1 · DEFINITION
For the purpose of this agreement, “the Client” includes their respective assignees, sub-licensees, and successors in title. If the Photographer’s client is a direct client (i.e., with no intermediary), all references to “the Client” refer to the Photographer’s client. “Photographer” refers to Adrian Wojtas, who provides the photographic services under this agreement. “Photographs” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, or any other type of physical or electronic material.
Title to all Photographs remains the property of the Photographer. When the Licence to Use the material has expired, the Photographs must be returned to the Photographer in good condition within 30 days. The Client's right to use the Photographs is subject to the terms and duration specified by the Photographer.
The Licence to Use comes into effect from the date of payment of all sums due by the Client to the Photographer. No use of the Photographs is permitted before full payment without the Photographer’s express permission. Any permission for prior use is automatically revoked if full payment is not made by the due date or if the Client enters receivership or liquidation. The Licence only applies to the Client and product as stated on the front of the form and cannot be assigned to any third party without the Photographer’s permission. Even with an ‘all media’ Licence, the Photographer’s permission is required for any other use, such as for another product or sub-licensing through a photo library. Permission to use the Photographs for purposes not agreed must be sought and 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.
All derivative works created from the Photographs remain the intellectual property of the Photographer. The Client shall not alter, edit, or create derivative works from the Photographs without the Photographer's prior written consent.
The Client will be authorised to publish the Photographs to the exclusion of all other persons including the Photographer. However, the Photographer 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/her work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for any purposes.
The photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission.
Unless expressly agreed in writing, the Client is responsible for obtaining all necessary model and property releases for the Photographs. The Photographer shall not be held liable for any claims arising from the absence of such releases.
The Photographer agrees to indemnify and hold harmless the Client against all expenses, damages, claims, and legal costs arising out of any failure by the Photographer to obtain any clearances for which they were responsible in respect of third-party copyright works, trademarks, designs, or other intellectual property, provided that such responsibility has been expressly agreed upon before the shoot. In all other cases, the Client shall be responsible for obtaining such clearances and will indemnify and hold harmless the Photographer against all expenses, damages, claims, and legal costs arising out of any failure to obtain such clearances.
Payment by the Client shall be 50% of the total fee upon accepting the estimate provided by the Photographer and must be paid in advance of the shoot. This initial payment must be received before any pre-production work commences. The remaining 50%, along with any agreed additional fees, shall be paid within 30 calendar days of the date of the Photographer’s invoice. If the Client defaults on payment, a late payment fee of 2% of the outstanding amount will be compounded and charged every 14 calendar days from the 31st calendar day after the date of the Photographer’s invoice until payment is received in full.
If the Photographer incurs extra expenses or time due to 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 the Photographer’s normal rate, in addition to any previously agreed or estimated expenses.
The Client may not reject a photograph based on style or composition without paying a fee acceptable to the Photographer. Additionally, the Client acknowledges that the Photographer’s artistic judgement and expertise are integral to the commissioned work. Rejection of photographs for reasons other than technical defects, such as blurriness or exposure issues, will incur a fee as specified by the Photographer. This clause ensures that the Photographer's creative decisions are respected and compensates for any undue rejections.
A booking is considered firm from the date of confirmation. The Photographer may charge a fee for cancellations or postponements as follows: cancellations made 48 hours before the shoot require 50% payment of the total invoice, and cancellations made 24 hours before the shoot require 100% payment of the total invoice. If the initial 50% payment has already been made upon booking confirmation, this amount will be applied toward the cancellation fee. If the cancellation fee exceeds the initial payment, the Client will be billed for the remaining amount. In the event of a postponement, the Client shall provide a minimum of 48 hours' notice prior to the scheduled shoot date to request a change in the production schedule. Failure to provide such notice will be considered a cancellation and will be subject to the applicable cancellation fees. Any additional costs incurred as a result of a postponement shall be the responsibility of the Client.
The Photographer reserves the right to request that their name be printed on or in reasonable proximity to all published reproductions of the Photograph(s). This right is in accordance with Article L121-1 of the Code de la propriété intellectuelle (French Intellectual Property Code), which grants the author the moral right to attribution, also known as the Droit de Paternité (Right of Paternity).
Except 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 the Photographer. Manipulation of the image or use of only a portion of the image may only take place with the permission of the Photographer.
The deliverables are not approved for AI use and/or AI training. Unless explicitly authorised in writing, the Client may not use the assets in connection with an immutable digital asset intended for sale, including but not limited to non-fungible tokens (NFTs). All rights not expressly granted to the Client are reserved to the Photographer. No machine learning, AI, or biometric technology use is permitted. Unless explicitly authorised in writing, the Client may not use the Photographs, including any caption information, keywords, or other metadata associated with the content, for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons.
This Agreement is governed by and construed in accordance with French law. The parties irrevocably submit to the jurisdiction of the courts of France sitting in Paris for any dispute arising out of or connected with this Agreement, irrespective of where the work is created or performed.
Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the party's reasonable control, including but not limited to climate catastrophes, war, terrorism, strikes, government actions, or other similar events.
By proceeding with this project, the Client confirms that they have read, understood, and agreed to the attached Terms and Conditions. The Client acknowledges that any engagement is contingent upon providing written acceptance of these terms. In the absence of a signed document, continuation with the project or commencement of the service after the Terms and Conditions have been sent by the Photographer will be deemed as implicit acceptance of all the Terms and Conditions outlined in this document.
20 · VARIATION
These Terms and Conditions shall not be varied except by agreement in writing.