This is the Agreement between Geocento, meaning Geocento Limited a company incorporated in England and Wales with limited liability, whose principal place of business is at Farthings Stoke Road, Hurstbourne Tarrant, Andover, Hampshire, SP11 0BA (company number 07868159) and you the person who wishes to purchase Products and has provided the identification information required by the Website (the "Customer
") for the supply of Products.AGREED TERMS1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement. Commencement Date
means the date on which this Agreement becomes effective in accordance with clause 3.3;Delivery Date
means the date on which the Customer downloads the Products;End User Licence
means any software or other licence to be entered into between the Customer and the Licensor; Intellectual Property Rights all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements;Licensor
means any person (other than Geocento) who owns the Intellectual Property Rights to a Product and who has granted to Geocento the right (on whatever terms) to sell, distribute or market the Products;Order
has the meaning given in clause 3.1;Order Date
the date on which an Order is placed;Party
means Geocento and/or the Customer as the context requires;Products
means the images or data selected by you using the order placing functionality of the Website;Specification
means the Customer's specification, if any, in relation to the Product and comprising part of the Order;Website
1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3. Any words following the terms including
, in particular
, for example
or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4. A reference to writing
includes e-mail unless otherwise specified.
1.5. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 2. SALES OF THE PRODUCTS
2.1. During the Term and subject to the provisions of this Agreement, Geocento shall sell and the Customer shall buy such quantities of the Products as may be ordered by the Customer from time to time.
2.2. This Agreement shall apply to all future arrangements between the parties for Geocento to supply and the Customer to buy Products (and anything that is not a Product) unless the parties agree otherwise in writing. 3. ORDER PROCESS
3.1. When the Customer wishes to place an order for Products, it shall do so in accordance with the Website's order placing functionality (an "Order
3.2. Placing an Order shall be treated as an offer by the Customer to purchase Products but shall not be binding on the Customer until accepted by Geocento in accordance with clause 3.3.
3.3. Unless agreed otherwise the later of Geocento's receipt of payment from the Customer or the Customer entering into an End User Licence shall indicate acceptance of an Order.
3.4. Geocento shall deliver the Products by making them available for download from the Website or any website of a Provider to which the Website is linked for a period of up to one month (in the case of download from the Website) and for the standard period during which any Provider permits downloads (in the case of download from the website of a Provider) following the Delivery Date (the "Availability Period
"). The Customer shall download the Products within the Availability Period and time shall be of the essence in its obligation to do so. Geocento shall have no obligation to make the Products available to the Customer after the Availability Period. 4. SPECIFICATION OF THE PRODUCTS
The Customer shall be entitled to reject any Products that do not comply with the Specification, provided that any purported rejection is made no later than seven days from the date of delivery of the Products or such shorter time as Geocento may indicate on the Website as part of the placing of the Order.5. DELIVERY OF THE PRODUCTS
5.1. Delivery of the Products shall take place at the time the Product is downloaded from the Website or any other website or when delivery is made by any other method agreed by Geocento and the Customer.
5.2. If the Customer rejects any Products which do not comply with the Specification in accordance with clause 4, Geocento shall, within seven days of Geocento accepting that the Products do not comply with the Specification and subject to receiving repayment from the Provider of an amount paid by Geocento to the Provider for the Products, repay to the Customer the amount paid by the Customer for the relevant Products.
5.3. If Geocento, acting reasonably, does not accept that Products that the Customer wishes to reject in accordance with clause 5.2 do not comply with the Specification, it shall inform the Customer of that decision (with a reasonable amount of information about how the decision was made) as soon as is practicable, and Geocento's decision as to whether the Products comply with the Specification shall be final.6. IMPORT LICENSES
The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by Geocento, the Customer shall make those licences and consents available to Geocento before delivery of the Products. 7. PRICES AND PAYMENT
7.1 The Customer shall pay Geocento for the Products at the price set on the Website (the "Purchase Price
") in advance in accordance with the Website's payment functionality.
7.2 Geocento shall issue a receipt or invoice to the Customer following receipt of payment.
7.3 The Customer shall pay the Purchase Price in the currency specified by the Website's payment functionality.
7.4 The time for payment shall be of the essence and no payment shall be deemed to have been made until Geocento has received payment in cleared funds.
7.5 If the Customer does not make payment on or before the date on which it is due, interest shall be payable on the overdue amount at the rate which is the greater of the rate in force pursuant to the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 or 4% above the Bank of England base rate from time to time. Interest shall be payable at this rate both before and after any judgment is made against the Customer until the date on which payment in cleared funds is received in full, including all accrued interest.
7.6 The Customer shall make all payments due under this Agreement without any deduction by way of set-off, counterclaim, discount or otherwise unless the Customer has a valid court order from a court in England and Wales requiring an amount equal to or more than such deduction to be paid to Geocento by the Customer, or unless such rights relied on cannot be excluded by the law of England and Wales or the insolvency laws of the jurisdiction in which the Customer is resident.
7.7 Geocento shall use every commercially reasonable effort to deliver the Specification within the agreed timeframe. In the event that Geocento is unable to fulfil the Customer's Specification within the agreed timeframe as a result of circumstances beyond Geocento's control, Geocento shall notify the Customer of the same as soon as reasonably practicable, and the delivery time shall be extended by the period of delay, plus a reasonable lead-time. 8. RESALE AND LAWFUL USE
8.1 The Customer is not permitted to resell the Products to any person and warrants and undertakes to Geocento that the Products are for its own use and it will not resell the Products to any person.
8.2 The Customer irrevocably and unconditionally warrants and undertakes that it will only use the Products for lawful purposes.
8.3 The Customer shall indemnify Geocento and hold Geocento harmless for any liability whatsoever that Geocento suffers by reason of breach by the Customer of the warranty and undertaking in clause 8.2.9. TITLE TO PRODUCT - END USER LICENSE PREVAILS
9.1 Risk in and responsibility for the Products shall pass to the Customer upon delivery.
9.2 Title to the Products (as defined in clause 9.3) shall not pass to the Customer until the later of receipt by Geocento of payment for the Product or the Customer entering into an End User Licence in respect of the Product.
9.3 If the Customer has entered into an End User Licence in respect of a Product, the End User Licence shall prevail over this Agreement in relation to the Customer's title to the Product if any and the basis on which it may use the Product. 10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Customer acknowledges that:
(a) the Intellectual Property Rights are Geocento's (or a Licensor's) property;
(b) nothing in this Agreement shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights. Geocento asserts its full rights (if any) to control the use of its trade marks within the EEA; and
10.2 The Customer shall not use (other than pursuant to this Agreement) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which Geocento (or the owner of the trade mark associated with the relevant Product) owns or claims rights in anywhere in the world.
10.3 The Product, when displayed in accordance with the Permitted Uses specified in Article 9, shall include the Geocento logo, in cases where the Licensor's logo is required to be displayed on the Product.
10.4 The Customer shall indemnify Geocento against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Geocento arising out of or in connection with any claim made against Geocento for actual or alleged infringement of a third Party's intellectual property rights arising out of or in the Customer's use of the Products in breach of this Agreement or any End User Licence. 11. TERM AND TERMONATION
11.1 This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Order Date and shall terminate on the Delivery Date, unless:
11.2 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without liability to the other, if the other Party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach.
11.3 On termination of this Agreement for any reason the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination including clause 1, clause 10 and clause 11, shall not be affected or prejudiced. 12. LIMITATION OF LIABILITY
12.1 Geocento's total liability in contract, tort (including negligence), misrepresentation or otherwise in relation to this Agreement shall be limited to the amount paid by the Customer for the Products.
12.2 Geocento shall not be liable to the Customer for:
(a) any use made or resale of the Products by the Customer or of any product incorporating the Products;
(b) any indirect, special or consequential loss or damage; or
(c) loss of data or other equipment or property; or
(d) economic loss or damage; or
(e) incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
(f) any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill,
(g) even if Geocento is advised in advance of the possibility of any such losses or damages.
1.3 Geocento shall not be liable for any losses arising from the Customer's subsequent use or misuse of the Products.
1.4 Geocento is not liable for a defect in the Products unless it is notified to Geocento within seven days of Delivery Date.
1.5 Notwithstanding any other clause, including clauses 12.1 to clause 12.4 inclusive, nothing in this Agreement shall limit Geocento's liability for death or personal injury or for fraudulent misrepresentation or for any other liability that cannot lawfully be limited or excluded in accordance with the laws of England and Wales. 13. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or verbal, relating to its subject matter. 14. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 15. THIRD-PARTY RIGHTS
A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third Party which exists, or is available, apart from that Act.
16. GOVERNING LAW
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 The Agreement has been entered into on the date stated at the beginning of it. 17. JURISDICTION
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).