Royal Society Picture Library Terms and Conditions
The second part describes the process of licensing an Image from us. It also sets out the General Terms upon which we may license our Images to you for specified uses.
In these Terms and Conditions the following expressions shall have the meanings specified:
We and/or Us means The Royal Society
You means a potential or existing customer of The Royal Society
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 Image Licence and the General Licence Terms (set out below).
Image Licence means the specific terms of the Licence granted to you as set out in a document we will send you immediately before we complete the full licensing transaction with you.
Part 1: Terms of website use
Information about us
http://pictures.royalsociety.org is a site operated by The Royal Society of London for Improving Natural Knowledge, known simply as The Royal Society. The Royal Society is a learned society for science. Founded in November 1660, it was granted a Royal Charter by King Charles II as the "Royal Society of London". The Society is governed by its Council, which is chaired by the Society's President, according to a set of Statutes and Standing Orders The Royal Society is based at 6–9 Carlton House Terrace, London SW1Y 5AG.
The Royal Society is a registered charity with registration number 207043. It is regulated by the Charity Commission.
Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice. We will not be liable if for any reason our site is unavailable at any time or for any period.
Your use of our site means that you accept, and agree to abide by, all the terms and conditions set out herein.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site (other than in the exercise of Licence which we have granted to you)
- Not to access without authority, interfere with, damage or disrupt any part of our site; any equipment or network on which our site is stored; any software used in the provision of our site; or any equipment or network or software owned or used by any third party.
Failure to comply with these provisions constitutes a material breach of these terms and conditions upon which you are permitted to use our site, and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our site
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach
- Further legal action against you
- Disclosure of such information to law enforcement authorities as we feel is reasonably necessary
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
Information about you and your visits to our site
Intellectual property rights
We are the owner or the lawful representative of the owner of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may view the Images available on our site provided for the purpose of preview.
You must not use in whole or in part any materials on our site for purposes other than your private, personal use without obtaining a Licence to do so from us.
If you print off, copy or download any part of our site and/ or any materials published on it in breach of these terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Unauthorised use of our site and/ or materials may lead to the institution of legal proceedings against you.
is an EU registered trade mark of The Royal Society.
Reliance on information posted
Commentary and other materials posted on our site including (but not limited to) any editorial comment or descriptive metadata regarding materials published on the site are not intended to constitute definitive information or advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the materials on our site may be out of date at any given time, and we are under no obligation to update such materials.
The materials displayed on our site are provided without any guarantees, conditions or warranties as to their accuracy. To the full extent permitted by law, we and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:
• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time;
and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack nor participate in an attack on our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Jurisdiction and applicable law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
If you have any concerns about material which appears on our site, please contact firstname.lastname@example.org
Thank you for visiting our site.
Part 2: Licensing of Images
We are the exclusive owners of the copyright and/ or the authorised licensor of the copyright in all the Images available for download from our site. That means that in order to download an Image from our website for use in some way you need to enter into a Licence Agreement with us.
When you pay for an Image supplied by us you are not purchasing the Image; you are acquiring a Licence to use it in accordance with the terms of the Licence Agreement we make with you. You must not therefore use the any Image supplied by us other than in strict accordance with the terms of the Licence Agreement. If you do use an Image supplied by us other than an in strict compliance with the governing Licence Agreement you will be in breach of the Licence Agreement and will also be committing an infringement of copyright.
When purchasing a Licence from us to use an Image you will be asked to select, from a list of possible uses, the particular use you want to make of the Image in question. Most of these uses are for professional users to which specific Licence fees and terms will apply. The terms will also set limits to the use including the number of copies that can be made of an Image.
In general therefore our Licence Agreement terms are intended for professional users who will use our Images in commercial contexts. We do however offer some limited, free Licences to individual users for non-commercial uses. Free uses of our Images by individual non-commercial users are always subject to the terms of a Licence Agreement and we reserve the rights to apply administrative charges related to the supply of the Image.
When you request a Licence to use an Image we will send you a Licence Agreement comprising the specific terms of the Licence set out in the Image Licence and the General Licence Terms. The General Licence Terms as set out below or as subsequently varied by us will apply in all cases, except and to the extent as may be expressly overridden by the terms of the Image Licence.
General Licence Terms
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
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 issue of a Licence.
In using an Image supplied by us you must clearly acknowledge the source of the Image in the 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
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 in question;
• 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 a 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.
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, 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;
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 email@example.com 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 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.
Consumers please note that your right of cancellation under the Distance Selling Regulations will end once you start the Image download process.
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.
You will provide one complimentary copy of any publication or product in which our Images appear pursuant to a 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 admits 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 the 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 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.
If we fail, at any time during the term of a Licence Agreement, to insist upon strict performance of any of your obligations under the 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.
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.
The terms and conditions of a Licence Agreement will constitute the entire agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Licence Agreement.
You and we each acknowledge that, in entering into a Licence Agreement, (and the documents referred to in it), neither of you nor we relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that 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 any 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.
Our Right to Vary These General Licence Terms
We have the right to revise and amend these General Licence Terms from time to time to reflect changes in the range of products we offer, market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
You will be subject to the policies and terms and conditions in force at the time that you enter into a Licence Agreement with us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these General Licence Terms before we send you the Image Licence (in which case we have the right to assume that you have accepted the change to the General Licence Terms, unless you notify us to the contrary within seven working days of receipt by you of the Products).
Law and Jurisdiction
Licence Agreements and any dispute or claim arising out of or in connection with them or their 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 a 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.