STANDARD TERMS AND CONDITIONS FOR SUPPLY OF PHOTOGRAPHIC IMAGES, VIDEOS AND AUDIO FILES BY
St.George Images Ltd t/a Enterprise News and Pictures and GlobalNet Pictures
This is a legal agreement between you or your company, business, or other organisation and its parent company, business or other organisation, subsidiaries, successors, assigns, and all employees and agents, including yourself, the assigned individual purchaser, and St.Georges Images Ltd t/a Enterprise News and Pictures and GlobalNet Pictures, collectively with yourself, forming the “parties” to the “Agreement”.
Please read this agreement and accept the terms outlined before downloading any images, videos or audio files. By confirming purchase of any images, videos or audio files and downloading any products from this website you agree to be bound by the terms of this Agreement and certain usage restrictions, if any, contained within the chosen usage terms details. If you change your mind after purchasing any products and decide you do not wish to accept the terms chosen or those accepted through this Agreement, then providing you have not used any product for the purpose purchased, please delete the unused image(s), video(s) or audio files from your possession and/or storage or from any database where the image may have been forwarded or stored, and notify us by email within 30 days from the date of the invoice to qualify for a potential refund.
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1. “ Terms” means the terms and conditions set out in this Agreement or on this website or any terms contained in the invoice. The terms set within the invoice or on the website supercede those in this Agreement to avoid and to the extent of any inconsistency.
1.2. “Customer” means the organisation or person who purchases photos from the Supplier;
1.3 “GlobalNet Pictures” means the online library website of St.George Images Ltd;
1.4 “Enterprise News and Pictures” means the company which St.George Images Ltd also trade and is the name the company is known by when it trades personally with customers in its day to day business, but not online through a website.
1.5 “Invoice” means means the computer generated or pre-printed or licence document provided by GlobalNet Pictures that may include details of the product(s) purchased and any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence including VAT where applicable. The terms contained in the invoice or licence document, or specified elsewhere on the GlobalNet Pictures website, shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
1.6 “Image(s)” means the specific copy of an image you have selected for purchase and which is identified on the invoice.
1.6.1 “video(s)” means the specific copy of a video you have selected for purchase and which is identified on the invoice.
1.6.2 “audio file(s)” means the specific copy of an audio file you have selected for purchase and which is identified on the invoice.
1.7. “Intellectual Property Rights” means all forms of intellectual property wherever in the world enforceable;
1.8. “Supplier” means St.George Images Ltd t/a Enterprise News and Pictures and GlobalNet Pictures, registered company address : 3 London Wall, London EC2M 5SY.
1.9. “Licence” means non-exclusive (unless otherwise stated in the invoice) non-sub licensable right that GlobalNet Pictures provides you to use the image(s) without prejudice.
2. CONTRACTING PARTIES
The parties to this contract are GlobalNet Pictures and you and the company you represent.
3. GRANT OF RIGHTS AND RESTRICTIONS
3.1. For all Licences regarding altering, manipulating and cropping images.
Images when used may be cropped or edited for technical reasons providing that the
editorial integrity of the image is not compromised and should not be physically altered
unless to enable the image to fit an editing space.
3.2. You may alter, crop, manipulate and create derivative works from an image as long
as the image is not incorporated into a logo, trademark or service mark.
3.3. GlobalNet Pictures cannot 100% guarantee the accuracy of all the product
captioning, or any other information associated with the image but does maintains every
effort to accurately caption any downloadable image with the correct and most up to date
information available to the editorial team at the time the image was edited. Any queries
or questions about captioning accuracy on any particular image, if necessary, can be
addressed by emailing GlobalNet Pictures. You can find the email address on our ‘Contact
Us’ page or on the website footer.
3.4 You acknowledge that the image(s) licensed to you may have had certain pre-
formatting changes carried out by GlobalNet Pictures during image processing to enhance
specific aspects of the file, such as optimum resolution and resizing to maximise the
quality of the product. You are solely responsible for insuring that the image(s)
so altered are appropriate and suitable for your intended use. You accept that any pre-
formatted changes to the original image will not necessarily be specified or identified on
the invoice.
3.5 You may not use the image in a fraudulent, lewd, obscene, pornographic or otherwise
illegal manner.
3.6 You must abide by any instruction or direction on use notified by GlobalNet Pictures
before, during or after the purchase of an image, either in the information accompanying
an image, the invoice, on the website itself or anywhere else.
3.7 GlobalNet Pictures incorporating Enterprise News and Pictures and St.George
Images, giving reasonable notice, may ask to inspect any records, accounts, or books
relating to the Reproduction of any image(s) to ensure the image(s) is being used in
accordance with this Agreement, if there is valid suspicion or belief that an image is being
used in contravention of the Agreement terms.
3.8 You may store the Image(s) in a digital library, network configuration or similar
arrangement to allow them to be viewed within your organisation and by your clients but
you must retain, where possible, any GlobalNet Pictures or Enterprise News and Pictures
credit where an image contains any GlobalNet Pictures copyright notice within the file
information. GlobalNet Pictures understands that in some instances this would not be
reasonable, practical or possible. Therefore there are exceptions to this condition such as
TV news bulletin coverage, where it is not generally common practice to display a visual
credit in, on or around an image. There are other situations where it is also not practical to
display a credit and these are also acceptable and discretion can be used instead in these
circumstances.
If you have a limited licence period set out in your invoice and it has an end date, when
the licence ends you must not use or promptly delete the Image(s), video(s) or audio files
from your computer or any other storage system. Any subsequent re-use of the Image(s)
must first be agreed with GlobalNet Pictures in advance of relicensing to allow the
Image(s) to become available again to use under the newly acquired rights you require.
You may find the easiest method to continue using an image beyond an expired licence
could just be to purchase the image again from the website and choose your required new
licence where applicable.
3.9 The products may not be sublicensed, resold or otherwise made available for use
or distribution separately and can only be used according to the details in the original
purchase rights information. An example being an product purchased for website use
cannot be detached from a web page to be used in another format apart from on a
website. Products may be used as an integral part of a purchaser’s website design or
anywhere on their website, but may not knowingly be made available separately by the
purchaser for download to any visitor to that website in a format designed or intended
for permanent storage or re-use, such as in its original format, size and resolution.
Your customers may be provided with copies of the products as an integral part of your
work product, but must not be provided with copies of the Image(s), video(s) or audio files
separately or permitted to use or sell them onwards.
4. ADDITIONAL RIGHTS AND RESTRICTIONS
4.0 GlobalNet Pictures grants you non-exclusive (unless otherwise stated on your
invoice), non-sublicensable and non-assignable rights to Reproduce the Image(s), video(s)
or audio files solely in the manner and for the purposes set out in the invoice. When
exercising this right you must ensure any GlobalNet Pictures source credit or other third
party credit or notice, including any Intellectual Property Rights, is not ‘intentionally’
removed from anywhere it is embedded or placed within any product such as in photoshop
metadata.
4.1 Use of a product is strictly limited, where stated, to the use, period of time,
medium, territory and any other restrictions specified in the terms chosen or on the
Invoice.
4.2 GlobalNet Pictures grants you a non-exclusive (unless otherwise stated on your
invoice) and non-assignable right to use the product(s) on a worldwide and
perpetual basis (excluding those marked for editorial and personal use only solely as part
of the following or as otherwise termed in conditions set out by GlobalNet Pictures):
4.2.1 advertising and promotional materials (including packaging).
4.2.2 online or other electronic distributions systems (including webpage design)
but subject to clause 3.8.
4.2.3 broadcasts or theatrical exhibition.
4.2.4 any products (including for sale products) or publications (electronic or print),
subject to clause 3.8; and/or
4.2.5 materials for personal, non-commercial use and test or sample use, including
comps and layouts.
4.2.6 If you are an intermediary (such as an advertising agency) you may
sublicence a product(s) as part of a derivative work (such as an advertisement)
to your client. You may also assign the rights to your client under this agreement.
If you assign the rights under this Agreement to your client you will rescind your
rights to use the product(s) in any other client’s work and it is your responsibility
to ensure you and the client abides by and understands these Terms.
4.3 GlobalNet Pictures and its subsidiaries and affiliates will provide the world-wide
(unless specified as limited and not world-wide) non-exclusive licence – in the absence in
some cases of any notified objection to allowing consent or information to the contrary
objecting to the granting of consent – to use an image(s), video(s) or audio file(s),
prepare, derivative works of, reproduce, translate, edit, publicly display and publicly
perform images(s), video(s) or audio file(s) submitted to or obtained from any third party
source and listed as a product on this website and also of any GlobalNet Pictures or its
subsidiaries’ copyrighted material contained in our archive and other material in the library
considered in the public domain throughout the world in perpetuity by any and all means
now known or hereafter created in all media now known or hereafter created and
GlobalNet Pictures shall further offer the right to licence or invokes the licence of
these rights to others; and in the case of any material offered/submitted to this site by a
third party and made available to download, that you are the copyright holder or
owner’s authorised agent or take responsibility for your right to supply such material,
absolving GlobalNet Pictures of responsibility for any copyright infringement and without
holding GlobalNet Pictures responsible for its distribution; that you accept you are fully
entitled to grant these rights in favour of GlobalNet Pictures and that there is or there is no
knowledge of any agreement or other restriction in place preventing these rights being
granted.
You therefore agree to indemnify and hold harmless, absolving GlobalNet Pictures
from any responsibility, and its licensees from and against any claims, liabilities,
losses, costs, damages and expenses arising from any breach or alleged breach of
these warranties and representations.
5. CREDIT AND COPYRIGHT ISSUES
5.1 No ownership or copyright, if applicable, of any Image(s), video(s) or audio file(s) shall pass to you by the issue of the Licence. You acknowledge that, with the exception of certain Image(s), video(s) or audio file(s) that may be in the public domain or shared through social media (for which you are being granted access to also use), all rights, title and interest in and to the Image(s), video(s) or audio file(s), including without limitation, any Intellectual Property rights therein, fundamentally remain with the original creator or owner/distributor of the products and are then supplied to you on this basis.
5.2 Unless otherwise agreed in writing, if any product is reproduced by you for an editorial purpose you must endeavour to include the credit line GlobalNet Pictures or Enterprise News and Pictures or any other credit line specified by GlobalNet Pictures or Enterprise News and Pictures contained within the file information of an Image(s), video(s) or audio file(s).
In some circumstances it will be considered acceptable not to credit every image or some images, due to the confines or circumstances surrounding publication or the editing space available, time constraints and page or layout format limitations.
You will therefore aim to retain where feasible any GlobalNet Pictures or Enterprise News and Pictures source credit, the name of any artist, if applicable, and the respective product source reference on any product purchased. You must again where feasible endeavour to preserve any source or other identification information stored or embedded in the product’s file system or elsewhere, this info must remain with your original digital copy at all times when it is stored on your database and where possible when published online.
Failure in attempts to maintain the integrity of the file content information could constitute a breach of your purchase Agreement.
5.3 You will immediately notify GlobalNet Pictures if you become aware or suspect that any third party has gained access to a purchased product through you or a publication associated to you and is wrongfully using the product, in whole or in part, or is violating any of GlobalNet Pictures’ or any third party Intellectual Property Rights, including, but not limited to, trademarks and copyrights where or as applicable.
6. WARRANTY AND LIMITATION OF LIABILITY
6.1 GlobalNet Pictures guarantees that should any Image(s), video(s) or audio file(s) have defects in production, resulting in a corrupt or inaccessible file being downloaded, and these are notified in writing to GlobalNet Pictures within 30 days from the date of the delivery of the Image(s), video(s) or audio file(s), then we will either replace the Image(s), video(s) or audio file(s) with another digital copy free from defect or refund the Licence Fee paid by you to the extent attributable to the defective product at GlobalNet Pictures’ discretion.
6.2 GlobalNet Pictures makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither GlobalNet Pictures or any Contributors to the GlobalNet Pictures image library shall be liable to you or any other entity by reason of representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs expenses or other Claims (whether caused by the negligence of GlobalNet Pictures, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if GlobalNet Pictures has been advised of the possibility of such damages, costs or losses.
GlobalNet Pictures maximum liability arising out of or in connection with your use of or inability to use the Image(s), video(s) or audio file(s) (whether in contract, tort, or otherwise), shall be to the extent permitted by law, and in an extreme case of negligence be limited to three (3) times the amount paid by you for the relevant Image(s), video(s) or audio file(s). However, in the course of normal events and in the majority of cases, it shall be limited to a refund in full of the amount paid by you for the relevant Image(s), video(s) or audio file(s).
6.3 Notwithstanding any other provisions of this Agreement GlobalNet Pictures and you acknowledge that this website may contain archival or other collections that include Image(s), video(s) or audio file(s)) that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Image(s), video(s) or audio file(s):
6.3.1 GlobalNet Pictures or its contributors do not purport to have any Intellectual
Property rights for these Image(s), video(s) or audio file(s) and are solely providing you
with access to use their copy based on your compliance with the terms and conditions of
this Agreement; and 6.3.2 You accept other copies of any one particular Image(s),
video(s) or audio file(s) listed as a product to purchase could possibly be found available
elsewhere at no charge.
7. LICENSE PAYMENT INFRINGEMENT
Any reproduction or further use by you, your company, or on your behalf outside of any particular license terms you have chosen and agreed without reporting of further or alternate use as soon as is reasonably practicable, and in any event within four months, requires further payment to facilitate new terms, and without payment being received by GlobalNet Pictures for this additional use, will constitute a breach of your Agreement which entitles GlobalNet Pictures to bill for that additional use, as the Agreement will have been terminated with immediate effect after any expiry date if payment is not forthcoming and further may, in particular circumstances where there is a blatant breach, constitute an infringement of copyright and/or other Intellectual Property rights.
8. RELEASE INFORMATION
8.1 GlobalNet Pictures gives no particular representations or warranties whatsoever or otherwise as to any existence of any Releases associated with the Image(s), video(s) or audio file(s).
8.2 GlobalNet Pictures gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image(s), video(s) or audio file(s).
8.3 You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s), video(s) or audio file(s) have been secured where appropriate and are adequate for your intended use. GlobalNet Pictures endeavours to supply an Image(s), video(s) or audio file(s) which is either the Copyright of GlobalNet Pictures t/a Enterprise News and Pictures or Copyright has been transferred to, shared with or acquired by GlobalNet Pictures/Enterprise News and Pictures or in some cases after they have been shared in the public domain and/or not labelled or Copyrighted by another party and where the Image(s), video(s) or audio file(s)) has not been claimed, indicated or marked as the copyright of anyone or attributed to another party within or on the Image(s), video(s) or audio file(s), particularly in the descriptive metadata of a product file or at the obtained source location such as public domain or open social media. In such cases the Image(s), video(s) or audio file(s) is deemed as being supplied as a technical service from sources such as the public domain or “open” social media platforms, but the Image(s), video(s) or audio file(s)) will be price structured the same as a copyrighted image.
You are not liable to rely upon any representation or warranty given by GlobalNet Pictures regarding any Image(s), video(s) or audio file(s), save as set out in this Agreement.
9. INDEMNITY
You agree to indemnify and hold GlobalNet Pictures/Enterprise News and Pictures and any
of its contributors harmless against any claims, damages, losses, expenses or costs,
including legal costs, arising in any manner whatsoever from your unauthorised use of an
Image(s), video(s) or audio file(s) or of the depiction of any person or subject contained in
any product supplied to you by GlobalNet Pictures/Enterprise News and Pictures, or any
other breach by you of any of your obligations under this Agreement.
10. LICENSE FEE
The License Fee depends on the nature of the rights granted. You agree to notify GlobalNet Pictures if you wish to expand the usage for the Image(s), video(s) or audio file(s) and would become liable to pay the additional Licence Fee. Use of an Image(s), video(s) or audio file(s) in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some cases constitute a possible infringement of copyright and/or other Intellectual Property Rights.
11. LICENSE CANCELLATION
If you haven’t used an Image(s), video(s) or audio file(s) and want to change the product for another, you may be able to change it and either be refunded or just have it replaced with an alternative product. All copies of the original product must be destroyed or deleted from all systems where you have it stored or any duplicates before this option can be considered. You will need to email us quoting your invoice number and product file name and number.
GlobalNet Pictures may withdraw a product from sale at any time if it becomes the subject of a legal claim or dispute. Upon termination or withdrawal of such an product and notification, you and your client, if applicable, must immediately discontinue all future use of the Image(s), video(s) or audio file(s), and delete the product(s) from your possession or any storage device where a copy may be held, this includes all copies from all magnetic, electronic media, destroying all other copies in possession or control. GlobalNet Pictures may replace the Image(s), audio file(s) or footage with an alternate product upon its discretion.
12. CONFIDENTIALITY
Except as required by law both parties shall procure that all confidential information
by one party to the other in accordance with this Agreement which may at any time until
termination of this Agreement come into the other party’s knowledge, possession or
control shall not be used for any purpose other than those required or permitted by this
Agreement and shall remain confidential and shall not be disclosed to any third party
except insofar as this may be required for the proper operation of this Agreement and
then only under appropriate confidentiality provisions approved by the other party.
For the purposes of this agreement confidential information shall include without
limitation that relating to the business of a party, its business systems, pricing, trade
secrets, business processes and client and supplier lists. These obligations of
confidentiality shall cease to apply to any particular item of confidential information once
it becomes public knowledge other by an act of default of either party.
13. DATA PRIVACY
We will collect and process personal information either submitted by you or collected by
us to enable us to perform our contractual obligations to you and to provide services
related to this Agreement. We will at all times adhere to applicable data protection laws
and will process your personal information in accordance with a strict privacy policy.
The Licence is conditional on you not being aware or having received, prior to licensing
any Image(s), video(s) or audio file(s), any correspondence, representations, complaints
or claims from GlobalNet Pictures or third parties (collectively ‘Claims’) alleging that the
product(s) in question is/are in breach of copyright or other third party Intellectual
Property rights or is in some other way unauthorised. GlobalNet Pictures strives to remove
or filter from our database any product that could potentially give rise to such claims with
every effort made to make sure that any complaints regarding any potential rights breach
is investigated and if found to constitute a copyright infringement and/or other Intellectual
Property rights breach then the product(s) will deleted from all systems and destroyed, if
the complaint is considered justified and upheld.
14. GENERAL
14.1 The Seller’s Licence Agreement will apply exclusively to all dealings between the
Seller and the Buyer.
14.2 If any provision of these Conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the validity of the other provisions
of these Conditions and the remainder of the provisions in question shall not be
affected.
14.3 The Contract shall be governed by the laws of England and Wales and the buyer
agrees to submit to the non-exclusive jurisdiction of the courts in England and Wales.
14.4 GlobalNet Pictures and its subsidiaries and affiliates shall have the world-wide,
non-exclusive right to, and all consents necessary to (in the absence of any notified
objection to allowing consent or information to the contrary objecting to the granting
of consent) use prepare derivative works of, reproduce, distribute, translate, edit,
publicly display and publicly perform Image(s), video(s) or audio file(s) submitted or
obtained from any third party to this website and also of any GlobalNet Pictures or its
subsidiaries’ copyrighted material contained in our archive and other material in the library
considered in the public domain throughout the world in perpetuity by any and all means
now known or hereafter created in all media now known or hereafter created and
GlobalNet Pictures shall further reserve the right to licence these rights to others without
prejudice; and in the case of any material submitted to this site by a third party and made
available to download, that you are the copyright holder or owner’s authorised agent or
take responsibility for your right to supply such material, absolving GlobalNet Pictures of
responsibility for any copyright infringement and without holding GlobalNet Pictures
responsible for its distribution; that you are fully entitled to grant these rights in favour of
GlobalNet Pictures and that there is no agreement or other restriction preventing
these rights being granted.
You therefore agree to indemnify and hold harmless, absolving GlobalNet Pictures
from any responsibility, and its licensees from and against any claims, liabilities,
losses, costs, damages and expenses arising from any breach or alleged breach of
these warranties and representations.
15. BUSINESS DETAILS
15.1 St.George Images Ltd is the registered company trading as Enterprise News
and Pictures and GlobalNet Pictures
15.2 The Company Number for St.George Images Ltd is 08114840
15.3 The Company Registration Number for St.George Images Ltd is 04456693
15.4 The VAT Registration Number for St.George Images Ltd is 174 1698 83
15.5 St.George Images Ltd was first registered for VAT on June 1 2013
15.5 The registered business address for St.George Images Ltd is:
152-160 City Road, London, England, EC1V 2NX