DEFINITIONS: For the purpose of this Agreement, the Commissioning Party means an advertising or other agency or publisher (print or digital) hiring the Artist on behalf of a Client. Client means the actual advertiser, magazine, or client of the Commissioning Party. The Creative Content means all content furnished by the Artist, whether transparencies, negatives, prints, photographs, film, video, stills or any other type of physical or electronic material. For purposes of this Agreement, Commissioning Party and Client are both Artist's Clients.
COPYRIGHT: All Creative Content remains the sole and exclusive property of Artist, subject to the agreed upon license to Client as set forth in the estimate (collectively with these terms and conditions “the Agreement”). Artist retains all intellectual property rights, including copyrights, in and to all Creative Content produced, including ownership of all original artwork, whether preliminary or final, and Client shall return such artwork after use. Any usage beyond that granted to Client herein shall require prior written approval and a mutually agreed upon additional fee which must be paid in full before such use is commenced. UNLESS OTHERWISE AGREED, NO BEHIND-THE-SCENES CONTENT SHALL BE TAKEN AT THE SHOOT.
LICENSE: Artist hereby grants a non-transferable right and license to use the Creative Content for the purpose, product or relevant magazine issue as expressly stated in the Agreement (the “License”). All rights not expressly granted in the Agreement are hereby reserved to the Artist. The License comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Creative Content before payment in full of the relevant invoice(s) without the Artist's express permission. Any permission that may have been granted for prior use will automatically be revoked if full payment is not made by the due date, or if the Client is put into receivership or liquidation. The License only applies to the Client, project, magazine issue or product as stated on the Estimate and its benefit shall not be assigned to any third party without the Artist's permission. Accordingly, even where any form of 'all media' License is granted, the Artist’s permission must be obtained before any use of the Creative Content for other purposes such as use in relation to another product, project or sub-licensing through a third party. For any editorial assignment no sub-licenses or reuse in affiliated or foreign language editions are permitted unless otherwise set forth in the Estimate. Artist retains the right in all cases to use the Creative Content in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting his/her work. After any exclusivity period indicated in the Estimate, the Artist shall be entitled to use the Creative Content for any purposes.
CREDIT: The Artist’s name must not be used in conjunction with the Creative Content in any media for any purposes, without the express prior written permission from Artist. If requested by Artist, Artist's name will be printed on or in reasonable proximity to all published reproductions of the Creative Content. If approved by Artist, upon launch, Artist must be credited at all times if usage is in social media by Name or by @ mention, specifically to their Instagram account name or other Account name as designated by the Artist.
COPIES: Client shall provide Artist with high-resolution files of all final layouts of the Creative Content (i.e. together with logos and copy), and for film content an uncompressed quick-time file of the final film.
INDEMNITY: Client shall have the sole and exclusive responsibility to obtain clearances and/or releases from all third parties whose images or materials will be included in or associated with any Creative Content, including, without limitation, model or talent consents, location releases, and the rights holders in published or performed music. Client will indemnify, hold harmless and defend Artist and SOW Worldwide LTD against all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of or relating to (i) the use of the Creative Content by Client; (ii) materials furnished to Artist by Client; (iii) following specific instructions of Client and for; (iii) Client’s failure to obtain clearances for any third party intellectual property, personal or other proprietary rights, including copyrighted or trademarked works.
ESTIMATES: Quoted fees and expenses apply to the original layout and job description only. Additional compensation must be negotiated with SOW Worldwide LTD for any subsequent changes, additions or variations requested by Client, and confirmed in writing. A mandatory insurance charge of 3% of expenses will be required on each confirmed job and if applicable an additional production or administrative fee, as detailed in the Estimate, will be charged on all expenses.
PAYMENT: An advance invoice of 75% of total budget must be paid at least five (5) days before commencement of the shoot. The balance of the Artist's fee and expenses will be invoiced on completion of the shoot. The production expenses invoice will follow at any time after the shoot. Any additional usage(s) will be invoiced separately. Payment is expected within thirty (30) days of the issuance of the relevant invoice(s). Within seven (7) days of receipt of an invoice, Client must notify SOW Worldwide LTD of any disputes related thereto. If notification is not received during such time, the amount set forth in an invoice shall be final and binding on Client. Unless otherwise agreed, all payments shall be made in British Pounds Sterling. SOW Worldwide LTD reserves the right to impose an interest charge at the rate of 2% per month on all invoices not paid when due. Client is responsible to pay all costs of collections, including reasonable attorneys’ fees. The full fee and all expenses shall be charged and remain payable whether or not Client chooses to use the Creative Content. Where applicable all amounts payable by Client shall be exclusive of VAT. VAT shall be payable by Client in addition to the applicable fee.
OVERAGES: Where extra expenses or time are incurred by the Artist as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall be liable to pay such extra expenses or fees to the Artist in addition to the expenses and fees agreed upon in the estimate. In the event a shoot extends beyond ten (10) consecutive hours, Artist may charge for such excess time of assistants and/or freelance staff at the rate of 1.5 times their hourly rate. In the event a shoot extends beyond twelve (12) consecutive hours, Artist may charge for such excess time of assistants and/or freelance staff at the rate of 2 times their hourly rate. Client is responsible to ensure that talent, model, stylist, hair and makeup persons, or other third party contractors shall be available and will cooperate with the Artist for the purposes of creating the Creative Content for the entire shoot day, from starting time until wrap. Artist shall not be responsible if he/she delivers less than, or only a portion of, the commissioned Creative Content in the event that the talent, model, stylist, hair and makeup persons, or other third party contractors are unavailable, or do not cooperate during the commissioned time frame.
CLIENT REPRESENTATIVE: Client is responsible for the presence of an authorised representative at the shoot to approve Artist's interpretation of the assignment. If no such representative is present, Client shall accept Artist's interpretation of the assignment. Any course for complaint should be reported to the agent when it arises. Complaints cannot be considered in retrospect. Unless otherwise agreed prior to the shoot the Artist will not send any Creative Content to a non-present party during shooting.
RESHOOTS: If digital files of the Creative Content at the time of final delivery are unusable because of an incurable technical defect, Artist shall reshoot without additional fee, provided Client gives written notice of such defect within three (3) business days of delivery. In such event, Client shall pay all additional costs for the reshoot. The timing of all reshoots will be pending the Artist's availability. All Client requested changes in completed shoots are subject to additional fee plus all additional expenses.
CANCELLATION & POSTPONEMENT: A booking is considered firm from the date of confirmation and accordingly the client will be charged a fee for cancellation or postponement If a shoot is cancelled or postponed by Client after confirmation, Client shall pay 100% of Artist's fee and shall pay all expenses incurred up until the time of cancellation or postponement. Artist unavailability due to illness verified by a doctor or immediate family emergency shall relieve Artist of all obligations contracted for herein, and Client shall hold Artist and SOW Worldwide LTD harmless from and against any loss, cost, damage or expense arising from Artist’s unavailability. Fees for cancellation and/or postponements will apply irrespective of the reasons for them, including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance and/or the fault of third parties contracted by Client.
GENERAL: This Agreement constitutes the entire agreement between the parties, and supersedes all previous agreements, understandings, and discussions relating to the subject matter contained herein, and may not be amended, modified, or changed in any respect unless such change is in writing and signed by the parties hereto. Client acknowledges that SOW Worldwide LTD is acting on behalf of Artist and is not liable or responsible to Client for Artist’s obligations or their acts or omissions. The Artist’s total aggregate liability in respect of any and all claims arising under, out of or in connection with this Agreement and the provision of the services under this Agreement shall be limited to a sum equal to the amount of fees actually received by the Artist under this Agreement. Client further acknowledge and agree that Artist is not an employee, agent, or contractor of SOW Worldwide LTD, and SOW Worldwide LTD has no obligation to pay any employment related taxes, including without limitation all unemployment, workers compensation, income tax withholding, and any other taxes of any nature whatsoever.
APPLICABLE LAW: This agreement shall be governed by the laws of England. The parties agree to submit any disputes arising in connection with this Agreement to the exclusive jurisdiction of the English courts.