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Photographers Agreement

Preliminary

The following provisions record the legal terms and conditions upon which Phot’N’Frame Ltd acts as an agent in the sale of Images by Contributors to third parties.

By clicking the "I agree" button on the website application form, the Contributor accepts that a legally binding contract has been entered into with Phot’N’Frame Ltd on the basis set out below.

Under this contract Phot’N’Frame Ltd is authorised:

    1. to add the Images contributed by the Contributor to one or more of its Gallery Databases;
    2. to remit the Fees in accordance with an effective method of transfer nominated by Phot’N’Frame Ltd to the Contributor specified at Registration. This is preferable by Internet Banking but also  may be by cheque, direct bank transfer or some other means.

Under this contract the Contributor has the right to:

i.       Supply their Images on a non exclusive basis and may therefore sell their Images in  any  other way they wish.
ii.       Request the Deletion of any Images after thirty (30) days Notice

This agreement shall apply to Images submitted by the Contributor as soon as the       Registration process is completed by the Contributor, or by Phot’N’Frame Ltd on behalf of the   Contributor with consent from the Contributor, and they have ticked accepting the Contributor Agreement box during the Registration Process. The Registration Form shall form part of this agreement.

The contract may be varied at any time with the mutual agreement of "Contracting Parties", subject to the Contributor’s right of termination.  The contract may be terminated by Phot’N’Frame Ltd or the Contributor in accordance with the section entitled "Termination" below.

Definitions
The following definitions shall apply:
"Agent"
means the agent whose name and address is provided on-line to Phot’N’Frame Ltd and recorded at Registration and who acts on behalf of the Copyright Owner.
"Cleared Funds" means funds available to pay the Contributor from sales after receipt of funds for the sale has been cleared in Phot’N’Frame Ltd’s bank account but not later than 30 days from the date of the Image sale.
"Contributor"
means in respect of any Image the Copyright Owner or if Registration has been completed on his behalf by an Agent, that Agent.
"Copyright Owner"
means the person who is represented as owning the copyright of any Image
 "Customer"
means any third party individual, partnership, corporation or other entity who may purchase images from  Phot’N’Frame Ltd.
"Gallery Database"
means any digital library or catalogue of Images maintained or accessed by Phot’N’Frame Ltd which may be divided in any manner.
"Image"
means any digitised photograph illustration or other Image of whatever nature  accepted by Phot’N’Frame Ltd and entered into the Gallery Databases.
"Phot’N’Frame Ltd"
means Phot’N’Frame Ltd  or any other person to whom it may license or assign its rights under this contract.
"Phot’N’Frame Ltd Group"
means Phot’N’Frame Ltd and all Subsidiaries of those entities and "Subsidiary" means a subsidiary within the meaning of Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989.
"Promotional/Marketing Material"
means promotional and marketing material that shall include, but not be limited to PR pieces (for example: articles in magazines or newspapers; magazine competition/subscription offers; magazine cover mounts; Front, inside and back cover Images), events (for example: inclusion of work in panels or other materials for Phot’N’Frame Ltd events and third party events with which Phot’N’Frame Ltd is involved; trade stands), direct mail (for example: inclusion of Images in printed mailing or promotional piece, postcards), advertisements (for example: guides to stock; magazine advertisements; magazine inserts; banner advertisements; ambient media, e.g. projection onto a wall, Image on a promotional coffee cup), email newsletters and text/Image based e-promos (for example: Phot’N’Frame Ltd e-newsletters; viral newsletters and competitions ), search engine listing and promotion, multi media (e.g. promotional CD-ROMs).
"Property Release"
means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world.
"Registration"
means the on-line, or hard copy, display that the Contributor completes as the Registration process and which will have included:

    1. the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor.
    2. the currency in which the Contributor is to be paid.

Registration details may be modified and upgraded on-line and new details are applicable from the time the Contributor, or anyone authorised on behalf of the Contributor, changes the details in "www.photnframe.co.uk"
.
“ Releases"
means a Model Release, Property Release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, which it is necessary or desirable to obtain in respect of any Image.
"System"
means the on-line System(s) operated by Phot’N’Frame Ltd from time to time, including the web site at wwwphotnframe.co.uk and any other internet based System for the licensing of Images which Phot’N’Frame Ltd may operate from time to time under the Phot’N’Frame Ltd brand.
"www.photnframe.co.uk"
means the web site pages in which the Contributor details are specified.

Contracting Parties

a.     The contract represented by Registration and these terms and conditions is between Phot’N’Frame Ltd and the Contributor.
b.      Phot’N’Frame Ltd may vary this agreement by altering or deleting any of its      provisions or adding any new provisions by giving 30 days prior notice at any time.

Appointment of Phot’N’Frame Ltd

    1. The Contributor appoints Phot’N’Frame Ltd as its agent  for any Image, using the System.
    2. Where the Contributor is an Agent he/she warrants that he/she has the authority of the Copyright Owner to enter into this Contributor Agreement.

Payment

Phot’N’Frame Ltd  agrees to pay the Contributor the Fee for each and every Image that is sold, which will be confirmed privately with the photographer by e-mail.

The payment due for each Month will be  shown on a statement displayed on the Contributors Details page on www.photnframe.co.uk and shall be paid to the Contributor in Pounds Sterling within 30 days of the end of that Month.

    1. Amounts due to the Contributor where the Contributor is not paid in Pounds Sterling shall be converted from Pounds Sterling to the currency for payment at the rate provided by Phot’N’Frame Ltd’s payment provider on the date of payment
    2. The minimum payment in any one month is £20.  If in any one month this has not been reached then that sum will be carried forward to the following month..

Tax

    1. Agreement to Self Billing for UK Value Added Tax (VAT) registered Contributors.
    2. The Contributor must (as part of the registration process or otherwise) complete a declaration confirming whether they are registered for VAT in the United Kingdom.
    3. Where the Contributor is UK VAT registered, the Contributor agrees that Phot’N’Frame Ltd will self bill the Contributor. Phot’N’Frame Ltd will issue self-billed invoices to the Contributor for all Taxable Supplies made to Phot’N’Frame Ltd by the Contributor (Taxable Supplies is defined by HM Customs & Excise as all goods and services which are VAT rated). The self-billed invoices will include the Contributor’s name, address and VAT number, together with all other details that constitute a full VAT invoice.
    4. Phot’N’Frame Ltd will agree new terms for self billing with the Contributor in the event that Phot’N’Frame Ltd’s VAT number changes and Phot’N’Frame Ltd will inform the Contributor if the self-billed invoices are outsourced to a third party
    5. Phot’N’Frame Ltd will add VAT onto the fees paid in accordance with the standard rate of VAT in force at the time of the transfer.
    6. If it is subsequently found that the Contributor was not VAT registered or has failed to provide accurate and current information relating to his or her VAT status, then the Contributor shall immediately on demand by Phot’N’Frame Ltd repay to Phot’N’Frame Ltd any VAT paid over incorrectly (together with any associated interest and penalties incurred by Phot’N’Frame Ltd). The Contributor agrees that they will not issue VAT invoices for Taxable Supplies covered by this agreement.
    7. This self billing agreement will expire in line with the end of the Contributor contract.
    8. The Contributor must immediately notify Phot’N’Frame Ltd in the event of any change in his/her VAT registered status, a change of their VAT number or if they sell all or part of their business.

Promotional Material
From time to time Phot’N’Frame Ltd produce Promotional/Marketing Material that is issued to prospective and existing Customers worldwide. In cases where such Promotional/Marketing Material is needed it will be requested by Phot’N’Frame Ltd , Contributors have the right to deny the use of such Images as they see fit.

Representations, Warranties and Undertakings by Contributor

The Contributor represents, warrants and undertakes to Phot’N’Frame Ltd as follows:

    1. The Contributor will detail in the relevant section of the Registration Form all Licence restrictions and all Prior Rights applicable to Images submitted
    2. except for the Prior Rights (if any) the Copyright Owner is the sole owner free from any third party rights of the entire copyright and all other intellectual property rights throughout the world in the Images
    3. where the contract is entered into by an Agent on behalf of the Copyright Owner the Agent has the full authority of the Copyright Owner to enter into this contract on his behalf and to confer on Phot’N’Frame Ltd the appointment provided by this contract;
    4. no other party’s permission is required for the Contributor to enter into this contract or for Phot’N’Frame Ltd to perform the services envisaged by this contract and the Contributor is entitled to supply all Images to Phot’N’Frame Ltd free from any claims by third parties of any nature;
    5. where the Contributor has agreed to submit Images to Phot’N’Frame Ltd it is requested that the Contributor loads all images on to a CD or a Memory Stick with each Image having a title or description and a regional location, if appropriate. The CD or  Memory Stick should them be sent to Phot’N’Frame Ltd by Registered Post.
    6.  The Contributor authorise sale of the Images by Phot’N’Frame Ltd  anywhere in the world:
    7. The Contributor warrants that all information given to Phot’N’Frame Ltd by any means concerning any Images will be true and accurate and will not infringe any copyright;
    8. any information supplied with any Image or for use on the Phot’N’Frame Ltd web site is accurate and does not infringe the rights of any third party, and is not defamatory or pornographic. This information includes, but is not limited to, captioning, keywording, descriptions and pseudonyms;
    9. the Contributor will not supply to Phot’N’Frame Ltd any Image which is the same or similar to any of the Contributor’s Images that have been supplied to a third party where the supply of such Image would conflict with any exclusive arrangement between the Contributor and a third party. These parties may include, but are not limited to, agencies and Customers;
    10. all Images supplied to Phot’N’Frame Ltd are available to be used by the Phot’N’Frame Ltd Group in Promotional/Marketing Material designed to promote sales of Images and/or to enhance awareness of the Phot’N’Frame Ltd Group name/brand or that of the individual Contributor, but only with the Contributors prior approval.  Images may be used in any media format, including but not limited to print and other offline or online media, without prior consent or approval from the Contributor. Where Images are used to promote the Phot’N’Frame Ltd Group name/brand in general, Phot’N’Frame Ltd will make reasonable efforts to provide a photo credit to the Contributor where commercially reasonable, but the Contributor understands that Phot’N’Frame Ltd cannot guarantee a photo credit to the Contributor and will not be held liable if one is not made or is made in a different format from that requested by Phot’N’Frame Ltd;
    11. The Images comply with all Phot’N’Frame Ltd’s technical, quality, content and other criteria and requirements as set out on the Phot’N’Frame Ltd site at the time of their submission.
    12. The Contributor will keep Phot’N’Frame Ltd fully indemnified against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by Phot’N’Frame Ltd on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of any of the above warranties or of any other obligations of the Contributor under this Agreement.

Obligations of Phot’N’Frame Ltd

Phot’N’Frame Ltd undertakes to the Contributor:

    1. To hold in secure storage all material sent to Phot’N’Frame Ltd containing Images for Publication;
    2. To  assess and upload all Images considered suitable for Display accurately onto www,photnframe.co.uk within the constraints of the web hosting Company;
    3. To maintain and regularly update this website ensuring the appearance of Contributors Images  will be at their best;
    4. To prevent the illegal copying of Contributors Images by inserting a watermark on every expanded Image;
    5. To use its reasonable commercial endeavours utilising the System, to obtain maximum sales effort;
    6.  Acceptance of an Image by Phot’N’Frame Ltd shall be at Phot’N’Frame Ltd’s sole discretion and Phot’N’Frame Ltd shall be entitled to reject or delete any Image if Phot’N’Frame Ltd considers that the Image has ceased to be sufficiently marketable or is unsuitable for any other reason;
    7. Where Contributors make a submission by disc or any physical medium, Phot’N’Frame Ltd shall be under no obligation to return such disc or other property;
    1. To ensure that on the rear of every Image sold  the name of the Contributor and the associated website, if requested, will be attached.

Promotion

    1. Promotion - Phot’N’Frame Ltd shall request the right to offer Customers promotions on Images to promote the Phot’N’Frame Ltd service. For example promotions may include, but are not limited to, acquiring new Customers or stimulating buying from existing Customers by offering discounts.
    2. Where an Image has been used in a printed promotional piece by Phot’N’Frame Ltd then the Contributor  will receive a further £2 for each sale made of that Image;
    3. Phot’N’Frame Ltd shall have the right to add, amend or delete any keywords for an Image if in Phot’N’Frame Ltd’s opinion this would be likely to increase the sales potential for that Image.

Audit Rights of Contributor on Phot’N’Frame Ltd

    1. Upon receiving 30 days’ written notice, a Contributor may review, at a convenient time Phot’N’Frame Ltd’s records which relate only to the Contributor’s account
    2. Any discrepancies identified during this inspection will be settled by mutual agreement.

Loss of Images or Failure of System

    1. Due to the nature of server provision, downtime and lost transmissions may occur. In recognition of this it is agreed that Phot’N’Frame Ltd shall have no liability to any Contributor for:
      1. the loss of any Image or for any deterioration or damage to any Image on the System; or
      2. any failure of the System which causes lost Sales.
    2. Contributors shall be responsible for maintaining original and digital back-up copies of all Images submitted to Phot’N’Frame Ltd and will provide replacement digital copies to Phot’N’Frame Ltd on request at any time.

Liability of Phot’N’Frame Ltd

    1. Phot’N’Frame Ltd shall have no liability to the Contributor by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Phot’N’Frame Ltd, its servants or agents or otherwise) which arises out of or in connection with this Agreement.
    2. The terms of this clause shall not preclude any liability or claim for death or bodily injury nor any claim arising from willful default or gross negligence on the part of Phot’N’Frame Ltd or any of its servants, agents or otherwise.

Termination

  1. The Contributor may terminate this contract:
    1. on 30 days prior notice to Phot’N’Frame Ltd at any time;
    2. immediately by written notice to Phot’N’Frame Ltd if Phot’N’Frame Ltd:
      1. is in material breach of any provision of the contract having (if the breach is capable of remedy) failed to comply with a 30 days’ notice in writing requiring Phot’N’Frame Ltd to remedy such breach;
      2. enters into insolvent liquidation;
      3. ceases to carry on its business of operating the System.
  2. Phot’N’Frame Ltd may terminate the contract immediately on written notice to the Contributor if:
    1. the Contributor is in material breach of this contract having (if the breach is capable of remedy) failed to comply with a 30 days’ notice in writing requiring the Contributor to remedy such breach;
    2. remittances by Phot’N’Frame Ltd shall not have been cashed in any 2 year period in which case Phot’N’Frame Ltd may remit the balance in the account of the Contributor to a charity of Phot’N’Frame Ltd’s choice;
    3. it decides to terminate its operation of the System.
    4. at any time on giving  thirty (30) days written notice to the Contributor.
    5. On termination Phot’N’Frame Ltd shall:
      1. delete from its Gallery Database each Image provided by the Contributor in respect of a terminated contract;
      2. continue to account to the Contributor in respect of Sales made before termination;

Binding Effect

    1. This contract will continue for the benefit of and be binding upon Phot’N’Frame Ltd and the Contributor and their respective successors in title and assignees. The Contributor may only assign the contract with the prior written consent of Phot’N’Frame Ltd.
    2. Phot’N’Frame Ltd may assign this contract to any member of the Phot’N’Frame Ltd Group or any third party and if it does so references herein to Phot’N’Frame Ltd shall thereafter be to such third party or Phot’N’Frame Ltd Group company and references herein to the Phot’N’Frame Ltd Group shall be to any Subsidiary of such third party or Phot’N’Frame Ltd Group company, or the Holding Company of such third party.

Entire Agreement

Phot’N’Frame Ltd and the Contributor acknowledge that this contract constitutes the entire agreement between them with respect to the subject matter hereof and supersedes any prior agreement or arrangement.

Notices

    1. Any notice under this contract may be sent electronically to the email address notified by each party to the other and may also be sent either by pre-paid first class post, recorded delivery or registered post, to the name and address notified in accordance with this clause. A notice served under this clause shall be deemed to have been received on the expiration of 48 hours after service. Any notice sent by Phot’N’Frame Ltd to the Contributor’s email address notified to Phot’N’Frame Ltd shall be deemed to have been duly served on the Contributor whether or not such notice is actually received by the Contributor.
    2. Phot’N’Frame Ltd may also serve notice on the Contributor by a display on its web site in a reasonably prominent position to which the attention of Contributors is drawn.

Marketing

Phot’N’Frame Ltd reserves the right to circulate the details of the Contributor to other companies within the Phot’N’Frame Ltd Group and Phot’N’Frame Ltd and such companies may contact the Contributor by email or otherwise about other services.

Choice of Law

This contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. The English language version of this contract shall be the definitive one in the event of any dispute.

 

 

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