Terms and Conditions
TERMS AND CONDITIONS OF SUBMISSION AND REPRODUCTION OF PICTURES
- The terms:- (a) PICTURE means any visual representation of an object, person, or phenomenon, and includes a photograph, print, transparency, negative, design, artwork, painting, montage, drawing, engraving, whether generated optically, electronically, digitally, or by other means, that is stored in tangible or intangible form, in any medium including electronic, magnetic, or optical, that may be offered for the purposes of reproduction; (b) REPRODUCTION includes any form of publication or copying of the whole or part of any picture, altered or not, whether by printing, photography, slide production (whether or not to an audience), xerography, artist's reference, artist's illustration , layout or presentation, digital publishing, digital or mechanical reproduction or storage by any other means, and reproduce shall be constructed accordingly; (c) DATE FOR DELETION / RETURN is the date by which pictures or storage media as specified on the invoice must be deleted from the Client’s records whether held digitally, film based or through any other medium, or returned to HIP if supplied on a physical medium. If no date is specified, the date for deletion shall be 12 weeks from the date of invoice. (d) STORAGE MEDIUM means any storage medium in which the pictures are held in intangible form, either online or offline, locally or remotely, including but not limited to CD-ROM, magnetic disc or tape, DVD, DVD-ROM, supplied to, or downloaded by the Client and retained by the Client for the period from first issue of the picture to the date of deletion.
- No variation of terms or conditions set out herein shall be effective unless agreed in writing by both parties.
- Pictures and storage media are on LOAN and NO property or copyright in any pictures or storage medium shall pass to the Client on its submission or on HIP granting of reproduction rights in respect thereof.
- No reproduction rights of HIP pictures may be undertaken by the Client without the prior agreement of HIP. All reproduction rights shall be granted to the Client based on the advice of the Client and at the absolute discretion of HIP. (a) Reproduction rights. The Client shall inform HIP of the intended use of the pictures, and HIP shall have absolute discretion to agree to such use. The Client must accurately select license terms on the HIP website that cover the intended usage. The license terms selected by the Client shall be the maximum extent of the Client’s usage of the picture(s). Until a fee for such use is agreed and a licence to use and its corresponding invoice for the reproduction fee issued, neither party is committed to grant or to acquire any reproduction rights on any picture. Reproduction rights (if and when granted) are strictly limited to the use, medium, period of time and territory specified by HIP on its invoice to the Client. (b) Reproduction rights are not granted exclusively to the Client except when specified on HIP's invoice. (c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture or storage medium submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights. It shall be the Client's responsibility to ensure that any third party in possession of HIP's pictures adheres strictly to the date of deletion procedures (1.c above). Third parties acquire no reproduction rights either now or in the future. (d) any reproduction rights granted are by way of licence and no partial of other assignment of copyright shall be implied. (e) HIP grant of a license is dependent on payment in full of its invoice and any publication in advance of full payment is in breach of copyright.
- HIP's invoice will list all pictures available for download from HIP’s website, or storage medium delivered to the Client, which shall be presumed to have been received in good condition, unless within 3 day's of receipt the Client notifies any defects or discrepancies to HIP.
- Risk in and responsibility for pictures or storage medium passes to the Client from the time they are received until their deletion or safe return. The Client shall immediately inform HIP in writing of any known loss and misuse of, or damage to any picture or storage medium while in the Client's possession or that of any third party.
- A picture or storage medium subsequently found must be deleted if digital, or returned if physical, immediately.
- The Client must delete every digital picture stored on any equipment owned or controlled by the Client or any third party contracted by the Client. Any physical storage medium must be returned to HIP by its date for deletion / return by any method affording proof OF RETURN and insured to the relevant level of compensation coverage. Adequate protection must be given to pictures or storage medium in transit. The Client may not retain or store any copies of any picture after its date for deletion, see 1(c) above.
- (a) If after invoicing for reproduction usage the Client requests cancellation of the reproduction rights, HIP may at its discretion cancel the license agreed subject to the Client paying a cancellation fee of 50% of the original invoice. (b) The Client's right to reproduce a picture or storage medium arises only when HIP's invoice relating to the grant of such rights is fully paid. Any reproduction before payment of the invoice constitutes an infringement of copyright and is a breach of this agreement entitling HIP to rescind the agreement and rendering the Client liable to the payment of damages. (c) HIP does not warrant that consent to the use of names, trade marks, registered, unregistered or copyright designs or works of art depicted in any picture and further does not warrant any moral rights (in the United Kingdom as set out in part 1, Chapter IV of the Copyrights Designs and Patents Act 1988) have been obtained. (d) HIP gives no warranty as to the accuracy of any description of pictures and the identification of persons appearing in them and shall not be liable to the Client for any inaccuracies. (e) The Client agrees to indemnify HIP in respect of any claims or damages or any loss or costs arising in any manner from the use of any pictures which have been reproduced without effective releases, rights, consents or waivers of the kind referred to in Clause 9(c) and 9(d) not withstanding that the Client may have obtained the consent of HIP to such use. (f) The Client shall indemnify HIP in respect of any claims or damages or loss or any cost arising in any manner whatsoever from the unauthorized use of any picture or storage medium supplied to the Client by HIP. Where a third party reproduces any picture or storage medium loaned to the Client, the Client shall without prejudice to this indemnity pay HIP all the fees which that third party would be liable to pay HIP had the third party borrowed and reproduced the picture pursuant to these terms. (g) HIP shall not be liable for any loss or damage suffered by the Client or by any third party arising from any defect in any picture or storage medium or it's caption or in any way from its reproduction. (h) HIP is not liable for any indirect or consequential losses or expenses suffered by the Client, howsoever caused, and including, without limitation, loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
- HIP's invoice shall be paid within 30 days of issue save in the case of newspaper, periodical and broadcasting Clients where payment charge shall be no later than the end of the calendar month immediately succeeding publication or use. If payment is not made in accordance with the above then HIP may rescind this agreement and recover damages, or, at its option, may charge interest on the overdue amount 2% per month on the outstanding balance. No Client has a license to reproduce prior to payment of HIP's invoice in full - see 4(c) and 9(b).
- HIP shall be entitled to terminate this agreement (including any rights set out in the license to use) with immediate effect by notice in writing if the Client is in breach of any of the clauses 9(a) - 9(h) inclusive, or is in material breach of any other clause of these terms and fails to remedy the breach within 7 days of receipt of such notice, or if the Client becomes insolvent, has a receiver appointed over any assets, is the subject of an administration order, enters into any arrangements with its creditors or goes bankrupt. Termination date does not affect the accrued rights and obligations of HIP and the Client at the date of termination. On termination the Client shall forthwith return to HIP all copies of pictures or storage medium in its possession, and shall delete any electronic or other intangible copies of pictures from its computer and other storage equipment.
- On the Clients death or bankruptcy or (if the Client is a company) in the event of a resolution, petition or order for winding-up being made against it, or if a receiver is appointed, the supplier may at any time thereafter inspect any records, accounts and books relating to the reproduction of HIP's picture or storage medium to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
- Unless otherwise stated agreed in writing, if any picture reproduced by the Client omits the copyright notice or credit line specified by the supplier the reproduction fee payable by the Client shall be subject to an increase of up to 50%.
- In the case of printed publications, two copies of the relevant pages containing any picture supplied are to be supplied to HIP by the Client free of charge within two weeks. In other media evidence of use must be made available if requested.
- Pictures or storage medium shall not be copied, on-loaned or otherwise disposed of and no use whatsoever shall be made of them by the Client without prior written consent of HIP, nor shall the pictures or storage medium be altered or manipulated, added to, or have any part deleted without prior consent of HIP.
- These terms apply to all orders and reproductions of pictures and shall apply in place of and prevail over any terms and conditions contained or referred to in the Client's order or correspondence or elsewhere or implied by trade practice or course of dealing. Where pictures are retained by a Client and not returned to HIP by the end of the third day following receipt then these terms shall be deemed to have been accepted and agreed to by the Client.
- The Client undertakes to do such things and to ensure that any third parties in whom such rights may otherwise vest do all such things and sign and execute all such documents as may reasonably be required to vest all such rights exclusively in HIP.
- This agreement shall be subject to and construed according to English law.