AI Generated British Licence Agreement for Photographic Images
PDF & Word - 2026 Updated

This Licence Agreement for Photographic Images (the Agreement) is made on 15 January 2024 between: (1) [Licensor Name], a professional photographer of 123 High Street, London, SW1A 1AA, United Kingdom (the Licensor); and (2) [Licensee Name], of 456 Oxford Road, Manchester, M1 1AA, United Kingdom (the Licensee). The Licensor is the owner of the copyright in certain photographic images. The purpose of this Agreement is to grant a licence to the Licensee to use the Images solely for travel promotion in accordance with the terms herein.

In this Agreement the following terms shall have the following meanings unless the context requires otherwise.

The headings in this Agreement are for convenience only and shall not affect its interpretation.

References to clauses and schedules are to the clauses and schedules of this Agreement.

This Agreement shall be interpreted in accordance with the laws of England and Wales.

The Licensor retains all ownership and copyright in the Images. The Licence is limited to the specific uses, Territory, and term expressly set out in this Agreement. No title or ownership in the Images transfers to the Licensee. All rights not expressly granted are reserved by the Licensor. This Agreement is governed by the Copyright, Designs and Patents Act 1988 (CDPA).

The licence granted under this Agreement is non-exclusive and non-transferable. It is strictly limited to the uses, Territory, and term specified in this Agreement. No exclusive rights are granted unless expressly agreed in writing and attached as an amendment to this Agreement.

Subject to the terms of this Agreement and payment of the Licence Fee, the Licensor grants to the Licensee a non-exclusive, non-transferable Licence commencing on the Commencement Date and expiring on the Expiry Date to use the Images solely for travel promotion purposes as follows: (a) digital formats limited to JPEG or PNG files no larger than 2000 pixels on the longest edge for online advertisements on the Licensee’s company website and social media platforms; (b) up to 5000 printed copies in brochures (A5 size or smaller) distributed at UK trade shows; and (c) no other formats or contexts are permitted. Any use outside the Territory requires the prior written consent of the Licensor.

The Licensee may not modify, alter, crop, or create derivative works from the Images without the prior written consent of the Licensor. The Licensee shall not sublicense the rights granted under this Agreement to any third party.

The Licence is granted on a fixed term basis, is not perpetual, and automatically expires on the Expiry Date.

The Licensee shall pay to the Licensor a licence fee of 1500.00 GBP excluding Value Added Tax by way of a single upfront payment on or before 15 January 2024.

Value Added Tax shall be payable by the Licensee in addition to the licence fee at the prevailing rate.

If any sum payable under this Agreement is not paid on the due date then the Licensor shall be entitled to charge interest on the overdue amount at the rate of 8.5 percent per annum from the due date until the date of actual payment.

Schedule 2 sets out all payment obligations including the fixed fee, VAT, and any applicable interest. No royalties shall be payable under this Agreement.

The Licensee shall only use the Images in the Territory and for the exact purposes set out in clause 4.1. Any use outside the United Kingdom requires the prior written consent of the Licensor. The contradictory wording in the original clause 4.1 is deleted and replaced by this provision.

The Licensee shall not use the Images in any political campaigns, adult or explicit content, or in any manner that could infringe the UK Advertising Standards Authority (ASA) codes, constitute defamation under UK law, breach the UK GDPR or Data Protection Act 2018, or otherwise violate any applicable UK laws or regulations.

The Licensee shall comply with all restrictions set out in this Agreement. Any use outside the permitted uses, formats, quantities, or contexts requires the Licensor’s prior written consent.

The Licensor represents and warrants that: (a) the Licensor is the sole owner of all rights in the Images; (b) the Licensor personally photographed and created the Images as an independent photographer and holds all copyright as the original author under the CDPA; (c) the Images are original works and do not incorporate any third-party materials; (d) all necessary clearances have been obtained; (e) the Images do not and will not infringe any third-party intellectual property rights or moral rights; (f) the Images were created on 15 May 2023; (g) no model releases are required as the persons in the Images are not identifiable or, if identifiable, all necessary model releases have been obtained; (h) property releases have been obtained for all identifiable properties; (i) there are no known or threatened claims, disputes, or litigation regarding the rights in the Images; and (j) the Licensor has the full right and authority to grant the Licence.

The Licensor further warrants that it has complied with the Copyright, Designs and Patents Act 1988, that all moral rights have been waived or cleared in accordance with s.87 of the CDPA, and that the Images do not breach any UK privacy, model release, or data protection laws.

The Licensee represents and warrants that: (a) the primary intended use of the Images is for commercial advertising and digital online use in accordance with clause 4.1; (b) the Images will be used only in the manner described in clause 5.12 of the original Agreement (as updated by this Agreement); (c) the intended use will comply with all applicable UK laws including the UK GDPR, Data Protection Act 2018, ASA Advertising Codes, and defamation laws; and (d) it will not use the Images in any way that violates the UK GDPR or Advertising Codes.

The Licensee must include the following copyright notice on all uses of the Images where feasible: \© [Licensor Name] [Year of Creation]. The Licensee shall not remove, obscure, or alter any metadata, copyright information, or watermarks from the digital files of the Images.

Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of its representations, warranties, or obligations under this Agreement; (b) infringement of third-party intellectual property rights; (c) breach of moral rights under the CDPA; (d) violations of data protection laws including the UK GDPR; or (e) defamation or breach of privacy under UK law.

The indemnifying party shall have control of any claim and the indemnified party shall provide reasonable cooperation. The indemnified party shall take reasonable steps to mitigate any losses. The indemnified party shall give prompt notice of any claim (and in any event within 30 days) to the indemnifying party.

Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the Unfair Contract Terms Act 1977 or the Consumer Rights Act 2015 (if applicable).

Subject to clause 10.1, neither party shall be liable to the other for any indirect, consequential, or incidental damages arising out of or in connection with this Agreement.

Subject to clause 10.1, the total liability of each party to the other under this Agreement shall not exceed 5000.00 GBP (being an amount higher than the Licence Fee to reflect the commercial nature of this contract).

No claim may be brought under this Agreement more than 12 months after the date on which the claiming party became aware (or should reasonably have become aware) of the circumstances giving rise to the claim. The parties acknowledge that the limitations in this clause are reasonable under the Unfair Contract Terms Act 1977 for a commercial contract between businesses.

The Licensor may, upon reasonable notice (not less than 14 days), audit the Licensee’s use of the Images and any records relating to payments or royalties (if applicable). The Licensee shall maintain accurate records for at least 6 years from the Expiry Date and shall provide reasonable access to such records during normal business hours.

Each party shall keep the Confidential Information of the other party secret and shall not disclose it to any third party without the prior written consent of the disclosing party. The obligations of confidentiality shall continue for 5 years after the Expiry Date or termination of this Agreement (whichever is later).

In the event of a breach of confidentiality the non-breaching party shall be entitled to seek injunctive relief without prejudice to any other rights or remedies.

This Agreement shall terminate automatically on the Expiry Date. Either party may terminate this Agreement immediately by giving written notice to the other if the other party commits a material breach (and, if the breach is capable of remedy, fails to remedy it within 30 days of notice), becomes insolvent, or fails to pay any fees due.

Upon termination or expiry: (a) the Licensee shall immediately cease all use of the Images except that it may continue to use lawfully made printed copies that were produced before termination/expiry for a period not exceeding 3 months solely to exhaust existing stock; (b) the Licensee shall destroy all digital copies of the Images in its possession or control within 30 days; and (c) the Licensee shall settle all outstanding payments.

The following clauses shall survive termination or expiry: clauses relating to Ownership and Copyright, Intellectual Property, Indemnification, Limitation of Liability, Confidentiality, Audit Rights, Data Protection, Moral Rights, Governing Law and Jurisdiction, and any other clause expressed to survive or which by its nature should survive.

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event beyond its reasonable control including but not limited to acts of God, war, strikes, or governmental action. The affected party shall give the other party notice of the force majeure event within seven days of its occurrence and shall use reasonable efforts to mitigate its effects. If the event continues for more than three months either party may terminate this Agreement by written notice.