Website Terms

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

Terms of website use

This terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website www.arcangel.com (“Our Site”), whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms of use, you must not use our site.

Other applicable terms

These terms of use refer to the following additional terms, which also apply to your use of our site:

Our Privacy Policy [www.arcangel.com/website-terms], which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Our Acceptable Use Policy [http://www.arcangel.com/acceptable-use], which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.

Our Cookie Policy [www.arcangel.com/acceptable-use], which sets out information about the cookies on our site.

If you purchase goods from our site, our Terms and conditions of supply [www.arcangel.com/terms-and-conditions] will apply to the sales.

Information about us

www.arcangel.com is a site operated by Arcangel Images Limited (“We”). We are registered in England and Wales under company number 04613327 and have our registered office at Finance House, 77 Queen’s Road, Buckhurst Hill, Essex, 1G9 5BW. Our main trading address is 9 White Lion Street, London N1 9PD. Arcangel Images Ltd are not VAT registered.

We are a limited company.

Changes to these terms

We may revise these terms of use at any time by amending this page.

Please check this page from time to time to take notice of any changes we made, as they are binding on you.

Changes to our site

We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Accessing our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected]

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, our site; or
• use of or reliance on any content displayed on our site.

If you are a business user, please note that in particular, we will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by use to you, which will be set out in our Terms and conditions of supply (www.arcangel.com/website-terms).

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy (www.arcangel.com/acceptable-use).

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose, or where you upload content to our site under separate contractual terms, in accordance with those terms.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy (www.arcangel.com/acceptable-use).

The views expressed by other users on our site do not represent our views or values.

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy (www.arcangel.com/acceptable-use).

If you wish to make any use of content on our site other than that set out above, please contact [email protected].

Third party links and resources in our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.

We have no control over the contents of those sites or resources.

Applicable law

If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

End User Terms & Conditions

1. INTERPRETATION

• 1.1 Definitions
  Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.Conditions: the terms and conditions set out in this document as amended from time to time.Contract: the contract between the Supplier and the Licensee for the Licence of the Images in accordance with these Conditions.

  Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

  Images: means all types of visual content, including without limitation still photography, motion film or video and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith as set out in the Order.

  Licence: the Licence for the use of the Images as set out in these Conditions, the type of Licence of which will be specified in the Order.

  Licensee: the person or firm who purchases the Licence from the Supplier.

  Order: the Licensee’s order for the Images, as set out in the Licensee’s purchase order form that includes among other terms, the permitted scope of use of the Images selected, territory, any limitations on the use of the Images, and the licensee fee that corresponds to the use.

  Supplier: Arcangel Images Limited (registered in England and Wales with company number 04613327) whose registered office is at Finance House, 77 Queens Road, Buckhurst Hill, Essex IG9 5BW.

• 1.2 Interpretation
  • (a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • (b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • (c) a reference to writing or written includes emails.
  • (d) any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. BASIS OF CONTRACT

• 2.1
  These Conditions apply to the Contract to the exclusion of any other terms that the Licensee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• 2.2
  The Order constitutes an offer by the Licensee to purchase the Licence in accordance with these Conditions. The Licensee is responsible for ensuring that the terms of the Order are complete and accurate.
• 2.3
  The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

3. LICENCE

The Supplier offers two types of licence models: royalty-free and rights-managed. Royalty-free does not mean there is no cost for the licence. Instead, royalty-free means that the licence fee is paid once and there is no need to pay additional royalties if the content is reused. Royalty-free content is licensed for unlimited, perpetual use, and pricing is based on the file size. Rights-managed content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.

The Licensee may only use the Images licenced as follows, which will depend on which type of Licence is specified in the Order:

RIGHTS-MANAGED:

• • 3.1 Grant
    • (a) The Supplier hereby grants to the Licensee, unless stated otherwise in the Order, a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit, or create a derivative work (collectively “use”) the Images solely to the extent the use is explicitly stated in these Conditions. Images licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the Image is not compromised.
    • (b) If the Licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the Images as limited in the Order and agrees to be bound by the terms of these Conditions. Notwithstanding the foregoing, the Licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any Image shall transfer to the Licensee by the grant of the license contained in these Conditions. All rights not expressly granted to the Licensee are reserved to the Supplier and the copyright holder.
  • 3.2 Restrictions As To Use
    • (a) The use of the licensed Images is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Order. The Licensee may not use nor permit the use of the licensed Images beyond the terms of the Licence without first obtaining an additional Licence, including any electronic reproduction or promotional rights.
    • (b) Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
    • (c) Licensee may not incorporate the licensed Image in any logo, trademark or service mark.
    • (d) Licensee may not make the Images available in any medium in a manner intended to allow or invite a third party to download, extract, or access the Images as a standalone file. For Images displayed on a website, Licensees shall post terms that prohibit the republication or transmission of the Image as a stand-alone file.
    • (e) Licensee may not archive, republish, or transmit any images on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from the Supplier.
    • (f) If the Images are displayed or reproduced on a social media or other third party website that permits sharing of content, the rights granted by the Supplier shall be automatically revoked in the event that the website seeks to exploit rights to the Images contrary to the terms of these Conditions, and the Licensee shall take commercially reasonable efforts to remove the Images from such website.
    • (g) Unless otherwise expressly licensed, Images may not be modified, reconfigured, or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Image(s) on mobile devices.
    • (h) Licensee may not use the Images contrary to any restriction provided to Licensee prior to or at the time the Images are delivered to Licensee. Restrictions may be provided with the Image information located on the Supplier’s or any authorized distributor’s website or otherwise communicated.
    • (i) Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

Royalty Free for one Client Use:

• 3.3 Grant
  • (a) Subject to these Conditions, the Supplier grants the Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to the Images, an unlimited number of times on behalf of, or for one client, in any and all media for all uses other than the use restrictions in clause 4 below. All other rights to the Images, including, without limitation, copyright, are reserved to the Supplier and the copyright holder.
  • (b) The Licensee may alter, crop, modify or adapt the Images, except for Images identified as “Editorial Use Only” in which instance only minor alterations may be made that does not alter the meaning of the Image. Licensee may make a back-up copy of the content for internal back-up purposes provided the Supplier’s copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by these Conditions.
  • (c) If the Licensee desires to use the Images for an additional client, the Licensee must contact the Supplier to purchase an additional license. If the intended use is a restricted use, please you may contact the Supplier, to see if the use may be granted. The Licensee cannot use the Images prior to permission and restricted use rights may not be available.
• 3.4 Number of Users and Seat License
  The Licensee may store the Images on a server, image library or network configuration to be viewed by the Licensee, subcontractors or its clients provided that no more than ten (10) persons can access the Images. Before permitting access to more than ten (10) persons, Licensee must purchase an additional seat license from the Supplier.
• 3.5 Restrictions on Use
  Except as provided herein, the Licensee may not:
  • (a) Sublicense, sell, assign, convey or transfer any of its rights under these Conditions, but the Licensee may sell or license derivative works incorporating the Images.
  • (b) Include the Images in an electronic template intended to be used by third parties on electronic or printed products, without obtaining the prior written consent of the Supplier and the payment of an additional license fee.
  • (c) Create multiple impressions or “on-demand” products, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpapers for mobile devices or any other electronic or printed matter, without first obtaining an extended license for such purpose (if available).
  • (d) Make the Images available in any medium in a manner intended to allow or invite a third party to download, extract or access the Image as a standalone file. For Images displayed on a website, the Licensee shall post terms that prohibit the republication or transmission of the Image as a stand-alone file.
  • (e) Incorporate the Images into a logo, trademark or service mark.
  • (f) Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, or infringe on any third party intellectual property rights, whether directly or in context or juxtaposition with other subject matter and materials.
  • (g) Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
  • (h) Falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Images.
  • (i) Use content identified as “Editorial Use Only” for non-editorial purposes.
  • (j) Fail to comply with the Product Endorsement or Sensitive se Disclaimer in clause 4.
  • (k) If the Images is used on a social media or other third-party website; the Images may only be used as part of another work and not as a stand-alone file; and any rights shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Images contrary to these Conditions.
  • (l) Use the Images for multiple clients without obtaining an additional license.

4. PRODUCT ENDORSEMENT OR SENSITIVE USE DISCLAIMER

• 4.1
  The Licensee may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.
• 4.2
  If any Images featuring a model is used in:
  • (a) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or
  • (b) in connection with a subject that would be unflattering or controversial to a reasonable person, the Licensee must use the Images with a conspicuous statement that indicates that the person so pictured is a model and the Images are used for illustrative purposes only.

5. DELIVERY

• 5.1
  The Supplier will make the Images available for download as soon as the Supplier accepts the Order.
• 5.2
  Delivery is completed on the completion of making the Images available for download.
• 5.3
  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Images that is caused by a Force Majeure Event or the Licensee’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Images.

6. EDITORIAL CREDIT

If any still Images are used in an editorial manner, the credit line, “[Photographer name]/Arcangel Images Limited”, must appear adjacent to the Image or as otherwise indicated by Arcangel Images Limited. If the Images consist of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form “[Footage] supplied by [Collection Name]/Arcangel Images Limited”.

7. RELEASES & CAPTIONS

The Supplier will notify the Licensee if it has obtained a model release and/or a property release for Images, either in the release status information on the Supplier’s website, in the Invoice or by any other means. If no such notification is given, then no such model or property release has been obtained. The Supplier grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Images, or with respect to any music or audio included with the Images. The Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Images or if additional permissions or consents are necessary from person, entity, association, guild or other organisation. The Licensee may not rely on any statements made by any of the Supplier’s employees or representatives other than those provided in these Conditions. The Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent. The Supplier used commercially reasonable efforts to identify the caption for the Images, but cannot be held responsible for erroneous or incomplete caption information.

8. ELECTRONIC STORAGE

The Licensee must retain the copyright symbol, the name of the Supplier and the image number, and all metadata or other identification number associated with the Images. The Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Images. The Licensee may make one (1) high-resolution backup copy of the Images for security reasons only. Upon the expiration or earlier termination of these Conditions, the Licensee shall promptly delete the Images from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Images as well.

9. PRICE AND PAYMENT

• 9.1
  The price of the Licence shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
• 9.2
  The Supplier may, by giving notice to the Licensee at any time before delivery, increase the price of the Images to reflect any increase in the cost of the Images that is due to:
  • (a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  • (b) any request by the Licensee to change the delivery date(s), quantities or types of Images ordered; or
  • (c) any delay caused by any instructions of the Licensee or failure of the Licensee to give the Supplier adequate or accurate information or instructions.
• 9.3
  The price of the Licence excludes amounts in respect of value added tax (VAT), which the Licensee shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
• 9.4
  The Supplier may invoice the Licensee for the Licence on or at any time after the completion of delivery.
• 9.5
  The Licensee shall pay the invoice in full and in cleared funds as set out in the Order. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
• 9.6
  If the Licensee fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Licensee shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.
• 9.7
  The Licensee shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Licensee against any amount payable by the Supplier to the Licensee.

10. PROTECTION OF THE IMAGES

• 10.1
  The Licensee shall immediately notify the Supplier in writing giving full particulars if any of the following matters come to its attention:
  • (a) any actual, suspected or threatened infringement of the Images;
  • (b) any claim made or threatened that the Images infringe the rights of any third party; or
  • (c) any other form of attack, charge or claim to which the Images may be subject.
• 10.2
  In respect of any of the matters listed in Clause 10.1:
  • (a) the Supplier shall, at his absolute discretion, decide what action to take, if any;
  • (b) the Supplier shall have exclusive control over, and conduct of, all claims and proceedings;
  • (c) the Licensee shall not make any admissions other than to the Supplier and shall provide the Supplier with all assistance that he may reasonably require in the conduct of any claims or proceedings; and
  • (d) the Supplier shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
• 10.3
  The Supplier warrants that:
  • (a) it has all necessary rights and authority to enter into and perform these Conditions;
  • (b) the Image(s) will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for these Conditions and in the form delivered by the Supplier (i.e., excluding any modifications, by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and
  • (c) if a release is provided by the Supplier pursuant to clause 7, the Licensee’s use of the Images and in accordance with these Conditions and in the form delivered by the Supplier (i.e., excluding any modifications by the Licensee) will not, where a property release is provided, infringe on any trademark and/or will not, where a model release is provided, violate any right of privacy or right of publicity.

11. LIMITATION OF LIABILITY

• 11.1
  Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
  • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  • (b) fraud or fraudulent misrepresentation;
  • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  • (d) defective products under the Consumer Protection Act 1987; or
  • (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
• 11.2
  Subject to Clause 11.1:
  • (a) the Supplier shall under no circumstances whatsoever be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  • (b) to the fullest extent permitted by law, the Supplier shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under these Conditions.
  • (c) the Supplier’s total liability to the Licensee in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Licence.

10. INDEMNITY

• 10.1
  The Licensee shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
  • (a) the Licensee’s exercise of its rights granted under these Conditions;
  • (b) the Licensee’s breach or negligent performance or non-performance of these Conditions, including any product liability claim relating to Licensed Products manufactured, supplied or put into use by the Licensee;
  • (c) the enforcement of these Conditions;
• 10.2
  This indemnity shall apply whether or not the Supplier has been negligent or at fault.
• 10.3
  If any third party makes a claim, or notifies an intention to make a claim, against the Supplier which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Supplier shall:
  • (a) as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail;
  • (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed) , provided that the Supplier may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee’s consent) if the Supplier reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
  • (c) be deemed to have given to the Licensee sole authority to avoid, dispute, compromise or defend the Claim.
• 10.5
  If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Supplier shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, to the Supplier in respect of the payment is the same as it would have been were the payment not subject to tax.
• 10.6
  Nothing in these Conditions shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
• 10.7
  Provided the Licensee is not otherwise in breach of these Conditions and subject to clause 10.3, as the Licensee’s sole and exclusive remedy for any breach of the representations and warranties above, the Supplier shall defend, indemnify and hold harmless the Licensee from all damages, liabilities and expenses (including reasonable legal costs), arising out of or connected with the Supplier in breach of its warranties set forth above at clause 10.3. No other indemnification is offered by the Supplier under these Conditions.
• 10.8
  The Licensee shall promptly notify the Supplier of such claim. At the Supplier’s option, the Supplier may assume the handling, settlement or defense of any claim or litigation, in which event the Licensee shall cooperate in the defense of any such claim or litigation as may be reasonably requested by the Supplier. The Supplier shall have the right to participate in such litigation, at its expense. The Supplier will not be liable for any costs incurred prior to the other party giving notice of the claim for which indemnity is sought under clause 10.7..

11. SUB-LICENSING

The Licensee shall not grant sub-licences under these Conditions.

12. ASSIGNMENT AND OTHER DEALINGS

• 12.1
  The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions without the prior written consent of the Supplier.
• 12.2
  The Supplier may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and / or obligations under these Conditions.
• 12.3
  The Supplier may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party.
• 12.4
  The Licensee shall, at the Supplier’s request, execute any agreements or other instruments (including any supplement or amendment to these Conditions) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in Clause 14.2.

13. TERMINATION

13.1
Without affecting any other right or remedy available to it, the Supplier may terminate these Conditions with immediate effect by giving notice to the Licensee if:

• (a) the Licensee fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
• (b) the Licensee commits a material breach of any term of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified to do so;
• (c) the Licensee repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions;
• (d) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
• (e) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
• (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee (being a company);
• (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Licensee (being a company);
• (h) the holder of a qualifying floating charge over the assets of the Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver;
• (i) a person becomes entitled to appoint a receiver over all or any of the assets of the Licensee or a receiver is appointed over all or any of the assets of the Licensee;
• (j) the Licensee (being an individual) is the subject of a bankruptcy petition or order;
• (k) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Licensee’s assets and such attachment or process is not discharged within 14 days;
• (l) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.3(d) to Clause 15.3(k) (inclusive);
• (m) the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• (n) there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010).

14. CONSEQUENCES OF TERMINATION

• 14.1
  On expiry or termination of these Conditions for any reason and subject to any express provisions set out elsewhere in these Conditions:
  • (a) all outstanding sums payable by the Licensee to the Supplier shall immediately become due and payable;
  • (b) all rights and licences granted pursuant to these Conditions shall cease;
  • (c) the Licensee shall cease to make any use of the Images; and
  • (d) the Licensee shall return promptly to the Supplier at the Licensee’s expense all records and copies of any information of a confidential nature communicated to it by the Supplier, either preparatory to, or as a result of, these Conditions, to the extent such material remains confidential.
• 14.2
  Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Conditions shall remain in full force and effect.
• 14.3
  Termination or expiry of these Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination or expiry.

15. FURTHER ASSURANCE

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Conditions.

16. WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17. ENTIRE AGREEMENT

• 17.1
  These Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 17.2
  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.

18. VARIATION

No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. SEVERANCE

• 19.1
  If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
• 19.2
  If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. THIRD PARTY RIGHTS

No one other than a party to these Conditions, their successors and permitted assignees, shall have any right to enforce any of its terms.

21. NO PARTNERSHIP OR AGENCY

• 21.1
  Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
• 21.2
  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. FORCE MAJEURE

Neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate these Conditions by giving 7 days’ written notice to the affected party.

23. NOTICES

• 23.1
  Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
  • (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  • (b) sent by email to the address [email protected].
• 23.2
  Any notice shall be deemed to have been received:
  • (a) if delivered by hand, on signature of a delivery receipt;
  • (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
  • (c) if sent by email, at 9.00 am on the next Business Day after transmission.
• 23.3
  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. INADEQUACY OF DAMAGES

Without prejudice to any other rights or remedies that the Supplier may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of these Conditions by the Licensee. Accordingly, the Supplier shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of these Conditions.

25. GOVERNING LAW

These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

26. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its subject matter or formation.

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