"We" and/or "Us" means IPC Media Ltd.. "You" means the person or entity named as client. 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). In the event of a conflict between these terms and the terms posted on countrylife.co.uk the terms set out below shall prevail.
Use of Material on www.countrylifeimages.co.uk
- 1.0 The following terms and conditions apply to all users of this site and those handling any digital material obtained from this site which is www.countrylifeimages.co.uk. These online / digital terms and conditions supplement and do not replace the IPC Media Ltd. Photograph Licence Terms printed on licences, invoices and delivery notes.
- 1.1By obtaining and using a Login and Password to access images on this site, you are entering into a binding agreement between you and IPC Media Ltd.. If you are a freelance researcher working on behalf of a publisher, this agreement applies to you and your principal. If you do not wish to be bound by this agreement, you will not be granted a log-in for the database. However, downloading of any material whatsoever using the username and password will be deemed as acceptance of these terms and conditions.
- 1.2 All images and information provided on this web site are the property and/or copyright of IPC Media Ltd.. The moral rights of IPC Media Ltd. have been asserted.
- 1.3 You may save/download low-resolution "watermarked" images from this site for evaluation and comp/layout purposes only.
- 1.4 You may not use watermarked images in any final products for distribution in printed or electronic form either inside or outside your company -- i.e., you may not use watermarked images for making a presentation to a client -- without prior written permission from us. You may not modify or remove any visible or invisible electronic watermark. You may not redistribute or sublicense any image supplied by us or downloaded from this site.
- 1.5 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.
- 1.6 No reproduction rights are granted by virtue of the download of Images unless expressly agreed in advance. 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.
- 1.7 No reproduction rights are granted unless subject to the Photograph Licence Terms.
- 1.8 All images must be licensed directly with the party intending to publish such images.
Photograph Licence Terms
- 1.0 Publication of the Photographs
- 1.1 In consideration of the Agreed Fee paid by the Publisher to IPC, IPC grants the Publisher the Licence.
- 1.2 The Publisher shall publish the Photograph(s) no later than the expiry of the Licence Term. For the avoidance of doubt, if the Publisher fails to publish the Photograph(s) in the Publication by this date, then the Licence shall automatically terminate at the end of the Licence Term and IPC shall be entitled to receive and to retain the Agreed Fee.
- 1.3 The Publisher shall pay the Agreed Fee to IPC within 30 days.
- 1.4 The Publisher undertakes that the Credit Line shall accompany the Photograph(s) in the Publication:
- 1.5 The Publisher shall not alter, cut or add to or otherwise modify the Photograph(s) without the prior written consent of IPC.
- 1.6 The publisher agrees that it may not create, store or transmit photographs without IPC’s permission except so far as is incidentally and wholly necessary to the process of producing items licensed by IPC. Accordingly each photograph created by the Publisher shall be recorded and labelled with the photograph reference number used by IPC and the credit line as an integral part of the image file, and held on an electronic database under the Publisher’s sole possession and control.
- 1.7 Without prejudice to any other right or remedies available to IPC, the Publisher acknowledges and agrees that failure to comply with any of the above terms and conditions will result in an additional fee to the Agreed Fee being payable by the Publisher to IPC within 30 days of the Publisher’s receipt of an invoice from IPC.
- 2.0 Intellectual Property
- 2.1 IPC owns and shall retain the intellectual property rights in and to the Photograph(s). Nothing in this Agreement shall operate to transfer the intellectual property rights to the Publisher. At the end of the Licence Term any scanned Photograph(s) shall be removed and destroyed from all of the Publisher’s databases.
- 2.2 To the best of IPC’s knowledge and belief, the Photograph(s) are not obscene or libellous and do not infringe the intellectual property rights of third parties, save that the Publisher shall be responsible for and bear the costs of any necessary rights, model releases or consents IPC notifies the Publisher are necessary for use of any Photograph.
- 3.0 Termination
- 3.1 This Agreement shall commence on the Date and will terminate on the expiry of the Licence Term.
3.2 Without prejudice to the generality of the foregoing, either party may, by written notice, terminate this Agreement if:
- a party commits a material breach of this Agreement which is not remedied within 7 days of notice in writing from the party not in default requiring such remedy; or
- a party passes a resolution, or a court makes an order that it be wound up otherwise than for the purposes of a bona fide reconstruction or amalgamation, or a receiver, manger or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of it, or circumstances arise which entitle a court or a creditor to appoint a receiver.
- 4.1 Each party shall hold harmless and indemnify the other against all claims, demands, proceedings, losses, damages, costs, charges and expenses (including, but not limited to, reasonable costs and disbursements on a solicitor and client basis) (together “the Indemnified Loss”) brought or made against the indemnified party or sustained or incurred by it arising from the failure of the indemnifying party to comply with any provisions of this Agreement save to the extent that the Indemnified Loss results from the acts or omissions of indemnified party.
- 5.0 General
- 5.1 The Publisher warrants to IPC that:
- the Publication shall not breach any contract or infringe or violate any intellectual property rights or any other personal or proprietary right of any person or render IPC liable to any proceedings whatsoever;
- it will at all times comply with the requirements of all relevant legislation for he time being in force or applicable in the United Kingdom;
- the Publication shall not be defamatory, obscene, offensive, abusive, threatening, menacing, harassing, indecent or in breach of confident, copyright, privacy or any other rights;
- it has full capacity, authority, and all necessary licences, permits and consents to enter into and perform this Agreement;
- this agreement is executed by a duly authorised representative of the Publisher;
- it will take such steps as may be reasonably required by IPC to secure and protect the intellectual property rights and any other rights whatsoever in and to the Photographs;
- it will promptly give full particulars to IPC as soon as becoming aware of any actual or threatened claim by any third party in connection with the Photographs; and
- it will use all due care and skill in performing its obligations under this Agreement.
- 5.2 The Publisher shall not be entitled to assign or sub-licence of charge this Agreement or any of its rights (including the Licence) or obligations without the prior written consent of IPC. IPC may at any time upon prior written notice to the Publisher assign or sub-licence or charge this Agreement or any of its rights or obligations.
- 5.3 Neither party shall be held to be in breach or default by reason of any act of God, strike, lockout, act of Government or other authority or any cause beyond its control. In such eventuality the parties hereto shall immediately and in good faith consult together to devise ways of overcoming the difficulty.
- 5.4 This Agreement contains the entire agreement between the parties with respect to its subject matter. This Agreement may not be changed, altered or varied except by written instrument duly executed by each of the parties hereto.
- 5.6 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
- 5.7 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall be the courts of competent jurisdiction.