Application and Definitions

These Terms and Conditions apply to the provision of Photography by Roy Kilcullen commissioned or requested by the Agency or Advertiser.

You are deemed to have accepted these Terms and Conditions when you accept a quotation or from the date of the shoot (whichever happens earlier).

You acknowledge that you have not relied on any statement or representation made or given by others on my behalf.

These conditions apply to the exclusion of any other terms that you try to impose or incorporate.

For the purpose of this agreement "the Agency" and "the Advertiser" shall where the context so admits include their respective assignees, sub-licensees and successors in title. In cases where the client is a direct client (i.e. with no agency or intermediary), all references in this agreement to both "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.

A business day means any day other than Saturday, Sunday or a bank holiday in England and Wales.

The entire copyright in the Photographs is retained by the Roy Kilcullen at all times throughout the world.

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 which 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 invoice(s) 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 eg use in relation to another product or sublicensing through a photolibrary. 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 (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these terms and conditions. When the client has supplied models, property or locations the works may be used by the photographer for self promotion at any time without need for model or property release.

Exclusivity

The Agency and Advertiser will be authorised first opportunity 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 work.

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.

All payments must be made in British Pounds and receipt of payment will only be made where requested.

All prices quoted exclude VAT at the standard rate.

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

Expenses

Where extra expenses 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.

Cancellations and Postponements.

All booking must be confirmed in writing.

Once confirmed the Photographer will, at his discretion, charge a fee for cancellation or postponement. If cancelled or postponed two business days before the day of the shoot 50% of the agreed fee will be payable, One business day before or on the day of the shoot 100% of the agreed fee will be payable.

Indemnity

The photographer agrees to indemnify the agency and the advertiser against all expenses, damages, claims and legal costs arising out of any failure by the photographer to obtain any 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 in writing 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.

Law and Jurisdiction

These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and any disputes shall be subject to the exclusive jurisdiction of the English and Welsh courts.