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Ben Jones
Ben Jones, UK Lawyer
Category: Employment Law
Satisfied Customers: 70224
Experience:  Qualified Employment Solicitor
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I have a fairly basic query relating to commercial contract

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Hello, I have a fairly basic query relating to commercial contract law. I'm an online retailer selling products (rugs) including some ranges from a wholesaler. The wholesaler provides us with high quality images of their products. They've been having problems with other retailers using their images but selling sub-standard products which they've bought elsewhere. As such, everyone who this wholesaler deals with, is now being asked to sign terms on an 'Image Declaration'. I'm unhappy with two of the terms on the declaration (I feel they are unreasonable, and possibly unenforceable). But at the same time, I don't want to have my account closed if I refuse to sign it. I've informed them of my concerns, and am awaiting their response. In the meantime I'm looking for some legal advice as to whether or not, this contract is legally enforceable (particularly Terms 4 and 5). The details are as follows:4) Think Rugs reserves the right to revoke permission to use the images at any time without any fore warning or reason
5) Think Rugs reserves the right to refuse permission for use of images without reasonDeviating from any of the above terms will result in compensation to Think Rugs at the cost of £65 for each and every image provided and termination of permissions to continue to use Think Rugs images.My concerns I've put to them are as follows:
Term 4 & 5) How does this work for stockists of your products (like ourselves) ? For example we have around £35k-40k of your products here in stock. In theory, “without fore warning or reason” we could have our image permission revoked and be stuck with these products not being able to market or sell them ?Obviously I’m not anticipating this happening, as I do play by the rules and won’t be passing images on to anyone at all. And I totally understand why you need something like this in place (as it will benefit us all). But naturally I’m concerned about signing something that could in theory put us in that position – especially when the term states ‘without reason’, which would include us not doing anything wrong.Many thanks

Hello, my name is***** am a qualified lawyer and I will be assisting you with your question today.

How long had you been working with this wholesaler and using their images, prior to the introduction of the new Image Declaration, which they are now asking you to sign?

Customer: replied 3 years ago.
Hello Ben, many thanks for the reply. I've been dealing with them for around 8 years or so now. I do fairly big business with them (circa £80k per year). They are unlikely to stop my account if I don't sign it, but it's possible. The owner is quite a stubborn bolshie guy!
Many thanks
David

Hi there David. No problem at all and thank you for your response. Leave it with me for now and I will review the relevant information and laws and get back to you at the earliest opportunity. There is no need to wait here as you will receive an email when I have responded. Also, please do not responded to this message as it will just push your question to the back of the queue and you may experience unnecessary delays. Thank you.

Many thanks for your patience. The clause you have been provided with can indeed be legally binding and enforceable because they would own the copyright of the images and would have the right to decide how they are used or If permission for their use is withdrawn. They do not legally have to give you notice of the withdrawal of such permission so if necessary it can happen immediately.

What you could potentially do is take images of the products yourself and have these ready to use as a replacement I necessary. They will have the right to withhold permission for the images they have supplied, but you are still free to take your own images of their products and use these for marketing purposes.

You also have to think what is in it for them to revoke such permission. Whilst they may do so, it can irrevocably damage the relationship between you and them and they could lose business as a result. I think this agreement is there to try and deal with these rogue traders who use the images for unauthorised purposes so if you are not one of them I do not see this being an issue, even if it potentially affects your business by having it in place.

I trust this has answered your query. Please take a second to leave a positive rating by selecting 3, 4 or 5 stars above - this is an important part of our process and recognises the time I have spent assisting you. If you still need me to clarify anything else, please reply on here and I will assist as best as I can. Thank you

Ben Jones and 5 other Employment Law Specialists are ready to help you
Customer: replied 3 years ago.
Many thanks Ben - much appreciated.

you are most welcome, all the best