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“We
and/or “Us” means Image Quest Marine (trading name of
Image Quest 3-D Ltd).
“You” means the person or entity named as client;
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 or Film Material).
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
format
4) "Return Date" is the date by which the Images must
be returned as specified on the delivery note or licence. 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 fee 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 email.
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 the Return Date to the date the Image is returned. Such credit
will never be less than 20% of any compensation paid.
Licence for Use of Images
8) 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 or
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.
9) 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 before payment of the invoice or outside the terms
of any licence constitutes an infringement of copyright and also
a breach 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 any reproduction
of any Image supplied to you.
10) 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.
11) Reproduction rights (if granted ), unless otherwise agreed
in writing are
a)
subject to these terms and conditions 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,
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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.
12) 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.
13) You must credit us and the author as specified by us every
time an Image is used. If you fail to credit the Image an additional
50% of the original licence fee will be payable.
14) Images shall not be altered or manipulated, added to, or have
any part deleted without our prior written consent.
15) You must provide us on publication with at least one complimentary
copy of any publication in which the reproduction of the Image
appears.
Digital Use of Images
16) You acknowledge that Images are our valuable property, as
are any digital images created from the Images (" Digital
Images").
17) 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:
18) 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.
19) 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 any
Digital Image in any way during the normal course of using the
product.
20) 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
21) 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 by 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.
22) 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.
23) 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.
24) 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.
25) Any publication right (as defined in the Copyright and Related
Rights Regulations 1996) arising from your use of any Image shall
vest in us and you hereby assign all such rights arising to us.
26) 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.
27) Should any disagreement arise between us, we shall, if we
both agree, first try to settle it by a mediation procedure recommended
by the BPLC.
28) 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.
© Copyright 2001 British Photographers’ Liaison Committee/Finers
Stephens
Innocent As agreed by BAPLA, AOP, NUJ, MPA and the BFP.
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