1. DEFINITIONS

For the purpose of this agreement "the Client" shall where the context so admits include their respective assignees, sub-licensees and successors in title. In cases where Jonny Back Photography's client is a direct client (i.e. with no agency or intermediary), all references in this agreement to both "the Client" and "the Advertiser" shall be interpreted as references to Jonny Back Photography's client. “Material” means all photographs, prints, transparencies, images, negatives, digital scans, digital files, design, artwork, montages, drawings, engravings and/or any other photographic product or other product comprising or containing reproduction of any form of photographic material, and which has been created by the Photographer.

2. COPYRIGHT

The entire copyright in the Photographs is retained by Jonny Back Photography at all times throughout the world.

3. OWNERSHIP OF MATERIALS

Title to all Photographs remains the property of Jonny Back Photography. When the Licence to Use the material has expired the Photographs must be ceased to be used.

4. 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 the Jonny Back Photography'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 Client is put into receivership or liquidation. The Licence only applies to the Client and product as stated on the invoice or in the Licence and its benefit shall not be assigned to any third party without Jonny Back Photography's permission. Accordingly, even where any form of 'all media' Licence is granted, Jonny Back Photography's permission must be obtained before any use of the Photographs for other purposes e.g. use in relation to another product or sub-licensing through a photo library. 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.

5. EXCLUSIVITY

The Client will be authorised to publish the Photographs to the exclusion of all other persons including Jonny Back Photography. However, Jonny Back Photography 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. After the exclusivity period indicated in the Licence to Use the Jonny Back Photography shall be entitled to use the Photographs for any purposes.

6. CLIENT CONFIDENTIALITY

Jonny Back Photography 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 Jonny Back Photography to carry out his obligations in relation to the commission.

7. INDEMNITY

Jonny Back Photography agrees to indemnify the Client against all expenses, damages, claims and legal costs arising out of any failure by Jonny Back Photography to obtain any clearances for which he was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. Jonny Back Photography shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify Jonny Back Photography against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

8. PAYMENT

Payment by the Client will be expected for the commissioned work within 30 days of the issue of the relevant invoice or by the payment due date if stated on the invoice. If the invoice is not paid, in full, within 30 days Jonny Back Photography 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 are incurred by Jonny Back Photography 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 Jonny Back Photography's normal rate to Jonny Back Photography in addition to the expenses shown in any invoices as having been agreed or estimated.

10. REJECTION

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition. The materials are presumed to have been received in good condition unless the client notifies Jonny Back Photography Photography in writing of any discrepancy or error within 14 days of receipt. Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

11. CANCELLATION & POSTPONEMENT

A booking is considered firm as from the date of verbal or written confirmation and accordingly Jonny Back Photography will, at his discretion, charge a fee for cancellation or postponement.

12. RIGHT TO A CREDIT

If the box on the estimate or the licence marked "Right to a Credit" has been ticked Jonny Back Photography's name will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). By ticking the box overleaf Jonny Back Photography also asserts his statutory right to be identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.

13. 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 Jonny Back Photography. Manipulation of the image or use of only a portion of the image may only take place with the permission of Jonny Back Photography.

14. APPLICABLE LAW

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

15. VARIATION

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