ACCEPTANCE OF TERMS.
COPYRIGHT OF PHOTOGRAPHY AND DESIGN.
All photography and design produced by Mandarin Creative Solutions Ltd is protected by the 1988 Copyright, Designs & Patent Act. Any photography produced by ourselves belongs to ourselves until full payment has been made. No transfer use of images to any other company unless full written permission has been given by Mandarin Creative Solutions Ltd. Any breach of the copyright law is strictly forbidden and action will be taken against the offending company.
By using unlicensed images prior to seeking full written permission, an invoice will be automatically issued.
Members of the BIPP.
DESCRIPTION OF SERVICES.
Through its network of Web properties, Mandarin Creative Solutions Ltd provides you with access to a variety of resources, including developer tools, download areas, communication forums and product information (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU.
PERSONAL AND NON-COMMERCIAL USE LIMITATION.
Unless otherwise specified, the Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION.
See the Privacy Statement disclosures relating to the collection and use of your information.
NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEB SITE
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, MANDARIN CREATIVE SOLUTIONS LTD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
FOR YOUR CONVENIENCE, MANDARIN CREATIVE SOLUTIONS LTD MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. MANDARIN CREATIVE SOLUTIONS LTD DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN MANDARIN CREATIVE SOLUTIONS LTD SOFTWARE PRODUCTS.
TERMS AND CONDITIONS OF COMMISSIONING AND REPRODUCTION OF PICTURES BY MANDARIN CREATIVE SOLUTIONS LIMITED
- Understanding The Agreement
- In this Agreement the terms:
picture includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction. reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means. Any print reproduction for commercial use. the Client is the person or organisation to whom the invoice is addressed (whether or not the Client is acting for a third party)
- Copyright Issues
- The entire copyright in the pictures is retained by Sonia Harvey at all times throughout the world.
- Mandarin Creative Solutions Limited supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Mandarin Creative Solutions Limited’ grant of reproduction rights in respect thereof.
- Sonia Harvey asserts both her moral right to be identified as the author of her work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988.
- Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Mandarin Creative Solutions Limited any fee payable by the Client shall be subject to an increase specified by Mandarin Creative Solutions Limited, and in any event an increase of not less than 25%.
- Reproduction Rights
- Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on the invoice. An agreement must be reached with Mandarin Creative Solutions Limited before the pictures are used for a different purpose or after the licence to use has expired
- Mandarin Creative Solutions Limited grants to the Client a non-exclusive non-transferable licence to use the images in accordance with this Agreement.
- The Client is permitted to use an image more than once for in-house use only. If the Client wishes to use the image again for external use such as magazines or illustration purposes, further permission must be obtained in writing from Mandarin Creative Solutions Limited.
- The Client shall not unless expressly agreed with Mandarin Creative Solutions Limited, make any alterations additions or modifications to an image.
- The Client shall not under any circumstances re-sell an image.
- The Client shall not copy or reproduce an image without the express consent of Mandarin Creative Solutions Limited.
- The Client shall not give, sell, rent or hire an image in whole or in part, to any third party without the written consent of Mandarin Creative Solutions Limited.
- Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
- Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights
- Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
- Mandarin Creative Solutions Limited reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.
- The Client shall ensure that where possible every use of the image is accompanied by an acknowledgement in the following form: Photography by Mandarin Creative Solutions Limited.
- Copyright Infringement
- Use of an Image in a manner not specifically authorised under the terms set out within this document constitutes a breach of the Agreement and an infringement of copyright entitling Mandarin Creative Solutions Limited to rescind the Agreement and rendering the Client liable for the payment of damages.
- Any unauthorized reproduction, distribution or public display (such as on an internet webpage) of the images, immediate or eventual (by you or any third party) with intention to sell or distribute for profit or public use or application will constitute infringement of our copyright, and Mandarin Creative Solutions Limited will move to demand and recoup compensation from you the commissioning client and/or any third party in respect of such copyright infringement.
- No reproduction rights are granted by virtue of delivery of Images unless expressly indicated. Your right to reproduce an Image arises only if (a) licence terms are agreed and (b) our invoice relating to the grant of such right is fully paid.
- Any reproduction before payment of the invoice or outside the terms of any licence constitutes an infringement of copyright and a breach of this Agreement entitling us to rescind and claim damages. You must indemnify us in respect of any claims, damages, costs or expenses Mandarin Creative Solutions Limited incur arising from any reproduction of any Image supplied to you.
- Should copyright be infringed, and a reasonable settlement and time scale not agreed, and refusal to the withdrawal of all copies of the work (and any other encroaching materials) Mandarin Creative Solutions Limited will proceed with action to recover financial remuneration, such as damages, royalties and costs accured.
- The following terms are used when describing the reproduction rights granted by Mandarin Creative Solutions Limited to the Client:
Internal Use: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site. PR and Press: The right to use the pictures as described in 3; plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication. Specified Use: The right to use the pictures once only for the purpose as described on the invoice. Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
- Cancellation / Postponement
- Once the Client has made a booking for a specific time and date, Mandarin Creative Solutions Limited will not accept any other work from other clients for those times and dates.
- As a result, a booking is considered firm as from the date of confirmation and accordingly Mandarin Creative Solutions Limited will, at their discretion, charge a fee for cancellation or postponement. In addition to this cancellation fee, the client will be charged for any expenses already incurred by Mandarin Creative Solutions Limited.
- Payment should normally be made by crossed cheque made payable to “Mandarin Creative Solutions Limited.”. BACS details can be found on the invoice. Proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery. Our terms are strictly net 30 days unless agreed in advance and in writing.
- Until Mandarin Creative Solutions Limited has invoiced the reproduction fee neither party is committed to grant or 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 Mandarin Creative Solutions Limited is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights Mandarin Creative Solutions Limited may in its discretion cancel subject to the Client paying a cancellation fee.
- The Client’s right to reproduce a picture arises only when Mandarin Creative Solutions Limited invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Mandarin Creative Solutions Limited to rescind the Agreement and rendering the Client liable for the payment of damages.
- If payment is not made in accordance with (a) above then Mandarin Creative Solutions Limited may rescind this Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998.
- If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Mandarin Creative Solutions Limited may consider these invoices as overdue when pursuing legal action for the recovery of said debts.
- A fee of 15 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
- Mandarin Creative Solutions Limited reserves the right to suspend ongoing services, such as (but not limited to) the Downloadable Web Page or other distribution of pictures, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.
- Business Closure
- On the Client’s death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, Mandarin Creative Solutions Limited may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
- The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.
- Miscellaneous Clauses
- In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to Mandarin Creative Solutions Limited free of charge within two weeks. In other media, evidence of use must be made available if requested.
- Defamatory, humiliating or libelous uses of images and models appearing in images are specifically and emphatically prohibited.
- The Client shall not use any image for any unlawful or pornographic purpose.
- The Client undertakes fully to indemnify the Supplier at all times against all actions, proceedings, claims (including proper and reasonable legal and other fees) howsoever arising from ” infringement of any intellectual property rights in any part of the world as a result of the supply of images to and/or use of the images by Clients ” an action for defamation or other contravention of English law.
- In the event of any claim being made against the Supplier to which this clause applies, the Supplier shall promptly notify the Client in writing of any alleged infringement or other claim of which it has notice; and allow the Client to conduct any negotiations or litigation and settle any claim and give it all reasonable assistance to do so.
- Clients Obligation
- While Mandarin Creative Solutions Limited takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption.
- The Client agrees to indemnify Mandarin Creative Solutions Limited in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Mandarin Creative Solutions Limited.
- It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Mandarin Creative Solutions Limited gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify Mandarin Creative Solutions Limited against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
- Mandarin retains the full rights to all printed material and all imagery and design and artwork until full payment is made.
- Mandarin Creative Solutions Limited retains the rights in all cases to use the Photographs in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting their work. After the exclusivity period indicated in the Licence to Use Mandarin Creative Solutions Limited shall be entitled to use the Photographs for any purposes.
- Applicable Law / Variation
- This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England.
- No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.