TERMS & CONDITIONS
Terms also apply to animation each frame as artwork.
Terms set out in these Terms & Conditions shall have the following meanings:
“Artwork” means any illustration, drawing or picture in any form such as, for example only, pencil drawings, digitally produced images or graphical representations provided as part of the Services.
“Client” the person or firm who purchases Services from the Illustrator.
“Illustrator” Colin W Thompson.
“Intellectual Property” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Licence” as described in clause 2.
“Services” the provision of services relating to illustration, animation, advertising and graphic design and all other services that may be agreed.
“Illustrator Materials” all materials, equipment, documents and other property including, for the avoidance of doubt, the Artwork, of the Illustrator.
Ownership of Intellectual Property/Intellectual Property Licence
- All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Illustrator.
- The Client or the Client’s customer (where the Client is acting as an intermediary) is granted a Licence to reproduce the Artwork solely for the purposes set out on the face of this acceptance of commission. If the acceptance of commission is silent, the Client or the Client’s customer is granted an exclusive Licence for one time use in the United Kingdom only.
- During the currency of the Licence the Illustrator shall notify the Client of any proposed exploitation of the Artwork for purposes other than self-promotion and the Client shall have the right to make reasonable objections if such exploitation is likely to be detrimental to the business of the Client or the Client’s customer.
- Where use of the Artwork is restricted, the Illustrator will nominally 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 Illustrator and Client.
- The Licence to use the Artwork is contingent upon the Illustrator having received payment in full of all monies due and no reproduction or publication rights are granted unless and until all sums due under these Terms and Conditions have been paid.
- The Licence 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 Illustrator’s prior written consent.
- The Client acknowledges that, in respect of any third party Intellectual Property, its use of any such Intellectual Property is conditional on the Illustrator obtaining a written licence from the relevant licensor on such terms as will entitle the Illustrator to license such rights to the Client.
- All Illustrator Materials are the exclusive property of the Illustrator.
- The Client shall pay all invoices within 30 days of their receipt. Interest at a rate of 2% per month above Barclays Bank’s base rate is payable on any balance unpaid after 30 days of the date of invoice.
- If a commission is cancelled by the Client, the Client shall pay 100% of the agreed fee as a cancellation fee.
- The Illustrator shall use reasonable endeavours to deliver the Artwork to the Client by the agreed date.
- THE ILLUSTRATOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LATE DELIVERY OF THE ARTWORK.
- If, in the reasonable opinion of the Client, the Artwork fails to satisfy any agreed brief, the Client may reject the Artwork upon payment of 100% of the agreed fee as a rejection fee.
- In the event of rejection, any and all rights granted under these Terms and Conditions shall determine immediately including, for the avoidance of doubt, any Licence.
- If the Client changes the brief and requires changes, additions or variations, the Illustrator may require additional consideration for carrying out such work. The Illustrator may at his absolute discretion refuse to carry out any changes, additions or variations which substantially change the nature of the commission.
- 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 Illustrator 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.
- The Illustrator’s original artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way whatsoever without the written consent of the Illustrator.
- The Client shall return all of the Illustrator’s original artwork to the Illustrator not 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 Illustrators original artwork or any Artwork is lost or damaged at any time whilst in the Client’s custody (which shall mean anytime between delivery of Artwork to the Client and its safe return to the Illustrator) the Client shall pay compensation to the Illustrator for the loss/damage of the Illustrators original artwork or any Artwork at a rate to be agreed or, in default of agreement, decided by the Ethics Committee of the Association of Illustrators.
- Nothing in these Terms and Conditions shall limit or exclude the Illustrator’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
- The Illustrator shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for loss of profits, loss of sales of business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of damage to goodwill and any indirect or consequential loss.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
- Clauses 20 to 22 shall survive termination of the contract between the parties..
- The Client shall ensure the Illustrator is credited in any editorial use of the Artwork. Credits for non-editorial use are not required unless so indicated on the front of the form.
- Unless otherwise agreed, the Illustrator shall be entitled to receive not less than four proofs or printed copies of the Artwork.
- All notices shall be sent to the Illustrator and to the Client at the address stated in these Terms and Conditions. Each party shall give written notification of any change of address to the other party prior to the date of such change.
- 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 exclusive jurisdiction of the English Courts.