Terms and Conditions of Commissioning and Reproduction of Photographs from Invisible Borders
Definition of Terms:
In this Agreement the terms
“The Organisation” refers to Invisible Borders Trans-African Photographers Organization
“Invisible Borders Trans-African Photographers Organization” includes the Organization and individual photographers who work with and for the Organization
“The Client” is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).
“Photograph” refers to 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.
“Reproduction” includes any form of publication or copying of the whole or part of any picture 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
“Booking Form” means a form (whether or not printed on the reverse of these Terms and Conditions) completed by the Customer by which The Organization allows The Client to reproduce photographs.
“Order” means any request, order, commission or instruction by or on behalf of the Client for reproduction of photographs by the Organization
“Price” means the price for an Order as set out on a Booking Form.
Any work of any description undertaken by the Photographer pursuant to an Order shall be subject to these Terms and Conditions.
The Organization shall be entitled to agree to regard any reproduction agreement that is not evidenced in writing as invalid.
Except otherwise agreed, all Orders by a client shall be taken to mean a request for a digital material.
The entire copyright in the pictures is retained by Invisible Borders Trans-African Photographers Organization at all times throughout the world.
Invisible Borders Trans-African Photographers Organization and individual photographers asserts both their moral right to be identified as the author of work in the Photo Library and the right to a credit as asserted in accordance with The Copyright Act
Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Invisible Borders Trans-African Photographers Organization The Client shall be in breach of this terms and subject to pay damage fees not less than 40% of the price of the photograph without the copyright notice or credit line
Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on The Organisation’s invoice. An agreement must be reached with Invisible Borders Trans-African Photographers Organization before the pictures are used for a different purpose or after the licence to use has expired.
Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture 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
Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
Invisible Borders Trans-African Photographers Organization reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
The following terms are used when describing the reproduction rights granted by Invisible Borders Trans-African Photographers Organization to the Client:
Internal Use only: The right to use the pictures 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 in the Client’s intranet site.
PR and Press distribution: The right to use the pictures as described in 4(a); plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication.
Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice.
Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
Payment may be made in any manner agreed upon by the Parties and stated in the invoice.
No other form of payment except the one agreed upon and stated in the invoice shall be accepted
The Organization shall be entitled to require a deposit payment on account of the Price in such sum as may be agreed between the Organization and the Client prior to the taking of any steps to reproduce photographs.
Losses and Risks
Risk in and responsibility for any original transparencies or prints passes to the Client from the time they are received. The Client shall immediately inform Invisible Borders Trans-African Photographers Organization in writing of any loss or misuse of, or damage to the pictures while being transferred to the Client’s possession or that of any third party or while in possession of the Client.
If an agreement specifies that a photograph is to be returned and is not returned within four weeks of the date for return then Invisible Borders Trans-African Photographers Organization may in its sole discretion presume it to be lost.
The Client shall be liable to pay compensation to The Organization in respect of each picture lost or damaged. Payment of compensation does not give rise to any rights in any picture. The cost of compensation for photographs is available from Invisible Borders Trans-African Photographers Organization upon request. These levels are a genuine pre-estimate of the loss which would be suffered if such a picture were to be lost or damaged. The Client is urged to request these figures and to take out insurance cover to cover the total value of the pictures delivered.
Once the Client has made a booking for specific photographs, Invisible Borders Trans-African Photographers Organization will not accept any other request from other clients for those photographs.
Unless specifically otherwise agreed in writing between the Photographer and the Customer, the Photographer is entitled to utilise Material ordered by the Customer for the advertising, marketing and promotion of the Photographer’s business.
Until Invisible Borders Trans-African Photographers Organization has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any photograph. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby Invisible Borders Trans-African Photographers Organization is committed to grant reproduction rights and the Client to acquire them.
Nothing in (a) above will operate as to restrict both parties from cancelling the grant or acquisition of reproduction rights before and/or after a fee has been agreed upon and/or paid
The Client’s right to reproduce a picture arises only when Invisible Borders Trans-African Photographers Organization’ invoice relating to the grant of such right is fully paid.
Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling The Organization to rescind the Agreement and rendering the Client liable for the payment of damages.
If payment is not made in accordance with (a) above then Invisible Borders Trans-African Photographers Organization may rescind this Agreement and recover damages.
If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Northlight Images may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
The client shall be obligated to pay the costs for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the perusal of a debt. The costs include the additional time spent pursuing overdue invoices.
Invisible Borders Trans-African Photographers Organization reserves the right to suspend ongoing services, such as (but not limited to) the other distribution of photographs, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
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, Invisible Borders Trans-African Photographers Organization may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
Editing and Alteration
No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of Invisible Borders Trans-African Photographers Organization. Any alteration or adaptation by the client or any party action on its behalf that changes the original form of the Photograph will be considered a breach of these terms
Invisible Borders Trans-African Photographers Organization will edit every take and deliver the best of every photograph ordered.
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
As a sample for an eventual selection, the Organisation will furnish low res images first and then after choice has been made by the Client and invoice given, the high resolution shall then be transferred.
Before a decision is made as to the final selection of material, the Client shall be expected to furnish the Organization with the colour profile needed for the images which would be embedded in the materials.
In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to Invisible Borders Trans-African Photographers Organization free of charge within two weeks. In other media, evidence of use must be made available if requested.
The Client agrees to be responsible for a proper reproduction of the material in the platform in which it appears.
The Client agrees to send a sample of the publication in which the materials of the Organization appears before publishing. Where the client defaults in doing this, the Organization may exercise the option of withdrawing the materials before or after it is showcased.
Damages and Warranty
While Invisible Borders Trans-African Photographers Organization takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption.
The Client agrees to indemnify Invisible Borders Trans-African Photographers Organization in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Invisible Borders Trans-African Photographers Organization.
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 Invisible Borders Trans-African Photographers Organization 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, trademarks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify Invisible Borders Trans-African Photographers Organization against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
This Agreement shall be subject to and constructed according to the Laws of the Federal Republic of Nigeria and the parties agree to accept the exclusive direction of the Courts of England.
No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
In the event of dispute the parties agree to, after exhausting all possible remedies available, seek redress through Arbitration. The International Arbitration Act and the Arbitration and Conciliation Act shall apply
Nothing in this Agreement shall stop both parties from entering into further written agreement where the need arises.