Licence

VAT Registration Number: GB 927 5800 09

General Licence Terms

Interpretation

As used in this Licence Agreement the following expressions shall have the meaning specified:

We and/or Us means The Royal Society

You means the entity or individual referred to in the Image Licence as the Client

Image means any still in any medium which may be used for the purposes of reproduction

Licence means the non-exclusive authorisation we grant you to use Images via a legally binding agreement. That agreement (Licence Agreement) is comprised of the terms set out in the Image Licence and the General Licence Terms.

General Licence Terms

Image Supply

Each digital Image downloaded by You shall be recorded and labelled with the Image reference number used by Us along with our copyright credit information as an integral part of the Image file. You agree to destroy all Images including any pre-press or pre-production copies of the Images and any copies or records of the Images held on a database within 90 days of receipt of the Images or completion of the maximum production run, or expiry of the License term, whichever is later.

Licence for Image use

We hereby grant You a Licence in respect of the Image(s) and usage(s) as specified in the Image Licence subject to the terms of the Licence Agreement.

You may make only such use of an Image that We supply You as is set out in the Image Licence. Other than as expressly stated in the Image Licence any use of an Image supplied by Us is strictly prohibited.

Use of an Image supplied by Us is subject at all times to the terms set out in the Image Licence and the General Licence Terms;

The Licence granted to You in respect of the use specified in the Image Licence is non-exclusive and non-assignable.

No ownership or copyright in any Image shall pass to You by the grant of the Licence.

In using an Image supplied by Us, You must clearly acknowledge the source of the Image in the credit terms specified in the Image Licence and in a manner appropriate to the medium in which the Image is used.

No alteration, modification, editing, compilation, or other manipulation of an Image supplied by Us may be made without Our prior written consent.

Any use of an Image supplied by Us other than in strict compliance with all terms of the Licence Agreement will constitute an infringement of copyright and will result in the immediate termination of any Licence Agreement (without prejudice to the remedies available under such Licence agreement). It is Our general policy to pursue all available remedies against any party using our Images without, or in breach of, the necessary Licence Agreement.

Warranties and Indemnities

In entering into a Licence Agreement with Us You warrant, represent and undertake that:

• You have the right and authority to enter into the Licence Agreement;
• You will observe and comply with all applicable laws in the use of an Image supplied by Us and the performance of your obligations under the Licence Agreement. You agree that You shall at all times be solely liable and responsible for such due observance and performance;
• You will obtain at your own expense all necessary publishing licenses and consents and pay all associated fees, royalties in respect of any use You make of works with which the use of an Image supplied by Us is associated
• You will not make use of any Image supplied by Us that is or may be held to be obscene, indecent, libellous or unlawful.
• In making use of an Image supplied by Us pursuant to a Licence Agreement You will employ all due skill, care and diligence including good industry practice;
• You will only make such use of an Image supplied by Us for the purposes specified in a Licence Agreement and You will not use it for any other purpose;
• You will not use an Image supplied by us in such a way as to prejudice in any way the reputation and standing of The Royal Society or any person, entity or event represented in or associated with the Image in question nor without our prior written consent, use it in any way which implies or might be held to imply that we endorse, sponsor or promote any event, individual, entity, products or services; and
• You will comply with all regulations and practices in force or use in the Territory to safeguard our rights in our Images

We use reasonable efforts to ensure the accuracy, correctness and reliability of any identification or descriptive information (metadata) about any Image We supply, but We make no representations or warranties as to the accuracy, correctness or reliability of such metadata.

You will indemnify Us against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Us arising out of or in connection with your use of an Image supplied by Us or any breach by You of a Licence agreement.

Liability

Our liability for losses You suffer as a result of Us breaking a Licence Agreement is strictly limited to the fee payable for the Licence to use an Image supplied by Us. This does not include or limit in any way our liability:

• For death or personal injury caused by our negligence;
• Under section 2(3) of the Consumer Protection Act 1987 (where applicable);
• For fraud or fraudulent misrepresentation; or
• For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

We are not responsible for indirect losses which happen as a side effect of the main loss or damage even if foreseeable and even if such losses result from a deliberate breach of a Licence Agreement by us that would entitle you to terminate the Licence Agreement between us, including but not limited to:

• loss of income or revenue
• loss of business
• loss of profits or contracts
• loss of anticipated savings
• loss of data
• loss of data, or
• waste of management or office time however arising and whether caused by tort (including negligence), breach of a Licence Agreement or otherwise, even if foreseeable;

Payment

For online payments, we use RBS WorldPay as our payment gateway for all transactions. You will therefore need to create an account with WorldPay in order to pay Us online for a Licence Agreement to use an Image supplied by Us. Your relationship with RBS WorldPay will exclusively govern all matters related to the service it provides to You including, but not limited to, the protection of your personal data and credit card information. We hereby disclaim any liability or responsibility for the provision of such service and any matters arising in relation thereto.

When paying via WorldPay, You will receive WorldPay’s normal transaction confirmation. If You require a separate VAT receipt You will need to request it from Us at picturelibrary@royalsociety.org when You place your order. We will not issue VAT or other receipts for online payments unless specifically requested by You.

You may apply to be account holder with Us and arrange payment offline. In this case, We will, upon confirmation of your order, invoice You via post or e-mail as You request. Invoices must be paid within 30 days of issue

If You are an individual entering into this Licence Agreement for non-commercial purposes please note that the Consumer Protection (Distance Selling) Regulations 2000 and the Electronic Commerce Regulations 2002 provide a number of safeguards for consumers purchasing goods or services online. In some instances a consumer is entitled to cancel an agreement for a sale of goods or services within a period of seven (7) days after receipt of the goods purchased or from the date on which the contract for the provision of services was made.

Please be advised that in accordance with the guidelines of the Office of Fair Trading it is a term of this Licence Agreement that the download of the Images may commence before the end of the usual cancellation period and that once download of the images has commenced any right to cancel this Licence Agreement ends.

If We choose not to allow You to become an account holder We need not give any reasons for our decision.

As We are a UK organisation, all fees charged and shown on the Royal Society Picture Library website are payable in Pounds Sterling. If You are placing an order from overseas, your card issuer may convert the charge into your local currency.

If You do not pay in accordance with these General Licence Terms then We may at our option terminate the Licence Agreement, rescind your Licence and recover damages or charge interest at the rate prescribed by the Late payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.

Our Rights of Audit

You will keep and make available for inspection upon reasonable notice both during and for twelve months after termination or expiry of this Licence Agreement, proper, detailed books and records relating to the use of all Images supplied to You together with any supporting documentation relating thereto covering the period up to six years prior to the date of notification of audit.

In order to allow Us to exercise our rights of audit You will allow access to your premises upon reasonable notice to inspect relevant accounting records, but not more than once per annum. Our duly authorised representatives (who shall be external qualified accountants or auditors unless otherwise agreed between the parties) shall have such access to your premises and shall be entitled to inspect, make extracts and take copies of any of the information and/or documentation available and to carry out such work as is, in their reasonable opinion, considered necessary to verify compliance with the provisions of this Licence Agreement.

If tests under any audit and verification process indicate any use of our Images in excess of the number of copies or duration of use permitted under this Licence Agreement (Excess Use) or for purposes other than provided for in this Licence Agreement during the period under audit, then, without prejudice to our other rights under this Licence Agreement or in respect of infringement of copyright, we reserve the right to make such additional charges as we consider appropriate for such Excess Use.

If any audit and verification process discloses any Excess Use of more than 7.5% of the amount of copies or duration of use as set out in the Licence Agreement during the period under audit then, without prejudice to our other rights under this Licence Agreement, You will pay, in addition to the payment referred to in the preceding paragraph, our reasonable costs of such audit and verification within 28 days of receipt of our invoice therefor.

All provisions relating to our right of audit shall remain in effect notwithstanding termination or expiry of this Licence Agreement until the settlement of all our subsisting claims.

Miscellaneous

You will provide Us with one complimentary copy of any publication or product in which our Images appear pursuant to this Licence Agreement.

Duration and Termination

The Licence Agreement shall come into force on the date specified in the Image Licence and, unless terminated earlier in accordance with these termination provisions, shall remain in force until the expiration of the term specified therein.

We may terminate this Agreement with immediate effect by giving written notice to You if any of the following circumstances arises:

• You fail to pay any amount due under a Licence Agreement on the due date for payment and remain in default not less than seven days after being notified in writing to make such payment;
• You commit a breach of a Licence Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) you fail to remedy that breach within 7 days of being notified in writing to do so;
• You suspend, or threaten to suspend, payment of your debts or You are unable to pay your debts as they fall due or You admit inability to pay your debts or (being a company) You are deemed unable to pay your debts;
• You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or You make a proposal for, or enter into, any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation of your company with one or more other companies or the solvent reconstruction of your company;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over You;
• a person becomes entitled to appoint a receiver over your assets, or a receiver is appointed over your assets;
• You suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
• You undergo a change of control

Effect of Termination

On expiry or termination of a Licence Agreement for any reason and subject to any express provisions set out in an Image Licence forming part of this Licence Agreement:

• all outstanding sums payable by You to Us shall immediately become due and payable;
• all rights and Licences granted pursuant to a Licence Agreement shall immediately cease;
• You shall cease to make any use of the licensed Image or Images;

Transfer of Rights and Obligations

The Licence Agreement between You and Us is binding on You and Us and on our respective successors and assigns.

You may not transfer, assign, charge or otherwise dispose of a Licence Agreement, or any of your rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-Licence Agreement or otherwise dispose of a Licence Agreement, or any of our rights or obligations arising under it, at any time during the term of the Licence Agreement.

Events Outside Our Control

We will not be liable or responsible to You for any failure to perform, or delay in performance of, any of our obligations under a Licence Agreement that is caused by events outside our reasonable control (Force Majeure Event).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

• Strikes, lock-outs or other industrial action.
• Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
• Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
• Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
• Impossibility of the use of public or private telecommunications networks.
• The acts, decrees, legislation, regulations or restrictions of any government.

Our performance under any Licence Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Licence Agreement may be performed despite the Force Majeure Event.

Waiver

If We fail, at any time during the term of this Licence Agreement, to insist upon strict performance of any of your obligations under this Licence Agreement or any of its terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Licence Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by Us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

Severability

If any of the terms and conditions or any provisions of a Licence Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire Agreement

The provisions of the Image Licence along with these General Licence Terms constitute the entire Licence Agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of this Licence Agreement.

You and we each acknowledge that, in entering into this Licence Agreement, (and the documents referred to in it), neither You nor We rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence Agreement or not) other than as expressly set out in the relevant terms and conditions.

We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of this Licence Agreement. While We accept responsibility for statements and representations made by our duly authorised agents, please make sure You ask for any variations from these terms and conditions to be confirmed in writing.

Law and Jurisdiction

This Licence Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by English law.

Any dispute or claim arising out of or in connection with this Licence Agreement or its formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.