28th November 2001

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Amendments - 28th November 2001

User: info@alamy.com, Date: 11/28/01, Time: 16:00:00 GMT

Alteration to the contributor agreement

We are notifying you of changes to the Alamy.com contributor's agreement.

All of the changes are listed below and most of them are related to the language and wording of the contract.

The four changes with most significance are:

  1. Collectors are entitled to a 20% commission on sales made through Collections, on top of other commission and charges.
    Please Note that Collections works on a voluntary basis, if you haven’t been invited to volunteer then these fees do not apply to you.
  2. The Alamy.com commission applies on any sales resulting from a search on the website or where the sale is fulfilled by Alamy.com.
  3. Credit Card Processing Fees of Gross License Fee has increased from 3.50% to 5.00%
  4. Payment Fees for cheques have increased from $5.00 to $8.00 and from $8.00 to $11.00 for Wire transfer fees.

    5. Please note account fees have remained the same at 5% and the great majority of Alamy.com trading is through account customers.

Unless otherwise stated units, amounts and timings will remain the same. If a clause has changed in no major way except in number then this has not been listed. All clause numbers after no.9 in the old contract have changed their number. For example clause no.10 now becomes clause no.11 and so on.

Contributor contract changes

Alamy.com Listing Confirmation Form

  1. Preliminary

    • The following provisions record the legal terms and conditions upon which Alamy.com provides automated on-line broker services for the Licensing of Images by Copyright Owners and Agents to third parties.
      Replaced with
      The following provisions record the legal terms and conditions upon which Alamy.com Holdings (Jersey) Limited, hereafter referred to as "Alamy.com" provides automated on-line broker services for the Licensing of Images by Copyright Owners and Agents to third parties.
    • c) to deduct its commission and fee for Listing Services
      Replaced with
      c) to deduct its commission and fee for Listing Services as set out in the Alamy.com Fees and Commissions Schedule.
    • The contract may be varied or substituted at any time by the completion of a new Listing Confirmation Form. The contract may be terminated by Alamy.com or the Copyright Owner or Agent in accordance with clause 13 below.
      Replaced With
      The contract may be varied or substituted at any time by the completion of a new Listing Confirmation. The contract may be terminated by Alamy.com or the Copyright Owner or Agent in accordance with clause 14 below.

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  2. Definitions

    "Agent" means the person whose name and address is provided on-line to Alamy.com and recorded in the Listing Confirmation Form applicable to any Image
    Replaced with
    "Agent" means the person who acts on behalf of the Copyright Owner whose name and address is provided on-line to Alamy.com and recorded in the Listing Confirmation applicable to any Image

    "Alamy.com" means Alamy.com Holdings Limited or any other person to whom it may assign it rights under this contract Image
    Replaced with
    "Alamy.com" means Alamy.com Holdings (Jersey) Limited or any other person to whom it may assign it rights under this contract.

    • These definitions added:

      "Alamy.com Fees and Commissions Schedule" means the table set out above which lists the fees and commissions payable or any substitute table of which Alamy.com has given notice in accordance with clause 5d.

      "Cleared Funds" means funds available to pay the Contributor from licence sales made, where the time to clear the funds shall be the longer of either 45 days from the date of the licence sale or the date on which receipt of the funds for the sale is cleared in Alamy.com's bank account.

      "Collector" means the person who maintains a Gallery and whose name and address is provided on-line to Alamy.com and recorded in a Listing Confirmation.

      "Collections Section" means the Alamy.com Gallery that has been maintained by a Collector intended for licensing to Customers by Royalty-Free License or Traditional License.

    • "Gallery" means any digital library or catalogue of Images maintained or accessed via Alamy.com which shall be divided into a Royalty-Free Section and a Traditional Licensing Section
      Replaced with
      "Gallery" means any digital library or catalogue of Images maintained or accessed via Alamy.com which shall be divided into a Royalty-Free Section, Traditional Licensing Section and a Collections Section.
    • "License Fees" means any sum or sums actually received by Alamy.com from any Customer in respect of the License of an Image whether a single payment or a royalty paid over time
      Replaced with
      "License Fees" means any sum or sums invoiced by Alamy.com to any Customer in respect of the License of an Image whether a single payment or a royalty paid over time.
    • These definitions added:
      "Gross Licence Fee" means the gross amount billed to the customer inclusive of any sales or transactions taxes, including but not limited to VAT
      "Net Licence Fee" means the net amount billed to the customer exclusive of any sales or transactions taxes, including but not limited to VAT.
    • "Listing Confirmation Form"
      Listing Confirmation Form
      Replaced with
      Listing Confirmation
    • This added:
      c) iii. a Collector's Gallery;
      d) the currency in which the Contributor desires that net License Fees are to be remitted to him/her.
      Replaced by
      d) the currency in which the Contributor desires that Net License Fees which are Cleared Funds are to be remitted to him/her.
      h) if applicable the Contributor's request that net License Fees attributable to selected Images be paid to a charity of the Contributor's choice.
      Replaced with
      h) when available on the System and, if applicable, the Contributor's request that net License Fees attributable to selected Images be paid to a charity of the Contributor's choice.
    • This has been deleted from the old contract:
      "Quarter" means each period of 3 months commencing 1st January, 1st April, 1st July, 1st October in each year and the first Quarter shall mean the period from the date of the contract to the next commencing Quarter.

      AS HAVE ALL SUBSEQUENT REFERENCES TO "QUARTER" IN THE CONTRACT

    • This has been added to the new contract:
      "Sub Agent" means an agent of the Contributor who represents the Contributor.

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  3. Broker Commission, Fees, Payment and Acceptance

    1. Alamy.com shall charge in US Dollars to the Contributor:
      i. a commission or commissions at its published rates on all License Fees which may include the commission due to any Agent who allows an Image to be listed in a section of the Gallery maintained by him/her.
      Replaced with
    1. Alamy.com shall charge in US Dollars to the Contributor:
      i. a commission or commissions as per the Alamy.com Fees and Commissions Schedule on all License Fees which may include the commission due to any Collector who allows an Image to be listed in a section of the Gallery maintained by him/her.

    • This has been added to the new contract:
      1. The Contributor shall report all sales made by the Contributor or the Contributor's Sub Agents where either the sale has originated from a search on the website maintained by any company in the Alamy.com Group, or where Alamy.com has provided a high resolution image for the fulfilment of the sale by a Contributor. The Contributor shall report each month in a format defined by Alamy.com, but which will include the following:
        1. the Alamy.com Group image reference number
        2. the date of each sale in the month, the sale amount excluding any VAT or sales tax for each Image and the customer to whom sold.
        3. the amount due to Alamy.com for the month, which shall be calculated as the relevant percentage as set out in the Alamy.com Fees and Commissions Schedule multiplied by the total amount collected in the relevant month of all previous sales, or, if the Contributor so wishes, the relevant percentage multiplied by the amount of net sales in the month.
        4. the Traditional Licence restrictions relating to each Image, if applicable.

        If at any future time the Alamy.com Group website has the ability to have the sales information of the Traditional Licence entered online then the Contributor shall be responsible for entering such information online. For the avoidance of doubt if any Sub Agents represent the Contributor then the Contributor will be ultimately responsible for the correct entry of data onto the website and the reporting of all sales to Alamy.com made by the Sub Agents.

      2. Payment in respect of sales the subject of a reporting obligation under Clause 5b) above shall be made 15 days after the month end. Payment shall either be made in United States Dollars (“US$”) or British Pounds (“GBP”) at the discretion of Alamy.com. Where the base currencies for the sales are different from US$ or GBP then the exchange rate to be used for conversion to GBP or US$ will be mutually agreed by Alamy.com and the Contributor.

        The old section 5b has now become section 5d in the new contract, the wording remains the same but with the following change:
        This has been deleted:
        c) ii. list the Customer name, address and contact details.

      3. The net balance for each Quarter or Month shown in the statement shall be paid to the Contributor in the currency specified in the Listing Confirmation Form within 30 days of the end of that Quarter or Month.
        Replaced by
      1. The net balance for each Month shown in the statement shall be paid to the Contributor in the currency specified in the Listing Confirmation within 30 days of the end of that Month.

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  4. Representations, Warranties and Undertakings by Contributor

    1. the Contributor will ensure that their correct email addresses are supplied to Alamy in accordance with paragraph 16.
      Replaced with
    1. the Contributor will ensure that its correct email address is supplied to Alamy.com in accordance with paragraph 17.

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  5. Audit Rights

    The title "Audit Rights"
    Replaced by
    "Audit Rights of Contributor on Alamy.com"

    1. in the unlikely event of a material dispute between the Contributor and Alamy.com regarding amounts due to the Contributor, Alamy.com shall, at a convenient time and upon receiving 30 days' written notice, allow a representative (who shall be either a qualified lawyer or accountant) of the Contributor to inspect Alamy.com's records which relate only to the Contributor's account. The costs of the inspection shall be paid by the Contributor providing there has been an underpayment of US$500 or less in any 12 month period, otherwise Alamy.com will correct the records, make any payments due and reimburse the actual costs of the Contributor's audit.
      Replaced with
    1. in the unlikely event of a material dispute between the Contributor and Alamy.com regarding amounts due to the Contributor, Alamy.com shall, at a convenient time and upon receiving 30 days' written notice, allow a representative (who shall be either a qualified lawyer or accountant) of the Contributor to Inspect Alamy.com's records which relate only to the Contributor's account. The costs of the inspection shall be paid by the Contributor if it reveals there has been an underpayment of US$500 or less in any 12 month period, otherwise Alamy.com will correct the records, make any payments due and reimburse the actual costs of the Contributor's audit.

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  6. Audit Rights of Alamy.com on Contributor

    • Clause 10 in its entirety has been added to the new contract:
      Audit Rights of Alamy.com on Contributor
      1. Alamy.com shall have the right, not more than once every calendar year, to audit the records of the Contributor to check that sales made by the Contributor which have either originated from a search of the Alamy.com Group website, or where Alamy.com has provided a high resolution image for the fulfilment of the sale by a Contributor, are being reported and paid in line with the reporting requirements detailed in Clause 5b). An independent Accountant or Lawyer or a member of the Alamy.com Group internal audit team may carry out the audit.
      2. The Alamy.com group shall give 30 days’ notice before any such audit shall take place.
      3. The audit of the Contributor shall be paid for by the Alamy.com group except were the Contributor is found to have not paid amounts due to the Alamy.com group in excess of US$ 500 in any 12 month period, above which level the Contributor will have to pay the costs of the audit.
      4. If the Contributor is found to have withheld payments from Alamy.com then Alamy.com shall have the right to the following:
        1. interest on all delayed payments calculated at the Bank of England base rate plus 4% from the date from which payment was due to Alamy.com.
        2. to be reimbursed the audit costs where the audit reveals an underpayment of 10% or more.
      5. Alamy.com reserve the right that if the Contributor has withheld funds in excess of US$ 500 in any one calendar year to terminate the contract with the Contributor.
      6. Alamy.com also reserves the right to carry out spot checks on Contributors to assess whether they are complying with the requirement to report sales which have originated from a search of the Alamy.com Group website. These spot checks may include, but are not limited to, contacting customers who have downloaded a comp image to see if they have bought the image direct from the Contributor and buying via a third party an image from the Contributor, in respect of which the Contributor agrees a refund shall be given if demanded.

10/11. Credits, Copyright Notices and Promotion

  1. ...Alamy's trademarks...
    Replaced with
  1. ...Alamy.com's trademarks...

12/13. Liability of Alamy

  1. i. exceed the lower of US$1,000 and the net payment made to the Contributor by Alamy for the 12 month period prior to the date of the breach; or
    ii. be made more than 12 months after the date of the alleged breach.
  2. clause 12a shall not preclude any claim for the death or bodily injury nor any claim arising from wilful default or gross negligence on the part Alamy or any person for whom Alamy is legally responsible for.
    Replaced with
  1. i. exceed the lower of US$1,000 or the net payment made to the Contributor by Alamy.com for the 12 month period prior to the date of the breach; or
    ii. be claimed more than 12 months after the date of the alleged breach.
  2. clause 13a shall not preclude any claim for death or bodily injury nor any claim arising from wilful default or gross negligence on the part Alamy.com or any person for whom Alamy.com is legally responsible.

14/15. Binding Effect