IMAGING ESSENCE LIMITED

TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF IMAGES
  1. Definitions
    In this Agreement the terms (a) image includes a digital image, digital scan, photograph, transparency, negative, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction: (b) reproduction includes any form of publication or copying of the whole or part of any image and whether or not altered by printing, photography, slide 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 (c) the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).
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  3. Copyright
    (a) The entire copyright in the images is retained by IMAGING ESSENCE at all times throughout the world.
    (b) IMAGING ESSENCE supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those images in a given context. No property or copyright in any images shall pass to the Client whether on its submission, or on IMAGING ESSENCE’S grant of reproduction rights in respect thereof.
    (c) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
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  5. 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 images before payment in full of the relevant invoice(s) without the express permission of IMAGING ESSENCE. 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) Reproduction rights granted are personal to the Client and may not be assigned, nor may any image submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights.
    (c) IMAGING ESSENCE reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
    (d) Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
    (e) Permission to use the images 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.
    (f) Unless otherwise agreed in writing, all further Licences in respect of the images will be subject to these Terms and Conditions
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  7. Client Confidentiality
    (a) IMAGING ESSENCE 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 purposes of the photography, save as may be reasonably necessary to enable IMAGING ESSENCE to carry out their obligations in relation to the commission.
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  9. Indemnity
    (a) While IMAGING ESSENCE 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 IMAGING ESSENCE 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 IMAGING ESSENCE.(c) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that IMAGING ESSENCE gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any image. In the event that the image issued or reproduced by or with the authority of the Client, where such rights, releases or consents have not been obtained then the Client shall indemnify IMAGING ESSENCE against any loss or damage, proceedings or costs.
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  11. Payment
    (a) Payment terms are strictly 15 days from date of invoice unless otherwise specified on the Invoice.
    (b) If the invoice is not paid in full, within 15 days then IMAGING ESSENCE reserves the right to charge interest at a rate prescribed under the Late Payment Of Commercial Debts (Interest) Act 1998 from the date payment was due until the date payment is made.
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  13. Expenses
    (a) Where extra expenses or time are incurred by IMAGING ESSENCE as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at IMAGING ESSENCE’S normal rate in addition to the expenses shown on the Estimate form as having been agreed or estimated.
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  15. Rejection
    (a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
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  17. Cancellation and Postponement
    (a) Once the Client has made a booking for a specific time and date, IMAGING ESSENCE will not accept any other work from other clients for those times and dates.
    (b) Accordingly IMAGING ESSENCE, will at their discretion charge a fee for cancellation or postponement.
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  19. Right to a credit
    (a) If the box on the ‘Licence to Use’ marked “Right to a Credit” has been ticked, the Credit text will be printed as specified in the “Credit Line” of the Licence on or in reasonable proximity to all published reproductions of the images. By ticking the “Right to a Credit” box IMAGING ESSENCE asserts their statutory right to be identified as the author of the work in the circumstances set out in Sections 77 to 79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.
    (b) Unless otherwise agreed in writing if any image reproduced by the Client omits the copyright notice or credit line specified by IMAGING ESSENCE any fee payable by the Client shall be subject to an increase specified by IMAGING ESSENCE, and in any event an increase of not less than 25%.
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  21. Delivery of images
    (a) IMAGING ESSENCE will edit every take and deliver digital e-proofs of what they consider to be the best representation of every situation covered. As a result, printed contact sheets will only be supplied to the client if agreed so beforehand and will incur a charge for their production
    (b) All files are delivered as colour Adobe RGB 1998 .tif files or sRGB .jpg files as requested. Client assumes all responsibility for any RGB to CMYK prepress work required. The Client agrees to hold harmless IMAGING ESSENCE from any claims arising from such work. IMAGING ESSENCE is not responsible for howimages render on websites. IMAGING ESSENCE’S liability for all claims shall not exceed in any event the total amount paid under this invoice.
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  23. Storage
    (a) Every effort will be made to archive the images indefinitely by IMAGING ESSENCE. However, IMAGING ESSENCE makes no warranty about the nature of its archive past the date of first delivery of final images. Clients should treat the delivered files carefully, and we recommend that you keep a safe copy for the duration of the licence.
    Save for the purpose of reproduction for the licensed use(s), the images may not be stored in any form of electronic medium without the written permission of IMAGING ESSENCE. Manipulation of the image or use of only a portion of the image may only take place with the permission of IMAGING ESSENCE.
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  25. Applicable Law 
    (a) This Agreement shall be governed by the laws of England and Wales
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  27. Variation
    (a) These Terms and Conditions shall not be varied except by agreement in writing.
  28.  

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