[mirrorpix]

Our Terms & Conditions

Welcome to Mirrorpix. This Agreement sets out the terms upon which Mirrorpix agrees to supply Content (as defined below) to you. Your use of this site constitutes your acceptance of the terms of this Agreement. If you do not agree to the terms of this Agreement please do not use this site.

1. Definitions and Interpretation

1.1 In these terms and conditions the following definitions shall apply:

(a) Agreement means all the terms of this Agreement including these terms and conditions, all terms set out in the delivery note and any terms set out in the invoice.

(b) "Content" includes but is not limited to text, graphics, photographs, digital assets (including but not limited to still or moving images), newspaper pages and illustrations owned by Mirrorpix, its licensors or its third-party partners.

(c) Customer" means any person, firm or company who negotiates with or contracts to take on loan, or to purchase any rights or licenses to the Content of Mirrorpix.

(d) "Mirrorpix" is a trading name of Reach Shared Services Limited.

(e) Image: any image which has been selected (whether by you or by us on your behalf) for the purposes of licensing reproduction rights.

(f) Licence Fee: any sum(s) payable by you to us in respect of the licence.

(g) "Reproduction" includes any form of publication or copying, of the whole or part of any Content 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.

(h) References to clauses are to the clauses of these terms and conditions.

2.Grant of Licence

2.1 All elements of this site, including, but not limited to, the general design and the Content, are protected by copyright, moral rights, trademark and other laws relating to intellectual property rights.

2.2 Subject to the terms of this Agreement, we grant to you a non-transferable, non-exclusive (unless agreed otherwise in writing) licence on payment of the Licence Fee, to reproduce the Content during the licence period, in the territory and for the purposes specified in the delivery note or the invoice.

2.3 Except as explicitly permitted under this or another written licence or agreement with Mirrorpix, no portion or element of this site or its Content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of Mirrorpix, its licensors or its third-party image partners. You shall indemnify Mirrorpix, its subsidiaries, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of this Agreement or your unauthorised use of the Content or site.

2.4 This site and its Content are intended for customers of Mirrorpix. You may not use this site or the Content for any purpose not related to your business with Mirrorpix. Any use of the Content, this site or any of its functionality for a purpose not permitted by this Agreement is grounds for the immediate revocation of any usernames, passwords or other permissions that may have been granted by Mirrorpix for use of this site.

2.5 This Agreement applies to all orders, supplies and Reproductions of Content from or by Mirrorpix, 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.

3.Copyright and Publication Right

3.1 No interest in the copyright in any Content shall pass to you by virtue of this Agreement. If any use of the Content shall give rise to publication right (as defined in the draft Publication Right and the Duration of Copyright in Performances Regulations 1996) or to any similar rights in the United Kingdom or in any other country those rights shall belong exclusively to Mirrorpix. 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.

4.Delivery

4.1 This Agreement applies to supply of all Content (including preview images and thumbnails) downloaded by you, delivered to you online or delivered to you by email, FTP or other purely digital means.

4.2 You agree to be bound by all the terms of this Agreement when you set up your user account with us and you confirm your acceptance of these terms and conditions each time you download any image, whether or not you have logged in or set up a user agreement. Downloading of any material whatsoever using the username and password will be deemed as acceptance of these terms and conditions.

4.3 Content is supplied to the Customer by way of loan only. No property or copyright in any Content shall pass to the client whether on their submission or on Mirrorpix's grant of Reproduction rights in respect thereof.

4.4 Mirrorpix shall deliver the Content to the Customer according to the Customer's instructions.

4.5 Mirrorpix may charge a non-refundable service fee to cover research, administration and standard postal delivery of analogue Content payable by the Customer on each submission and resubmission of Content whether or not Reproduction rights are required or granted. The fee charged will be based on Mirrorpix's standard rates for the work involved, but will not be less than Mirrorpix's minimum service fee at the date of the order.

5.Reproduction Right and Payment

5.1 The Customer may reproduce the Content only:

(a) with the prior written consent of Mirrorpix; and

(b) after payment of the appropriate Licence Fee.

5.2 Possession of the Content does not constitute consent to reproduce them. The Customer must notify Mirrorpix of the intended use of the Content. Mirrorpix may, at its discretion, then grant consent to the Reproduction by letter or by electronic mail or by invoicing the appropriate Licence Fee by issuing a confirmation of sale notice and such consent shall be subject to this Agreement.

5.3 Neither party is committed to grant or to acquire any Reproduction rights in any Content until: Mirrorpix has either invoiced the Licence Fee or issued the Customer with a confirmation of sale notice.

5.4 After a Licence Fee has been agreed and an invoice or confirmation of sale notice issued there is a firm and binding contract whereby Mirrorpix is committed to grant Reproduction rights and the Customer to acquire them.

5.5 If after such invoicing or issuing of a confirmation of sale notice but before payment the Customer requests cancellation of the Reproduction rights Mirrorpix may in its discretion cancel subject to the client paying a cancellation fee.

5.6 The Customer's right to Reproduce the Content arises only when Mirrorpix's invoice relating to the grant of such right is fully paid or a confirmation of sale notice is issued by Mirrorpix.

5.7 Any Reproduction before payment of the invoice or issuing of a confirmation of sale notice constitutes an infringement of rights and a breach of this Agreement entitling Mirrorpix to rescind the Agreement and rendering the Customer liable to payment of damages.

5.8 The Customer agrees to indemnify Mirrorpix in respect of any claims or damages or any loss or costs arising in any manner from the Reproduction rights of any Content supplied to the Customer by Mirrorpix. This also includes the case where, if any third party reproduces any Content loaned to the Customer, the Customer shall, without prejudice, pay Mirrorpix all the fees which that third party would be liable to pay to Mirrorpix had the third party borrowed and reproduced the Content pursuant to these terms.

5.9 Unless otherwise agreed in writing by the parties, Reproduction right for the Content granted by Mirrorpix 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 Mirrorpix, nor may any Content 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 Mirrorpix's invoice, and relate to a single publication in a single size with text (if any) in one language only.

(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 14 days save in the case of newspaper and broadcasting clients where payment shall be made no later than the end of the calendar month immediately succeeding publication or at use.

5.10 Where Mirrorpix has issued a confirmation of sale via email,the agreed Licence Fee for the content as detailed therein will be invoiced by Mirrorpix no later than 45 days from the stated purchase date, regardless of whether the Content has been published or not.

5.11 If payment is not made in accordance with clause 5.10 above then Mirrorpix may rescind this Agreement and recover damages, or charge interest at 2% per month on the overdue amount.

5.12 All amounts due under this Agreement are exclusive of VAT which shall, where applicable be paid by you at the prevailing rates on the due date for payment and on receipt of a VAT invoice from Mirrorpix.

6.Restrictions and Obligations

6.1 You must comply with all applicable laws and regulations in performing your obligations and exercising your rights under this Agreement.

6.2 You must not incorporate the Content (or any part of it) into a logo, trade mark or service mark unless expressly agreed in writing by us.

6.3 Content must not be used in competitions, presentations or layouts nor may Content be used in slide projections or other presentations unless expressly agreed by us in writing.

6.4 You must not use any Content in pornographic, obscene, defamatory, misleading, unlawful or offensive manner whether directly or in context or by juxtaposition with other materials.

6.5 You must comply with any restriction or special instructions on use notified to you by us before or after or at the time of delivery of the Content. You undertake by accepting our Terms and Conditions, to indemnify Mirrorpix against any legal action or other costs which may result from any such unauthorised use. You warrant that it is your responsibility to ensure restrictions have not changed between the time of receiving and publishing the image.

7.Model and Other Releases; Captions and Other Information

7.1 Mirrorpix does not warrant the accuracy of any description of Content and the identification of persons appearing in them and therefore the Customer:

(a) Shall report any discrepancies to Mirrorpix immediately on their discovery.

(b) Acknowledges that Mirrorpix shall not be liable to the Customer for any inaccuracies.

(c) Shall indemnify Mirrorpix against any claim, loss or damage arising directly or indirectly from the Customers use of the Content.

7.2 The Customer acknowledges and accepts that because of age and origin of the Content and the images contained therein, Mirrorpix gives no warranty or rights to the Customer as to:

(a) The existence or validity of model or other releases in respect of any Content 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 Content.

7.3 The Customer shall obtain all necessary releases, rights or consents for all uses and shall indemnify Mirrorpix against any loss or claims arising from the use of the Content 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 Content.

7.4 Mirrorpix do not warrant accuracy of the captioning, keywording or any other information associated with the Content. You must satisfy yourself that all such information is correct.

8.Credits

8.1 All Reproductions of Content shall be credited to "Mirrorpix" and, if required by Mirrorpix or by law, the name of the photographer.

8.2 If any Content reproduced by the Customer omits the credit line specified by Mirrorpix the Licence 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.

8.3 The Customer shall supply Mirrorpix immediately upon Reproduction a verification photocopy, sample or description of the product which bears the Reproduction. You must also provide a detailed report of images that have been used including image title and unique reference number and in the case of website use the URL showing the image.

8.4 No addition to, deletion from or alteration to or adaptation of the Content may be made without the written permission of Mirrorpix.

8.5 While Mirrorpix takes all reasonable care in the performance of this Agreement generally, Mirrorpix 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 Image or its caption.

9.Audit

9.1 You shall keep separate and detailed records of all uses of the Images to enable Mirrorpix to verify your compliance with the terms of this Agreement. After giving written notice of 10 days we or any other person authorised by us may inspect your records, premises and/or servers during normal business hours and take away copies to verify the information provided by you. This right of inspection shall remain in effect for a period of one year after the expiry or termination of this Agreement.

10.Indemnity

10.1 You agree to indemnify and hold Mirrorpix harmless against any claims, damages, losses, expenses or costs (including any direct, indirect or consequential losses, loss of profit and loss of reputation and all interest, penalties and legal costs and other expenses) arising in any manner whatsoever from or as a result of your unauthorised use of the Image supplied by Mirrorpix to you, or any breach by you of any of your obligations under this Agreement.

11.Termination

11.1 Mirrorpix may (by written notice to you) terminate this Agreement immediately if:

(a) You fail to pay any amount due under this Agreement in full within 14 days of its due date and this failure is not remedied within 7 days of receipt of written notice to this effect; or

(b) You commit any material breach of your obligation under this Agreement which is incapable of remedy, or if capable of remedy, is not remedied within 14 days of our giving written notice requiring the breach to be remedied; or

(c) You cease or threaten to cease to carry on business or any of the following events occur in respect of you or any of your holding companies;

(d) A proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with or assignment for the benefit of creditors;

(e) A resolution for winding up is passed;

(f) A petition for winding up is presented or an application is made for the appointment of a provisional liquidator or a creditors meeting is convened.

(g) A receiver, administrative receiver or similar officer is appointed over the whole or any part of your business or assets; or

(h) An application is made either for the appointment of an administrator or for an administration order.

11.2 On the expiry or termination of this Agreement the Licence shall automatically terminate and there must be no further use of the Images/Content. All Content must be promptly deleted from your computer or other electronic storage system.

12.Assignment

12.1 You shall not without our prior written consent assign, transfer or deal in any manner with this Agreement or any of your rights and obligations under this Agreement.

13.Miscellaneous Terms

13.1 Failure by Mirrorpix 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.

13.2 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.

13.3 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4 This Agreement shall be governed by and construed in accordance with English lawand 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.

All Material Mirrorpix