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Scott Polar Research Institute, University of Cambridge
Standard Conditions of Contract for the Supply of Image(s)

1. Applicability of Conditions

These conditions shall apply to and govern all contracts (the Contract) for the provision and or supply of Images by the Scott Polar Research Institute or its designated nominee the Cambridge Enterprise Limited to any other organisations or persons (“the Licensee”), and shall prevail over and have effect notwithstanding and to the exclusion of any terms, conditions and or provisions which the Licensee may seek to establish. No alteration of these conditions shall be valid unless such alteration is accepted in writing by both Parties prior to a contract being concluded.

2. Definitions:

In these Conditions, the following terms shall mean: -

  1. DATE FOR RETURN is the date by which the Image(s) must be returned as specified on the delivery note. If no date is specified, the Date for Return shall be four weeks from the date of the delivery note or if an invoice is rendered for reproduction rights, twelve (12) weeks from the date of such invoice;
  2. IMAGE(s) includes photograph, photographic print, transparency, negative, film footage, digital image, format images, negatives, prints, designs, plates or other representations, records or copies of an image, or any other item which may be offered for the purposes of Reproduction ;
  3. PHOTOGRAPHIC PRINT means photographs and pictures of paintings, drawings, records, computer generated facsimiles, prints, plates, digital format images or other representations or copies of a photograph, menus, letter cards, letters, diaries, objects (including but not limited to cooking pots and pans) and written materials in the archives including but not limited to maps and bills;
  4. REPRODUCTION includes any form of publication, communication to the public, reproduction, public display or copying of the whole or part of any Image (s), whether altered or not, and derived from any Image whether by printing, photography, slide projection (whether or not to an audience), xerography, layout or presentation, transmission, electronic or mechanical reproduction or storage by any other means, and reproduce shall be construed accordingly;
  5. SPRI shall mean the Scott Polar Research Institute, University of Cambridge, Cambridge, England;
  6. LICENSEE shall mean the company, partnership, sole trader or other legal person in receipt of Image(s), or which has otherwise agreed to order the Image(s) and to be bound by the terms in this Conditions, whether through it or its employees or agents subscribing to any service offered by;

3. Grant of Rights

  1. Reproduction rights if and when granted are strictly limited to the use stated in the attached Contract and for the period of time and territory specified on the SPRI’s invoice and unless otherwise agreed in writing and relate to a single size with text (if any) in one language only.
  2. Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
  3. Reproduction rights are granted as a non exclusive licence to the Licensee.
  4. Reproduction rights granted are personal to the Licensee and may not be assigned, nor may any Image(s) submitted to the Licensee be loaned, transferred or sub-licensed to third parties save for the purpose of the exercise by the Licensee of such reproduction rights. Where Image(s) is sub-licensed to third parties for the purposes of the exercise of such reproduction rights by Licensee, Licensee shall ensure that any third party provider of Licensee’s product will be bound by these Conditions.

4. Acknowledgement

  1. Unless otherwise agreed in writing, if any Image(s) reproduced by the Licensee omits the copyright notice or credit line specified by the SPRI the Licensee risks the penalties of civil or criminal remedies or to both.
  2. SPRI has asserted its rights in accordance with sections 77 and 78 Copyright, Designs and Patents Act 1988.
  3. The Licensee shall acknowledge the proprietary rights of SPRI as follows:
    [Licensed with permission of the Scott Polar Research Institute, University of Cambridge]
    or any other title or caption agreed with the SPRI.

5. Supply of Image(s)

  1. Image(s) are supplied on LOAN and no property or copyright in any Image(s) shall pass to the Licensee whether on its submission or on the SPRI’s grant of reproduction rights thereof.
  2. The SPRI’s delivery note will list all the Image(s) delivered to the Licensee, which shall be presumed to have been received in good condition, unless within three (3) days of receipt the SPRI receives notification of any discrepancy or damage.
  3. Risk in and responsibility for Image(s) passes to the Licensee from the time they are received until their safe return. The Licensee shall immediately inform the SPRI in writing of any known loss or misuse of, or damage to the Image(s) while in the Licensee’s possession or that of any third party. If a Image(s) is not returned within twelve (12) weeks of the Date for Return as stipulated on the delivery note, the SPRI may in its sole discretion presume it to be lost.
  4. The Licensee must return every Image(s) to the SPRI by its date for return by any method affording proof of delivery and insured to the relevant level of compensation cover. Adequate protection must be given to Image(s) in transit. A delivery note listing and totalling the returned Image(s) must be enclosed and an advise in writing with this same information sent by separate post.
  5. The Licensee shall be liable to pay compensation to the SPRI in respect of each Image(s) lost or damaged.
  6. SPRI may also specify in writing at the time of the loan a different compensation figure for loss or serious damage to certain Image(s). Payment of compensation does not give rise to any rights in any Image(s). This figure is based on an assessment by the SPRI and is a genuine pre-estimate of the loss which would be suffered if such a Image(s) were to be lost or damaged.
  7. Image(s) subsequently found must be returned immediately. If it is undamaged the Licensee will be credited with the compensation paid less a rental fee from the date the compensation is claimed to the date the Image(s) is returned, such credit being at least twenty percent (20%) of the compensation paid.
  8. Any correction or alteration to any of the Image(s) is subject to the approval of the SPRI which must be obtained in advance of publication/ incorporation in the Licensee’s product. No part of any Image(s) may be manipulated, masked out, cut down, superimposed with typed matter, or in any way defaced without prior agreement of the SPRI.

6. Fee and Payment

  1. A non refundable service fee to cover administrative costs and despatch of Image(s)s is payable by the Licensee on each submission and resubmission of Image(s)s whether or not reproduction rights are required or granted. The Licensee shall pay for courier, express or any other special delivery arrangement requested
  2. Unless otherwise agreed each Image(s) may be held by the Licensee rental-free until its Date for Return and thereafter the Licensee shall be liable to pay a rental fee per Image(s) per week or part thereof pending its return. Payment of the rental fee does not entitle the Licensee to retain the Image(s) after the Date for Return.
  3. Until SPRI has invoiced the licence/reproduction fee neither party is committed to grant or to acquire any reproduction rights in any Image(s).
  4. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby the SPRI is committed to grant reproduction rights and the Licensee to acquire them. If after such invoicing but before payment, the Licensee requests cancellation of the reproduction rights SPRI may at its discretion cancel the Agreement subject to the Licensee paying a cancellation fee.
  5. The Licensee’s right to reproduce a Image(s) arises only when the SPRI’s invoice relating to the grant of such right is fully paid. Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling the SPRI to rescind the Agreement and rendering the Licensee liable for the payment of damages.
  6. If payment is not made in accordance with sub-clause (a) and any other payment owing and due to the SPRI (including but not limited to the licence/reproduction fee in the Contract and referred to in clauses (c) and (d) ) above, then the SPRI may recover damages or at its option, may charge interest on the overdue amount at two percent (2%) per month on the outstanding balance until the date of final payment.
  7. SPRI’s invoice shall be paid within thirty (30) days of issue save in the case of newspaper, periodical and broadcasting Licensees where payment shall be made no later than the end of the calendar month immediately succeeding publication or use.

7. Licensee’s Obligations

  1. Electronic use, storage or transmission of Images by the Licensee is forbidden without the express written permission of the SPRI.
  2. The Licensee will provide SPRI with any information reasonably requested regarding anti-piracy measures.
  3. Image(s) shall not be copied, on-loaned or otherwise disposed of and no use whatsoever shall be made of them by the Licensee without prior written consent of the SPRI, nor shall the image be altered or manipulated, added to or have any part deleted without prior written consent of the SPRI.
  4. In the case of printed publications, two copies of the relevant publication containing any Image(s) supplied is to be furnished to the SPRI by the Licensee free of charge within two weeks of publication. If the Image(s) are reproduced in any other medium evidence of use must be made available if requested.
  5. Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising in respect of any Image(s) from the use by the Licensee of such Image(s) shall vest in SPRI and the Licensee hereby assign all such rights arising to SPRI. The Licensee undertakes that it shall do all such acts and execute any documents reasonably required by SPRI to give effect to this clause.
  6. Further editions or re-employment of the printing plates require a new application and are not covered by the original fee.

8. Liability

  1. The Licensee agrees to indemnify the SPRI in respect of any claims or damages or any loss or costs arising in any manner from the reproduction without proper reproduction rights of any Image(s) supplied to the Licensee by the SPRI.
  2. While the SPRI takes all reasonable care in the performance of this Agreement generally, the SPRI shall not be liable for any loss or damage suffered by the Licensee or by any third party arising from use or reproduction of any Image(s) or its caption.
  3. Except for rights in copyright and copyright in the Image(s) supplied, it is the Licensee who must satisfy himself that all necessary rights, releases or consents which may be required for reproduction of the Image(s), are obtained and it is acknowledged that the SPRI gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered copyright designs or works of art depicted in any Image(s).
  4. The Licensee agrees to indemnify the SPRI against any claims, loss, damage, proceedings or costs arising in any manner from the use and or reproduction of the Image(s) where such rights, releases or consents have not been obtained.
  5. The SPRI shall not be liable for any loss or damage suffered by the Licensee or by any third party arising from the use of any of the Image(s)or their reproduction.

9. Termination

  1. If the Licensee breaches the terms of these conditions and in the case of a breach capable of remedy, fails to remedy such breach within fourteen (14) days of being requested to do so by the SPRI or fails to make any payment when due under the provisions of this Contract.
  2. On the Licensee’s death or bankruptcy or (if the Licensee is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver is appointed, the SPRI may at any time thereafter inspect any records, accounts and books relating to the reproduction of the SPRI’s Image(s) to ensure that the Image(s) are being used only in accordance with the reproduction rights granted to the Licensee.
  3. Save as provided elsewhere in these conditions or where the context otherwise requires, all rights and obligations of the parties shall cease to have effect immediately upon termination of contract except that termination shall not affect the accrued rights and obligations of the parties at the date of termination.

10. Assignment

Neither party shall be entitled without the prior consent in writing of the other party to assign its rights under the Contract.

11. Rights of Third Parties

A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exist or is available apart from that Act.

12. Invalid clauses

If any provision or part of these Conditions or of a licence granted under these Conditions is held to be invalid or unenforceable, that licence or these Conditions shall be deemed to be amended by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise to retain the provision and other provisions of that licence or these Conditions to the maximum extent permissible under applicable law. In such a case either party shall also be entitled to terminate the Contract.

13. Applicable Law and Dispute Resolution

  1. If any dispute arises out of or in connection with the Contract the parties will attempt in good faith to settle it by negotiation.
  2. If the parties are unable to settle any dispute by negotiation within thirty (30) days the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
  3. To initiate a mediation a party must give notice in writing to the other party requesting a mediation in accordance with sub-clause (b).
  4. The Contract and all questions of construction, validity and performance under the Contract shall be governed by English law and (without prejudice to sub-clauses (a), (b) and (c)) subject to the exclusive jurisdiction of the English courts.

14. Whole Agreement

These Condition (which expression includes the Contract and Schedule to the Contract of Licensed Images hereto appended whether in its original or amended form) constitutes the entire agreement between the parties and no variation or amendment of these Conditions will be effective until and unless it is set out in writing expressed to amend these Conditions and signed by both parties.