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1. Interpretation

1.1 These Conditions together with the Licence Confirmation constitute an agreement (“the Agreement”) between the British Museum Company Limited (“BMCo”) and the person identified in the Licence Confirmation (“Licensee”). All licences and permissions in the Agreement are conditional upon Licensee complying with the terms of the Agreement. Reproducing any photographs or other copyright work(s) in breach of or outside the scope of the Agreement is an infringement of copyright.
1.2 If there is any manifest conflict between the provisions of the Licence Confirmation and those of these Conditions then the provisions of the Licence Confirmation shall prevail. The Agreement shall prevail over any terms which Licensee may purport to apply (e.g. by way of a purchase order).
1.3 Unless otherwise stated in the Licence Confirmation, Licensee enters into the Agreement as a business rather than as a consumer. Please let us know if you are a consumer.
1.4 In the Agreement the following terms, unless the context otherwise requires, have the following meanings:
    “the Image” means any and all photographs described in the Licence Confirmation together with any accompanying caption text and other materials supplied by BMCo;
    “Licensed Product” means (subject to Clause 3.7) the publication or type of product (including books, cards, TV programmes and films) which makes use of the Image in the way described in the Licence Confirmation.
    “Licensed Territory” means the territory described in the Licence Confirmation.
1.5 In the Agreement, references to “include” and “including” are to be construed without limitation. References to person(s) include incorporated and unincorporated bodies or partnerships and include reference to that person’s successors and permitted assigns. Headings are for convenience only and shall not affect the interpretation of the Agreement.

2. Grant of Rights

2.1 Subject to Licensee’s full and timely compliance with all the terms set out in the Licence Confirmation and these Conditions, BMCo grants to Licensee during the Term a non-exclusive licence to copy the Image for the purposes of using such copies on or in relation to Licensed Products.
2.2 Except for the rights granted to Licensee in Clause 2.1, no other rights in and to the Images are granted.
2.3 Unless otherwise stated in the Licence Confirmation, BMCo merely grants rights in the photographic work that is the Image. Of course, the great majority of the British Museum’s collections pre-date the advent of modern copyright laws, however, Licensee will be solely responsible for any other clearances that may be necessary, including any copyright and moral rights that may be held by the artist (or her estate) who created the work that is the subject of the photographic image supplied. Where the Image is of an original work that is still in copyright, Licensee shall be responsible for approaching the appropriate rights holder for a licence to copy and otherwise use it.
2.4 All rights and permissions to Licensee shall be limited to non-exclusive, personal, non-transferable reproduction rights for single use only in the Licensed Territory unless the terms of the Licence Confirmation expressly state otherwise. A single use means a reproduction in one size in a single Licensed Product distributed in the Licensed Territory and as more particularly described in the Licence Confirmation.

3. Use

3.1 Licensee undertakes at all times throughout the Term that:
(a) it shall use the Image only on Licensed Products and not on any other products or in relation to any services;
(b) it shall not use the Image in any way which could be considered to be deceptive or misleading, or which could compromise or reflect unfavourably upon the good name, goodwill, reputation or image of BMCo or the British Museum;
(c) it shall not use the Image to promote in any way any business competitive with British Museum Images or which in any way licenses photographic images;
(d) it shall comply strictly with the directions of BMCo regarding the form and manner of Licensee’s use and application of the Image.
3.2 Licensed Products must not be of any other type than those described in the Licence Confirmation.
3.3 Each use of the Image must be accompanied by the following credit “©The Trustees of the British Museum. All rights reserved.”, together with such other credit as may be specified in the Licence Confirmation or required by any third party rights holder. Failure to include such credit will result in an additional charge of 50% of the Fee.
3.4 Other than in relation to the credit, the name and logos of the British Museum, British Museum Images and BMCo shall not be used by Licensee in any way.
3.5 The Image shall not be over-printed, masked out, defaced, rotated or otherwise modified or adapted in any way except for the removal of minor imperfections (such as colour correction) and very moderate cropping (provided that Licensee may drop the background and, where this is clearly stated alongside the credit, use a detail of the Image) and watermarks and copy protection tools must not be removed.
3.6 Licensee shall promptly notify BMCo of any claim of liability relating to the use of the Image or sale of Licensed Product.
3.7 Except with the prior written authorisation of BMCo, the Image must not be included or used in any form of electronic publishing nor any interactive media nor may it be used for any public display or exhibition, nor any form of electronic or digital reproduction, distribution or dissemination.
3.8 The Image must not be used to advertise or promote Licensed Product except to the extent that Licensed Product is advertised in a trade catalogue. All other types of advertising, endorsement and sponsorship are strictly prohibited.
3.9 Licensee may temporarily keep a single copy of the Image in the form supplied to it by BMCo and solely for the purpose specified in the Licence Confirmation. Other than this, the Image must not be electronically retained, duplicated or otherwise copied for any purpose and may not be made available via any form of computer network or the internet. The Image must be deleted as soon as it is used for its intended purpose or (if sooner) 90 days from receipt.
3.10 Licensee must obtain the prior written consent of BMCo for any use of the Image for Licensed Product relating to sensitive subjects, including contraception, matters of a sexual nature, substance abuse, physical or mental abuse, alcohol or tobacco promotion, cancer and other serious physical or mental ailments or the disparagement of a person or a product or a service.
3.11 BMCo reserves the right to refuse the use of an Image by any person for any reason whatsoever at its absolute discretion.
3.12 Any publication right (as defined in the Copyright and Related Rights Regulations 1996) in any Image arising from the use by Licensee of that Image shall vest exclusively in BMCo. 3.13 BMCo uses all reasonable endeavours to provide accurate caption text information on its website. However, errors do occasionally occur and Licensee shall be responsible for verifying that the relevant caption accurately describe the image that it accompanies.

4. Warranties

4.1 Licensee represents, warrants and undertakes for the duration of the Term that:-     (a) it is fully entitled to enter into the Agreement and to perform all its obligations hereunder;
    (b) acknowledging that the British Museum has an important reputation to protect, Licensed Product and materials for it shall be in all respects of first-class quality, and safe, non-injurious, fit for intended use and shall not violate the rights of any other party or contravene the laws of any country in which sold.
4.2 BMCo represents, warrants and undertakes for the duration of the Term that:-
    (a) either it or the Trustees of the British Museum own the copyright in the Image;
    (b) it is fully entitled to grant Licensee the rights described herein; and
    (c) the file containing the Image that is supplied to Licensee will be openable and enable the Image to be copied for a period of at least 90 days from the date of receipt. BMCo will, whenever a reasonable request is made, replace any file which is not openable.
4.3 BMCo will use its reasonable endeavours to procure that caption text is accurate but Licensee acknowledges that it may not be accurate.

5. Payment

5.1 Licensee shall pay to BM Co the Fee which shall be due immediately on acceptance and reception of the Licence Confirmation/invoice and payable within 30 days of the date the invoice/license confirmation was issued.
5.2 Licensee agrees that time is of the essence with respect to its payment obligations hereunder.
5.3 All payments by Licensee hereunder shall be in Pounds Sterling and shall be made free and clear and without deductions based on any set-offs, currency control restrictions, import duties, or any sales, use, value added or other taxes or withholdings whatsoever, except any deduction or withholding which is required by law in which case the sum payable by Licensee (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, BMCo receives and retains a net sum equal to the Fee.
5.4 If Licensee fails to make any of the payments by the relevant due date then without prejudice to any other right and/or remedy granted or available under the Agreement or at law, BMCo shall be entitled to:
    (a) Terminate this agreement by written notice with immediate effect;
    (b) Refuse or withdraw permission for publication of the Image;
    (c) Charge interest on overdue payments at the base lending rate of the Bank of England at the time of invoicing plus 1.5%;
    (d) Recover from the Applicant all expenses (including legal costs) incurred in obtaining payment on the Applicant’s overdue account; and
    (e) Charge late payment penalties in accordance with EU Directive 2000/35/EC.
5.5 For the avoidance of doubt, permission to reproduce the Image is strictly conditional and contingent upon payment of the Fee.
5.6 All amounts quoted in the Licence Confirmation and any invoice are subject to VAT, which shall be paid by Licensee.

6. Cancellation and Termination

6.1 If the Licensee cancels any Licence within thirty (30) days from the date of the Invoice, Licensee will be charged a thirty (£30) pound transaction fee per item. Subject to Clause 6.4, after thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice. For any cancellations, Licensee must also pay any and all applicable service charges, production fees, processing and handling fees and shipping fees related to the cancelled Invoice. All Licences applicable to the cancellation shall immediately terminate upon cancellation and no End Use may be made of the applicable Content. All cancellations are final
6.2 The Agreement shall commence upon its signature and shall automatically expire at the end of the Term (as set out in the Licence Confirmation) unless previously terminated pursuant to the terms hereof.
6.3 BMCo may terminate the Agreement under Clause 5.3 if Licensee fails to make any of the payments by the relevant due date.
6.4 Either party may terminate the Agreement by written notice with immediate effect if the other party passes a resolution for its winding up, or a court of competent jurisdiction makes an order for the winding up or dissolution of that party (other than a voluntary liquidation for the purposes of reconstruction, amalgamation or similar reorganisation) or an administrative order is made in relation to that party or a receiver is appointed over, or takes possession of, or an encumbrancer sells, any of that party’s assets, or that party enters into any arrangement or composition with its creditors or any of them, or makes an application to a court of competent jurisdiction for protection from its creditors generally or any equivalent or analogous proceedings or appointments under the law of the jurisdiction in which that party is incorporated, carries on business or has any assets, or ceases to carry on its business or threatens to cease in carrying on its business.
6.5 On termination of the Agreement for any reason whatsoever:-
    (a) all rights granted to Licensee hereunder shall forthwith terminate except that Licensee shall have 3 months after such termination to sell-off (but not to manufacture) in accordance with the Agreement (and subject to payment of all monies due to BMCo) all remaining stock in its possession of Licensed Products at the date of termination unless termination of the Agreement occurs where BMCo is entitled to terminate, in which case there shall be no sell-off period;
    (b) Licensee shall not manufacture, distribute or sell Licensed Products utilising the Image; and
    (c) Licensee shall permanently expunge and delete the Image from wherever it may have stored it.

7. Liability

7.1 Nothing in the Agreement shall operate to limit or exclude either party’s liability for any liability which cannot be excluded or limited under applicable law.
7.2 Subject to Clause 7.1, and except as expressly set out in the Agreement, all warranties, undertakings and other terms, express or implied, statutory or otherwise in respect of the obligations of BMCo under the Agreement are hereby excluded.
7.3 BMCo shall not be liable, whether in tort, contract, or otherwise, to Licensee for loss of profits, anticipated savings, business, time or goodwill or contracts or potential contracts or for any special, indirect or consequential loss or damage in connection with the Agreement.
7.4 Subject to Clause 7.1, the maximum aggregate liability of BMCo for any loss or damage in respect of the Agreement, whether in contract or tort, shall in no circumstances exceed in aggregate the total amount paid by Licensee to BMCo under the Agreement or £1,000 (whichever is the higher).
7.5 Licensee hereby agrees to indemnify and keep indemnified BMCo against any claims, legal proceedings, damages and costs (including reasonable legal fees and expenses) suffered by or made against BMCo arising out of or by reason of any breach or alleged breach by Licensee of the terms of the Agreement including Licensee’s use of the Image other than as expressly permitted in the Agreement.

8. Assignment and Sub-licensing

8.1 Licensee shall not be entitled to assign, sub-contract, sub-license or transfer any of its rights or obligations hereunder without the prior written consent of BMCo, except only in relation to the sub-licensing of publication rights for bona fide foreign editions of books (and then only provided the total, global print run remains within any limits set out in the Licence Confirmation). BMCo may freely assign, sub-contract or transfer any of its rights and obligations.

9. General Provisions

9.1 If BMCo cannot fulfil or perform its obligations under the Agreement due to an event beyond its reasonable control then such non-performance or failure to fulfil its obligations shall not be deemed a breach of the terms of the Agreement.
9.2 Any waiver by either party of a breach of any provision of the Agreement shall be in writing and shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of the Agreement.
9.3 All notices, consents, approvals and statements hereunder shall be given in writing in the English language to the respective addresses of the parties as set forth on the Licence Confirmation, unless notification of a change of address is given in writing. Any notice shall be sent by dispatch of a telefax or e-mail (to the relevant party’s customary fax number or e-mail address) and confirmed by mail and shall be deemed to have arrived on the date of transmission (if sent not later than 1 (one) hour before close of business on a working day or otherwise on the next working day) provided that the appropriate answer back or despatch confirmation is received by the sender.
9.4 The Agreement represents the entire understanding and constitutes the entire agreement between the parties relating to the subject matter of the Licence Confirmation and supersedes any previous understandings, negotiations or agreements as to such subject matter.
9.5 The Agreement may not be altered, amended or modified except in writing signed by duly authorised representatives of each of the parties hereto.
9.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions except always for the Trustees of the British Museum.
9.7 The Agreement (including any dispute or claim of whatever nature arising under or in connection with the Agreement) shall be governed by and construed in accordance with the laws of England. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim of whatever nature arising under or in connection with the Agreement.

© 2013 The British Museum Company Limited