MW Photography Ltd Terms of Business

TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF PICTURES
FROM Michael Wharley Photography /  MW Photography Limited
1. In this Agreement the terms
(a) picture includes a photograph, transparency, negative, digital scan, design, artwork, painting,
montage drawing, engraving or any other item which may be offered for the purposes of
reproduction.
(b) 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
(c) the Client is the person or organisation to whom the invoice is addressed (whether or not the
Client is acting for a third party).
(d) Michael Wharley Photography is a trading name of  MW Photography Limited,

Registered Office: 3rd Floor, 20 Bedford Street, London WC2E 9HP. Company number: 08458471 Registered in England & Wales

2.
(a) The entire copyright in the pictures is retained by Michael Wharley Photography at all times
throughout the world.
(b) Michael Wharley Photography supplies the technical and artistic ability to illustrate an idea
photographically, and sells the right to reproduce those pictures in a given context. No property
or copyright in any pictures shall pass to the Client whether on its submission or on Michael
Wharley Photography’ grant of reproduction rights in respect thereof.
(c) Michael Wharley asserts both his moral right to be identified as the author of his work and the
right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and
Patents Act 1988.
(d) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright
notice or credit line specified by Michael Wharley Photography any fee payable by the Client shall
be subject to an increase specified by Michael Wharley Photography, and in any event an
increase of not less than 25%
3.
(a) Reproduction rights (if and when granted) are strictly limited to the use and period of time
specified on Michael Wharley Photography’ invoice. An agreement must be reached with Michael
Wharley Photography before the pictures are used for a different purpose or after the licence to
use has expired.
(b) Reproduction rights are not issued exclusively to the Client except when specified on the
invoice.
(c) 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
(d) Any reproduction rights granted are by way of licence and no partial or other assignment of
copyright shall be implied.
(e) Michael Wharley Photography reserves the right to refuse to supply or grant a reproduction
licence to a third party when requested to do so by the Client.
4.
The following terms are used when describing the reproduction rights granted by Michael
Wharley Photography to the Client:
(a) 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, but not annual reports or
any other public document.
(b) Company Public – right to use the pictures as described above; plus a license for use on
Company public websites, public promotional literature, company social media outlets (including, but
not limited to Facebook, Twitter, Foursquare etc…) and annual reports.
(c) 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.
(d) Specified Use Only: The right to use the pictures once only for the purpose as described on
the invoice.
(e) Editorial: One reproduction only of pictures supplied within one print edition of the specified
title in an editorial context only.
5.
(a) Risk in and responsibility for any original transparencies or prints passes to the Client from
the time they are received until their safe return. The Client shall immediately inform Michael
Wharley Photography in writing of any loss or misuse of, or damage to the pictures while in the
Client’s possession or that of any third party. If a picture is not returned within four weeks of the
date for return then Michael Wharley Photography may in its sole discretion presume it to be lost.
(b) The Client shall be liable to pay compensation to Michael Wharley Photography in respect of
each picture lost or damaged. Payment of compensation does not give rise to any rights in any
picture. Compensation levels for the pictures are available from Michael Wharley Photography
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.
6.
(a) Once the Client has made a booking for a specific time and date, Michael Wharley
Photography will not accept any other work from other clients for those times and dates.
(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be
charged to the client according to the following schedule. When a client cancels a booking within
two weeks of any confirmed date, a fee of 50% of the booked time rate will be charged. When a
client cancels photography within one weeks of any confirmed date, a fee of 100% of the booked
time rate will be charged. In addition to this cancellation fee, the client will be charged for any
expenses already incurred by Michael Wharley Photography.
7.
(a) Until Michael Wharley Photography has invoiced the reproduction fee neither party is
committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed
and an invoice issued there is a firm and binding contract whereby Michael Wharley Photography
is committed to grant reproduction rights and the Client to acquire them. If after such invoicing
but before payment the Client requests cancellation of the reproduction rights Michael Wharley
Photography may in its discretion cancel subject to the Client paying a cancellation fee.
(b) The Client’s right to reproduce a picture arises only when Michael Wharley Photography’
invoice relating to the grant of such right is fully paid (including interest charges levied on late
payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes
an infringement of rights and a breach of this Agreement entitling Michael Wharley Photography
to rescind the Agreement and rendering the Client liable for the payment of damages.
(d) If payment is not made in accordance with (a) above then Michael Wharley Photography may
rescind this Agreement and recover damages, or, at its option, may exercise its statutory right to
interest under the Late Payment Of Commercial Debts (Interest) Act 1998.
(e) 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 Michael Wharley Photography may consider these invoices as overdue when pursuing
legal action for the recovery of said debts.
(f) A fee of £17 (excluding VAT) will be made for each account reminder, duplicate invoice, or any
other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is
non-refundable, and represents the additional time spent pursuing overdue invoices.
(h) Michael Wharley Photography reserves the right to suspend ongoing services, such as (but
not limited to) the Downloadable Web Page or other distribution of pictures, 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.
8.
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, Michael
Wharley Photography 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.
9.
(a) Michael Wharley Photography will edit every take and deliver what it considers to be the best
selection of every situation covered to be delivered in the digital contact sheets.
(b) No addition to, deletion from or alteration to or adaptation of a picture may be made without
the written permission of Michael Wharley Photography.
(c) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of
style, composition or editing.
10.
In the case of printed publications, two copies of the relevant pages containing any picture
supplied are to be furnished to Michael Wharley Photography free of charge within two weeks. In
other media, evidence of use must be made available if requested.
11.
(a) While Michael Wharley Photography 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.
(b) The Client agrees to indemnify Michael Wharley Photography 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 Michael Wharley Photography.
(c) 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 Michael
Wharley Photography 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, trade marks,
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
Michael Wharley Photography against any loss or damage, proceedings or costs where such
rights, releases or consents have not been obtained.
12.
(a) This Agreement shall be subject to and constructed according to English Law and the parties
agree to accept the exclusive direction of the Courts of England.
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing
by both parties.
PAYMENT
Payment should normally be made by cheque made payable to “Michael Wharley Photography.”
or by bank transfer, via the details supplied in your invoice. Proof of postage of remittances is not
considered proof of receipt, and clients are advised to send payment by any method affording
proof of delivery.
Our terms are strictly net 21 working days (four weeks) unless agreed in advance and in writing.