This document sets out the terms upon which The Bridgeman
Art Library (“Supplier”) makes available any Photographs (as defined
below). It is in addition to the
Supplier’s website copyright terms from time to time www.bridgeman.co.uk/register/copyright.htm
and any additional use terms, restrictions or conditions on its website
(“Copyright Terms”) which also apply to the use of any Photographs which are
digitally downloaded and are incorporated into these Terms and Conditions by
reference and to which the Client also agrees.
In the event of any conflict between the Copyright Terms and this
document, the Copyright Terms shall prevail where the Client (as defined below)
orders via the website or otherwise makes use of website images.
If you are a consumer (i.e. you are ordering Photographs otherwise than
in the course of a business or your trade or profession) please contact us
before placing your order as additional terms may apply or you may have
additional legal rights.
These Photographs have been delivered at the Client's
request. Except where the Photographs
are supplied in digital format (in which case the provisions in Condition 9
below shall apply), if any Client who has not previously dealt with the
Supplier on the Terms and Conditions below does not accept them, such Clients
must immediately return all Photographs to the Supplier by any means affording
proof of delivery. The Client shall be
deemed to have accepted the Supplier's Terms and Conditions if all the
Photographs are not returned within five days of their receipt by the Client in
the UK or seven days of their receipt overseas. No Reproduction rights are granted in this initial five or seven
day period. Any Reproduction by the
Client of the Photographs shall in any event be deemed to be acceptance of
these Terms and Conditions. Any Client
who has previously dealt with the Supplier on these Terms and Conditions will
be deemed to have accepted them by virtue of the Client's request referred to
above.
For the purpose of these Terms and Conditions: (a)
Photograph means transparencies, computer generated facsimilies, digital (i.e.
binary) format images, negatives, prints, designs, plates or other
representations, records or copies of a Painting, or any other item which may
be offered for the purposes of Reproduction, but for the avoidance of doubt
does not include the actual work of art depicted in any of the above or in any
Painting; (b) Painting shall mean any work of art depicted in any Photograph;
(c) Reproduction includes any form of publication, communication to the public,
reproduction, public display or copying of the whole or part of any Photograph
or of any Painting, whether altered or not, and derived from any Photograph
whether by printing, photography, slide projection (whether or not to an
audience), xerography, artist's reference, artist's illustration, layout or
presentation, reproduction, transmission, making available or storage by
electronic, mechanical or any other means and "Reproduce" shall be
construed accordingly; (d) Supplier shall mean The Bridgeman Art Library,
London (registered in England as a limited liability company number 1056394);
and (e) Client shall mean the company, partnership, sole trader or other legal
person in receipt of this consignment or delivery or which has otherwise agreed
to order the Photographs and be bound by these terms, whether through it or its
employees or agents (for example freelance picture researcher or otherwise)
subscribing to any service offered by the Supplier, clicking on an “I Agree” or
similar button to accept these terms electronically, or otherwise; (f) “Party”
shall mean the Supplier or the Client as the case may be.
1. The Photographs listed overleaf or
otherwise supplied are submitted at the Client's request, on approval only.
2. Save where otherwise expressly agreed in
writing by the Supplier, a non-refundable service fee (minimum £25.00) is
payable by the Client in respect of each submission of Photographs.
3. Photographs will normally be
delivered by the Supplier to the Client by first-class mail. Should the Client have requested delivery of
the Photographs in a digital format a non-refundable delivery fee shall be
payable. The cost of any other special
delivery arrangements requested by the Client shall be paid for by the
Client. The total number of Photographs
listed by the Supplier shall be presumed to have been received by the Client
unless written notice to the contrary is received by the Supplier within 48
hours of receipt.
4. The Client acknowledges that prior to
any consent for Reproduction of the Photographs being granted by the Supplier:
(a) it has been afforded a reasonable opportunity to inspect the Photographs or
to have them inspected by experts; (b) it has in fact inspected the Photographs
or had them inspected; (c) it has satisfied itself by such inspection as to the
nature and quality of the Photographs as to their fitness for their intended
purpose; and (d) it has not in any way relied upon the judgement of the
Supplier as to suitability and fitness of the Photographs for their intended
purposes and uses.
5. Photographs are the Client's
responsibility from the time they are despatched by the Supplier until they
have been received back by the Supplier.
6. Save where a later date for the return
of Photographs is agreed by the Supplier, any Photographs sent on loan must be
returned to the Supplier within six weeks from despatch from the Supplier in
the case of duplicate Photographs or one week in the case of designated master
copies unless the Client is not happy to comply with the Terms and Conditions
set down herein; in such an event they should return the Photographs
immediately. Each Photograph not
returned within the agreed period from the date of submission will incur a
minimum holding fee of £0.50 per week or part of a week thereafter in the case of duplicate Photographs,
and a minimum holding fee of £1 per day for designated master copies until the
actual date of return.
7. The Client shall ensure that Photographs
are returned to the Supplier by hand, registered post or air freight.
Photographs shall be packed to the highest standard and afforded all necessary
protection whilst in transit. The
Client shall include a Confirmation of Use / Reproduction Licence Order form, a
copy of which is enclosed giving to the Supplier the number and/or listing of
the pictures returned therewith together with full details of use and the name
of the staff member with whom they were dealing. Photographs must always be returned to the Supplier with their
sleeves whether they have been used or not.
A minimum charge of £15 will be made for damaged or lost sleeves.
8. A minimum loss fee of £400 per
Photograph shall be payable by way of liquidated damages to the Supplier by the
Client for any Photographs lost or damaged however such loss or damage was
occasioned whilst in its possession or in transit. Any loss or damage should
immediately be notified by the Client to the Supplier in writing. The payment
of a loss or damage fee shall not entitle the Client to any additional rights
in the material to which the loss fee relates. If a lost Photograph is
subsequently found, it shall be returned to the Supplier immediately. If a lost
Photograph is returned to the Supplier undamaged the Client shall be credited
with an amount equal to the loss fee already paid less the costs incurred as a
result of its temporary loss by the Supplier. During the period of the loss,
the Photograph will be deemed to have been in the Client's possession and
holding fees in accordance with Condition 6 will be charged.
9. Photographs supplied in digital
format do not need to be returned to the Supplier unless the Client (not having
had the opportunity to agree to the terms prior to delivery of the Photographs
by clicking on an “I agree” box or otherwise) is not happy to comply with the
Terms and Conditions set down herein; in such an event they should contact the
Supplier immediately in order to arrange return of the Photographs or any
copies of the Photographs and the Client shall have no right to Reproduce the
Photographs. The Supplier is entitled
to charge a delivery/download service fee for the online supply of
Photographs. This fee is in addition to
the applicable licence fee referred to in Condition 22 below.
10. The Client agrees to destroy all
Photographs supplied in digital format and any pre-press or pre-production
copies of the Photographs within 90 days of the date of receipt of the
Photographs. The Client acknowledges
that such reproduction-quality digital images are the valuable property of the
Supplier and are protected by copyright.
The Client also agrees not to remove any watermarks or copyright notices
or similar notices or protections in connection with the Photographs nor to
circumvent any copy protection or similar technologies used by the Supplier.
11. The Reproduction of the Photographs is
strictly forbidden without the specific written consent of the Supplier and
subject always to Condition 22. In
particular but without limitation electronic use, storage, communication to the
public or transmission of Photographs is forbidden without the express, written
permission of the Supplier and is subject to an additional contract. It is the responsibility of the Client to
inform the Supplier when and how a picture is to be used.
12. In the event that the Supplier consents
to any Reproduction of the Photographs then such consent shall be subject to
any terms and conditions set out in the invoice and any specific agreement in
respect thereof and (in the case of digitally downloaded images) in the
Copyright Terms and the provisions set out in these Terms and Conditions.
13. The Client acknowledges that any
Photograph may become unavailable for the requested use at any time prior to
the issue of an invoice.
14. Any rights or permissions granted to the
Client shall be limited to non-exclusive personal non-transferable reproduction
rights for single use only in the United Kingdom and Northern Ireland unless
the terms of the invoice or the Copyright Terms (if applicable) expressly state
otherwise. A single use means a
Reproduction in one size for one edition of a single printed publication,
published in one language only. Rights
granted to reproduce any Photograph do not include the right to use that
picture directly or indirectly in any manner in the advertising of that product
unless such right is specifically granted on the invoice or the Copyright Terms
(if applicable).
15. The Client shall ensure that credit to
the Supplier is given in relation to every picture used. If the Client fails to credit the picture as
specified by the Supplier an additional 50% of the original reproduction fee
will be payable. The Client shall not
use the name "The Bridgeman Art Library" or any similar name in any
manner in connection with any Reproduction, except as part of the
acknowledgement required as stated here.
16. Photographs shall not be loaned,
rented, delivered, supplied, sold or otherwise disposed of and no use
whatsoever shall be made of them by the Client without prior written consent of
the Supplier, nor shall the Photograph be altered or manipulated, added to, or
have any part deleted without the prior written consent of the Supplier.
17. Artwork, printed matter, printing plates,
digital files and film separations using the picture or any part of it shall
not be offered by the Client to third parties for re-publication or re-use
without the prior written consent of the Supplier. Any permission to Reproduce that may be granted as referred to in
Condition 11 or any other rights granted to the Client under these Terms and
Conditions are not assignable by the Client to any third party without the
prior written consent of the Supplier.
18. Whilst the Supplier has taken all
reasonable care to ensure the correct identification of a Painting depicted in
any Photograph then save in respect of death or personal injury caused by the
Supplier's negligence, and to the fullest extent permitted by law, no liability
is accepted for loss or damage occasioned to the Client or to any third party arising
from or in connection with the granting of permission to Reproduce or the
supply or publication of a Photograph or its captions howsoever caused.
19. The Supplier does not make or give either
expressly or impliedly any warranties that any rights to Reproduce the
Paintings depicted in the Photographs have been granted nor does it purport to
grant the same nor does it warrant that no third parties own rights in the
Paintings therein depicted. The
copyright holder concerned must be approached and their permission must be
sought by the Client. In addition, the
Supplier makes no claim or warranty with regard to the use by the Client of
names, people or trademarks depicted in any Photograph nor does the Supplier
purport to grant such rights. Again the
relevant rights holder must be approached and their permission must be sought
by the Client. It is also entirely the responsibility of the Client that it
should not use or reproduce the Photographs in any way as may result in any
breach or infringement of the moral rights of any artist or his
successors. In the event that any
Photograph is used by or with the authority of the Client, then the Client
shall indemnify the Supplier against any loss, damage, proceedings or costs
arising where such rights, releases or consents have not been obtained or where
any Photograph is used in a manner which infringes the rights of a third party.
20. Except for any liability which cannot by
law be excluded or limited, the Supplier shall on no account be liable to the
Client or any other third party claiming through it for loss of profit,
business, goodwill, revenue, wasted time or any indirect, incidental, special
or consequential damages arising out of, or relating to the use of the
Photographs, whether framed as a breach of warranty, in tort, contract, failure
of essential purpose, breach of statutory duty, or otherwise. In no event (except for any liability which
cannot by law be excluded or limited) shall the Supplier's liability in
aggregate for any Photograph provided hereunder exceed the charges and fees
paid to the Supplier for such Photograph.
21. It is the responsibility of the Client to
be aware of the Supplier's current rates, which are updated on an annual basis
or which are set out on the Supplier’s website if applicable.
22. Permission to Reproduce is
conditional and contingent upon payment of the fee to be notified in writing to
the Client by the Supplier in the form of an invoice and the permission shall
not commence until payment has been made by the Client and any special terms
accepted. Any licence granted is also
strictly conditional upon full compliance by the Client with all the Terms and
Conditions (including payment of fees or royalties) and any Reproduction or use
of the Photographs or Reproductions outside the scope of or in breach of the
terms of such Licence will be an infringement of copyright and other rights and
the Client shall be liable to the Supplier for all damages, costs or expenses
incurred by the Supplier in respect thereof.
23. From time to time the Supplier may agree
to a reduction on the standard reproduction fee for the use of a Photograph and
may raise an invoice at this reduced rate.
In such a case, the Supplier shall have the right to withdraw such an
invoice and to issue a revised invoice at full rates should the initial invoice
not be settled within the allowed credit period of 30 days.
24. The Supplier shall in its discretion
without prejudice to any other right or remedy it may have levy a cancellation fee,
at a minimum level of 50% of the reproduction fee, in instances where the
Client does not finally publish a Photograph for which they earlier submitted a
Confirmation of Use / Reproduction Licence Order form.
25. All fees
payable under these Terms and Conditions are exclusive of VAT, which is payable
by the Client at the standard rate applicable at the time.
26. If any payment due by the Client to the
Supplier is not made in accordance with these Terms and Conditions, the
Supplier may charge interest on the overdue amount at 2% per annum above the
base rate from time to time of Coutts & Co on the outstanding balance from
the due date of payment until actual payment before as well as after judgement.
27. All sums payable under these Terms and
Conditions are payable in full without any deductions whether by way of set-off
or counterclaim or otherwise.
28. Nothing in these Terms and Conditions
constitutes a partnership, agency relationship or joint venture between the
parties. Neither Party shall act or
describe itself as the agent of the other, nor shall it make or represent that
it has authority to make any commitments on the other’s behalf.
29. The Client must provide complimentary
copies of the publication in which the Reproduction appears in the quantity to
be specified by the Supplier. When
required, the Client will send the complimentary copies direct to the museum,
collection or copyright holder as directed by the Supplier.
30. Any publication right (as defined in the
Copyright and Related Rights Regulations 1996) arising in respect of any
Photograph or Painting as the case may be from the use by the Client of such
Photograph shall vest in the Supplier and the Client hereby assigns all such
rights arising to the Supplier. The
Client undertakes that it shall do all such acts and execute any documents
reasonably required by the Supplier to give effect to this Clause.
31. The Supplier's failure to exercise or
enforce any of its rights under these Terms and Conditions (or otherwise) will
not be deemed to be a waiver of any such rights nor will that failure operate
so as to bar the exercise or enforcement of those rights at any future time.
32.1 The Supplier may terminate these Terms and
Conditions and any licence granted under these Terms and Conditions forthwith
by notice in writing to the Client if the Client:
32.1.1 is in breach of any of either the terms of
the licence or these Terms and Conditions and, in the case of a breach capable
of remedy, fails to remedy such breach within 30 days of receipt of written
notice giving full particulars of the breach and of the steps required to
remedy it; or
32.1.2 (being a company) passes a resolution for
winding up (otherwise than for the purposes of a solvent amalgamation or
reconstruction) or a court makes an order to that effect; or
32.1.3 (being a partnership or other unincorporated
association) is dissolved or (being a natural person) dies; or
32.1.4 becomes or is declared insolvent or convenes
a meeting of or makes or proposes to make any arrangement or composition with
its creditors; or
32.1.5
has a liquidator, receiver, administrator, administrative
receiver, manager, trustee or similar officer appointed over any of its assets;
or
32.1.6
ceases, or threatens to cease, to carry on business; or
32.1.7
any analagous event occurs under the insolvency laws
applicable to the Client.
33
In these Terms and
Conditions:
33.1 the headings are used for convenience only and shall not affect
its interpretation; and
33.2 references
to persons shall include incorporated and unincorporated persons; references to
the singular include the plural and vice versa; and references to the masculine
include the feminine.
34. If any
provision or part of these Terms and Conditions or of a licence granted
under these Terms and Conditions is held to be invalid or unenforceable, that
licence or these Terms and Conditions shall be deemed to be amended by the addition or deletion of wording as
appropriate to remove the invalid part or provision but otherwise to retain the
provision and the other provisions of that licence or these Terms and
Conditions to the maximum
extent permissible under applicable law.
In such a case either Party shall also be entitled to terminate any
licence.
35.. These Terms and Conditions shall be
governed by the laws of England and the parties agreed to submit to the
jurisdiction of the English courts.
36.. These conditions may not be varied or
modified except by a written agreement signed by both the Supplier and the
Client.
© The Bridgeman Art Library 2004