AGREED TERMS
1. DEFINED TERMS
In this Agreement unless a contrary intention appears:
“Business Day” means a day which is not a Saturday, Sunday or Public Holiday in Darwin in the Northern Territory;
“Distributor” means the distributor contracted by Tourism NT to distribute Tourism NT Images and Tourism NT Logos;
“Global Style Guide” means the guidelines set out in the Tourism NT Style Guide available for download;
“Intellectual Property” means all intellectual property rights including patents, copyright, rights in circuit layout, registered designs and trademarks;
“Licence” means the licence granted to the User under clause 2.1;
“Licence Conditions” means the conditions of the Licence under clause 4;
“Party” or “Parties” means a party or the parties to this Agreement;
“Permitted Purpose” means the purpose detailed in the User’s Request Form and approved by Tourism NT for the positive promotion of tourism in the Northern Territory of Australia, subject to this Agreement, the Licence Conditions and any Usage Restrictions (including additional Usage Restrictions under clause 5(c)) imposed on the User by Tourism NT;
“Publication” means the act or process of supply to the public of any material (electronic or otherwise) containing Tourism NT Images or Tourism NT Logos, including but not limited to:
advertisements;
artwork;
brochures;
social media (with the prior consent of Tourism NT);
retail posters; and
banners.
"Tourism NT Images" means photographs, videos and maps available for order from the Tourism NT Image Gallery;
“Tourism NT Image Gallery” means the internet website that contains the Tourism NT Images and the Tourism NT Logos;
“Tourism NT Logos” means all versions of the Tourism NT logo, including icons, pictures and words used in such logos which appear in the Tourism NT Image Gallery;
“User” means the Party seeking access to and use of Tourism NT Images and Tourism NT Logos from the Tourism NT Image Gallery for the Permitted Purpose;
“Registration Information” means the username and password issued by Tourism NT that enable the User to gain entry to the Tourism NT Image Gallery;
“Usage Restrictions” means any limitations or restrictions imposed by Tourism NT on the User on the usage of Tourism NT Images and Tourism NT Logos which may include, but are not limited to:
conditions, restrictions or limitations on the period of time in which a Tourism NT Image or Tourism NT Logo may be used;
the geographical area in which a Tourism NT Image or Tourism NT Logo may be used;
the format or media in which a Tourism NT Image or Tourism NT Logo may be used; and
the purpose for which it may be used.
“User’s Request Form” means the form submitted to Tourism NT by the User requesting permission to use selected Tourism NT Images or Tourism NT Logos.
2. LICENCE TO USE IMAGES AND LOGOS
2.1 Subject to the User’s compliance with this Agreement, the Licence Conditions and the Usage Restrictions, Tourism NT grants to the User a non-exclusive, non-transferrable and revocable licence to access, use and reproduce the Tourism NT Images and Tourism NT Logos for the Permitted Purpose.
2.2 The Licence includes the right for the User to grant a sub-licence to its employees, agents, contractors and subcontractors on the same terms and conditions.
2.3 For the avoidance of doubt, this Agreement and the Licence do not:
(a) affect Tourism NT’s ownership of or rights to use Tourism NT Images and Tourism NT Logos;
(b) confer on the User any right of exclusive use of any Tourism NT Image or Tourism NT Logo; or
(c) create any relationship of agency, partnership or trust between Tourism NT and the User.
3. TERM OF LICENCE
(a) This Agreement will commence upon notice to the User of approval by Tourism NT of the User's Request Form.
(b) For the purposes of clause 3(a), Tourism NT will communicate approval of a User’s Request Form by sending an electronic mail to the electronic mail address provided in the User’s Request Form providing Registration Information.
4. CONDITIONS OF LICENCE
The User, its employees, agents, contractors, subcontractors, and sublicensees agree:
(a) to use Tourism NT Images and Tourism NT Logos solely for the Permitted Purpose and not for any other purpose;
(b) not to access the Tourism NT Image Gallery until they have been granted approval in accordance with this Agreement and received Registration Information from the administrator of the Tourism NT Image Gallery;
(c) subject to clause 7.1(a), not to modify or alter in any way Tourism NT Images or Tourism NT Logos;
(d) not to share Registration Information with third parties;
(e) not to use Tourism NT Logos or Tourism NT Images on social media without the prior written consent of Tourism NT;
(f) not to transfer Tourism NT Images or Tourism NT Logos to third parties, without the prior written consent of Tourism NT save for pursuant to a sub-licence granted in accordance with clause 2.2;
(g) not to use Tourism NT Images or Tourism NT Logos to produce materials for commercial sale or other gratuity, without the prior written consent of Tourism NT; and
(h) to comply with any Usage Restrictions which apply to any Tourism NT Images or Tourism NT Logos.
5. USER’S ACKNOWLEDGEMENT
The User acknowledges that:
(a) an acceptance of the Usage Registration (in the absence of approval and Registration Information) does not constitute permission in any way to deal with or obtain any of the Tourism NT Images or Tourism NT Logos;
(b) Tourism NT may in its absolute discretion, and without notice, decide whether to accept or reject the User’s Request Form;
(c) Tourism NT may impose additional Usage Restrictions on any Tourism NT Images or Tourism NT Logos at any time after the User first acquires the Tourism NT Images or Tourism NT Logos at the complete discretion of Tourism NT;
(d) Tourism NT may in its absolute discretion, and without prior notice, instruct the User to permanently remove Tourism NT Images and Tourism NT Logos from the User’s material and the User must promptly comply with the instruction;
(e) Tourism NT must notify the User of any additional Usage Restrictions to be placed on any Tourism NT Images or Tourism NT Logos after the User first acquires the Tourism NT Images or Tourism NT Logos by giving notice in writing in accordance with clause 16. The User will be deemed to have agreed to the additional Usage Restrictions if the User continues to use the material.
(f) Tourism NT does not make any representation or warranty with respect to the use of names, likenesses, personal information, trademarks, logos, uniforms, buildings, signs, registered or copyrighted designs, or works of art depicted in the Tourism NT Images and the Tourism NT Logos. The User is responsible for ensuring that all necessary rights, consents, licences or permissions that may be required are obtained prior to Publication, reproduction or other use of the Tourism NT Images and/or Tourism NT Logos.
6. USER'S WARRANTY
The User warrants that:
(a) the information provided to Tourism NT that is contained in the User’s Request Form is true and accurate at the date the User’s Request Form was submitted for approval to Tourism NT;
(b) if any of the information contained in the User’s Request Form changes from that provided to Tourism NT, it will notify Tourism NT within 5 Business Days upon becoming aware of such a change; and
(c) it is aware of and understands the Usage Restrictions which apply to the User at the time they first acquire any Tourism NT Images or Tourism NT Logos.
7. USE OF TOURISM NT IMAGES AND TOURISM NT LOGOS
7.1 Presentation Requirements
(a) The User may, if necessary, crop Tourism NT Images;
(b) The User must ensure when using Tourism NT Images and Tourism NT Logos that:
(i) Tourism NT Images and Tourism NT Logos are used strictly in accordance with the Global Style Guide;
(ii) Tourism NT Logos retain any minimum width requirements specified in the Global Style Guide; and
(iii) Tourism NT Logos retain any minimum space requirements specified in the Global Style Guide.
7.2 Website Requirements
Where the User uses Tourism NT Images or Tourism NT Logos on a website, the spatial dot density of the Tourism NT Images and Tourism NT Logos must be limited to a maximum of 72 dots per inch.
7.3 Incorporation into a Publication or other material
(a) Where the User incorporates Tourism NT Images and Tourism NT Logos into any Publication or other material:
(i) the final Publication and other material must be of a professional standard;
(ii) Tourism NT, Tourism NT Images and Tourism NT Logos must not be demeaned or disparaged in any way by their incorporation; and
(iii) Tourism NT Images and Tourism NT Logos must be used in their entirety and in their original colours.
7.4 Tourism NT Attribution Requirements
(a) The User, when using or presenting Tourism NT Images in any medium, must attribute the photographer and Tourism NT, as well as the copyright owner (if applicable) as the source and owner of Tourism NT Images, by providing in a reasonably prominent location near the image:
(i) any attribution specifically required as part of the Usage Restrictions; and
(ii) a credit line to photographer, Tourism NT and (if applicable) the copyright owner; and
(iii) the internet address: northernterritory.com (within Australia) or northernterritory.com (outside Australia); and
(iv) a link to the internet address: https://northernterritory.com (for Users based in Australia) or https://northernterritory.com (for Users based outside Australia),
and must ensure that its sub-licensees do the same.
(b) The User must not, and must ensure that its sub-licensees do not, misattribute the Tourism NT Images in any way.
7.5 Tourism NT Captioning and Context Requirements
(a) The User must at all times, when using or presenting the Tourism NT Images in any medium ensure that:
(i) Tourism NT Images are captioned appropriately and accurately, and where a full caption is not possible, the region must be stated (i.e. Alice Springs Region); and
(ii) each Tourism NT Image is used in context (i.e. the image is appropriate and relevant to the body of text where it is placed. For example, an image of Arnhem Land cannot be used to promote a tour or attraction located in Kakadu).
7.6 Verification of Use of Tourism NT Images and Tourism NT Logo
(a) Within 1 month of using Tourism NT Images and/or Tourism NT Logos in a Publication, the User must forward a copy of the Publication either electronically or in hard copy to Tourism NT at the address for service of notices.
(b) Within 5 Business Days of using Tourism NT Images and/or Tourism NT Logos on a website, the User must notify Tourism NT of the uniform resource locator (URL) of that website at the address for service of notices.
8. USE OF SPECIFIC TOURISM NT IMAGES
(a) Uluru-Kata Tjuta National Park
Still and moving imagery of Uluru-Kata Tjuta National Park requires a permit for usage.
The User is responsible for ensuring that all necessary rights, consents, licences or permissions that may be required are obtained prior to publication, reproduction or other use of any Tourism NT Images featuring Uluru-Kata Tjuta National Park.
The Permit application package can be obtained from the Uluru-Kata Tjuta National Park website: https://www.environment.gov.au/parks/permits/index.html
For any queries or further information please contact the Uluru-Kata Tjuta National Park Senior Media Officer:
Senior Media Officer
Uluru-Kata Tjuta National Park
PO Box 119
Yulara NT 0872
Australia
Phone +61 8 8956 1113
Fax +61 8 8956 2360
Email: uluru.media@environment.gov.au
The User must comply with any terms and conditions of the permit.
(b) Indigenous Talent
Tourism NT Images may feature people of Australian Aboriginal or Torres Strait Islander descent (‘Indigenous Talent’). In the event of the Indigenous Talent’s death his or her family can contact Tourism NT to arrange removal of the Indigenous Talent’s image from Tourism NT’s Image Gallery. This means that Tourism NT may in its absolute discretion, and without prior notice, instruct the User to permanently remove any Tourism NT Images featuring the Indigenous Talent from its material, regardless of whether the material is in electronic or hardcopy format. In the event Tourism NT instructs the User to do so, the User must promptly remove the material.
9. ELECTRONIC STORAGE
The User agrees that:
(a) Tourism NT Images and/or Tourism NT Logos must not be duplicated, scanned or electronically retained;
(b) copies of the Tourism NT Images and/or Tourism NT Logos may not be made, used or distributed except as necessary for the Permitted Purpose;
(c) they may only download the Tourism NT Images and/or Tourism NT Logos onto one computer hard drive, and may not store the Tourism NT Images and/or Tourism NT Logos on any network configuration that may be accessed by others (except for sublicensees);
(d) prior to use of any Tourism NT Images or Tourism NT Logos it will ensure that the Tourism NT Image or Tourism NT Logo is the most up-to-date version from the Tourism NT Image Gallery, and will not use any other version of the Tourism NT Images or Tourism NT Logos, including any other version used in the past;
(e) until the User deletes or otherwise destroys all copies of the Tourism NT Images and/or Tourism NT Logos, the User must ensure that any identification number and copyright information included with the Tourism NT Images and/or Tourism NT Logos is retained.
10. INTELLECTUAL PROPERTY
(a) The User acknowledges that the Tourism NT Logos are trademarks owned by Tourism NT.
(b) The property and copyright and future copyright in all Tourism NT Images and Tourism NT Logos vests solely in Tourism NT or, where Tourism NT is licensed to use the Tourism NT Images and Tourism NT Logos, vests solely in the copyright owner.
11. QUALITY OF IMAGES
Tourism NT does not warrant to the User that Tourism NT Images and Tourism NT Logos obtained from the Tourism NT Image Gallery are of a certain quality, accurate or free from error.
12. EXCLUSION OF LIABILITY AND INDEMNIFICATION
12.1 The User acknowledges and agrees that Tourism NT and its officers, employees, agents and contractors will not be liable for any loss, damage (including consequential or indirect loss or damage) or injury which:
(a) is caused to the User arising from or caused by their use, or the use of the User’s sublicensee or any third party on the User or sublicensee’s behalf, of Tourism NT Images or Tourism NT Logos for any reason whatsoever;
(b) arises from the User’s use of Tourism NT Images or Tourism NT Logos; or
(c) arises from any breach of the Usage Restrictions by the User, any sublicensee of the User or any third party to whom the User has made available any Tourism NT Images or Tourism NT Logos.
12.2 The User agrees to indemnify, keep indemnified and hold harmless Tourism NT, its employees, agents and contractors against all claims, demands, losses, suits, actions, damages, costs and expenses which Tourism NT, its employees, agents or contractors may sustain or incur or be or become liable in respect of, either arising from, caused by, or contributed to by:
(a) the use of Tourism NT Images and Tourism NT Logos by the User or its sub-licensees or any third party who has acquired any Tourism NT Images and Tourism NT Logos;
(b) the use of any Publication or other material made by or on behalf of the User or its sub-licensees, which incorporates Tourism NT Images and Tourism NT Logos;
(c) infringement of any Intellectual Property right by the User or its sub-licensees, save to the extent that Tourism NT wrongfully caused or contributed to the infringement;
(d) the User’s breach of this Agreement, including the warranties set out at clause 6;
(e) any breach of the Usage Restrictions by the User, any sub-licensee of the User or any third party who has acquired any Tourism NT Images or Tourism NT Logos from the User.
13. DISCLAIMER
The Tourism NT Image Gallery, Tourism NT Images and Tourism NT Logos are provided ‘as is’ and Tourism NT and its officers, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose. Tourism NT will not be liable for any damages of any kind arising from the use of the Tourism NT Image Gallery or its content, or the unavailability of the same, including, but not limited to lost profits, and direct, indirect, incidental, punitive and consequential damages. The functions embodied on or in the content of the Tourism NT Image Gallery are not warranted to be uninterrupted or without error. Tourism NT makes no warranty that the Tourism NT Image Gallery or the Tourism NT Images and Tourism NT Logos are free from infection by viruses or anything else that has contaminating or destructive properties.
14. SUSPENSION AND TERMINATION
(a) Tourism NT may in its absolute discretion, and without notice, suspend a User’s access to the Tourism NT Image Gallery.
(b) Tourism NT may:
(i) end the suspension by written notice to the User, subject to such preconditions (including variations to this Agreement) as Tourism NT may require; or
(ii) if the matter is not resolved to the satisfaction of Tourism NT within 10 Business Days terminate this Agreement.
(c) Tourism NT may by written notice to the User immediately terminate this Agreement if:
(i) Clause 14(b)(ii) applies;
(ii) the User uses Tourism NT Images and Tourism NT Logos other than for the Permitted Purpose;
(iii) the User uses Tourism NT Images or Tourism NT Logos to produce materials for commercial sale without the prior written consent of Tourism NT; or
(iv) the User breaches any of the provisions of this Agreement and where that breach is capable of remedy the User fails to remedy such breach within:
5 Business Days (for print promotions);
48 hours (for internet promotions);
24 hours (for television promotions); or
in any other case within 10 Business Days,
of receipt of written notice from Tourism NT specifying the breach and requiring it to be rectified.
(d) Upon termination of this Agreement:
(i) the User will be deregistered from the Tourism NT Image Gallery;
(ii) the User’s Registration Information will immediately expire and the Tourism NT Image Gallery will no longer be accessible using the User’s Registration Information;
(iii) all rights of the User granted under this Agreement (including the Licence) will terminate and the User must cease to print, publish, make, produce or use or distribute in any manner whatsoever Tourism NT Images and Tourism NT Logos;
(iv) the User must, and must ensure its sub-licensees and any third party who has acquired any Tourism NT Images and Tourism NT Logos, return to Tourism NT all copies of Tourism NT Images and Tourism NT Logos in its possession, custody or control; and
(v) the User must, and must ensure its sub-licensees and any third party who has acquired any Tourism NT Images and Tourism NT Logos, delete or destroy all copies of Tourism NT Images and Tourism NT Logos held by the User in electronic form, unless consent to retain the material is obtained from Tourism NT in writing.
15. DISPUTE RESOLUTION
15.1 Notice of Dispute
(a) If a dispute arises between the Parties as to any matter concerning this Agreement (“Dispute”), the Party claiming the Dispute may give immediate notice in writing to the other Party providing details of the Dispute.
15.2 Appointment of Independent Expert
(a) Within 5 Business Days of notice of a Dispute being received by a Party, one or both Parties may nominate an independent expert to determine the Dispute.
(b) If the Parties fail to agree as to the identity of an independent expert within 5 Business Days of a Party nominating an independent expert, either or both of the Parties may refer the matter to the President for the time being of the Law Society of the Northern Territory who will nominate an independent expert to determine the Dispute.
15.3 Decision of Independent Expert
(a) The decision of the independent expert is absolute and final and will bind the Parties accordingly and this Agreement will be deemed to be amended to incorporate the terms of the independent expert's decision.
(b) The independent expert will be deemed to be acting in making any decision as an expert and not an arbitrator.
15.4 Costs and materials
(a) The Parties must bear the costs of the independent expert’s determination equally.
(b) The Parties must make available to the independent expert all materials requested by it and must furnish it with all other materials which are relevant to the determination.
16. NOTICES
(a) All notices, approvals, consents, demands or other communications required or permitted to be given under this Agreement must be in writing and served:
personally;
by pre-paid certified post;
by facsimile transmission; or
by electronic email.
at the address of the Party set out below or at such other address as a Party may have substituted for it by written notice to the other.
(b) A notice, approval consent, demand or other communication is deemed to be given by the sender and received by the addressee, if:
given by delivery in person, when delivered to the addressee;
sent by mail, on the second Business Day from and including the date of posting;
sent by facsimile, on receipt of a complete and correct transmission report by the sender and if received by the addressee before 4.00 pm (addressee's time) on a Business Day on that day otherwise it is deemed to be received at 9.00am on the next following Business Day in the place of receipt; or
email, on receipt by the sender of the email of a notification that the message has been received at the addressee’s mailbox, subject to no automatically generated notification being sent by or on behalf of the addressee advising that the message was undelivered or the addressee is “out of office” or similar, in which case the email is deemed not given.
(c) For the purposes of this clause, the address for service of each Party is as follows:
TOURISM NT
Address for service of notices
Contact Person: Image Gallery Coordinator
Physical address:
Level 8, Charles Darwin Centre
19 the Mall
Darwin NT 0800
Australia
Postal Address:
Tourism NT
GPO Box 1155
Darwin NT 0801
Australia
Telephone: 61 8 8999 3900
Facsimile: 61 8 8999 3888
Email: production.tourNT@nt.gov.au
THE USER
Address for service of notices
As set out in the contact details contained in the User’s Request Form.
d) The User must within 5 Business Days of any change of the details specified in clause 16(c) advise Tourism NT of the change by sending a letter to the address for service.
17. COMPLIANCE WITH LAWS
The User must comply with all applicable laws in force with respect to the subject matter of this Agreement from time to time.
18. SURVIVING CLAUSES
(a) All of the following clauses will survive the termination of this Agreement:
Clause 4 (Conditions of Licence);
Clause 6 (User’s Warranty);
Clause 10 (Intellectual Property);
Clause 12 (Exclusion of Liability and Indemnity);
Clause 14(d) (Suspension and Termination)
19. ASSIGNMENT
A Party may only assign or otherwise deal with this Agreement or any right under this Agreement after obtaining the prior written consent of the other Party.
20. SEVERABILITY
If a court determined that a word, phrase, sentence, paragraph or provision in this Agreement is unenforceable, illegal or void then it will be severed and the other provisions of this Arrangement will remain operative.
21. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the law for the time being in force in the Northern Territory of Australia and the Parties submit to the jurisdiction of the courts of the Northern Territory of Australia in respect of all matters arising under or in connection with this Agreement.
22. FURTHER ACTS
Each Party will promptly do and perform all acts and execute and deliver all documents (in a form and context reasonably satisfactory to that Party) required by law or reasonably requested by the other Party to give effect to this Agreement.
23. ENTIRE AGREEMENT
This Agreement terminates and supersedes all previous written and oral agreements between the User and Tourism NT and constitutes the entire agreement between the Parties in relation to its subject matter.