bankrupt or subject to any insolvency proceedings.
- All fees and agreed expenses will be paid by the Client within 30 days of receipt of the Photographer’s invoice. If payment is not made within this period, the Photographer reserves the right to revoke any usage licence or alternatively to charge interest from the due date at the rate prescribed in the Late Payment of Commercial Debt (Interest) Act 1998, as amended.
- Subject to express agreement in writing to the contrary, the Client is responsible for ensuring that any necessary consents, rights and releases required for the use of the Photographs have been obtained. The Photographer will not be liable for any loss or damage suffered by the Client or disclosed third party in respect of the use of the Photographs.
- The Client shall indemnify the Photographer against any liability incurred by the Photographer arising from the use of the Photographs by the Client or the disclosed third party.
- The Photographer will not make use of, or disclose to any third party, any material made available, or information communicated to Ean Flanders Photography in confidence for the purposes of the commission, except insofar as any such use or disclosure is reasonably necessary to enable the Photographer to carry out their obligations in relation to the commission.
- The Photographer does not warrant any obligation of confidentiality on behalf of any third party. It is the responsibility of the Client to obtain an undertaking of confidentiality from any third party involved in the commission.
- Where the Client selects the venue or location for the commission, the Client will be responsible for obtaining any necessary permissions for the use of the venue/location for photography.
- Where the Client selects the venue or location for the commission, the Client will be responsible for ensuring that the venue/location is suitable for the commissioned shoot, insofar as determining that the space is sufficient and that backgrounds are appropriate.
- Where the Client selects the venue or location for the commission, the Photographer will not be responsible for any limitations on the photographs produced where these arise from any shortcomings in the venue/location.
- The Shoot
- The date and time of the shoot will be mutually agreed between the Photographer and the Client.
- Where the Client is present at the shoot, the Photographer will have regard to any reasonable instructions from the Client in respect of the interpretation of the shoot brief.
- Where the Client is not present at the shoot, the Client will accept the Photographer’s interpretation of the shoot brief.
- Cancellation/Postponement of Shoot
- If the Photographer, with the agreement of the Client, cancels the shoot owing to circumstances beyond the Photographer’s control, including, but not limited to, unsuitable weather or lighting conditions, a new shoot date will be mutually agreed between the parties. The Client will be liable to pay any expenses legitimately incurred by the Photographer in respect of the shoot.
- If the shoot is cancelled in the circumstances set out in 11.1 and the Client fails to arrange a suitable new date within a reasonable time, the Client will be liable to pay 50% of the Photographer’s usual rate for the time originally booked, plus any expenses legitimately incurred by the Photographer in respect of the shoot.
- If the shoot is cancelled by the Client prior to the date agreed for the shoot, the Photographer reserves the right to charge a cancellation fee.
i. If the shoot is cancelled 10 days or more prior to the agreed date, the cancellation fee will be 25% of the Photographer’s usual rate for the time booked.
ii. If the shoot is cancelled less than 10 days prior to the date agreed for the shoot, the cancellation fee will be 50% of the Photographer’s usual rate for the time booked.
iii. If the shoot is cancelled less than 3 days prior to the date agreed for the shoot, the cancellation fee will be 75% of the Photographer’s usual rate for the time booked.
iv. In addition to the cancellation free, the Client will be charged for any expenses legitimately incurred by the Photographer in respect of the shoot.
If any provision of this agreement is held illegal or unenforceable in any judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this agreement shall remain operative and binding on the parties.
- Applicable law and Jurisdiction
- This agreement shall be construed according to the provisions of the law of England and Wales/Northern Ireland.
- In the event of any dispute arising out of this agreement, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales/Northern Ireland.
- Entire Agreement
- This agreement, together with any estimate offered by the Photographer and accepted by the Client, constitutes the entire agreement between the parties and supersedes all previous agreements, written or oral, between the parties in relation to its subject matter.
- Nothing in clause 14.1 shall limit or exclude any liability for fraud or negligent misrepresentation.