Terms and Conditions 1. Definitions In this Agreement the terms (a) “ the Client” is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party). (b) “the Photographer” will mean the Author of the Photograph, Laurence Hudghton or Philip Barton, and shall where the context so admits include their respective assignees, sub-licensees and successor in title. (c)” Photographs” and “Works” means all photographic material supplied by Laurence Hudghton Photography , this includes transparencies, negatives, prints, digital files, digital scan, digital image, design, artwork, montage or any other item which may be supplied for the purpose of reproduction. (d) Reproduction includes any form of publications or copying of the whole or part of any Photographs and whether or not altered by printing, photography, projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means. (e) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of Laurence Hudghton Photography Ltd are the only ones applicable. Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing (f) Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so. 2. Copyright (a) The entire copyright in the Photographs is retained by Laurence Hudghton Photography Ltd at all times throughout the world. (b) Where reproduction of Works has taken place and settlement has not been made, Laurence Hudghton Ltd will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988. 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. 4. Use (a) 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 in writing. 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 Client is put into receivership or liquidation. (b) The Licence only applies to the Client 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. Permission to use the Photographs for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, to be mutually agreed before such use. Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these Terms and Conditions. 5. Exclusivity The Client 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 or otherwise promoting his work. 6. Client Confidentiality The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purpose of the photography, save as may be reasonably necessary to enable the Photographer to carry out his obligations in relation to the commission. 7. Indemnity (a) While Laurence Hudghton Photography Ltd takes all reasonable care in the performance of this agreement generally, they shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any image or its caption. (b) The Client agrees to indemnify Laurence Hudghton Photography Ltd in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Client by Laurence Hudghton Photography Ltd. (c) It is the Client who must satisfy himself that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained. The photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. 8. Payment Payment by the Client will be strictly within 30 days of the issue of the relevant invoice. If the invoice is not paid in full within 30 days Laurence Hudghton Photography Ltd 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. 9. Expenses Where extra expenses or time is incurred by the Photographer as a result of alterations to the original brief by the Client or otherwise, the Client shall give approval to and be liable to pay such expenses or fees in addition to any fees or expenses previously agreed. 10. Rejection Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing. 11. Cancellation & Postponement A booking is considered firm as from the date of confirmation and accordingly the Photographer will, at his/her discretion, charge a fee for cancellation or postponement. 12. Electronic Storage (a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer. 13. Applicable Law This agreement shall be governed by the Laws of England & Wales. 14. Variation These Terms and Conditions shall not be varied except by agreement in writing by both parties.