1 In these terms and conditions the following definitions shall apply:
a) “The Customer” means any person, firm or company who negotiates with or contracts to take on loan, or to purchase, the pictures of Mousetrap Media Ltd. “Registered users” of this site are by definition customers.
b) “Picture” includes a photographic print or transparency or digital file or any other item which may be offered for the purposes of reproduction.
c) “Reproduction” includes any form of publication or copying, of the whole or part of any picture and whether or not altered whether by printing, photography, slide projection (whether or not to any audience), xerography, artists reference, artists illustration, layout at presentation, electronic or mechanical reproduction or storage by any other means, and “to reproduce” shall be construed accordingly.
2 The conditions apply to all orders, supplies and reproductions of pictures from or by Mousetrap Media Ltd, and shall apply in place of and prevail over any terms and conditions contained or referred to in the buyer’s order or correspondence or elsewhere or implied by trade practice or course of dealing. No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
Loan of the pictures
3 If any use of the pictures shall give rise to publication right (as defined in the draft Publication Right and the Duration of Copyright in Performances Regulations 1995) or to any similar rights in the United Kingdom or in any other country those rights shall belong exclusively to Mousetrap Media Ltd. The Customer undertakes to do all such things and to procure that any third parties in whom such rights may otherwise vest do all such things and sign and execute all such documents as may reasonably be required to vest all such rights exclusively in Mousetrap Media Ltd.
4 Pictures are supplied to the Customer by way of loan only. No property or copyright in any pictures shall pass to the client whether on their submission or on Mousetrap Media Ltd’s grant of reproduction rights in respect thereof.
5 Registered users of this site who follow the hypertext link to be emailed reproduction-quality high-resolution image(s) will be assumed, unless otherwise agreed or at our discretion, to have made a contract and will be charged the minimum reproduction fee as outlined in our prices section regardless of whether or not the image(s) are subsequently reproduced.
6 The Customer may reproduce the pictures only:
a) with the prior written consent of Mousetrap Media Ltd and
b) after agreement to pay the appropriate reproduction fee
7 Possession of the picture(s) does not constitute consent to reproduce them. The Customer must notify Mousetrap Media Ltd of the intended use of the pictures. Mousetrap Media Ltd may, at its discretion, then grant consent to the reproduction by letter or by electronic mail or by invoicing the appropriate reproduction fee and such consent shall be subject to any terms expressed therein.
8 a) Until Mousetrap Media Ltd has invoiced the reproduction fee neither party is committed to grant or to acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby Mousetrap Media Ltd is committed to grant reproduction rights and the Customer to acquire them. If after such invoicing but before payment the Customer requests cancellation of the reproduction rights Mousetrap Media Ltd may in its discretion cancel subject to the client paying a cancellation fee.
b) The Customer agrees to indemnify Mousetrap Media Ltd in respect of any claims or damages or any loss or costs arising in any manner from the reproduction rights of any any picture supplied to the Customer by Mousetrap Media Ltd. This also includes the case where, if any third party reproduces any picture loaned to the Customer, the Customer shall, without prejudice, pay Mousetrap Media Ltd all the fees which that third party would be liable to pay to Mousetrap Media Ltd had the third party borrowed and reproduced the picture pursuant to these terms.
9 Unless otherwise agreed in writing by the parties, reproduction right for the Pictures granted by Mousetrap Media Ltd shall:
a) Not be exclusive to the Customer except when specified on the invoice.
b) Be exercisable only by the Customer and shall not be assigned without the prior written consent of Mousetrap Media Ltd, nor may any picture submitted to the Customer be loaned or transferred to third parties save for the purpose of the exercise by the Customer of such reproduction rights.
c) Be limited to the precise use, period of time and territory specified on Mousetrap Media Ltd’s invoice, and relate to a single publication in a single size with text (if any) in one language only, unless otherwise agreed in writing.
d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
e) The customer shall pay all invoices within 30 days of receipt.
f) If payment is not made in accordance with e) above then Mousetrap Media Ltd may rescind this agreement and recover damages, or charge interest at 2% per month on the overdue amount.
10 Mousetrap Media Ltd does not warrant the accuracy of any description of pictures and the identification of persons appearing in them and therefore the Customer:
a) Shall report any discrepancies to Mousetrap Media Ltd immediately on their discovery.
b) Acknowledges that Mousetrap Media Ltd shall not be liable to the Customer for any inaccuracies.
c) Shall indemnify Mousetrap Media Ltd against any claim, loss or damage arising directly or indirectly from the Customer’s use of the pictures.
11 The Customer acknowledges and accepts that because of age and origin of the Pictures and the images contained therein, Mousetrap Media Ltd gives no warranty or rights to the Customer as to:
a) The existence or validity of model or other releases in respect of any Picture or image; or
b) The use of names, people, trade marks, registered or copyright designs or works of art depicted in any Picture or image.
c) Moral rights (as set out in chapter IV of the Copyright Designs and Patents Act 1988) relating to the use of the Pictures.
The Customer shall obtain all necessary releases, rights or consents for all uses and shall indemnify Mousetrap Media Ltd against any loss or claims arising from the use of the Pictures by the Customer or any third party without effective releases, rights or consents arising from any infringement of moral rights relating to use of the Pictures.
12 All reproductions of pictures shall be credited to “Mousetrap Media” and, if required by Mousetrap Media Ltd or by law, the name of the photographer.
13 If any picture reproduced by the Customer omits the credit line specified by Mousetrap Media Ltd the reproduction fee payable by the Customer shall be subject to increase of 50% unless otherwise agreed in writing. The right of a credit is asserted in accordance with sections 77 + 78 Copyright Designs & Patents Act 1988.
14 The Customer shall supply Mousetrap Media Ltd immediately upon reproduction a verification photocopy, sample or description of the product which bears the reproduction.
16 No addition to, deletion from or alteration to or adaptation of a picture may be made without the written permission of Mousetrap Media Ltd.
17 While Mousetrap Media Ltd takes all reasonable care in the performance of this Agreement generally, Mousetrap Media Ltd shall not be liable for any loss or damage suffered by the Customer or by any third party arising from the use or reproduction of any picture or its caption.
18 Failure by Mousetrap Media Ltd to exercise or enforce any rights under these conditions shall not be deemed to be a waiver of any such rights at any time or times thereafter.
19 Any notice hereunder shall be deemed to have been duly given if delivered by hand or sent by first class prepaid post, fax, telex or electronic mail to the party at its last known address. Notices and deliveries sent by first class post shall be deemed to have been given two days despatch and notices sent by fax, telex or electronic mail shall be deemed to have been given on the date of despatch.
20 This Agreement shall be subject to any construed according to English law and the parties agree to accept the exclusive jurisdiction of the court of England or, for the exclusive benefit of the plaintiff in the relevant proceedings, the courts of the country of the principal place of business of the defendant in the relevant proceedings.