"We" and/or
"Us" means the picture supplier named overleaf. "You" means the
person or entity named as client overleaf. You will be deemed
to have accepted these terms and conditions unless you notify
us to the contrary and return all the Images to us within 5 days
of receipt. No variation of these terms or conditions shall be
effective unless agreed in writing.
"Image"
means any item which may be offered for the purposes of reproduction
(including where appropriate a Digital Image)
Supply
of Images
1.
The Images are submitted on loan at your request, on approval
only. Our delivery note lists the Images delivered to you, which
shall be deemed to have been received complete and in good condition,
unless we receive notification of any discrepancy or damage within
48 hours of receipt.
2. Images belong to us. They are your responsibility from the
time we despatch them until we receive them back. You are urged
to take out insurance to cover the total value of the Images delivered.
3. You must pay a non-refundable service fee to cover administrative
costs and despatch of Images on each submission and resubmission
of Images whether or not reproduction rights are required or granted.
We will deliver Images to you by the most appropriate safe method
which affords proof of delivery, and may invoice you for the delivery
costs.
Supply
of Images in Transparency or Printed Form
4.
"Return Date" is the date by which the Images must be returned
as specified on the delivery note or license. If no date is specified,
the Return Date shall be four weeks from the date of the delivery
note.
5.
You must pay the rental fee specified in the delivery note until
we receive the Images back. Payment of the rental does not entitle
you to retain any Image after its Return Date.
6. You must return Images to us by a safe method, which affords
proof of delivery. You must arrange adequate protection for Images
in transit. You must enclose a delivery note detailing and totalling
the returned Images and must send a copy of that note by separate
post, fax or e-mail.
7. You must immediately notify us in writing of any loss or damage.
You must pay us compensation for each Image lost or damaged at
the rates specified on the delivery note which are a genuine pre-estimate
of the loss which we will suffer. Any Image returned without its
mount or with its caption or other mount data missing or defaced,
may incur a replacement charge at the rate set out in the delivery
note. Payment of compensation does not entitle you to any additional
rights in the material. An Image subsequently found must be returned
immediately. If it is undamaged you will be credited with any
compensation paid less a rental fee at the rate set out in the
delivery note from Return Date to the date the Image is returned.
Such credit will never be less than 20% of any compensation paid
8.
If any materials are not returned within 3 months of expiry of
initial loan period and we have not been advised otherwise, we
may presume them to be lost.
License
for Use of Images
9.
The reproduction by whatever means of the whole or any part of
any Image (including, without limitation, slide projection, artist's
reference, artist's illustration, layout ore presentation of Images)
is strictly forbidden without our specific written permission.
You must inform us of your proposals as to when and how an Image
is intended to be used. We will then consider whether we would
wish to grant a licence and, if so, on what terms.
10.
No reproduction rights are granted by virtue of delivery of Images
unless expressly indicated. Your right to reproduce an Image arises
only if a) licence terms are agreed and b) our invoice relating
to the grant of such right is fully paid. Any reproduction of
before payment of the invoice or outside the terms of any licence
constitutes an infringement of copyright and also a breech of
this Agreement entitling us to rescind and claim damages. You
must indemnify us in respect of any claims, damages, costs or
expenses we incur arising from the use of any reproduction of
any Image supplied to you.
11.
You must satisfy yourself that all necessary rights, model releases
or consents which may be required for reproduction are obtained
and that the use of any Image is not obscene, indecent, libellous
or unlawful. We make no claim or warranty with regard to your
use of content, names, text, people, trademarks or copyright material
depicted in any Image and you will indemnify us in respect of
any claims, damages, costs or expenses we incur arising from the
use of any Image supplied to you.
12. Reproduction rights (if granted), unless otherwise agreed
in writing are a) subject to these terms and condition and any
terms and conditions set out in the delivery note and licence,
b) non-exclusive reproduction rights for single use only in the
United Kingdom. A single use means a reproduction in one size
for one edition of a single publication, published in one language
only, c) strictly limited to the use, period of time and territory
stated in the licence, d) personal to you and not assignable by
you to any third party.
13.
If we agree that you may license the use of any Image to any third
party, you shall enter into an agreement with such third party
to ensure that they are bound by licence terms restricting printing,
copying, networking, multiple access or other use of the Images
to personal use only, forbidding the assignment, resale, rental
and lending of the Image and ensuring that credit is given to
us and the author.
14.
You must credit us and the author as specified by us every time
an Image is used. If you fail to credit the Image and additional
50% of the original licence fee will be payable.
15.
All reproduced material must be credited to the SCR PHOTO LIBRARY
or SOCIETY FOR CO-OPERATION IN RUSSIAN AND SOVIET STUDIES
unless otherwise indicated on the Image.
16.
Images shall not be altered or manipulated, added to, or have
any part deleted without our prior written consent.
17.
You must provide us on publication with at least one complimentary
copy of any publication in which the reproduction of the Image
appears.
18.
New clients who wish to use a large number of our Images may be
requested to pay in advance an amount not exceeding 50% of the
total reproduction fee in order to obtain permission to reproduce.
Digital
Use of Images
19. You acknowledge that Images are our valuable property, as
are any digital images created from the Images ("Digital Images").
20.
You may not create, store or transmit Digital Images without our
permission except so far as is incidentally and wholly necessary
to the process of producing items licensed by us. If permission
is granted the following conditions apply:
21.
Each Digital Image created by you shall be recorded and labelled
with the Image reference number used by us and our copyright credit
information as an integral part of the image file, and held on
an electronic database under your sole possession and control.
22.
Unless otherwise agreed, any Digital Image you create must not
be greater in size than 640x480 pixels, 72ppi. Any use of the
Digital Images shall be in a format designed so that it will not
be possible to alter, manipulate or adapt and Digital Image in
any way during the normal course of using the product.
23.
You agree to destroy all Digital Images including any pre-press
or pre-production copies of the Images and any copies or records
of the Images held on a database within 90 days of the date of
receipt of the Images or completion of the maximum production
run, or expiry of the licence term, whichever is later.
Miscellaneous
24.
While we take reasonable care in the performance of this agreement,
we shall not be liable for any loss or damage suffered by you
or any third party arising from use or reproduction of any Image
or its caption. Damages for any other breach shall be limited
to the licence fee paid by you
25. You must pay our invoice within 30 days of issue. However,
in the case of newspaper, periodical and broadcasting use only,
if we agree in advance, you may pay by the end of the calendar
month immediately following publication or use, or within six
months of the issue of our invoice, whichever is sooner.
26.
If you do not pay in accordance with these terms then we may at
our option rescind this Agreement and recover damages, or charge
interest at the rate prescribed by the Late Payment of Commercial
Debts (Interest) Act 1998 from the date payment was due until
payment is made.
27.
Any licence granted will terminate immediately if you (a) die;
(b) enter into voluntary or compulsory liquidation; (c) have a
receiver appointed; or (d) fail to perform any of your obligations
under these Terms and Conditions within 28 days of our giving
you notice to comply. In the event of termination, all rights
granted will immediately revert to us and any further exploitation
of any Image shall constitute an infringement of copyright
28.
Any publication right (as defined in the Copyright and Related
Rights Regulations 1996) arising of your use of any Image shall
vest in us and you herby assign all such rights arising to us.
29.
Our failure to exercise or enforce any of our rights will not
be deemed to be a waiver of such rights nor bar their exercise
or enforcement in future.
30.
These Terms and Conditions shall be governed by the laws of England
and Wales and the parties agree to submit the jurisdiction of
the English courts, such jurisdiction to be exclusive, save for
infringement of copyright or non payment of our invoices where
it will be non-exclusive.