Terms and Conditions
1. DEFINITION; For the purpose of this Agreement: "The Client" means the individual or company identified in the Licence to Use. "The Company" means BBP (Bernard Bleach Photography. 63, Ashleigh Road, Horsham, West Sussex. RH12 2LE.) and shall where nescessary include all their respective assignees, sub- licensees and successors in title. "The Quotation or Estimate" means the Company's pro-forma document identifying charges and fees to be paid by the Client; "Photographer" means the individual who created the Photographs and who is the owner of the copyright in the Photographs; "Photographs" means all photographic material supplied by the Company, whether comprising digital files, prints or any other type of physical and electronic material. "Licence to Use" means the Company's pro-forma licence.
2. COPYRIGHT; The copyright in the Photographs is retained by the Photographer at all times throughout the world. This can only be varied by the written agreement by the Photographer. Acceptance of an Official Purchase Order declaring assignment is not evidence of assignation of copyright by the Photographer. The Photographer will licence the Photographs to the Client in accordance with this agreement.
3. OWNERSHIP OF MATERIALS; Ownership in the materials used in the production of the Photographs remains the property of the Company. When the Licence to Use has expired the Photographs must be returned to the Company in good condition within thirty days of the expiration of the Licence to Use.
4. LICENCE TO USE; The Company licences the Client to use the Photographs for 2 years, longer periods can be arranged at time of commissioning. This Licence to Use comes into effect from the date of receipt of cleared funds in payment of the relevant invoice(s). Any permission which may be given under the Licence for Use prior to full payment will automatically be revoked if full payment is not made by the due date or if the Client becomes insolvent, has a statutory demand served upon it, is put into receivership or liquidation, or (if an individual) is made bankrupt. The licence to the Photographs is only granted to the Client to use the Photographs for the purposes as stated in the Licence to Use and its benefit shall not be sub-licenced to any third party without the Company's permission. For the avoidance of doubt the Photographs may only be used by the Client (being an agency) for the use of advertisers whose details are expressly identified in the Licence to Use. Accordingly even where any form of "all media" licence is granted the Company's written permission must be obtained before any use of the Photographs for other purposes (for example, use in relation to another product or service or sub-licensing through a Photo-Library). Permission to use the Photographs for purposes outside the terms of the Licence to Use will normally be granted upon payment of a further fee which must be agreed in writing before such further use. It is the responsibility of the Client to ensure that a suitable additional Licence to Use is completed and provided by the Company.
5. EXCLUSIVITY; Except as identified in this clause the Client is authorised to publish the Photographs to the exclusion of all other persons including the Company. However the Company and the Photographer retains the right in all cases and without exception 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 own work. After the exclusivity period indicated in the Licence to Use has expired the Company shall be entitled to use the Photographs for any purpose.
6. CLIENT CONFIDENTIALITY; The Company will keep confidential and will not disclose to any third parties or make use of material or information communicated to the Company in confidence for the purposes of photography save as may be necessary to enable the Company to carry out its obligations in relation to the commissioned photography. The Company will ensure that the Photographer enters into an obligation with it to comply.
7. INDEMNITY; The Company agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of a failure by the Company to obtain any clearances for which it was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. The Company shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the photography commences. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Company against all expenses, damages, claims and legal costs arising out of a failure to obtain such clearances.