1. In this Agreement the terms (a) image includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item that may be offered for the purposes of reproduction; (b) reproduction includes any form of publication or copying of the whole or part of any work 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); (d) the term work(s) includes both images and words.
2. Copyright. (a) The copyright in the images and/or words is retained by Colin Jarman at all times throughout the world and he asserts his moral rights as author and creator.
(b) Colin Jarman supplies the knowledge and technical and artistic ability to fulfil the commission and sells the right to reproduce those images and/or words in a given context. No property or copyright in any images or words shall pass to the Client whether on their submission or on Colin Jarman's grant of reproduction rights in respect thereof.
(c) Colin Jarman asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988.
(d) Unless otherwise agreed in writing, if any image or words reproduced by the Client omits the copyright notice or credit line "© Colin Jarman", any fee payable by the Client shall be subject to an increase of not less than 50%.
3. Use (a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on Colin Jarman's invoice or estimate. An agreement must be reached with Colin Jarman (and paid for in full) before the works are used for a different purpose or after expiry of the licence to use.
(b) Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
(c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any work 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.
(d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
(e) Colin Jarman reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
(f) Unless otherwise agreed in writing, all further Licences in respect of the work will be subject to these Terms & Conditions.
(g) The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the work before payment in full of the relevant invoice(s) without the express permission of Colin Jarman. Any permission that may have been 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.
4. Terms. The following terms are used when describing reproduction rights granted by Colin Jarman to the Client:
(a) Internal Use only: The right to use the work(s) only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client's premises; editorial use on the Client's website.
(b) PR and Press distribution: The right to use the work(s) as described in 4(a); plus a licence for third parties to reproduce such work(s) in print or electronic media in an editorial context where no fee has been paid to guarantee publication.
(c) Specified Use only: The right to use the work(s) once only for the purpose as described on the invoice or estimate.
5. Cancellation and Postponement. (a) Once the Client has made a booking for a specific time and date, Colin Jarman will not accept any other work from other clients for those times and dates.
(b) Once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within two weeks of any confirmed date, a fee of 50% of the booked time rate will be charged. When a client cancels a booking within one week of any confirmed date, a fee of 100% of the booked time rate will be charged. In addition to this cancellation fee, the client will be charged for any expenses already incurred by Colin Jarman.
6. Payment. (a) Until Colin Jarman has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any work. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby Colin Jarman is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights Colin Jarman may in his discretion cancel subject to the Client paying a cancellation fee.
(b) The Client's right to reproduce a work arises only when Colin Jarman's invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Colin Jarman to rescind the Agreement and rendering the Client liable for the payment of damages.
(c) Colin Jarman's invoice shall be paid within 28 days of issue. Invoices settled within 14 days of issue may be entitled, at Colin Jarman's sole discretion, to a discount of 5% off the gross amount shown on the invoice.
(d) If payment is not made in accordance with (a) above then Colin Jarman may rescind this Agreement and recover damages, or, at his option, may exercise his statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998.
(e) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due with immediate effect, even if it is less than 28 days from the issue date, and Colin Jarman may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
(f) A fee of £15.00 will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuit of a debt. This fee is non-refundable and represents the additional time spent pursuing overdue invoices.
(g) Colin Jarman reserves the right to suspend ongoing services, such as the distribution of works, once any invoice issued to a Client becomes overdue and also reserves the right to inform the reason of this to third parties whom this suspension of service affects.
7. On the Client's death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, Colin Jarman may at any time thereafter inspect any records, accounts and books relating to the reproduction of his work to ensure that the images are being used only in accordance with the reproduction rights granted to the Client.
8. (a) Colin Jarman will edit all work and deliver what he considers to be the best of every situation covered.
(b) No addition to, deletion from or alteration to or adaptation of a work may be made without the written permission of Colin Jarman.
(c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
9. In the case of printed publications, two copies of the relevant pages containing any image supplied are to be furnished to Colin Jarman free of charge within two weeks. In other media, evidence of use must be made available if requested.
10. Indemnity. (a) While Colin Jarman takes all reasonable care in the performance of this agreement generally, he 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 work(s) or captions.
(b) The Client agrees to indemnify Colin Jarman in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any work(s) supplied to the Client by Colin Jarman.
(c) It is the Client who must satisfy himself that all necessary rights, model releases or consents that may be required for reproduction are obtained and it is acknowledged that Colin Jarman 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. The Client further agrees to indemnify Colin Jarman against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
11. (a) This Agreement shall be subject to and interpreted according to English Law and the parties agree to accept the exclusive direction of the Courts of England.
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
(c) Once the terms of this Agreement have been accepted, they will apply to all further usage, commissions or orders from the Client unless agreed otherwise in writing.
12. PAYMENT
(a) Payment should be made by crossed cheque payable to "Colin Jarman" or BACS details can be supplied upon request.
(b) Proof of postage of remittances is not considered proof of receipt and clients are advised to send payment by any method affording proof of delivery.