THE IMAGE YARD

TERMS & CONDITIONS OF TRADE

TERMS AND CONDlTlONS OF TRADE

The copyright in artwork commissioned by the Client shall be retained by THE IMAGE YARD unless otherwise agreed.

All websites created by THE IMAGE YARD remain the property of THE IMAGE YARD unless otherwise agreed.

All logos and branding created byTHE IMAGE YARD remain the intellectual property of THE IMAGE YARD unless otherwise agreed. All logos and branding originally owned by the Client remain the property of the Client.

The Client or the Client's customer (where the Client is acting as intermediary) is granted a licence to reproduce the artwork solely for the purpose set out on the face of this acceptance of commission.

Where the use of artwork is restricted, THE IMAGE YARD will normally grant the Client or the Client's customer a licence for use for other purposes subject to payment of a further fee in line with current licensing rates to be mutually agreed between THE IMAGE YARD and Client.

Where the Client is purchasing all copyright and the fee is based only specific use, there will be a further fee for any additional usage, to be mutually agreed between THE IMAGE YARD and Client in line with current licensing rates.

The licence hereby granted to use the artwork is contingent upon THE IMAGE YARD having received payment in full of all monies due and no reproduction or publication rights are granted unless and until all sums due under this Agreement have been paid.

The licence hereby granted is personal to the Client or the Client's customer (where the Client is acting as an intermediary) and the rights may not be assigned or sub-licensed to third parties without the consent of THE IMAGE YARD.

PAYMENT

The Client shall pay all invoices within 30 days of their receipt. Interest at the rate of 5% per month is payable on any balance unpaid after 30 days of the date of invoice.

CANCELLATlON

If a commission is cancelled by the Client under circumstances which are, unrelated to the performance of the artist the Client shall pay a cancellation fee as follows:

i) 33.33% of the agreed fee if the commission is cancelled on or before delivery of roughs.

ii) 100% of the agreed fee is the commission is cancelled on the delivery of artwork or pro rata if the commission is cancelled at an intermediate stage. In the event of cancellation, ownership of all rights granted under this agreement revert to THE IMAGE YARD. Note: The nature of the intended usage will usually have had a bearing on the total fee agreed at the outset but THE IMAGE YARD cannot, upon cancellation, reduce the fee in respect of usage, which the client no longer requires. It should therefore be assumed that any fee reduction deemed appropriate by New Division under 8 i) or ii) is based on the total agreed fee set out overleaf.

DELlVERY

i) Unless otherwise agreed, 100% of the agreed fee shall be payable before delivery/release/publication/uploading of any and all artwork or websites.

ii) The Client agrees to pay all such courier charges as may be incurred in the process of completing the commission.

iii THE IMAGE YARD shall use their best endeavours to deliver the artwork to the client by the agreed date and shall notify the Client of any anticipated delay. THE IMAGE YARD shall not be liable for any consequential loss or damages arising from late delivery of the artwork.

iv) If the urgency of the commission dictates delivery of artwork by lSDN or any other special arrangements are required the Client shall be liable for any costs involved.

APPROVAL/REJECTION

Should the artwork fail to satisfy, but require only minor alteration to bring it into accordance with the original brief, the artist shall be afforded the opportunity of making such amendments. Should the artwork still fail to satisfy, the client may reject the artwork upon payment of a rejection fee as follows:

i) 33.33% of the agreed fee if the artwork is rejected at the rough stage.

ii) 50% of the agreed fee if the artwork is rejected on delivery. In the event of a rejection, ownership of all rights granted under this agreement shall revert to THE IMAGE YARD unless otherwise agreed. If the Client changes the brief at any stage during the commission THE IMAGE YARD may require additional consideration for the extra work involved, especially if the artist is underway on final artwork following the Client's official approval of the trace. THE IMAGE YARD may refuse to carry out changes, additions or variations to the artwork which substantially change the nature of the commission. The client shall inspect the artwork immediately following delivery and shall notify THE IMAGE YARD immediately if it wishes to reject any part because it does not comply with the brief or is defective. If artwork is not rejected within 48 hours of delivery then Client shall be deemed to have accepted it.

WARRANTlES

Except where the artwork is based on reference material or visuals supplied by the Client or where otherwise agreed, THE IMAGE YARD warrants that the artwork is original and does not infringe any existing copyright and further warrants that the artwork has not been used elsewhere. The Client warrants that any necessary permissions have been obtained for the agreed use of reference material or visuals supplied by the Client or its customer and shall indemnify THE IMAGE YARD against any and all claims and expenses including reasonable legal fees arising from the illustrator's use of any materials provided by the client or its customer.

OWNERSHlP OF ARTWORK

THE IMAGE YARD shall retain ownership of all artwork (including roughs and other materials) delivered to the Client, unless otherwise agreed. Any created artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way whatsoever without the written consent of THE IMAGE YARD.

The Client may be required to return all artwork to THE IMAGE YARD no later than 6 months after delivery in undamaged, unaltered and unretouched condition although the Client may make and retain transparencies to enable it to exploit the rights granted with the artwork. If the artwork is lost or damaged at any time whilst in the Client's custody (which shall mean any time between delivery of artwork to the Client and the safe return to THE IMAGE YARD) the client shall pay compensation to THE IMAGE YARD for the physical loss/damage of the artwork.

ERRORS & OMMISSIONS

THE IMAGE YARDshall not be responsible for any loss of business or consequential loss or damages arising from mistakes, errors or omissions contained in any created artwork or websites.

FUTURE DEALlNGS

All future dealings between the Client and THE IMAGE YARD shall be on these Terms and Conditions unless otherwise agreed.

GOVERNlNG LAW

These Terms and Conditions are governed by the law of England and Wales and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English Courts.