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TERMS AND CONDITIONS: ALL ASSIGNMENTS ARE ACCEPTED SUBJECT TO THE ATTACHED ESTIMATE AND THE TERMS AND CONDITIONS BELOW (COLLECTIVELY, THE “AGREEMENT”), AND THE RIGHTS AND LICENSE GRANTED ARE LIMITED AS FOLLOWS:

DEFINITIONS: For the purpose of this Agreement, the Commissioning Party means an advertising or other agency or publisher (print or digital) hiring the Artist or agency (foxglove) on behalf of a Client. Client means the actual advertiser, magazine, or client of the Commissioning Party. The Creative Content means all content furnished by the Artist or agency, whether transparencies, negatives, prints, photographs, film, video, stills, or any other type of physical or electronic material. For purposes of this Agreement, Commissioning Party and Client are both Artist’s and Agency's Clients. The agency refers to foxglove under this Agreement. AI tools means any generative artificial intelligence software, tool or technologies. AI works means content created by the artists or art director using AI tools. Platform terms means any terms and conditions imposed by the provider of the relevant AI tools including without limitation the Midjourney terms of service currently available at  HTTPS://DOCS.MIDJOURNEY.COM/DOCS/TERMS-OF-SERVICE. Prompts means any prompts or customised weightings for AI tools used by vendor in the performance of this agreement.

COPYRIGHT: SUBJECT TO ANY APPLICABLE PLATFORM TERMS, All Creative Content and prompts remains the sole and exclusive property of the Artist, subject to the agreed-upon license to the Client, including the Agency, as set forth in the estimate (collectively with these terms and conditions “the Agreement”). The Artist retains all intellectual property rights, including copyrights, in and to all Creative Content produced and/or prompts used, including ownership of all original artwork, whether preliminary or final, and Clients shall return such artwork after use. Any usage beyond that granted to Clients herein shall require prior written approval and a mutually agreed-upon additional fee, which must be paid in full before such use is commenced. All art and creative direction artwork whether in digital or printed form  is the property of the agency. Unless otherwise agreed, no behind-the-scenes video, photography, or other ancillary and/or branded content shall be taken at the shoot at any time, other than by the artist or his/her approved team. The artist retains ownership of all such materials, whether still or moving imagery. If Behind-the-scenes or film/moving image content (“Film”) is agreed upon by the parties, the following terms shall apply: (i) Subject to additional Client payment, the Artist may execute the creation of the Film, including editing and post-production; (ii) Any additional edits to the Film require the Artist’s written approval; (iii) The Artist shall be credited as the sole director of the Film; (iv) still photographs cannot be pulled or used from the Film without the Artist’s written approval; (v) The Artist and his/her crew, including the Artist’s lighting or technical set-up, shall not be photographed or recorded without the Artist’s express written approval.

LICENSE:The Artist and the agency hereby grants a non-transferable right and license to use the Creative Content for the purpose, product, or relevant magaZine issue as expressly stated in the Agreement (the “License”). All rights not expressly granted in the Agreement are hereby reserved to the Artist and the agency, with respect to any AI Works, to the AI provider of the relevant AI Tool pursuant to the Platform Terms.  Unless otherwise agreed, the Artist or agency will only provide an edit of the Creative Content, and shall not be required to otherwise deliver or provide access to the Artist’s or agency’s hard drive. The License comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Creative Content before payment in full of the relevant invoice(s) without the Artist’s or agency’s express permission. Any permission that may have been granted for prior use will automatically be revoked if full payment is not made by the due date, or if the Client, including the Agency, is put into receivership or liquidation. The License only applies to the Client, project, magazine issue, or product as stated on the Estimate, and its benefit shall not be assigned to any third party without the Artist’s or agency’s permission. Accordingly, even where any form of 'all media' License is granted, the Artist’s and the Agency's permission must be obtained before any use of the Creative Content for other purposes, such as use in relation to another product, project, or sub-licensing through a third party. For any editorial assignment, no sub-licenses or reuse in affiliated or foreign language editions are permitted unless otherwise set forth in the Estimate. The Artist and agency retains the right in all cases to use the Creative Content in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting his/her/agency work. After any exclusivity period indicated in the Estimate, the Artist and agency shall be entitled to use the Creative Content for any purposes.

AI TOOLS: The client acknowledges and accepts that: (i) the creative content may consist wholly or partially of ai works; (ii) the artist’s ownership of, and each party’s right to use, such ai works is subject to applicable law and any applicable platform terms; and (iii) the artist and foxglove shall not be liable to the client in respect of any loss or damage suffered by the client as a result of any changes to applicable law and/or platform terms that in any way limits, prevents or imposes conditions on client’s use of any creative content and the ai works therein. 

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MODIFICATIONS: Clients, will not retouch, alter, modify, or change any Creative Content in any manner whatsoever or use only a portion thereof without the prior written consent of the Artist or the agency. The Creative Content will not be used in any manner that would detract from the image and reputation of the Artist or the agency. Once the Artist or agency approves any retouches or alterations to the Creative Content, the Creative Content may not again be retouched, altered, or otherwise modified without the Artist’s or agency’s written approval. Clients shall obtain the Artist’s or agency’s approval of the final layout before first publication and shall inform the Artist or agency of the Clients’ first use release date in advance of publication and shall keep the Artist and agency apprised of any changes to the scheduled release date. Clients shall provide the Artist or agency with high-resolution files of all final layouts of the Creative Content (i.e., together with logos and copy), and for film content, an uncompressed quick-time file of the final film. Clients shall provide THE AGENCY with at least five (5) issues of the publication in which the Creative Content appears and a PDF file of the relevant issue as well. If Clients violate any of the license restrictions, it may cause the Artist or agency damage which may be irreparable or impossible to ascertain and for which monetary remedies are likely to be inadequate. Accordingly, in addition to any other remedy available to the Artist and the Agency, the Artist and the agency shall be entitled to preliminary and permanent injunctive relief in any court of competent jurisdiction.

CREDIT: The Artist’s and agency’s name must not be used in conjunction with the Creative Content in any media for any purposes, without the express prior written permission from the Artist or agency. If stated on the Estimate that the Artist or agency will be credited, the Artist's name will be printed on or in reasonable proximity to all published reproductions of the Creative Content. If approved by the Artist or agency, upon launch, the Artist or agency must be credited at all times if usage is in social media by Name or by @ mention, specifically to their Instagram account name or other Account name as designated by the Artist and agency. If the Artist or agency approves of talent’s (e.g., model or stylist) use of the Creative Content on talent’s social channels, the same conditions shall apply. If the Creative Content is mentioned in a press release or in an article promoting the campaign (in print or digital), Clients will make best efforts to credit the Artist’s and agency’s name or social media account name, if applicable. For digital editorial publications or blogs, Clients will make best efforts to hyperlink to the Artist’s or agency’s Instagram account (or other social media account designated by the Artist or agency).

INDEMNITY: Clients shall have the sole and exclusive responsibility to obtain clearances and/or releases from all third parties whose images or materials will be included in or associated with any Creative Content, including, without limitation, model or talent consents, location releases, and the rights holders in published or performed music. Clients will indemnify, hold harmless, and defend the Artist and THE AGENCYagainst all claims, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or relating to (i) the use of the Creative Content by Clients; (ii) materials furnished to the Artist by Clients; (iii) following specific instructions of Clients; and (iv) Clients’ failure to obtain clearances for any third party intellectual property, personal or other proprietary rights, including copyrighted or trademarked works.

ESTIMATES: Quoted fees and expenses apply to the original layout and job description only. Additional compensation must be negotiated with THE AGENCY for any subsequent changes, additions, or variations requested by Clients, and confirmed in writing. A mandatory insurance charge of 5% of expenses will be required on each confirmed job, and if applicable, an additional production or administrative fee, as detailed in the Estimate, will be charged on all expenses. The Estimate is valid to within 15% plus or minus total expenses. Expenses per line item may shift within the total estimate. Once the overall budget has been agreed upon by the parties, the Artist and/or the Agency is not required to provide back-up documentation in support thereof. Should back-up documentation be required, an additional service fee of 15% of the expenses will be charged.

PAYMENT: An advance invoice of 75% of the total budget must be paid at least five (7) days before the commencement of the shoot. The balance of the Artist’s and agency’s fees and expenses will be invoiced on the completion of the shoot. The production expenses invoice will follow at any time after the shoot. Any additional usage(s) will be invoiced separately. Payment is expected within thirty (28) days of the issuance of the relevant invoice(s). Within five (5) days of receipt of an invoice, Clients must notify THE AGENCY of any disputes related thereto. If notification is not received during such time, the amount set forth in an invoice shall be final and binding on Clients. Unless otherwise agreed, all payments shall be made in British Pounds Sterling. The Agency reserves the right to impose an interest charge at the rate of 15% per day on all invoices not paid when due. Clients are responsible to pay all costs of collections, including reasonable attorneys’ fees. The full fee and all expenses shall be charged and remain payable whether or not Clients choose to use the Creative Content. Where applicable, all amounts payable by Clients shall be exclusive of VAT. VAT shall be payable by Clients in addition to the applicable fee. We reserve the right to retain advances for work deemed by the agency to have been undertaken irrespective of a cancellation. We also reserve the right to rescind on the issue of a credit note whether inferred in digital communication or an attached document. Any and all serviced deemed out of scope and carried out by the agency will incur a minimum of 10% service charge per item. This is non-refundable.

OVERAGES: Where extra expenses or time are incurred by the Artist or the Agency as a result of alterations to the original brief/scope of work by the Clients, including the Agency, or otherwise at their request, the Clients shall be liable to pay such extra expenses or fees to the Artist and the Agency in addition to the expenses and fees agreed upon in the estimate. In the event a shoot extends beyond ten (10) consecutive hours, the Artist and the Agency may charge for such excess time of assistants and/or freelance staff at the rate of 1.5 times their hourly rate. In the event a shoot extends beyond twelve (12) consecutive hours, the Artist and the Agency may charge for such excess time of assistants and/or freelance staff at the rate of 2 times their hourly rate. Clients are responsible to ensure that talent, model, stylist, hair and makeup persons, or other third-party contractors shall be available and will cooperate with the Artist for the purposes of creating the Creative Content for the entire shoot day, from starting time until wrap. The Artist shall not be responsible if he/she delivers less than, or only a portion of, the commissioned Creative Content in the event that the talent, model, stylist, hair and makeup persons, or other third-party contractors are unavailable or do not cooperate during the commissioned time frame.

CLIENT REPRESENTATIVE: Clients are responsible for the presence of an authorised representative at the shoot to approve the Artist's and agency’s interpretation of the assignment. If no such representative is present, Clients shall accept the Artist’s or agency’s interpretation of the assignment. Any course for complaint should be reported to the agency when it arises. Complaints cannot be considered in retrospect. Unless otherwise agreed prior to the shoot, the Artist will not send any Creative Content to a non-present party during shooting.

RESHOOTS: If digital files of the Creative Content at the time of final delivery are unusable because of an incurable technical defect, the Artist shall reshoot without additional fee, provided Clients give written notice of such defect within three (3) business days of delivery. In such event, Clients shall pay all additional costs for the reshoot inclusive of all expenses pertaining to production. The timing of all reshoots will be pending the Artist’s and the Agency's availability. All Client-requested changes in completed shoots are subject to an additional fee plus all additional expenses.

CONFIRMATION, CANCELLATION & POSTPONEMENT: A booking is considered firm from the date of confirmation, and accordingly, the client will be charged a fee for cancellation or postponement. For the subject of clarity, confirmation can be verbal, written in an email or acceptance/receipt acknowledgement of the estimate. If a shoot is cancelled or postponed by Clients after confirmation, Clients shall pay 100% of the Artist’s and agency’s fees and shall pay all expenses incurred up until the time of cancellation or postponement. If Clients fail to sign off on this Agreement or confirm the booking in writing with more than ten (10) business days prior to the shoot, this booking shall be considered confirmed for the purposes of this provision. Artist unavailability due to illness verified by a doctor or immediate family emergency shall relieve Artist of all obligations contracted for herein, and Clients shall hold Artist and the Agency harmless from and against any loss, cost, damage, or expense arising from Artist’s unavailability. Fees for cancellation and/or postponements will apply irrespective of the reasons for them, including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and/or the fault of third parties contracted by Clients.

COVID-19 CLAUSE:

1) If the Artist has to cancel because of a COVID-19 related issue, then the Clients/production are not responsible for paying the Artist any cancellation or postponement fees.

2) If the Clients/production has to reschedule due to a COVID-19 related issue and if we find a new date, then no cancellation fees would apply. Clients/production would only pay the cancellation fees if we cannot reschedule and the shoot is cancelled.

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GENERAL: This Agreement constitutes the entire agreement between the parties, and supersedes all previous agreements, understandings, and discussions relating to the subject matter contained herein, and may not be amended, modified, or changed in any respect unless such change is in writing and signed by the parties hereto. Clients acknowledge that THE AGENCY is acting on behalf of the Artist and is not liable or responsible to Clients for Artist’s obligations or their acts or omissions. The Artist’s total aggregate liability in respect of any and all claims arising under, out of, or in connection with this Agreement and the provision of the services under this Agreement shall be limited to a sum equal to the amount of fees actually received by the Artist under this Agreement. Clients further acknowledge and agree that the Artist is not an employee, agent, or contractor of the Agency, and the Agency has no obligation to pay any employment-related taxes, including without limitation all unemployment, workers' compensation, income tax withholding, and any other taxes of any nature whatsoever.

APPLICABLE LAW: This agreement shall be governed by the laws of England. The parties agree to submit any disputes arising in connection with this Agreement to the exclusive jurisdiction of the English Courts.