General Terms & Conditions for digital image access, supply and usage
1. Background The Client wishes to use images from Walls and Floors Ltd, Walls and Floors wishes to permit and license images to the client and therefore the client and Walls and Floors agree these Terms and Conditions will govern the clients usage of images from Walls and Floors and their reuse.
2. Definitions & Interpretation 2.1 Definitions
In these Terms and Conditions, including the background above, the following words and phrases will have the following meanings, save where the context requires otherwise:
“Account” means an account held by the Client with Walls and Floors which the Client can use to access/use Images (up to a limit imposed by Walls and Floors, some exclusions applicable detailed below 3.3) from Walls and Floors websites, image portal(s) or cloud-based computer file transfer service;
“Client” means the company, partnership, sole trader, individual or other who wishes to use Walls and Floors Images online, will download such Images electronically;
“Form” means the electronic form filled in by the Client on Walls and Floors website indicating the nature of business the Client wishes to use the Images for;
“Image” means a digital photograph, computer generated facsimile, digital image, scan or any other item offered for the purposes of reproduction which is held by Walls and Floors as a digital image (including but not limited to Walls and Floors own imagery) and can be offered to the Client for the purposes of reselling Walls and Floors products;
“Licence” means the copyright licence agreed between the Parties as detailed below together with any specific uses or occasions agreed between the Parties;
“Party” means the Client or Walls and Floors as applicable and “Parties” will be construed accordingly; and
“Walls and Floors” means Walls and Floors Limited (with registered company number 04652706 of Walls and Floors, Garrard Way, Telford Way Industrial Estate, Kettering, Northamptonshire, NN16 8TD), which owns and controls all their online product imagery with all rights reserved.
2.2.1 Headings are for convenience only and do not affect the interpretation of these Terms and Conditions.
2.2.2 Unless otherwise stated, references to Clauses and Schedules are references to clauses and schedules in these Terms and Conditions.
2.2.3 Where the context so allows the masculine includes the feminine and the singular includes the plural and vice versa.
2.2.4 References to any statutory provisions include any modifications or re-enactments of those provisions.
2.2.5 A time is a reference to London GMT.
3. Acceptance 3.1 The Client agrees to comply with these Terms and Conditions following selection and usage of the Images via Walls and Floors websites, image portal(s) or cloud-based computer file transfer service.
3.2 Any reproduction or usage of any Image by the Client implies acceptance of these Terms and Conditions.
3.3 Some imagery is forbidden for the Clients usage, selected imagery is excluded for usage by the Client due to Walls and Floors a) protecting their brand indentity with specific design-led unique room set imagery and exclusive trends, b) prior arrangements for exclusivity (often paid/contractual) with specific partners, publishers and/or affiliates, c) prior image arrangements for specific marketing campaigns, and d) agreements between Walls and Floors and their customers to permit usage/sharing of customer projects for Walls and Floors own use, but not for use of sharing with any third parties.
4. Delivery & Destruction 4.1 Images shown as available at high resolution will be made available for the Client to download.
4.1.1 immediately following approval of the Clients Account
4.2 Images which are not available are due to the exclusions detailed above (Clause 3.3)
4.3 Walls and Floors will do their upmost to keep their image portal up to date with the latest available product and room set imagery for Clients. Clients can freely access the image portal via an online link
but it is not permitted to take images direct from www.wallsandfloors.co.uk without permission due to the reasons detailed above (3.3). If an image is not available within the online image portal it may be due to one or more of the reasons outlined in 3.3 above. For any specific image requests please contact your Area Sales Manager (ASM) for information.
4.4 The Client agrees to destroy and/or delete all Images supplied or downloaded and any copies made by the Client if in breach of the terms outlined above (3.3) of such Images pursuant to these Terms and Conditions, in any event, within fourteen (14) days
5. Copyright 5.1 Permission to reproduce the Images is strictly limited to the uses, purposes, means of transmission and target audience as detailed on the Form and, where applicable, as additionally agreed between Walls and Floors and the Client save that where Walls and Floors does not own the copyright to the Images, the Client is responsible for obtaining all relevant and necessary copyright consents, permissions and clearances from the relevant copyright holders.
5.2 No rights granted to the Client in these Terms and Conditions which relate to copyright may be assigned, loaned or transferred to any third party.
5.3 Walls and Floors reserves the right to request any reproduction of an Image prior to publication and Walls and Floors can, at its discretion, withhold the right to reproduce an Image granted pursuant if the quality of the reproduction falls below any quality standards as set by Walls and Floors.
5.4 The Client will not use the name “Walls and Floors” or any similar name in any manner whatsoever in connection with any reproduction of an Image.
5.5 Images will not be loaned, rented, delivered, supplied, sold or otherwise and no use other than those as set out on the Form will be made of them by the Client without the prior written consent of Walls and Floors.
6. Licence 6.1 Subject to 3.3 above, Walls and Floors hereby grants to the Client a non-exclusive, nationwide, royalty free, copyright licence to reproduce and store copies of the Images by any means or in any media (to “reproduce”) for the purposes specified on the Form and reselling products, in accordance with applicable copyright law.
6.2 Walls and Floors warrants that:
6.2.1 where copyright to an Image is owned by Walls and Floors, it has adequate and appropriate permission to reproduce such Image in accordance with 3.3 above; and
6.2.2 where copyright to an Image is not owned by Walls and Floors, the Client is responsible for ensuring that any consents, permissions or clearances required for reproduction of the Images are obtained.
6.3 Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising in respect of any Image or from the use of such Images by the Client will vest in the relevant copyright holder and the Client hereby assigns all such rights arising to the relevant copyright holder, and the Client undertakes that it will do all such acts and execute any documents reasonably required by the relevant copyright holder.
7. Indemnification & Disclaimer 7.1 The Client agrees to indemnify Walls and Floors in respect of all and any claims, damages, losses or costs arising in any manner howsoever from the reproduction of the Images (including, but not limited to, the Client’s failure to obtain licences, consents, permissions or clearances as are necessary to reproduce the Images) unless such claims, damages, losses or costs arise by virtue of either the operation of these Terms and Conditions (which, for the avoidance of doubt, incorporate the relevant Licence) or Walls and Floors negligence.
7.2 Walls and Floors shall not be held liable for any damage, howsoever caused, arising from the Client’s use of the Images including, but not limited to, any damage arising from errors or omissions contained in and relating to the Image, the relevant copyright notice or in information otherwise displayed on Walls and Floors websites.
8. Termination 8.1 Walls and Floors may terminate these Terms and Conditions and any Licence or Account granted under these
Terms and Conditions immediately by notice in writing to the Client if the Client:
8.1.1 is in breach of any of either the terms of the Licence and/or these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy such breach within fourteen (14) days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
8.1.2 (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
8.1.3 (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
8.1.4 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
8.1.5 has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
8.1.6 ceases, or threatens to cease, to carry on business; or
8.1.7 any analogous event occurs under the insolvency laws applicable to the Client.
8.2 In the event of termination pursuant to 8.1 above, the Client will, at the Client’s own cost, delete and/or destroy all Images supplied or downloaded and any copies made by the Client of such Images no later than fourteen (14) working days after receipt of notice to terminate from Walls and Floors.
9. Liability Except for any liability which cannot by law be excluded or limited, Walls and Floors will on no account be liable to the Client (or any other third party claiming through it) for loss of profit, business, goodwill, revenue, wasted time or any indirect, incidental, special or consequential damages arising out of, or relating to the use of the Images, whether framed as a breach of warranty, in tort, contract, failure of essential purpose, breach of statutory duty, or otherwise.
10. Restriction The Client will not use the name “Walls and Floors”, “Walls and Floors Ltd” or any similar name in any manner in connection with any Image, except as expressly set out in these Terms and Conditions or as agreed by Walls and Floors, and the Client shall not do anything to bring Walls and Floors' name into disrepute.
11. Assignment These Terms and Conditions are personal as between the Parties and the Client can only assign the benefit of these Terms and Conditions with Walls and Floors prior written consent.
12. Variations Variations, amendments, additions or deletions to the terms of these Terms and Conditions may only be made if agreed in writing by the Parties.
13. Validity Of The Agreement If any provision of these Terms and Conditions is held to be, in whole or in part, for any reason illegal, invalid or unenforceable then the provisions which are legal, valid and enforceable will (to that extent) continue in force and effect.
14. Entire Agreement These Terms and Conditions represent the entire understanding of the Parties with respect to the Images and their reproduction and supersede all other agreements and representations with respect to these matters made either orally or in writing.
15. No Waiver Walls and Floors failure to exercise or enforce any of it’s rights under these Terms and Conditions (or otherwise) will not be deemed to be a waiver of any such rights nor will that failure operate so as to bar the future exercise or enforcement of those rights.
16. Rights Of Third Parties No person who is not a Party to these Terms and Conditions will have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.
17. Governing Law 17.1 These Terms and Conditions will be governed by and construed in accordance with English law. All transactions to which these Terms and Conditions apply and all matters connected therewith will also be governed by English law.
17.2 The Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms and Conditions.