Terms and Conditions
The terms and conditions governing use of this website and the licensing of images from the RSPCA Photolibrary are set out below, following a short explanatory section.
The RSPCA Photolibrary is a searchable database of photographic images which are supplied as digital files.
The photographic images within the Photolibrary are copyright works and none of them may be copied, reproduced, licensed or otherwise exploited except as specifically provided by these terms and conditions ('the Terms') or otherwise with the express written permission of RSPCA Trading Limited. The Terms also govern the use of this website generally.
Selection of Images
You may select images by following the instructions on the pages of this site on which the images appear. Each image is accompanied by a caption, providing basic information regarding the image concerned. Certain images within the Photolibrary are stated to be 'SENSITIVE' in their captions. These images may only be viewed on this website as small images in low resolution. If you wish to use these images, special terms may apply and you should contact the Photolibrary customer services team by telephone on +44(0) 300 1230150 or by e-mail to email@example.com
Downloading and Ordering Comping/Positional Images
You may select and download low resolution images from this website free of charge, or order copies of the images within the Photolibrary by using the order form on this website on payment of the prescribed non-refundable production fee. The downloading, supply and use of such copy images are governed by these Terms. In particular you should note that all copies of images are downloadable or supplied on the basis that, unless a Reproduction Licence (see below) is granted, the downloading or supply of such copies does not entitle you to copy, reproduce, publish or otherwise exploit the relevant image, save for comping purposes only as set out in Clause 2.2 of the Terms. All Copy Images downloaded or supplied to you should be destroyed and/or deleted from your computer system when no longer required for comping purposes.
If you wish to copy, reproduce, publish or otherwise exploit any photographic images within the Photolibrary you must request a reproduction licence by contacting the Photolibrary customer services team by telephoning +44(0) 300 1230150 or by e-mailing your request firstname.lastname@example.org You will need to provide details of the type and extent of the proposed use of the image concerned. In the event that we agree to grant you a reproduction licence, we will provide you with details of the reproduction licence fee payable and send you an invoice for the same. All reproduction licences granted in respect of the images within the Photolibrary will be granted in RTL absolute discretion and will be governed by the Terms and any additional specific terms set out in our invoice. If a reproduction licence is granted, you must provide us with copies of the published materials incorporating the images concerned, as set out in Clause 15.3 of the Terms.
The Terms provide, amongst other things that a reproduction licence shall only be granted upon payment in full of the reproduction fee.
TERMS AND CONDITIONS
CAREFULLY READ ALL THE FOLLOWING TERMS BEFORE YOU USE THIS WEBSITE OR DOWNLOAD ANY IMAGE FROM THIS WEBSITE OR ORDER ANY COPY IMAGE USING THIS WEBSITE.
BY USING THIS WEBSITE DOWNLOADING OR ORDERING ANY IMAGE YOU WILL BE MAKING A BINDING AGREEMENT WITH RSPCA TRADING LIMITED ("RTL") GOVERNED BY THESE TERMS. AT THE END OF THE TERMS, YOU HAVE THE OPTION TO:
- PROCEED WITH USING THIS WEBSITE OR DOWNLOADING IMAGES OR YOUR ORDER AND TAKE A LICENCE OF YOUR CHOSEN IMAGES ON THESE TERMS; OR
- NOT PROCEED WITH USING THIS WEBSITE OR DOWNLOADING IMAGES OR YOUR ORDER AND DECLINE TO TAKE ANY LICENCE.
IF YOU DOWNLOAD ANY IMAGE OR ORDER A COPY OF ANY IMAGE IN THE COURSE OF YOUR EMPLOYMENT:
- THE AGREEMENT (AND THE LICENCE GRANTED) WILL BIND YOUR EMPLOYER AND YOU WILL HAVE NO RIGHTS OF YOUR OWN UNDER THE AGREEMENT;
- YOU REPRESENT TO US THAT YOU ARE AUTHORISED BY YOUR EMPLOYER TO MAKE THE AGREEMENT ON ITS BEHALF.
The person bound by the Agreement (whether you or your employer) is referred to as "Client".
In these Terms the following definitions apply:
means the agreement between RTL and Client, governed by these Terms and relating to any Images, which is made when any one of the following occur:
- Client uses this website;
- Client downloads any Copy Image;
- RTL accepts Client's order for a Copy Image; or
- RTL accepts Client's request for a Reproduction Licence;
means Electronic Copy Images and Hard Copy Images;
means the licence (if any) granted by RTL to Client pursuant to Clause 2.2;
means the period specified for delivery in respect of Copy Images;
"Electronic Copy Images"
means electronic or digital files of the Images;
"Hard Copy Images"
means prints and transparencies of the Images;
means the image or images in the Photolibrary selected by Client in accordance with the instructions in the Help page.
means in respect of each Reproduction Licence granted by RTL, the specification agreed by the Client and RTL and set out in RTL's invoice detailing the specific ambit and extent of such licence (including without limitation use, time period and territory);
means the searchable database of photographic images operated by or on behalf of RTL located on the Internet at email@example.com
means the current listed non-refundable production fee payable in respect of Copy Images supplied by RTL under the Agreement; and
includes any form of copying or publication of the whole or part of any Image, altered or not, whether by printing, photography, slide projection (whether or not to an audience), xerography, use as a reference by an artist or in an artist's illustration, layout or presentation, by electronic, digital or mechanical means or storage, or by any other means (and further includes the distortion or manipulation of the whole or part of the Image (for example, by computer, electronically, digitally by an artist or by any other means);
means the fee payable in respect of a Reproduction Licence, as calculated by reference to the Licence Specification and stated in RTL's invoice in respect of the same, or in a valid and current quotation issued by RTL; and
means the fee-bearing licence (if any) granted by RTL to Client pursuant to Clause 4.2.
USE OF THE WEBSITE
- All use of this website and the Photolibrary by Client is governed by these Terms.
- RTL reserves the right to change these Terms at any time and Client acknowledges that it should check these Terms on a regular basis for changes. Client's use of the website shall be subject to the terms and conditions posted on this website at the time of such use.
- All material within this website and the Photolibrary is the copyright of the RTL, the RSPCA or third parties. Client may view the same, but Client acknowledges and all other use and downloading of the same is prohibited, save where Client has been granted a licence by RTL in accordance with these Terms.
- RTL does not warrant that the functions contained in this website will be uninterrupted or error free, that defects will be corrected, or that this website or the server that makes it available are free of viruses or bugs or represent full functionality, accuracy or reliability of the materials. RTL does not and cannot accept any liability for any loss, disruption or damage to Client's data or computer system which may occur as a result of use of this website.
- RTL reserves the right in its sole discretion to deny any user access to this website or any part of it without prior notice.
Supply of copy images and Grant of Comping Licence
- Client shall not select photographic images contained within the captioned "SENSITIVE", without the express written permission of RTL. Client may apply for such permission by contacting RTL's customer services team by telephone on +44(0) 300 1230150 or by e-mail to firstname.lastname@example.org RTL shall, subject to availability, supply to Client Copy Images in accordance with Client's order form and shall use reasonable endeavours to deliver such Copy Images within the relevant Delivery Period.
- RTL will grant to Client, upon payment of the Production Fee (if any), a non-exclusive, non-transferable, non-sublicensable right to use the Images for comping and positional purposes (that is, the preparation of sample or test layouts and materials) and for no other purpose whatsoever, expiring on the End Date, on and subject to the following terms and conditions. Client agrees and acknowledges that the licence granted in this Clause 2.2 does not include the right to distribute or make available Images in any media or format (including without limitation via any online or other electronic distribution system) to the public, or within Client's company or organisation, or to any third party, save that the same may be so distributed or made available (but only to the extent strictly necessary) for the purpose of review and evaluation of such Images, and for no other purpose, within Client's company or organisation or to a client or professional advisor of Client.
- Client agrees and acknowledges that risk in Copy Images shall pass to on receipt by Client, and responsibility for the same shall remain with the Client at all times.
Destruction and Deletion of Copy images
- At such time as Client (a) no longer requires a Copy Image for comping purposes or, (b) in the event that a Reproduction Licence is granted, Client no longer has any rights to make Reproductions of the same under such licence, Client shall or shall procure that:
- all Hard Copy Images, and computer disks, CD-ROMs, or other physical media containing Electronic Copy Images, be destroyed; and
- all Electronic Copy Images (other than those referred to in Clause 3.1.1 above) be deleted from all computers and electronic storage systems and devices within the possession or control of Client.
- Client shall immediately inform RTL in writing of any known loss or misuse of Copy Images while in Client's possession or that of any third party.
Request and Grant of Fee bearing Reproduction Licence
- Client may apply to RTL for a licence to Reproduce an Image by contacting RTL, providing details of the type and extent of Client's proposed use of such Image. If RTL agrees (in its absolute discretion) to grant Client such a licence, RTL shall issue Client with an invoice setting out, amongst other things, the Licence Specification and Reproduction Fee set by RTL.
- RTL will grant to Client, upon payment to RTL of the Reproduction Fee in full, a non-exclusive (unless stated otherwise in the Licence Specification), non-transferable, non-sublicensable (save as contemplated by the Licence Specification) licence to use the Images for the purpose and to the extent explicitly stated in the Licence Specification, on and subject to the following terms.
- Until RTL has issued an invoice for the Reproduction Fee, neither party is committed to grant or to acquire any licence for the Reproduction of the Image. After a Reproduction Fee has been agreed and RTL has issued its invoice, there is a firm and binding contract whereby RTL is committed to grant the relevant Reproduction Licence and Client to accept such licence. In the event that Client requests cancellation of the Reproduction Licence after RTL has issued such invoice but prior to Client's settlement of the same, RTL may in its discretion cancel such and issue a credit to Client's account or credit card less RTL's standard cancellation fee which is equal to fifty percent (50%) of the Reproduction Fee.
- For the avoidance of doubt, no Reproduction Licence shall be granted until after RTL's invoice for the Reproduction Fee has been fully paid.
LIMITED LICENCE/NO EXCLUSIVITY
- Unless otherwise specifically agreed in writing with RTL, Images are licensed with no rights protection, and on a non-exclusive basis.
- Client's licence under Clause 4.2 of these Terms (if any) will be strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Licence Specification, which shall be incorporated into the Agreement by this reference and as incorporated together with these Terms, constitutes the full licence granted.
- Client acknowledges and agrees that level Reproduction Fees payable in respect of an Image depend on the nature of the rights granted. Client shall notify RTL in the event that it desires to expand the usage of any Image, and agrees to pay any additional licence fee in respect of that use.
- Unless otherwise agreed in writing with RTL, Client shall ensure that the following credit lines must appear adjacent to every Image utilised in an editorial manner: Photographer's name/RSPCA Photolibrary. The relevant Photographer's name will appear in the caption for the Image within the Photolibrary.
- Client must also adhere to any special requirements regarding credit lines and copyright notices contained or referred to in any individual caption of an Image.
QUALITY WARRANTY AND LIMITATION OF LIABILITY
- Images of historical vintage often employ older photo techniques. Some of these Images contain "artefacts" or other flaws inherent in prints of the particular vintage and are not defects.
- Client acknowledges that prior to any consent from RTL for Reproduction of an Image coming into existence: (a) it has been afforded a reasonable opportunity to inspect the Image or to have it inspected by experts; (b) it has in fact inspected the Image or had it inspected; (c) it has satisfied itself by such inspection as to the nature and quality of the Image as to its fitness for Client's intended purpose; and (d) it has not in any way relied upon the judgment of the RTL as to suitability and fitness of the Image for Client's intended purposes and uses.
- RTL's delivery note will list all of the Hard Copy Images supplied to Client, which shall be presumed to have been received in good condition, unless within 3 days of receipt RTL receives notification of any discrepancy or damage.
- RTL warrants that Electronic Copy Images supplied to Client will be free from defects in material and workmanship (not including "artefacts" or other flaws inherent in prints of the particular vintage) for 30 days from delivery.
- The sole and exclusive remedy of Client in the event that RTL receives notification from Client under Clause 7.3 or for breach of the warranty in Clause 7.4 is the replacement of the relevant Copy Image or refund of the Production Fee and Reproduction Fee (if any) paid by Client, at RTL's option. RTL GIVES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT). NEITHER RTL NOR RTL'S THIRD PARTY LICENSORS SHALL BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOSS OF PROFITS OR OTHER LOSS OR DAMAGE ARISING OUT OF THE USE OR REPRODUCTION OF ANY IMAGES BY CLIENT, THE AGREEMENT OR OTHERWISE.
COPYRIGHT AND PUBLICATION RIGHTS
- No ownership or copyright in any Image shall pass to Client by the supply of any Copy Image by RTL or the issue of any licence in respect of the Images (including without limitation a Comping Licence or a Reproduction Licence).
- If any use of an Image gives rise to publication rights (as defined in the Copyright and Related Rights Regulations 1996) or to any similar rights in any country, those rights shall belong exclusively to RTL. Client shall do all such things and shall procure that any third parties in whom such rights may otherwise vest do all such things (including executing assignments) as are required to vest ownership of all such rights exclusively in RTL.
- No manipulation, adaptation, alteration or cropping of Images shall be made without the express written consent of RTL.
- Client must satisfy itself that all necessary rights, model releases or consents which may be required for Reproduction, are obtained and acknowledges that RTL give no rights or warranties with regard to the use of names, people, trade marks, registered or unregistered designs or, copyright works depicted in any Image, and Client must satisfy itself that all the necessary rights, clearances and consents in respect of such matters, as may be required for Reproduction, are obtained.
- Use or Reproduction of an Image in a manner not specifically authorised by, or in a manner that is contrary to a restriction stated in these Terms and the Licence Specification is prohibited, constitutes an infringement of RTL's and third party licensors' proprietary rights and will subject Client to infringement claims and remedies.
- If an Image featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that person, or a potentially unflattering or controversial subject, Client must print a statement which indicates that the person is a model and is used for illustrative purposes only.
- RTL's grant of a licence regarding use of an Image on or in a product does not grant Client the right to use that Image in any manner, directly or indirectly (such as in any Image or illustration of such product) in the advertising of such product unless that right is also specifically granted. While RTL makes efforts to correctly caption the subject matter of each Image, RTL does not warrant that such information is accurate.
- Pornographic, defamatory, libelous or otherwise unlawful use of an Image is strictly prohibited.
- Save as provided in Clause 10.2 or as contemplated by the Licence Specification, electronic use, storage or transmission of Images is forbidden without the express written permission of RTL.
- Client may only use a single copy of the Image on a single computer. Licensee may only download the Image onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Image for any purpose. Licensee may not use the Image on any image storage jukebox, network configuration or similar computer network arrangement.
- Production Fees are payable by Client to RTL or its nominee in respect of each order of Copy Images, and are non-refundable, whether or not a Reproduction Licence is requested, required or granted. The Client shall, in addition, be responsible and pay expenses incurred by RTL or its agent in relation to all courier, express or any other special delivery arrangement requested by Client.
- No reproduction of an image may be made (including, for the avoidance of doubt for comping purposes until payment of the applicable production fee (if any) or reproduction fee (if any) has been made in full or the agreement shall automatically be revoked. Any reproduction by Client prior to such payment constitutes an infringement of RTL's and RTL's third party licensors' proprietary rights and a breach of these terms which entitles RTL to terminate the agreement and/or seek damages from Client, as applicable.
- Client shall not set-off or claim to set-off for any reason whatsoever any sum or amount payable by RTL to Client against any sum or amount whatsoever payable by Client to RTL.
- Unless otherwise stated, all fees quoted on this website are exclusive of VAT and all other applicable taxes.
Interest on overdue invoices.
If Client fails to pay any of RTL's invoices in full within 30 days of the invoice date, then (without prejudice to RTL's other rights and remedies in respect thereof) Client shall pay RTL interest on the prescribed amount calculated on a daily basis at the rate of 4% per annum over the base lending rate of HSBC Bank plc from time to time, from the date on which the same falls due until the date of actual payment, (both after as well as before any judgement).
Licence not assignable or disposal.
No rights or licences granted to Client by RTL may be assigned or transferred. Such rights and licences are personal to Client. Save with the prior written consent of RTL Client shall not loan or transfer any Images or Copy Images to third parties, save for the purpose of exercising its rights under the Reproduction Licence, or otherwise dispose of the same.
Client shall indemnify and hold RTL harmless against any claim for damages, losses and any costs, including legal fees, arising in any manner whatsoever from the unauthorised use or Reproduction of any Image, or for Client's breach of any of these Terms (including without limitation, Client's failure to obtain any rights, clearances or consents referred to in Clause 9.2).
Right to information
- RTL may at any time inspect any records, accounts and books of Client relating to the Reproduction of any Images to ensure that the Images are being used in accordance with these Terms and the Licence Specification.
- Client will provide any information reasonably requested by RTL to assist RTL in taking anti-piracy measures.
- Where a Reproduction Licence permits Reproduction of an Images in a printed publication, Client shall ensure that two copies of the relevant pages containing such Image be furnished to RTL by Client free of charge within two weeks of such publication. Where a Reproduction Licence permits Reproduction of an Image in other media evidence of use must be made available if requested.
- No variation of any of the terms in this Agreement shall be effective unless agreed in writing by RTL and Client. No part of the content of RTL's catalogues or other advertising materials form a part of these Terms.
- No action of RTL, other than an express written waiver, may be construed as a waiver of any provision of the Agreement. In the event that RTL should waive any specific part of the Agreement, such fact does not mean that any other part is waived.
- Should any provision of these Terms be found unenforceable, that will not affect any other provision, and each will remain in full force and effect.
- The Agreement, its validity and effect, shall be interpreted under and governed by the laws of England. Exclusive jurisdiction for all disputes arising under this Agreement shall lie in the English High Court and each party agrees not to contest the jurisdiction of such court. Notwithstanding the foregoing, RTL shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive and other relief in respect of the infringement of intellectual property rights.