Alamy stock photography - Changes to the Agreement

Amendments - 6th May 2004

A detailed explanation of the changes made under each clause is outlined below. Please be aware of the following points when reviewing the amendments:

If there has been a spelling or grammatical change then this has not been listed, nor have we listed capitalising initials. We have not listed where clause numbers have changed due to new clauses being inserted.
We have deleted the detail relating to the split of the Distributor commission between Alamy and the Distributor. The Distributor commission remains at 55%.
View previous version of the Contributor agreement; valid from 12.00 GMT, 10th December 2003, until 08.00 BST (07.00 GMT), 6th May 2004.

Preliminary

Clause	Change	Original	Replacement
N/A	Amendment	The following provisions record the legal terms and conditions upon which Alamy.com Holdings (Jersey) Limited, hereafter referred to as "Alamy" provides services which facilitate the licensing of Images by Contributors to third parties.	The following provisions record the legal terms and conditions upon which Alamy Limited, hereafter referred to as "Alamy" provides services which facilitate the licensing of Images by Contributors to third parties.

Definitions

Definition	Change	Original	Replacement
"Alamy"	Amendment	means Alamy.com Holdings (Jersey) Limited or any other person to whom it may license or assign its rights under this contract.	means Alamy Limited or any other person to whom it may licence or assign its rights under this contract.
"Storage Fee"	Amendment	means the Alamy fee per Image per month, or part thereof, levied in advance on the first day of the month. This fee will come into effect on 1st March 2003.	means the Alamy fee per Image per month, or part thereof, levied in advance on the second working day of the month. This fee will come into effect on 1st March 2003.

Tax

Clause	Change	Replacement
a.	New Clause	The Contributor must (as part of the registration process or otherwise) complete a declaration confirming which territory he/she is tax resident in. Where the Contributor is tax resident in an overseas jurisdiction, Alamy will deduct withholding tax from the royalties paid in accordance with the terms of the double tax treaty between the UK and the relevant overseas jurisdiction, where applicable. If for any reason the Contributor is not entitled to benefit from the reduced rate of withholding tax under the treaty (including, without limitation, where the Contributor supplies incorrect or inaccurate information in connection with the declaration required under this Clause 6), the Contributor shall immediately on demand by Alamy pay to Alamy any additional withholding tax due (together with any associated interest and penalties incurred by Alamy). The Contributor must immediately notify Alamy in the event of any change in his/her tax residence.
b.	New Clause	Agreement to Self Billing for UK VAT registered Contributors. The Contributor, if based in the UK, must (as part of the registration process or otherwise) complete a declaration confirming whether they are registered for Value Added Tax (VAT) in the United Kingdom. Where the Contributor is registered for VAT, the Contributor agrees that Alamy will self bill the Contributor. Alamy will issue self-billed invoices to the Contributor for all Taxable Supplies made to Alamy by the Contributor (Taxable Supplies is defined by HM Customs & Excise as all goods and services which are VAT rated). The self-billed invoices will include the Contributor's name, address and VAT number, together with all other details that constitute a full VAT invoice. Alamy, whose VAT number is 718 2941 23, will agree new terms for self billing with the Contributor in the event that Alamy's VAT number changes and Alamy will inform the Contributor if the self-billed invoices are outsourced to a third party. Alamy will add VAT onto the royalties paid in accordance with the standard rate of VAT in force at the time of the transfer. If it is subsequently found that the Contributor was not VAT registered or has failed to provide accurate and current information relating to his or her VAT status, then the Contributor shall immediately on demand by Alamy repay to Alamy any VAT paid over incorrectly (together with any associated interest and penalties incurred by Alamy) . The Contributor agrees that they will not issue VAT invoices for Taxable Supplies covered by this agreement. This self billing agreement will expire in line with the end of the Contributor contract. The Contributor must immediately notify Alamy in the event of any change in his/her VAT registered status, a change of their VAT number or if they sell all or part of their business.
c.	New Clause	Alamy may recover by debiting the Contributor's account any moneys due to Alamy under clauses a or b above in respect of tax and any associated interest or penalties.

Clause

Change

Original

Replacement

New Clause

The Contributor must (as part of the registration process or otherwise) complete a declaration confirming which territory he/she is tax resident in.

Where the Contributor is tax resident in an overseas jurisdiction, Alamy will deduct withholding tax from the royalties paid in accordance with the terms of the double tax treaty between the UK and the relevant overseas jurisdiction, where applicable.

If for any reason the Contributor is not entitled to benefit from the reduced rate of withholding tax under the treaty (including, without limitation, where the Contributor supplies incorrect or inaccurate information in connection with the declaration required under this Clause 6), the Contributor shall immediately on demand by Alamy pay to Alamy any additional withholding tax due (together with any associated interest and penalties incurred by Alamy).

The Contributor must immediately notify Alamy in the event of any change in his/her tax residence.

New Clause

Agreement to Self Billing for UK VAT registered Contributors.

The Contributor, if based in the UK, must (as part of the registration process or otherwise) complete a declaration confirming whether they are registered for Value Added Tax (VAT) in the United Kingdom.

Where the Contributor is registered for VAT, the Contributor agrees that Alamy will self bill the Contributor. Alamy will issue self-billed invoices to the Contributor for all Taxable Supplies made to Alamy by the Contributor (Taxable Supplies is defined by HM Customs & Excise as all goods and services which are VAT rated). The self-billed invoices will include the Contributor's name, address and VAT number, together with all other details that constitute a full VAT invoice.

Alamy, whose VAT number is 718 2941 23, will agree new terms for self billing with the Contributor in the event that Alamy's VAT number changes and Alamy will inform the Contributor if the self-billed invoices are outsourced to a third party.

Alamy will add VAT onto the royalties paid in accordance with the standard rate of VAT in force at the time of the transfer.

If it is subsequently found that the Contributor was not VAT registered or has failed to provide accurate and current information relating to his or her VAT status, then the Contributor shall immediately on demand by Alamy repay to Alamy any VAT paid over incorrectly (together with any associated interest and penalties incurred by Alamy) . The Contributor agrees that they will not issue VAT invoices for Taxable Supplies covered by this agreement.

This self billing agreement will expire in line with the end of the Contributor contract.

The Contributor must immediately notify Alamy in the event of any change in his/her VAT registered status, a change of their VAT number or if they sell all or part of their business.

New Clause

Alamy may recover by debiting the Contributor's account any moneys due to Alamy under clauses a or b above in respect of tax and any associated interest or penalties.

Distribution

Clause	Change	Original	Replacement
b.	Amendment	The Contributor agrees that they will specify in which territories they wish their Images to be available and once these territories have been selected the Contributor cannot deselect territories until 31 March 2004.	The Contributor agrees that they will specify in which territories they wish their Images to be available and once these territories have been selected the Contributor cannot deselect these territories until the date specified on the Distribution page of the Alamy website.