1. These are the terms and conditions of what shall be deemed to represent a contract between The Jourdan Agency Limited ("the Agency") and the Client.
2. The term Material refers to any and all written material (including but not limited to features, news stories and information) and any and all photographs and images offered or delivered by the Agency to the Client for the purposes of publication.
3. Material will be delivered (whether electronically, by facsimile, courier or post) by the Agency to the Client. This Material may not be reproduced, distributed or used in any manner or form without the express written permission of the Agency. Any Material reproduced, distributed or used by the Client without written permission of the Agency shall be subject to the payment by the Client of all reasonable fees that would have been charged by the Agency for such reproduction, distribution or use.
4. If a licence is granted for the reproduction of the material (whether for consideration or not), it shall permit the Client to reproduce in print only the Material on one occasion only in one publication (publication date to be specified by the Client prior to any licence being granted) and in a single country or territory. For magazine publications, the Agency guarantees exclusive use for thirty days starting from bookstall publication date of the magazine. For newspapers, exclusive use shall be seven days from bookstand publication date of the newspaper. For any other entities wishing to publish the material (such as a publisher on the World Wide Web), a unique licence will need to be negotiated.
5. Payment for any licence granted by the Agency to the Client must be received by the Agency within 30 days of invoice, after which time the Agency shall be entitled to charge reasonable interest on the late payment and/or to terminate any licence granted.
6. Any and all rights or licences over the Material granted by the Agency to the Client are granted only to the Client and on the express understanding they the said rights or licences may not be assigned or licensed to a third party without the express written permission of the Agency. In addition, the Client agrees not to transfer, loan, copy, store (whether electronically or otherwise), syndicate, licence (whether as an individual piece of work, or as part of a larger collection of material over which the Agency or its licensors may not have rights) or transmit the Material to any third party, nor to publish (without the express written agreement of the Agency) the Material on the World Wide Web.
7. When a licence or right over the Material is granted by the Agency to the Client, the Client shall publish the Material with a byline identifying the writer of the Material. The Agency may also at its discretion request that the Agency is credited alongside the writer.
8. Whilst the Agency and/or its suppliers shall use all reasonable endeavours to ensure that the Material supplied to the Client will not violate the copyright of any third party and will not defame or libel any person, the Agency shall not be liable for any loss or damage suffered by the Client or by any third party arising from the use of any or all of the Material.
9. The Client will indemnify and keep the Agency fully and effectively indemnified against any costs, claims, damages actions, expenses, losses and liabilities of whatsoever nature arising out of or in connection with the use and reproduction of the Material.
10. The Agency reserves the right to bring any action, with or without recourse to the Client, to protect copyright in the Material and damages recovered pursuant to that action shall be retained by the Agency.
11. Bank charges for all payments due to the Agency by any method shall be borne by the Client and all taxes, VAT and/or other duties relating to any payments due to the Agency from the Client shall be borne by the Client.
12. The client must deliver up to the Agency one free copy of the publication containing any Material supplied/licensed by the Agency to the Client within 10 days of publication (all costs in so doing to be borne by the Client).
13. In the event that there shall be a final adjudication that any provisions or provision of this Agreement is, are or shall be invalid, illegal or contrary to public policy such adjudication shall not affect any of the other provisions of this Agreement which other provisions shall continue in full force and effect.
14. This Agreement shall be governed by and be construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.