top of page
20240601-IMG_7902.jpg

TERMS + CONDITIONS

01. ENGAGEMENT

Sentient Imagery has agreed to grant, and the Customer has agreed to accept, a licence to use the Content subject to these Terms. The Parties acknowledge and agree that these Terms apply to all content licenced by Sentient Imagery to the Customer.

02. CONTENT LICENCE

(a) In consideration for the Licence Fee, Sentient Imagery grants the Customer a non-transferable and non-sublicensable right, authority and licence to use, reproduce and publish the Content:

  • during the Licence Term;

  • within the Territory; and

  • for the Specified Use(s),

 

subject to these Terms.

(b) Content is licensed on an individual image-by-image basis, when it is downloaded from Sentient Imagery’s website(s) or otherwise provided or made available by Sentient Imagery.

(c) Each Order is a separate contract on these Terms.

(d) The licence granted in sub-clause (a) above:

  • Begins from the date of full payment of the Licence Fee (except where Sentient Imagery gives express written permission);

  • Continues perpetually until the expiry of the Licence Term (if any) or terminated pursuant to clause 8; and

  • Is non-exclusive, unless expressly agreed in writing by Sentient Imagery.

​​

(e) The rights licensed under the Agreement are personal to the Customer. The Customer may not sell, sublicense, distribute, rent, lease, assign, loan, or otherwise transfer the Content or make the Content available for use by any other Person, or receive revenue from any secondary uses of Content, without the express consent in writing of Sentient Imagery.

 

(f) Images displayed on Sentient Imagery’s website(s) (including thumbnail images and preview images) (“Web Display Images”) are made available to the Customer for evaluation purposes only. There may be some slight variations between Web Display Images and Content. It is a breach of the Agreement and of Intellectual Property laws to use Web Display Images for any purpose or application without purchasing a licence on these Terms.

 

(g) Any use of Content not expressly authorised in the Agreement is not permitted and may result in significant loss and damage to Sentient Imagery not compensable by money damages. Accordingly, the Customer agrees that Sentient Imagery may be entitled to injunctive or other equitable relief to enforce the Agreement and/or prohibit any breach, threatened or actual. The foregoing shall be in addition to, and without prejudice to, or limitation on, any other rights Sentient Imagery may have under the Agreement, at law or in equity.

(h) The Customer is entitled to:

  • Use only a portion of the Content; and/or

  • Manipulate, distort or make other alterations (including overprinting by text or other Content) to the Content, unless that right is expressly removed by the Agreement. 

(i) The Customer’s right to use, reproduce and publish the Content does not include the right to remove, alter or otherwise affect general rights information, including (without limitation) any notices or metadata accompanying or part of the Content which records creator details, copyright ownership or publication status of the Content.

(j) Any breach of the Agreement by the Customer which results in damage to the professional reputation of Sentient Imagery, entitles Sentient Imagery to compensation from the Customer for that damage in addition to any other remedies available to Sentient Imagery.

(k) Notwithstanding any other provision in the Agreement, Sentient Imagery shall be entitled to use the Content in any manner and at any time on its website for self-promotion and for any other purpose within Sentient Imagery’s business activities.

03. INTELLECTUAL PROPERTY

(a) All rights to title in the Content are owned by Sentient Imagery or its licensors. The Agreement does not convey title or grant any rights of ownership in the Content to the Customer.

(b) The Customer agrees that, except for the rights expressly provided under the Agreement, no other rights are granted or have been transferred to the Customer and the Customer shall not in any way challenge or dispute or make claim to the ownership of, or any right in, the Content.

 

(c) Copyright in any new Content created from any manipulation, alteration, distortion or overprinting of text or other Content of the licensed Content shall remain with Sentient Imagery and shall be licensed to the Customer on these Terms.

 

(d) The Customer shall immediately notify Sentient Imagery of any identified or suspected infringement of Content, but may not sue or take any action against any third party in respect of any misuse or infringement of Content without the prior written consent of Sentient Imagery.

 

(e) Where the Content is used for Editorial Use, the Customer must (unless otherwise agreed by Sentient Imagery in writing) attribute the Content to Sentient Imagery, as follows: © Copyright Sentient Imagery Limited (www.sentientimagery.co.nz). (Or such other attribution as Sentient Imagery may specify in writing, at any time). Failure to provide attribution where required is a material breach of the Agreement.

(f) Where the Content is published on Instagram, Facebook, Pinterest, LinkedIn, Tiktok or YouTube, the Customer must (unless otherwise agreed by Sentient Imagery in writing) attribute the Content to Sentient Imagery, as follows: Photography by Sentient Imagery with the social media handle (@SentientImagery)(Or such other attribution as Sentient Imagery may specify in writing, at any time). Failure to provide attribution where required is a material breach of the Agreement.

(g) If the Customer fails (for whatever reason) to provide the attribution described in subclause (e) above, then in addition to all other rights under the Agreement or at law, the Customer shall be liable to pay a further non-attribution fee calculated at 100% of the total Licence Fee, which the Customer acknowledges and agrees to be a fair and reasonable pre-estimate of the loss suffered by Sentient Imagery.

04. RESTRICTED USES

The Customer is not permitted to:

(a) Use Content in a way that:

  • Violates any laws or regulations in any applicable jurisdiction;
  • Infringes any copyright, trade name, trademark or any other Intellectual Property right;

  • Is considered by Sentient Imagery to be (or is under any applicable law) pornographic, obscene or defamatory in nature;

  • Allows third parties to download, extract or otherwise access Content as a stand-alone file; or

  • Suggests or implies that a person in the Content is personally endorsing a product, service, idea, opinion or site.

(b) Incorporate Content into a trademark, registered design, service mark, business name, or logo.

 

(c) Subject to clause 5, use Content that features an identifiable person or property, regardless of the presence of property release(s) or model release(s) signed by that person(s), to depict or illustrate unflattering situations, or where the use of Content would be unduly controversial to a reasonable person without a disclaimer (for example, where the Content is used to depict or address sexual health). The disclaimer must state that the Content is a stock image being used for illustrative purposes only and that any person in the Content is a model.

 

(d) Represent that the Customer is the original creator of a work made up of or comprising (in whole or in part) any licensed Content.

 

(e) Use Content in Template products.

 

(f) Use a size of the Content larger than the Content size purchased under the Agreement.

05. SENSITIVE USE RESTRICTION

The Customer is not permitted to use Content that includes an identifiable person in conjunction with a potentially sensitive subject matter, including but not limited to, actual or implied sexual activity, substance abuse and recovery, sexually transmitted infections, mental health concerns and disorders, abuse, abortion, promotion of tobacco use, recreational drug use, or any implication that a model engages in an activity that is illegal (“Sensitive Use”) without prior written consent from Sentient Imagery. This restriction does not apply to Content where it is clear the intended purpose of the Content is to convey a Sensitive Use.

06. USERS OF CONTENT

(a) The Customer may allow a contractor or service provider to use the Content where they are assisting in the creation, production or distribution of work for the Customer’s use. These contractors and service providers must agree to be bound by these Terms and must not use the Content for any other purpose.

 

(b) If the Customer purchases Content on behalf of an employer or other Person, the Customer represents and warrants that the Customer is authorised to act as their agent and has authority to bind them to these Terms. If the Customer does not have authority to legally bind the other Person or they do not agree to the Terms, then neither the Customer nor the other Person can use the Content. The rights purchased may only be used by one party and not both (i.e. the Customer and the Customer’s employer/principal cannot both use the licence). The Customer must not charge the employer or customer a higher amount for the Content than the amount paid to Sentient Imagery for the Content.

07. PAYMENT TERMS

(a) The Licence Fee for use of the Content will be notified to the Customer by Sentient Imagery or displayed on Sentient Imagery’s website(s) and (unless otherwise agreed by Sentient Imagery) must be paid by the Customer prior to the downloading or use of the Content. Sentient Imagery reserves the right to change the Licence Fee at any time, provided that this will not apply to pre-existing licences. Currently pricing will be available on Sentient Imagery’s website and will apply to purchases made at that time.

 

(b) Unless otherwise agreed, the Customer shall pay Sentient Imagery the Licence Fee in full and without set off or deduction by following the payment instructions on Sentient Imagery’s website(s). The Customer is not permitted to use Content until payment of the Licence Fee has been made in full, except where Sentient Imagery gives express written permission.

 

(c) If Sentient Imagery agrees that the Licence Fee shall be invoiced to the Customer, invoice payments will be due within 10 Working Days of the Content being downloaded by the Customer from Sentient Imagery’s website(s) or otherwise supplied to the Customer, unless otherwise agreed.

 

(d) If the Customer fails to pay any money when due to Sentient Imagery, the Customer shall indemnify Sentient Imagery for all costs and disbursements incurred by Sentient Imagery in enforcing its rights under the Agreement and in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, and Sentient Imagery’s collection agency costs).  The Customer shall also pay late-payment interest on any money outstanding at a rate of 2.5% of the overdue amount per month, accruing on a daily basis from the due date until the payment is received in full by Sentient Imagery.

 

(e) Failure to pay the Licence Fee when due is a material breach of the Agreement.

08. TERMINATION

(a) The Agreement may be terminated by either Party by written notice if the other Party commits a breach of the Agreement, and if that breach is capable of remedy, fails to remedy the breach within 14 days of receipt of written notice from the first-mentioned Party requiring it to do so.

(b) Sentient Imagery may, by notice to the Customer, immediately terminate the Agreement if the Customer takes any action or causes or induces or supports any action to call into question the validity, enforceability or proprietary nature of the Content. In such a case, any rights in the Content conferred upon the Customer shall immediately be revoked.

(c) The Agreement shall immediately and automatically terminate and all rights in the Content conferred upon the Customer shall be immediately revoked if:

  • The Customer commits an act of bankruptcy or makes any assignment or composition with its creditors;

  • Liquidation or bankruptcy proceedings are commenced for the Customer;

  • The Customer has a receiver, manager or statutory manager appointed; or

  • A licence upon which Sentient Imagery relies on in order to grant rights to the Customer under the Agreement is terminated or expires.

09. CONSEQUENCES OF TERMINATION

Upon termination of the Agreement for any reason whatsoever:

(a) The termination of the Agreement shall be without prejudice to the rights and remedies of Sentient Imagery in respect of any prior breach of the Agreement by the Customer.

 

(b) The Customer must:

  • Immediately stop using, and must delete or destroy, all Content.  This includes (without limitation) the immediate removal of the Content from all printed material, publications, websites and social media; and

  • Certify in writing that all such materials have been deleted or destroyed, and that none are held by the Customer.

 

(c) Sentient Imagery will endeavour to contact the Customer immediately should the Agreement be terminated for any of the reasons described in clause 8(c). Sentient Imagery will have no liability to the Customer as a result of terminating the Agreement.

10. REPRESENTATIONS AND WARRANTIES

(a) Sentient Imagery represents that, to the best of its knowledge, the use of the Content in accordance with the Agreement, excluding any modifications by the Customer, will not infringe or violate Intellectual Property rights or privacy rights of any third party.

 

(b) Sentient Imagery does not make any representation or provide any warranty in respect of the use of names, people, trade marks, logos, designs, works of art, or architecture depicted or contained within Content. While Sentient Imagery takes reasonable precaution to control the supply of Content where releases might be required, and to advise the Customer as to the need for, or the existence or non-existence of a release, the Customer is solely responsible for determining whether further releases, consents or licences are required in respect of the Customer’s intended use of the Content. Where the Customer is in doubt, the Customer must contact Sentient Imagery before using the Content.

 

(c) Whilst reasonable efforts have been made to correctly categorise, keyword, caption and title the Content and ensure the accuracy, correctness and reliability of the Content and any metadata provided with the Content, Sentient Imagery makes no representations and provides no  warranties as to the accuracy, correctness or reliability of such information, or of any metadata provided with the Content and does not accept any liability for loss or damage incurred by the Customer or any third party caused by any such errors.

 

(d) Except as expressly provided within the Agreement, Content is provided “as is” and Sentient Imagery makes no representations and disclaims all warranties relating to the Content, including, but not limited to image quality or fitness for a particular purpose.

 

(e) If the Customer is acquiring the Content for business purposes, the Customer acknowledges that its rights are subject to the Agreement only and all guarantees, warranties, rights or remedies implied by the Consumer Guarantees Act 1993, sections 9, 12A and 13 of the Fair Trading Act 1986, and any similar statues, are expressly excluded to the maximum extent permitted by law.

11. INDEMIFICATION

(a) Sentient Imagery agrees to indemnify the Customer for any claim by a third party (including any damages and liability) arising out of any breach by Sentient Imagery of clause 10(a)(“IP Claim”), provided that the Customer must:

  • Promptly notify Sentient Imagery in writing of any IP Claim;

  • Authorise Sentient Imagery to assume sole control over the defence of any IP Claim thereafter, together with the right to settle or compromise such claim;

  • Make available to Sentient Imagery such information, assistance and authority as may be reasonably requested by Sentient Imagery in order to enable Sentient Imagery to defend any an IP Claim; and

  • Not admit liability for, settle, incur expenses in connection with or otherwise prejudice Sentient Imagery’s position in respect to the IP Claim.

 

In the event any IP Claim is asserted, Sentient Imagery may without limitation and at its option:

  • Obtain such rights and/or licences from the claimant as may be necessary to enable the Customer to continue using the Content,

  • Discontinue the relevant Content licence(s) and refund the corresponding Licence Fee (as Customer’s sole remedy, and Sentient Imagery’s sole and complete liability); and/or

  • Modify the Content with respect to which such IP Claim is asserted so as to avoid further claimed infringement.

This indemnity by Sentient Imagery will not apply for any claim or liability arising from or in relation to the combination or use of the Content with any images or components not supplied by Sentient Imagery, or where the Content has not been used in accordance with the Agreement or where the Customer has breached any aspect of the Agreement.

(b) The Customer agrees to indemnify and hold Sentient Imagery, including its officers, directors, employees, contractors, shareholders, related persons and content suppliers harmless for all claims, damages, liabilities and expenses (including legal fees and disbursements on a solicitor and client basis) arising from:

  • The Customer’s modification of the Content; or

  • The use of the Content, including any Sensitive Use of the Content, or

  • The Customer’s failure to obtain any releases for the Content; or

  • Any breach of the Agreement by the Customer.

12. EXCLUSIONS AND LIMITATIONS OF LIABILITY

(a) Except as specifically stated in the Agreement or otherwise required by law, Sentient Imagery and its officers, directors, employees, contractors, shareholders, related persons and content suppliers will not be liable for damages of any kind, (including without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of the Customer’s use of or inability to use the Content or arising from the Agreement or Sentient Imagery’s website, whether or not Sentient Imagery has been advised of the possibility of such damages.  This exclusion of liability applies to liability in contract, tort (including negligence) and any other principle or type of legal liability.

 

(b) Any liability of Sentient Imagery arising from or relating to the Content, the Agreement or Sentient Imagery’s website, including the liability of Sentient Imagery’s officers, directors, employees, contractors, shareholders, related persons and content suppliers collectively, which cannot by law be excluded, shall be limited to a maximum of $500 New Zealand dollars in aggregate. This limitation of liability shall apply to all remedies available to the Customer whether in contract, tort (including negligence) and any other principle or type of legal liability.

13. CONFIDENTIALITY

(a) Unless otherwise agreed in writing, the Parties shall at all times keep the Confidential Information confidential.

(b) The Parties must not use any Confidential Information supplied by the other party for any purpose other than the performance or exercise of the Agreement.

(c) The obligations in this clause above shall apply except:

  • As authorised in writing by the party that supplied the information;

  • As reasonably required on a “need to know” basis to officers, employees, and professional advisers of the Party for the purposes of implementing the Agreement, provided such persons have agreed to keep the Confidential Information confidential;

  • As required by law or to enforce the Agreement; or

  • To the extent that any Confidential Information is already, or becomes, public knowledge, other than as a result of a breach of the Agreement

 

(d) Notwithstanding any other provision in the Agreement, where information or material relates exclusively to one Party, nothing in the Agreement shall require that Party to maintain confidentiality in respect of that information or material.

14. PRIVACY

Sentient Imagery may collect certain Personal Information about the Customer. The Customer consents to the collection, use, disclosure and processing of that information by Sentient Imagery in accordance with Sentient Imagery’s Privacy Policy (accessible at www.sentientimagery.co.nz/privacypolicy). Sentient Imagery’s Privacy Policy may be updated from time to time. The Parties agree that Sentient Imagery’s Privacy Policy, as may be modified by Sentient Imagery from time to time, is incorporated into the Agreement.

15. ASSIGNMENT

The Customer may not assign, novate or otherwise deal with its rights and obligations under the Agreement without Sentient Imagery’s prior written consent. Sentient Imagery may licence, assign and/or novate all or any part of its rights and/or obligations under the Agreement by written notice to the Customer.

16. SURVIVAL

The covenants, conditions and provisions of the Agreement capable of having effect after the termination of the Agreement shall remain in full force and effect following termination of the Agreement.

17. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, licences, statements and understandings, whether verbal or in writing, on the subject matter of the Agreement.

18. FORCE MAJEUER

Sentient Imagery shall not be liable in any way whatsoever for any delay or breach of the Agreement caused directly or indirectly by war, acts of God, strikes, lockouts, labour disputes, riots, government action or interference, fire, earthquake, accidents, interruption to transportation or telecommunications, internet or website outages or delays, or any other cause beyond Sentient Imagery’s reasonable control.

19. GOVERNING LAW AND RESTRICTION

The Agreement shall be construed in accordance with and governed by the laws of New Zealand and the Customer submits to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to the Content and the Agreement.

20. GOOD FAITH

The Parties agree to act in good faith towards one another and use their best endeavours to comply with the spirit and intention of the Agreement.

21. VARIATION OR WAIVER

(a) The provisions of the Agreement shall not be varied except by agreement between the Parties in writing.

 

(b) No right, duty or obligation in the Agreement shall be deemed to be waived except by agreement between the Parties in writing.

22. SEVERABILITY

If any provision or part of any provision of the Agreement is for any reason declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable it shall not affect the legality, validity or enforceability of the other provisions or part provisions of the Agreement and shall be severed from the Agreement so that the remaining provisions or part provisions of the Agreement remain in full force and effect.

23. NOTICES

Any communication or notice given under the Agreement must be given in writing either personally, or by email to the relevant party's communication points as normally used for correspondence (or such other address as may be notified in writing by one party to the other) and will be deemed effective:

  • In the case of personal delivery, when delivered; and

  • In the case of email, 4 hours after the electronic communication enters the recipient’s information system.

The Customer must provide written notice to Sentient Imagery of any change in the Customer’s details (including but not limited to, changes in the Customer’s name, email address and contact phone number).

24. RELATIONSHIP BETWEEN THE PARTIES

(a) Nothing expressed or implied in the Agreement shall constitute either Party as the partner, agent, fiduciary, employee or officer of, or as a joint venture with, the other Party and neither Party shall make any contrary representation to any Person.

 

(b) Unless specifically agreed in writing, no provision of the Agreement shall empower a Party to act on behalf of the other Party in any way, or to incur any liability on behalf of the other.

25. DEFINITIONS OF CAPITALISED WORDS

In the Agreement, the following meanings apply:

(a) “Agreement” means the contract between the parties comprising these Terms and the Order (including the Licence Term, if any);

(b) “Commercial Use” means any use to advertise or promote a product, business or service (including advertising, marketing, promotion, packaging, publication covers, advertorials etc), and any other use that is not an Editorial Use;

(c) “Confidential Information” means information of a confidential nature in whatever form (including electronic) whether disclosed before or after the Agreement comes into effect including, but not limited to, information relating to the other Party’s business including its financial and commercial affairs, agreements and customer information, Sentient Imagery’s pricing details, the contents of all negotiations between the Parties (if any), and the other Party’s personal information;

(d) “Content” means any or all of the photographs and other artistic works (in any format or medium) downloaded from Sentient Imagery’s website or supplied by Sentient Imagery to the Customer;  

(e) “Copyright” means, by virtue of the Copyright Act 1994, (or equivalent law if the Territory is outside New Zealand) the copyright subsisting in original works that are part of, or incidental to, the Content;

(f) “Customer” means the Person obtaining the Content licence granted by Sentient Imagery under the Agreement, and may include any Person(s) acting as an agent and/or behalf of company and/or trust and/or partnership;

(g) “Editorial Use” means use of Content as part of documenting or reporting on a newsworthy story or event, or for education;

(h) “Intellectual Property” means patentable material, patents, copyright, trade marks (including names, labels, get-up, logos, patterns or other identifying marks), designs, rights in software and designs, and any other right granted by operation of law which confers protection on any written or artistic work created by intellectual effort (including, without limitation, rights in graphics, text, processes, music, videos, sounds, pictures, compilations, templates, page layout, digital conversion or other materials) and all associated intangible assets created as a by-product (including, without limitation, brands, trade names, services, methods, techniques, configurations, know-how, confidential information, methods, concepts and ideas);

(i) “Licence Fee” means the amount payable by the Customer (as specified in the Order or otherwise agreed between the Parties in writing) in consideration for its licence of the Content and associated rights as detailed in the Agreement;

(j) “Licence Term” means the term of this licence (if any) as agreed between the Parties or as specified in the Order;

(k) “Order” means the commercial terms selected by the Customer on Sentient Imagery’s website and agreed by Sentient Imagery, or any licence terms agreed between the Parties in an order form or otherwise in writing (if applicable);

(l) “Parties” means the Customer and Sentient Imagery, and “Party” means one of them;  

(m) “Person” includes references to any natural person, company, corporation, firm, partnership, joint venture, society, organisation or other group or association of persons (whether incorporated or not), trust, state or agency of state, statutory or regulatory body, local authority, government or governmental or semi-governmental body or agency (in each case whether or not having separate legal personality);

(n) “Personal information” means information about an identifiable individual and includes, without limitation, names, addresses, phone numbers, email addresses and IP addresses;

(o) “Sentient Imagery” means Sentient Imagery Limited (trading as Sentient Imagery);

(p) “Specified Uses” means the only use or uses for which the Content may be used (either Editorial Use, or Commercial Use, or both), as requested by the Customer and agreed by Sentient Imagery. If no specified uses are included in the Order, then the Customer may use the Content for Commercial Use, provided that the Content must not be used for calendars, postcards, posters, photobooks or any similar uses without Sentient Imagery’s prior written consent;

(q) “Template” means any pre-designed format or structure which may be customised by an individual user by replacing generic elements of the format or structure;

(r) “Terms” mean these standard licence terms and conditions of Sentient Imagery;

(s) “Territory” means the territory specified in the Order (if any), in the absence of a territory being specified, the territory is worldwide;

(t) “Working Day” means any day of the week, other than:

  • Saturdays and Sundays;

  • A public holiday observed in Waikato, New Zealand; and

  • A day in the period commencing with the 24th day of December in any year and ending with the 5th day of January in the following year.

26. GENERAL RULES OF INTEPRETATION

In the Agreement, unless the context otherwise requires:

(a) Singular words include the plural and vice versa, and where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(b) References to any Party shall mean and include a reference to that Party, its successor, executors or personal representatives (as the case may be), and transferees;

 

(c) Where more Parties than one are covenanting Parties, the covenants expressed or implied in the Agreement bind the covenanting Parties jointly and each of them severally;

 

(d) Any reference to legislation, statute, regulation, ruling, code, rules or ordinance includes reference to any modification, substitute for, consolidation or re-enactment of it and any regulation, order in council or other instrument from time to time made or issued under such legislation, statute, regulation, ruling, code, rules or ordinance;

 

(e) Headings are for convenience only and do not affect the interpretation of the Agreement except for use as cross-references;

 

(f) Any covenant not to do anything shall also constitute an obligation not to suffer, permit, cause or assist any other Person to do that thing;

 

(g) A document or agreement between the Parties to the Agreement (including this licence) includes such document or agreement as modified varied, supplemented, novated, replaced or substituted from time to time; and

 

(h) References in the Agreement to currency are references to New Zealand currency unless otherwise specified.

bottom of page