Terms and Conditions
1. DEFINITIONS
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 Photographer’s 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 and other visual deliverables furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other physical or electronic material.
2. COPYRIGHT
The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
3. OWNERSHIP OF MATERIALS
Title to all Photographs remains the property of the Photographer. When the Licence to Use the material has expired, the Photographs must be returned to the Photographer in good condition within 30 days where applicable.
4. USE
The 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, Client and product or project as stated on the estimate, quotation or invoice, and its benefit shall not be assigned to any third party without the Photographer’s written 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, including use in relation to another product, campaign, client or sub-licensing through a photo library or other third party.
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.
The Licence to Use expressly excludes any use involving artificial intelligence, machine learning, automated image generation, synthetic media or similar technologies unless specifically authorised in writing by the Photographer.
Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these Terms and Conditions.
5. EXCLUSIVITY
The Agency and Advertiser 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, marketing, self-promotion, awards, exhibitions, editorial features, social media, portfolio use or otherwise promoting their work.
After the exclusivity period indicated in the Licence to Use, the Photographer shall be entitled to use the Photographs for any purposes.
6. CLIENT CONFIDENTIALITY
The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated in confidence for the purposes of the photography, save as may reasonably be necessary to enable the Photographer to carry out their obligations in relation to the commission.
7. 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 they were 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 before the shoot.
In all other cases, the Agency or Client 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.
8. PAYMENT
Payment is due within 14 days of the invoice date unless otherwise agreed in writing.
If the invoice is not paid in full within 14 days, the Photographer reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment became due until payment is made in full.
The Photographer reserves the right to withhold delivery of final high-resolution files or any licence to use the Photographs until payment has been received in full.
9. OVERTIME AND ANTISOCIAL HOURS
9.1
A normal working day is up to 8 hours (including one hour for lunch) between 9:00am and 6:00pm on any working day.
9.2
Hours worked outside a normal working day (“Antisocial Hours”) will incur additional fees for the Photographer, crew and facilities, to be agreed between the Parties.
9.3
Additional fees for assistants, stylists, technicians, facilities, equipment hire and any third parties required to work Antisocial Hours shall be charged in accordance with their published rates or as otherwise agreed.
10. EXPENSES
Where additional expenses or time are incurred by the Photographer as a result of alterations to the original brief by the Agency, Advertiser or Client, or otherwise at their request, the Client shall be liable to pay such additional expenses or fees at the Photographer’s normal rates in addition to any agreed estimate.
11. REJECTION
Unless a rejection fee has been agreed in advance, there is no right to reject commissioned work on the basis of style, composition, artistic interpretation or creative judgement.
12. CANCELLATION AND POSTPONEMENT
A booking is considered confirmed upon written acceptance.
Should the booking be cancelled or postponed, the Photographer reserves the right to charge:
More than 7 days’ notice: any non-refundable expenses already incurred.
2–7 days’ notice: 50% of the agreed creative fee plus all incurred expenses.
Less than 48 hours’ notice: 100% of the agreed creative fee plus all incurred expenses.
If the Photographer is able to re-book the cancelled date, these charges may be reduced at the Photographer’s discretion.
13. RIGHT TO A CREDIT
Where practical and customary, the Photographer’s name shall be printed on or in reasonable proximity to all published reproductions of the Photographs.
The Photographer also asserts their statutory right to be identified as the author in accordance with Sections 77–79 of the Copyright, Designs and Patents Act 1988 (as amended).
14. ELECTRONIC STORAGE AND ALTERATION
Except for the purposes of the licensed use(s), the Photographs may not be stored, archived or distributed electronically without the Photographer’s written permission.
The Photographs may not be manipulated, altered, retouched, cropped, combined with other imagery or otherwise modified without the Photographer’s prior written approval, except for normal reproduction requirements previously agreed by the Photographer.
15. ARTIFICIAL INTELLIGENCE
The Photographer does not grant, and expressly reserves, any rights for the Photographs or any other deliverables created under this Agreement to be used in connection with artificial intelligence (“AI”), machine learning, computer vision or similar technologies.
Without the Photographer’s prior express written consent, the Agency, Advertiser, Client or any third party acting on their behalf shall not, directly or indirectly:
use the Photographs or any deliverables to train, develop, refine, validate or improve any artificial intelligence or machine learning model, algorithm or system;
upload, submit or otherwise make the Photographs available to any artificial intelligence platform, generative AI service or dataset for training, generation, manipulation, analysis or indexing;
create derivative works, synthetic media or AI-generated content based upon the Photographs;
use the Photographs as prompts, reference material or source material for AI-generated imagery or video; or
authorise or permit any third party to undertake any of the above.
Any use of the Photographs in connection with artificial intelligence or machine learning shall require a separate written licence from the Photographer and may be subject to additional fees and conditions.
These restrictions shall apply in perpetuity unless otherwise agreed in writing by the Photographer.
16. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of Scotland.
These Terms and Conditions shall not be varied except by agreement in writing signed by both Parties.