Terms & 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 Vivid Sync’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 Vivid Sync’s client. “Photographs” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material.

2. COPYRIGHT

The entire copyright in the Photographs is retained by Vivid Sync at all times throughout the world.

3. 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 Vivid Sync’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 and product as stated on the front of the form and its benefit shall not be assigned to any third party without Vivid Sync’s permission. Accordingly, even where any form of ‘all media’ Licence is granted, Vivid Sync’s permission must be obtained before any use of the Photographs for other purposes eg use in relation to another product or sublicensing through a photolibrary. 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. Unless otherwise agreed in writing, all
further Licences in respect of the Photographs will be subject to these terms and conditions.

4. EXCLUSIVITY

The Agency and Advertiser will be authorised to publish the Photographs to the exclusion of all other persons including Vivid Sync. However, Vivid Sync 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 their work. After the exclusivity period indicated in the Licence to Use Vivid Sync shall be entitled to use the Photographs for any purposes.

5. CLIENT CONFIDENTIALITY

Vivid Sync will keep confidential and will not disclose to any third parties or make use of material or information communicated to him in confidence for the purposes of the photography, save as may be reasonably necessary to enable Vivid Sync to carry out his obligations in relation to the commission.

6. INDEMNITY

Vivid Sync agrees to indemnify the Agency and the Advertiser against all expenses, damages, claims and legal costs arising out of any failure by Vivid Sync to obtain any clearances for which he was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. Vivid Sync 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 Vivid Sync against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

7. PAYMENT

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 Vivid Sync 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.

8. EXPENSES

Where extra expenses or time are incurred by Vivid Sync 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 Vivid Sync’s normal rate to Vivid Sync in addition to the expenses shown overleaf as having been agreed or estimated.

9. REJECTION

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. Any queries must be made within 7 days of receiving the work.

10. CANCELLATION & POSTPONEMENT

A booking is considered firm as from the date of confirmation and accordingly Vivid Sync will, at their discretion, charge a fee for cancellation or postponement.

11. ELECTRONIC STORAGE

Save for the purposes of reproduction for the licensed use(s), the Photographs may not be stored in any form of electronic medium without the written permission of Vivid Sync. Manipulation of the image or use of only a portion of the image may only take place with the permission of Vivid Sync.

12. APPLICABLE LAW

This agreement shall be governed by the laws of England & Wales

13. VARIATION

These Terms and Conditions shall not be varied except by agreement in writing.