AGREEMENT FOR USE OF IMAGES AND LOGOS FROM TOURISM NT IMAGE GALLERY
TOURISM NT (ABN 17 435 764 236) a body corporate established pursuant to the Tourism NT Act and located at Development House, 76 The Esplanade Darwin in the Northern Territory of Australia (“Tourism NT”)
The Party seeking access to and use of Tourism NT Images and Tourism NT Logos from the Tourism NT Image Gallery (“User”)
A. Tourism NT is the owner of Tourism NT Images and Tourism NT Logos.
B. Tourism NT Images and Tourism NT Logos are provided to the User solely for the purpose of promoting tourism to the Northern Territory of Australia.
C. Tourism NT agrees that the User can use either or both Tourism NT Images and Tourism NT Logos subject to the terms and conditions of this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 Defined Terms
(a) 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 Media Equation Pty Ltd (ABN 55 078 994 555) or any other distributor subsequently contracted by Tourism NT to distribute Tourism NT Images and Tourism NT Logos;
“End Date” means the date specified in the User’s Request Form for the return of all copies of the Tourism NT Images and/or Tourism NT Logos to which the User’s Request Form relates, that are in the User’s possession, custody or control;
“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;
“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 the positive promotion of tourism in the Northern Territory of Australia subject to any Usage Restrictions imposed on the User by Tourism NT;
“Publication” means the act or process of supply to the public of any material containing Tourism NT Images or Tourism NT Logos, including but not limited to:
retail posters; and
"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;
“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:
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; or
the format or media in which a Tourism NT Image or Tourism NT Logo may be used; and
“User’s Request Form” means the form submitted to Tourism NT by the User requesting use of 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, Tourism NT grants to the User a non-exclusive licence to access, use and reproduce Tourism NT Images and Tourism NT Logos for the Permitted Purpose.
2.2 The licence granted to the User to access, use and reproduce Tourism NT Images and Tourism NT Logos includes the right for the User to grant a sub-licence to its employees, agents, contractors and subcontractors, subject to the conditions in clause 4.
2.3 For the avoidance of doubt this Agreement and the licence granted to the User do not:
(a) affect Tourism NT’s ownership of 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; and
(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 acceptance by Tourism NT of the User's Request Form and will expire on the End Date specified in the User's Request Form, unless terminated earlier in accordance with clause 12
(b) For the purposes of clause 3(a), Tourism NT will communicate acceptance of a User’s Request Form by sending an electronic mail to the electronic mail address provided in the User’s Request Form
4. CONDITIONS OF LICENCE
4.1 The User, its employees, agents, contractors, subcontractors, licensees and sublicensees must ensure they:
(a) use Tourism NT Images and Tourism NT Logos solely for the Permitted Purpose and not for any other purpose;
(b) access the Tourism NT Image Gallery only when they have been granted the Licence in accordance with this Agreement and received Registration Information from the administrator of the Tourism NT Image Gallery;
(c) subject to clause 6.2(a), do not modify or alter in any way Tourism NT Images or Tourism NT Logos;
(d) do not share Registration Information with third parties;
(e) do not use Tourism NT Logos or Tourism NT Images on social media without the prior written consent of Tourism NT;
(f) do not transfer Tourism NT Images or Tourism NT Logos to third parties, without the prior written consent of Tourism NT except pursuant to a sub-licence granted in accordance with clause 2;
(g) do not use Tourism NT Images or Tourism NT Logos to produce materials for commercial sale, without the prior written consent of Tourism NT; and
(h) comply with any Usage Restrictions which apply to any Tourism NT Images or Tourism NT Logos at the time they first acquire the Tourism NT Images or Tourism NT Logos.
4.2 Tourism NT may impose 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.
4.3 Tourism NT must notify the User of any 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 accordance with clause 14.
5. USER'S WARRANTY
5.1 The User warrants that:
(a) the information provided to Tourism NT that is contained in the User’s Request Form, is 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 seven (7) Business Days upon becoming aware of such a change; and
(c) it has made enquiries and is aware of the Usage Restrictions which apply to the User at the time they first acquire any Tourism NT Images or Tourism NT Logos.
6. USE OF TOURISM NT IMAGES AND TOURISM NT LOGOS
6.1 Usage Restrictions
The use of Tourism NT Images and Tourism NT Logos under this clause 6 is subject to any Usage Restrictions imposed on any Tourism NT Images or Tourism NT Logos in accordance with clause 4.
6.2 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:
Tourism NT Images and Tourism NT Logos are used strictly in accordance with the Global Style Guide;
Tourism NT Logos retain any minimum width requirements specified in the Global Style Guide; and
Tourism NT Logos retain any minimum space requirements specified in the Global Style Guide.
6.3 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
6.4 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:
the final Publication and other material must be of a professional standard;
Tourism NT Images and Tourism NT Logos must not be demeaned or disparaged in any way by their incorporation; and
Tourism NT Images and Tourism NT Logos must be used in their entirety and in their original colours.
6.5 Tourism NT Attribution Requirements
(a) The User, when using or presenting Tourism NT Images in any medium, must attribute Tourism NT as the source and owner of Tourism NT Images, by providing in a reasonably prominent location:
a credit line to Tourism NT; or
the internet address: travelnt.com (within Australia) or australiasoutback.com (outside Australia); or
a link to the internet address: http://travelnt.com (for Users based in Australia) or http://australiasoutback.com (for Users based outside Australia).
6.6 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:
Tourism NT Images are captioned appropriately, and where a full caption is not possible, the region must be stated (i.e. Alice Springs Region); and
each Tourism NT Image is 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)
6.6 Verification of Use of Tourism NT Images and Tourism NT Logo
(a) Within one (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 in clause 14.
(b) Within five (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 in accordance with clause 14
7. INTELLECTUAL PROPERTY
The property and copyright and future copyright in all Tourism NT Images and Tourism NT Logos vests solely in Tourism NT
8. 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 entirely free from error.
(a) The User may be required to pay a fee to the Distributor for:
postage and handling of the selected Tourism NT Images or Tourism NT Logos;
converting the selected Tourism NT Images and Tourism NT Logos into the requested format.
(b) Payment of any fees will be processed and received by the Distributor.
(c) The User agrees Tourism NT may share information provided by the User on the User’s Request Form with the Distributor for the purpose of payment of fees in accordance with clause 9
10. GOODS AND SERVICES TAX
(a) For the purposes of this Clause 10, unless the context otherwise requires:
"GST" means any tax imposed on Supply by or through the A New Tax System (Goods and Services Tax) Act1999 ("the Act"). Where any other term is used in this clause that is defined in the Act, it shall have the meaning that it bears in the Act.
“GST Rate” means the percentage amount of GST payable determined under section 9-70 of the Act as amended from time to time; and
"Input Tax Credit", "Recipient", "Supplier" and "Supply" have the meaning they bear in the Act.
(b) The Parties acknowledge that the consideration (if any) under this Agreement is inclusive of GST, where GST is calculated using the GST Rate at the time of forming this Agreement.
(c) The Supplier must provide the Recipient with a tax invoice and/or adjustment notes in relation to the Supply prior to an amount being paid by the Recipient under this Agreement and must do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply
11. EXCLUSION OF LIABILITY AND INDEMNIFICATION
11.1 The User acknowledges and agrees that Tourism NT and its officers, employees, agents, contractors and invitees 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 any third party's use of Tourism NT Images or Tourism NT Logos or from any reason whatsoever;
(b) results from the User’s use of Tourism NT Images or Tourism NT Logos or any breach of this Agreement or any negligence by or on behalf of Tourism NT;
(c) arises from the User’s failure to pay any fees arising under clause 9; or
(d) 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 transferred any Tourism NT Images or Tourism NT Logos.
11.2 The User indemnifies Tourism NT its employees, agents, contractors and invitees against all claims, demands, losses, suits, actions, damages, costs and expenses which Tourism NT its employees, agents, contractors or invitees may sustain or incur or be or become liable in respect of, either arising from, caused by, or contributed to (to the extent of such contribution) by:
(a) the use of Tourism NT Images and Tourism NT Logos, made or permitted to be made by the User;
(b) the use of any Publication or other material made by or on behalf of the User, which incorporates Tourism NT Images and Tourism NT Logos;
(c) the User’s failure to pay any fees arising under clause 9; or
(d) 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
(a) Tourism NT may in its absolute discretion, and without notice, deregister a User from the Tourism NT Image Gallery.
(b) Tourism NT may by written notice to the User terminate this Agreement if the User:
uses Tourism NT Images and Tourism NT Logos other than for the Permitted Purpose;
uses Tourism NT Images or Tourism NT Logos to produce materials for commercial sale without the prior written consent of Tourism NT; or
breaches any of the provisions of this Agreement and where that breach is capable of remedy the User fails to remedy such breach within:
five (5) Business Days (for print promotions);
48 hours (for internet promotions); or
24 hours (for television promotions),
of receipt of notice from Tourism NT specifying the breach and requiring it to be rectified.
(b) Upon termination of this Agreement:
the User will be deregistered from the Tourism NT Image Gallery;
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;
all rights of the User granted under this Agreement 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;
the User must return to Tourism NT all copies of Tourism NT Images and Tourism NT Logos in its possession, custody or control; and
the User must 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
13. DISPUTE RESOLUTION
13.1 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.
13.2 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.
13.3 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.
13.4 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.
(a) All notices, approvals, consents, demands or other communications required or permitted to be given under this Agreement must be in writing and served:
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 notification being sent by or on behalf of the addressee advising that the addressee is “out of office” or similar.
(c) For the purposes of this clause, the address for service of each Party is as follows:
|Address for service of notices||Contact Person||Image Gallery Coordinator|
76 The Esplanade
Darwin, NT, 0800
GPO Box 1155
Darwin, NT, 0801
|Telephone||61 8 8999 3900|
|Fax||61 8 8999 3888|
Address for service of As set out in the contact details contained in the User's Request Form.
(d) The User must within five (5) Business Days of any change of the details specified in clause 14 (c) advise Tourism NT of the change by sending a letter to the address for service.
15. COMPLIANCE WITH LAWS
The User must comply with all laws in force in the Northern Territory of Australia from time to time.
16. SURVIVING CLAUSES
(a) All of the following clauses will survive the termination of this Agreement:
Clause 4 (Conditions of Licence);
Clause 5 (User’s Warranty);
Clause 7 (Intellectual Property);
Clause 11 (Exclusion of Liability and Indemnity)
Tourism NT may, in its absolute discretion, from time to time change the terms and conditions set out in this Agreement
A Party may only assign or otherwise deal with this Agreement or any right under this Agreement after obtaining the written consent of the other Party
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
20. NO MERGER
Notwithstanding the termination or sooner expiry of the Agreement, all provisions of this Agreement which are capable of taking effect termination or sooner expiry will continue to remain in full force and effect
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