Bytestock

SUPPLIER AGREEMENT
The following terms and conditions (the "Agreement") set out the rights and obligations of you (the "Supplier") and us Bytestock, Bytemedia Limited of Metropole Chambers, Salubrious Passage, Swansea SA1 3RT
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 Bytestock, Bytemedia Limited registers you as a Supplier;
" www.bytestock.co.uk Library" means the database of Images administered by Bytestock, Bytemedia Limited which may be viewed by visiting the Web Site;
"Image" means any photograph, image, drawing or other pictorial representation submitted to Bytestock, Bytemedia Limited by the Supplier for entry into the www.bytestock.co.uk Library;
"Intellectual Property Rights" means all patents, unpatented inventions, design rights, copyrights, 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 Bytestock, Bytemedia Limited in www.bytestock.co.uk Library with a view to selling that Image or those Images on behalf of the Supplier for a fee;
“Web Site” means the Bytestock, Bytemedia Limited web site located at URL http://www.bytestock.co.uk
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 " Bytestock, Bytemedia Limited " 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.
2. Authority
The Supplier hereby grants Bytestock, Bytemedia Limited and Bytestock, Bytemedia Limited hereby accepts a non-exclusive right to display the Image or Images on the Web Site anywhere in the world and the right to agree the terms of and conclude with third parties on behalf of the Supplier(s) of the Supplier 's Image or Images.
3. Supplier’s Undertakings
The Supplier hereby undertakes and agrees as follows:-
3.1 not, without the express prior written consent of Bytestock, Bytemedia Limited, to disclose the Supplier username or password(s), nor make them available in any way to any third party and to take all reasonable precautions to prevent any unauthorised disclosure of them;
3.2 that the Supplier is responsible for all Images submitted to Bytestock, Bytemedia Limited made using the Supplier username and password(s) whether or not use is made by the Supplier or someone else using such usernames and passwords;
3.3 that it will not:-
3.3.1 use the www.bytestock.co.uk Library for any immoral or unlawful purpose; or
3.3.2 in any way interfere with or interrupt the normal operation of the www.bytestock.co.uk Library Web Site.
3.3.3 refer or link by means of captions keywords or credits to other photographic sites without the prior written consent of Bytestock, Bytemedia Limited.
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 defamatory, obscene, threatening, racist, pornographic, immoral, unlawful or misleading.
4. Warranty
4.1 Bytestock, Bytemedia Limited 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 Bytestock, Bytemedia Limited does not warrant that the Service will meet the Supplier’s requirements nor that the operation of the www.bytestock.co.uk Library Web Site will be error free or uninterrupted or that all defects will be corrected.
4.3 The Supplier warrants that:-
4.3.1 it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
4.3.2 it owns the Intellectual Property Rights in the Images and licensing of such rights shall not infringe any third party's right to privacy;
4.3.3 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 Bytestock, Bytemedia Limited liable for any proceedings whatsoever; and
4.3.4 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.
4.4 Bytestock, Bytemedia Limited shall not be liable for any breach by the Supplier of the warranties set out in Clause 4.3 and the Supplier hereby indemnifies Bytestock, Bytemedia Limited from and against any and all claims, liabilities, damages, actions, proceedings (including reasonable legal fees and expenses) that may be suffered or incurred by Bytestock, Bytemedia Limited Limited which arise out of or in connection with such a breach.
5. Bytestock, Bytemedia Limited right to reject Images
5.1 Bytestock, Bytemedia Limited may, without prejudice to the Supplier warranties contained in Clause 4, refuse to include any Image in the www.bytestock.co.uk Library so as:
5.1.1 to comply with any legal or moral obligations placed on Bytestock, Bytemedia Limited or the Supplier; and/or
5.1.2 to avoid infringing any third party’s rights (including without limitation Intellectual Property Rights).
5.2 Bytestock, Bytemedia 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 www.bytestock.co.uk Library.
5.3 The Supplier acknowledges that Bytestock, Bytemedia Limited has not made any guarantees with respect to usage statistics for the Image.
6. Fees
6.1 If Bytestock, Bytemedia Limited arranges the sale of an Image (which is not guaranteed) then within 30 days of Bytestock, Bytemedia Limited receiving, in cleared funds, the fee in respect of the sold Images the Supplier will be paid by Bytestock, Bytemedia Limited the relevant fee
6.1.1 The relevant fee will be 50% of the net sale price; which is the gross sale price less credit/debit card charges and VAT.
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 referred to Clause 6.1 above within 30 days of such fee falling due to be paid to the Supplier.
6.3 Bytestock, Bytemedia Limited shall pay the Supplier by cheque unless otherwise agreed between the parties. Such cheque shall be sent, at the Supplier’s risk, to the last postal address notified by the Supplier to Bytestock, Bytemedia Limited.
7. Provision of Image
The Supplier will provide all Images (and required metadata) in accordance with any instructions, technical requirements and other specifications of Bytestock, Bytemedia Limited from time to time, including (without limitation) the manner of transmission to the Web Site. Bytestock, Bytemedia Limited will not be required to publish any Image that has not been received in accordance with any such instructions, requirements and specifications and Bytestock, Bytemedia Limited 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.
8. Indemnity
The Supplier agrees promptly and fully to indemnify Bytestock, Bytemedia Limited 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 Bytestock, Bytemedia Limited 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 of trade mark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, arising from any Image and/or any material of the Member 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.
9. Limitation of Liability
9.2 In no event will Bytestock, Bytemedia Limited 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 In no event will Bytestock, Bytemedia Limited 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 Agreement or as a result of Bytestock, Bytemedia Limited negligence or otherwise, even if such loss was reasonably foreseeable or Bytestock, Bytemedia 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 Web Site Library operates in an Internet based and continually developing environment. 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, network overload etc, may have an adverse effect on the operation of the Web Site. While Bytestock, Bytemedia Limited will generally strive to mitigate, if possible, the negative effect of such problems, Bytestock, Bytemedia Limited 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 Bytestock, Bytemedia Limited in this Agreement are reasonable in the circumstances under which the Service is provided.
9.6 The Supplier confirms that neither Bytestock, Bytemedia Limited 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 Bytestock, Bytemedia Limited expressly disclaims liability for any profit projections which may have been provided to the Member.

10. 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.
11. No Assignment
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 Bytestock, Bytemedia Limited and any attempt to do so will entitle Bytestock, Bytemedia Limited to terminate this Agreement without prejudice to Bytestock, Bytemedia Limited other rights and remedies.
12. No Partnership
Nothing in this Agreement shall or shall be deemed to create any partnership or joint venture between the parties hereto. Bytestock, Bytemedia Limited is authorised to act as the agent for the Supplier in accordance with the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed or construed to constitute the Supplier or any of its officers or employees the agent or legal representative of Bytestock, Bytemedia Limited 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 Bytestock, Bytemedia Limited or to bind Bytestock, Bytemedia Limited in any manner whatsoever.
13. Notices
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.
14. Waiver
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.
15. Severability
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.
16. Further Assurance
The Supplier agrees to execute and deliver to Bytestock, Bytemedia 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.
17. Force Majeure
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.
18. Entire Agreement
This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Member 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).
19. Third Party Rights
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.
22. Proper law and jurisdiction
This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.