THE NITTY GRITTY DETAILS
Want to know how our partnership works? Here are the full terms of the contract you will sign with us if you want to join. Got questions about the legal stuff? Don't be shy, contact us. BACKGROUND
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Accepted Photographs |
means Photographs submitted by the Photographer to the Agency and accepted by the Agency on the
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Agency’s Policies |
means the Agency’s policies relating to the terms of this Agreement, as issued and updated by the Agency
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Digital Files |
means digital files of scanned Photographs or Photographs captured by a digital camera.
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Licensing Fees |
means fees received by the Agency from licensing the right to use the Accepted Photographs to third
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Model Release | means a complete, unequivocal and irrevocable release of liability signed by any person appearing in a Photograph, in a form approved by the Agency.
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Net Billings |
means the Licensing Fees, less:
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Photographs |
means the Photographer’s photographs (and includes Digital Files and Similars).
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Property Release |
means a complete, unequivocal and irrevocable release of liability signed by any person owning or having
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Similars |
means Photographs of the same subject taken in the same or similar manner, as determined by the Agency
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Submission Guidelines |
means the Agency’s submissions guidelines, for the submission of Photographs to the Agency, as updated
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During the term of this Agreement: (a) the Photographer will submit Photographs to the Agency; and
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(a) Subject to subclause (b), the Photographer grants the Agency the exclusive right to market, distribute and license non-exclusive rights to use Accepted Photographs worldwide, to any persons and in any manner.
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The Photographer will: (a) supply Photographs in the format prescribed in the Submission Guidelines; and
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The Photographer may place reasonable restrictions on the Agency’s use of the Accepted Photographs. To do so, the Photographer must provide written notice to the Agency at the time Photographs are submitted to the Agency. Such restrictions may be specific to certain Accepted Photographs or a general restriction applying to all Accepted Photographs subsequently submitted by the Photographer. The Agency may decline to accept Photographs submitted by the Photographer with restrictions. |
During the term of this Agreement, the Agency will report to the Photographer every month. The Agency’s report will: (a) be supplied by the last day of the month following the close of the relevant calendar month being reported; and
(b) provide details of the Accepted Photographs licensed, the Licensing Fees received by the Agency, any reductions in the Licensing Fees (resulting in the Net Billings), the commissions due to the Photographer and any income tax deductions or GST additions.
Where no commission payment is due to the Photographer for a particular calendar month, the Agency shall be under no obligation to supply a report to the Photographer for that period. |
(a) The Agency will pay the Photographer a commission of 40% of the Net Billings received by the Agency during the previous calendar month from licensing the Accepted Photographs.
(b) The Agency will make all payments due to the Photographer on the last day of the month following the close of the relevant calendar month being reported, subject to the Agency’s receipt of a GST invoice in respect of the Net Billings payable (or, at the discretion of the Agency, the Agency’s issue of a buyer-created tax invoice, as approved by the New Zealand Inland Revenue Department).
(c) If the Agency refunds any Licensing Fees paid by clients of the Agency, the Agency may set-off and deduct any commissions previously paid to the Photographer (on account of the refunded Licensing Fees) against future commissions payable to the Photographer.
(d) The Agency may deduct and set-off any sum due to the Photographer on account of any claim made against the Agency for which the Photographer is liable in terms of this Agreement. |
The Photographer: (a) may not license Accepted Photographs (including, for the avoidance of doubt, all Similars of the Accepted Photographs) either directly or via another photo library, without the prior written permission of the Agency;
(b) consents to the Agency’s use without charge of the Accepted Photographs in brochures, advertisements, internet websites, joint ventures and other promotions of the Agency reasonably designed to enhance the marketing of the Accepted Photographs; and
(c) consents to the use of his or her name, portrait, picture or image in connection with the promotion and advertising of the Accepted Photographs, provided such use is dignified and consistent with the Photographer’s reputation. |
(a) When supplying Photographs to the Agency, the Photographer shall indicate which Photographs have Model Releases and/or Property Releases and shall provide copies of such Model Releases and Property Releases to the Agency in a format acceptable to the Agency.
(b) The Agency may decline to accept Photographs which are not supplied with Agency approved model and/or property releases.
(c) The Photographer acknowledges that by providing Model Releases and Property Releases to the Agency in the form required by the Agency, the Agency assumes no liability for, nor provides any warranty or representation in relation to, the adequacy or otherwise of the Model Releases and the Property Releases. Further, the Photographer remains entirely responsible for any claim that any person may make as a consequence of their image or property appearing in any Accepted Photograph.
(d) The Photographer is entirely responsible for any representation made to any person whose image or property appears in any Accepted Photograph.
(e) The Photographer confirms that, to the extent applicable, the Photographer will comply with all of the Agency’s Policies (which will be construed as forming part of this Agreement), as advised by the Agency from time to time. The Agency will be responsible for determining whether the Photographer is complying with the Agency’s Policies.
(f) When licensing Photographs in which people appear, the Agency adopts a Sensitive Image Use Policy, being one of the Agency’s Policies. The Agency makes no representation or warranty about its own or any other person’s compliance with such policy. |
(a) Copyright in the Photographs remains the property of the Photographer.
(b) The Photographer warrants and represents that he/she is the sole creator and owner of the Photographs.
(c) The Photographer warrants and represents that he/she is authorised to enter into this Agreement.
(d) The Photographer warrants that the Photographs do not infringe the copyright, rights of privacy or property rights of any third party and that there are no third party claims in relation to the Photographs.
(e) The Photographer shall place a copyright notice on all Photographs. If photographs are supplied as Digital Files the copyright notice must be displayed in the IPTC/File Information.
(f) The Photographer warrants that he/she has not, prior to the date of this Agreement, sold or licensed (either directly or via another photo library) the right to use any Photographs (including any Similars) to any person that may, pursuant to this Agreement, be submitted to the Agency and become Accepted Photographs (or Similars of Accepted Photographs) without the prior written acknowledgement by the Agency. |
(a) While the Agency will exercise reasonable care in licensing third parties the right to use the Accepted Photographs, the Photographer acknowledges that the Agency has no obligations, express or implied, beyond the terms of this Agreement.
(b) While the Agency will exercise reasonable care in relation to the Accepted Photographs, the Photographer acknowledges that the Agency is not obliged to insure any of the Photographs and that risk in the Photographs remains with the Photographer at all times. |
(a) The term of this Agreement is 3 years. At the end of such term of 3 years and unless renewed in accordance with this clause 11, this Agreement shall continue until one party gives 28 days written notice to the other that this Agreement is to terminate. (b) At least sixty (60) days prior to the end of the initial or any subsequent term, the Agency may notify the Photographer that it wishes to renew this Agreement for a further term of 3 years. (c) If the Photographer does not reject notification by the Agency that it wishes to renew the term (which it may do by notice in writing to the Agency prior to the end of then current term), this Agreement will be renewed for such additional term on the same terms and conditions of this Agreement. |
(a) Subject to subclauses (c) and (d) below, the Photographer shall indemnify the Agency from and against all losses, damages, costs, actions, proceedings, claims and demands which the Agency may incur, or be subject to, arising directly or indirectly as a consequence of any breach by the Photographer of its obligations under this Agreement (including without limitation, the Photographer’s obligations in relation to any person whose image or property appears in any Accepted Photograph).
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The Photographer may terminate this Agreement by written notice to the Agency if: (a) the Agency fails to report to the Photographer pursuant to clause 5;
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The Agency may terminate this Agreement by written notice to the Photographer if:
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Upon termination of this Agreement, the Agency will: (a) immediately cease to issue new licences in respect of the Accepted Photographs; and |
During the term of this Agreement, the Photographer may use the Photographs for purposes of self-promotion and exhibitions only. |
(a) The Agency and the Photographer may (without imposing any obligation on either party to do so) jointly claim against any person who infringes the parties respective rights to the Photographs (“the Claim”). After deducting the expenses of bringing the Claim, the parties will equally share in any recovery. (b) If either party elects not to participate in the Claim, the other party may proceed with the Claim and after deducting all the expenses of bringing the Claim, any recovery shall be shared equally between the parties. |
Where written notice is required in this Agreement, it may be given by use of certified mail, return receipt requested, addressed to the Photographer or Agency at the addresses given at the beginning of this Agreement. The parties may change their address for notice by giving written notice of any new address to the other party. |
(a) This Agreement is binding on the parties and their respective heirs, representatives, administrators, successors and assigns.
(b) This Agreement constitutes the entire understanding between the parties.
(c) This Agreement may only be modified by an agreement in writing signed by both parties.
(d) Any waiver of a breach or default under this Agreement shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
(e) Neither party may assign is rights or obligations under this Agreement without the written consent of the other party.
(f) The Photographer and Agency are independent contractors.
(g) This Agreement shall be governed by the laws of New Zealand and all disputes arising under this Agreement shall be settled in accordance with the laws of New Zealand. |