Client Terms & Conditions
1. Our Agreement, Services and Content
1.1 These terms (Terms) govern the provision of the services set out in the Estimate (Services) by Studio PI (trading name of News UK & Ireland Limited) (SPI). Your request for the provision of the Services shall amount to an offer by You which, upon acceptance by SPI (in writing or by SPI commencing the provision of the Services), shall constitute a binding agreement between us comprising the Estimate and these Terms (Agreement).
1.2 You shall procure that at least one of Your personnel (or Your agency's personnel) is present at any photo or video shoot. If not present, then You accept that the full interpretation of the brief is in the discretion of the relevant artist agreed in the Estimate (Artist). Unless otherwise agreed in writing by us, You shall have no right to reject any creative content (photographs, illustrations, film and other content) (Content) on the basis of style, composition or for any other reason that has not been expressly detailed in the Estimate or clearly directed by You or Your agency at the shoot.
2. Fees and Payment
In consideration of the provision of the Services, You shall pay (or shall procure that Your agency pay) us the Fees together with any agreed expenses.
3. Intellectual Property Rights
3.1 Intellectual Property Rights means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs and all other intellectual property rights, in each case whether registered or unregistered which subsist now or will subsist in the future in any part of the world. All copyright and other Intellectual Property Rights:
(a) in the Content shall remain the sole property of the Artist;
(b) and any other products of the Services which are created by SPI or SPI's licensors (excluding any information, data or materials owned and supplied by You (Your Materials) shall remain the sole property of SPI or its licensors (as the case may be).
3.2 Subject to SPI receiving payment of all Fees, SPI shall grant, or procure that the Artist grants, to You a non-exclusive licence to use the Content as set out in the Estimate.
3.3 Ownership of all Intellectual Property Rights in Your Materials shall remain vested in You or Your licensors. You hereby grant to SPI and the Artist a non-exclusive, worldwide, revocable, royalty-free licence to use, and reproduce Your Materials to the extent required to perform the Services. You also grant to SPI a perpetual, worldwide, irrevocable, royalty-free licence to use Your Materials incorporated in the Content for SPI's and the Artist's promotional purposes.
4. Your Agency
4.1 The parties agree that an agency may enter into this Agreement on Your behalf. You shall ultimately be responsible for all matters connected with this Agreement (including any failure by the agency to make payment of Fees). You agree that SPI may deal with any agency appointed by You in all matters in connection with this Agreement, as though it were dealing with You, including: (a) any obligation of SPI to give You notice or to provide any other service to You will be duly discharged by SPI giving or providing such notice or other service to your agency; and (b) SPI may rely on or give any communication from or to such agency as though it were a communication from or to You.
4.2 Any agency entering into this Agreement warrants and represents (on the agency's own behalf) that it is authorised to act as agent on behalf of the client named in the Estimate in all respects in connection with this Agreement and indemnifies and will keep fully indemnified SPI for any losses (including any failure by such client to pay any sums due) incurred by SPI as a result of the agency not having such authority.
5.1 Each party warrants and represents to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
5.2 You warrant, represent and undertake to SPI, its Group and the Artist that Your Materials (i) will not contain any defamatory, libellous or obscene matter nor breach any contract, law or duty of confidentiality, or constitute contempt of court; and (ii) use of Your Materials as anticipated by this Agreement shall not infringe the rights, including the Intellectual Property Rights, of any third party. Group means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company (and "subsidiary" and "holding company" shall have the meanings assigned to them in Section 1159 Companies Act 2006). Each company in a Group is a member of the Group.
6. Indemnity and limitation of liability
6.1 You shall indemnify and keep fully indemnified SPI, any of its Group and/or the Artist (Indemnified Parties) on demand against all liability, costs, expenses, damages, fines and losses and all interest, penalties (including any and all penalties and/or other charges imposed by any applicable regulator and/or other authority) calculated on a full indemnity basis and all other reasonable professional costs and expenses awarded against or suffered or incurred by any Indemnified Party arising out of or in connection with (i) failure to obtain clearances in accordance with the key conditions set out in the Estimate; (ii) any actual or alleged breach of any of the representations and warranties given by You at clause 5; and (iii) any actual or alleged breach by You of clauses 7 or 8.
6.2 Nothing in this Agreement shall limit or exclude either party's liability for (i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be limited or excluded by applicable law; or (iv) any indemnity given under this Agreement.
6.3 Subject to clause 6.2 no party to this Agreement shall have any liability to any other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (i) loss of profits (whether direct or indirect); (ii) loss of sales or business (whether direct or indirect); or (iii) indirect or special or consequential loss.
7. Data Protection and Anti-Corruption Compliance
7.1 In performing their obligations under this Agreement, the parties shall comply with their respective obligations under Data Protection Legislation. Data Protection Legislation means the Directive on Privacy and Electronic Communications 2002/58/EC, Regulation (EU) 2016/679 (GDPR), data protection and privacy laws in the United Kingdom (including the Data Protection Act 2018) and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing from time to time and any codes of practice issued by supervisory authorities in the European Economic Area or the United Kingdom.
7.2 In the performance of its obligations under this Agreement each party shall: (a) comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including but not limited to the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977) and maintain its own policies and procedures in this respect; (b) as soon as practicable report to the other party any offer, request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; (c) ensure that any person associated with the party who is providing services or goods in connection with this Agreement does so only on the basis of a written contract including similar anti-corruption terms; (d) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015 and maintain throughout the term of this Agreement its own policies and procedures to ensure its compliance; (e) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and (f) include in its contracts with its subcontractors and suppliers applicable and appropriate anti-slavery and human trafficking provisions.
7.3 Breach of this clause 7 shall be deemed a material breach of the Agreement which shall entitle the non-breaching party (without affecting any other right or remedy available to it) to cancel this Agreement with immediate effect on written notice to the breaching party.
The parties agree to keep all Confidential Information relating to the other party and this Agreement strictly confidential. You also agree (and procure that Your agency agrees) to keep all Confidential Information relating to any Artists strictly confidential. Neither party shall disclose any Confidential Information without the prior written consent of the other party unless required by law or an applicable regulator. Confidential Information means information concerning the business, affairs, customers, clients or suppliers of the other party or its Group and the Artist (including the existence of any discussions or negotiations between the parties and the contents of this Agreement) and includes documents or parts of documents and all other information prepared or generated from such information.
9. Rights and Remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Neither party shall be entitled to assign the benefit or novate the burden of this Agreement to any third party without the written consent of the other, save that SPI may assign the benefit or novate the burden of this Agreement to any other of its Group without Your prior consent.
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions of this Agreement shall remain in force. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13. No partnership or agency
The parties are independent contractors and nothing in the Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties.
14. Third party rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except for any other Group company of SPI, who may each enforce the terms of this Agreement as if each of the relevant obligations were given by You or Your agency directly to the relevant Group company of SPI. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person, including any SPI Group company.
15. Force Majeure
Neither party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure Event. Force Majeure Event means any event affecting performance of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of the affected party including, without limitation, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or pandemic, natural physical disasters, war, military operations, riot, crowd disorder, terrorist action, civil commotion (or reasonable threat of any of the foregoing), failure or shortage of power supplies, strike, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action involving only the employees of the affected party) and any legislation, regulation, ruling or omissions (including failure to grant any necessary permissions) of any relevant government, court or any competent national or international governmental authority.
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent to the other party’s registered office address marked for the attention of the contact for that party set out in the Estimate.
16.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.
16.2 Neither party shall be liable to the other in respect of any discrepancy between the terms of this Agreement and any statement made which was relied on by the other party in entering into the Agreement (unless such untrue statement was made in the knowledge that it was untrue). Accordingly, any condition, warranty or other term which might but for this clause 17.2 be implied into or incorporated into the Agreement or any collateral contract (including the implied terms of satisfactory quality and fitness for purpose), whether by statute, common law or otherwise is hereby excluded (to the maximum extent permitted by law).
17. Governing law and jurisdiction
This Agreement and any dispute or claim relating to it or its subject matter, its enforceability or its termination (including non-contractual disputes or claims) is to be governed by and construed in accordance with the law of England and the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
In this Agreement: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (b) a reference to a “party” means a party to this Agreement and shall include that party’s personal representatives, successors and permitted assigns, and "parties" shall mean to both of them; (c) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision; (d) a reference to writing or written includes email; (e) any obligation on a party not to do something includes an obligation not to allow that thing to be done; (f) any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1 October 2020
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