Licence Agreement

These terms and conditions apply to all Photographs and Materials (as defined below) supplied by Derby Evening Telegraph Limited (the "Company") to a customer.

Definitions

"Materials" means all materials accompanying to the Photographs provided by the Company to the customer, including descriptions of and information about the Photographs and captions.

"Photographs" means all photographic materials provided by the Company to the customer including transparencies, negatives, prints and digital image files in whatever form.

"reproductions" shall include without limitation all forms of publishing or copying of any picture, in its original form or modified by any process.

Ownership

All right, title, interest and proprietary rights in the Photographs throughout the world and Materials belong to and are retained by the Company at all times.

Grant to use

The Company grants the customer a non-exclusive right to use the Photographs and Materials for the purpose, cost (if any) approved and period of time agreed in writing by the Company.

Reproduction

The customer may not reproduce the Photographs and Materials without the prior written consent of the Company. The Company reserves the right to charge the customer a reproduction fee for each reproduction, which shall be determined by the Company at its sole discretion. The customer shall not be permitted to reproduce the Photographs and Materials until the full reproduction fee is paid to the Company.

In the event that the Company consents to the reproduction of the Photographs, the customer shall credit each reproduction to the Company. The Company's name will be printed on or in reasonable proximity to all published reproductions of the Photographs. Where a credit does not appear with the published reproduction of the Photographs, the Company will charge a further fee to be determined at its sole discretion.

As soon as a reproduction of a Photograph has been published, the customer shall provide the Company with a photocopy, sample, and/or detailed description of the publication or product bearing the reproduction.

Inaccuracies

The customer shall promptly inform the Company of any suspected inaccuracies in the Materials of which it becomes aware, and shall provide the Company with such assistance as it can to correct such inaccuracies.

Indemnity

The customer shall fully indemnify and hold harmless the Company from and against any and all liability, loss, damages, costs, legal costs, professional or other expenses of any nature whatsoever incurred or suffered by the Company whether direct or consequential (including but without limitation economic loss or other loss of profits, business or goodwill) arising out of any dispute or contractual, tortious or other claim or proceedings brought against the Company as a result of the customers use of the Photographs and Materials.

Disclaimer The Photographs and Materials are provided by the Company to the customer on an "as is" basis. This means that the Company gives no warranty or makes no representation in respect of the Photographs and Materials including, without limitation, the accuracy and completeness of the Materials and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express or implied, whether by statute, common law or otherwise in relation to such Photographs and Materials.

Limitation of Liability

The Company shall not be liable to the customer whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with use of the Photographs and Materials hereunder, including without limitation:

a. loss of revenue; and/or
b. loss of anticipated savings; and/or
c. loss of business and/or goods; and/or
d. loss of goodwill; and/or
e. loss of use; and/or
f. loss and/or corruption of data and/or other information.

For the avoidance of doubt, neither the types of loss and/or damage specified in sub-clauses (a) to (f) inclusive of this clause nor any similar types of loss and/or damage shall constitute direct loss for the purposes of these terms and conditions.

The above exclusions shall apply to the fullest extent permissible at law by the Company does not exclude liability for death or personal injury caused by the negligence of the Company, its employees or agents, or for fraud.

Transfers

The customer shall not assign or grant sub-licences of the licence granted under this clause or any part of it without out the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).

Waiver The failure to exercise or delay in exercising a right or remedy provided by this Licence or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

Rights of Third Parties

No term of this Licence shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

Governing Law

This Licence shall be governed by and construed in all respects in accordance with laws of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England.