1. DEFINITIONS

(a) For the purpose of this agreement “the Agency” and “the Consultant” shall where the context so admits include their respective assignees, sub-licensees and successor in title. All references in this agreement to both “the Agency “and “the Consultant” shall be interpreted as references to the Agency's Consultant. (b) For the purpose of this agreement “Agency” will mean IMAGE FOUNDRY. (c) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Agency are the only ones applicable. (d) Other Terms and Conditions proffered by the Consultant are specifically excluded unless agreed in writing beforehand by the Agency. (e) Where time is of the essence the Agency entirely at its own discretion may accept an instruction given orally, in this event the Agency shall accept no liability for any error in executing the order. (f) Unless the Agency is given prior written notice by the Consultant, the person placing or signing the order on behalf of the Consultant is deemed to be authorized to do so. (g) When a Consultant's policy is not to rely on email confirmations, hard copy must be supplied, if none is provided, then the email traffic will constitute a contract in law.

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2. MEMBERSHIP

(a)The Consultant will be required to pay a yearly fee of N15,000 (Fifteen thousand Naira Only) as membership fee which is renewable yearly. (b) This fee will be required at the expiration of 365 days and can be renewed only if the consultant retains the right to his/her membership. (c)Every registered consultant must have a pre-agreed rate card with the Agency and must be willing to share an accurate detail of all project costs. 

As a member of the Agency, the consultant will be entitled to the following benefits:

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• Access to paid projects within the Agency's network.

• Free studio time for all pre-scheduled shoot bookings. 

• Free profile management and publicity on the Agency's website.

• A free work portfolio management and update.

• Subsidized rates and charges on Studio fees and equipment rentals. 

3. STUDIO USE.

(a)    (a) To be entitled for the studio use, the consultants must have a pre-scheduled booking. (b) As a member, the consultant is entitled to a free 3-hour studio time after which he/she would be expected to pay for overtime. (c) The free 3-hour studio time will only include the use of all available studio equipment(s) excluding camera's and lenses. (d)The consultant is responsible for all available studio equipment(s) while utilizing the studio. (e) The consultant will be required to clean up after his/her studio sessions. 
    
4. RETOUCHING AND IMAGE EDITING

(a) The consultant will be required to do some editing or retouching retouch All projects images briefed by the Agency at least to a satisfactory level. This will include adjustments for exposure, brightness, contrast, sharpness, etc. (b) Digital manipulations and the inclusion of special effects will be solely on request and charged as extra cost but on an agreed rate with the Agency.

5. CONTACT DETAILS OF CLIENTS

(a)Confidentiality is important to us. Members may choose not share contacts details of their client, likewise the Agency.  (b)The Agency will keep confidential and will not disclose to any third party or make use of information communicated by the consultant for the purposes of work solicitation.

6. INDEMNITY

(a) It is the Consultant who must satisfy himself/herself/ that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained. (b) It is acknowledged that the Agency gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or Works of art depicted in any picture. (c) The Agency shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. (d) In all other cases the Consultant shall indemnify the Agency against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances. (e) The Agency will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Agency, it is the Consultant's responsibility to insure against such loss or damage.

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6. OVERTIME

In the event that a shoot extends beyond three (3) hours, the Agency may charge for studio time at the rate of 10% of total cost as an hourly rate.

10. PAYMENT

(a)The Agency will be paid a 35% commission for all of project briefs given to each consultant. (b)A 25% commission for all studio required jobs sourced by them while as consultants with the Agency. (c) And a 15% commission for all out of studio jobs sourced by them. (d) All commissions-based payments are expected to be prepaid. (e) Since all members will be pre-paid before project commencement, they are also expected to requests for pre-payment from external clients before work commencement. (f) Balance payment will take effect within 15 days of satisfactory completion. (g) Any disclosure of an inaccurate project cost with the agency will be considered fraudulent and would attract sanctions.

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13. PROJECT ACCEPTANCE, CANCELLATION & POSTPONEMENT

(a)Upon a project briefing, a member is expected to send in an acceptance or rejection response within 24 hours of the briefing. (b) Late rejections of briefs will not be tolerated and will attract disciplinary actions and a surcharge. (c)All bookings are considered firm as from the date of confirmation by the consultant. (d) All rejected briefs will be passed to the next available member. 

18. VARIATION

(a)These Terms and Conditions shall not be varied except by agreement in writing.