Photographers
Please read the following terms and conditions of use carefully before continuing to use this website. Click here for a printer friendly version of these terms and conditions.
General
1. By accessing this site Website you agree to the following terms. By proceeding beyond this page or continuing to use the Website you agree and acknowledge that you do so upon these terms and conditions ("Terms"). These Terms form an agreement between you and Favourites Fotos Limited ("Favourite Fotos"), located at 38 The Chubb Building, Chubb Street, Wolverhampton WV1 1HT, for the use of the British Images Website (the "Website").
2. Favourite Fotos are continually seeking to update and develop the Website. Therefore, we may make changes to any part of the Website without notice. These changes may include changes to these Terms and you will be bound by any changes to these Terms the next time you access the Website. For the avoidance of doubt it is your sole responsibility to check any amendment or alterations to these Terms.
3. If any of these Terms are held to be invalid for any reason, such invalidity will not affect the rest of these Terms, which will remain valid and enforceable in all respects.
4. These Terms of use are governed by English law and any disputes arising out of your use of the Website shall be determined in accordance with English Law and subject to the exclusive jurisdiction of the English Courts.
Intellectual Property Rights
5.1. All intellectual property rights (including copyright) in the image library including any photographs, images, drawings or any other pictorial representation ("the Images") on the Website which form part of the image library is the property of Favourite Fotos or of the third parties who have licensed such Images to Favourite Fotos. Any use of the Images for commercial exploitation or personal use by you will be in accordance with the terms contained in the Image Licence Agreement.
5.2. All intellectual property rights in the content, information, data and any other materials appearing on the Website ("Other Materials"), excluding the Images, are and remain the property either of Favourites Fotos Limited or of other third parties who have licensed such intellectual property to Favourites Fotos Limited. The Other Materials are made available by Favourite Fotos to you solely for your own personal and non commercial use unless otherwise expressly agreed in writing by favourite Fotos.
5.3. Except as provided for in term 5.1 and 5.2, none of the Images or Other Materials appearing on the Website may be downloaded, copied, reproduced, republished, posted, transmitted, stored, sold or distributed in any form or by any means without the prior written consent of Favourite Fotos.
5.4. You agree that you will not arrange for any third party web site to be connected to any part of Our Wesbite by way of a hyperlink, or any other means, where the content of such third party web site is in the sole opinion of Favourite Fotos profane, obscene, racist, sexist, promotes or is engaged in any illegal activity of any kind. For the avoidance of doubt Favourite Fotos reserves the right to remove, for any reason whatsoever, any hyperlink to the Site.
5.5. Modification of any of the information, Images or Other Materials appearing on the Website or use of any of the same for any purpose other than as set out in these Terms of use (including without limitation on any other website or computer network) is prohibited.
5.6. You may not use the Website to publish or post, distribute or disseminate any material which is or may be defamatory, obscene, indecent, menacing, or racially motivated, or any other unlawful material or information.
Our Liabilites
6.1. To the fullest extent permitted by law, We:6.1.1 Exclude any liability and express or implied warranties (including, but not limited to, any express or implied warranties as to fitness for purpose, accuracy and completeness of content, quality and availability), relating to your access and use of the Website and as to the content of, and products and services in the Website.
6.2. Provide the Website to you on an 'as is' and 'as available' basis. We cannot warrant that use of this Website will be uninterrupted or error free or that it will be continuously be available. If you place reliance on the availability or content of this Website, then you do so at your own risk.
6.3. Exclude liability for any claims, loss or damage including, but not limited to, any direct, indirect, special, incidental or consequential damage (including loss of profit or data) relating to your access and use or, or inability or any delay in being able to use, the Website and as to the content, Images, products or services featured in the Website. For the avoidance of doubt, this shall not limit our liability for fraudulent misrepresentation or personal injury or death to the extent that it is directly caused by the negligence of Favourite Fotos.
6.4. Will use reasonable endeavours to keep the information, Other Materials and Images appearing on the Website as up to date as possible, but we cannot guarantee that the information on the Website is accurate at all times and we reserve the right to amend the information at any time without prior notice to you. No information on the Website constitutes an offer to you by Favourite Fotos or any third party of any nature.
6.5. You also agree that the information, Images and Other Materials appearing on the Website are provided for your information purposes only and are not intended to address your particular requirements. You should not rely upon any information, ideas, Other Materials or Images contained on the Website when making any decision or taking any action (or when refraining from doing so).
6.6. You also agree that Favourite Fotos will not be liable for any direct, indirect or consequential loss arising from the access or use of the Website or the Images or use of other material on the internet via web links from this Website. For the avoidance of doubt, where you use this Website for business or commercial purposes Favourite Fotos will not be liable for any loss of business, profits, contracts, goodwill and/or any other economic loss.
6.7. You must ensure that any software, Images or any other information or material downloaded from this Website or from the internet is suitable for use on your computer and that it is free from viruses. It is solely you responsibility to virus check any software, Images or any Other Material loaded from the Website and to check it is compatible with your computer. We can accept no responsibility for any damages caused to you or to any third parties by any software, Images or Other Material which you download from this Website.
Third Party product, services and websites
7.1. The Website may, from time to time, contain links to third party products, services and websites and it is possible that third party websites also link to the Site. Favourite Fotos do not warrant, and are not responsible for, the quality or availability of such product, services or websites and do not endorse or accept any responsibility for the content or use of that third party website, products or services.
7.2. We are not responsible for the content of products and services offered by, or any other matters (including, but not limited to, the privacy of your information) relating to, any linked third party website. Any claim relating to any third party product or service must be made to the provider of the third party product, service or website.
7.3. Hypertext links within this Website may cause you to leave the Website and access other websites not under the control of Favourite Fotos. We do not monitor the content of third party websites and any links provided on the Website are for your convenience only. We make no representation or warranty as to the content of such third party websites. We exclude all liability for any third party material made available on the Website or contained on any third party website that it links to. Any contract concluded with a third party company will be between you and that company only and will be subject to their terms and conditions.
Indemnity
8.1. You agree to indemnify and hold Favourite Fotos and any of our officers, employees and agents harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arsing from your use of, or conduct on, the Website and/or breach of these Terms.
Termination
9.1. Favourite Fotos may terminate the provision of the Website or restrict your access to the Website or any account or registration without any prior notice to you where (by way of example and without limitation):
9.2. There is a regulatory or statutory change limiting our ability to provide the Website;
9.3. Any event beyond our reasonable control prevents us from continuing to provide a Website (for example, without limitation technical difficulties, capacity problems and communications failures); or
9.4. Favourite Fotos consider, in our sole discretion, that you are abusing the services provided by the Website or are otherwise acting in breach of these Terms.
Favourites Fotos Limited Registered Office Field View, Brickhouse Lane, Bromsgrove, Worcestershire, B60 4LX. Company No: 5110308
Favourite Fotos Ltd is a member of the British Association of Picture Libraries and Agencies. (BAPLA)
As a Photographer or supplier of images please refer to the Supplier Agreement detailed below.
As a Buyer please refer to the Buyer Agreement detailed below.
The following terms and conditions (the "Terms") set out the rights and obligations of you (the "Supplier") and us Favourites Fotos Limited ("Favourite Fotos") whose place of business is , 38 The Chubb Building, Chubb Street, Wolverhampton WV1 1HT
Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:- "Effective Date" means the date on which Favourites Fotos Limited registers you as a Supplier; "Favourites Fotos Image Library" means the database of Images owned and administered by Favourites Fotos which may be viewed by visiting www.britishimages.co.uk or www.britishimagesonline.co.uk; "Image" means any photograph, image, drawing or other pictorial representation submitted to Favourites Fotos by the Supplier for entry into the Favourites Fotos Image Library; "Intellectual Property Rights" means all patents, unpatented inventions, design rights, copyright, moral rights, rights in databases, topography rights, trade marks, service marks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same; “Service” means the inclusion of the Image or Images by Favourites Fotos in the Favourites Fotos Image Library with a view to selling that Image or those Images on behalf of the Supplier; "Supplier" means the individual who supplies an Image to Favourite Fotos for entry onto the Favourite Fotos Image Library; “Website” means the website located at URL http://www.britishimages.co.uk and www.britishimagesonline.co.uk which is owned and administered by Favourite Fotos.
1.2 In this Agreement:-
1.2.1 headings are included for convenience only and shall not affect the construction of this Agreement;
1.2.2 the expressions " Favourites Fotos " and "Supplier" shall include (where appropriate) their successors in title and permitted assigns; and
1.2.3 references to "Clauses" are, unless otherwise expressly stated, references to the clauses of this Agreement and references to the "parties" or a "party" are references to a party or the parties to this Agreement.
Licence
2 The Supplier hereby grants to Favourites Fotos and Favourites Fotos hereby accepts a non-exclusive and transferable licence to display the Image or Images on the Website anywhere in the world and the Supplier further agrees that Favourite Fotos have the right to agree the terms and manner of the use of the Images with third parties on behalf of the Supplier.
Supplier's Undertakings
The Supplier hereby undertakes and agrees as follows:-
3.1 Not, without the express prior written consent of Favourites Fotos, to disclose the Supplier's username or password(s), nor make them available in any way to any third party and to use best endeavours to prevent any unauthorised disclosure of the Suplliers username or password(s). For the avoidance of doubt if the username and password are disclosed to any unauthorised third party then Favourite Fotos may, at its absolute discretion, terminate this Agreement forthwith with the Supplier in accordance with clause 10.
3.2 That the Supplier is responsible for all Images submitted to Favourites Fotos made using the Supplier's username and password(s) whether or not use is made by the Supplier or by a third party using such usernames and passwords;
3.3 The Supplier will not:-
3.3.1 use the Favourites Fotos Image Library for any immoral or unlawful purpose; or
3.3.2 in any way interfere with or interrupt the normal operation of the Favourites Fotos Image Library or the Website.
3.3.3 refer or link by means of captions, keywords, hyperlinks, credits or any other means to other photographic sites without the prior written consent of Favourites Fotos.
3.4 that all information which may be inputted into the caption box associated with an Image shall be true, be a description of and accurately describe the Image with which the caption box is associated and contain nothing which is, including but not limited to, defamatory, obscene, threatening, racist, pornographic, immoral, unlawful or misleading.
Warranty
4.1 Favourites Fotos warrants that it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
4.2 Notwithstanding anything contained in this Clause 4 Favourites Fotos does not warrant that the Service or Website will meet the Supplier’s requirements or be fit for a particular purpose, nor that the operation of the Favourites Fotos Image Library or the Website will be error free or uninterrupted or that all defects will be corrected.
4.3 Favourite Fotos does not guarantee that any Images entered on to the Favourite Fotos Image Library will be sold or purchased or guarantee that any income or fee will be generated by the Image.
4.4 The Supplier warrants that:-
4.4.1 it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
4.4.2 it owns all Intellectual Property Rights in the Images and licensing of such rights to Favourite Fotos shall not infringe any third party Intellectual Property Rights or any rights to privacy;
4.4.3 the Images do not contain anything which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful, false or misleading and do not contain any data which contains viruses or is corrupted and do not infringe the Intellectual Property Rights of any person or render Favourites Fotos liable for any proceedings whatsoever; and
4.4.4 each Image complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom or in any other territory where the Image is to be shown and directed to the residents of that territory.
Favourites Fotos absolute right to reject Images
5.1 Favourites Fotos Limited may, at its absolute discretion, without prejudice to the Supplier warranties contained in Clause 4, refuse to include any Image in the Favourites Fotos Image Library so as:
5.1.1 to comply with any legal or moral obligations placed on Favourites Fotos or the Supplier; and/or
5.1.2 to avoid infringing any third party’s rights (including without limitation Intellectual Property Rights and rights to privacy).
5.2 Favourites Fotos Limited has the right, at its absolute discretion, to decline to publish, to omit, suspend or cancel any Image or to remove any Image from the Favourites Fotos Image Library.
5.3 The Supplier acknowledges that Favourites Fotos has not made any guarantees with respect to usage statistics for the Image.
Fees
6.1 Where Favourites Fotos arranges the sale of an Image (which is not guaranteed) then within 30 days of Favourites Fotos receiving payment from the purchaser, in cleared funds, in respect of the sold Images the Supplier will be paid by Favourites Fotos a relevant proportion of the sale fee,
6.2 Unless otherwise agreed in writing by the parties this Agreement will automatically terminate in the event that the Supplier does not receive the proportion of the sale fee referred to in Clause 6.1 above within 30 days of such payment falling due to the Supplier by Favourite Fotos.
6.3 Favourites Fotos Limited shall pay the Supplier by cheque unless otherwise agreed in writing between the parties. Such cheque shall be sent, at the Supplier’s risk, to the last postal address notified by the Supplier to Favourites Fotos.
Provision of Image
7.1 The Supplier will provide all Images (and required metadata) in accordance with any instructions, technical requirements and other specifications of Favourites Fotos from time to time, including (without limitation) the manner of transmission to Favourites Fotos. Favourites Fotos will not be required to publish any Image that has not been received in accordance with any such instructions, requirements and specifications and Favourites Fotos will not be liable for the loss or corruption of any materials provided by the Supplier, which the Supplier warrants that it has retained in sufficient quality and quantity for whatever purpose.
Indemnity
8.1 The Supplier agrees promptly and fully to indemnify Favourites Fotos and its employees, officers, agents, and directors and hold them harmless from and against any and all expenses, damages, liabilities, claims, costs and losses of any kind (including reasonable legal fees and costs) suffered or incurred by Favourites Fotos or any of its employees, officers, agents and directors in connection with any claims, proceedings, demands or actions (actual or threatened), of any kind including, without limitation, any claim for Intellectual Property Right infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, arising from any Image and/or any material of the Supplier or arising as a result of any breach or non-performance of any of its representations, warranties, obligations or other terms contained in this Agreement or implied by law.
8.2 For the avoidance of doubt Favourites Fotos shall not be liable for any breach by the Supplier of the warranties set out in Clause 4 and the Supplier hereby agrees to indemnify Favourites Fotos from and against any and all claims, liabilities, damages, actions, proceedings (including reasonable legal fees and expenses) that may be suffered or incurred by Favourites Fotos which arise out of or in connection with such a breach.
Limitation of Liability
9.2 In no event will Favourites Fotos be liable for any costs, claims, demands, expenses and/or damages arising out of or in connection with the content of the Images.
9.3 Notwithstanding liability for death or personal injury caused by negligence Favourites Fotos will in no event be responsible for any direct, indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Agreement or as a result of Favourites Fotos Limited negligence or otherwise, even if such loss was reasonably foreseeable or Favourites Fotos Limited had been advised to the possibility of the Supplier incurring the same, and such liability is hereby excluded to the fullest extent permitted by law.
9.4 The Supplier acknowledges that the Website and the Favourites Fotos Image Library operates in an Internet based and continually developing environment. Further, the Supplier agrees that owing to the nature of the Internet and its interconnected systems, problems such as, but not limited to, outages, link failures, power difficulties, telephone outages and network overloads may have an adverse effect on the operation of the Website. While Favourites Fotos will use reasonable endeavours to mitigate, if possible, the negative effect of such problems, Favourites Fotos will in no way be held liable in any manner for loss suffered as a result of any such problems.
9.5 The Supplier agrees that all the limitations and exclusions of liability in favour of Favourites Fotos in this Agreement are reasonable in the circumstances under which the Service is provided.
9.6 The Supplier confirms that neither Favourites Fotos nor any of its representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the service and Favourites Fotos expressly disclaims liability for any profit projections which may have been provided to, or anticipated by, the Supplier.
Term
10.1 The term of this Agreement is three months from the Effective Date and thereafter this Agreement shall automatically renew for successive three month terms. Either party may terminate this Agreement at any time on giving to the other not less than 30 days written notice.
10.2 Either party may, by written notice to the other, terminate this Agreement with immediate effect if the other party commits a material breach of this Agreement and, in the case of a remediable breach, fails to remedy the same within five days of receipt of a notice from the non-breaching party requiring remedy of such breach.
No Assignment
11.1 The Supplier may not resell, assign, transfer, encumber or otherwise dispose of or subcontract or otherwise deal with any of its rights or obligations hereunder without the express prior written consent of Favourites Fotos and any attempt to do so will entitle Favourites Fotos to terminate this Agreement forthwith without prejudice to Favourites Fotos other rights and remedies.
No Partnership
12.1 Nothing in this Agreement shall or shall be deemed to create any partnership or joint venture between the parties hereto. Nothing in this Agreement shall be deemed or construed to confer authority on the Supplier or any of its officers or employees to act as an agent or legal representative of Favourites Fotos for any reason whatsoever and the Supplier is in no way hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of Favourites Fotos or to bind Favourites Fotos in any manner whatsoever.
Notices
13.1 All notices shall be made in writing and sent by prepaid first class post, by facsimile, e-mail or delivered by hand to the address of the recipient party set out in this Agreement (or to such other address as each party may from time to time notify in writing to the other party). Any notice served by facsimile or e-mail shall be deemed served at the time of transmission provided that a confirmatory receipt of transmission has been made and provided that if any such notice would otherwise be deemed to be served outside working hours on the next business day. Any notice served by post shall be deemed to be served two business days after the date of posting and any notice delivered by hand, upon delivery.
Waiver
14.1 No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of those provisions shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Agreement or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Agreement.
Severability
15.1 If any one or more of the provisions contained in this Agreement shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Further Assurance
16.1 The Supplier agrees to execute and deliver to Favourites Fotos Limited as appropriate all such other documents, assurances and acts as may be reasonably necessary to fulfil the provisions of this Agreement or to carry into effect the intentions of the parties as expressed herein.
Force Majeure
17.1 Neither party shall be liable to the other party for any breach or non-performance of its obligations under this Agreement arising from any event beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
Entire Agreement
18.1 These Terms, and the accompanying Terms and Conditions of Use and Privacy Policy, set out the entire agreement and understanding between the parties and supersede all previous agreements, arrangements, understandings and commitments and the Supplier confirms that it is not accepting the terms and conditions of this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Agreement (save that no liability for fraudulent misrepresentation is excluded by this provision).
Third Party Rights
19.1 No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Proper law and jurisdiction
22.1 This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.
The following terms and conditions ("the Terms") together with the relevant Specification set out the Terms on which the Image(s) is licensed to you (the “Purchaser”) by Favourites Fotos Limited acting as agent for the Supplier.
Definitions and Interpretation
1.1 "Favourites Fotos " means Favourites Fotos Limited, 38 The Chubb Building, Chubb Street, Wolverhampton, WV1 1TH "Favourites Fotos Image Library" means the database of Images administered by Favourites Fotos which may be viewed and purchased by visiting the British Images Website at www.britishimages.co.uk and www.britishimagesonline.co.uk (the "Website") “Fees” means the Fees, set out on the Website, payable by the Purchaser to Favourites Fotos Limited for the Images in accordance with Clause 5 and as more particularly described in the Specification at clause 3; “Image” means any photograph, image, drawing or other pictorial representation supplied to Favourite Fotos by the Supplier and which forms part of the Favourites Fotos Image Library; “Specification” means the Royalty Free licence specification in relation to an Image or Images as set out in term 3. "Supplier" means the owner of the Image or Images which are supplied to Favourite Fotos in order for Favourite Fotos to place the Images on the Website for purchase;
1.2 In this Licence:
1.2.1 headings are included for convenience only and shall not affect the construction of this Licence;
1.2.2 references to “Clauses” are, unless otherwise expressly stated, references to the clauses of this Licence and references to the “parties” or a “party” are reference to a party or the parties to this Licence.
Grant
2.1 In consideration of and subject to the payment by the Purchaser of the Fees and the performance by the Purchaser of all the obligations set out in this Licence, Favourite Fotos hereby grants to the Purchaser a non-exclusive, non-transferable and revocable right to reproduce and use the Image(s) in accordance with the Specification and the Terms of this Licence.
2.2 This Licence is personal to the Purchaser and the Purchaser may not further sub-license, sub-contract, assign or otherwise deal with any of its rights under this Licence.
Specification
3.1 A royalty-free license is hereby granted to the Purchaser by Favourite Fotos on a non-exclusive, non transferable and revocable basis for the use of the selected Images by the Purchaser for a one-time flat Fee. Once an Image has been purchased , it is pre-cleared and ready to use in a variety of ways including, but not limited to, advertising, brochures, packaging, websites and multimedia projects. The license also allows you to alter an image and create unique works of your own which incorporate the Image. For the avoidance of doubt if an Image is used in a manner which the Supplier or Favourite Fotos reasonably believe is unsuitable then this licence may be terminated in accordance with clause 7.
Purchaser's Undertakings
4.1 The Purchaser shall:
4.2 use the Image solely in accordance with the Specification and these Terms;
4.3 not permit any third party to use the Image for any purpose whatsoever; and
4.4 promptly notify Favourites Fotos , in writing, of any actual, threatened or suspected action by any third party or parties which may constitute or is likely to constitute an infringement of any rights in the Image.
Payment
5.1 The Purchaser will pay to Favourites Fotos Limited the Fee, as set out on the Website, for the grant of this Licence including VAT (where applicable).
5.2 Images may not be used by the Purchaser until payment has been received by Favourites Fotos Limited in cleared funds.
5.3 In the event of any failure by the Purchaser to make payment, the Purchaser will be responsible for all expenses (including legal fees) incurred by Favourites Fotos Limited in recovering such payment
Limitation of Liability
6.1 Save in respect of liability for death or personal injury arising as a result of Favourite Fotos negligence, the Favourite Fotos 's total aggregate liability howsoever arising under or in connection with this Licence, shall not exceed the total of the amounts paid and payable by the Purchaser under this Licence.
6.2 In no event will Favourite Fotos be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Licence.
Termination
7.1 Favourite Fotos may at it sole discretion terminate this licence and any access to the Website or any account or registration without any prior notice to the Purchaser where Favourite Fotos believe, in its sole discretion, that the Purchaser is abusing the services provided by the Website or there is a breach by the Purchaser of any provision in this licence.
Entire Agreement
8.1 This Licence together with the Favourite Fotos Privacy Policy and the Terms and Conditions of Use set out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Purchaser confirms that it is not placing the Specification or accepting this Licence or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Licence (save that no liability for fraudulent misrepresentation is excluded by this provision).
No Partnership
9.1 Nothing in this Licence shall or shall be deemed to create any partnership or joint venture between Favourite Fotos or the Purchaser. Nothing in this Licence shall be deemed or construed to constitute either party or any of its officers or employees the agent or legal representative of the other party for any reason whatsoever except only as and to the extent specifically stated in this Licence and, except as so stated, neither party is hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.
Waiver
10.1 No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Licence or of any breach of or default by the other party in performing any of those provision shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Licence or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Licence.
Severability
11.1 If any one or more of the provisions contained in this Licence shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Licence shall not in any way be affected or impaired thereby.
Force Majeure
12.1 Neither party shall be liable to the other party for any breach or non-performance of it obligations under this Licence arising from any event beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
Law and Jurisdiction
13.1 This Licence and the Specification are governed and shall be construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.