SPECIES ENTERPRISES LIMITED
The following Terms and Conditions comprise an enforceable legal agreement between Species Enterprises Limited (“we”, “us”) and you in relation to our appointment by you as agent to license to third parties Content (as defined below) supplied by you to us (“the/this Agreement”). You will be required to click where indicated below to indicate your acceptance of these Terms and Conditions and this Agreement before you can upload any Content. By so doing, you confirm that you are at least 18 years of age and that you have read these Terms and Conditions. These Terms and Conditions, and the Agreement, which may be amended by us from time to time and details of which will then be posted on this site, constitute our entire agreement with you. You should therefore check back on this site for any such changes, from time to time. If you disagree with any of these Terms and Conditions or this Agreement or if there is any matter that you are not prepared to accept then you must stop using this site and terminate any proposed transaction with us. Your completion of any transaction will constitute conclusive acceptance by you of all these Terms and Conditions. The operation of this site is subject also to the Privacy Policy reproduced below. You may not reproduce or use this website or any part of it for any commercial purpose without our express prior written consent.
We may use third parties to provide certain services, to which you may link from Our Website. Those third parties may have their own terms and conditions of use, to which you will then be subject in addition to these Terms and Conditions, and this Agreement. We are not responsible for third parties’ terms and conditions, nor for the content or any other aspect of any third party website, nor for any consequences of your visiting any third party website.
Contributor Terms & Conditions
1. DEFINITIONS
In these Terms and Conditions:
(a) “The brackenbury-village Service” means any or all of the online services that we offer and provide, including all related technology, processes and materials that are used to such services.
(b) “Content” means any Image, audio recording, audio-visual recording, sounds, film or moving images, text, story, article, blog, e-book, audio-book or similar content or any of them or any combination of the foregoing. “Your Content” means Content that has been contributed by you.
(c) “Image” means a photograph, picture, drawing, illustration, clipart, font, graphic, composite or other pictographic representation.
(d) “Product(s)” means (a) physical product(s) or item(s) of merchandise reproducing an item or items of Your Content.
(e) “Our Website(s)” means the web site(s) located at the domain name brackenbury-village.com and at such other domains or subdomain names as may be used by us from time to time to identify web sites on which we offer the brackenbury-village Service in whole or part. Where the context admits, “Our Website” includes also your own website to the extent (if any) that by arrangement with us, and hosted by us, your website offers Your Content for sale upon these same (or substantially the same) Terms and Conditions.
(f) “Commercial Use” means the full and unrestricted commercial licensing and usage of an item of Your Content in accordance with these Terms and Conditions for use in the brackenbury-village Service by clicking / selecting as appropriate in the relevant section of Our Website.
(g) “Editorial Use” means the use of an item of Your Content in accordance with these Terms and Conditions and (by clicking / selecting as appropriate in the relevant section of Our Website) for editorial (e.g. news and current affairs reporting) purposes only via legitimate mass media to a large, anonymous audience.
(h) "Seller" means any person or entity who or which opens and maintains an account with us in connection with the uploading and supply to us of Content or on whose behalf acting as agent, wholesaler and/or retailer we offer for sale products and services.
(i) "Buyer” means any third party to whom a Licence of Your Content is or is proposed to be granted by us on your behalf and/or to whom any Product or service offered via Our Website is supplied.
(j) “Term” means the period commencing upon the date on which My Account with us is activated and continuing until the expiry of either one (1) month’s notice of termination given by us to you or six (6) months’ notice of termination given by you to us, subject and without prejudice to any rights of earlier termination contained in these Terms and Conditions.
(k) "Our Database(s)" means one or more digital libraries or catalogues of Content maintained and accessible via The brackenbury-village Service and/or Our Website.
(l) "Licence Fee" means a sum of money actually received by us from a Buyer in respect of the licensing by us on your behalf of Content, whether a single payment or a series of payments including but not limited to a royalty payment.
(m) "Gross Licence Fee" means the gross amount of the Licence Fee inclusive of Value Added Tax (VAT) or other sales taxes.
(n) “Net Licence Fee” means the Gross Licence Fee exclusive of (i) Value Added Tax (VAT) or other sales taxes and duties, (ii) credit card transaction and electronic commerce processing fees, (iii) charges and/or commissions payable to or retainable by unaffiliated third parties in connection with transactions relating to Your Content, (iv) Buyer discounts and/or credits, including without limitation on account of errors in billing or transmission, if any, (v) commissions, fees and/or shares of income retainable by proprietors, operators or controllers of third party websites authorised by us to effect delivery of Your Content and (vi) in the case of Your Content comprising music, where applicable, MCPS / PRS fees or the fees of other applicable collection societies.
(o) "Commission" means in each case forty per cent (40%) of the Net Licence Fee, which will be payable to and retainable by us in accordance with these Terms and Conditions.
(p) "Cleared Funds" means monies deposited in our bank account, which have been cleared by our bank and are available for payment by us out of that account without resort to any overdraft, borrowing or other facility.
(q) "Model Release" means a written document of release signed by or on behalf of any living person or the estate of a deceased person or (as the case may be) the representative of a minor whose likeness is incorporated in whole or in part in any Image.
(r) "Property Release" means a written document of release from the owner and/or occupier of any property whose permission is necessary or may be considered desirable in the case of an Image reproducing that property in whole or in part.
(s) "Release" means (where the context admits) a Model Release, a Property Release or any other release of a third party right including without limitation copyright, trade mark or any other intellectual property right, which is necessary or may be considered desirable to obtain in respect of any Content.
(t) “Exploitation Restriction” means a restriction imposed upon you by law, contract, agreement, arrangement or otherwise limiting (whether in terms of time, territory, available media or otherwise) your right to exploit the applicable Content.
(u) Royalty Free (“RF”) in the case of an Image means the Purchase for a single fee or fees of an Image allowing use in accordance with any Royalty Free licences Purchased for use within a single project or campaign. Royalty Free Images may be incorporated by a Buyer in any particular project or campaign (and altered, amended and edited by the Buyer) only during the period of three (3) years from date of Purchase but must then be re-Purchased by the Buyer if altered, amended or edited within an existing project or campaign after that three (3) year period. Royalty Free Images are not licensed for use on consumer merchandise of any kind, such as on T-shirts or other articles of clothing.
(v) “Rights Managed” in the case of an Image means the Purchase of an Image by a Buyer for a single use only in accordance with specific terms agreed with the Buyer as to (for example, and without limitation) permitted media, territory and duration and subject to Reserved Rights (if any).
(w) “Exclusive Use” in the case of an Image Purchased by a Buyer means our agreement (but only if specifically so stated in our acceptance of the Buyer’s order, and then only for the period of time and/or territory agreed by us) to withdraw that Image from subsequent sale to third parties. Notwithstanding the normal definition of the word “exclusive”, we do not warrant, represent or guarantee that any such Image has not previously been sold or licensed to a third party or parties, or that such Image may not then be in current use by a third party or parties.
2. CREATING YOUR ACCOUNT
(a) In order to become a Seller, you must be at least eighteen (18) years of age and you must open an account (“My Account”) with us via our online registration process (“Register”), or by requesting that an account be opened for you via email, telephone, fax, letter or in person with an brackenbury-village representative. This will require you supply your name, address and bank account details (if applicable) to enable us to make payments to you. You may modify your Register details on-line and any new details supplied will apply from the time that such details appear in My Account. Only Sellers are entitled to upload Content and use certain of the brackenbury-village Service and Our Website. In any event, by using My Account you automatically accept these Terms and Conditions.
(b) You warrant and represent that all personal, contact and payment information that you supply to us is true, accurate and complete, and that you will notify us immediately if any of this information changes.
(c) If you open an account with us, you will be required to select a password. You will be solely responsible for all uses of your password, including, without limitation, any unauthorised use of your password by any third party. You must notify us immediately if you believe that the integrity and security of your password has been compromised in any way, and/or if you become aware any other breach or attempted breach of security of our website and/or of the brackenbury-village Service.
(d) The Register form comprises part of this Agreement.
3. GRANT OF RIGHTS
(a) By opening an account with us, subject as provided below you hereby grant to us the right and licence to grant on your behalf during the Term licences to Buyers via the brackenbury-village Service to use Your Content or any part(s) thereof by means of (as selected by you) Commercial Use and/or Editorial Use. You are solely responsible for the choice and assignment (an) appropriate category/ies and/or for ticking the appropriate boxes that indicate in each case the rights that you are granting and the categories in which you agree to the licensing and use of Your Content (including without limitation whether Royalty Free, Rights Managed and/or Exclusive Use) Buyers will be fully entitled to rely on those choices as selected by you. In respect of Your Content which comprises Images, our rights hereunder are non-exclusive (which then entitles you also to sell and distribute that Content in any other way you wish) unless otherwise agreed by us and you. In respect of all other types of Your Content, our rights, insofar as online provision and supply are concerned, are exclusive (this includes for that purpose Images which are ancillary to such Content and do not comprise the main Content themselves, such as (without limitation) associated artwork which relates to musical or audio or audio-visual Content).
(b) Subject as herein stated and to any limitations from time to time stated on Our Website, Content may be supplied to us by uploading the same to Our Website, by entry through Web forms, or by sending the same to us in physical formats (such as CD or DVD masters) or via Multimedia Messaging Service (“MMS”), PDA, mobile devices and other such technology. We shall have no responsibility or liability for any failure on our part to receive Content that is sent to us in physical formats, by whatever means, or for Content that is sent to us electronically or digitally but fails for whatever reason to reach us in good and usable form. We shall be no obligation to return any disc or other physical media by which you submit Content to us.
(c) You must at all times keep us fully informed of all Exploitation Restrictions affecting Your Content or any of it, including by clicking and entering and/or editing text where appropriate in the applicable field(s) on Our Website
(d) Acceptance of any Content by us will be at our sole and absolute discretion and we shall be entitled without having to give any reason to reject or delete any Content. If we consider that the provision, marketing, sale, exploitation or use of any of Your Content does, will or might breach or contravene this Agreement or any of these Terms and Conditions or any law, regulation or ruling, and/or does, will or might infringe the copyright, trademark, rights of privacy or other proprietary or intellectual property rights of any third party or be obscene, defamatory or illegal, or otherwise fail to meet the standards of the brackenbury-village Service, or is notsufficiently marketable or is unsuitable for any other reason then we may discontinue the provision and supply of that particular Content and (if applicable) cancel any third party order for such Content without any liability to you or to any third party, whether financial or otherwise.
(e) We shall have the right during the Term to rename and/or to encode any files and data / metadata comprising Your Content and to remove references to any third parties including without limitation references to third party websites, services, goods, products and businesses.
(f) We shall have the right to link Our Website and Your Content to social networking sites, such as MySpace, Facebook and similar sites (whether or not now in existence). Subject as provided in Clause 11(b) below, you agree to abide by and to comply with the terms and conditions of those sites.
(g) To facilitate the linking and proliferation of Your Content, we shall have the right to include Your Content to the extent that the same comprises Images (whether as the primary Content or ancillary to other primary Content (for example, and without limitation audio or musical Content) in RSS feeds, mobile devices, MMS, posters, flyers, social bookmarking services and other media.
4. RIGHTS
We are granted the following rights by you:
(a) to transfer all Your Content as contributed by you to one or more of Our Databases and to store Your Content in Our Databases;
(b) on your behalf to license Your Content to Buyers for such licence fees as we may from time to time determine. The Fees and Licensingsection of Our Website provides a guide and a rough (non-binding) estimate for illustration purposes only of possible licensing fees for different uses, which may be changed by us from time to time by notice posted on Our Website;
(c) to deduct and retain our Commission and to remit the balance of Net Licence Fees represented by Cleared Funds to you in accordance with the method of transfer specified at Register [and shown on the My Account page]. This may include payment by cheque, direct bank transfer or other means.
(d) from time to time, we may license Your Content in bulk and/or on a subscription basis and/or at specially negotiated and reduced rates. Payments to you in respect of such licensing will be calculated on a pro rata basis having regard to the total amount of Your Content as a proportion of the total Content accessed by the relevant licensee. By way of example only, if we license for a single licence fee fifty (50) downloads of items of Content to a Buyer of which ten (10) are items of Your Content, you will be entitled to 10/50 x sixty per cent (60%) of the total net fee paid by that Buyer for bulk licence.
(e) to use all Your Content without charge and without the need for prior consent in any and all media and formats, including without limitation in print and other offline or online media, in or for the promotion and marketing of Content, Our Website and/or the brackenbury-village Service. Unless you notify us of your election to opt out of this specific use, we may also use Your Content without charge to help promote registered charities and other good causes. Where Content is used to promote us, Our Website and/or the brackenbury-village Service we shall endeavour to include a credit for you where commercially reasonable and customary to do so, but we shall not be liable for any failure for whatever reason to procure such a credit.
(f) to offer discounts or special promotions to Buyers to induce them to become Sellers and/or to purchase Content, without having to seek your prior consent.
(g) subject to the regulations of any applicable industry collection societies, to stream and/or broadcast Your Content on to any internet television mobile or other channels and services owned and/or operated by us or by any parent, associated, affiliated or subsidiary company of ours free of charge. You hereby grant us a royalty-free, worldwide, non-exclusive licence for that purpose.
5. YOUR GENERAL RESPONSIBILITIES AND OBLIGATIONS
(a) You are bound by and must comply with all of these Terms and Conditions and this Agreement and all applicable laws and regulations whenever you use the brackenbury-village Service, whether you become a Seller or just visit Our Website to browse and/or use any free services.
(b) All Content must comply with all of our technical specifications as to quality, content and other criteria as set out on Our Website at the time of its submission. The default upload format may vary but you will ensure the highest quality images are available should they be required. We reserve the right to delete any Content that fails to comply with any of those specifications and criteria, without compensation.
(c) You will not use the brackenbury-village Service to post, create, market or sell any Content that either (i) infringes the rights of any third party, including, without limitation, any copyright, trademark, patent or right of privacy or (ii) is defamatory or (iii) contains explicitly sexual content (including nudity), or (iv) offends any ethnic, racial, gender, religious or other group through use of language, images or otherwise, or (v) harasses, threatens or abuses others, or (vi) exploits minors, or (vii) encourages or promotes the use of drugs or (viii) is otherwise offensive or in bad taste.
(d) You will not directly or indirectly (i) seek to interfere with the brackenbury-village Service by employing any virus or other program or technology to disrupt or damage any software or hardware, or (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the brackenbury-village Service, (iii) employ a robot, spider or any other device or process to monitor the activity on or copy pages from Our Website, (iv) collect information (including without limitation electronic mail addresses) from third parties by using the brackenbury-village Service or (v) prejudice or interfere with any third party's ability to use the brackenbury-village Service.
(e) Any breach or attempted breach by you of this Clause 5 will automatically terminate your status as a Seller and your right to use the brackenbury-village Service, without prejudice to our other rights.
(f) Subject to applicable data protection legislation (including without limitation The Data Protection Act 1998 as the same may be modified, altered or re-enacted), we may from time to time at our discretion provide you with information relating to Buyers who buy Your Content. This information may include the names and addresses of such Buyers. You may use this information only for your own internal purposes and in no circumstances may you share or sell any of this information to any third party nor use it to market or advertise any goods, products or services, including (without limitation) Your Content.
(g) You accept that we are under no duty or obligation to investigate or check the integrity or status or the financial or other position of any Buyer expressing an interest in licensing Your Content. In the event of any breach or alleged breach of any licence by a Buyer and/or any other infringement or alleged infringement of any intellectual property or other rights in any of Your Content, you will be solely responsible for taking action against the Buyer and/or any other third party/ies, and our sole obligation will be (subject to any restrictions imposed by data protection legislation) to supply you with such information as we may possess in relation to that Buyer or third party and, at your sole expense, to provide a written statement evidencing the terms of the contract entered into. You agree to indemnify us fully from and against all costs, expenses, claims, demands, losses and liabilities (including legal fees on an indemnity basis) suffered or incurred by us as a result of or in relation to any such action.
6. PAYMENT AND ACCOUNTING
(a) Within thirty (30) days of the end of each calendar quarter we shall provide you online (or at our election via email) a statement showing the transactions in relation to Your Content during that preceding quarter. Statements will be in pounds sterling and will specify (i) details of the licences granted, (ii) the Licence Fees received during that quarter, (iii) the Commission due to us, (iv) the share due to you after the deduction of any debit balance on your account and (v) the date for and the amount of the relevant payment due to you.
(b) Payment for each quarter which sums are due to you will be paid within fourteen (14) days after delivery to you of the applicable online statement.
(c) The exchange rate for any monies received by us other than in pounds sterling will be the rate in effect on the date on which we issue statements. If payment is made to you other than in pounds sterling, the exchange rate will be that prevailing on the date that we make payment to you.
(d) We may recover any sum incorrectly credited to your account and/or any amounts due from you to us for any reason and/or any costs and charges incurred by us but properly payable by you such as (without limitation) any charges from your bank recharged to our payment provider, and any and all other amounts due from you to us, including without limitation a reasonable calculation ad/or estimate of your liability under any indemnity provisions these Terms and Conditions, by debiting your account with us accordingly.
(e) If you are registered for Value Added Tax (VAT) in the United Kingdom, you must at Register make and complete a declaration to that effect. If you are VAT registered, we shall issue self-billing invoices to you in accordance with our self-billing VAT scheme for all taxable supplies (as defined by HM Customs & Excise) made by us to you. Such invoices will include your name, address and VAT number, together with any other relevant details. We shall then add VAT to the amounts payable to you at the prevailing rate of VAT from time to time. If it is subsequently found that you were not VAT registered or failed to provide up to date and accurate details of your VAT status, then you will immediately on demand repay to us any VAT incorrectly paid by us, together with any interest and penalties incurred by us, failing which (without prejudice to our other rights) we may debit any such overpayment to your account. You must immediately notify us of any change in your VAT registered status.
(f) You may at any time during the Term or within twelve (12) months thereafter by prior appointment following not less than twenty eight (28) days’ prior written notice to us appoint a duly qualified accountant or professional auditor to inspect those of our books and records of account at our principal place of business in the United Kingdom or (at our election) at the offices of our auditors as may be necessary to enable you to verify the accuracy of our accounting. Such inspection will be made at your sole expense provided however that if an acknowledged underpayment to you of ten per cent (10%) or more of the total sum properly payable to you for the entire audited period or two thousand five hundred pounds (£2,500) (whichever is greater) is found in the said books and records the reasonable and proper professional expenses of such inspection will be reimbursed by us excluding travel accommodation and subsistence expenses in any event. All acknowledged underpayments to you will be made good by us upon settlement of the audit claim.
7. WARRANTIES AND REPRESENTATIONS
You hereby warrant, represent and undertake to us as follows:
(a) that subject only to any Exploitation Restrictions notified to us as provided above you are the sole owner and controller of the copyright and all other rights in and to all items of Your Content; without limiting the generality of the foregoing at the time of supply to us of each item of Your Content you will have (where applicable, and as the case may be) (i) in the case of Content comprising Images all necessary signed and valid Model Releases and Property Releases, (ii) in the case of Content comprising sound and/or visual recordings and/or music, signed and valid licences, clearances and permissions from all artists, musicians, vocalists, performers, producers, engineers, songwriters, publishers and other participants in or contributors to such sound and/or visual recordings and/or music and/or all other third parties having any interest therein such as (without limitation) unions and collective bargaining organisations and (iii) in the case of all other Content signed and valid licences, Releases, clearances and permissions from all contributors, participants and other third parties having any interest therein;
(b) that at our request you will supply us with the original or a properly certified copy of each Model Release, Property Release, other Release, licence, clearance and permission;
(c) that subject only to any Exploitation Restrictions notified by you to us as provided above there is and will be no restriction, obstacle or impediment against our ability and entitlement to license all of Your Content without restriction in any and all media, channels and forms of use whether now known or unknown;
(d) that without limiting the generality of the foregoing, other party’s permission is required for you to enter into and perform this Agreement or for us to supply the brackenbury-village Service, and that you are fully and lawfully entitled to supply all Your Content to us free from any claims by third parties;
(e) that all information that you provide to us by any means will be true, complete and accurate;
(f) that all information that you provide for display with any Content, including without limitation captions, key words and descriptions does not and will not include information that does not relate directly to the applicable Content, such as (without limitation) rights management information, contact details, web addresses and Uniform Resource Locators (URLs);
(g) that you will comply fully with all these Terms and Conditions, and will abide by all restrictions contained in this Agreement;
(h) that you will not provide us with any Content the supply of which would conflict with any contract, agreement or arrangement that you have entered into with any third party, such as (without limitation) agencies;
(i) that you hereby agree to indemnify save and hold us and our licensees and assigns harmless from any and all damages liabilities costs losses and expenses (including legal costs on a full indemnity basis) arising out of or connected with any claim demand or action which is inconsistent with any of the warranties representations or agreements made by you in this Agreement. You will reimburse us on demand for any payment made by us at any time with respect to any damage liability cost loss or expense to which the foregoing indemnity applies. Pending the determination of any claim demand or action, and without prejudice to our other rights, we may withhold payment of any monies otherwise payable to you hereunder in an amount commensurate with our potential liability thereunder (including legal costs) until such time as such claim demand or action has finally been resolved determined and paid and we have been reimbursed with all out-of-pocket expenditure incurred by us in relation to such claim demand or action.
8. CREDITS
We usually request Buyers who license Content from us for Editorial Use and/or Commercial Use to provide a credit for you and for us. You recognise however that the provision of credits is not always practicable, and therefore we are unable to guarantee the inclusion of any credit in any particular instance. Accordingly we shall not be liable if any of Your Content is utilised without any such credit being given.
9. FAILURE OF SERVICE, LOSS OF CONTENT
Whilst we shall take reasonable steps to minimise the risk of such events happening, you acknowledge the inherent possibility in server provision of so-called ‘downtime’, ‘hacking’, lost transmissions and lost data occurring. You therefore specifically recognise, accept and agree that we shall not be liable for the loss of, damage to or deterioration of any Content or data, nor for any interruption or failure of the brackenbury-village Service or Our Website resulting in any loss of income or opportunity or any other consequential loss whatsoever. You are solely responsible for maintaining original and digital back-up copies of all Content that you supply to us at any time, and you agree at our request at any time to supply replacement digital copies if needed.
10. TERMINATION
(a) You will be entitled to terminate the Term:
(i) by not less than six (6) months’ prior written notice to us to expire on the last day of the relevant month;
(ii) by notice in writing to us if we remain in material breach of any of our obligations under this Agreement for longer than thirty (30) days after receiving written notice from you requiring us to remedy such breach; for the avoidance of doubt, so long as we render an accounting statement no alleged inaccuracy in any such statement will give rise to termination under this sub-clause;
(iii) by notice in writing to us if we enter into insolvent liquidation or cease permanently to carry on the provision of the brackenbury-village Service;
(iv) by notice in writing to us within thirty (30) days after we post on Our Website notice of any material change(s) to these Terms and Conditions.
(b) We shall be entitled to terminate the Term by not less than one (1) month’s prior written notice to you to expire on the last day of the relevant month
(c) Without prejudice to our other rights of termination contained herein, we shall be entitled to terminate the Term immediately by written notice to you if:
(i) you remain in material breach of this Agreement for more than thirty (30) days after receiving written notice from us requiring you to remedy such breach;
(ii) if we discontinue provision of the brackenbury-village Service.
(d) Following termination of the Term for whatever reason, we shall cease licensing Your Content (without prejudice to any licences granted before such termination), we shall continue to account to you in respect of licences granted before termination and we shall delete Your Content from our database when we are no longer under a contractual obligation to supply the same to any Buyer in respect of orders received prior to termination.
(e) Following termination of the Term you will not enter into any contract, agreement, arrangement or disposal which conflicts in any way with any licence of Your Content granted by us during the Term.
11. LIMITATION OF LIABILITY
(a) Whilst we endeavour to ensure that all information on Our Website is up to date and as accurate as possible, to the fullest extent permissible by law we hereby exclude all express and implied warranties including without limitation those as to merchantability, fitness for particular purpose and satisfactory quality. We do not warrant that the brackenbury-village Service will meet your requirements or will operate in the configuration or with the hardware or software that you use.
(b) Any links that we provide to other websites are given on the strict understanding that we do not control those third party sites and so we cannot be responsible for their content or for any consequent loss suffered by you. You hereby waive any and all claims against us in respect of any matters arising from any such links.
(c) To the fullest extent permitted by law, and except as otherwise specifically published on Our Website or as required by lawwe shall not be liable to you as a result of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under any of the specific Terms and Conditions of this Agreement for any loss of profit or for any indirect, special or consequential loss or for any damage, cost, expense or other liability howsoever caused (including by our negligence or that of our officers, servants, agents or otherwise) under or in connection with this Agreement. The foregoing will not preclude any liability or claim for death or bodily injury, nor any claim arising from our wilful default or as a result of gross negligence on our part or on the part of any of our officers servants or agents.
(d) Subject as above, any claim against us must be commenced within twelve (12) months from the date of the alleged breach or negligence and our total liability in respect of any such claim will not exceed the total Commission received by us in respect of Your Content during the twelve (12) month period immediately preceding the alleged breach or negligence.
(e) Each provision of this Clause 11 is a separate limitation. If for any reason any such provision is held to be unreasonable and/or unenforceable then insofar as possible the remainder of this Clause will continue in full force and effect. In any event this Clause 11 will survive the termination of the Term of this Agreement.
12. INTELLECTUAL PROPERTY RIGHTS
(a) We shall solely and exclusively own all intellectual property rights and all other rights, title and interest in and to the brackenbury-village Service and Our Website and you will not acquire any right, title or interest therein, whether under this Agreement, by operation of law or otherwise. In the event that, whether by operation of law or otherwise, you might otherwise acquire any such rights you hereby grant and assign the same to us throughout the world and without charge absolutely.
(b) Subject to our rights under this Agreement, you will retain the underlying ownership of all rights in and to Your Content.
13. MISCELLANEOUS / GENERAL
(a) Neither party will be liable for any delay or failure to perform its respective obligations hereunder arising out of causes beyond their respective control including hut not limited to acts of God, terrorism, acts of civil or military authority, labour disputes including without limitation strikes, fires, riots, war and acts of war, embargoes, acts of government or other civil or military authority, floods, epidemic, quarantine restrictions, unusually severe weather, delays in transportation, shortage or absence of power, fuel, raw materials, labour, tools, equipment or manufacturing facilities.
(b) Nothing herein will have the effect of constituting or will be deemed to give rise to the relationship of a partnership or joint venture between us and you.
(c) The headings used in this Agreement are for convenience and ease of reference only and are not to be considered or relied upon in interpreting or applying the provisions of this Agreement.
(d) All notices hereunder must be in writing and served by first class prepaid recorded delivery or registered post to the respective addresses of the parties shown at the head of this Agreement or subsequently communicated by either party to the other by notice given in conformity with this Clause, or by email to the last known email address of the party to be served. The date of service will be the second business day after such despatch. Wemay also serve notice on you by a display to that effect on Our Website in a reasonably prominent position to which your attention (and that of other Sellers) is drawn.
(e) A waiver by either party of any provision of this Agreement in any instance will not be deemed or construed as a waiver of such provision for the future or any subsequent breach thereof. All remedies rights undertakings obligations and agreements contained in this Agreement are cumulative and none of them will be in limitation of any other remedy right undertaking obligation or agreement of either party.
(f) This Agreement is subject to the laws of England and Wales and to the jurisdiction of the Courts of England. In the event that any provision of this Agreement is unlawful or unenforceable for any reason such provision will be deemed deleted and will not in any way affect the legality and enforceability of the remaining provisions of this Agreement.
(g) All prior understandings and representations between the parties hereto in relation to the subject matter hereof have been merged herein and this Agreement now contains the entire understanding of the parties hereto relating to the subject matter hereof.
(h) We may assign this Agreement, the brackenbury-village Service and/or Our Website to any parent, associated, affiliated, subsidiary or otherwise related company or business, in which event references herein to “us” or “we” or “brackenbury-village” will thenceforth be deemed to refer to the assignee. This Agreement is personal to you and may not be assigned by you in whole or in part without our prior written consent.
(i) No person who is not a party to this Agreement may enforce any term or condition of it. The Contracts (Rights of Third Parties) Act 1999 will not apply.
(j) All proprietary rights of whatever nature in and to the brackenbury-village , logo, trademark, design and other representations thereof are owned by and fully reserved by Species Enterprises Limited throughout the world absolutely.
PRIVACY POLICY
We respect your right to privacy and this statement explains how we handle information about visitors to and users of this website.
In order for us to fulfil the transactions you request and supply you via this website with the Content that you wish to contribute, it is necessary for you to provide us with certain information such as, for example, your name, address, telephone number, email address and website address. This information may be passed by us to any online payment processors.
Save as above, we will not share your personal information with other people or businesses without your prior consent. We are registered under the Data Protection Act 1998 and will comply with the Act and related legislation. You can change the personal information that we hold by writing to us at the address below or through your online account.
Cookies
When you visit this website, a small text file called a cookie is automatically stored on your web browser. This enables us to recognise the information you have given us, such as your user account, and helps us identify those parts of the website that are most applicable to your requirements. This cookie can only be read by this website.
You can change any of the information you have given us at any time, by amending your Account Details.
Promotional Materials
After you have registered your details with this website, and if you have authorised us to do so, we may send you promotional materials by email, such as details of special offers or new products.
If you have any questions or complaints about our implementation of this privacy policy or if you would like your details to be removed from our system, please write to us at:
Species Enterprises Limited
P.O. Box 60814
Hammersmith
London
United Kingdom
W6 9NS