1.DEFINITIONS

For the purpose of this agreement, “Photographer” refers to Emily Hutchinson, whose details are given in the Invoice and Estimate for this assignment. “Client” refers to whomever commissioned the Photographer, including their respective assignees, sub-licensees and successors in title. “Agency” and/or “Advertiser” means any client of the Client who benefits from this commissioned work.

2.ESTIMATES

Estimates provided by the Photographer are not bills or contracts. They are a best guess at the total price to carry out the work requested and are based upon the initial information provided by the Agency/Advertiser/Client (Hereinafter referred to as simply the “Client”). Any change to what is required either before or during the shoot may arise in an increase in the Fee initially stated on the Estimate. Client’s agreements of the shoot date(s) indicates full acceptance of the Estimate, unless otherwise stated in writing.

3.EXCLUSIVITY

The Client 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 their work. After the exclusivity period indicated in the License, the Photographer shall be entitled to use the Photographs for any purposes.

4.COPYRIGHT

The Client agrees that the Photographer is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Photos and any copies of the Photos.

5.CREDITS AND OWNERSHIP OF MATERIAL(S)

Client must include a photo credit or copyright notice in the name of the Photographer on all Photos if the box stating “Photographer’s right to a credit” has been ticked.

6.USAGE LICENSES

Except as expressly provided in a Licensing Agreement, Photographer reserves all rights and licenses. The License 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 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.

7.ADDITIONAL/EXTENDED USAGE

Permission to use the Photographs for purposes outside the terms of the License will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licenses in respect of the Photographs will be subject to these terms and conditions.

8.RESTRICTIONS ON USE: Client will not use the Photos for any of the following purposes:

(A). No Unlawful Use. Client will not use the Photos in any unlawful manner, such as pornography or defamation.

(B). No Standalone File Use. Client will not use the Photos in any way that allows a standalone file or content file to be downloaded, extracted, or redistributed by others.

(C). No Use in Trademark or Logo. Client will not use the Photos in any trademark, design, logo or other mark.

(D). No Products for Resale. Client will not use the Photos in any goods or products where the Photos are the primary value.

(E). No Alterations. Client will not alter the Photos without the prior written permission of Photographer.

(F). No Sublicenses. Client will not sublicense the Photos without the prior written permission of Photographer.

9.CONDUCT OF THE SHOOT

If the Client is not present during the shoot, then the Photographer’s interpretation of the brief shall be deemed acceptable to Client. However, the Photographer will endeavour to take into account the Client’s reasonable instructions in respect of the shoot brief during all times throughout the duration of the shoot.

10.PAYMENTS

Payment by the Client will be expected for the commissioned work 2 weeks in advance of the shoot unless otherwise agreed in writing. In this case, all costs must be paid within 30 days of the issue of the relevant invoice. If the invoice is not paid, in full, within either of the agreed circumstances, 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.

11.EXPENSES

If alterations are made to the original brief by the Client and thus the Photographer incurs extra expenses or time, or otherwise at their request, the Client 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. The Photographer will endeavour to work as closely to the agreed Estimate originally stated as possible, however the Client must be aware and acceptant of a 10% variation in budget in all cases to allow the Photographer to realise the brief as accurately and efficiently as possible.

12.CANCELLATION

Booking an Assignment with the Photographer based on the Estimate is considered firm as from the date of confirmation. Any postponement or cancellation of the booking will result in the Photographer charging the Client cancellation fees immediately upon cancellation, at the Photographer’s discretion.

13.INDEMNITY

Client will indemnify, defend, and hold harmless the Photographer from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising as a result from use of the Photos by Client, except in the event that any claims, demands, causes of action, judgments, or expenses arose out of wilful misconduct, gross negligence, or bad faith by Photographer.

14.FORCE MAJUERE AND EXTENT OF LIABILITY

In the unlikely event of a cancellation by the Photographer due to an injury, illness, act of terrorism, or any other cause beyond their reasonable control, or in the case of complete photographic failure, including but not limited to camera, hard drive, or equipment malfunction, liability shall be limited to a full refund to the Client of any fees paid.

15.CONFIDENTIALITY

The photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out their obligations in relation to the commission.

16.ACCEPTANCE AND DELIVERY

The Photographer is not liable to deliver every image taken under the particular commission. The determination of images delivered to the Client is left to the discretion of the Photographer.

17.REJECTION

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. The final post-production and editing styles, effects, and overall look of the images are left to the discretion of the Photographer.

18.STORAGE OF MATERIALS

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 the Photographer. Manipulation of the image or use of only a portion of the image may only take place with the permission of the Photographer. Upon publication of the Licensed Images and as requested by the Photographer, the Client shall supply to the Photographer free of charge a high-resolution digital file, PDF format file or good quality hard copies of the Licensed Images in the context in which they are published.

19.RETURN OF MATERIALS

Once the agreed Usage Licence has expired, the Material must be returned to the Photographer in good condition within 30 days. Any digital files stored by the Client must be deleted hereinafter.

20.TERMINATION

Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within __________ days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.

21.VARIATION

This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties.

22.APPLICABLE LAW

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