General conditions of sale
1. Definitions
a) The term “Content” refers to all fixed and moving images and all information included on any medium communicated by Interlinks Image.
b) The term “Dummy Image Content” refers to Content supplied free of charge under licence exclusively for your personal assessment in order to decide whether the Content is suitable for the use for which you intend it.
2. Acceptance
Our general conditions of sale contractually bind you to Interlinks Image. Your principals, acting on any basis whatsoever, unreservedly accept our general conditions of sale, with the proviso that you will be jointly and severally liable with your principals in the event of non-fulfilment of any of these obligations.
3. Undertaking
You undertake to comply with all the conditions set out herein and to pay the fees for the services invoiced to you on the dates specified in our invoices, otherwise Interlinks Image reserves the right, unilaterally, to cancel the rights granted to you at the end of a fifteen-day period following receipt of a fruitless formal notice served by post and to seek reparations for any prejudice that it may suffer as a result of your defaulting.
4. Property rights and intellectual property rights
Interlinks Image and its Content suppliers reserve all literary and artistic rights and all industrial property rights attached to Content. Interlinks Image does not grant any other rights over Content, so obtaining a right of use, reproduction or distribution from Interlinks Image does not confer any literary and artistic rights or industrial property rights over Content or any other assets belonging to Interlinks Image or any of its Content suppliers.
Interlinks Image is expressly authorised to use final Content, distributed on line or not, free of charge for its commercial promotion.
5. Guarantee limitation
Interlinks Image guarantees, subject to the restrictions and limitations specified herein, notably those displayed on the Interlinks Image’s Web pages where the Content is presented, that:
- it disposes of the necessary rights to grant you the rights stipulated herein;
- the photographic material and digital copies of the Content supplied to you by Interlinks Image will be fee from all defects (except for the visual artefacts present in the original Content) for 90 (ninety) days counting from the date of delivery, otherwise Interlinks Image undertakes to supply you with a new digital copy of the defective Content as sole compensation for your inability to use it.
Unless otherwise stipulated and even though Interlinks Image endeavours to use precise information for its captions, Interlinks Image does not guarantee the accuracy thereof. Any on-line system supplied “as such” by Interlinks Image comes without any sort of guarantee, so any such service may be subject to breaks in access, temporary unavailability or interruptions. You alone are liable for all costs and expenses that you incur for connecting to the Internet in order to access Interlinks Image sites, including call charges, maintenance operations and Content downloading costs.
Interlinks Image does not grant any guarantee and disclaims all liability in the event of any complaint in relation to and/or arising from the conditions in which you use the Content in modified form or in association with any other Content, product, text, work or photographic material or if Interlinks Image has warned you not to use Content before the date when the licence or rights begin(s), unless otherwise stipulated herein.
6. Limitation of liability
Except for any forms of liability that cannot be excluded legally, Interlinks Image and its Content suppliers, principals or affiliates disclaim all liability towards you or any third party acting through you for indirect losses resulting from the use of Content. Should Interlinks Image be held liable for the delivery of Content, any such liability will be limited to the value of its service irrespective of the nature and consequences of any breach with which Interlinks Image may be charged.
7. Content modifications and infringement of intellectual works
The Content offered by Interlinks Image constitutes works protected by intellectual property law. The integrity or paternity of such works may not be prejudiced.
The use of any Content must not result in impugning the honour or reputation of the author thereof and must not distort the Content or, in the case of news images, alter the meaning thereof.
You alone are responsible for the conditions in which you use Content, whether you re-caption it, associate it with other Content or any text or image of your choice or, without obtaining Interlinks Image’s prior consent in writing, modify or reframe it. You are not permitted to modify or touch up Content under any circumstances except for standard colour corrections and minor reframing for space reasons, nor are you permitted to modify or delete the credits identifying Content and the authors thereof as proposed on Interlinks Image’s Web pages.
8. Discharges and permissions
Content may be subject to restrictions on the use thereof, stipulated either on Interlinks Image’s Web pages or in the electronic or paper document delivered with the Content, notably restrictions on the duration, form and type of use, industrial or commercial activity and territory (country) of use. Content may also require prior permission from particular parties or their representatives. The fact that you able to access Content does not necessarily authorise you to use it.
Content may be subject to literary and artistic rights, industrial property rights, neighbouring rights, personality rights, moral rights, property rights or other rights belonging to third parties. Unless otherwise specifically stipulated, the rights granted to you by Interlinks Image never include permission for the use of intellectual works, trade marks, personal images or images of immovables or movables represented in Content. You are solely granted the right to reproduce and/or present Content as photographic or audiovisual works for which the rights are held by either Interlinks Image or its Content suppliers. Consequently, you alone are responsible for determining and deciding whether the use that you intend to make of Content requires permission from a third party or a legal licence other than the one granted by Interlinks Image. You alone are responsible for obtaining any discharges and permissions required to use Content, i.e. third party rights, permission required for the reproduction of intellectual works, trade marks and other distinctive symbols, personal images and images of immovables or movables represented in Content and, if the Content contains music, licences for use, synchronisation and performance from the copyright holders or neighbouring rights holders for the said recordings or original musical compositions and from any other persons, companies, associations, royalty collection / distribution societies and any other organisations that may hold or control performance rights.
9. Guarantees given to Interlinks Image
You undertake to discharge Interlinks Image and its Content suppliers, principals and affiliates against any claims or court actions resulting from non-compliance with Interlinks Image’s general conditions of sale.
10. Unauthorised uses
Without any exceptions, you are not permitted to use Content as a trade mark or in breach of mandatory laws, for pornographic purposes, to insult or defame anyone, to infringe anyone’s privacy or personality rights, to impugn anyone’s honour or reputation or to perpetrate rights infringements. Any unauthorised use of Content constitutes a rights infringement entitling Interlinks Image to take any action or judicial recourse against any users and beneficiaries of the use of such Content. Interlinks Image reserves the right, for any unauthorised use that you make of Content, to invoice you for this use in addition to any other sums, damages and penalties that Interlinks Image may be entitled to claim under the general conditions of sale and operative laws, though this will not prevent Interlinks Image or its Content suppliers from bringing any court action of their choice to put an end to the disturbance observed and obtain reparations for the prejudice.
11. Payment
You hereby acknowledge that you must pay Interlinks Image the fees due for the use of the Content that you obtain in accordance with the general conditions of sale even if you do not use it (except for the stipulations of Article 14 “Cancellation”). Moreover, in accordance with the stipulations stated on our invoices, you may be obliged to supply Interlinks Image with any supporting documents enabling it to check how you are using Content.
Invoices are payable within 30 (thirty) days of the date of issue or on the date specified on the invoice if earlier. Any invoice still unpaid by the end of the thirty-day period will be automatically subject to default interest of one and a half times the operative legal interest rate. Such default penalties are due without the need for any reminder.
12. Video Content
Unless otherwise specified, all videos are licensed by the “sequence”, i.e. a single scene filmed continuously between switching the camera on and off. All sequences are subject to a licence priced by the second with a minimum of ten seconds per sequence. Additional fees are due for any reuse of a sequence, division of a sequence, fast forwarding, slowing down or freeze framing of a sequence. If the video is licensed by the second rather than by the sequence, the licence fee will be calculated according to the actual duration thereof. Any repetition, freeze framing or slowing down will be taken into account in calculating the actual duration of transmission of the video. All videos licensed by the second may be subject to minimum charges based on the charge by the second.
13. Taxes and levies
All taxes and levies due for the use of Content are borne by you.
14. Cancellation
You will be charged the agency’s and photographer’s costs and fees as a penalty if you decide to cancel any order unilaterally within 7 (seven) days of the date thereof, after which period no cancellations will be accepted and you will be liable for the full fee stated on the invoice. All licences concerned by your cancellation will expire immediately upon such cancellation. All cancellations are definitive.
Interlinks Image will be entitled, without being liable towards you or any other private individual or legal entity, to terminate automatically the Content user licence granted to you simply by written notification if you default on any of your obligations as defined in the general conditions of sale. As from the notification of such automatic termination, neither you nor any other private individual or legal entity benefitting from the licence granted to you by virtue of the present conditions will retain the right to use the licensed Content and consequently must cease doing so immediately.
15. Copies
You must supply Interlinks Image, free of charge, with a copy of each use made of Content.
16. Content storage
You undertake to limit Content access to solely those persons needing such access to produce or make the final content. On the date when the licence expires or is terminated, you undertake to cease using any Content still in your possession and to delete or destroy, without delay, all digital copies thereof except for the working copy for archiving purposes.
17. Content protection
Where the use of Content is authorised on the Internet or via any other on-line interactive medium, you must endeavour to protect such Content and to ensure that it cannot be copied and, in the case of a video, that its linear integrity is respected such that it cannot be viewed image by image or downloaded during transmission at a standard of quality substantially comparable to the original standard.
18. Photographic credits
Each image used for editorial purposes must be accompanied by the photographic credit, which must be displayed either alongside the reproduced image or in the table of illustrations provided for this purpose, with a clear indication of the page or location where the image concerned is reproduced. Each credit must be presented in the form “© photographer’s name / Interlinks Image” or in the form specified on Interlinks Image’s Web pages. This phrase must also appear in the credits of audiovisual works incorporating photographic images or videos for which you have acquired the usage rights. We remind you that affixing the photographic credit is mandatory, notably in order to observe the moral right of authors (right to the paternity of their works), and is one of the essential obligations of the present general conditions of sale. Should you fail to comply with this obligation, you irrevocably undertake, immediately on notification by Interlinks Image, to pay twice the assignment fee for each of the uncredited images or videos as stated on the invoice and to guarantee Interlinks Image for any other action taken by the rights holders.
19. Interlinks Image trade marks
You are not permitted to use Interlinks Image trade marks except for the mandatory credit phrases stipulated in Article 19.
20. Confidential information
The parties undertake to treat any information that they communicate to each other in the course of their business relations with the utmost professional secrecy for an indefinite period, even after the end of the present contract, irrespective of the reason why it has been ended. In particular, Interlinks Image will have to supply with you with technical, commercial, financial and other information of a confidential nature. Consequently, each of the parties undertakes to refrain from disclosing any information about the other’s business affairs, accounts, financial position, manufacturing secrets, patents, markets or transactions that comes to its attention before, during or after the conclusion of the present contract, to any person, enterprise or company.
21. Governing law and power of jurisdiction
The present general conditions of sale are governed by French law. The parties grant jurisdiction to the Paris courts.
