TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF MEDIA FROM GOOSEWING MEDIA (GWM)
1. Terms and Definitions:
(a) media includes a video, photograph, images, live stream, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving, animation, clip or any other item which may be offered for the purposes of reproduction;
(b) reproduction includes any form of publication or copying of the whole or part of any media and whether or not altered by printing, photography, re-editing using source material or content from product, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means;
(c) the Company (otherwise known as GooseWing Media) is the Author of the media. GooseWing Media is the trading name for William GooseWing Media
(d) the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party);
(e) GooseWing Media administers the licensing of the works of the Company;
(f) These terms and conditions represent the entirety of the agreement between GooseWing Media and the Client. Any variation is only applicable when agreed in advance and in writing;
2. Copyright and Ownership of Materials:
(a) The entire copyright in the media is retained by the Company, at all times throughout the world and is administered by GooseWing Media;
(b) Titles to all media remains the property of the Company;
(c) Media will be licensed for use for a specified period. When the License to Use has expired, the media should be returned to the Company and a written undertaking given that all digital files have been destroyed. The Client is expected to comply with this requirement within 30 days of expiration of the License to Use. The Company reserves the right to make an additional charge for continued use after this period;
(d) The Company, supplies the technical and artistic ability to illustrate the given brief, and sells the right to reproduce those pictures in a given context. No property or copyright in any media shall pass to the Client whether on its submission or on GooseWing Media’ grant of reproduction rights in respect thereof;
(e) GooseWing Media asserts both thier moral right to be identified as the author of their work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988;
(f) Unless otherwise agreed in writing if any media reproduced by the Client omits the copyright notice or credit line specified by GooseWing Media any fee payable by the Client shall be subject to an increase specified by GooseWing Media, and in any event an increase of not less than 25%.
3. Use and Reproduction:
(a) The License to Use only comes into effect once full payment of the invoice has been made. No use may be made of the media until full and final payment – including any late payment charges that may have been levied – has been received. GooseWing Media reserves the right to make a charge of 50% of the original invoice (excluding expenses) when media are used before full payment has been received;
(b) Permission in writing may be granted for image use before payment, however this permission will be immediately revoked if payment of the invoice is not made by the timescale stated on the invoice;
(c) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on GooseWing Media’ invoice. An agreement must be reached with GooseWing Media before the media is used for a different purpose or after the licence to use has expired;
(d) Reproduction rights are not issued exclusively to the Client except when specified on the invoice;
(e) Reproduction rights granted are assigned to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights;
(f) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied;
(g) GooseWing Media reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client;
(h) In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to GooseWing Media free of charge prior to distribution. In other media, evidence of use must be made available if requested;
(i) On the Client’s death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, GooseWing Media may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
4. Definitions of Reproduction Rights:
The following terms are used when describing the reproduction rights granted by GooseWing Media and the Company to the Client:
(a) Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site.
(b) PR and Press distribution: The right to use the pictures as described in 4(a); plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication;
(c) Specified Use Only: The right to use the media once only for the purpose as described on the invoice.
(d) Editorial: One reproduction only of pictures supplied within one edition of the specified title in an editorial context only.
(e) Rights Free: Any original media supplied can be reproduced by the client without any prior consent.
5. Booking and Cancellation:
(a) The Client will be required to complete a Booking Form, on receipt of the booking form, GooseWing Media will send an email as confirmation. The booking will then be considered Confirmed.
(b) Once the Client has made a booking for a specific time and date and this date/time has been Confirmed, GooseWing Media will not accept any other work from other clients for those times and dates.
(c) As a result, once a booking is Confirmed, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule: (i) When a client cancels a confirmed booking before NET15 days of any confirmed date the 50% deposit is forfeit; (ii) When a client cancels a date within less than NET15 days of any confirmed date, the full rate of the booking will be charged; (iii) In addition to any cancellation fee, the client will be charged for any expenses already incurred by GooseWing Media.
(d) If GooseWing Media cancels a shoot due to inclement weather/lighting conditions or any other reason beyond the company’s control and the client is unable or unwilling to agree a suitable new date within a mutually agreed timescale OR 1 calendar month, then the client will be liable to pay 50% of the booked time rate plus any expenses already incurred by GooseWing Media.
6. Payment Terms:
(a) Our payment terms are strictly NET30 days unless agreed in advance and in writing;
(b) If payment is not made in accordance with (a) above then GooseWing Media may rescind any Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998, this will be charged at 1% per working day;
(c) The Client’s right to reproduce a picture arises only when GooseWing Media’ invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling GooseWing Media to rescind the Agreement and rendering the Client liable for the payment of damages.
(d) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than net 30 days from the issue date, and that GooseWing Media may consider these invoices as overdue when pursuing legal action for the recovery of said debts;
7. Rejection:
(a) GooseWing Media will edit all media and deliver what it considers to be the best response to the brief provided.
(b) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.
(c) If the final product is inadequate due to equipment failure, the client will be entitled to a settlement refund or discount to the value determined by GooseWing Media
8. Liability and Indemnity:
(a) While GooseWing Media takes all reasonable care in the performance of this agreement, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption;
(b) The Client agrees to indemnify GooseWing Media in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by GooseWing Media;
(c) It is the Client who must satisfy themself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that GooseWing Media gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained 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 is issued or reproduced by or with the authority of the Client then the Client shall indemnify GooseWing Media against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
(d) GooseWing Media reserves the right at any time to subcontract part or all work for any reason.
9. Applicable Law:
(a) This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England;
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
(c) Email communication constitutes a contract in law, unless the Client specifically states they will not accept this and instead provides hardcopy paperwork of all relevant agreements and contracts.
10. Client Confidentiality:
The Company and GooseWing Media will keep confidential and will not disclose to any third parties or make use of information communicated to them in confidence for the purposes of the work provided, save as may be reasonably necessary to enable the company to carry out their obligations in relation to the commission.
Our terms are strictly NET30 days unless agreed in advance and in writing.
Payment by BACS in Great British Pounds (GBP) is preferred and bank details will be provided on our invoice. Other payment methods are accepted but must be agreed in writing, the company is not subject to alternative forms of payment should it choose.