Terms and conditions
Image and Animation Library terms and conditions
1.1 These Conditions together with the Licence constitute an agreement (“the Agreement”) between Planetary Visions Limited (PVL) and the person identified in the Licence (“Licensee”). All licences and permissions in the Agreement are conditional upon Licensee complying with the terms of the Agreement.
1.2 If there is any manifest conflict between the provisions of the Licence and these Conditions then the provisions of the Licence shall prevail. The Agreement shall prevail over any terms which Licensee may purport to apply (e.g. by way of a purchase order).
1.3 Unless otherwise stated in the Licence, Licensee enters into the Agreement as a business rather than as a consumer, unless you inform us otherwise.
1.4 In the Agreement the following terms, unless the context otherwise requires, have the following meanings:
the "Item" means any and all images and/or animations described in the Licence together with any accompanying caption text and other materials supplied by PVL;
“Licensed Product” means the publication or production of any type of product which makes use of the Item in the way described in the Licence Confirmation.
“Licensed Territory” means the territory described in the Licence.
1.5 In the Agreement, references to “include” and “including” are to be construed without limitation. References to person(s) include incorporated and unincorporated bodies or partnerships and include reference to that person’s successors and permitted assigns. Headings are for convenience only and shall not affect the interpretation of the Agreement.
2. Grant of Rights
2.1 Subject to Licensee’s full and timely compliance with all the terms set out in the Licence and these Conditions, PVL grants to Licensee during the Term a non-exclusive licence to copy the Item for the purposes of using such copies on or in relation to Licensed Products.
2.2 Except for the rights granted to Licensee in Clause 2.1, no other rights in and to the Items are granted.
2.3 Unless otherwise stated in the Licence, PVL only grants rights in the work that is the Item, and not to any other material used by PVL in the construction of the Item.
2.4 All rights and permissions granted to the Licensee shall be limited to non-exclusive, personal, non-transferable reproduction rights for single use only in the Licensed Territory unless the terms of the Licence expressly state otherwise. A single use means a reproduction in one size in a single Licensed Product distributed in the Licensed Territory and as more particularly described in the Licence.
3.1 Licensee undertakes at all times throughout the Term that:
(a) it shall use the Item only on Licensed Products and not on any other products or in relation to any services;
(b) it shall not use the Item in any way which could be considered to be deceptive or misleading, or which could compromise or reflect unfavourably upon the goodwill or reputation of PVL;
(c) it shall comply strictly with the directions of PVL regarding the form and manner of Licensee’s use and application of the Image.
3.2 Licensed Products must not be of any other type than those described in the Licence.
3.3 Each use of the Item must be accompanied by the following credit “©Planetary Visions Limited”, together with such other credit as may be specified in the Licence or required by any third party rights holder. Failure to include such credit will result in an additional charge of 100% of the Fee.
3.4 Other than in relation to the credit, the name and logo of PVL shall not be used by Licensee in any way, unless otherwise stated in the Licence.
3.5 Licensee shall promptly notify PVL of any claim of liability relating to the use of the Item or sale of Licensed Product.
3.6 PVL reserves the right to refuse the use of an Item by any person for any reason whatsoever at its absolute discretion.
3.7 Any publication right (as defined in the Copyright and Related Rights Regulations 1996) in any Item arising from the use by Licensee of that Image shall vest exclusively in PVL.
4.1 Licensee represents, warrants and undertakes for the duration of the Term that it is fully entitled to enter into the Agreement and to perform all its obligations herein.
4.2 PVL represents, warrants and undertakes for the duration of the Term that it is fully entitled to grant Licensee the rights described herein.
4.3 PVL will use its reasonable endeavours to procure that caption text is accurate but Licensee acknowledges that it may not be accurate.
5.1 Licensee shall pay to PVL the Fee which shall be due and payable immediately on acceptance of the Licence.
5.2 Licensee agrees that time is of the essence with respect to its payment obligations hereunder.
5.3 All payments by Licensee hereunder shall be in Pounds Sterling and shall be made free and clear and without deductions based on any set-offs, currency control restrictions, import duties, or any sales, use, value added or other taxes or withholdings whatsoever, except any deduction or withholding which is required by law in which case the sum payable by Licensee (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, PVL receives and retains a net sum equal to the Fee.
5.4 If Licensee fails to make any of the payments by the relevant due date then without prejudice to any other right and/or remedy granted or available under the Agreement or at law, PVL shall be entitled to refuse or withdraw permission for publication of the Item and/or charge interest at the rate of 4% (four per cent.) per year above the Base Rate of Barclays Bank on the amount unpaid for the entire period of non-payment and such interest shall constitute a debt payable on demand.
5.5 Permission to reproduce the Item is strictly conditional and contingent upon payment of the Fee.
6. Term and Termination
6.1 The Agreement shall commence upon its signature and shall automatically expire at the end of the Term (as set out in the Licence) unless previously terminated pursuant to the terms hereof.
6.2 PVL may terminate the Agreement by written notice with immediate effect if Licensee fails to make timely payment of any monies due to PVL.
6.3 Either party may terminate the Agreement by written notice with immediate effect:
(a) if the other party fails to observe or perform any of its material obligations hereunder (excluding Licensee’s payment obligations to PVL which is the subject of Clause 6.2) and, where such failure is capable of remedy, does not remedy such failure within 14 (fourteen) days after being called upon by written notice to do so; or
(b) if the other party passes a resolution for its winding up, or a court of competent jurisdiction makes an order for the winding up or dissolution of that party (other than a voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganisation) or an administrative order is made in relation to that party or a receiver is appointed over, or takes possession of, or an encumbrancer sells, any of that party’s assets, or that party enters into any arrangement or composition with its creditors or any of them, or makes an application to a court of competent jurisdiction for protection from its creditors generally or any equivalent or analogous proceedings or appointments under the law of the jurisdiction in which that party is incorporated, carries on business or has any assets, or ceases to carry on its business or threatens to cease in carrying on its business.
6.4 On termination of the Agreement for any reason whatsoever:-
(a) all rights granted to Licensee hereunder shall forthwith terminate except that Licensee shall have 3 months after such termination to sell-off (but not to manufacture) in accordance with the Agreement (and subject to payment of all monies due to PVL) all remaining stock in its possession of Licensed Products at the date of termination unless termination of the Agreement occurs where PVL is entitled to terminate, in which case there shall be no sell-off period;
(b) Licensee shall not manufacture, distribute or sell Licensed Products utilising the Item and
(c) Licensee shall permanently expunge and delete the Item from wherever it may have stored it.
7.1 Nothing in the Agreement shall operate to limit or exclude either party’s liability for any liability which cannot be excluded or limited under applicable law.
7.2 Subject to Clause 7.1, and except as expressly set out in the Agreement, all warranties, undertakings and other terms, express or implied, statutory or otherwise in respect of the obligations of PVL under the Agreement are hereby excluded.
7.3 PVL shall not be liable, whether in tort, contract, or otherwise, to Licensee for loss of profits, anticipated savings, business, time or goodwill or contracts or potential contracts or for any special, indirect or consequential loss or damage in connection with the Agreement.
7.4 Subject to Clause 7.1, the maximum aggregate liability of PVL for any loss or damage in respect of the Agreement, whether in contract or tort, shall in no circumstances exceed in aggregate the total amount paid by Licensee to PVL under the Agreement.
7.5 Licensee hereby agrees to indemnify and keep indemnified PVL against any claims, legal proceedings, damages and costs (including reasonable legal fees and expenses) suffered by or made against PVL arising out of or by reason of any breach or alleged breach by Licensee of the terms of the Agreement including Licensee’s use of the Item other than as expressly permitted in the Agreement.
8. Assignment and Sub-licensing
8.1 Licensee shall not be entitled to assign, sub-contract, sub-license or transfer any of its rights or obligations hereunder without the prior written consent of PVL, except only in relation to the sub-licensing of publication rights for bona fide foreign editions of books (and then only provided the total, global print run remains within any limits set out in the Licence). PVL may freely assign, sub-contract or transfer any of its rights and obligations.
9. General Provisions
9.1 If PVL cannot fulfil or perform its obligations under the Agreement due to an event beyond its reasonable control then such non-performance or failure to fulfil its obligations shall not be deemed a breach of the terms of the Agreement.
9.2 Any waiver by either party of a breach of any provision of the Agreement shall be in writing and shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of the Agreement.
9.3 All notices, consents, approvals and statements hereunder shall be given in writing in the English language to the respective addresses of the parties as set forth on the Licence, unless notification of a change of address is given in writing. Any notice shall be sent by e-mail (to the relevant party’s customary e-mail address) and confirmed by mail and shall be deemed to have arrived on the date of transmission (if sent not later than 1 (one) hour before close of business on a working day or otherwise on the next working day).
9.4 The Agreement represents the entire understanding and constitutes the entire agreement between the parties relating to the subject matter of the Licence and supersedes any previous understandings, negotiations or agreements as to such subject matter.
9.5 The Agreement may not be altered, amended or modified except in writing signed by duly authorised representatives of each of the parties hereto.
9.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
9.7 The Agreement (including any dispute or claim of whatever nature arising under or in connection with the Agreement) shall be governed by and construed in accordance with the laws of England. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim of whatever nature arising under or in connection with the Agreement.