Prestige Leisure Imagery Terms and Conditions

These terms outline the guidelines by which Prestige Leisure UK Ltd permits the use of any intellectual property pertaining to imagery, videos, photographs or audio files that may be supplied by us.

These terms are applicable to all customers of Prestige Leisure UK Limited, and any other individual to whom Prestige Leisure UK Limited grants access, permission to use, or otherwise provides the Imagery (defined below). In this agreement, the terms “Licensee” and “you” refer to such individuals. In these Terms, we denote Prestige Leisure UK Limited (Registered office at Suite G1, Hartsbourne House, Delta Gain, Carpenders Park, Watford, England, WD19 5EF, UK) as "We," "Us," 

We consistently review this document, and Prestige Leisure retains the right to modify these terms at any time. Please ensure these terms are checked regularly for any updates. The revised terms will become effective upon their posting on the website (defined below).

1. Definitions and interpretation 

1.1 In these terms and conditions the following terms shall have the following meanings: 

2. Validity of the Licence

2.1 The License will be effective as of the earlier of the following dates:
(a) the date that the Licensee creates an Account on the website;
(b) the date on which the Licensee receives or uses any Imagery for the Purpose, regardless of whether this date precedes or follows the effective date of these terms.

It will remain in effect until terminated as outlined in Clause 9.

3. Grant of Licence

3.1 In consideration of the Licensee's status as a customer of Prestige Leisure or having another commercial relationship with Prestige Leisure, and for other valuable considerations, subject to the terms outlined herein, Prestige Leisure grants the Licensee a non-exclusive, royalty-free, non-transferable license, without the right to sublicense, to store, print, display, publish, or exhibit the Imagery and utilise the intellectual property embedded in the Imagery for the purpose of marketing and promoting the products it procures from Prestige Leisure (the "Products") for resale to its customers or for such other purposes as Prestige Leisure may approve in writing from time to time (the "Purpose").

3.2 Apart from what is explicitly mentioned in this document, the License does not convey any Intellectual Property Rights related to the Imagery. If any Intellectual Property Rights belong to Prestige Leisure or its Licensors, they remain owned by them accordingly, following within the designated territory, subject to the other stipulations outlined in these Terms of Use, for the purpose of promoting the Products and/or your business.

3.3 Unless otherwise specified in a written agreement between Prestige Leisure and the Licensee, all product supplies shall adhere to Prestige Leisure’s standard terms and conditions accessible at https://prestigeleisure.com/policies/terms-and-conditions-of-purchase/.

4. Use of Imagery – Licence restrictions and obligations of the Licensee

4.1 The Licensee:

(a) the Licensee is prohibited from using the Imagery for any purpose other than the designated Purpose.

(b) shall not use the Imagery outside of the permitted geographical territory as set out in Brand terms and Conditions or as Prestige Leisure may otherwise notify the Licensee from time to time.

(c) the Licensee must adhere to the Permitted Period for use of the Imagery, strictly follow any instructions provided by Prestige Leisure regarding expiry dates of the Imagery, and, unless expressly authorised by Prestige Leisure in writing, limit the use of the Imagery to the calendar year for which its use is permitted. Upon the conclusion of the Permitted Period, the Licensee must promptly discontinue the use of all applicable Imagery (including any from prior years), remove from display, and dispose of any copies of such Imagery in its possession for the relevant period. Additionally, the Licensee must obtain new Imagery from Prestige Leisure for use in the subsequent calendar year or relevant permitted period (if applicable).

(d) the Licensee shall refrain from printing, displaying, publishing, exhibiting, or using the Imagery which breaches any of the Brand Terms and Conditions.

(e) the Licensee may solely use the Imagery in printed materials (such as brochures and flyers), websites, social media, and promotional emails. Unless explicitly allowed in the relevant Brand Terms and Conditions or authorised by Prestige Leisure in writing, the Licensee is prohibited from using the Imagery in any other advertising formats, including but not limited to signage, point-of-sale displays, window graphics, billboards, roller banners, and vehicle wraps.

(f) the Licensee must guarantee that the appropriate resolution is employed for the Imagery, tailored to the relevant medium as instructed by Prestige Leisure periodically. In the absence of such direction, the resolution shall adhere to the following:

(i) low resolution must be used on websites, emails and sales quotations; and

(ii) high resolution must be used in brochures, mailers, general marketing literature and paper media;

(g) the Licensee is prohibited from using the Imagery in conjunction with consumer product sales unless expressly allowed in the applicable Brand Terms and Conditions or authorised in writing by Prestige Leisure;

(h) the Licensee is only permitted to use the Imagery in its original state and must not alter, amend, or modify it in any manner without obtaining prior written consent from Prestige Leisure;

(i) the Licensee must verify that the appropriate Imagery is paired with each product and is prohibited from using the Imagery with any product not directly acquired from Prestige Leisure;

(j) if the Imagery is utilised to depict a manufacturer or brand associated with the Product, the Licensee must refrain from using the Imagery to represent or identify a product from a different manufacturer or brand;

(k) the Licensee must refrain from using the Imagery in a manner that is defamatory, pornographic, or otherwise unlawful;

(l) shall not use the Imagery in a way that is or may be detrimental to the Prestige Leisure brand, business or reputation, or that of the manufacturer or brand of the product;

(m) shall not permit any Imagery to be accessed (other than viewed) and/or used by any third party;

(n) shall not use the Imagery for the purposes of marketing or promotion of products to a competitor of Prestige Leisure;

(o) the Licensee must adhere strictly to any directions and instructions from Prestige Leisure, or any other limitations on the use of the Imagery not outlined in these terms, as communicated by Prestige Leisure periodically;

(p) if requested by Prestige Leisure, ensures that its websites, marketing materials and any other medium used to depict or display the Imagery confirm that the relevant Imagery is the property of Prestige Leisure or its licensors. The Licensee agrees to effect the removal or editorial revisions requested within 5 calendar days of receipt of the request. 

(q) shall comply with all applicable laws in performing its obligations and exercising its rights under this agreement. 

4.2 The Licensee shall immediately notify Prestige Leisure of any suspected infringement of the Intellectual Property Rights in the Imagery. Prestige Leisure may suspend the Licensee’s rights under this agreement until the misuse or security breach is remedied. 

4.3 The Licensee acknowledges that use of Imagery and/or this Licence may be subject to Brand Terms and Conditions and any other third party licence terms, terms of use or any other additional third party terms and in the event that any third party owner of the intellectual property in the Imagery imposes any contractual obligations on Prestige Leisure in relation to the Imagery, Prestige Leisure reserves the right to impose equivalent contractual obligations on the Licensee. The Licensee hereby agrees to comply with Brand Terms and Conditions and any such additional obligations as Prestige Leisure may notify to the Licensee from time to time.

4.4 In the event of any conflict between any of the provisions of these terms and the provisions of Brand Terms and Conditions, the provisions set out in Brand Terms and Conditions shall prevail.

5. Liability and Indemnity

5.1 To the maximum extent permitted by law, Prestige Leisure shall not be held liable to the Licensee for any costs, expenses, loss, or damage (including direct, indirect, or consequential, whether economic or otherwise) arising from or in relation to the Licensee's utilisation of the rights granted to it under the License.

5.2 The Licensee shall indemnify Prestige Leisure against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Prestige Leisure arising out of or in connection with:

(a) the Licensee's exercise of its rights granted under the Licence, including any claim made against Prestige Leisure for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Licence;

(b) the Licensee's breach or negligent performance or non-performance of the Licence; or

(c) the enforcement of these terms.

5.3 Nothing in these terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.

6. Warranties

6.1 Prestige Leisure warrants, to the best of its knowledge and belief, that it possesses the necessary right, power, and authority to enter into the License and grant the Licensee the rights outlined herein.

However, Prestige Leisure makes no warranty or representation and disclaims any implied warranty or representation:

(a) regarding ownership of the Imagery or the non-infringement of any third-party Intellectual Property Rights through the use of the Imagery;

or

(b) regarding the accuracy, completeness, adequacy, or suitability of the Imagery for any specific purpose or use.

6.2 All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

7. Equitable relief

7.1 Without prejudice to any other rights or remedies that Prestige Leisure may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Licensee. Accordingly, Prestige Leisure shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement. 

8. Entire agreement

8.1 These terms, along with any referenced documents, constitute the entire agreement between the Parties concerning their subject matter, overriding any prior agreements, representations, or understandings unless explicitly incorporated by reference in these terms. Each Party acknowledges that it has not relied on, and shall not seek remedy for, any representation (whether innocent or negligent) not expressly included in these terms. This clause does not limit or exclude liability for fraud or fraudulent misrepresentation.

9. Termination

9.1 Prestige Leisure may terminate the Licence at any time:

(a) upon 5 calendar days’ written notice to the Licensee;

(b) with immediate effect in the event the Licensee:
(i) the Licensee commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 calendar days after being notified to do so;;

(ii) repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(iii) ceases or threatens to cease carrying on its business;

(iv) to the extent that the Imagery belong to a third party, Prestige Leisure’s permission to use the Imagery ends or is in any way restricted;

(v) is 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;

or

(v) undergoes a change of Control; or

(c) with immediate effect in the event of termination by either Party or the expiry of the supply arrangement or any other business arrangements between Prestige Leisure and the Licensee.

9.2 In the event of termination or expiry of the Licence:

(a) all rights and licences granted to the Licensee under the Licence will cease;

(b) the Licensee shall stop using the Imagery; and

(c) the Licensee shall, within 30 days of the expiry or termination of the Licence, destroy all marketing material which uses the Imagery and confirm to Prestige Leisure in writing that this has been completed.

10. General

10.1 Wavier. No failure or delay by a Party to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.2 Remedies. Except as expressly provided for in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

10.3 Variations. Except as expressly provided in the Licence, no variation of the Licence shall be effective unless it is in writing and signed by an authorised representative of each Party.

10.4 Severance. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.

10.5 Assignment: The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms. Prestige Leisure may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement without the prior written consent of the Licensee. The Licensee shall, at the request of Prestige Leisure, execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in this clause 10.5. 

11. No Partnership of Agency

11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 

12. Governing Law and Jurisdiction

12.1 These terms, along with the License, and any dispute arising from or related to them or their subject matter or formation (including disputes or claims not based on contract), shall be governed by and interpreted in accordance with English law.

12.2 The Parties mutually agree that the courts of England shall have sole jurisdiction to resolve any dispute or claim arising from or relating to these terms and/or the License, its subject matter or formation (including disputes or claims not based on contract).

Brand Terms and Conditions

You can locate the detailed Brand Terms and Conditions for particular product brands below. The utilisation of Imagery for the listed brands, along with any other product brands on our website, is governed by Prestige Leisure’s Imagery Terms of Use. Additionally, it may be subject to additional specific terms, which we may inform you of periodically.

2786

Asquith and Fox

AWDis

B&C

Beechfield Brands

Gildan

Henbury Brands

Regatta

RESULT

Russell