ARENAPAL: TERMS & CONDITIONS 

1)            Interpretation 

"Company" means ArenaPal Limited (Company number: 3447178) whose office is at Thompson House, 42-22 Dolben Street, London SE1 0UQ..

"Conditions" the standard terms and conditions set out in this document;

"Contract" any agreement between the Company and the Customer;

"Customer"the person contracting with the Company for a Search or Reproduction Rights;

"Invoice"  the Company's written request for payment of the Price and any applicable value added tax;

"Material" any print, transparency, negative duplicate, digital image or other item of photographic material;

"Photographer" the copyright holder of the Material;

"Price" the price agreed between the Customer and the Company for the Search or Reproduction Rights exclusive of value added tax;

"Order" the Customer's request for the Company to carry out a Search or to grant Reproduction Rights;

"Reproduction Rights" the licence granted to the Customer by the Company as agent for the Photographer for the reproduction of the whole or any part of the

  Material by whatever means;

"Return Date" the date on which the Customer must delete high scanned images from their files or return the material;

"Replacement Charges" the cost of replacing Material lost or damaged

"Rental Fee" the current fee for retaining the Material beyond the Return Date;

"Search" the provision by the Company of the Material from which the Customer may choose to seek Reproduction Rights

2) Basis of Contract

2.1 The Company acts as agent for the Photographer.

2.2 Each Order accepted by the Company constitutes a separate Contract and shall be subject to these Conditions.

2.3 No variation to these Conditions shall be binding unless agreed in writing by the authorised representatives of both parties.

3) Delivery

3.1 All Material shall be delivered to the Customer at their expense by any method affording proof of delivery and insurance.

3.2 The Company shall not be liable for any delay in the delivery of the Material.

3.3 The Customer shall be presumed to have received the Material in good condition within 24 hours of delivery.

4) Reproduction Rights

4.1 The Reproduction Rights granted to the Customer are limited to those specified in the Invoice; do not arise until payment of the Price is made in full; are not granted exclusively to the Customer except where specified in the Invoice; and are granted by the way of licence and no partial or other assignment of copyright shall be implied.

5) Terms of Payment

5.1 The Invoice shall be paid within 30 days of its date but in any event prior to the exercise of any Reproduction Rights

5.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to rescind the Contract and charge interest on the amount unpaid at 2% per annum above the Barclays Bank base rate from time to time until payment in full is made.

6) Customer's Duties

The Customer shall in exercising the Reproduction Rights:-

6.1  Print a credit in the joint names of the Company and the Photographer in a form to be agreed by the Company and failure to do so shall result in an increase of 50% in the Price relating to the Reproduction Rights payable immediately

6.2 Inform the Company immediately in writing of any known loss or misuse of or damage to the Material .

6.3 Provide at its own expense, two copies of any publications making use of the Material.

6.4 Supply the Company with evidence of all use of the Material upon demand by the Company

7) Risk and Property

7.1 Appropriate insurance cover against damage or loss of the material shall pass to the Customer from the time of delivery until received by the Company.

7.2 The property in the Material including the copyright shall remain with the Photographer at all times.

8) Return

8.1 The Customer shall return the Material listed in the Delivery Note to the Company on or before the Return Date.  Failure to return the Material shall render the Customer liable for the Rental Fee.

8.2 The Customer shall be liable to pay to the Company the Replacement Charges current at the time in respect of loss or damage to the Material or any other data accompanying it.

9) General

9.1 The Company shall take all reasonable care in the performance of the Contract but shall not be liable for any loss or damage suffered by the Customer or any third party arising from use or reproduction of the Material or accompanying caption.

9.2 The Customer must satisfy himself that all necessary rights or consents which may be required for the reproduction of the Material are obtained and the Company gives no warranty that they have been obtained.

9.3 The Contracts shall be governed by the Laws of England and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.

9.4 If any provision in these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

Unless otherwise agreed, any 9.5 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business

10) Digital Use of Images

10.1        Customer may not create, store or transmit Digital Images without our permission except so far as is incidentally and wholly necessary to the process of producing items licensed by us.

10.2        Images shall not be altered or manipulated, added to, or have any part deleted without our prior written consent.

10.3        Each Digital Image created by you shall be recorded and labelled with the image reference number used by us and our copyright credit information as an integral part of the image file, and held on an electronic database under your sole possession and control.

10.4        Digital Image you create must not be greater in size than 640x480 pixels, 72 dpi.  Any use of the Digital Images shall be in a format designed so that it will not be possible to alter, manipulate or adapt any Digital image in any way during the normal course of using the product.

10.5        The Customer agrees to destroy all Digital Images including any pre-press or pre-production copies of the Images and any copies or records of the images held on a database within 30 days of the date of receipt of the images.

11) Termination

The Company shall be entitled to terminate the Contract without liability to the Customer by giving notice to the Customer at any time if:

10.1 the Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986); or (being an individual or firm) becomes bankrupt; or (being a company) becomes subject to an administration order or goes into liquidation otherwise than for the purpose of amalgamation or reconstruction; or

10.2 an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of the Customer; or

10.3 the Customer ceases, or threatens to cease, to carry on business; or

10.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.