Copyright Terms & Conditions

Terms & Conditions

1. In this agreement the terms (a) picture includes a photograph, transparency, black and white print or any other graphic work or any digital representation of any of these, which Asgard Films™ may offer for the purpose of reproduction; (b) reproduction includes any form of publication of the whole or part of any picture, altered or not, whether 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) Date for Return is the date by which pictures supplied by Asgard Films™ must be returned to it as specified on the consignment note or as extended by notice in writing from Asgard Films™. If no date is specified, the Date for Return shall be four weeks from the date on the consignment note or if an invoice is rendered for reproduction rights, 12 weeks from the date of such invoice. (d) Asgard Films™ is the supplier of the pictures. (e) The Client shall be the person or company set out overleaf.

2. No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties. Asgard Films™ catalogue, prospectus or other advertising material does not form part of this Agreement.

3. Pictures shall be supplied on loan and no property or copyright in any picture shall pass to the client whether on its submission or on Asgard Films™ grant or reproduction rights in respect thereof.

4. Asgard Films™ consignment note will list all the pictures delivered to the Client which shall be presumed to have been received in good condition unless within two days of receipt the Client notifies Asgard Films™ in writing any discrepancy or damage.

5. A non-refundable service fee to cover postage, packing, insurance and administration is payable by the Client on each submission and re-submission of pictures whether or not reproduction rights are required or granted. An additional fee may be charged to cover research time spent by Asgard Films™. The Client shall pay for courier, express, or any other special delivery arrangements requested.

6. The Client must return every picture to Asgard Films™ by its Date for Return by any method of affording proof of delivery. All necessary protection must be given to the picture in transit.

7. Unless otherwise agreed each picture may be held by the Client without incurring holding fees until its date for return and thereafter the Client shall be liable to pay a holding fee of £7.80 per picture per week or part thereof pending its safe receipt by Asgard Films™. Payment of the holding fee does not entitle the Client to retain the picture after the Date for Return.

8. Reproduction Rights

	Trademarks Simon Anderson Photography™, Asgard Films™, are Trademarks. Copyright United Kingdom law and International Copyright law protect the images on this web site. Images shall not be copied, reproduced, e-mailed, transmitted, or used in any manner whatsoever unless an agreement in writing has been established. All images on this web site are copyrighted and are the property of Simon Anderson Photography. Images are for web browsing only. Use of any image in full or in part must be negotiated. No image on this web site may be used for any purpose other than web browsing without the written consent of Simon Anderson Photography™ and Asgard Films™. Unauthorised duplication or usage of these images is prohibited by UK and International law. Infringement will lead to the infringing party being automatically charged at least 5 times the current fee for usage and / or prosecuted for copyright infringement in court of law within the United Kingdom, where they will be subject to damages as well as court costs and attorney fees. If you reproduce any copyright image the photographer must receive a full credit. The credit notice should read © Photographer's Name/AsgardFilms.com If you wish to reproduce any images please contact the office with details of the images you wish to use and how you wish to use them. We will then negotiate reproduction fees for this use with you.

	Terms & Conditions 1. In this agreement the terms (a) picture includes a photograph, transparency, black and white print or any other graphic work or any digital representation of any of these, which Asgard Films™ may offer for the purpose of reproduction; (b) reproduction includes any form of publication of the whole or part of any picture, altered or not, whether 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) Date for Return is the date by which pictures supplied by Asgard Films™ must be returned to it as specified on the consignment note or as extended by notice in writing from Asgard Films™. If no date is specified, the Date for Return shall be four weeks from the date on the consignment note or if an invoice is rendered for reproduction rights, 12 weeks from the date of such invoice. (d) Asgard Films™ is the supplier of the pictures. (e) The Client shall be the person or company set out overleaf. 2. No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties. Asgard Films™ catalogue, prospectus or other advertising material does not form part of this Agreement. 3. Pictures shall be supplied on loan and no property or copyright in any picture shall pass to the client whether on its submission or on Asgard Films™ grant or reproduction rights in respect thereof. 4. Asgard Films™ consignment note will list all the pictures delivered to the Client which shall be presumed to have been received in good condition unless within two days of receipt the Client notifies Asgard Films™ in writing any discrepancy or damage. 5. A non-refundable service fee to cover postage, packing, insurance and administration is payable by the Client on each submission and re-submission of pictures whether or not reproduction rights are required or granted. An additional fee may be charged to cover research time spent by Asgard Films™. The Client shall pay for courier, express, or any other special delivery arrangements requested. 6. The Client must return every picture to Asgard Films™ by its Date for Return by any method of affording proof of delivery. All necessary protection must be given to the picture in transit. 7. Unless otherwise agreed each picture may be held by the Client without incurring holding fees until its date for return and thereafter the Client shall be liable to pay a holding fee of £7.80 per picture per week or part thereof pending its safe receipt by Asgard Films™. Payment of the holding fee does not entitle the Client to retain the picture after the Date for Return. 8. Reproduction Rights
		8.1 (a) (if and when granted) in any of the pictures listed, are limited solely to the use, period of time and territory specified on the Asgard Films™ applicable invoice and unless otherwise agreed in writing relate to a single use in a single size with text (if any) in one language only. Rights granted to reproduce a picture on a product do not include the right to use that picture directly or indirectly in any manner in the advertising of that product unless such right is specifically granted (b) are not granted exclusively to the Client except when specified on the invoice (c) are personal to the Client and may not be assigned or licensed 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. (d) any reproduction rights granted are by way of license and no partial or other assignment of copyright shall be implied. (e) pictures shall not be copied, on-loan or otherwise disposed of and no use whatsoever shall be made of them by the Client without prior written consent of Asgard Films™, nor shall the picture be altered or manipulated, added to, or have any part deleted without the prior written consent of Asgard Films™. 8.2 (a) Until Asgard Films™ has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby Asgard Films™ is committed to grant reproduction rights as specified by the invoice and the Client acquire them. If after such invoicing but before payment, the Client request cancellation of the reproduction rights, Asgard Films™ may in its discretion cancel subject to the Client paying a cancellation fee. (b) Licensee may not exercise any of the reproduction rights in any picture until all Licence Fees and Service Fees have been fully paid and such monies have been cleared by Licensor's bank account. Any Reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement. (c) The Client will be indemnified and keep Asgard Films™ fully indemnified from and against all loss, claims, actions, proceedings, costs or damages incurred or awarded and compensation agreed in consequence of any breach, non-observance or non-performance by the Client of all or any of the obligations of the Client herein contained.
	9. Electronic or digital use, storage or transmission of images is forbidden without the express written permission of Asgard Films™.
		10. (a) Unless otherwise agreed in writing, if any picture reproduced by the client omits copyright notice or credit line specified by Asgard Films™ the reproduction fee payable by the Client shall be 30% more than the specified on the invoice. (b) Two proofs of any publication or the relevant pages thereof containing any pictures supplied by Asgard Films™ are to be furnished to Asgard Films™ by the Client free of charge within two weeks of publication. In other media evidence of use must be made available if requested.
	11. Losses, Mis-use or Damage
		(a) Risk in and responsibility for picture passes to the Client from the time they are received until their safe return. The Client shall immediately inform Asgard Films™ of any known loss or misuse of, or damage to the pictures while in the Client's possession or that of any third party. If a picture is not returned within twelve weeks of the Date of Return then Asgard Films™ may in its sole discretion presume it to be lost. (b) The Client shall be liable to pay Asgard Films™ compensation in respect of any picture lost, or in Asgard Films™ opinion damaged. Such compensation shall be £700 for each original picture lost or damaged with the exception of any monotone picture, for which there is an available negative, and any duplicate photograph in which case the compensation shall be £100, and with the further exception of any picture in respect of which a different compensation figure for loss or serious damage has previously been specified in writing by Asgard Films™. Payment of compensation does not give rise to any rights in any picture. (c) A picture subsequently found must be returned to Asgard Films™ immediately. If it is undamaged the Client will be credited with the compensation paid less a holding fee (under clause 10) from the date the compensation is claimed to the date the picture is returned, such credit being at last 20% of the compensation paid
	12. Any picture returned without its mount or with its caption mount data missing or defaced shall incur a replacement charge of £25.
	13. Suspension/Termination 13.1 Licensor shall be entitled by written notice to Licensee to terminate forthwith this Agreement and any of Licensee's rights hereunder if:
		(a) Licensor's invoice is not paid in full within 14days of issue or before publication of the Product, whichever is sooner. (b) Licensee is in breach of any material term of this agreement which is either incapable of remedy or if so capable is not remedied within 21 days of Licensee receiving notice thereof from Licensor. (c) a receiver has been appointed over all substantial part of the assets of Licensee but has not been discharged within 30 days after such appointment (d) any distress execution or other legal processes shall levied or enforced against all or a substantial part of the assets of Licensee. (e) a resolution is passed or an order is made for the winding up of Licensee (save for the purpose of and followed by a voluntary reconstruction or amalgamation). (f) Licensee convenes a meeting of its creditors or makes any arrangement or composition with or any assignment for the benefit of its creditors. (g) Licensee becomes bankrupt. (h) a petition for an administration order or winding up order is presented to the court. (i) Licensee becomes or is deemed unable to pay its debts within the meaning of Section 123(I) of the Insolvency Act 1986.
	14. Upon Termination 14.1 Upon termination under any of the above relevant clauses hereof and without prejudice to any of Licensor's other rights (including damages) hereunder:
		(a) all sums owing under this Agreement to the Licensor by the Licensee shall automatically become immediately due and payable. (b) all Reproduction and other rights granted hereunder shall automatically terminate. (c) Licensor may at any time thereafter inspect any records accounts and books relating to the rights granted hereunder to ensure that the pictures licensed by this Agreement are being used only in accordance with the reproduction rights granted to Licensee.
	15. While Asgard Films™ take all reasonable care in the performance of this Agreement generally, Asgard Films™ shall not be liable for any loss or damage suffered by the Client or by any third party arising from any defect in any picture or its caption or in any way from its reproduction.
	16. Unless specified in writing no warranty is given by Asgard Films™ as to the existence or validity of model or other releases or waivers in respect of any picture and Asgard Films™ Shall not be liable for such a release or waiver or for any defect in any existing releases or waivers. Asgard Films™ gives no rights or warranties with regard to the use of names, people, trademarks, registered or copyright or any copyright works depicted in any picture and the Client must satisfy himself/herself that all the necessary rights or consents as may be required for reproduction are obtained. The Client shall indemnify Asgard Films™ against any loss, damage, proceedings or costs suffered by Asgard Films™ from any reproduction of the picture by the Client without effective releases, rights or consents.
	17. This Agreement replaces and supersedes all previous agreements and arrangements between Asgard Films™ and the Client either written or oral with respect to the subject matter hereof and constitutes the entire arrangement between us.
		18. (a) If both parties hereto agree, a dispute between the parties arising out of or in relation to this Agreement may be referred by either party, first to the managing directors of Licensor and Licensee for resolution. (b) If any such dispute cannot be resolved as envisaged under 12.1 above within a maximum of 14 days after it has been referred under that sub-clause. (c) Such dispute shall be resolved under the jurisdiction of the Supreme Court of Judicature.
	19. This Agreement shall be subject to and construed according to United Kingdom law and the parties agree to accept the exclusive jurisdiction of the Courts of the United Kingdom.
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