1. In these Terms:
(a) “Picture” means the artwork, design, photograph, painting, artistic work, diagram, drawing, graphic work, textile print or any other item of whatsoever nature (in hard and electronic format) of Fawcett + Co Ltd which Fawcett + Co may offer for the purpose of reproduction and which is identified by Fawcett + Co by the design number or such other indicator as is set out on the Invoice;
(b) “reproduce” / “reproduction” includes publication or copying in any material form of the whole or part of any Picture including (without limitation) printing, photography, electronic or mechanical reproduction or by any other means and shall include the storage of any Picture in any medium by electronic or any other means;
(c) “Fawcett + Co” means Fawcett + Co Ltd, a company registered in accordance with the laws of England and Wales with company number 12565613 and with its registered office at 12 Beresford Road, London, N8 0AJ, UK
(d) “Assignee” means any person, partnership, unincorporated business or limited company to which Fawcett + Co agrees to offer Pictures for the purposes of reproduction subject to these Terms;
(e) “Terms” means the standard terms and conditions of submission and reproduction of Pictures set out herein as varied from time to time with the consent in writing of Fawcett + Co;
(f) “Fees’ means the fees payable to Fawcett + Co under these Terms as set out in the Invoice.
(g) “Invoice” means the invoice attached to these Terms.

2. All Pictures are supplied by Fawcett + Co to Assignee subject to these Terms and the Invoice which, taken together, shall prevail over any and all terms and conditions pursuant to which Assignee may purport to accept any quotation or place any order and any purported provisions to the contrary are hereby excluded save that any fraudulent representation made to the Assignee by Fawcett + Co.

3. (a) In consideration of the payment by Assignee to Fawcett + Co of the Fees in accordance with the Terms and the Invoice, Fawcett + Co grants to Assignee an assignment of all copyright in the Picture within the Territory set out in the Invoice.

(b) Assignee’s the assignment granted in clause 3(a) above shall take effect only when the Fees are fully paid by the Assignee to Fawcett + Co in accordance with these Terms.

(c) Any reproduction of the Picture before payment of the Fees or at any time when Fees are outstanding constitutes an infringement of Fawcett + Co’s rights and a breach of the agreement set out in these Terms and the Invoice, entitling Fawcett + Co to rescind the assignment and rendering Assignee liable for the payment of damages and or other sums.

(d) If after receipt of an Invoice but before payment, Assignee requests cancellation of the Licence Fawcett + Co may in its discretion cancel the agreement set out in these Terms and the Invoice subject to Assignee paying a cancellation fee equal to 50% of the Fees.

(e) The assignment granted in clause 3(a) is limited to the Territory specified in the invoice and unless otherwise agreed in writing by Fawcett + Co shall relate to the use of the Picture as a whole (without additions or amendments in any forrn whatsoever) in its original form and colours and in the format or formats which Fawcett + Co authorises. The Assignee agrees to indemnify and hold harmless Fawcett + Co in the event of any dispute, action, complaint or other proceedings relating to any additions or amendments made by the Assignee or for the intended benefit of the Assignee.

4. (a) The Assignee shall pay Fawcett + Co the Fees without deduction or set-off (with VAT thereon) within 30 days of receipt of the Invoice.
(b) Fawcett + Co shall be entitled to charge interest on any overdue payment at the rate of 4% over base rate of the Bank of Scotland at the time.

5. Pictures delivered to Assignee shall be presumed to have been received in good condition, unless Assignee notifies Fawcett + Co otherwise in writing within 2 days of receipt. Risk in and responsibility for Pictures passes to Assignee upon delivery.

6. (a) All trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Fawcett + Co, in supplying the Pictures under these terms will vest in and belong to Fawcett + Co.

(b). The Assignment granted in clause 3 above shall apply only to the visual image contained within the picture which Fawcett + Co is specifically requested to proceed with and not to any original ideas, concepts or proposals of Fawcett + Co pitched or suggested to the Assignee, all of which shall be retained by Fawcett + Co.

(c) Each Party undertakes that it will keep secret and confidential any information supplied by either party in connection with the Picture (other than the Picture itself) or in connection with the business of the other and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Assignee prior to the commencement of the negotiations leading to these Terms or which is in the public domain (other than as a result of a breach of this clause); (d) Fawcett + Co warrants that it will use reasonable efforts to ensure that the Picture does not infringe the copyright of any third party.

(e) The Picture may be one of a series of images or designs created by Fawcett + Co. Each of the images forming part of the series of images of which the Picture is a part may be created using the same or a similar technique which may also be used by Fawcett + Co in the future and which may have been used by Fawcett + Co in the past. Fawcett + Co shall be entitled to provide such images to any third party it deems fit without limitation, (1) Fawcett + Co gives no warranty or indemnity that the use of the image by the Assignee will not cause the Assignee to be subject to any dispute relating to trade mark infringement or passing off, and hereby expressly excludes any liability for the same.

7. Assignee’s Licence shall, without prejudice to any other rights of Fawcett + Co, terminate forthwith on:
(a) The Fees not being paid within thirty days of the date of the invoice referred to in clause 4(a) or any other breach by Assignee of these Terms;

(b) Assignee entering into liquidation or making any composition with its creditors or suffering a receiver or trustee to be appointed over its assets or undertaking or becoming subject to an administration order (in the case of an individual) on Assignee’s death or bankruptcy.

8.(a) The Assignee shall be responsible for all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Pictures including without limitation any obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998; Disability Discrimination Act 1995 and equivalent legislation. Fawcett + Co shall not be liable to the Assignee in relation to such legislation and gives no warranty, representation or undertaking in relation thereto, unless agreed in writing otherwise.

(b) The Assignee agrees that it is responsible for its selection and use of the Picture and contracting with any third parties in relation thereto and that it shall be responsible for making reasonable enquiries into trade mark rights and goodwill owned by third parties in relation to the Picture.

(c) Subject to clause 9 below, Fawcett + Co shall have no liability to the Assignee whatsoever in relation to the Picture and gives no warranty and makes no representation as to whether Picture contains or is free from racist, defamatory, sexually explicit, inflammatory, obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.

9.(a) Subject to Clause 9.(b) below Fawcett + Co’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees.

(b) Nothing in this Agreement shall limit the liability of either party for death or personal injury caused by its negligence.

(c) Fawcett + Co shall not be liable to the Client for any consequential loss or damage.

10.(a) Nothing in these Terms shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

(b) If at any time any part of these Terms is or becomes unenforceable, such part will at Fawcett + Co’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

(c) No forbearance, delay or indulgence by either party in enforcing the provisions of these Terms shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.

(d) The Assignee shall not assign the benefit or burden of these Terms without the prior written consent of Fawcett + Co.

(e) No person who is not a party to these Terms shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

(1) These Terms shall be construed in accordance with and governed by English Law and the parties agree to accept the exclusive jurisdiction of the Courts of England.