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Terms & Conditions for the use of Ralawise high & low-resolution images for 2023.

These terms set out how we, Ralawise Limited, allow the use of any intellectual property relating to any imagery, photographs, videos, audio and images that we make available to you, allow you to use or as may otherwise be provided by us from time to time.

These terms apply to any customer and distributor of Ralawise Limited and any other person to whom Ralawise Limited may make available, allow to use or otherwise provide the Imagery (as defined below) (the “Licensee”, “you”).

It is important that you read these terms to understand the extent of permitted use and the restrictions on using the Imagery. By using any Imagery, you accept and agree to comply with these terms and the Licence (as defined below) and the Licensee’s particular attention is drawn to Clause 4 (Use of Imagery – Licence Restrictions and obligations of the Licensee) and Clause 5 (Liability and Indemnity).

We keep this document under regular review and Ralawise reserves the right to amend these terms from time to time. Please regularly check these terms to see if any changes have been made.

The amended terms will be effective from the date when they are posted on the Site (as defined below).

 

1. Definitions and interpretation 

1.1 In these terms the following definitions shall apply:

  •  

Account

the user account with the Site that is set up by or on behalf of the Licensee (if any);

Affiliate

means any business entity from time to time Controlling, Controlled by, or under common Control with Ralawise.

Brand Terms and Conditions

any applicable brand guidelines, licence terms and terms of use in respect of a specific Product brand imagery, including any such guidelines, licence terms and terms of use of a third-party manufacturer or brand that supplies products to Ralawise, and any other instructions and information in relation to the use of Imagery for any Product brand as may be provided by Ralawise to the Licensee from time to time;

Control

that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors;

Imagery

any images, drawings, photographs, audio, video, marketing material, designs, models, descriptions, information, documents, reports, computer programs, databases, data, deliverables, and other items relating to the Products,  which we allow you to use, or as may otherwise be provided by us to you from time to time whether created by us or supplied to us by third parties;

Intellectual Property Rights

all current and future rights of copyright and design right and all rights in the nature of copyright and design right, knowhow and all other rights of whatever nature, in the Imagery whether now known or in the future created, to which Ralawise is or its licensors are now or may at any time after the effective date of these terms, be entitled by virtue of or pursuant to any of the laws in force in any part of the world;

Licence 

the licence granted by us in accordance with Clause 3.1;

Permitted Period

the period of time during which the Licensee is permitted to access and/or use the Imagery as set out in Brand Terms and Conditions or as otherwise notified by Ralawise from time to time, and unless so notified, is typically the calendar year in which the Imagery was provided by Ralawise;

Product(s)

has the meaning set out in clause 3.1;

Purpose

has the meaning set out in clause 3.1;

Ralawise, we, us, our

Ralawise Limited, a company registered in England and Wales under company number 01362849 and whose registered office is located at Unit 112 Tenth Avenue Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA; and

Site

means our website located at https://shop.ralawise.com/ or such other website as determined by us from time to time.

 

2. Validity of the Licence

2.1 The Licence shall come into effect on the earlier of the following dates:

(a) the date that the Licensee creates an Account on the Site;

(b) the date the Licensee is provided with any Imagery or uses any Imagery for the Purpose (whether or not such date is before or after the effective date of these terms);

and shall continue until terminated in accordance with Clause 9.

 

3. Grant of Licence

3.1 In consideration of the Licensee being a customer of Ralawise or having other commercial relationship with Ralawise (as the case may be) and other good and valuable consideration, subject to the provisions of these terms, Ralawise grants to the Licensee a non-exclusive, royalty-free, non-transferable licence, without the right to grant sub-licences to store, print, display, publish or exhibit the Imagery and use the intellectual property embedded in the Imagery for the purpose of the marketing and promotion of products it purchases from Ralawise (the “Product(s)”) for resale to its customers or such other purpose as Ralawise may approve in writing from time to time (the “Purpose”).

3.2 Except as expressly stated herein, the Licence does not transfer any Intellectual Property Rights in the Imagery. Insofar as any Intellectual Property Rights are owned by Ralawise or its Licensors, such rights are owned by Ralwise or its Licensors (as the case may be).

3.3 Unless otherwise agreed between Ralawise and the Licensee in writing, all supplies of Products shall be subject to Ralawise’s standard terms and conditions available at: https://shop.ralawise.com/footer-pages/terms--conditions/terms--conditions/.

 

4. Use of Imagery – Licence restrictions and obligations of the Licensee

4.1 The Licensee:

(a) shall not use the Imagery for any purpose other than the Purpose;

(b) shall not use the Imagery outside of the permitted geographical territory as set out in Brand Terms and Conditions or as Ralawise may otherwise notify the Licensee from time to time;

(c) shall not use the Imagery outside of the Permitted Period, strictly comply with any instructions of Ralawise in relation to any expiry dates of the Imagery and, unless authorised by Ralawise in writing, the Licensee shall only use the Imagery in the calendar year for which use of such Imagery is permitted. At the end of the Permitted Period, the Licensee shall immediately cease the use of all relevant Imagery (and any Imagery from previous years), remove from display and destroy any copies in its possession of such Imagery for the relevant period and shall obtain from Ralawise new Imagery for use in the following calendar year or the relevant Permitted Period (if different);

(d) unless otherwise directed by Ralawise, shall not print, display, publish, exhibit or use in any other way the Imagery in sizes larger than A4;

(e) shall only use the Imagery on printed literature (including brochures and flyers), websites, social media and promotional emails and (unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by Ralawise in writing) shall not use it in any other forms of adviertising, including without limitation signage, point-of-sale, window graphics, billboard, roller banners and vehicle wraps;

(f) shall ensure that the correct resolution is used for the Imagery for the relevant medium as directed by Ralawise from time to time and unless so directed, shall be as follows:

    (i) Low resultion must be used on websites, emails and sales quotations; and

    (ii) High resolution must be used in brochures, mailers, general marketing literature and paper media;

(g) shall not use the Imagery in connection with sales of Products to consumers unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by Ralawise in writing;

(h) shall only use the Imagery in its original form and shall not alter, change or modify it in any way without the prior written consent of Ralawise;

(i) shall esure that the correct Imagery is used with each Product and shall not use the Imagery with any product not purchased directly from Ralawise;

(j) if the Imagery is used to represent a manufacturer or brand of the Product, shall not use the Imagery to represent or designate a product from another manufacturer or brand;

(k) shall not use the Imagery in a way that is defamatory, pornographic or otherwise unlawful;

(l) shall not use the Imagery in a way that is or may be detrimental to the Ralawise brand, business or reputation, or that of the manufacturer or brand of the Product;

(m) shall not permit any Imagery to be accessed (other than viewed) and/or used by any third party;

(n) shall not use the Imagery for the purposes of marketing or promotion of Products to a competitor of Ralawise;

(o) shall strictly comply with any directions and instructions of Ralawise or any other restrictions on the use of the Imagery not contained in these terms as Ralawise may notify the Licensee from time to time; and

(p) if requested by Ralawise, ensure that its websites, marketing materials and any other medium used to depict or display the Imagery confirm that the relevant Imagery is the property of Ralawise or its licensors.

4.2 The Licensee shall immediately notify Ralawise of any suspected infringement of the Intellectual Property Rights in the Imagery.

4.3 The Licensee acknowledges that use of Imagery and/or this Licence may be subject to Brand Terms and Conditions and any other third party licence terms, terms of use or any other additional third party terms and in the event that any third party owner of the intellectual property in the Imagery imposes any contractual obligations on Ralawise in relation to the Imagery, Ralawise reserves the right to impose equivalent contractual obligations on the Licensee. The Licensee hereby agrees to comply with Brand Terms and Conditions and any such additional obligations as Ralawise may notify to the Licensee from time to time.

4.4 In the event of any conflict between any of the provisions of these terms and the provisions of Brand Terms and Conditions, the provisions set out in Brand Terms and Conditions shall prevail.

 

5. Liability and Indemnity

5.1 To the fullest extent permitted by law, Ralawise shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising out of or in connection with the Licensee's exercise of the rights granted to it under the Licence.

5.2 The Licensee shall indemnify Ralawise against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Ralawise arising out of or in connection with:

(a) the Licensee's exercise of its rights granted under the Licence, including any claim made against Ralawise for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Licence;

(b) the Licensee's breach or negligent performance or non-performance of the Licence; or

(c) the enforcement of these terms.

5.3 Nothing in these terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.

 

6. Warranties

6.1 Ralawise warrants to the Licensee to the best of its knowledge and belief that it has the right to, power and authority to enter into the Licence and grant to the Licensee the rights contemplated herein, but makes no warranty or representation and disclaims any implied warranty or representation:

(a) that it owns the Imagery or that use of the Imagery will not infringe any Intellectual Property Rights of third parties; or

(b) as to the accuracy, completeness, adequacy or suitability of the Imagery for any purpose or use.

6.2 All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

 

7. Equitable relief

7.1 The Licensee recognises that its breach or threatened breach of the Licence or these terms may cause Ralawise irreparable harm, and that Ralawise may therefore be entitled to injunctive or other equitable relief.

 

8. Entire agreement

8.1 These terms and any other documents referred to in it contain the whole agreement between the Parties relating to its subject matter and supersede any prior agreements, representations or understandings between them unless expressly incorporated by reference in these terms. Each Party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

 

9. Termination

9.1 Ralawise may terminate the Licence at any time:

(a) upon 5 calendar days’ written notice to the Licensee;

(b) with immediate effect in the event the Licensee:

    (i) breaches any term of the Licence;

    (ii) ceases or threatens to cease carrying on its business;

    (iii) to the extent that the Imagery belong to a third party, Ralawise’s permission to use the Imagery ends or is in any way restricted;

    (iv) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or

    (v) undergoes a change of Control; or

(c) with immediate effect in the event of termination by either Party or the expiry of the supply arrangement or any other business arrangements between Ralawise and the Licensee.

9.2 In the event of termination or expiry of the Licence:

(a) all rights and licences granted to the Licensee under the Licence will cease;

(b) the Licensee shall stop using the Imagery; and

(c) the Licensee shall, within 30 days of the expiry or termination of the Licence, destroy all marketing material which uses the Imagery and confirm to Ralawise in writing that this has been done.

 

10. General

10.1 Wavier. No failure or delay by a Party to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.2 Remedies. Except as expressly provided for in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

10.3 Variations. Except as expressly provided in the Licence, no variation of the Licence shall be effective unless it is in writing and signed by an authorised representative of each Party.

10.4 Severance. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.

10.5 Assignment: The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms.

 

11. Governing Law and Jurisdiction

11.1 These terms and the Licence and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

11.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and/or the Licence or its subject matter or formation (including non-contractual disputes or claims).

 

Brand Terms and Conditions

The specific Brand Terms and Conditions for certain Product brands can be found below. Use of Imagery for the below brands as well as any other Product brand on our Site is subject to Ralawise Limited Imagery Terms of Use and may be subject to other specific terms, as we may notify you of from time to time.

 

PLEASE DO NOT USE ANY RALAWISE IMAGERY OF PREVIOUS YEARS

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