Client Terms & Conditions
1.1 The following definitions shall apply to this Agreement:
Agreement: means the agreement to undertake the Project, which is comprised of the Estimate and these Terms.
Artist: means the photographer or illustrator commissioned by SPI to provide the Artist Services to the Client, as set out in the Estimate.
Artist Services: means the services to be provided by the Artist to the Client, as set out in the Estimate.
Business Day: means any day of the week other than Saturday, Sunday or public holidays in England.
Client/You: means the entity that has commissioned the Project (including where such commission has been made via an agency) and is named in the Estimate.
Confirmation Date: means the date that SPI accepts, in writing, the Client’s request for SPI to commission the Artist to undertake the Project.
Content: means any photographs, illustrations, films or other materials produced by the Artist, as set out in the Estimate.
Estimate: means the document attached to these Terms and labelled “Estimate”, which sets out details of the Project, including but not limited to the Territory, Usage Period, Permitted Media, Permitted Usage, Fees, Expenses, and a description of the Project, Content and Services, together with any special terms which apply to the Project and which (in the event of conflict) shall take precedence over the relevant equivalent provisions in these Terms.
Expenses: means the expenses for the Project that are additional to the Fees, as set out in the Estimate.
Fees: means the fees for the Project, as set out in the Estimate.
Group: means, in relation to a party, any subsidiary from time to time of that party, any holding company of that party and any subsidiary from time to time of a holding company of that party now or in the future anywhere in the world.
Permitted Media: means the media on which the Client is permitted to use the Content, as set out in the Estimate.
Permitted Usage: means the permitted use of the Content by the Client, as set out in the Estimate.
Project: means the description of the Project in relation to which the Client requires the Artist Services, as more particularly set out in the Estimate.
Project Date: means the date that the Project commences, as set out in the Estimate.
Protected Data: the personal data shared or otherwise made available by or on behalf of one party with or to the other party in connection with the performance of their obligations under this Agreement.
Representing Agent: means Your contact at SPI.
Services: means the introduction of the Artist to the Client and SPI using reasonable efforts to procure the Artist delivers the Artist Services.
Supplementary Content: any BTS footage, stills or other content that is taken on-set or surrounding the Project, excluding the Content.
Terms: these Client Terms & Conditions.
Territory: means the territory in which the Client is permitted to use the Content, as set out in the Estimate.
Usage Period: means the period during which the Client is permitted to use the Content, as set out in the Estimate.
UK Data Protection Legislation: means all applicable: (i) laws and regulations relating to data protection and privacy, including the General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; and the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and (ii) mandatory guidance, guidelines or codes of practice relating to the processing of personal data.
2. Our Agreement, Artist Services and Content
2.1 These Terms govern the provision of the Services by Studio PI (trading name of News UK & Ireland Limited) (SPI) to Client pursuant to the Project set out in the Estimate.
2.2 Your request for the provision of the Artist Services and Services shall amount to an offer by You which, upon acceptance by SPI (in writing or by SPI commencing the provision of the Services), shall constitute a binding Agreement between us.
2.3 SPI shall not be responsible or liable in any way for the Content. You shall ensure that at least one of Your personnel (or Your agency's personnel) is present at any photo or video shoot. If not present, then You accept that the full interpretation of the brief and execution of the Content is in the discretion of the relevant Artist. Unless otherwise agreed in writing by us, You shall have no right to reject any Content on the basis of style, composition or for any other reason that has not been expressly detailed in the Estimate or clearly directed by You or Your agency at the shoot.
2.4 You may not release into the public domain (including via social media) any Supplementary Content without the prior written approval of SPI and the Artist.
2.5 You may not alter, modify, reconfigure, repurpose or otherwise amend any Content in any way whatsoever without SPI’s prior written consent (including, without limitation, retouching, cropping, editing still and/or selecting stills from moving images).
3. Fees and Payment
3.1 In consideration of the provision of the Services, You shall pay (or shall procure that Your agency pay) us the Fees together with any agreed Expenses. All Fees and Expenses are exclusive of VAT. SPI may charge interest on any outstanding Fees and/or Expenses from the due date for each payment until payment is received at a rate equal to 3% per cent per annum above the base rate of Barclays Bank plc as current from time to time whether before or after judgment
3.2 You expressly acknowledge and agree that:
3.2.1 any figures quoted in the Estimate are in addition to any extra fees or expenses as agreed; and
3.2.2 SPI may apply overage fees if incurred, subject to prior agreement with You (e.g. overtime charges if the Artist is working for more than his/her agreed hours).
3.3 Where an advance payment is required, as set out in the Estimate, such advance payment must be settled in clear funds no later than 7 Business Days before the Project Date. Where such advance payment is not settled in clear funds before such date then You hereby acknowledge that the Artist’s availability on the Project Date cannot be guaranteed,
3.4 Upon completion of the Project SPI will send a fully itemised invoice to the Client detailing the outstanding balance of the Fees and Expenses. Client shall pay the invoice in full no later than 30 Business Days from the date of the invoice. Unless otherwise agreed, all invoices must be paid in GBP (£).
3.5 If You cancel or postpone the Project at any time after the Confirmation Date, then You may incur the following cancellation or postponement charges in SPI’s discretion (Cancellation Charges):
3.5.1 For those Artists appearing on SPI’s photography roster
188.8.131.52 cancellation or postponement of the Project less than 5 Business Days prior to the Project Date: 100% of the costs incurred by SPI plus 50% of the Artist’s fee;
184.108.40.206 cancellation after the Project Date: 100% of costs incurred by SPI plus 100% of the content usage fees (notwithstanding that You shall not be entitled to use such content).]
3.5.2 For those Artists appearing on SPI’s illustration roster:
(a) cancellation or postponement of the Project prior to the Artist producing the first draft : 100% of costs incurred by SPI plus 50% of the Artist’s fee;
(b) cancellation or postponement of the Project after the Artist has produced the first draft and prior to producing subsequent drafts: 100% of costs incurred by SPI plus 100% of the Artist’s fee.
2. 100% of the Fees shall be payable by the Client should the Artist complete the Project brief but the Client decides not to use the Content as agreed in the Estimate,
3. SPI shall send a Cancellation Charges invoice to Client promptly upon becoming aware of such cancellation.
4. Client shall pay Cancellation Charges due within 10 days of from the date of the invoice.
3.6 If You cancel or postpone the Project all rights to the proposed work including the Content shall revert to the Artist. Nothing in this Agreement grants the Client the right to use any drafts produced for the Project by the Artist.
4. Intellectual Property Rights
Intellectual Property Rights means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and all other intellectual property rights, in each case whether registered or unregistered which subsist now or will subsist in the future in any part of the world. All copyright and other Intellectual Property Rights in the Content (including both finished and unfinished materials and any work created by the Artist for the purposes of a pitch for the Project) shall remain the sole property of the Artist.
4.1 Subject to SPI receiving payment of all Fees and other than in the event of a cancellation by the Client pursuant to clause 3.5 above, SPI shall procure that the Artist grants, to You a non-exclusive licence to use the Content for the Permitted Usage on the Permitted Media during the Usage Period in the Territory.
4.2 Ownership of all Intellectual Property Rights in any information, data or materials owned and supplied by You (Your Materials) shall remain vested in You or Your licensors. You hereby grant to SPI and the Artist a non-exclusive, worldwide, revocable, royalty-free licence to use, and reproduce Your Materials to the extent required to perform the Artist Services. You also grant to SPI and the Artist a perpetual, worldwide, irrevocable, royalty-free licence to use Your Materials incorporated in the Content for SPI's and the Artist's promotional purposes.
4.3 You shall supply high resolution final copies of the Content, with branding where applicable, for the Artist to use for the purposes of creating any promotional materials of the Artist, including but not limited to printed portfolios, exhibitions, websites and social media (Promotional Materials).
4.4 The Artist’s name shall not be used alongside any commercial Content without prior approval from SPI and the Artist. Any editorial Content must be credited as follows: “artist name / Studio PI”. If credit is required in respect of any Content relating to social media or press releases, then SPI shall request this prior to release. You will provide a link to the Artist’s personal social media feeds in such circumstances if applicable.
4.5 You are solely and exclusively responsible for obtaining all approvals and clearances for any Content, including but not limited to any third party Intellectual Property Rights that may feature within or are associated with the Content (Third Party Clearances), including but not limited to copyrighted works, location releases, music and talent releases.
5. Your Agency
5.1 This clause shall only apply where You are entering into the Agreement for the benefit of a third party as set out in the Estimate.
5.2 Where You enter into this Agreement for the benefit of a third party, You shall ultimately be responsible for all matters connected with this Agreement (including the payment of any Fees). You agree that SPI may deal with any third party appointed by You (on your instruction) in all matters in connection with this Agreement, as though it were dealing with You, including: (a) any obligation of SPI to give You notice or to provide any other service to You will be duly discharged by SPI giving or providing such notice or other service to such third party; and (b) SPI may rely on or give any communication from or to such third party as though it were a communication from or to You.
5.3 You hereby warrant and represent that You are authorised to enter into this Agreement for the benefit of such third party and You shall indemnify and keep SPI fully indemnified for any losses (including any failure to pay Fees) incurred by SPI as a result of: (i) You failing to have such authority to enter into the Agreement for the benefit of such third party; and (ii) the acts and omissions of such third party resulting in a breach of this agreement.
6.1 Each party warrants and represents to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
6.2 You warrant, represent and undertake to SPI, its Group and the Artist that Your Materials (i) will not contain any defamatory, libellous or obscene matter nor breach any contract, law or duty of confidentiality, or constitute contempt of court; and (ii) use and/or publication by SPI, its Group and/or the Artist of Your Materials for the Project shall not infringe the rights, including the Intellectual Property Rights, of any third party.
7. Indemnity and limitation of liability
7.1 You shall indemnify and keep fully indemnified SPI, any of its Group and/or the Artist (Indemnified Parties) on demand against all liability, costs, expenses, damages, fines and losses and all interest, penalties (including any and all penalties and/or other charges imposed by any applicable regulator and/or other authority) calculated on a full indemnity basis and all other reasonable professional costs and expenses awarded against or suffered or incurred by any Indemnified Party arising out of or in connection with (i) failure to obtain Third Party Clearances in accordance with the key conditions set out in the Estimate; (ii) any actual or alleged breach of any of the representations and warranties given by You at clause 6; and (iii) any actual or alleged breach by You of clauses 8 or 9.
7.2 Nothing in this Agreement shall limit or exclude either party's liability for (i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be limited or excluded by applicable law; or (iv) any indemnity given under this Agreement.
7.3 Subject to clause 7.2 no party to this Agreement shall have any liability to any other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (i) loss of profits (whether direct or indirect); (ii) loss of sales or business (whether direct or indirect); or (iii) indirect or special or consequential loss.
7.4 Subject to the terms of this clause 7, SPI’s total liability to You in connection with the Agreement shall be limited to the lesser of the total Fees paid by You under the Estimate or £100,000.
7.5 It is hereby acknowledged and agreed that:
7.5.1 where Artist fails to perform the Artist Services, SPI’s sole liability to the Client shall be to use reasonable efforts to encourage the Artist to promptly perform such Artist Services and failing that SPI shall (where available) offer to the Client an alternative artist; and
7.5.2 SPI is not responsible for the acts or omissions of the Artist.
8. Data Protection and Compliance
8.1 The parties will comply with their respective obligations under UK Data Protection Legislation. Nothing in this Agreement shall prohibit or otherwise restrict a party from complying with such obligations. The parties agree that, for the activities and relationship envisaged by this Agreement, each party is a separate and independent controller. If it is agreed that either party will act as a processor for the other, prior to such processing taking place the parties shall vary this Agreement to include any additional terms necessary to ensure their respective compliance with UK Data Protection Legislation.
8.2 Unless otherwise agreed by the parties in writing, neither party (or a member of its Group) shall disclose or make available to the other party (or a member of its Group) any personal data other business contact information relating to individual representatives of the parties shared for the purpose of managing the relationship of the parties in connection with the performance of this agreement.
8.3 Each party (Recipient) shall notify the other party (Discloser):
8.3.1 without undue delay and, in any event, within 7 days upon receiving a subject access or other request from a data subject to exercise any of the rights of a data subject under applicable UK Data Protection Legislation concerning Protected Data disclosed to the Recipient (Data Subject Request), or if the Recipient receives any other complaint, allegation or request relating to the obligations of either party under UK Data Protection Legislation that is relevant to the Protected Data, including any compensation claim from a data subject or any notice, investigation or other action from a regulator or supervisory authority (each a Complaint); and
8.3.2 without undue delay and in any event within 48 hours upon becoming aware of or having reasonable cause to suspect any personal data breach disclosed to the Recipient, and shall provide to the Discloser all details of the data breach as is required under applicable UK Data Protection Legislation,
8.3.3 and in each case the parties shall co-operate with each other in handling such an event and shall each provide reasonable assistance and information to the other as necessary to enable the other (or a member of its Group) to comply with Data Subject Requests, to respond to Complaints or other queries received from data subjects or other third parties, and as required to enable the requesting party (or a member of its Group) to comply with its obligations under applicable UK Data Protection Legislation, in each case in connection with the processing of the Protected Data.
8.3.4 Each party shall (at its own cost) provide all reasonably requested co-operation, assistance and information to the other in complying with its obligations as a controller.
8.3.5 In the performance of its obligations under this Agreement each party shall: (a) comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including but not limited to the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977) and maintain its own policies and procedures in this respect; (b) as soon as practicable report to the other party any offer, request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; (c) ensure that any person associated with the party who is providing services or goods in connection with this Agreement does so only on the basis of a written contract including similar anti-corruption terms; (d) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015 and maintain throughout the term of this Agreement its own policies and procedures to ensure its compliance; (e) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and (f) include in its contracts with its subcontractors and suppliers applicable and appropriate anti-slavery and human trafficking provisions.
8.3.6 Breach of this clause 8 shall be deemed a material breach of the Agreement which shall entitle the non-breaching party (without affecting any other right or remedy available to it) to cancel this Agreement with immediate effect on written notice to the breaching party.
9. Confidentiality. The parties agree to keep all Confidential Information relating to the other party and this Agreement strictly confidential. You also agree [(and procure that Your agency agrees)] to keep all Confidential Information relating to any Artists strictly confidential. Neither party shall disclose any Confidential Information without the prior written consent of the other party unless required by law or an applicable regulator. Confidential Information means information concerning the business, affairs, customers, clients or suppliers of the other party or its Group and the Artist (including the existence of any discussions or negotiations between the parties and the contents of this Agreement) and includes documents or parts of documents and all other information prepared or generated from such information.
10. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
11. Assignment. Neither party shall be entitled to assign the benefit or novate the burden of this Agreement to any third party without the written consent of the other, save that SPI may assign the benefit or novate the burden of this Agreement to any other of its Group without Your prior consent.
12. Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions of this Agreement shall remain in force. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
13. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. No partnership or agency. The parties are independent contractors and nothing in the Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties.
15. Third party rights. Other than SPI’s Group, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16. Force Majeure. Neither party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure Event. Force Majeure Event means any event affecting performance of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of the affected party including, without limitation, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or pandemic, natural physical disasters, war, military operations, riot, crowd disorder, terrorist action, civil commotion (or reasonable threat of any of the foregoing), failure or shortage of power supplies, strike, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action involving only the employees of the affected party) and any legislation, regulation, ruling or omissions (including failure to grant any necessary permissions) of any relevant government, court or any competent national or international governmental authority.
17. Notices. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent to the other party’s registered office address marked for the attention of the contact for that party set out in the Estimate and with a copy to Commercial Legal Affairs.
18. Entire Agreement
18.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.
18.2 Neither party shall be liable to the other in respect of any discrepancy between the terms of this Agreement and any statement made which was relied on by the other party in entering into the Agreement (unless such untrue statement was made in the knowledge that it was untrue). Accordingly, any condition, warranty or other term which might but for this clause 18.2 be implied into or incorporated into the Agreement or any collateral contract (including the implied terms of satisfactory quality and fitness for purpose), whether by statute, common law or otherwise is hereby excluded (to the maximum extent permitted by law).
19. Governing law and jurisdiction. This Agreement and any dispute or claim relating to it or its subject matter, its enforceability or its termination (including non-contractual disputes or claims) is to be governed by and construed in accordance with the law of England and the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
General. In this Agreement: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (b) a reference to a “party” means a party to this Agreement and shall include that party’s personal representatives, successors and permitted assigns, and "parties" shall mean to both of them; (c) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision; (d) a reference to writing or written includes email; (e) any obligation on a party not to do something includes an obligation not to allow that thing to be done; (f) any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (g) save for any provisions in these Terms which expressly confirm that they may be overridden in the Estimate, if there is any conflict or ambiguity between any of the provisions of these Terms and the provisions of the Estimate the then the provisions of the Estimate shall take precedence.
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