INTRODUCTION
The Supplier is the owner or the duly authorised agent of the owner of the Pictures as defined below and the copyright therein.
The Client wishes to create digital images from the Pictures for inclusion in its Service as defined below.
The Supplier has agreed to grant the Client a licence to create such digital images on the following terms and conditions.

AGREED TERMS
1. Definitions
"Authorised Exploitation" means the authorised use of the Pictures as set out in part 2 of the Schedule;
"Digital Image" means a digital or other computer-readable copy of a Picture;
"End User" means any person who accesses or is entitled to access the Service;
"Hard Copy" means a copy of all or part of any Picture or Digital Image on paper or other tangible physical medium;
"Network" means any local area, wide area or other computer or telecommunications network (including but not limited to the Internet and any service connected to the Internet and any Public Switched Telephone Network or other telephone network);
"Picture" means any photograph, transparency, negative, design, artwork, painting, montage, drawing, engraving or any other item (including any computer-readable image) supplied by the Supplier to the Client and specified in Part 1 of the Schedule or in any Request returned to the Client by the Supplier in accordance with clause 5;
"Request" means a request in the form attached at part 5 of the Schedule submitted by the Client in accordance with clause 5;
"Service" means the provision of on-line access by means of the Network to Digital Images as described in more detail in part 2 of the Schedule;
"Service Provider" means any service provider who has entered into a written contract with the Client to provide facilities, maintenance or other services relating to the provision of the Service to End Users and under that contract, ultimate control of the Service and its contents rests with the Client;
"Standard Terms and Conditions" means the Terms and Conditions of submission and reproduction of Pictures contained on the delivery note or otherwise supplied to the Client by the Supplier;
"the Term" means the period of [3 months] [6 months] [one year] from the date of this Agreement;
"Territory" means [specify territory] [the world] ;
"the UK" means the United Kingdom of Great Britain and Northern Ireland, the Channel Islands and the Isle of Man;
"Web Material" means any material which is (or is intended to be) used as part of or in relation to any Web Site;
"Web Page" means any page of a Web Site or other collection of Web Material which forms a discrete part of a Web Site (and "Web Home Page" means the Web Page to which End Users first obtain access when accessing the Web Site of which it forms a part);
"Web Server" means a server connected to the Internet which is accessible to End Users via the Internet;
"Web Site" means the coherent and interconnected body of Web Material assembled into Web Pages and installed on a Web Server so that it forms part of the World Wide Web and can be accessed by End Users via the Internet, as identified and described in more detail in Part 2 of the Schedule.

2. Grant of licence
2.1 The Client is hereby granted a non-exclusive licence to make, use and distribute the Digital Images in accordance with the terms of this Agreement (including the terms as to payment and subject to the restrictions contained in this Agreement) for the purpose of the Authorised Exploitation (but not for any other purpose).
2.2 The licence granted to the Client by clause 2.1 shall (without prejudice to the other restrictions contained in this Agreement) be in accordance with the Standard Terms and Conditions.
2.3 The licence granted to the Client by clause 2.1 shall (without prejudice to the other restrictions contained in this Agreement) be limited to the following rights:
(a) to make within the [UK][Territory] Digital Images from any Picture or part of an Picture for retention and use by the Client (but no other person, save as provided by clause 2.4) in order to create Digital Images to be used as part of the Service;
(b) to make and store within the [UK][Territory] Digital Images on or as part of the Service and to allow End Users having access to that Service [within the Territory] [wherever situated] to: display or look at; download and retain additional copies (in the form of Digital Images) of: any Digital Image held on the Service, provided that no Hard Copies or further copies may be made from copies which are downloaded;
(c) to make within the [UK] [Territory] such transient Digital Images (in RAM or other dynamic memory storage) as may be necessary in order to do any of the foregoing; and
(d) to make within the [UK][Territory] such backup copies of Digital Images as may be necessary to support the Client's retention or use of Digital Images in accordance with this Agreement (provided these may only be used for backup or security purposes).
2.4 The right granted by clause 2.3(b) only applies if and to the extent that the Service (and the hardware on which any Digital Image is stored) is at all times in the sole possession and control of the Client or a Service Provider.
2.5 The licence under clause 2.3(b) to make and store Digital Images as part of the Service and to allow End Users to view and download those Digital Images extends only to the making, use and distribution of Digital Images which are unaltered. The licence does not extend to the use or distribution or other dealing with any Digital Image which is not such an image and, in particular, does not permit the editing or alteration of the material contained in the relevant Digital Image.
2.6 If the Service is of such a nature as may permit it, the Supplier may require the Client to enter into a written agreement with all End Users prior to the End Users obtaining access to any Digital Images, such written agreement incorporating such terms as the Supplier may deem fit in order to protect its rights in and ownership of the Images.
2.7 It is hereby agreed and accepted that the licence referred to in clause 2.1 above is contingent and takes effect only upon payment by cleared funds to the Supplier of the fee referred to in clause 7 below.
2.8 The licence is at all times conditional upon full compliance with the terms of this Agreement and the Standard Terms and Conditions which shall be deemed to be part of this Agreement save and except insofar as there is any conflict between the express terms of the Agreement and the Standard Terms and Conditions, in which case the express terms of this Agreement shall prevail and any reproduction or use of any Picture or Digital Image outside the scope of or in breach of any of the said terms and conditions shall be unlicensed and an infringement of the rights of the Supplier.

3. Special conditions
3.1 The Service shall contain only one representation of each Digital Image which shall originate from a file whose maximum dimension should be no greater than [ ] pixels, uncompressed. Any additional or further reproduction of a Digital Image for the Service will require a further licence from the Supplier and incur additional fees in accordance with clause 5.
3.2 The Client shall use all reasonable and practicable steps to ensure that the Service shall be designed so that the Digital Images are not accessible as individual files. In particular, but without limitation, it must not be possible to copy (otherwise than as permitted by this Agreement) or otherwise extract or manipulate or alter the Digital Image or any other copy thereof in the normal course of using the Service.
3.3 Anyone accessing the Service must be presented prior to being allowed access to any part of the Service, with either
(a) if the Service comprises a Web Site, a Web Home Page containing a copyright notice, attribution and territory statement in the form set out in Part 3 of the Schedule ; or
(b) if the Service does not consist of a Web Site, a flash screen containing a copyright notice, attribution and territory statement in the form set out in Part 3 of the Schedule (which shall be a full screen display presented to the End User for a period of at least [3] seconds); explaining in clear language that the Digital Images are protected by copyright and the following are prohibited in respect of the Digital Images: public performance or display, including transmission over a network; any rental, lease or lending of any material obtained or derived from the Web Site; and any form of reproduction whatsoever including without limitation the extraction and/or storage in any retrieval system or inclusion in any other computer program or work [; and any form of access outside the Territory].
3.4 The Client agrees to ensure that each reproduction or visual display of any Digital Image shall contain as part of the readable Digital Image file, a copyright notice in the following form: (c) "name of photographer"/"name of Supplier". This shall be in the form of an Hyper Text link to a notice giving the full details of the Supplier and the restrictions governing the use of copyright images which shall appear as close as possible to the Digital Image.
3.5 The Service shall be created and configured in such a way that it must not be possible to alter, manipulate or adapt any Digital Image or any copy thereof in the normal course of accessing and using the Service.
4. Restrictions on licence
4.1 This licence is granted on the basis of allowing the making and incorporation of Digital Images into the Service once during the Term and for the purposes of the Authorised Exploitation only. Incorporation of Digital Images in any other product or service or any other use or exploitation whatsoever (including, without limitation, inclusion in any other network or on-line service) is not included in the scope of this Agreement and an additional licence will be required and additional fees will be payable.
4.2 The Client shall not store or include any Digital Images on any database, product incorporating a database or similar information retrieval system which is not controlled by the Client or a Service Provider.
4.3 The Client may not, without the permission of the Supplier add to, splice, merge, alter, manipulate or adapt any Digital Image so as to make it materially different to the Picture from which it is derived. If the Client wishes to alter, manipulate or adapt a Digital Image it must first obtain the Supplier's specific approval and in addition the Client may not use any altered, manipulated or adapted Digital Image as part of the Service unless and until the Supplier has approved use of the Digital Image concerned in its altered, manipulated or adapted form.
5. Extension of licence
5.1 If during the Term the Client wishes to be granted a licence to use any picture not specified in Schedule or wishes the licence granted by this Agreement to be extended, the procedure set out below shall be followed:

the Client shall submit a completed Request;
In the event that the Supplier agrees to grant such a licence or extension, the Request shall be returned to the Client by the Supplier with, if appropriate, a copy of any relevant Picture; the terms of this Agreement shall apply to the new or extended licence, subject to any additional conditions or restrictions set out on the returned Request by the Supplier or any variation of the terms of this Agreement which shall also be so set out in the returned Request (and in the event of any inconsistency between the terms set out in the returned Request and the terms of this Agreement, the terms set out in the Request shall prevail); any new or varied terms shall be deemed accepted by the Client [within 48 hours of the return of the Request or upon the first use of the Picture (whichever shall first occur)] and the new or extended licence shall be deemed to commence at the same time;
(e) additional fees may be payable and shall be as set out in the returned Request.
5.2 For the avoidance of doubt nothing in clause 5.1 above shall be construed as requiring the Supplier to grant any such additional licence or extension.

Anti-piracy
6.1 The Client will provide any information reasonably requested by the Supplier regarding anti-piracy measures.
6.2 The Client shall comply with any reasonable request from the Supplier in connection with restricting any unauthorised use of a Digital Image and, in particular, preventing End Users from downloading, adapting, copying or otherwise altering any Digital Image other than as expressly licensed hereunder.
Licence fees and payment 7.1 The licence fees will be as set out in part 4 of the schedule. 7.2 The Supplier may render its invoice at any time following delivery of the Picture to the Client. The Client shall pay the licence fee within 30 days of the date of the invoice.
7.3 In the event that the Client wishes to change, extend or vary the nature of the Authorised Exploitation, an additional licence shall be required and additional fees may be payable.
[7.4 If applicable Value Added Tax shall be payable on the fees specified above and shall be paid within 30 days of the issue of a valid tax invoice by the Supplier therefor.]
[7.5 Without prejudice to any other right or remedy the Supplier may charge interest on all sums outstanding beyond the date on which they are due for payment under this Agreement from the date payment was due until the date of payment (and before as well as after j udgement) at the rate of 2% per annum above the base rate of [insert name of Supplier's bank].]

Personal licence
8.1 This is a personal licence to the Client and neither the licence nor any rights or permissions arising under it may be assigned, transferred, sub-licensed or charged to third parties or otherwise dealt with in any way without the prior written consent of the Supplier.
8.2 The Client shall be liable for any use or exploitation of any Picture or Digital Image which is outside the scope of the terms of this licence where such use or exploitation is by someone who has been authorised by the Client or supplied (either directly or indirectly) with the Picture or Digital Image by the Client.

Termination 9.1 In the event that the Client:
(a) has a winding-up petition presented against it which is not withdrawn within 28 days or enters into voluntary or compulsory liquidation or has a receiver or administrator appointed over all or any part of its undertaking or assets or enters into any voluntary arrangement or composition with its creditors or is deemed to be insolvent under the terms of any applicable legislation or suffers any similar event of insolvency under any jurisdiction in any part of the Territory; or
(b) fails to perform its obligations under this Agreement or is in breach of any terms of this Agreement and fails to remedy such breach (insofar as the same is capable of being remedied) within 30 days of being notified of such breach by the Supplier; then without prejudice to the Supplier's other accrued rights, the Supplier shall be entitled to terminate this Agreement forthwith upon written notice to the Client.
9.2 Without prejudice to any accrued rights of either party, this Agreement shall come to an end automatically at the end of the Term, unless renewed by express agreement between the parties (and in such event it shall continue on the same terms unless or until new terms are agreed between the parties).

Effects of termination
In the event of termination or expiry of this Agreement (for whatever reason):
(a) all rights granted hereunder shall revert to the Supplier and any further exploitation of the Picture or any Digital Image or other reproduction of the Picture or the Service (insofar as it incorporates or allows access to any Digital Image) shall, without prejudice to any other rights of the Supplier, constitute an infringement of copyright; and
(b) the Client shall cease to use or allow access to or use of any Digital Images (whether as part of the Service or otherwise) and shall promptly remove from the Service all Digital Images and shall destroy (in such manner that they cannot be recovered) all Digital Images in its possession or control.
11. Liability
11.1 Save in respect of any liability which cannot by law be excluded or limited, and subject to the other provisions of clause 11, the Supplier's liability for any loss or damage arising under or in relation to this Agreement or the licensing of any Picture (whether such liability arises in breach of contract, negligence or otherwise) shall not in respect of each event exceed the amount paid or payable by the Client for the licensing of the Picture in relation to which the loss or damage arises or [£ insert reasonable amount], whichever is the greater, and provided that if more than one event gives rise to substantially the same loss or damage then all such events shall for the purposes of this clause be treated as one.
[ 11.2 Unless otherwise stated in this Agreement, the Supplier does not offer any licence to the Client in respect of the use by the Client of names or trademarks depicted in any Picture and no warranty, condition or term is implied in relation to such names or trademarks. In the event that the Supplier is held liable in respect of any use by the Client of such names or trademarks then, with the exception of any liability which cannot by applicable law be excluded or limited, the Supplier's liability shall be limited to an amount equal to the licence fees paid by the Client under this Agreement.]
11.3 Subject to any liability which cannot by applicable law be excluded, the Supplier accepts no liability for any indirect or consequential loss or damage (however arising), including loss of profits, loss of sales, loss of turnover, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data or loss of time on the part of management or other staff.

Moral Rights
Nothing in this Agreement shall prejudice or act as any waiver or consent in relation to any moral rights in the Pictures subsisting or arising under the Copyright, Designs and Patents Act 1988 or any other similar legislation now or at any time in force anywhere in the world;

Miscellaneous
13.1 The Client and Supplier will promptly notify each other of any infringements by End Users of the Picture or Digital Image which may come to its attention and will provide each other with all information which may be of assistance in any resultant litigation.
13.2 Upon request by the Supplier, the Client will allow the Supplier to have access to and use the Service without payment of any fee.
13.3 The provisions of Section 56 of the Copyright, Designs and Patents Act 1988 are hereby expressly excluded insofar as they may otherwise apply.
13.4 Nothing herein shall constitute or be construed as constituting a partnership or joint venture between the parties.

Choice of law
This Agreement shall be construed and governed in accordance with the law of England and Wales and the parties hereby agree to submit to the non-exclusive jurisdiction of the English Courts.
This Agreement has been entered into on the day and in the year first written above.