Terms of Use

Content Licence Agreement

1. INTRODUCTION

This is a legal Agreement between you (the client) and VisitScotland, an Executive Non-Departmental Public Body established under the Development of Tourism Act 1969.

By registering and using a login and password to access and download or request Assets on this site you are entering into a binding agreement with VisitScotland. If you are working on behalf of a client this Agreement applies to you and your client. If you do not wish to be bound by this Agreement you must deregister your account via your account profile page and immediately cease use of any Assets. Downloading any material using your username and password will be deemed acceptance of the terms of this Agreement.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement:

2.1.1 "Asset" means any digital media item (image, video clip or design file) which may be offered for the purposes of online and print reproduction or publication through the VisitScotland Toolkit (“VST”). Assets may be downloaded by you for the permitted use provided to you with each individual Asset.

2.1.2 “Agreement”: all the terms and conditions of this Agreement.

2.1.3 “Applicable Laws”: any law, enactment, regulation, and regulatory policy, guideline, requirement, and industry code of any Regulatory Authority (including good practice codes) applicable to any part of the Licence or either party.

2.1.4 “Commissioned Asset”: means any digital media item (image, video clip or design file) which is uploaded to the VS DML at the written request of VisitScotland in exchange for a fee payable to you by VisitScotland.

2.1.5 “Licence”: the licence set out in clause 4 of this Agreement.

2.1.6 “Regulatory Authority”: any person having governmental, regulatory, supervisory, or other competent authority under any applicable regulations over any part of the Licence or the parties.

2.1.7 “User Generated Asset”: means any digital media item (image, video clip or design file) which is freely uploaded by you to the VS DML.

2.1.8 “We, Us, Our”: VisitScotland, Scotland’s national tourism organisation.

2.1.9 “You”: our client and/or customer.

2.2. References to clauses are to the clauses of these terms and conditions.

3. DIGITAL DELIVERY OF IMAGES

3.1 This clause 3 applies to Assets (including preview images and thumbnails) downloaded by you, delivered to you online, or delivered to you by email or other purely digital means.

3.2 You agree to be bound by all the terms of this Agreement when you set up your user account with us and you confirm your acceptance of these terms and conditions each time you download any Asset, whether you have logged in or not.

4. GRANT OF LICENCE

4.1 Subject to the terms of this Agreement, we grant to you a non-transferable, non-exclusive (unless otherwise agreed in writing) World-wide licence to reproduce the Assets for the purpose of promoting Scotland as a destination to visit. Approved publishing platforms include but not restricted to, newspapers, magazines, websites, social media channels, presentations, brochures, TV, and film. We provide this licence, free of charge.

4.2 This Licence is for single use, which means a reproduction in one size for one edition of a single publication in one medium only. Digital publishing lasts 36 months from the date of download. The duration of print publishing is unlimited. Production copies must be deleted Subject to 6.3. Or, for the permitted use and duration provided to you with the Asset.

4.3 You may not grant sub-licences of any of the rights included in the Licence, or sub-contract any aspects of exploitation of the rights licensed to you, without our prior written consent.

4.4 We reserve all rights in relation to the Assets that are not expressly granted to you under this Agreement, whether known now, or created later, and whether known or not in the contemplation of the parties at the time of this Agreement.

4.5 We may require you to cease all use of any Asset if we believe that your use of such Asset infringes the intellectual property rights of any third party or breaches any Applicable Law or regulation. In this instance, we may terminate this Agreement immediately by written notice.

4.6 In the case of where the Asset is due to expire, and you wish to continue using it, resubmit an asset request to extend the asset licence period.

5. RESTRICTIONS AND OBLIGATIONS

5.1 You must comply with all Applicable Laws in performing your obligations and exercising your rights under this Agreement.

5.2 You must not incorporate Assets (or any part of them) into a logo, trademark, or service mark.

5.3 You must not use the Assets in a way that suggests any official status.

5.4 You must ensure that you do not mislead or misrepresent the Assets, it is imperative to give accurate references to both the content matter and its originating source. This obliges you to appropriately attribute credit to VisitScotland and/or the copyright holder, identified in the credit.

5.5 Assets must not be used as references for creating drawings or other visual works unless expressly agreed by us in writing.

5.6 Unless expressly agreed by us in writing, Assets must not be used commercially as resale items including and without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications, NFTs or other items for resale, license, or other distribution for profit. This includes "on demand" products, including, without limitation, postcards, mugs, t-shirts, posters, and other items (this includes the sale of products through custom designed websites).

5.7 Assets must not be reproduced more than once within any piece unless permitted under the terms of use provided with the asset.

5.8 You must not use Assets in a pornographic, obscene, defamatory, misleading, unlawful, or offensive manner, whether directly or in context or by juxtaposition with other materials.

5.9 You must comply with any special instructions or restriction on use notified to you by us before, after or at the time of delivery of the Assets, either in the information or metadata (see, Usage Note) accompanying the Assets or by any other means.

5.10 Assets shall not be altered or manipulated, added to, or have any part cropped or deleted or be amended in any way that changes the original without our prior written consent (such request not to be unreasonably withheld).

5.11 Assets may not be modified, reconfigured, distributed and/or redistributed or repurposed for use in any mobile-directed websites or mobile applications that are specifically created for viewing of material on mobile devices, without our prior written consent. For clarification, this restriction on mobile use is not breached if an Asset that is licensed for website use can be viewed via mobile devices in a “pull” (as opposed to “push”) fashion, provided it is not so specifically modified, reconfigured, or repurposed for this purpose.

6. DIGITAL RIGHTS MANAGEMENT

6.1 You acknowledge that all Assets are our property, as are any derivations created from the Assets, and copyright of VisitScoland or its licensors or content providers.

6.2 Subject to 5.12, you may store the Assets in an internal digital library, network configuration or similar arrangement to allow them to be viewed by you or your organisation strictly for planning or production purposes only, but you must retain our filename, the Asset identification numbers and any other information, including information which may be embedded in the metadata containing the original Assets. You warrant you shall not remove metadata information supplied in Assets under any circumstance including without limitation from Assets published online.

6.3 Pursuant to 6.2, when the work product for which the Assets were licenced has been created or within 90 days, whichever is sooner, the Assets, including any preproduction copies, must be promptly deleted from your computer or other electronic storage systems.

7. CREDITS

7.1 Unless otherwise agreed, you must credit us and the photographer or other creator of the Asset whenever the Asset is used in the form: “VisitScotland / Source or Creator of the asset” and where possible, provide a link to the source. If a credit line is omitted the rights granted to you under this Licence, or any similar licence granted by us, will end automatically. Failure to provide a credit may also breach the photographer’s moral right to be identified under section 77 of the Copyright, Designs and Patents Act 1988 and equivalent laws in other jurisdictions.

8. MODEL AND OTHER RELEASES; CAPTIONS AND OTHER INFORMATION

8.1 We give no warranties whatsoever as to the existence of any model, property or other releases associated with the Assets.

8.2 We give no warranties whatsoever as to the use of names, trademarks, logos, uniforms, registered or unregistered designs, artistic works or other material depicted in any Asset which may be subject to intellectual property rights or other restrictions.

8.3 You shall satisfy yourself that all releases, consents, licences, or permissions as may be required for use of the Assets have been secured. You are solely responsible for obtaining all such releases, consents, licences or permissions and the Licence is conditional in each case on your obtaining them. You shall not rely on any representation which may be made on our website and may only rely on an express representation given specifically to you by us in writing.

8.4 We do not warrant the accuracy of the captioning, keywording or any other information associated with the Assets. You shall satisfy yourself that all such information is correct.

9. SHARING USER GENERATED ASSETS WITH VISITSCOTLAND

9.1 To allow us to use User Generated Assets (e.g. photographs, graphics, audio or video) supplied by you, you must agree to our terms and conditions as set out in the ‘Permission’ documents obtainable from the VS DML, here https://assets.visitscotland.com/pages/upload. You will be expected to sign, accordingly:

9.1.1 Asset Licence Agreement – A non-exclusive, royalty-free, fully paid, worldwide, licence to publicly display, and make the assets available in this VS DML.

9.2 By uploading User Generated Assets to this VS DML, you acknowledge and agree that no royalties or other remuneration will be paid or payable to you for uploaded User Generated Assets, or for the granting of the rights set out above. You warrant you have all necessary rights to share the assets with VisitScotland. Including licences and supporting documentation such as, model, and location releases.

9.3 You are solely responsible for the User Generated Assets and warrant that any material you make available:

9.3.1 does not infringe any copyright, privacy right, or any other right of any third party; and

9.3.2 does not contain any matter which is defamatory, offensive, unlawful or that may damage Our reputation.

9.4 You agree to fully indemnify Us from all third-party claims, liability, damages, and costs arising from Your actions or the material that You make available.

9.5 We have no obligation to You to make this VS DML or any material or User Generated Assets available. We may, in Our absolute discretion, remove any User Generated Assets at any time. We may at any time edit, refuse to display, or remove any part of this VS DML (including your User Generated Assets) as We deem appropriate.

10. COMMISSIONED ASSETS

10.1 If VisitScotland commissions you to create, edit and/or produce Assets for VisitScotland, you must agree to these terms and conditions:

10.1.1 You must sign an Assignation of Intellectual Property Rights. The transfer of an intellectual property rights (copyright) from you, the original creator of the assets, to VisitScotland, to distribute and/or share the assets with users of the VS DML. You will have the choice to waive your moral rights (waive the rights to be identified as the author).

10.1.2 Signed Model releases from all identifiable people (the subject(s) of the photograph(s) or other media) and;

10.1.3 Location releases from landowners or property owners, when shooting on private property.

11. AUDIT

11.1 You shall keep separate and detailed records of all uses of the Assets to enable us to verify your compliance with the terms of this Agreement. After giving written notice of 10 days, we, or any other person authorised by us, may inspect your records, premises and/or servers during normal business hours, and take away copies to verify the information provided by you. This right of inspection shall remain in effect for a period of one year after the expiry or termination of this Agreement.

12. INDEMNITY

12.1 You agree to indemnify and hold us harmless against any and all claims, damages, losses, expenses or costs (including any direct, indirect or consequential losses, loss of profit and loss of reputation and all interest, penalties and legal costs and other expenses) arising in any manner whatsoever and/or howsoever from or as a result of your unauthorised and/or negligent use of any Asset supplied by us to you, or any other breach and/or wilful and/or gross misconduct by you of any of your obligations under this Agreement.

13. TERMINATION

13.1 We may (by written notice to you) terminate this Agreement immediately if you commit any material breach of your obligations under this Agreement which is incapable of remedy, or if capable of remedy, is not remedied within 28 days of our giving written notice requiring the breach to be remedied.

13.2 In the event clause 11.1 above applies, all rights granted under this Agreement shall, effective immediately on termination, cease and you agree you shall have no further rights of use of any Assets. You hereby warrant you shall immediately and securely delete from your computer or any other electronic storage systems all Assets you have in your possession, and you agree that you shall immediately provide us with written confirmation of such secure deletion.

14. WARRANTY AND LIMITATION OF LIABILITY

14.1 We exclude all representations, warranties, obligations, and liabilities, in relation to the Assets, to the maximum extent permitted by law.

14.2 Save where expressly provided, all terms which might be implied into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

14.3 Nothing in this Agreement shall operate to exclude or limit our liability for (a) death or personal injury caused by our negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under Applicable Law.

14.4 We shall not be liable for any errors or omissions in the Assets and shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever caused, including any of the following: (a) loss of profits; (b) loss of business opportunity; (c) loss of contracts; (d) loss of goodwill; or (e) loss arising from damaged, corrupted or lost data.

14.5 Subject to clause 12.3 above our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, will not exceed one pound Sterling.

15. ASSIGNMENT

15.1 You shall not, without our prior written consent, assign, transfer, or deal in any manner with this Agreement or any of your rights and obligations under this Agreement.

16. COPYRIGHT AND PUBLICATION RIGHT

16.1 No interest in the copyright in any Asset shall pass to you by virtue of this Agreement. Any publication right (as defined in the Copyright and Related Rights Regulations 1996) and equivalent rights in all other jurisdictions arising from your use of any Assets shall vest in us and you hereby assign and agree to procure the assignment of all such rights arising to us.

16.2 You will promptly notify us of any actual or suspected infringement of the copyright in the Assets within the licensed territory (“Infringement”) that comes to your attention. You will co-operate fully with us by taking all steps required by us (in our sole discretion) in connection with any Infringement including, without limitation, where the licence is exclusive, proceedings in our name or in the joint names of the parties. You will use your best endeavours to assist us in any legal proceedings relating to any Infringement.

16.3 Please contact us in the event that you are the owner of the copyright or related rights in any of the material on this website, or in a publication or broadcast to which we have provided materials from our collections, and you believe that the material may be subject to a third party ownership or another legal claim, or you believe that use of this material infringes your intellectual property or other rights. Please include the following information in your email:

16.3.1 Your contact details.

16.3.2 full details of the material you believe has made the infringement and where you found it (including the full web address); and

16.3.3.evidence that you are the rights holder.

16.4 Please send the information required in clause 14.3 above to;

Multimedia, Ocean Point One, 94 Ocean Drive, Edinburgh, EH6 6JH
Email address: multimedia@visitscotland.com Telephone: 0131 472 2222

16.5 We will withdraw the material from our website within 2 working days of receipt of your written objection and our initial verification of your complaint, while the matter is investigated. Your acknowledgement will be acknowledged within 10 working days of receipt.

16.6 The copyright statement in this clause 14 does not obligate us to respond to all complaints or other correspondence received about alleged unauthorised use of third-party rights. However, we will respond to and take any action we consider necessary in respect of all genuine and evidenced complaints or other correspondence received about all such alleged unauthorised use of third-party rights.

17. MISCELLANEOUS TERMS

17.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.

17.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If there is an inconsistency between any of the provisions of this Agreement and any other agreement or document, the provisions of this Agreement shall prevail.

17.3 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

17.4 All references in this Agreement to the singular shall include the plural where applicable and vice versa.

17.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.

17.6 While We take reasonable care in the performance of this agreement, we shall not be liable for any loss or damage suffered by You or by any third party arising from use or reproduction or publication of any Assets or its caption.

17.7 Your user account will be deemed to have terminated immediately if You (a) die; (b) enter a voluntary or compulsory liquidation; (c) have a receiver appointed; or (d) fail to perform any of Your obligations under these Terms and Conditions within 28 days of Our giving You notice to comply. In the event of termination, all rights granted will immediately revert to Us and any further exploitation of any Assets shall constitute an infringement of copyright.

17.8 Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising from Your use of any Assets shall vest in Us and You hereby assign all such rights to Us.

17.9 Our failure to exercise or enforce any of Our rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future.

17.10 Should any disagreement arise between Us, we shall, if we both agree, first try to settle it by a mediation procedure recommended by the British Photographers' Liaison Committee.

17.11 As a Scottish Public Authority information held by Us is subject to the requirements of certain access to information legislation. Including the Freedom of Information (Scotland) Act 2002, the Access to Environmental Information (Scotland) Regulations 2004 and the Public Services Reform (Scotland) Act 2010 (the “Information Laws”).

17.12 You acknowledge that We may be obliged under the Information Laws to disclose information relating to all or any part of any Assets and/or any information, media, images, and footage You provide to Us or submit using this VS DML (including the details provided by You when You sign up to this VS DML and any Assets submitted by You).

17.13 You acknowledge that We will be responsible for determining in Our absolute discretion whether any information requires to be disclosed in accordance with the provisions of the Information Laws, and that nothing in these Terms and Conditions shall prevent Us from disclosing (and We shall not have any liability to You in connection with the disclosure of) any information pursuant to the Information Laws.

17.14 These Terms and Conditions shall be governed by the laws of Scotland and the parties agree to submit to the jurisdiction of the Scottish courts, such jurisdiction to be exclusive, save for infringement of copyright or non-payment of Our invoices where it will be non-exclusive.

These Terms of Use were last updated 15 March 2023