Terms

The Photographer and the Client hereby acknowledge that the following Standard Terms and Conditions are incorporated in and make a part of the Agreement between the parties hereto.

1. DEFINITIONS

Client means the Client specified on the invoice.
Expenses means the expenses incurred by the Photographer and to be paid by the Client and set out on the invoice.
Fee means the total fee as specified on the invoice.
GST has the meaning defined in the A New Tax System (Goods and Services) Act 1999.
License means a non-exclusive license to use the Photographs as for personal use and for the purposes of reproduction and distribution of photographs to friends and relatives unless stated otherwise on the invoice.
Photographs means the finished photographs taken by the Photographer according to the invoice.
Photographer includes any employees, assistants, or any other parties engaged by the Photographer to provide the Services.
Services means the services provided by the Photographer and set out on the invoice.
Uses means the permitted uses granted by the licence.

2. ENGAGEMENT AND SERVICES

2.1 The Agreement is between the Photographer and the Client. The Client wishes to engage the Photographer and the Photographer accepts the engagement to hereby:
(a) provide the Services to the Client;
(b) produce the Photographs; and
(c) upon full payment of the Fee and the Expenses, the Photographer will grant the Client the License on the terms set out in this Agreement, or additional terms listed on the invoice.

3. PAYMENT AND FEES

3.1 The Client agrees to pay the Fee and Expenses (plus GST, if applicable) to the Photographer.

3.2 All amounts payable under this Agreement are exclusive of GST. If any amount payable under this Agreement is the consideration for a taxable supply under GST Law, then GST, calculated in accordance with the GST legislation, must be paid in addition to the amount specified in this Agreement at the same time and in the same manner as the Fee and Expenses. All stamp duties and governmental charges, if any, arising out of or incidental to this Agreement are the responsibility of and must be paid by the Client.

4. RIGHTS GRANTED

4.1. In consideration of the full payment of the Fee and Expenses by the Client, the Photographer grants the Client the License to use the agreed Photographs for the for personal use and for the purposes of the reproduction and distribution of photographs to friends and relatives. The License granted is not effective until the Client has paid the Fees and Expenses in full.

4.2. The Photographer asserts all moral rights attached to the Photographs and the Client does NOT have the right to edit, change, add to, take from, alter or otherwise amend the Photographs without the prior written consent of the Photographer.

4.3. Notwithstanding the License granted under this Agreement, the Photographer reserves the right to use the Photographs for the purposes of promoting and marketing the Photographer, including but not limited to displaying the Photographs in the Photographer’s portfolio, on the Photographer’s website and in galleries or in photography competitions. The Photographer expressly reserves all other rights subsisting in the Photographs not specifically granted in this Agreement.

4.4. In the event that the Client wishes to extend the Use Agreement, the Parties will negotiate a further use fee in good faith at the time.

5. INTELLECTUAL PROPERTY

5.1. The Photographer is the owner of the intellectual property created by the Photographer in the course of the Services, including but not limited to, the scene setup, photographs, digital or electronic material, transparencies, negatives and prints relating to the photographs.

5.2. The Photographer retains all rights and ownership in the Photographs and any negatives (or digital equivalent) from which the Photographs are derived. No interest in the negatives (and/or digital equivalent) is assigned or licensed to the Client by this Agreement, unless expressly specified in the invoice. Unless otherwise agreed in writing, the Photographer is not responsible for storing or archiving the Photographs.

5.3 In addition to 5.1, any photographs taken by third parties during a photo shoot are images of the Photographers intellectual property and must not be used for any commercial or marketing purposes without the written permission and approval from the Photographer.

6. PHOTOGRAPHER’S INTERPRETATION

6.1. The Parties agree and acknowledge that the details of the Services, Photographs and/or works the subject of this Agreement have been discussed by the Parties and are described in full in Item 2 of the Summary and/or any applicable attached brief. It is further acknowledged that in the event that the Client or the Client’s representative is not present on the Photography Date(s) at the Location, then the Photographer’s interpretation of the Services shall prevail.

7. WARRANTY AND INDEMNITY

7.1. The Client warrants to the Photographer that:
(a) it has the capacity and authority to enter into this Agreement;
(b) it has obtained the necessary clearances in relation to the subject matter to be photographed; and
(c) it will only use the Photographs in accordance with the License granted under this Agreement.

7.2. The Client agrees to indemnify the Photographer against any actual and direct loss, claim, injury or damage (including any reasonable legal costs or expenses properly incurred) by the Photographer as a direct result of breach by the Client of the above warranties.

8. CANCELLATION BY CLIENT

8.1 If the Client cancels the Agreement, the Photographer reserves the right to charge the full Fee and Expenses as listed on the invoice and the client is not entitled to any refund.

8.2 If the Photographer has collected a refundable booking fee, the Client shall waive any such fee to the Photographer in the event of a cancellation.

9. TERMINATION

9.1. This Agreement may be terminated if:
(a) The Client fails to pay any part of the Fee or Expenses;
(b) The Client is declared bankrupt, enters into administration or into liquidation;
or
(c) The Client is in breach of this Agreement and has failed to rectify the breach within 30 days after receiving notice from the Photographer of such breach.

9.2. Immediately upon termination:
(a) All rights in the Photograph/s and/or work(s) revert to the Photographer;
(b) The Client must return all physical property (including but not limited to the Photographs and any equipment); and
(c) All Fees and Expenses owed to the Photographer under this Agreement must paid in full.

10. MISCELLANEOUS

10.1. This Agreement constitutes the entire understanding between the Parties, and may not be modified, amended, or otherwise altered unless agreed in writing between the parties.

10.2. If any provision of this Agreement is held to be invalid under the law, the validity of the whole shall not be affected. The remaining provisions will remain in full force and effect.

10.3. Each party must do all acts and execute all documents as necessary to give effect to this Agreement.

10.4. The Client must not assign or sub-license all or any of its rights in this Agreement without prior written consent of the Photographer.

10.5. This Agreement must be read and construed according to the laws Victoria, Australia. The Parties submit to the jurisdiction of Victoria, Australia.