“Artist”, “Artwork”, “Territory”, “Period”, “Licensed Goods”,
“Licensed Use”, “The Customer”, “Fee”, “Royalty” “Delivery Date”, “Return
Date”, and “Credit Line” have the meanings given to them in the Particulars of
the Invoice issued to the client. “The Agency” means Yeon Agency Pte. Ltd (company number (UEN) 201836714D), acting as sole agent for the
Artist.
2.Licence:
2.1 Subject to the payment of the Fee/ Royalty (if specified in
the Particulars) by The Customer to The Agency when due, The Agency 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 9 below.
2.2 If, at any time during the Period the Artwork has not been
exploited by The Customer by way of manufacture, distribution and sale of the
Licensed Goods or for the purposes of the Licensed Use for a consecutive period
of 12 months, The Agency may serve a written notice upon The Customer
terminating the licence granted under clause. 2.1 In respect of the Artwork
which notice shall take effect upon delivery or as stated in the particulars.
2.3 If the particulars state “WORK FOR HIRE” then (for the avoidance
of doubt) provisions detailed here in shall not apply. 2.2, 4.2, 5.1, 5.2.
2.4 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.
2.5 Licence to manufacture Licensed Goods, excludes Print on Demand or electronic sales which should be deemed an additional licence.
3.Delivery of Artwork:
3.1The Agency shall use its reasonable endeavours 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. If
the Fee shall be on account of Royalties due to The Agency (if this is an
agreed remuneration) as 4.2.
4.2 If agreed The Customer shall pay to The Agency the Royalty
which shall be calculated as a percentage of the Net [Wholesale][Retail] Price
of all the Licensed Goods sold or otherwise disposed of by The Customer during
the Period. The Net [Wholesale][Retail] Price of the Licensed Goods shall be
the [wholesale][retail] price, excluding Value Added Tax, at which the Licensed
Goods are sold [by The Customer to the retailer][to
the public]
4.3 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
judgement.
4.4 All payments to be made under this licence shall be exclusive
of TAX (including withholding tax) and any applicable TAX shall be paid in addition to such payments upon
production of a valid TAX invoice. The full economic rights in copyright are held by the artist and passed through Yeon to the client in this agreement so witholding tax deductions are not applicable.
4.5 Credit Terms can be extended by agreement in advance only.
5.Records and Inspection for Royalty Payments:
5.1The The Customer shall keep true and accurate accounts and
records of the sale and disposal of all Licensed Goods and the aggregate Net
Retail Price received in respect thereof together with any other information relevant to the
computation of the Royalty. The Customer shall within 14 days of the end of
each [calendar month/quarter] during the Period send to The Agency a full
statement showing the number of Licensed Goods sold or otherwise disposed of
during that period, and the aggregate Net Retail Price in respect thereof,
together with a remittance for the Royalty due to The Agency.
5.2 The Customer shall, on request, allow The Agency, or its
auditors, to inspect, audit and take copies of The Customer’s accounts and
records insofar as necessary to verify sales and other disposals of the
Licensed Goods and the aggregate of the Net Retail Price in respect thereof and
the Royalty due to The Agency. If the sums paid by The Customer to The Agency
are less than the amount certified as due by such auditors, The Customer shall pay
the outstanding balance and (if the said balance exceeds £1,000 or 10% of the
amount due, whichever is the smaller) the auditor’s fees to The Agency within
seven (7) days of the date of the auditors ‘certificate.
5.3 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 in relation to the withholding that The Agency requires in
order to recover the withheld tax.
6.Return of Artwork:
6.1 The Customer shall return original/ physical Artwork to The
Agency by the Return Date.
7.Loss of Artwork:
7.1 Risk in the Artwork shall pass to The Customer at the time of
despatch from The Agency or the Artist (as applicable). The Artwork shall
remain at The Customer’s risk until it has been returned to and received by The
Agency in accordance with the terms of clause 6.
8.Quality of Licensed Goods:
8.1 The Customer shall ensure that any reproductions of the
Artwork for the Licensed Use shall be of first class technical and pictorial
quality and that the Licensed Goods are manufactured to a high standard of
quality and shall, if requested by The Agency, submit samples of the Licensed
Goods to The Agency for their approval prior to any distribution, sale or
disposal of any Licensed Products. If such approval is requested, no Licensed
Goods shall be distributed or sold by The Customer without such prior written
approval.
8.2 The Customer shall comply with all applicable laws, safety
standards, codes and regulations relating to the manufacture, sale,
distribution or other dealing with the Licensed Goods in the Territory.
8.3 If manufactured products are to be supplied, these must be
sent to the Artist directly and not to The Agency.
9.Termination and Consequences of Termination:
9.1 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 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.
9.2 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.
9.3 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.
9.4 Upon termination or expiration of this Licence other than in
accordance with the provisions of clause 9.1, 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,
Royalties shall be due to The Agency on any Licensed Goods sold or otherwise
disposed of during this period.
10.Alterations:
10.1 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.
10.2 The Customer shall not use the Artwork in anything other than
its original form save that The Customer may overprint text on reproductions of
Artwork and apply colour enhancement to reproductions of the Artwork.
10.3 The Customer shall not plagiarise the Artwork or allow the
artwork to be copied in the theme of.
For avoidance of doubt, Illustrator reserves the rights, and [Publisher/Platform/Client] has no rights to, reproduce and/or otherwise use the Work in any manner for purposes of training artificial intelligence/ML models to generate illustration, including without limitation, technologies that are capable of generating works in the same style or genre as the Work, unless [Publisher/Platform/Client] obtains Illustrator’s specific and express permission to do so. Nor does [Publisher/Platform/Client] have the right to sublicense others to reproduce and/or otherwise use the Work in any manner for purposes of training artificial intelligence technologies to generate images without Illustrator’s specific and express permission. In the event that the Agency determines, at own discretion, that artificial intelligence software has been used, the Agency reserves the right to take action as seen fit. The Agency reserves the right to seize any profits and/or revenues generated directly or indirectly by exercising prohibit trading activity as described in this section.
11.Artist:
11.1 The Customer hereby acknowledges that The Agency has been
appointed as the Artist’s sole agent in respect of the exploitation of the
Artwork and all and any other artistic works created by the Artist and The
Customer hereby agrees that if The Customer wishes to acquire an additional
licence to reproduce and exploit such Artwork and other artistic works 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.
12.Assignability:
12.1In 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.
13.Liability and Indemnity:
13.1 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.
13.2 The Customer shall indemnify The Agency and hold it harmless
against any costs, claims, damages, demands, liabilities or expenses (including
legal expenses) awarded against or incurred or paid by The Agency arising out
of or in connection with any breach by The Customer of any of its obligations
under this Agreement.
14. Export Duties:
14.1 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.
15.Credit Line and Copyright Notice:
15.1 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. 15.2 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.
16.Limited Warranties:
16.1 to the best of its limited knowledge and belief The Agency
warrants:
(a)
to the best of its knowledge and it is the exclusive
Licensee of the Artwork and 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.
16.2 The Customer herby confirms understanding that with those
warranties specified in 16.1 there remains approximately a 1% chance some
licences will have concurrent licence terms that contravene the particulars stated
above and in the licence terms granted to the client.
16.3 The Customer herby confirms understanding that unavoidable considering
The Agency’s business model, if there is any claim arising from this understanding
for the avoidance of doubt The Agency shall be Indemnified as clause 13.
16.4 It is usual that The Agency will refund the fee to the
client.
17.Severability:
17.1 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.
18.Entire Agreement and Variation:
18.1This 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.
19.Notices:
19.1All 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 post. If sent by post shall be deemed to have been
delivered (in the case of internal UK/US post) 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 posted, if delivered
personally shall be deemed to have been. If sent via email, they shall not be
deemed as delivered unless confirmed by a non- automatic reply email.
.
20.Governing Law:
20.1This Licence shall be governed by and construed in accordance
with the laws of England and the parties submit to the jurisdiction of the
English Courts.