1. Definitions
In these terms Act means the Copyright Designs and Patents Act 1988 as from time to time amended, extended or re-enacted; Reed means William Reed Ltd registered in England no. 2883992 whose registered office is at Broadfield Park, Crawley RH11 9RT; and Terms means these Standard Terms & Conditions For Contributors.
2. Reed’s Obligations
2.1 Reed shall pay the Contributor an agreed fee (Fee) in accordance with clause 4 subject to the delivery by the Contributor to Reed of the work commissioned by Reed (Work) in accordance with clause 3.
2.2 Reed shall not be under any obligation to use or exploit the Work and if Reed in its sole discretion decides not to do so the Contributor shall not have any claim against Reed for loss of opportunity to enhance the Contributor’s reputation or for any other reason whatever.
3. Contributor’s Obligations and Warranties
3.1 The Contributor shall deliver the Work to Reed by the date and in the format specified by Reed.
3.2 The Contributor warrants to Reed that:
3.2.1 the Work shall be original to the Contributor and shall not have been previously published or exploited in any part of the world and shall not be obscene, libellous, blasphemous, offensive or otherwise unlawful and shall not infringe any copyright, moral right, right of privacy, publicity or personality or any other right whatever of any third party;
3.2.2 the Contributor is the sole author of the Work and the absolute and unencumbered legal and beneficial owner of all copyright and other rights in and to the Work;
3.2.3 there is no present or prospective claim or litigation in respect of the Work, ownership of copyright in it or the rights hereby assigned or granted;
3.2.4 the Contributor will not at any time hereafter purport to assign, license or in any way dispose of or encumber any of the rights hereby assigned or granted or execute any documents or do anything in derogation from the assignment or grant made;
3.2.5 all authors of any copyright works included in the Work or any materials from which the same are directly or indirectly derived and all persons who are featured in the Work have irrevocably and unconditionally consented to the exploitation of their appearance in any media and/or by any manner or means and have waived all rights which they may now have or which they may in future be entitled pursuant to the provisions of Sections 77 to 89 of the Act and any other moral rights legislation which may in future be enacted in any part of the world and the Contributor shall make full payment to such persons of all equitable remuneration in respect of the rental or lending of their works and/or appearance by Reed;
3.2.6 if any part of the Work consists of films or photographs, their use by Reed shall not infringe or violate any right of privacy conferred by Section 85 of the Act, any right of publicity or any other right of any person whatever.
3.3 The Contributor shall keep the terms of any agreement with and any information relating to Reed strictly confidential and shall not disclose the same to any third party.
3.4 The Contributor shall indemnify Reed fully against any and all actions, proceedings, claims, demands, costs (including legal fees), awards and damages howsoever arising, directly or indirectly, as a result of any breach or non-observance by the Contributor of warranties, obligations or undertakings in these Terms.
4. Payment
4.1 The Contributor will invoice Reed for the Fee on delivery of the Work and payment shall be made by Reed to the Contributor within thirty (30) days from the date of invoice.
4.2 The Fee shall be full and final consideration in respect of all rights assigned or granted to Reed and no further sums shall be payable in connection with the use of the Work by Reed, its assignees or licensees. If any part of the Fee is expressed to be conditional on acceptance of the Work by Reed, then such part shall not be payable if Reed in its entire discretion decides not to accept the Work whether or not any reason for such decision is given by Reed.
4.3 The Fee shall be inclusive of all sums payable by way of equitable remuneration to the Contributor and all other persons in relation to the rental or lending of any works included in the Work and shall be inclusive of all expenses incurred by the Contributor to enable the Contributor to produce or deliver the Work including without limitation the cost and expense of all photographic film, development, enlarging, printing, processing, transportation, porterage hire, equipment facilities and personnel.
4.4 Reed shall pay Value Added Tax on the Fee where appropriate subject to the delivery to Reed of a valid Value Added Tax invoice.
5. Intellectual Property Rights
5.1 The Contributor hereby irrevocably assigns to Reed absolutely with full title guarantee all present and future copyright in the Work for the full period of copyright and all renewals, revivals and extensions thereof and all other rights, title and interest of whatever nature now or hereafter subsisting in the Work in all media now known or hereafter invented so far as may be possible in perpetuity in each case throughout the world.
5.2 The Contributor agrees unconditionally to waive the Contributor’s rights under Sections 77 to 89 of the Act in the Work and all other moral and author’s rights and rights of a similar nature under the laws of any jurisdiction.
5.3 The Contributor will do such further acts and execute such further documents as Reed may require to secure in it or its successors in title, assignees or licensees the rights granted or assigned or purported to be granted or assigned by these Terms.
6. Miscellaneous
6.1 Nothing contained in these Terms shall constitute a partnership or contract of employment between Reed and the Contributor.
6.2 No modification of these Terms shall be effective unless made by an express written agreement between the parties.
6.3 These Terms together with any other document incorporating these Terms shall constitute the entire agreement and understanding between the parties in relation to its subject matter.
6.4 No whole or partial waiver of any breach of these Terms shall be held to be a waiver of any other or any subsequent breach.
6.5 These Terms shall be governed by and construed in accordance with the laws of England and both parties submit to the exclusive jurisdiction of the English Courts.