Terms and Conditions

Terms and Conditions of Commissioning

Definitions in this Agreement the terms

(a) image includes a digital image, digital scan, photograph, transparency, negative, design, artwork, painting, montage drawing, engraving 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 image and whether or not altered by printing, photography, 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 Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party).

2. Copyright

(a) In accordance with section 21 (1)(e) of the South African Copyright Act No 98 of 1978 as amended, the provisions of Section 21 (1)(c) shall not apply to the work(s) to be made in terms hereof and the photographer will be the author of the work(s) and the copyright subsisting therein.
(b) Shaun Thomas supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those images in a given context. No property or copyright in any images shall pass to the Client whether on its submission, or on Shaun Thomas’s grant of reproduction rights in respect thereof.
(c) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.

3. Use

(a) The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the images before payment in full of the relevant invoice(s) without the express permission of Shaun Thomas. 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 Client is put into receivership or liquidation.
(b) Reproduction rights granted are personal to the Client and may not be assigned, nor may any image 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.
(c) Shaun Thomas reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
(d) Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
(e) Permission to use the images 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.
(f) Unless otherwise agreed in writing, all further Licences in respect of the images will be subject to these Terms & Conditions.
(g) Shaun Thomas reserves the right to make use of all commisioned work within his blog, website or related marketing materials for the promotion of his business, unless explicitly requested otherwise by the client in writing.

4. Client Confidentiality

(a) Shaun Thomas will keep confidential and will not disclose to any third parties or make use of material or information communicated to them in confidence for the purposes of the photography, save as may be reasonably necessary to enable Shaun Thomas to carry out his obligations in relation to the commission.

5. Indemnity

(a) While Shaun Thomas takes all reasonable care in the performance of this agreement generally, he shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any image or its caption.
(b) The Client agrees to indemnify Shaun Thomas in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Client by Shaun Thomas.
(c) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Shaun Thomas 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, trade marks, registered or copyright designs or works of art depicted in any image. In the event that the image issued or reproduced by or with the authority of the Client then the Client shall indemnify Shaun Thomas against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.

6. Payment

(a) Payment terms are strictly 14 days from date of invoice by cash, card or electronic funds transfer (EFT). EFT details will be supplied with our invoice if this is a more convenient method of payment. Proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery.I understand and will exercise my statutory right to claim interest and compensation for debt recovery costs under the late payment of commercial debts act if I am not paid according to agreed credit terms.
(b) If payment is not made in accordance with (a) above then Shaun Thomas may rescind this Agreement and recover damages, or, at his option, may exercise his statutory right to interest.
(c) 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 14 days from the issue date, and that Shaun Thomas may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
(d) A fee of R20.00 may be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
(e) Shaun Thomas reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of images, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
(f) 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, Shaun Thomas may at any time thereafter inspect any records, accounts and books relating to the reproduction of their images to ensure that the images are being used only in accordance with the reproduction rights granted to the Client.

7. Expenses

(a) Where extra expenses or time are incurred by Shaun Thomas as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall give approval to and be liable to pay such extra expenses or fees at Shaun Thomas’s normal rate in addition to the expenses shown on the Estimate form as having been agreed or estimated.

8. Rejection

(a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style, composition or editing.

9. Cancellation & Postponement
(a) Once the Client has made a booking for a specific time and date, Shaun Thomas will not accept any other work from other clients for those times and dates.
(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within two weeks of any confirmed date, a fee of 50% of the booked time rate will be charged. When a client cancels photography within one week of any confirmed date, a fee of 100% of the booked time rate will be charged. In addition to this cancellation fee, the client will be charged for any expenses already incurred by Shaun Thomas.

10. Right to a credit

(a) If the box “copyright notice” or “Right to a Credit” on the license agreement has been ticked, Shaun Thomas’s name will be printed on or in reasonable proximity to all published reproductions of the images. By ticking the “Right to a Credit” box Shaun Thomas asserts his statutory right to be identified as the author of the work.
(b) Unless otherwise agreed in writing if any image reproduced by the Client omits the copyright notice or credit line specified by Shaun Thomas any fee payable by the Client shall be subject to an increase specified by Shaun Thomas, and in any event an increase of not less than 25%.

11. Delivery of images

(a) Shaun Thomas will edit every take and deliver digital e-proofs of what he considers to be the best representation of every situation covered. As a result, printed contact sheets will only be supplied to the client if agreed so beforehand and will incur a charge for their production.
(b) All files are delivered as colour Adobe RGB 1998 .tif files or RGB .jpg files as requested. Client assumes all responsibility for any RGB to CMYK prepress work required. Client agrees to hold harmless Shaun Thomas from any claims arising from such work. Shaun Thomas is not responsible for how images render on websites. Shaun Thomas’s liability for all claims shall not exceed in any event the total amount paid under this invoice.

12. Storage

(a) Every effort will be made to archive the images indefinitely by Shaun Thomas. However, Shaun Thomas makes no warranty about the nature of its archive past the date of first delivery of final images. Clients should treat the delivered files carefully, and we recommend that you keep a safe copy for the duration of the license.

13. Applicable Law

(a) This Agreement shall be governed by the laws of the Republic of South Africa.

14. Variation

(a) These Terms & Conditions shall not be varied except by agreement in writing.
I acknowledge that this Commission Agreement is willingly entered into on hiring the services of Shaun Thomas (TGVphoto) and their related employees and services. I, hereby warrant that I have read and understood these terms & conditions and have the legal authority to execute the above Release/Commission without any breach of any prior agreement or application, including but not limited to prior agreements with modeling or talent agencies or any other person, company or entity. I hereby Commission Shaun Thomas and Release and agree to indemnify the licensed parties and their respective successors and assigns, from and against any and all liability arising out of the exercise of the rights granted by the above Commission Agreement. I approve the foregoing and waive any rights in the photographs/designs. This agreement will be binding upon me and my heirs, legal representatives and assigns.