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Terms and Conditions of Use of Licensed Images
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Online Terms and Conditions of Sale and Use of Licensed Images

1. The Museum of London Image Licensing Website ("Images Website") is hosted by PictureCabinet Ltd on behalf of the Museum of London Picture Library. PictureCabinet Ltd owns the intellectual property rights in the name "PictureRights", the layout and the software used to create the Images Website.

2. Copyright in all images available on the Images Website is owned by the Museum of London unless otherwise stated.

3. This Agreement is made between the Board of Governors of the Museum of London ("us" "we" "our") and the Licensee ("you" "your") and is subject to the following terms and conditions. The terms and conditions apply to all rights managed images ("the Licensed Material") you purchase from us online via the Images Website. They are subject to change and you are advised to check the current version prior to each application for a Licence.

4. The Images Website is intended for use by business customers only. You are classified as a business customer if you are using the website in the course of your business/profession. If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer, which are not affected by this Agreement see http://www.consumerdirect.gov.uk for more information. If you do not accept these Terms and Conditions you will not be able to proceed with your order for a Licence.

5. Our contact details are:- main trading address: Museum of London, Picture Library, 150 London Wall London EC2Y 5EA; Tel 020 7814 5604/5612. Fax 020 7600 1058; Email: 
picturelib@museumoflondong.org.uk.

6. Our VAT number is GB 244 7174 58.

1 Definitions

1.1 ''Agreement'' means these terms and Conditions

1.2 ''Licensed Material'' means any still image generated digitally, electronically or by print digital file or any other product that is or may be licensed by us that is protected by copyright licence trademark or any other intellectual property right.

1.3 ''Licence'' means the non-exclusive, non-transferable, non-assignable licence granted by us in respect of the Licensed Material

1.4 ''Order'' means the formal request from you (by clicking the "confirm details" box) for us to grant the necessary Licence.

1.5 ''Order Approval Email'' means the email that is generated by computer and that sets out the name and address of the Licensee, the Licensed Material, the area and period of time for use of the Licensed Material including any acknowledgements for use and/or credit line to be given by you to us, any limitations, any reproduction rights selected and the price/s for the grant of the licence for the Licensed Material

1.6 ''Licence Fee'' means the price/s specified on the Order Approval Email.

1.7 ''Licence Period'' means the period of time specified on the Order Approval Email

1.8 Order Confirmation Email'' means the email that is sent to you once your Order has been finally accepted.

1.9 Both the ''Order Approval Email and Order Confirmation Email'' shall form part of this Agreement.

2 Grant of Licence

2.1 Subject to the terms of this Agreement and in consideration of the payment of the Licence fee due to us by you we grant to you a non-exclusive Licence for use of the Licensed Material for the purpose/s and for the Licensed Period as stated in the Order Approval Email. For the avoidance of doubt, unless otherwise agreed in writing, the Licence relates to a single publication in a single size with text (if any) in one language only.

2.2 The Licence is personal to you and may not be assigned, nor may the Licensed Material be loaned or transferred to any third parties save for the purpose of exercising reproduction rights granted to you by the Licence.

2.3 For the avoidance of doubt you acknowledge that the licences available from this website are for editorial use only. The Licence does not include the right to use the Licensed Material directly or indirectly in any manner in any advertising unless the right is specifically granted. If you require any use for non-editorial products and merchandise, advertising, packaging, calendars and postcards etc please contact us, as detailed in "About Us".

2.4 Please note that currently it is not possible to extend or renew a Licence online through this website. If you wish to extend or renew the Licensed Period please contact us as detailed in "About Us".

2.5 For the avoidance of doubt you acknowledge that the copyright in the Licensed Material shall remain vested in the copyright owner which in most cases will be us.

2.6 One copy of any publication which contains the Licensed Material must be sent to us on the publication date.

3 How the Contract is Formed between You and Us

3.1 The technical steps of the ordering process "How to Order" are as follows:-

3.1.1 The Museum of London invites you to browse the images available for licensing "Images" on the Images Website.

3.1.2 In order to add Images to your shopping basket you are required to register your name, email and postal address. Go to "Register". This will require the use of "cookies". See also our "Privacy Statement".

3.1.3 To continue with your order you must first confirm your agreement to the Terms and Conditions by clicking the tick box. Click on calculate price under heading "Usage".

3.1.4 You will be prompted to complete various steps depending on the usage you select.

3.1.5 The Order Summary page requires you to enter the usage description and then to confirm your order and details of your chosen usage.

3.1.6 At this stage your order is subject to approval by us. You will receive an email acknowledging your order, providing you with an order no and explaining that your Order is awaiting approval.

3.1.7 You will receive a further email either approving your order "the Order Approval Email" or refusing your order. Please note whether we accept or reject your order is at our complete discretion.

3.1.8 The Order Approval Email will also verify the correct price and contain a link to a payment webpage. Please note that the Order Approval Email is only a step in the ordering process and does not constitute acceptance of your order.

3.1.9 Select your payment method – i.e. "pay using credit/debit card" or "pay on account" (for approved account customers only). If you choose to pay by credit/debit card your payment details will be encrypted and sent to a clearing bank. If you choose to pay on account you will subsequently receive an invoice through the post. (See clause 5 for Price and Payment Terms)

3.1.10 Following your completion of the payment process you will receive the Order Confirmation Email which gives details of the Image, Licence Fee, Licensed use and Licence Period and constitutes final acceptance of your order. You will at that stage be able to download the Licensed Material.

3.2 Your Order represents an offer to purchase a Licence which is not accepted until we send you the Final Confirmation Email. At this stage there will be a legally binding contract between us.

4 Permitted Use

4.1 You may use the Licensed Material only for the purpose/s stated in the Order Approval Email on the terms set out in this Agreement and shall not use or attempt to use the Licensed Material as part of or incorporate it in any other product, service or activity and you shall not nor arrange or create derivative products based on the Licensed Material without our express written consent in each case.

4.2 No part of the Licensed Material may be translated, adapted, amended, cropped, manipulated, masked, reduced, superimposed, overwritten or defaced or otherwise altered in any way without our prior written consent.

4.3 You shall not remove, deface, adapt or change in any way any copyright trade mark or other identification mark appearing on the Licensed Material and you shall ensure that as detailed in the Order Approval Email the appropriate Acknowledgement for Use and/or Credit Line is featured on any use of the Licensed Material.

4.4 You shall not nor shall you permit others to use or adapt in any way the Licensed Material for any obscene or pornographic use or for any other purpose that could cause or give rise to any civil or criminal liability under relevant law nor shall you use or permit others to use any Licensed Material for any purpose that could infringe rights of privacy, publicity or copyright without the permission of the owner of those rights and you indemnify us from all liability, cost, claim or damage arising from any such breach of this clause.

4.5 You may store the Licensed Material on your computer system for the duration of the Licensed Period only and on expiry of that period you must delete and destroy all such Licensed Material or any part or back-up thereof. Access to the Licensed Material on your computer system must be limited solely to those persons having a bona fide reason to access and utilise such material in connection with the purpose/s detailed in the Order Approval Email.

4.6 You shall not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the Licensed Material to any other person excepted as permitted by the terms of the Licence and you shall effect and maintain adequate security measures to safeguard the Licensed Material from unauthorised access use or copying.

4.7 We have no obligation to monitor the use of the Licensed Material but we reserve the right to review all or any use of the Licensed Material and to remove the same at our sole discretion and to terminate your Licence without notice for any breach of these terms.

5 Price and Payment Terms

5.1 All sums due under this Agreement will be paid by you immediately by credit or debit card or if we have granted you a credit account within 21 days of the date of invoice or on the due date for payment specified therein, if earlier. Where applicable, VAT and any other taxes duties or levies will be paid additionally by you at the then prevailing rate.

5.2 If we approve your offer to purchase a Licence we will send you an Order Approval Email which will also verify the Licence Fee payable and contain a link back to a payment page where you can select to pay by credit/debit card or pay on account (approved account customers only – see below). If you wish to pay by debit or credit card PictureCabinet Ltd who host the Images Website will transfer you to an encrypted Secure Server operated by an independent Payment Service Provider where payment will be taken via your credit/debit card. Credit card payments will be credited to the account of PictureCabinet Ltd and held on our behalf pending transfer to an appropriate Museum of London account. Neither we nor PictureCabinet Ltd will have access to your payment details at any stage of the payment process. The only details held will be your email, company name and address and details of the selections made during the online ordering process. Please ensure you are satisfied with the privacy policy of the Payment Service Provider before submitting your payment details.

5.3 If you wish to set up a credit account with us please contact us as detailed in the ''About Us'' section. For the avoidance of doubt PictureCabinet Ltd have no involvement in the creation and operation of Museum of London credit accounts. Please note that applicants for credit accounts will be subject to financial and other checks and we reserve the right to refuse to grant a credit account at our absolute discretion. Please note that separate terms and conditions apply to the opening and operation of credit accounts which are in addition to this Agreement. If you open a credit account we will hold details about you which you provide on the application form, in addition to those stated in clause 5.2 above.

5.4 If you wish to use any other method of payment please contact us (click "About Us") as you may be able to make an offline order.

5.5 All prices and charges stated on the website are subject to verification by us at the time of approval of your order and may be varied corrected or increased save you have the right to cancel your order at the time of notification by us of price revision (i.e. on receipt of the Order Approval Email) before you are transferred to the Payment Service Provider.

5.6 If any sum payable to us under this Agreement is in arrears for more than 30 days after the due date then without prejudice to any other right or remedy we:-

5.6.1 reserve the right to suspend or revoke your use of the Licensed Material;

5.6.2 we reserve the right to claim interest at the rate set under section 6 of the Late Payment of Commercial (Interest) Debts Act 1998;

5.6.3 in the case of credit account customers we reserve the right to withdraw or reduce your credit limit or bring forward your due date for payment.

5.7 You will notify us in writing within 5 days of receipt of the Order Approval Email if you consider the Licence Fee picturelib@museumoflondon.org.uk to be incorrect or invalid for any reason and the reasons for withholding or seeking adjustment to payment.

6 Proprietary rights and Indemnity

6.1 You will not acquire any title, copyright or other proprietary rights in the Licensed Material or any copies of them.

6.2 You agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice or any credit line.

6.3 You shall notify us immediately if you become aware of any unauthorised access to, use or copying of any part of the Licensed Material by any person.

6.4 You shall permit us to check use of the Licensed Material by you at all reasonable times. We may upon reasonable notice send our representatives to your premises to verify compliance with this Agreement and the Licence and you irrevocably consent to our representative entering your premises for this purpose.

6.5 You agree to indemnify us in respect of any claims or damages or any loss or costs arising in any manner from the reproduction without the proper reproduction rights of the Licensed Material.

7 Defects

7.1 We warrant that:

the Licensed Material when downloaded will be of a standard and quality substantially as described or previewed by you during the ordering process. However, you acknowledge that the quality of the Licensed Material depends on the age and condition of the object, painting, manuscript etc which has been copied and we do not warrant that the reproduced image etc will be free from marks or other signs of age or deterioration.

7.2 we do not warrant that use of the Licensed Material will be uninterrupted or error free

7.3 Our obligation and your exclusive remedy under the warranty given herein are limited to one of the following:-

(i) We at our expense will use all reasonable endeavours to rectify any non-conformance with the warranty within a reasonable period of time by replacing the Licensed Material or defective media in whole or in part; or
(ii) We will refund the Licence Fee paid if in our reasonable opinion we are unable to rectify such non-conformance within a reasonable timescale or at an economic cost upon which the Licence shall terminate

7.4 We will have no liability or obligation under the warranty given in this clause unless we have received written notice from you of any non-conformance within 10 days from your download of the Licensed Material.

7.5 You acknowledge that the Licensed Material has not been prepared to meet your individual requirements and that it is your responsibility to ensure that the purpose for use and functions of the Licensed Materials meet those requirements.

7.6 We will not be liable for any failure of the Licensed Material to be fit for any purpose described on the Order Approval Email or for any failure of the Licensed Material attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Licensed Material by either you in default of your obligations under this Agreement or by persons other than you or by combining the Licensed Material with other services software or equipment without our express prior written consent.

7.7 If a problem is found upon investigation not to be our responsibility under the provisions of this clause we may charge you immediately for all reasonable costs and expenses incurred by us in the course of or in consequence of such investigation.

8 Limitation of liability

8.1 You acknowledge that our obligations and liabilities in respect of the Licensed Material are exhaustively defined in this Agreement. You agree that the express obligations and warranties made by us in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) as to the condition, quality, performance or fitness for purpose of the Licensed Material or any part thereof.

8.2 You are responsible for the consequences of any use of the Licensed Material. We will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of income or revenue, production, loss of or corruption to data, loss of profits or of contracts, loss of operation time, loss of goodwill or anticipated savings even if we have been advised of their possibility.

8.3 You acknowledge and agree that the allocation of risk contained in this clause is reflected in the Licence Fee and is also a recognition of the fact that, inter alia, the Licensed Material cannot be tested in every possible combination and it is not within our control how and for what purpose the Licensed Material are used by you.

9 Copyright Indemnity

9.1 Subject to clauses 7 and 8, we will indemnify you for your reasonable costs and all damages awarded under any final judgment by a court of competent jurisdiction or agreed by us in final settlement to the extent the Licensed Material as used in accordance with the Licence infringes the copyright trade marks or trade secrets of any third party or and the intellectual property rights (other than patents) of any third party, provided that

9.1.1 You make no statement prejudicial to us;

9.1.2 such infringement is not caused by or contributed to by your acts other than use of the Licensed Material in accordance with the Licence;

9.1.3 we are promptly notified in writing of the details of the claim;

9.1.4 we have sole control of the defence of such claim and all related settlement negotiations and;

9.1.5 your give us all reasonable assistance at our expense in connection with it

9.2 If at any time an allegation of infringement of any third party right is made, or in our opinion is likely to be made, in respect of the Licensed Material we may at his expense obtain for you the right to continue using the Licensed Material

9.3 This clause states our entire liability with respect to the infringement of any third party right of any kind by the Licensed Material

10 Cancellation

10.1 If for any reason you decide you do not wish to make use of the Licensed Material you may cancel this Agreement at any time within 7 days of downloading the Licensed Material. We will usually refund the Licence Fee using the same method originally used by you to pay for the Licence.

10.2 For the avoidance of doubt you will lose your right to cancel the Licence if during the period of 7 days you have used the Licensed Material in any way.

11 Termination

11.1 If you;

11.1.1 expressly or impliedly repudiate this Agreement by refusing or threatening to refuse to comply with any of the provisions of this Agreement or the Licence granted hereunder; or

11.1.2 fail to comply with any of the provisions of this Agreement and (in the case of a failure capable of being remedied) do not rectify such non-compliance within 14 working days of written notice of it; or

11.1.3 convene any meeting of creditors or passes a resolution for winding up or suffer a petition for winding up; or

11.1.4 have an administrative receiver or receiver appointed over the whole or part of your assets or suffer the appointment of an administrator; or

11.1.5 being an individual commit any act of bankruptcy or compound with your creditors or come to any arrangements with any creditors, then (and in any such case) we may, without prejudice to any other rights or remedies and without being liable to you for any loss or damage, which may be occasioned, give written notice to you terminating this Agreement (and accordingly the Licence) with immediate effect.

12 Post Termination

12.1 On termination of the Licence howsoever caused your authorisation to use the Licensed Material will automatically cease and you undertake immediately to cease to use the Licensed Material and either return to us all copies or if requested by us to delete, destroy or otherwise make permanently unusable the Licensed Material within your control or possession.

12.2 Termination of the Licence howsoever caused will not affect the rights of either party under this Agreement that may have accrued up to the date of termination.

13 Force Majeure

13.1 Neither party will be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this Agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.

14 Assignment

14.1 The Licence is personal to you and you may not assign or otherwise transfer its rights or obligations under this Agreement without prior written consent from us.

15 Notices

15.1 All notices which are required to be given under this Agreement will be in writing may be delivered personally, sent by first class pre-paid letter or facsimile transmission to the registered office or last known address of the party to be served with it and if so sent will subject to proof of the contrary, be deemed to have been received by the addressee on the second business day after the date of posting, at the time of delivery if delivered by hand or immediately on transmission if by facsimile.

16 Severability

16.1 If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

17 Waiver

17.1 No delay failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

18 Entire Agreement

18.1 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of Agreement and supersedes all previous communications, representations and arrangements, written or oral. You acknowledge that no reliance is placed on any representation made but not embodied in this Agreement.

18.2 Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

19 Rights and Remedies

19.1 Our rights and remedies under this Agreement shall be in addition to all other rights and remedies we may have at law and any breach by you of any of the terms and conditions of this Agreement shall nullify our indemnities and warranties.

20 Privacy Statement

20.1 We take the privacy of all our customers and website users very seriously and take great care with the information we obtain (click here to review our Privacy and Security Policy and Statement). By using this website you consent to us collecting and using personal information about you in accordance with these terms and conditions and the site terms. Any personal data relating to you will be held and processed in accordance with current data protection legislation.

21 Governing law

21.1 This Agreement will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the jurisdiction of the courts of England and Wales. Headings have been included for convenience only and will not be used in construing any provision in this Agreement.

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