PLEASE READ BEFORE YOU SIGN
If we work together, you will be signing and therefore agreeing to be bound by these Terms and Conditions. I put a lot of effort to make these legal texts as readable as possible. Please read them before you sign. You may even enjoy it!
For a visual guideline, take a look at my photography process flow chart.
If you are unfamiliar with intellectual property (copyright) basics and how licensing works, I suggest you read my usage rights primer.
If you do not understand something, wish to change or add something before you sign, please contact me with your questions and suggestions. I adhere to the win / win approach and I am always open to improvement and negotiation.
I am established in Paris, France. Please note that any transactions with me as well as these Terms and Conditions are governed by the laws of the French Republic, the laws of the European Union and International Laws. Intellectual property (copyright) law differs substantially between countries. Particularly striking are differences between French and American intellectual property (copyright) laws.
If you would like to learn more about the difference between French and American intellectual property (copyright) law, I suggest you read my usage rights primer.
CREATION AND IMPROVEMENT OF MY TERMS AND CONDITIONS
The following Terms and Conditions result from 3 years of my studies of business law in business school, 21 years of professional experience, constant analysis of legal literature and official texts including comparative analysis of European, American, and Russian law, suggestions from clients as well as corrections and input by several lawyers of various specializations.
If you find inaccuracies, errors, unfair terms or have any other suggestions on how to improve these Terms and Conditions, please contact me with your ideas.
COPY OF MY TERMS AND CONDITIONS FOR YOUR OWN USE
If you are working on your own Terms and Conditions and think about copying all or part of mine, please modify and adapt it to your needs and workflow. Do not copy verbatim. It may not work for you or with the laws of your country. Contact me for any questions.
TERMS AND CONDITIONS / PHOTOGRAPHY
- Definitions. “Photographer” refers to Anatoly IVANOV, established in Paris, FRANCE and registered under SIRET number 430 108 787 00010, APE code 923A. “Client” refers to the commissioning party or company mentioned on the reverse side of the present document next to the word CLIENT, its representatives, successors, assigns, agents and affiliates. “Parties” refers to Photographer and Client. “Photographs” refers to digitized encodations (scans or digital files), prints, and any other form in which images can be stored, incorporated, represented, projected or perceived, including forms and processes not presently in existence but that may come into being in the future. “Agreement” refers to the present Terms and Conditions acknowledged and accepted by the Client as described in “Estimation, Acceptance and Delivery” of the present Terms and Conditions.
- Estimation, Acceptance and Delivery. The Photographer presents to the Client an Estimate which includes one or any combination of the following: an estimate of the Creative Fee required for the creation of Photographs; an estimate of the Usage Rights Fee that lists the Photographs to be commissioned by the Client and Usage Rights to be granted for these Photographs; an estimate of the Technical Expenses Fee required. The Estimate signed by the Client in duplicate, of which one copy is returned to the Photographer, is considered as an order form, as well as acknowledgement and acceptance by the Client of the Estimate and of the present Terms and Conditions. The Photographer delivers to the Client those Photographs listed in the Estimate, accompanied by a Delivery Memo. The Delivery Memo includes a detailed list of delivered Photographs, including Photographs’ reference numbers, Photographs’ short descriptions and Photographs’ formats. The Delivery Memo signed by the Client in duplicate, of which one copy is returned to the Photographer, acknowledges the receipt of Photographs by the Client. Failure to sign and return a copy of the Delivery Memo to the Photographer in no way eliminates or reduces the Client’s responsibility towards the delivered Photographs. In the case of the Client accepting to use the Photographs, the Photographer presents to the Client an Invoice that includes one or any combination of the following: the Creative Fee required for the creation of Photographs; the Usage Rights Fee that lists the Photographs commissioned by the Client and the Usage Rights granted; the Technical Expenses Fee based on Technical Expenses incurred; all established in concordance with the Estimate, except for the case of post signature negotiations as described in “Additional Fees, Additional Usage Rights, Post Signature Negotiations, Amendments”.
- Additional Fees, Additional Usage Rights, Post Signature Negotiations, Amendments. Any additional Fees, additional Usage Rights, post signature negotiations and amendments will be agreed by both parties and in written form. In the case of additional Creative Fees, additional Usage Rights and Usage Rights Fees, additional Technical Expenses Fees, Terms and Conditions negotiated and agreed by both parties after the signature by the Client of the Estimate and before the full payment of the fees shown in the Invoice, and before the use of the Photographs, the additional Creative Fees, additional Usage Rights and Usage Rights Fees, additional Technical Expenses Fees, Terms and Conditions will be included in the Invoice; the Invoice will take precedence over the Estimate. In the case of additional Creative Fees, additional Usage Rights and Usage Rights Fees, additional Technical Expenses Fees, Terms and Conditions proposed but not agreed by both parties, the signed Estimate will take precedence and the Invoice will be established in strict concordance with this signed Estimate.
- Reshoots. For any reshoot required by the Client, the Client will be charged additional 50 (fifty) percent of the Creative Fee set forth in the Estimate and will be charged all Technical Expenses required for a reshoot. In the case of a reshoot, the Client will be presented a new Estimate that will include the additional Creative Fee and Technical Expenses Fee required for the reshoot and will necessitate the Client’s approval and signature as in “Estimation, Acceptance and Delivery”; the final Invoice will be based on this Estimate.
- Rejections, Cancellations and Postponements. In the event of the Client rejecting the Photographs, the Photographer, in concordance with the Estimate, will invoice the Client all, if any, Technical Expenses incurred up to the time of rejection, and, or, if the Estimate contained a Creative Fee, will invoice the Client a rejection fee of the equivalent of 15 (fifteen) percent of the Creative Fee shown in the Estimate. In the event of the Client canceling or postponing the Photographs’ usage, or any delay of more than 2 (two) months with the decision, starting from the date of delivery of the Photographs to the Client, of either accepting or rejecting or canceling or postponing the Photographs or their usage, the Photographer, in concordance with the Estimate, will invoice the Client all, if any, Technical Expenses incurred up to the time of cancellation, postponement or delay, and, or, if the Estimate contained a Creative Fee, will invoice the Client the total of the Creative Fee shown in the Estimate. In all cases of rejections, cancellations, postponements or delays, all Photographs will remain the property of the Photographer and no Usage Rights will be invoiced or granted, but will be available if the project should be resumed at a later time.
- Payment. Prior to the Grant of Usage Rights, the client shall pay the fees set forth in the Invoice. The Client shall also pay sales or customs taxes, if required. Payment is due to the Photographer within 30 (thirty) days counting from the Invoice creation date mentioned in the Invoice. Payment under 7 (seven) days counting from the Invoice creation date mentioned in the Invoice entitles the Client to a global discount of 5 (five) percent. Overdue payments will be subject to interest charges of 1.3 (one point three) percent monthly according to the law #92142 of 31/12/1992 of the French Trade Legislation. The Client shall pay all bank commissions on bank transfers as well as all bank commissions on currency exchanges.
- Grant of Usage Rights. Upon receipt of full payment of the fees shown in the Invoice, the Photographer will license to the Client the Usage Rights set forth in the Invoice for the listed Photographs. Upon termination of Usage Rights, the Client must immediately stop using the Photographs.
- Reservation of Usage Rights. All rights not expressly granted in written form in the Invoice are reserved to the Photographer. Without limiting the foregoing, no advertising or promotional usage whatsoever may be made of any Photographs unless such advertising or promotional usage is expressly permitted in the Invoice. Limitations on usage shown in the Invoice include but are not limited to size, placement and whether usage is in black and white or in color.
- Copyright Notice. The Client shall place the copyright notice “ANATOLY IVANOV .COM” including and combining the name of the Photographer and his internet site address, adjacent to the Photographs when reproduced, on or at the side of the Photographs, or in accompanying text on the same page as the Photographs, unless otherwise agreed by both parties in written form. If such copyright notice, which also serves as authorship credit, is required but is omitted, the Client shall pay as liquidated damages triple the Creative Fee and, or, triple the Usage Rights Fee agreed to between the parties instead of the agreed upon Creative Fee and, or, Usage Rights Fee. The Client acknowledges that such triple fee, or fees, is fair and reasonable for the Photographer’s loss of recognition and lack of copyright protection resulting from lack of, or improper, copyright notice.
- Alterations. The Client shall not make alterations, additions or deletions to the Photographs, including but not limited to the making of derivative or composite images by the use of computers or other means, without the express, written consent of the Photographer. This prohibition includes processes not presently in existence but that may come into being in the future.
- Tearsheets. The Client shall provide the Photographer with 2 (two) copies of tearsheets of any granted Photographs’ usage, in digital, high resolution PDF or TIFF, form, or in printed form.
- Releases. The Client agrees to hold harmless and indemnify the Photographer against any and all claims, costs and expenses, including attorney’s fees, arising when no model or property release has been provided to the Client by the Photographer or when the usages exceed the usages allowed pursuant to such a release.
- Liability. In no event shall the Photographer be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or saving or other incidental, special or consequential damages arising out of the use or inability to use, loss, theft or damage of the Photographs.
- Assignment. Neither party shall transfer or assign any rights or obligations hereto without the written consent of the other party, except that the Photographer shall have the right to assign monies due.
- Arbitration. All disputes will be submitted to binding arbitration in the court of Paris, France.
- Miscellany. This agreement is governed by the laws of the French Republic and by the International laws. This Agreement is binding upon the parties hereto, their heirs, successors, assigns and personal representatives. This Agreement constitutes the full understanding between the parties hereto. Its terms may only be modified by a written instrument signed by both parties. A waiver of breach of any of the provisions of this Agreement will not be construed as a continuing waiver of other breaches of the same or other provisions hereof.