Terms & Conditions
1. Defined Terms In these Terms and Conditions,
“Artwork”, “Territory”, “Period”, “Goods”, “Use”, “The Customer”, “Fee”, “Royalty” and “Credit Line” have the meanings given to them in these Terms & Conditions or in the Particulars of the Invoice issued to the Customer.
“The Agency” means Artist AI PTE Ltd (UEN) 201836714D 8 Wilkie Road, #3-01 Wilkie Edge, 228095, Singapore. acting as the sole and exclusive licensor and reseller or Agent to the artist.
1.1 In the event the name of the Artist is disclosed to the Customer, the Customer acknowledges that the Agency is the licensor and The Principal of this License Agreement for all purposes, notwithstanding such disclosure. The agency will obtain copyright and pass this to the client in accordance with their copyright license requirements. Unless the client wishes to supersede these terms and conditions with their own contract directed at the named artist, in which case the artist would become The Principal in the agreement, the agent would become a facilitator in this agreement.
2. Licence:
2.1 Subject to the payment of the Fee by The Customer to The Agency when due, The Principal grants to The Customer a non-exclusive/exclusive licence (as specified in the Particulars) to reproduce the Artwork solely for the purposes of the manufacture, distribution and sale of the Licensed Goods or for the purposes of the Licensed Use (as detailed in the Particulars) in the Territory for the Period, or until earlier termination of this licence in accordance with the provisions of clause 6 below.
2.2 In the case of a licence to manufacture Licensed Goods, the licence also includes the right to reproduce the Artwork in advertising and promotional material for the Licensed Goods.
3. Delivery of Artwork:
3.1The Agency shall use commercially reasonable efforts to procure the delivery of the Artwork to The Customer by the Delivery Date. Time shall not be of the essence for the purpose of this clause and The Agency shall not be liable for any loss (including, without prejudice to the generality of foregoing any consequential loss or loss of profits) incurred by The Customer if delivery of the Artwork is not made by the Delivery Date.
4. Payment:
4.1 The Customer shall pay the Fee to The Agency by the end of the calendar month following the month in which The Agency’s invoice is issued.
4.2 The Customer shall pay interest to The Agency on any late payments of the Fee or Royalty at the rate of 4% per annum over Barclays Bank PLC base rate from time to time from the date such payment fell due until receipt by The Agency of the full amount due, whether before or after judgment.
4.3 All payments to be made under this licence shall be exclusive of any applicable taxes attributable to the license (excluding taxes on The Agency’s profits) and any applicable taxes shall be paid in addition to such payments.
4.4 All sums shall be paid in full without deductions except only for such tax as the Customer is legally bound to withhold. The Customer shall provide official tax receipts in respect of such deductions and shall provide all documentation related to the withholding that The Agency requires to recover the withheld tax.
5. The Customer is fully aware of the processes involved in the creation of the artwork, and this will be made transparent to them during the production process.
6. Termination and Consequences of Termination:
6.1 The Agency may terminate the Licence immediately by notice in writing at any time to The Customer if:
(a) The Customer commits a material breach of any of the terms or conditions of this Licence unless such breach is remedied (if capable of remedy) within fourteen (14) days of written notice given by The Agency requiring The Customer to do so;
(b) If The Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against The Customer or if (being a company) an order is made or a resolution is passed for the winding up of The Customer or for the appointment of an administrator to manage The Customer’s affairs, business and property or if a receiver is appointed of any of The Customer’s assets or undertaking or if circumstances arise which entitle the Court to make a winding-up order.
6.2 Upon the termination or expiration of this Licence for any reason, all Royalty and other monies accrued due hereunder shall become immediately due and payable to The Agency. The Customer shall cease to manufacture, distribute, advertise or sell the Licensed Products.
6.3 Upon termination or expiration of this Licence subject to any rights or obligations which have accrued prior to termination and to the continued existence and validity of the rights and obligations of the parties under those clauses which are expressed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement, neither party shall have any further obligation to the other under this Agreement.
6.4 Upon termination or expiration of this Licence other than in accordance with the provisions of clause 6.1, the Customer shall be entitled for a period of up to 6 months following such termination or expiration, to distribute, sell and deal any Licensed Goods in its possession and manufactured prior to the date of termination or expiration. For the avoidance of doubt,
7. Alterations:
7.1 The Customer shall not in any way modify, alter, amend or adapt the Artwork or permit the Artwork to be altered, amended, adapted or modified in any way.
7.2 The Customer shall not use the Artwork in anything other than its original form save that the Customer may overprint text on reproductions of the Artwork and apply colour enhancement to reproductions of the Artwork.
7.3 The Customer shall not plagiarise the Artwork or allow the Artwork to be copied “in the theme of”.
8. Artist:
8.1 The Customer hereby acknowledges that The Agency has been appointed as the Artist’s sole contracting party in respect of the exploitation of the Artwork and any other artistic works created by the Artist. The Customer hereby agrees that if The Customer wishes to acquire an additional licence to reproduce and exploit such Artwork and other artistic works by the Artist of any kind The Customer shall acquire such a licence from The Agency and not from the Artist directly unless such time as The Agency informs The Customer they may do so.
9. Assignability:
9.1 In the case of a non-assignable licence, this licence is personal to The Customer, and The Customer shall not assign its rights or obligations hereunder to a third party save that if The Customer is a company, this licence may be assigned to another company within the same group. For purposes of this clause, “group” has the same meaning as in Section 42 of the Landlord & Tenant Act 1954. In case of an assignable license, the Customer may assign the benefit of this Licence to a third party.
10. Liability, Limitation of Liability and Indemnity:
10.1 The Agency shall not be liable to The Customer for any loss or damage suffered or incurred by The Customer as a result of the Artwork or the Licensed Goods breaching any copyright, intellectual property rights or any other rights of any third party.
10.2 The Customer shall indemnify The Agency and the Artist and hold them harmless from and against any costs, claims, damages, demands, liabilities or expenses (including legal fees and expenses) awarded against or incurred or paid by The Agency based on or arising out of or in connection with any breach by The Customer of any of its obligations under this Agreement.
10.3 No Consequential or Indirect Damages. In no event shall either party or any of its employees, owners, or affiliates be liable under this agreement to the other party or any third party for consequential, indirect, incidental, special, exemplary, or enhanced damages, lost profits or revenues, or diminution in value arising out of, relating to, or in connection with any breach of this agreement, regardless of a) whether such damages were foreseeable, b) whether or not it was advised of the possibility of such damages, and c) whether the claim is based on a legal or equitable theory contract or otherwise upon which the claim is based.
10.4 Maximum Liability. In no event shall either party's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract or including negligence or otherwise, exceed the total of the amounts paid and amounts accrued but not yet paid to the agency pursuant to this agreement.
11. Export Duties:
11.1 The Customer is responsible for any customs, duties or local taxes in whatever form incurred, and The Agency does not accept any liability for these charges.
12. Credit Line and Copyright Notice:
12.1 The Customer hereby agrees that the Credit Line shall be included on all Licensed Goods. The Agency hereby asserts on behalf of the Artist, the Artist’s right to be identified as the author of the Artwork in accordance with Sections 77 and 78 of the Copyright, Designs and Patents Act 1988.
12.2 Each and everyone of the Licensed Goods, including the packaging, advertisements and other related material, shall contain such copyright notices as shall be required and/or approved by The Agency.
13 . Limited Warranties:
13.1 to the best of its knowledge and belief, The Agency warrants:
(a) It is the exclusive Licensee of the Artwork and is entitled to enter into this licence;
(b) does not infringe the copyright or any other right of any other person;
(c) does not contain any defamatory or obscene statements or matter; and
(d) It has not previously licensed, assigned, granted or encumbered the Artwork so as to derogate from the licence hereby granted.
14. Severability:
14.1 If any provision of these terms and conditions is declared by court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions.
15. Entire Agreement and Variation:
15.1 This Agreement supersedes all prior agreements, negotiations and discussions between the parties relating thereto. No amendment or other variation to this Agreement shall be effective unless it is in writing and is signed by or on behalf of each of the parties.
16. Notices:
16.1 All notices required or permitted under this Agreement shall be in written form and shall be sent to the addresses set out in the Particulars to which these Terms and Conditions are attached and shall be given by personal delivery or mail. If sent by mail shall be deemed to have been delivered (in the case of internal US mail) 48 hours after despatch and in proving the fact of despatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and mailed, if delivered personally shall be deemed to have been delivered upon delivery. If sent via email, they shall not be deemed delivered unless confirmed by a non- automatic reply email.
17. Governing Law:
17.1 This Licence shall be governed by and construed in accordance with the laws of Great Britain
18. Survival.
18.1 The provisions of this Agreement contemplating performance following the termination of this Agreement shall survive the termination thereof.
19.Confidentiality:
19.1 Other than as may be required by any applicable law, government order or regulation, or by order or decree of any court of competent jurisdiction, neither party shall publicly divulge or announce, or in any manner disclose to any third party, any information or matters revealed to them pursuant hereto, or any of the specific terms and conditions related to this Agreement.
