Reference to ‘Content’ within this document means collectively any and all media types, including but not exclusive of; photographs, videos, audio, copy, more particularly specified and described in the Contract Details (as defined below).
Reference to ‘Terms’ within this document means the terms and conditions set out in this document as updated from time to time in accordance with paragraph 6.
These are the terms and conditions on which you licence your Content to us when you upload or transfer to us Content. These Terms apply to each and any Content you upload or transfer to us. By uploading or transferring your Content, you agree to these Terms. If you do not agree to these Terms, do not upload or transfer your Content.
We recommend that you bookmark this page for future reference of these Terms.
We are TSJP Limited trading as Nativve Image Copyrights of Gritstone Tax And Accountancy, Parkside, Olde Englishe Road, Matlock, Derbyshire, England, DE4 3SX.
The email correspondence between us and you (or your authorised representatives), including any attachments or written clarifications contained within such correspondence, shall constitute the agreed contract details between us. Such contract details shall only be accepted when we issue written acceptance of those contract details by email, at which point and on that date, a binding contract consisting of the accepted contract details (Contract Details) and these Terms (to which any and all Contract Details are subject) shall come into existence between us. Together, the Contract Details and these Terms shall be defined as the ‘Agreement’.
For the avoidance of doubt, the Contract Details that form part of the Agreement shall be those most recently offered by you to us, as evidenced in the related email correspondence between us, which represent the latest agreed upon position at the time we issue our email acceptance thereof. The Contract Details forming part of the Agreement shall not be constituted by any preceding offers by you to us that we have not so accepted.
These Terms apply to the Contract Details and the Agreement as a whole to the exclusion of any other terms that you seek to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
When you upload or transfer Content to us you grant us permission to use that Content in accordance with these Terms.
You grant to us a non-exclusive licence to use the Content for the period specified in the Contract Details, or where no such period is specified, for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity. You grant to us all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to change, publish, distribute, exhibit and otherwise use the Content whether alone or incorporated in or in conjunction with other works worldwide in the forms of media specified in the Contract Details and for the purposes specified in the Contract Details (Licensed Rights).
Notwithstanding the above, you may use the Content yourself on your own channels but you must not licence the Content to another person or organisation for usage similar to our usage (to be determined in our sole opinion).
If we use your Content under the Licenced Rights, we will contact you to let you know and we will pay you a pre-agreed licence fee.
The Licence Fee will become due when we first make use of your Content in a campaign. You may issue an invoice once such use has occurred, and we will then pay the Licence Fee within 45 days of receipt of the invoice. We will make payment electronically to the bank account details that you give to us. For the avoidance of doubt no payment will be made until you have confirmed to us your bank details.
You warrant and undertake that:
You waive in favour of us and all our assignees and successors in title all moral rights in the Content to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for us to exploit the Licensed Rights subject to the terms of this licence.
You have complied and shall continue to comply with the requirements of all legislation and regulatory requirements in force from time to time in any relevant part of the world relating to the use of personal data contained in the content and have obtained sufficient consent from all persons shown in the Content under all applicable laws for the protection of privacy of individuals to make our use of the Content under the Agreement lawful or, where this is not reasonably practicable, you are entitled to enter into the Agreement on another lawful basis.
You indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in the Agreement.
We agree that we shall not to the best of our knowledge and belief exercise the Licensed Rights in any way that is, or renders the Content, obscene or defamatory or in breach of the privacy or any other rights of a third party or of any law in England.
Where we deem it reasonable and appropriate, or where expressly specified in the Contract Details, we will give you credit on any use or reproduction of the Content in the form specified in the Contract Details. Such credit to be placed as close as possible to the parameters of the Content.
Any inadvertent failure by us to give such credit and any failure by any third party to give such credit will not constitute a breach of the Agreement by us provided that we use our reasonable endeavours to remedy any such failure that you make us aware of, as soon as reasonably practicable and on a prospective basis only, provided that we are not required to recall any print or other material already ordered nor incur any legal costs or expenses.