Compass Aerial Photography Limited terms and conditions applied to the commissioning and reproduction of photography and photographic images and film from Compass Aerial Photography Limited.
1. DEFINITIONS For the purpose of this agreement” the Agency" and "the Advertiser" shall where the context so admits include their respective assignees, sub-licensees and successors in title. In cases where Compass Aerial Photography client is a direct client, (i.e. with no agency or intermediary), all references in this agreement to both “the Agency" and "the Advertiser" shall be interpreted as references to the Compass Aerial Photography client. "Photographs" means all photographic material furnished by Compass Aerial Photography, whether digital images, prints, transparencies, negatives, video or any other type of physical or electronic material. “Film” and “Video” means all moving imagery furnished by Compass Aerial Photography irrespective of file format.
2. COPYRIGHT In accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988, the entire copyright in the photographs and film footage is retained by Compass Aerial Photography Ltd at all times throughout the world. Unauthorised use of images will be charged at £500 per image per use regardless of whether a credit is given (see 12) and film will be charged at a rate proportionate to its audience but not less than £500 per minute of screened use.
3. OWNERSHIP OF MATERIALS Title to all photographs and film remains the property of the Compass Aerial Photography. When the Licence to Use the material has expired, the photographs or any physical material must be returned to Compass Aerial Photography in good condition within 30 days. Compass Aerial Photography reserves the right to watermark all or any, preview or completed videos until the total bill is paid in full – at which point, the clean ‘public ready’ final version will be released to the client.
4. USE The Licence to Use will be stated on the invoice referring to the commission and comes into effect from the date of payment of the relevant invoice(s). No use may be made of the images/video before payment in full of the relevant invoice(s) without the express permission of Compass Aerial Photography. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. The Licence to Use only applies to the first party or commissioning agency and its benefit shall not be assigned to any third-party without Compass Aerial Photography permission. Accordingly, even where any form of 'all media' Licence to Use is granted, Compass Aerial Photography permission must be obtained before any use of the Photographs or Film for other purposes e.g. use in relation to another product or sublicensing through a photo library. Permission to use the photographs for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licences in respect of the photographs and film will be subject to these terms and conditions. Material supplied for immediate press release (when requested and agreed by Compass Aerial Photography) will be granted a restricted licence with immediate effect.
5. EXCLUSIVITY The Agency and Advertiser will be authorised to publish the photographs/video to the exclusion of all other persons including Compass Aerial Photography. However, Compass Aerial Photography retains the right in all cases to use the photographs/video for any purposes unless agreed otherwise between the client and Compass Aerial Photography.
6. CLIENT CONFIDENTIALITY Compass Aerial Photography will keep all Clients personal information and details regarding the commission and will not disclose to any third parties or make use of material or information communicated to it in confidence for the purposes of the photography, save as may be reasonably necessary to enable Compass Aerial Photography to carry out the obligations in relation to the commission.
7. INDEMNITY It is the Client, Agency or Advertiser who must satisfy themselves that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Compass Aerial Photography gives no warranty or undertaking for any such rights. Model releases or consents must be obtained by the Client, Agency and Advertiser whether in relation to the use of names, people, trademarks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client, Agency and Advertiser then the Client, Agency and Advertiser shall indemnify Compass Aerial Photography against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained. The Agency shall be responsible for obtaining all clearances and will indemnify Compass Aerial Photography against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
8. PAYMENT Payment of 30% of the quoted amount will be expected upon confirmation of the work with the balance payable upon completion of work and before release of the footage and/still images. If the invoice is not paid, in full, within 30 days Compass Aerial Photography reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.
9. EXPENSES Where extra expenses or time are incurred by Compass Aerial Photography as a result of alterations to the original brief by the Client, Agency or the Advertiser, or otherwise at their request, the Agency/Client shall and will be liable to pay such extra expenses or fees at Compass Aerial Photography normal rate in addition to the expenses having been agreed or estimated. Travel expenses are billed at 40p per mile from PO10 8UA. Should overnight accommodation be necessary this will be included as will reasonable subsistence costs. On occasion it may be necessary to get special permissions from the CAA or the Local Air Traffic Control in order to fly. On such occasions bookings will be subject to an admin fee agreed prior to the shoot. If a project requires additional content, this is, in effect, a contract change. An amendment will be made to the original contract and, once approved, becomes contractually binding. E-mail correspondence shall be accepted to prove changes to agreements for the form and content of programmes. Compass Aerial Photography carries public liability insurance cover of two million pounds. A copy of our insurance certificate can be provided on receipt of a request. Extended or upgraded specific project insurance cover can be provided if required upon request, provided this is agreed at the time of booking and included within the contract agreement.
10. REJECTION Unless otherwise agreed in writing, the client accepts Compass Aerial Photography decisions on creativity within the product(s) or service(s). There is no right to reject on the basis of style or composition.
11. CANCELLATION & POSTPONEMENT A booking is considered firm as from the date of confirmation and accordingly Compass Aerial Photography Limited will, at their discretion, charge a fee for cancellation or postponement. If a job is cancelled for any reason by the Client, Agency or the Advertiser full charges will be due together with expenses incurred. Aerial photography is affected by the ever-changing weather. If the shoot cannot be achieved because of the weather then Compass Aerial Photography will endeavour to re-schedule the filming for another day and the deposit will be transferred. If the Client however, no longer require the services then the deposit will be non-refundable. If Compass Aerial Photography have incurred any other costs in relation to your shoot then these costs will be invoiced within our standard terms. In the event of inclement weather which, in opinion of the Pilot, would pose a risk to health & safety of the public, personnel or equipment or has the potential to prevent successful video or audio capture, Compass Aerial Photography reserve the right to change the date or time of filming to a more suitable date or time. In the event that Compass Aerial Photography experiences equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.
12. RIGHT TO A CREDIT Compass Aerial Photography has a “Right to a Credit" and should be printed on or in reasonable proximity to all published reproductions of the photograph(s). By commissioning Compass Aerial Photography statutory right is exerted to be identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.
13. ELECTRONIC STORAGE Save for the purposes of reproduction for the licensed use(s), the Photographs / Film may not be stored in any form of electronic medium without the written permission of Compass Aerial Photography. Manipulation of the image or use of only a portion of the image may only take place with the permission of Compass Aerial Photography.
14. LIMITATION OF LIABILITY Nothing in these Conditions shall limit or exclude Compass Aerial Photography Limited's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). Subject to clause the above: (a) Compass Aerial Photography Limited shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) Compass Aerial Photography Limited's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Charges for the relevant Order, with regard to which the Customer is claiming loss.
15. VARIATION These Terms and Conditions shall not be varied except by agreement in writing.
16. COMPANY INFORMATION Compass Aerial Photography is a trading name of Compass Aerial Photography Limited, a registered company in the United Kingdom (company number 12001147) registered office address at Thatch Cottage, Church Road, Emsworth, Hampshire PO10 8UA. These terms are subject to change at any time without prior notification. All Terms and Conditions stated within this document are deemed acceptable to the Client, Agency or the Advertiser upon receipt of a confirmed order or instruction to proceed given by any means. This document shall be taken as an agreement between the Client, Agency or the Advertiser and Compass Aerial Photography Limited under UK law.
Dated: 12 September 2019