This page sets out the legal terms and conditions (“Terms”) which constitute the agreement under which Uprosa Ltd licenses from its licensors rights in images submitted by licensors by means of an Uprosa website.
Please read these Terms carefully and make sure that you understand them, before submitting any images to Uprosa Ltd by means of the Uprosa website on which these terms are listed. Please note that before submitting an image you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to submit any image.
(A) Uprosa operates an image licensing service, in which it licences to various commercial partners images for use on or in relation to a wide range of products and services. This provides the opportunity for owners of images to derive revenue from their images without having to administer different commercial licensee arrangements assigning ownership of them.
(B) Uprosa also operates its own production business in which it applies images to a range of its own products.
(C) Licensor is the sole owner of the rights in a number of images.
(D) Licensor has agreed to license, on an exclusive basis, its rights in certain of its images to Uprosa and Uprosa has agreed to take a licence of the same on the terms of these Terms.
(E) Uprosa does not take an assignment of rights in Images from the Licensor. The Licensor at all times remains the owner of the copyright in the Image.
(F) Licensor’s attention is drawn in particular to the following Terms: clause 4.1, which provides for an exclusive licence to Uprosa, meaning that the Licensor has no rights to commercialise the Images during the term of the licence to Uprosa; clause 10.4, under which Uprosa can make changes to the Rate Card for royalties and any other term of this agreement; and clause 19.3.3 and 19.5 which provide for certain licence rights to continue even if Licensor (should it be you or referred to in third person – licensor; same comment for another instance of you) terminates the licence to Uprosa.
(G) By indicating its acceptance to these Terms, the Licensor is making a binding promise that neither his/her employer, funder of any of his/her research, or any other person has any other rights in or entitlement to the images he/she submits to Uprosa.
The definitions and rules of interpretation set out in the Schedule apply in this agreement.
2.1 These Terms shall continue in respect of each Image from the Submission Date until terminated in accordance with clause 19. The Licensor acknowledges that the sell-through provisions of clause 19 shall apply in respect of all Images.
2.2 These Terms supersede and cancel all previous agreements Licensor have entered into with Uprosa related to the distribution of any Image.
3.1 Subject to the rights granted in these Terms, Licensor will retain ownership of the copyright in the Images. Upon termination of these Terms and subject to clause 19, all rights licensed to Uprosa under these Terms will revert back to Licensor.
3.2 As between Uprosa and Licensor, Uprosa will own all Intellectual Property Rights (apart from the copyright in the Image as submitted), to all types of derivative images created by or for Uprosa or any Sublicensee.
In consideration of Uprosa paying the Royalties due under these Terms, Licensor grants to Uprosa with effect from the Submission Date a licence of the Rights to do the Acts in relation to the Images, subject to the following licence conditions:
The licence is exclusive. This means that, except as set out in this clause 4.1, no Image submitted to Uprosa or any Similar Image may be commercially used by the Licensor or licensed to any third party unless Uprosa has notified you that Image and all of its Similar Images have been rejected. The Licensor shall not be deemed to be in breach of this clause in respect of the use of Images for non-commercial academic purposes (for example, inclusion in research papers or submission to an academic image competition) production of limited edition, signed and numbered fine art prints (though the Licensor acknowledges that Uprosa may still sell and license art prints and other print products).
4.2 Transferability and Sublicences
The licence is transferable by Uprosa to any third party at any time, and may be freely sublicensed to any third party.
The licence relates to use of the Rights worldwide.
The licence includes the right to:
4.4.2 edit, crop, supersample, and otherwise modify or alter;
4.4.7 apply to or reproduce onto articles or other items;
4.4.8 scan and create a unique digital identifier;
4.4.12 sell copies;
4.4.13 rent or lend copies;
or otherwise exploit the Rights in connection with the Images.
Uprosa and its agents may use Images to promote Licensor, or his/her work, Uprosa, its products and services, sub-licensees or distributors, including use in composite that include images supplied by a third party. That promotion may occur by means of social media such as Instagram, Facebook or Twitter. The Licensor acknowledges that Royalties will only arise in respect of Sublicensee Revenues and Net Sales Value (as defined below) and that no payment will be due to Licensor for any promotional use of the Images.
Except in respect of any restrictions specified by the Licensor when submitting the Image by means of the Uprosa Website, the rights may be exercised or sublicensed by Uprosa on or in respect of any product, article or other media now known or devised in the future.
4.6 Licence Term
From the Submission Date until termination of the licence established under these Terms;
4.7 Reservation of rights
Except as expressly set out in these Terms, no rights of either party are assigned, transferred or licensed to the other except as expressly agreed in writing by the parties.
Licensor agrees to comply with the applicable submission requirements available on the Uprosa Website or that are otherwise provided to Licensor by Uprosa (“Submission Requirements”), in effect at the time of submission, which may be amended from time to time. Uprosa shall have the right to reject any Image that does not comply with the Submission Requirements. Licensor authorises Uprosa to edit, replace or remove any copyright management information associated with an Image to render it compliant with the Submission Requirements, and Licensor agree to be responsible for any errors in that editing, replacement or removal process.
5.2 Further Assurance
Licensor shall at its own expense promptly do and execute, or ensure the doing or execution of, all matters, acts, documents, deeds and things Uprosa may at any time reasonably require to give full effect to these Terms, including:
5.2.1 executing any further documentation to record the grant of the licence made under these Terms; for
5.2.2 the protection or enforcement of any of the rights granted to Uprosa pursuant to these Terms.
6.1 supply to Licensor such information in relation to its use of the Images as Licensor may reasonably require;
6.2 ensure that, on the Uprosa Website, all copies of the Image are accompanied by a notice displaying the Licensor’s name; and
6.3 notify Licensor in writing, setting out details of any infringement or potential infringement pertaining to the Rights in the Images of which Uprosa has notice as soon as reasonably possible.
6.4 For the avoidance of doubt:
6.4.1 Uprosa shall not be obliged in respect of any Image to accept, promote to Sublicensees or sublicense to Sublicensees any such Image. Uprosa may at any time without notice to Licensor withdraw any Image from its range of images available for sublicensing;
6.4.2 Uprosa shall not be responsible for the acts and omissions of any Sublicensee.
Licensor acknowledges that, consistent with Uprosa’s status as exclusive licensee of the Images, Uprosa has the right to proceed against any third party for any unauthorised use of an Image. Uprosa shall have the right to determine, whether and to what extent to proceed against any third party for any unauthorised use of any Image. Licensor grants Uprosa the right to make, control, settle and defend any claims related to infringement of any Intellectual Property Rights in the Images (“Infringement Action”). Uprosa will pay Royalties (on the basis of their being Sublicensee Receipts) on any payment or settlement it receives from Infringement Action. Uprosa will pay the fees and expenses associated with pursuing such Infringement Actions, but reserves the right to deduct those fees and expenses from any payment or settlement it receives from Infringement Actions before calculating the amount on which Royalties are payable. Uprosa shall be under no obligation to take any Infringement Action.
Nothing in these Terms is intended to reduce, limit or restrict any uses free from copyright or rights arising from limitations or exceptions that are provided for in connection with the copyright protection afforded under copyright law or other applicable laws.
Licensor, as the sole author of the Images, hereby waives the right to be identified as the author of the Images and to object to derogatory treatment of those Images pursuant to section 78 of the Copyright, Designs and Patents Act 1988 and shall provide on request a specific waiver for any individual Images submitted under these Terms.
10.1 Royalties in respect of Uprosa Products:
10.1.1 In consideration of the licence granted under these Terms, Uprosa shall pay to Licensor a Royalty of the percentage specified in its Rate Card of the Net Sale Value received by or on behalf of Uprosa or its representatives or subcontractors.
10.1.2 the Net Sale Value shall be based on the invoiced price paid by purchasers of the Uprosa Product.
10.2 Royalties In respect of Sublicensee Receipts:
10.2.1 In consideration of the licence granted under these Terms, Uprosa shall pay to Licensor a Royalty of the percentage specified in its Rate Card of the Sublicensee Receipts received by or on behalf of Uprosa.
10.2.2 the Sublicensee Receipts shall be based on the sums actually paid by Sublicensees.
10.3 Payment and Reporting:
Royalties calculated in accordance with this clause 10 shall be payable by means of the Payment Processor on a Quarterly basis, within [X] days of the end of the Quarter. Uprosa shall provide a statement along with any monies paid into the Licensor’s account on a Quarterly basis. Uprosa will not have any obligation to pay any amount or issue any statement to the Licensor unless and until the aggregate amounts owing to the Licensor exceed [£20.00] (twenty pounds sterling).
10.4 Foreign Currency Exchange
For any currency conversion from the currency of one country in which the Sublicensee Receipts or the Net Sale Value arise, into the currency in which the Payment Processor account held by the Licensor is denominated, the applicable rates shall be the then-current rates of the Payment Processor.
10.5 Taxes and duties
All amounts due under these Terms are exclusive of VAT, sales or other tax applicable which shall be paid if applicable in addition by Uprosa at the rate and in the manner for the time being prescribed by law. In the event that any payment from Uprosa is subject to a withholding or deduction required by law, such deduction or withholding may be applied.
10.6 Charity Direction
The Licensor may at any time direct Uprosa to donate any royalties due under these Terms to any registered charity chosen by the Licensor, or to a charity of Uprosa’s choice.
Licensor shall invoice Uprosa electronically to the email address notified by Uprosa in writing to Licensor for all sums due under these Terms. Amounts payable to Licensor under these Terms shall be paid into the Payment Processor account specified by the Licensor.
Upon providing Licensor thirty (30) days’ notice, Uprosa may make amendments to (i) the Rate Card and methods for calculating Royalties; and/or (ii) any term of these Terms, by notifying Licensor of such changes. This notification may be provided through the Uprosa Website or to the email address Uprosa has on file for Licensor. If at any time the Rate Card or the new terms are not acceptable to Licensor, Licensor may terminate the licence granted under these Terms in respect of any or all Images, in accordance with clause 19.2. Continued submission of Image or failure to terminate the licence granted under these Terms will be deemed acceptance by Licensor of changes to the Rate Card or these Terms, and the amended Rate Card and/or terms will be incorporated into these Terms on the expiry of such 30 days notice.
In order to protect the Confidential Information and business connections of Uprosa to which he/she has access as a result of any royalty statement, the Licensor covenants with Uprosa that during the term of the licence granted under these Terms and for 3 months after its termination, solicit or endeavour to entice away from Uprosa the business or custom of a Sublicensee with a view to providing a licence to Images to that Sublicensee in competition with Uprosa.
The Licensor acknowledges that he/she shall not be entitled to any credit or acknowledgement on or in respect of any use made of the Image by Uprosa or any Sublicensee.
14.1 Licensor warrants and represents to Uprosa that:
14.1.1 Licensor is the sole creator of the Images and the exclusive owner of the Rights;
14.1.2 In particular, neither the Licensor’s employer, not any person responsible for funding its activities, has any claim over the ownership or proceeds of commercialisation of the Images
14.1.3 the Rights are valid and subsisting;
14.1.4 Licensor has not nor has any third party charged, encumbered or assigned by way of security or granted any licence or permission to use the Images or the Rights to any third party in any jurisdiction, nor will they do so for the duration of these Terms;
14.1.5 the Images are not subject to any action, demand, claim or litigation and the exercise in accordance with these Terms by Uprosa of its rights under these Terms does not infringe any rights (including Intellectual Property Rights) of any third party;
14.1.6 the Images contain nothing defamatory, indecent or otherwise unlawful;
14.1.7 the Images are the Licensor’s sole original creation and do not contain any material sourced from or owned by any other person;
14.1.8 the Images do not contain any likeness or representation of any human being.
15.1 Licensor shall indemnify and keep indemnified and hold harmless Uprosa from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Uprosa as a result of or in connection with any:
15.1.1 failure by Licensor to perform of any of its obligations under clause 5 (Licensor obligations);
15.1.2 breach by Licensor of any of the warranties given by it in clause 11 (Warranties); or
15.1.3 claim that Uprosa or Sublicensee use of the Images in accordance with these Terms has infringed the Intellectual Property Rights of any third party.
16.1 Nothing in these Terms shall limit or exclude Uprosa’s liability for:
16.1.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
16.1.2 fraud or fraudulent misrepresentation;
16.1.3 any other liability which cannot be limited or excluded by applicable law.
16.2 Subject to clause 16.1, Uprosa shall not be liable to the Licensor, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for
16.2.1 loss of profits;
16.2.2 misuse of Image by any third party, including any Sublicensee
16.2.3 loss of sales or business;
16.2.4 loss of agreements or contracts;
16.2.5 loss of anticipated savings;
16.2.6 loss of or damage to goodwill; and
16.2.7 any indirect or consequential loss.
16.3 Subject to clause 16.1, Uprosa’s total liability to the Licensor, whether in contract, tort (including negligence), breach of its statutory duty, or otherwise, arising under or in connection with this these Terms shall be limited to the lesser of £10,000 and the value of the Royalties accrued to Licensor in respect of all its Images.
17.1 A party will not be liable if delayed in or prevented from performing its obligations under these Terms due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its expected duration, and uses reasonable endeavours to minimise the effects of that event.
17.2 If, due to Force Majeure, a party is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for a continuous period of more than 90 days, the other party may, within a further 7 days terminate the agreement under these Terms on notice, otherwise these Terms shall continue in full force and effect.
18.1 Each party shall maintain the confidentiality of the other party's Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party's Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Terms.
18.2 Each party undertakes to:
18.2.1 disclose the other party's Confidential Information only to those of its officers, employees, agents and contractors to whom and to the extent to which such disclosure is necessary for the purposes contemplated under these Terms; and
18.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
18.3 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party's Confidential Information immediately upon becoming aware of the same.
18.4 The provisions of this clause shall not apply to information which:
18.4.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
18.4.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
18.4.3 is independently developed by the recipient, without access to or use of such information; or
18.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
18.5 The obligations under this clause shall survive the variation or termination of these Terms for a period of 5 years thereafter.
19.1 Either party may, without prejudice to its other rights and remedies, by notice in writing to the other party immediately terminate these Terms if the other:
19.1.1 is in material or persistent breach of any of its obligations under these Terms and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach, or
19.1.2 is declared bankrupt, unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
19.2 If at any time the Rate Card is not acceptable to Licensor, Licensor may terminate these Terms by providing thirty (30) days’ written notice of termination to Uprosa.
19.3 In the event of termination of these Terms for any reason:
19.3.1 each party shall within 28 days of request return or destroy (at the other party's option) all the other party's Confidential Information in its possession or under its control and all copies of such information;
19.3.2 Uprosa shall submit a final Royalty statement to Licensor within 45 days and, for any existing stock sold off pursuant to subclause 19.3.3, within 135 days, and pay any Royalties due in accordance with these Terms;
19.3.3 Uprosa will be permitted to continue to market, and distribute the Uprosa Products and otherwise use or exploit the Rights and the Images for such period as may be necessary as to sell-off such stock of the Uprosa Products that exists, is in the course of manufacture, or has been ordered by Uprosa for manufacture, at the date of termination.
19.3.4 Uprosa will be permitted to continue to enter into new sub-licences of the Images and otherwise use or exploit the Rights and the Images for a period of 4 months from the date of termination.
19.4 Survival of Existing Licences: Following termination of the Agreement, all existing licences to Sublicensees of Images will remain in effect and Licensor shall not licence any Image (or Similar Images) in a way that conflicts with any existing exclusive licenses identified in any Royalty report previously provided to Licensor by Uprosa. Uprosa will have the right to renew existing licenses to Sublicensees on substantially the same terms, provided that there is no break in the licensing period.
19.5 Surviving Provisions. The termination of these Terms will not affect the accrued rights and obligations of the Parties existing at the date of termination. Clauses 5.1, 8, 9, 10, 15, 18, 19.4, 19.5, 23, will survive termination of the Agreement, as will any matter arising under the Agreement either expressly or that by its nature is required to be performed or apply after the term of the Agreement, including the residual right of Uprosa to continue exercising its rights in respect of the Images under this clause 19.
These Terms contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in these Terms. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these Terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
21.1 Except as otherwise expressly stated, time shall not be of the essence with regard to the parties obligations under these Terms.
21.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
21.3 Uprosa may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
21.4 Licensor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
21.5 Except for the payments specifically agreed in these Terms, each party is responsible for its legal and other costs in relation to the preparation and performance of these Terms.
21.6 All payments under these Terms will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
21.7 Provisions which by their terms or intent are to survive termination of these Terms will do so.
21.8 The Licensor is acting in the course of trade as a sole proprietor, partnership, or incorporated entity. The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
21.9 These Terms shall be binding upon, and enure to the benefit of, each of the parties, their respective personal representatives and their respective successors in title.
21.10 Except as specified in clause 11, no amendment or variation of these Terms will be valid unless agreed in writing by an authorised representative of each party.
21.11 If any clause in these Terms (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms as soon as possible.
21.12 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
21.13 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to these Terms.
22.1 For the purposes of this clause, Authorised Contacts means each authorised representative appointed by each of Uprosa and Licensor as their respective relationship managers or as otherwise notified to the other party in writing.
22.2 If there is a dispute between the parties in relation to any matter under these Terms, the parties’ respective Authorised Contacts shall meet to try to resolve any such dispute and if they fail to do so within a reasonable time the matter in dispute shall be referred to a senior manager of Uprosa, for him/her and Licensor to try to resolve the matter in dispute, failing which the provisions of clause 23 (Governing law and jurisdiction) shall apply.
23.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales.
23.2 Subject to any disputes which the parties agree to resolve using an alternative dispute resolution process permitted in accordance with these Terms, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, these Terms.
shall have the meanings given to them in these Terms, including as set out below:
means those acts specified in subclause 4.4;
means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, finance or technology, know-how and other intellectual property, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with that party;
means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such;
means any and all images (including photographs, vector graphics, microscope image captures, and illustrations) that Licensor has previously submitted and, in the future, will submit, to Uprosa, and all keywords, descriptions and captions associated with them;
means, in respect of any Image, the date on which the Image was submitted by the Licensor to Uprosa by means of the Uprosa Website or such other means as may be agreed by the parties;
Intellectual Property Rights
means copyright, all copyright and rights in the nature of copyright in any part of the world, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case in respect of any existing work or new work;
means the person or entity identified as the Licensor during the Image submission process on the Uprosa Website;
Net Sale Value
means, in relation to any Uprosa Product, the invoiced price paid by any user of the Uprosa Product, excluding:
(A) VAT and other sales tax;
(B) import duties or similar government levies;
(C) normal discounts, rebates or returns actually given.
For these purposes a ‘sale’ includes any shipment of Uprosa Products in consideration of the price, where Uprosa Products are sold, licensed, leased or otherwise provided.
means PayPal, or such other payment processor as may be specified by Uprosa to the Licensor;
each period of three calendar months ending on 31 March, 30 June, 30 September and 31 December, and “Quarterly” means once in respect of each Quarter.
the Rate Card from time to time in force as set out in [www.example.com], which specifies the Royalties payable in respect of Uprosa Products and Sublicensee Receipts;
means all current, vested and contingent rights of copyright including rights relating to , being the exclusive right to do and authorise others to do any restricted acts under the Copyright, Designs and Patents Act 1988, (and all rights in the nature of copyright, including rental and lending right, database right and design right) and all other rights of whatever nature in the Images, whether now known or in the future created, to which Licensor is now or may at any time after the date of these Terms be entitled;
means the payments made by Uprosa to Licensor as set out in subclause 10 based on Sublicensee Receipts and Net Sales Value, and the term Royalties shall have a corresponding meaning;
means an image that is substantially similar to an Image; without limitation, an image which is the same as an Image apart from a crop, re-sizing, variation in the colours of an
Image will be a Similar Image.
means any customer of Uprosa who licenses an Image from Uprosa to exercise the Rights;
means any sum received by Uprosa from a Sublicensee in respect of a sublicence of an Image, less any VAT;
means Uprosa Ltd a company incorporated in England and Wales whose registered number is 09288173 and whose registered office is at Suite C, 1st Floor, Hinksey Court, West Way, Botley, Oxford, OX2 9JU.
means a product or service bearing an Image, such product being marketed by Uprosa under its own brand;
means the website operated and controlled by Uprosa at , or such other website operated or controlled by Uprosa by means of which Images are submitted.
means United Kingdom value added tax and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;
In these Terms, unless the context otherwise requires:
1 the singular includes the plural and vice versa;
2 references to subclauses, clauses or Schedules are to subclauses, clauses and Schedules of these Terms;
3 the Schedules form part of these Terms, and any additional schedules, orders or other documents agreed by the parties in future which are not referred to in these Terms shall not form part of these Terms unless expressly incorporated by agreement in writing between the parties in accordance with the terms of these Terms;
4 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
5 'including’ (or similar words) means including without limitation;
6 clause headings do not affect their interpretation;
7 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof; and
8 unless otherwise defined within these Terms, those words and expressions that are defined in the Copyright, Designs and Patents Act 1988 and subordinate legislation shall bear the same meaning as in that act or relevant subordinate legislation.