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Whereas Cabinet UK Limited has been appointed by the The Courtauld Institute of Art "the Image Owner" to be the provider of
services in connection with on-line digital rights licensing (PictureRights) through this website and is acting as their agent
in respect of Licensed Material and the following Terms and Conditions apply.
THIS AGREEMENT is made between Cabinet UK Limited ("us" "we" "our") whose registered office is at
Bridge House Restmor Way Wallington Surrey SM6 7AH and the Licensee ("you" "your") and is subject to the
following terms and conditions ("Terms"). The Terms will constitute a binding agreement between us and you and any violation of
the terms may result in a termination of the Licensed Material.
This Agreement applies to all Rights Managed images ("Licensed Material") you purchase for use from us and all and any
licence/s issued by us via the World Wide Web and you agree to be bound by the terms hereof. If you do not accept these Terms
you should exit this Website immediately for your commencement to use this service or any part thereof signifies your full
acceptance of all these Terms and any violation of the Terms may result in termination of the service.
1 Definitions
In this agreement unless inconsistent with the context or otherwise specified the following definitions will apply:
| 1.1 |
'Acceptance Date' means the date you accepted or are deemed to have accepted these terms. |
| 1.2 |
'Agreement' means these terms.
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| 1.3 |
'Invoice' means the Invoice document that is generated by computer and that sets out the name and address of
the Licensee,
the Licensed Material, the area and period of time for use of the Licensed material including any Acknowledgements
for Use and/or Credit Line to be given by you to the Image Owner, any limitations, any reproduction rights selected
and the price/s for the grant of the Licence for the Licensed Material together with any subsequent invoice/s that
may be issued by us during or following completion of the Licensed Period in connection with charges that apply to
the use of the Licensed Material. The Invoice shall form part of this Agreement.
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| 1.4 |
'Licence Fee' means the price/s specified on the Invoice including any subsequent annual or periodic renewal.
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| 1.5 |
'Licence Period' means the period of time specified on the Invoice together with any subsequent renewal.
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| 1.6 |
'Licensed Material' means any still or moving image generated digitally electronically or by print digital file or
any other product that is or may be licensed by us that is protected by copyright licence trademark or any other
intellectual property right.
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| 1.7 |
'Order' shall mean the formal request from you by checking the Complete Purchase box for us to provide the necessary
Licensed Material.
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2 Grant of licence
| 2.1 |
Subject to the terms of this Agreement and in consideration of the payment of the License fee/s including any
renewal fee/s due to us by you we grant to you a non-exclusive non-transferable non-assignable license ('the Licence')
for use of the Licensed Material for the purpose/s and for the Licensed Period as stated in the Invoice.
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| 2.2 |
Our rights and remedies herein shall be in addition to all other rights and remedies we may have at Law and any
breach by you of any of the terms herein shall nullify our indemnities warrantees and obligations.
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3 Permitted Use
| 3.1 |
You may use the Licensed Material only for the purpose/s stated in the Invoice on the terms set out herein and
shall not use or attempt to use the Licensed Material as part of or incorporate it in any other product, service
or activity and you shall not translate or adapt the Licensed Material for any purpose nor arrange or create
derivative products based on the Licensed Material without the Image Owner's express written consent in each case.
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| 3.2 |
You may store the Licensed Material on your own computer system for the duration of the Licensed Period only and on
expiry of that period you must delete and destroy all such Licensed Material or any part or back-up thereof.
Access to the Licensed Material on your computer system must be limited solely to those persons having a Bona Fide
reason to access and utilise such material in connection with the purpose/s detailed in the Invoice.
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| 3.3 |
You shall not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the
Licensed Material to any other person and you shall effect and maintain adequate security measures to safeguard
the Licensed Material from unauthorised access use or copying.
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| 3.4 |
You shall not nor shall you permit others to use or adapt in any way the Licensed material for any obscene or
pornographic use or for any other purpose that could cause or give rise to any civil or criminal liability under
relevant law nor shall you use or permit others to use any Licensed Material for any purpose that could infringe
rights of privacy publicity or copyright without the permission of the owner of those rights and you indemnify us
from all liability cost claim or damage arising from any such breach of this clause.
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| 3.5 |
You shall not remove deface adapt or change in any way any copyright trade mark or other identification mark
appearing on the Licensed Material and you shall ensure that as detailed in the Invoice the appropriate Acknowledgement
for Use and/or Credit Line is featured on any use of the Licensed Material.
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| 3.6 |
No part of the image/s may be manipulated masked reduced superimposed overwritten or defaced in any way without
the prior written consent of the Image Owner.
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| 3.7 |
Neither us nor the Image Owner has an obligation to monitor the use of the Licensed Material but we reserve the
right to review all or any use of the Licensed Material and to remove the same at our sole discretion and to
terminate your Licence without notice for any breach of these terms.
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4 Payment terms
| 4.1 |
Save where you hold a duly authorised Credit Account with the Image Owner you will pay to us the Licence Fee/s
and all other charges that fall due under this Agreement of the amounts and at the times specified in the Invoice
issued by us from time to time. All sums due under this Agreement will be paid by you immediately by electronic
transfer or if we have granted you a credit account within 30 days of the date of Invoice or on the due date for
payment specified herein, if earlier. Where applicable, VAT and any other taxes duties or levies will be paid
additionally by you at the then prevailing rate.
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| 4.2 |
All prices and charges stated are subject to verification by us at time of confirmation and acceptance of your
Order and by be varied corrected or increased without notice save you have the right to cancel your order at
time of notification by us of price revision.
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| 4.3 |
If any sum payable to us or the Image Owner under this Agreement is in arrears for more than 30 days after the
due date we reserve the right including suspension of your use of the Licensed Material without prejudice to
any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due
date until paid in full at a rate of 3% above LloydsTSB Bank plc base lending rate in force from time to time.
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| 4.4 |
You will notify us in writing within 5 days of receipt of an invoice if you consider such invoice to be incorrect
or invalid for any reason and the reasons for withholding or seeking adjustment to payment.
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5 Proprietary rights
| 5.1 |
You will not acquire any title, copyright or other proprietary rights in the Licensed Material or any copies of them.
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| 5.2 |
You agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright
notice or any credit line on the Licensed Material.
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| 5.3 |
You shall notify us immediately if you become aware of any unauthorised access to, use or copying of any part of
the Licensed Material by any person.
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| 5.4 |
You shall permit us to check use of the Licensed Material by you at all reasonable times. We may upon reasonable
notice send our representatives to you premises to verify compliance with this Agreement and you irrevocably
consent to our representative entering your premises for this purpose.
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6 Defects warranty
| 6.1 |
We warrant that:
| 6.1.1 |
the Licensed Material when properly used in accordance with the details contained in the Invoice
will function and perform substantially as described in the Invoice and will be free from defects
in materials and workmanship under normal use.
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| 6.1.2 |
We do not warrant that use of the License Material will be uninterrupted or error free.
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| 6.2 |
Our obligation and your exclusive remedy under the warranty given herein are limited either to:
| 6.2.1 |
We at our expense will use all reasonable endeavours to rectify any non-conformance with the warranty
by way of a patch work correction or otherwise within a reasonable period of time or at our option
replacement of the Licensed Material or defective Media in whole or in part; or
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| 6.2.2 |
to a refund of the Licence Fee paid if in our reasonable opinion we are unable to rectify such
non-conformance within a reasonable timescale or at an economic cost upon which the Licence shall
terminate
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| 6.3 |
We will have no liability or obligation under the warranty given in this clause unless we have received written
notice from you of any non-conformance within 10 days from the Acceptance Date.
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| 6.4 |
You acknowledge that the Licensed Material has not been prepared to meet your individual requirements and that it
is your responsibility to ensure that the purpose for use and functions of the Licensed Material meet those
requirements.
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| 6.5 |
We will not be liable for any failure of the Licensed Material to be fit for any purpose described in the Invoice or
for any failure of the Licensed Material attributable to any modification (whether by alteration, deletion, addition
or otherwise) to the Licensed Material by either us in default of your obligations under this Agreement or by persons
other than us or a combination of the Licensed Material with other services software or equipment without our express
prior written consent.
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| 6.6 |
If a problem is found upon investigation not to be our responsibility under the provisions of this clause we may
charge you immediately for all reasonable costs and expenses incurred by us in the course of or in consequence
of such investigation.
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7 Limitation of liability
| 7.1 |
You acknowledge that our obligations and liabilities in respect of the Licensed Material are exhaustively defined
in this Agreement. You agree that the express obligations and warranties made by us in this Agreement are in lieu
of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express
or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with
this Agreement including (without limitation) as to the condition, quality, performance, merchantability or fitness
for purpose of the Licensed Material or any part thereof.
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| 7.2 |
You are responsible for the consequences of any use of the Licensed Material. We will not be liable for any indirect
or consequential loss, damage, cost or expense of any kind whatever and howsoever caused, whether arising under
contract, tort (including negligence) or otherwise, including (without limitation) loss of production loss of or
corruption to data loss of profits or of contracts loss of operation time loss of goodwill or anticipated savings
even if we have been advised of their possibility.
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| 7.3 |
You acknowledge and agree that the allocation of risk contained in this clause is reflected in the Licence Fee and
is also a recognition of the fact that, inter alia, the Licensed Material cannot be tested in every possible
combination and it is not within our control how and for what purpose the Licensed Material are used by you.
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8 Copyright indemnity
| 8.1 |
Subject to clause 7, we will indemnify you for your reasonable costs and all damages awarded under any final
judgment by a court of competent jurisdiction or agreed by us in final settlement to the extent that the use
of our service to obtain the Licensed Material as used in accordance with the Licence infringes the copyright
trade marks or trade secrets of any third party or and the intellectual property rights (other than patents)
of any third party, provided that:
| 8.1.1 |
you make no statement prejudicial to us;
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| 8.1.2 |
such infringement is not caused by or contributed to by your acts other than use of the Licensed
Material in accordance with the Licence;
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| 8.1.3 |
we are promptly notified in writing of the details of the claim;
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| 8.1.4 |
we have sole control of the defence of such claim and all related settlement negotiations and;
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| 8.1.5 |
you give us all reasonable assistance at our expense in connection with it.
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| 8.2 |
If at any time an allegation of infringement of any third party right is made, or in our opinion is likely to be
made, in respect of the Licensed Material we may at his expense:
| 8.2.1 |
obtain for you the right to continue using the Licensed Material; or
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| 8.2.2 |
modify or replace the Licensed Material so as to avoid infringement.
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| 8.3 |
We will have no liability for any claim of infringement based on:
| 8.3.1 |
use of other than the latest unaltered current release of the Service that enables you to obtain
Licensed Material; or
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| 8.3.2 |
use or combination of the Licensed Material with equipment programs or data not supplied by us; or
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| 8.3.3 |
your refusal to use modified or replacement Licensed Material supplied or offered to be supplied
pursuant to this agreement.
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| 8.4 |
This clause states our entire liability with respect to the infringement or alleged infringement of any third
party right of any kind by the Licensed Material.
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9 Termination
| 9.1 |
You may terminate the Licence at any time by written notice to us and any Licence fee paid for the Licence Period
shall be forfeit by you and any other payment due or becoming due during the notice period shall become payable
immediately.
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| 9.2 |
If you:
| 9.2.1 |
expressly or impliedly repudiate this Agreement by refusing or threat�ening to refuse to comply with
any of the provisions of this Agreement; or
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| 9.2.2 |
fail to comply with any of the provisions of this Agreement and (in the case of a failure capable of
being remedied) do not rectify such non-compliance within 14 working days of written notice of it; or
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| 9.2.3 |
convene any meeting of creditors or passes a resolution for winding up or suffer a petition for winding
up; or
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| 9.2.4 |
have an administrative receiver or receiver appointed over the whole or part of your assets or suffer
the appointment of an administrator; or
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| 9.2.5 |
being an individual commit any act of bankruptcy or compound with your creditors or come to any
arrangements with any creditors,
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then (and in any such case) we may, without prejudice to any other rights or remedies and without being liable
to you for any loss or damage, which may be occasioned, give written notice to you terminating this Agreement
(and accordingly the Licence) with immediate effect.
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10 Post termination
| 10.1 |
On termination of the Licence howsoever caused your authorisation to use the Licensed Material will automatically
cease and you undertake immediately to cease to use the Licensed Material and either return to us all copies or
if requested by us to delete, destroy or otherwise make permanently unusable the Licensed Material within your
control or possession.
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| 10.2 |
Termination of the Licence howsoever caused will not affect the rights of either party under this Agreement that
may have accrued up to the date of termination.
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11 Force majeure
| 11.1 |
Neither party will be liable for any delay in performing or failure to perform its obligations (other than a
payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure
will not constitute a breach of this Agreement and the time for performance of the affected obligation will be
extended by such period as is reasonable.
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12 Assignment
| 12.1 |
The Licence is personal to you and you may not assign or otherwise transfer its rights or obligations under this
Agreement without prior written consent from us.
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13 Notices
| 13.1 |
All notices which are required to be given under this Agreement will be in writing and will be sent to the address
of the recipient set out in documentation or such other address as the recipient may designate by notice given
in accordance with this clause and we hereby reserve the right to send such notice be email. Any such notice
may be delivered personally by first class pre-paid letter or facsimile transmission and will be deemed to have
been received, by hand delivery at the time of delivery; by first class post 48 hours after the date of mailing
and by facsimile transmission immediately on transmission provided a confirmatory copy is sent by first class
pre-paid post or by hand by the end of the next business day
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14 Severability
| 14.1 |
If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be
invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which
will continue to be valid and enforceable to the fullest extent permitted by law.
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15 Waiver
| 15.1 |
No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement
will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or
remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.
The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
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16 Entire agreement
| 16.1 |
This Agreement is the complete and exclusive statement of the agreement between the parties relating to the
subject matter of the Agreement and supersedes all �previous communications, representations and arrangements,
written or oral. You acknowledge that no reliance is placed on any representation made but not embodied in
this Agreement.
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| 16.2 |
Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in
writing and signed by persons authorised on behalf of both parties.
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17 Governing law
| 17.1 |
This Agreement will be construed in accordance with and governed by the law of England and Wales and each
party agrees to submit to the jurisdiction of the courts of England and Wales. Headings have been included
for convenience only and will not be used in construing any provision in this Agreement.
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