1.1 For the “Celebration of Life Slideshow terms & conditions” “the Client” means the client named overleaf, whether a direct client of the Photographer or an agency or an advertiser or otherwise, and the expression “the Client” shall where the context so admits include its respective assignees, sub-licensees and successors in title.
1.2 “the Commission” means the commission to produce the “Celebration of Life Slideshow” undertaken by the Photographer on behalf of the Client in consideration of the fee, details of which Commission are set out overleaf.
1.3 “the Fee” means the fee for the carrying out of the Commission by the Photographer and for the grant of the Licence to Use, as set out overleaf.
1.4 “the Licence to Use” means the licence to use the “Celebration of Life Slideshow” granted by the Photographer to the Client following payment of the Fee for the purposes and the period set out overleaf.
1.5 “the Photographer” means Martin Harris of MH Photography.
1.6 “Celebration the Life” slideshow means all material furnished by the Photographer, whether transparencies, negatives, prints or digital files and video whether tape or digital format and Limited Manufacture License for the music used.
1.7 “Service” for the purpose of the “Celebration the Life” slideshow this means the work carried out in scanning images, converting video/film for digital use, restoring images, creating titled images for the slideshow.
1.8 “Goods” for the purpose of “Celebration the Life” slideshow this means the production and supply of the DVD(s) and presentation boxes.
The Client engages the Photographer to carry out the Commission for the Fee and in consideration of the payment of the Fee the Photographer agrees to grant to the Client a Licence to Use the “Celebration of Life Slideshow”, on the terms and conditions set out herein.
The entire copyright of the “Celebration of Life Slideshow” is retained by the Photographer at all times throughout the world.
4.1 All materials supplied by the “Client” for inclusion in the “Celebration of Life Slideshow” remain the property of the “Client”.
4.2 The materials, physical prints and video tape will be returned to the “Client” within 30 days of the“Celebration of Life Slideshow” being produced.
4.3 If the Client orders additional copies of the “Celebration of Life Slideshow”, the Photographer will supply them at his then current rate for a delivery to be agreed. The Photographer will however at all times retain possession of and title to all negatives. The Client must not copy, digitise or reproduce the “Celebration of Life Slideshow” in any way nor suffer or permit any third party to do so.
5.1 The Photographer grants to the Client the Licence to Use the “Celebration of Life Slideshow” from the date of payment of the Fee in full and for the purposes set forth overleaf. No use may be made of the “Celebration of Life” slideshow before payment in full of the Fee without the Photographers prior written permission.
5.2 Any permission which may be given for prior use will automatically be revoked if full payment of the fee is not made by the due date or if the Client (being a company) has any distress or execution levied against its goods or has a Receiver or an Administrative Receiver appointed over some or all of its property or assets or has a winding up petition presented against it (whether compulsory or voluntarily) or is otherwise unable to pay its debts as they fall due within the meaning of Section 123(1)(e) of the Insolvency Act 1986 or (If an individual partnership) has any distress or execution levied against its goods or has a petition presented against him or any of his partners in bankruptcy or otherwise (in the reasonable opinion of the Photographer) is unable to pay his debts as they fall due.
5.3 The Licence to Use the “Celebration of Life Slideshow” is only granted to the Client and those holding the “Limited Manufacture License” and its benefit shall not be assigned to any third party without the Photographers express prior written permission. The Photographers express prior written permission must be obtained before any use of the “Celebration of Life Slideshow” for any other purpose, such use relating to another product or sub-licensing through a photo-library or for use in any form of social media.
5.4 Permission to use the “Celebration of Life Slideshow” for purposes outside the terms of the licence may be granted in the Photographer’s entire discretion upon payment of a further fee, which must be agreed between the parties before such further use.
6.1 The Photographer shall deliver the “Celebration of Life Slideshow” (excluding the negatives) by the delivery date stated overleaf.
6.2 Time for delivery shall not be of the essence of the contract.
6.3 The Photographer shall not in any circumstances be liable to the Client for any loss, whether direct or indirect, or for loss of profit, occasioned by late delivery or on any other grounds whatsoever.
The Photographer retains the right in all cases to use the “Celebration of Life Slideshow” in any manner, at any time and in any part of the world for any purpose, including advertising or otherwise promoting his work.
Each party will keep confidential and will not disclose to any third parties or make use of material or information communicated to it in confidence for the purposes of the Commission, save as may be reasonably necessary to enable the Photographer to carry out his obligations in relation to the Commission.
The client shall be responsible for obtaining clearances in respect of third party copyright works, trademarks, designs or other intellectual property and will indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
Payment by the Client of the Fee for the production of the “Celebration of Life” slideshow is due AT the time of ordering. All additional work required for correcting photographs or adding additional photographs/video to the slideshow or the photographer being asked to convert video tape to a digital form will be submitted to the client for approval. With the clients approval the invoice will be raised for payment before work is carried out.
If the Fee is not paid on the due date for payment then it shall bear interest on a daily rate basis at the rate of 4% per annum over the base rate for the time being of Barclays Bank Plc, calculated from the date of the relevant invoice until the date of actual payment, as well before as after any judgement.
Where extra expenses of time are incurred by the Photographer as a result of alterations to the original brief for the Commission by the Client, or otherwise at its request, the client shall be liable to pay such extra expenses or fees at the Photographers standard rate in addition to the expenses shown overleaf as having been agreed or estimated.
There is no right to reject the “Celebration of Life Slideshow” on the basis of style or composition nor to reject the “Celebration of Life Slideshow” on the basis of any alleged discrepancy between the colours of the photographic image and the actual colours of the subject matter of the Photographs if any such discrepancy arises by virtue of technical deficiencies in the film or digital processes. All digital files supplied are for visual guidance only. It is the Clients responsibility to prepare and if necessary modify any digitally supplied Photographs to an acceptably suitable standard of colour accuracy and image quality, to which they will subsequently faithfully and accurately record when printed or used in any form of electronic presentation. The Photographer shall not in any circumstances be liable to the Client for any loss, whether direct or indirect, or for loss of profit, occasioned by the failure of any digital Photographs supplied to reproduce acceptably.
13.1 The Client has the right to cancel within 14 days of the commission or postpone the Commission. Postponement must be given three working days prior to the delivery date by written notice to the Photographer.
13.2 The “Celebration of Life Slideshow” is split into two parts for the purpose of the commission. There is a “service” element and a “goods” element. The nature of the “Celebration of Life” slideshow may be such that the delivery date is within the 14days right to cancel period; if this is so then the delivery date must be stated as” the client has made an express request for the commission to be ready by….”. The client loses the 14 day right to cancel in this circumstance.
For those commissions within the 14 days right to cancel period, when the images/video have been placed onto the photographers computer due to the work required the “service” element will be deemed completed. As such the photographer will be entitled to charge the Fee in full.
13.3 For commissions outside of the 14 day right to cancel the Photographer will not start work on the Commission until the 14days have expired. After this in the event of postponement he may immediately invoice the Client for the cost of all expenses and materials (plus VAT) already incurred by him and shall be entitled to be paid for them in full before completing the commission, without prejudice to his rights in respect of any breach of contract.
14.1 If the Licence to Use has been marked ” Right to a Credit”, the Photographer’s name must be printed on, or in reasonable proximity to, all published reproductions of the “Celebration of Life Slideshow”
14.2 The Photographer asserts his statutory right to be identified as the author of the “Celebrate the Life” slideshow in the circumstances set out in sections 77-79 of the Copyright, Design and Patents Act 1998 or any amendment or re-enactment thereof.
The Photographer shall not be liable for any failure in the performance of any of his obligations caused by factors beyond his reasonable control.
Neither the demand for nor the acceptance of payment made under these terms and conditions nor the failure by the Photographer to enforce any of the terms and conditions at any time or for any period will release or exonerate or in any way affect the liability of the Client or be a waiver of these terms and conditions.
Any notice given under these terms and conditions shall be delivered to the address of the other party shown overleaf and shall be delivered by ordinary first class post, fax or electronic mail. A notice shall be deemed to have been served 48 hours after it was posted (if served by post) or at the time of the fax or electronic transmission (if served by fax or electronic transmission).
This agreement shall be governed by the laws of England and Wales.
These terms and conditions shall not be varied except by agreement in writing.