Sabotage Times Syndication Ts & Cs
1. In these terms and conditions, reference to “Material” shall include any Pictures, features, interviews, reviews or syndicated columns, or other content supplied to the Client by Sabotage Times Syndication (“Sabotage Times “).
2. Material will be supplied by Sabotage Times to the Client in the first instance on approval only. Material supplied to the Client by Sabotage Times may not be reproduced, used or distributed to a third party in any manner or form without the express permission of Sabotage Times and the purchase of a license therefor. The delivery to the Client of Material for approval does not imply consent to reproduce such Material. Material reproduced, distributed or used in any manner or form without permission of Sabotage Times and the purchase of a license therefor shall be subject to the payment by the Client of all reasonable license fees, which would otherwise have been charged by Sabotage Times for such use.
3. The Client shall confirm to Sabotage Times its intention to purchase any item of Material. No use shall be made by the Client of such Material until availability of the Material has been checked, the license fee relating to that Material and any other terms and conditions relating thereto have been agreed with Sabotage Times. The Client shall provide Sabotage Times with all relevant information relating to the proposed use of the Material to enable Sabotage Times to establish the appropriate license fee relating thereto and to check the availability of any Material in the proposed territory to prevent any copyright dispute arising from use of the Material by any third party, or inappropriate use of the Material in any context.
4. Sabotage Times will send to the Client a Confirmation of Purchase by email confirming the agreed license fee and that the Material is free for use at the time and in the territory agreed. Upon acknowledgement by email from the Client that the Confirmation of Purchase is accepted, the Client will be granted a licence to use the Material on the following basis:
4.1 Publication of the Material shall be made in the agreed title only, and is for publication in the issue immediately following purchase or at a time that has been agreed by Sabotage Times ;
4.2 Publication of the Material shall be made once only in the agreed publication in the agreed territory;
4.3 Publication of the Material shall be made with the credit line as set out on the Confirmation of Purchase.
6. The Client agrees that the Material shall be used by the Client only for the purpose so authorised and for no other purpose whatsoever.
7. Material is sold to the above publication on the understanding that in respect of text it can be edited for length but under no circumstances can the quotes be altered, taken out of context or meanings be changed, whether the text is used in the original language supplied or translated. Pictures are for print use only and not for electronic use. Pictures are to be used, unless otherwise specified, for one time editorial use only in the publication named. Pictures may not be stored electronically after use and may not be electronically manipulated or changed. If captions are not supplied by Sabotage Times the publication is responsible to ensure that captions used are accurate and do not libel the subject
8. The Client warrants that it shall not copy, loan, transfer, further license, sell or otherwise deal with nor permit any third party to use the Material, nor purport in any way to assign the benefit of this agreement or any rights thereunder.
9. Payment of the licence fee will be made by the Client by electronic transfer within thirty (30) days of the date of the invoice supplied by Sabotage Times to the Client in respect of the same.
10. Failure by the Client to make payment of any license fee in accordance with Clause 9 above, shall entitle Sabotage Times to rescind the licence for use of the Material and recover damages, or at its option, Sabotage Times may charge interest on the overdue amount at a rate of 5%. The Client shall make full reimbursement to Sabotage Times of all costs of recovering overdue payments.
11. Sabotage Times Syndication accepts payments in the following currencies, UK Sterling, US Dollar and Euro. All payments are to be made in the original currency invoiced and agreed at the point of sale. If an alternative currency is paid and it does not equal the amount invoiced in the original currency after bank charges and negotiation, a surcharge will be levied and an invoice issued for the exchange difference. All bank charges for all payments by any method shall be borne by the Client. Unless a double taxation treaty is in force and this money can be reclaimed with UK tax offices all withheld tax, local taxes, VAT or any other duties shall be borne by the client. Unless otherwise specified all courier, postage and reproduction charges shall be borne by the client.
12. For a period of 7 days from the date of confirmation by Sabotage Times of the terms and conditions relating to the supply of the Material pursuant to Clause 4 above, the Client shall have the right to cancel its licence to use the Material, by notice in writing to Sabotage Times , without further payment. Any cancellation of the licence to use the Material by the Client after expiry of the cancellation period shall be subject to the payment by the Client of the full agreed licence fee. Payment of such cancellation fee shall be made by the Client within thirty (30) days of the date of the invoice supplied by Sabotage Times to the Client in respect of the same.
13. The Client acknowledges that IP rights (including copyright, database rights, translation rights and any and all other intellectual property rights in the Material) are the property of Sabotage Times or its suppliers. Sabotage Times (or its suppliers) will, at its (or their) option, have conduct of all proceedings relating to the IP Rights. The Client agrees to give Sabotage Times full co-operation in protecting the IP Rights including taking any reasonable action in respect of such rights.
14. The Client shall supply to Sabotage Times two copies of all publications of Material, free of charge, within two weeks of such publication.
15. Whilst Sabotage Times or its suppliers shall use all reasonable endeavors to ensure that Material supplied is accurate and will not violate the copyright of any third party and will not defame or libel any person , Sabotage Times accepts no liability arising directly or indirectly from the supply or non-supply of any Material or otherwise in relation to the Material and shall not be liable under these terms and conditions or otherwise in connection with the Material for any loss or damage suffered by the Client (including direct loss, loss of profits, economic loss, or consequential loss) or loss by any third party arising from the use of any Material. If any exclusion or limitation of liability shall be held by a court of competent jurisdiction to be invalid for any reason, the client agrees that Sabotage Times ’s liability shall be limited to the amount of the licence fee paid by the Client.
16. The Client agrees to indemnify and keep indemnified Sabotage Times and its suppliers against all losses, costs and expenses (including legal expenses) any actions, suits, claims, demands and costs arising out of the use by the Client of the Material.
17. Sabotage Times may terminate any licence to use Material granted to the Client immediately by notice if the Client (a) commits a material breach of these terms and conditions and, if remediable, such breach is not remedied within 7 days of written notice to remedy; and (b) on the Client’s death or bankruptcy or (if the Client is a company) in the event of a resolution, petition or order for winding-up being made against it, or if a receiver is appointed. On termination of these terms and conditions, the Client must not use the Material and Sabotage Times may at any time thereafter inspect any records accounts and books relating to the reproduction of Material.
18. Unless specified in writing no warranty is given by Sabotage Times as to the existence or validity of model or other releases in respect of any Picture and Sabotage Times shall not be liable for the absence of such a release or for any defect in any existing releases. Sabotage Times gives no rights or warranties with regard to the use of names, trademarks, copyright, registered or unregistered designs or works of art depicted in any Pictures and the Client must satisfy himself that all the necessary rights or consents as may be required for Reproduction are obtained and shall produce such consents to Sabotage Times as soon as possible and before the Reproduction is made. The Client shall indemnify Sabotage Times against any loss suffered by Sabotage Times from any Reproduction of the Pictures by the Client without effective release rights or consents. All Material is provided to the client subject to any restrictions or prohibitions which may imposed from time to time either on Sabotage Times or on the client directly by any third party owners of the IP Rights or any other relevant third party supplier.
19. Sabotage Times can not guarantee that Material supplied in translation shall be entirel!
y free from any inaccuracy and cannot accept any loss or damage suffered by the Client or by any third party arising from the use of any translated Material. It is the duty of the Client to ensure that they consider the translation supplied by Sabotage Times to meet their criteria of accuracy and correct grammar.
20. Any trademarks, logos, type fonts and formats contained in any publication Sabotage Times represents are owned by the respective publications and no right to use the above mentioned is granted or implied by this agreement without written consent from Sabotage Times and/or the publication Sabotage Times represents.
21. No variation of the terms and conditions set out herein shall be valid unless agreed in writing by both parties. The failure or delay by either party to enforce any of its rights under these terms and conditions shall not be a waiver of such rights or any other rights. These terms and conditions shall be governed by the Law of England and Wales and both parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.