Search filters

THE NATIONAL GALLERY PICTURE LIBRARY

TERMS & CONDITIONS

  1. Interpretation
    • These terms and conditions (“Terms”) together with the terms set out in the Basket form an agreement (the “Agreement”) between the National Gallery Global Limited (Company number: 02280277) (“us”, “NGG”) and the person identified in the Invoice (“you”, the “Licensee”).  All licences and permissions in the Agreement are conditional upon the Licensee complying with the terms of the Agreement.  Reproducing any Image (defined below) in breach of or outside the scope of the Agreement is an infringement of this Agreement and of copyright.
  • If there is any conflict between the provisions of the Invoice and those of these Terms then the provisions of the Invoice shall prevail. The Agreement shall prevail over any terms which Licensee may purport to apply.

 

  • Unless otherwise stated in the Invoice, the Licensee enters into the Agreement as a business rather than as a consumer. Please let us know if you are a consumer.

 

  • By creating an account on the National Gallery Picture Library website you agree to be bound by these Terms.

 

  • In the Agreement, unless the context otherwise requires, the following terms have the following meanings:

 

  • “Basket” means the fully completed form on the National Gallery Picture Library website that sets out the Fee payable together with details of the Image, licence, delivery and any other applicable terms;

 

  • “Duration” means the dates or the period of time specified in the Basket (as confirmed on the Invoice). If no date or period of time is specified in the Basket or Invoice, the Duration shall last for 6 weeks from the date of the Invoice;

 

  • “Fee” means the monetary value paid by the Licensee to NGG for the licence to the Image(s), as set out in the Basket and Invoice;

 

  • “Image” means any and all photographs described in the  Basket and Invoice together with any accompanying caption text and other materials supplied by NGG;

 

  • “Invoice” means the invoice issued by NGG (or such other entity of the National Gallery) to the Licensee that provides information on and confirms the order placed by the Licensee with NGG in relation to the Image;

 

  • “Licensed Product” means the publication or any type of product (including books or articles for Printing Licences) which makes use of the Image in the way described in the Basket and Invoice;

 

  • “Online Licence” means a licence granting the right to make available the Image online to end-users of the Licensee’s online services, strictly in accordance with, and as confirmed in, the Invoice;

 

  • “Printing Licence” means a licence granting the right to reproduce in print only the Image, strictly in accordance with, and as confirmed in, the Invoice.

 

  • In the Agreement, references to “include” and “including” are to be construed without limitation. References to person(s) include incorporated and unincorporated bodies or partnerships and include reference to that person’s successors and permitted assigns. Headings are for convenience only and shall not affect the interpretation of the Agreement.

 

  1. Grant of Rights
    • Subject to Licensee’s full and timely compliance with all the terms set out in the Agreement and payment of the Fee, NGG grants to the Licensee a non-exclusive licence to copy the Image for the purposes and extent only set out in the Basket (as confirmed on the Invoice).

 

  • Except for the rights granted to the Licensee in Clause 2.1, no other rights in and to the Images are granted.

 

  • Unless otherwise stated in the Invoice, NGG only grants rights in the photographic work that is the Image. The Licensee will be solely responsible for any other clearances that may be necessary, including any copyright and moral rights that may be held by the artist (or their estate) who created the work that is the subject of the photographic image supplied.

 

  • All rights and permissions granted to the Licensee under this agreement shall be non-exclusive, personal, non-transferable rights and strictly limited to a single use only as set out in the Basket. A single use means a reproduction in one size for one edition of a single publication published in the language(s) stated on the Invoice. Where no territory is specified the rights shall be worldwide.

 

  1. Use
    • The Licensee undertakes at all times throughout the Duration that:

 

  • to the extent permitted, it shall use the Image only on Licensed Products and not on any other products or services;

 

  • it shall not use the Image in any way which could be considered to be deceptive or misleading, or which could compromise or reflect unfavourably upon the good name, goodwill, reputation or image of NGG or the National Gallery; and

 

  • it shall comply strictly with the directions of NGG regarding the form and manner of the Licensee’s use and application of the Image.

 

  • Licensed Products must not be of any other type than those described in the Invoice.

 

  • Each use of the Image must be accompanied by the following credit “©The National Gallery, London. All rights reserved.”, together with such other credit as may be specified in the Invoice or required by any third party rights holder. Failure to include the correct credit line will result in an additional charge of 50% of the Fee, which shall be payable on demand.

 

  • Other than in relation to the credit, the name and logos of the National Gallery and NGG shall not be used by Licensee in any way.

 

  • Any reproduction of the Image must be a true representation of the original. The Image shall not be over-printed, masked out, defaced, rotated, added to or otherwise modified or adapted in any way except where prior written approval has been obtained from NGG.

 

  • The Image must not be used in any way that allows others to download, extract, modify, adapt or redistribute the Image.

 

  • The Licensee must not use or allow others to use the Image in connection with digital collectables or any digital asset intended for sale or other forms of distribution (including non-fungible tokens (NFTs)).

 

  • The Image must not be used for advertising or promotional purposes unless prior written agreement authorising such uses has been obtained from NGG. All other types of advertising, endorsement, merchandising (including “on-demand” products) and sponsorship uses are strictly prohibited.

 

  • The Licensee may temporarily keep a single copy of the Image in the form supplied to it by NGG and solely for the purpose specified in the Invoice. The Licensee must use reasonable  security (including digital security) to store such temporary copy. Any digital copy of the Image must be recorded and held on an electronic database under the Licensee’s sole control. Other than this, the Image must not be retained, duplicated or otherwise copied for any purpose and may not be made available via any form of computer network or the internet other than as may be permitted in the Invoice.  The Image must be expunged as soon as it is used for its intended purpose or (if sooner) at the end of the Duration.

 

  • Licensee must obtain the prior written consent of NGG for any use of the Image for any Licensed Product relating to sensitive subjects, including political purposes, contraception, matters of a sexual nature, substance abuse, physical or mental abuse, alcohol or tobacco, health issues and physical or mental ailments or the disparagement of a person or a product or a service. In any event, NGG reserves the right to refuse the use of an Image for any reason whatsoever at its absolute discretion.

 

  • Any publication right (as defined in the Copyright and Related Rights Regulations 1996) in any Image arising from the use by the Licensee of that Image shall vest exclusively in NGG (or its licensor).

 

  • The Licensee shall promptly notify NGG of any claim of liability relating to the use of the Image or sale of a Licensed Product.

 

  1. Additional Use Terms for Printing Licences
    • Unless prior written agreement has otherwise been provided by NGG, the number of Images the Licensee of a Printing Licence may include in any Licensed Product must not exceed 15% of the total number of images in the Licensed Product.

 

  • The Images licensed by way of a Printing Licence must not be included in any form of electronic publishing or any interactive media nor may it be used for any form of electronic or digital reproduction, distribution or dissemination. If the Licensee wishes to use the Image for both print and electronic publications, the Licensee must contact NGG in writing to request a licence allowing for these two types of uses.

 

  • NGG reserves the right to request a colour proof of any reproduction of an Image prior to printing and may, at its discretion, withhold the right to reproduce the Image if the quality of the reproduction falls below any standard set by NGG.

 

  • Two complimentary copies of any publication in which the reproduction of the Image appears must be provided to NGG within 2 weeks of the earlier of the publication, production or launch date. Such copies shall be sent to the following address: FAO: Picture Library National Gallery Global Ltd, The Hub, The National Gallery, Trafalgar Square, London, WC2N 5DN.

 

  1. Additional Use Terms for Online Licences
    • The Licensee will be presented with 4 download sizes options for the Image, to be selected from a dropdown menu: A3 artwork, A4, A5 or Powerpoint/Word. Each Image will be made available as a JPEG file. If the Licensee wishes to request for the Image to be made available as an alternative file format, it must contact NGG in writing before placing the order. NGG reserves the right to refuse to provide the Image in an alternative file format for any reason whatsoever at its absolute discretion.

 

  • The Licensee of an Online Licence must have appropriate terms and conditions in place with the end-users of its services and the Licensee must ensure these at least include terms reflecting that: (i) the Image must not be used or allowed to be used in any way by any third party; (ii) the end-user does not obtain any ownership interest in the Images; (iii) the end-user is only allowed to view the Image and print single copies of each Image for personal (non-commercial, domestic) use; (iv) no electronic copies of the Image shall be made by any end-user and (v) the end-user must not be entitled to assign or sub-licence its rights to the Licensee’s services.

 

  • The Licensee of an Online Licence must also ensure that: (i) end-users must not be able to print the Image without the required credit line (as specified at clause 3.3); (ii) a notice prohibiting any form of reproduction, transmission, performance, display, rental, lending or storage of the Image must be prominently displayed and (iii) any applicable terms under clause 3 above or otherwise contained in this Agreement are enforced.

 

  • The Image shall not be made available in greater resolution than 640 x 480 pixels (72 dpi).

 

  • The Licensee must provide NGG with access to the test page of the service on which the Image appears at least 2 weeks before the Image is made available as part of such service.

 

  1. Warranties
    • The Licensee represents, warrants and undertakes for the Duration that:

 

  • it is fully entitled to enter into the Agreement and to perform all its obligations hereunder;

 

  • acknowledging that the National Gallery has an important reputation to protect, the Licensed Product and materials for it shall be in all respects of first-class quality, and safe, non-injurious, fit for intended use and shall not violate the rights of any other party or contravene the laws of any country in which it is sold.

 

  • NGG represents, warrants and undertakes for the Duration that:

 

  • either it or the Board of Trustees of the National Gallery owns the copyright in the Image;

 

  • it is fully entitled to grant Licensee the rights described herein; and

 

  • the file containing the Image that is supplied to the Licensee will be openable and enable the Image to be copied (to the extent permitted under the applicable licence) until the earlier of its use for its intended purpose or end of the Duration. The Image(s) will be deemed to have been received complete, without corruption and in good condition unless NGG receives written notification from the Licensee of any delivery failure, discrepancy, corruption or damage within 48 hours of the date of the Invoice or, if later, the date of payment of the Fee. In such circumstances, NGG will re-send to Licensee the file containing the Image(s).

 

  • NGG will use its reasonable endeavours to procure that any caption text is accurate but Licensee acknowledges that it may not be.

 

  • If the Licensee is placing an order from outside of England and Wales, NGG gives no warranty that the terms of this Agreement and that any order the Licensee may place complies with any applicable laws or regulations in the Licensee’s country. NGG reserves the right, in its sole discretion, to refuse any overseas order.

 

  1. Payment
    • The Licensee shall pay to NGG the Fee either upon finalising the Basket or immediately upon receipt of a payment invoice (if a payment invoice has been requested in writing by Licensee prior to placing the order and NGG accepted to issue such payment invoice). NGG may, at its sole discretion and only where a payment invoice has been issued, allow for payment within 30 days of the date of invoice.

 

  • The Image(s) will only be provided to the Licensee upon receipt by NGG of the Fee in cleared funds.

 

  • The Licensee agrees that time is of the essence with respect to its payment obligations hereunder. If the Licensee does not pay the Fee in accordance with the applicable timeline under clause 7.1 above the transaction will be cancelled.

 

  • All payments by the Licensee hereunder shall be in Pounds Sterling and shall be made free and clear and without deductions based on any set-offs, currency control restrictions, import duties, or any sales, use, value added or other taxes or withholdings whatsoever, except any deduction or withholding which is required by law in which case the sum payable by the Licensee (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, NGG receives and retains a net sum equal to the Fee.

 

  • If the Licensee is placing an order from overseas, estimates of the Fee in the Licensee’s local currency may be displayed when placing the order (“Estimated Local Currency Fee”). This is an estimate only and the Fee charged to the Licensee may therefore differ from the Estimated Local Currency Fee.

 

  • If the Licensee fails to make any of the payments by the relevant due date then without prejudice to any other right and/or remedy granted or available under the Agreement or at law, NGG shall be entitled to refuse or withdraw permission for publication of the Image and/or charge interest at the rate of 8% (eight per cent) per year above the Bank of England Base Rate on the amount unpaid for the entire period of non-payment and such interest shall constitute a debt payable on demand.

 

  • For the avoidance of doubt, permission to reproduce the Image is strictly conditional and contingent upon payment of the Fee and the Image will not be made available to the Licensee until receipt in cleared funds of the Fee by NGG.

 

  • All amounts quoted in the Basket and Invoice are exclusive of VAT, which shall be paid by the Licensee in addition to the Fee, if applicable.

 

  1. Term and Termination
    • The Agreement shall commence upon the date indicated in the Basket and shall automatically expire at the end of the Duration (unless previously terminated pursuant to the terms hereof.

 

  • NGG may terminate the Agreement by written notice with immediate effect:

 

  • If the Licensee fails to observe or perform any of its obligations hereunder and, where such failure is capable of remedy, does not remedy such failure within 14 (fourteen) days of written notice; or

 

  • If the Licensee enters into voluntary or compulsory liquidation or a receiver is appointed over, or takes possession of, any of the Licensee’s assets or the Licensee otherwise ceases to or threatens to cease to carry on its business.

 

  • On termination of the Agreement for any reason whatsoever:

 

  • all rights granted to the Licensee hereunder shall forthwith terminate immediately;

 

  • the Licensee shall not manufacture, distribute or sell Licensed Products utilising the Image; and

 

  • the Licensee shall permanently expunge and delete the Image from wherever it may have stored it.

 

  1. Liability
    • Nothing in the Agreement shall operate to limit or exclude either party’s liability for any liability which cannot be excluded or limited under applicable law.

 

  • Subject to Clause 9.1, and except as expressly set out in the Agreement, all warranties, undertakings and other terms, express or implied, statutory or otherwise in respect of the obligations of NGG under the Agreement are hereby excluded.

 

  • NGG shall not be liable, whether in tort, contract, or otherwise, to the Licensee for loss of profits, anticipated savings, business, time or goodwill or contracts or potential contracts or for any special, indirect or consequential loss or damage in connection with the Agreement.

 

  • Subject to Clause 9.1, the maximum aggregate liability of NGG for any loss or damage in respect of the Agreement, whether in contract or tort, shall in no circumstances exceed in aggregate the total amount paid by the Licensee to NGG under the Agreement.

 

  • The Licensee hereby agrees to indemnify and keep indemnified NGG against any claims, legal proceedings, damages and costs (including reasonable legal fees and expenses) suffered by or made against NGG arising out of or by reason of any breach or alleged breach by Licensee of the terms of the Agreement including the Licensee’s use of the Image other than as expressly permitted in the Agreement.

 

  1. Assignment and Sub-licensing
    • The Licensee shall not be entitled to assign, sub-contract, sub-license or transfer any of its rights or obligations hereunder without the prior written consent of NGG. NGG may freely assign, sub-contract or transfer any of its rights and obligations.

 

  1. General Provisions
    • If NGG cannot fulfil or perform its obligations under the Agreement due to an event beyond its reasonable control then such non-performance or failure to fulfil its obligations shall not be deemed a breach of the terms of the Agreement.

 

  • Any delay or failure by NGG to exercise or enforce any of its rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in the future. Any waiver by either party of a breach of any provision of the Agreement shall be in writing and shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of the Agreement.

 

  • All notices, consents, approvals and statements hereunder shall be given in writing in the English language to the respective email addresses of the parties as set forth on the Invoice, unless notification of a change of email address is given in writing. Any notice shall be sent by email and shall be deemed to have arrived on the date of transmission (if sent not later than 1 (one) hour before close of business on a working day or otherwise on the next working day) provided no failure of delivery notification is received by the sender.

 

  • The Agreement represents the entire understanding and constitutes the entire agreement between the parties relating to the subject matter of the Invoice and supersedes any previous understandings, negotiations or agreements as to such subject matter.

 

  • The Agreement may not be altered, amended or modified except in writing signed by duly authorised representatives of each of the parties hereto.

 

  • For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions except always for the Board of Trustees of the National Gallery.

 

  • The Agreement (including any dispute or claim of whatever nature arising under or in connection with the Agreement) shall be governed by and construed in accordance with the laws of England. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of disputes or claims arising under or in connection with the Agreement, except for claims of copyright infringement or non-payment of any Fee (whether in part or in whole) with respect to which the courts of England and Wales shall have non-exclusive jurisdiction.

 

  • If you have any queries that you wish to address to us please contact us by email at: picture.library@nationalgallery.co.uk or by post at: The National Gallery, Trafalgar Square, London, England, WC2N 5DN.

 

 

Loading...

Your download will start shortly, please do not navigate away from this page until the download prompt has appeared. Doing so may cause your download to be interrupted.