This Agreement (“Agreement”) is made between Sane Seven Limited (“Sane Seven”) and ___________ (“Client”) under which Sane Seven shall provide to Client certain services (the “Services”) and certain deliverables (“Deliverables”) as agreed on the Quotation.
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 Sane Seven 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 Sane Seven client. “Imagery” means all photographic material furnished by Sane Seven, whether prints or any other type of physical or electronic material.
The entire copyright in the Imagery is retained by Sane Seven Ltd at all times throughout the world. Title to all Imagery remains the property of Sane Seven.
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 Sane Seven 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 front of the form and its benefit shall not be assigned to any third party without Sane Seven permission. Accordingly, even where any form of ‘all media’ Licence is granted, Sane Seven permission must be obtained before any use of the Imagery for other purposes e.g. use in relation to another product or sublicensing through a photolibrary. Permission to use the Imagery 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 Imagery will be subject to these terms and conditions.
The Agency and Advertiser will be authorised to publish the Imagery within the terms of Usage License agreed, to the exclusion of all other persons. However, Sane Seven retains the right in all cases to use the Imagery in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting Sane Seven work. After the exclusivity period indicated in the Licence to Use Sane Seven shall be entitled to use the Photographs for any purposes.
5. CLIENT CONFIDENTIALITY
Sane Seven will keep confidential and will not disclose to any third parties or make use of material or information communicated to Sane Seven in confidence for the purposes of the Imagery, save as may be reasonably necessary to enable Sane Seven to carry out their obligations in relation to the commission.
Sane Seven agrees to indemnify the Agency and the Advertiser against all expenses, damages, claims and legal costs arising out of any failure by Sane Seven 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 before the shoot. In all other cases the Agency shall be responsible for obtaining such clearances and will indemnify Sane Seven against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
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 Sane Seven 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.
Where extra expenses or time are incurred by Sane Seven 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 at Sane Seven normal rate to Sane Seven in addition to the expenses shown overleaf as having been agreed or estimated.
If work is rejected by the Agency or the Advertiser on the basis of style or composition, all agreed fees for the contract will remain applicable in full.
10. CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation and accordingly Sane Seven will, at his/her discretion, charge a fee for cancellation or postponement, unless cancelled or varied with the written consent of Sane Seven.
If notice of cancellation of a booking is received by Sane Seven less than 24 hours prior to the date for performance of the contract or the date on which the applicable facilities were to be utilized, Sane Seven shall be entitled to charge the Agency or the Advertiser the full contract price, or, if none is stated, the applicable amount under Sane Seven rate card current at the date of such cancellation.
If such a notice of cancellation is received less than five working days but more than 24 hours prior to the date for performance of the contract, Sane Seven shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the contract price or, if none is stated, one half of the applicable amount under Sane Seven rate card current at the date of such cancellation.
11. STORAGE AND LOSS OF FILES
Sane Seven are not obligated to store the Imagery after the completed work has been submitted to the Agency or the Advertiser. Sane Seven are not liable for the loss or misplacement of the Imagery that was in the Agency’s or the Advertiser’s possession. If the images are available in our archive, a retrieval charge will be applied. In case where only raw (unretouched) images are available, full retouching cost will need to be paid in full before the copies are retrieved from the archive and retouched.
12. APPLICABLE LAW
This agreement shall be governed by the laws of England & Wales.
These Terms and Conditions shall not be varied except by agreement in writing.