Construct Studio LTD
Commercial Photography and Virtual Production Terms of Business
1. DEFINITIONS.
a. Agency & Client: Includes assignees, sub-licensees, and successors in title. For direct Clients, “Agency” and “Client” refer to the Photographer’s Client.
b. Photographer: Refers to the Author of the Photograph or Construct Studio, including assignees and successors.
c. Photographs/Works: All photographic material provided by the Photographer, in any format (digital or physical).
d. Terms: The Photographer’s Terms and Conditions are the only ones applicable unless agreed otherwise in writing.
2. COPYRIGHT.
a. The Photographer retains full copyright over all Photographs and Works, worldwide.
b. If usage occurs without settlement, the Photographer will charge according to the Copyright, Designs and Patents Act 1988.
3. OWNERSHIP OF MATERIALS.
a. Title: Remains with the Photographer.
b. Return: After the License to Use expires, the Photographs must be returned and any digital copies destroyed within 30 days.
4. USE – CLIENT LICENSE AGREEMENT.
a. Grant of License: Upon full payment of all applicable fees, the Photographer grants the Client a non-exclusive, non-transferable, and non-sublicensable License to Use the Photographs/Works as specified in the agreement. The License is strictly limited to the purposes, duration, and media explicitly agreed upon in writing.
b. Scope of Use: The Client’s License to Use the Photographs/Works is restricted to:
i. The agreed duration, usage, and geographical territory (e.g., digital use, print media, online advertising, internal use, etc.).
ii. Reproduction in the formats and sizes specified in the agreement.
iii. The agreed project or campaign only; any additional use outside the scope requires further written permission and payment of additional fees.
c. No Unlicensed Use: The Client may not reproduce, modify, edit, resell, sublicense, distribute, or otherwise exploit the Photographs/Works in any form without prior written consent from the Photographer.
d. Prohibited Uses: The License explicitly prohibits the following unless agreed upon in writing:
i. Use of Photographs/Works for commercial resale, stock imagery, or transfer to third parties.
ii. Alteration, manipulation, or editing of the Photographs/Works in a way that may harm the Photographer’s reputation or integrity.
iii. Use in a defamatory, obscene, or unlawful manner.
e. License Termination:
i. The License is valid only for the agreed-upon duration. If the Client wishes to extend the term, they must secure additional rights through a separate agreement and payment of a further fee.
ii. The License will terminate immediately if the Client breaches any terms of this agreement, and all rights to the Photographs/Works will revert to the Photographer.
iii. Upon termination or expiration, the Client must cease all usage of the Photographs/Works and destroy any digital or physical copies in their possession unless further use is agreed in writing.
f. License Enforcement: If the Client breaches the License terms, including unlicensed use, additional fees will apply based on industry-standard rates. The Photographer reserves the right to pursue legal action and claim damages for any unauthorized use.
g. Exclusivity: Exclusivity of use is not granted unless explicitly agreed to in writing. Without such agreement, the Photographer retains the right to license the Photographs/Works to other parties.
h. Indemnification for Misuse: The Client agrees to indemnify and hold the Photographer harmless for any unauthorized use or misuse of the Photographs/Works by the Client or third parties who receive the materials through the Client.
5. EXCLUSIVITY.
a. Exclusivity is only granted through written agreement.
b. The Photographer may sell or use the Photographs at their discretion unless exclusivity is agreed in writing.
6. PHOTOGRAPHER LICENSE TO COMPANY.
a. Freelance Photographers/Subcontractors: Grant Construct Studio Limited a non-exclusive, global license to use, sublicense, or resell Photographs. Revenue split: 70% to the Photographer, 30% to Construct Studio. The Photographer retains copyright but allows the Company to sublicense and resell.
b. Exclusivity for Client Work: Clients have exclusive use of commissioned images for 3 months. Afterward, the Company and Photographer may resell or sublicense.
c. Employees (Excluding Directors): Photographs created by employees (excluding directors) as part of employment are “works made for hire”, and ownership automatically belongs to Construct Studio Limited.
d. Directors: Retain copyright over their own work unless otherwise agreed in writing. Separate licensing terms apply for directors.
7. CLIENT CONFIDENTIALITY.
a. The Photographer will keep all confidential information related to the commission secure and will only disclose it when necessary to perform their obligations.
8. INDEMNITY.
a. Client’s Responsibility: Ensure all necessary rights, clearances, or consents (e.g., model releases, trademarks) are obtained for the Photographs.
b. The Client indemnifies the Photographer for any costs or legal issues arising from failing to obtain these clearances.
c. The Photographer is not liable for any loss or damage beyond the agreed fees.
9. PAYMENT.
a. Due Date: Payment is due as noted on the invoice.
b. Late Payment: A 5% fee above the prevailing Starling Bank rate applies if payment is delayed.
c. Company Liability: If a company Client goes into liquidation, individual directors are liable for outstanding fees.
10. EXPENSES.
a. The Client is responsible for additional costs, including production and contingency expenses.
b. Back-up Receipts: Available upon request, with a 1.5% accountancy fee.
11. REJECTION.
a. If the Client is absent during the shoot, the Photographer’s interpretation of the brief is deemed acceptable.
b. If the Client rejects the work, 100% of the professional fees are due, along with any additional expenses.
12. CANCELLATION & POSTPONEMENT.
a. A cancellation or postponement fee applies once the booking is confirmed.
13. RIGHT TO A CREDIT.
a. The Photographer’s name must be credited in all uses of the Photograph, as per sections 77-79 of the Copyright, Designs and Patents Act 1988.
14. SUPPLY TO THIRD PARTIES.
a. The License to Use is granted exclusively to the Client, as stated in the License to Use agreement.
15. ELECTRONIC STORAGE.
a. The Photographs may not be stored or archived without written permission, except for production purposes.
b. Digital data is stored without responsibility for future integrity.
16. APPLICABLE LAW.
a. These Terms are governed by the laws of England & Wales.
17. VARIATION.
a. These Terms may only be varied by written agreement.