External contributors: terms and conditions
These Terms relate to Gruppo Media Limited, Rouleur Magazine and other paper, online or digital publications owned by Gruppo Media Limited (together the “Company”). These Terms set out both the Company’s agreement with freelance contributors to any of their publications and those of its affiliates (together the “Publications”), and with external contributors to any of the Company’s websites and those of its affiliates (together the “Websites”).
By submitting Material for publication, or by agreeing to prepare Material for publication, you agree to be legally bound by these Terms which will take effect immediately. If you do not agree to be legally bound by all of the following terms, please do not contribute to any of the Websites or offer your Material for publication.
In these Terms ‘Material’ shall means any copyright work as set out in the copyright legislation and covers Material intended for publication as well as background Materials which have been used directly or indirectly for Material intended for publication.
PARTIES
(1) Gruppo Media Limited incorporated and registered in England and Wales with company number 08411318 whose registered office is at Jubilee House, 92 Lincoln Road, Peterborough, PE1 2SN (Company; We, Us).
(2) Freelancer (You).
BACKGROUND
This Agreement sets out the terms on which the Company shall commission the Freelancer to prepare the written works for the Company (Commissioned Works).
1. COMMISSIONED WORKS
1.1 You shall prepare and deliver the Commissioned Work in accordance with the Company’s instructions and to the expected standard.
1.2 The company shall have the right to, edit, crop, retouched or amend any of the Commissioned Work and to credit you as the photographer and/or author of the amended Commissioned works. The Commissioned Work will not be edited, cropped, retouched or amended in a malicious manner or in a way that could damage reputation. The Company reserves the right to not publish, or offer payment for, Commissioned Work if it does not meet the expected editorial standards of quality or punctual delivery.
1.3 You undertake that:
1.3.1 Each of the Commissioned Works will be all your own original work;
1.3.2 You will use your best endeavours to obtain model releases; property releases or other releases if requested by the Company;
1.3.3 You are able to enter this Agreement and grant the rights you have granted to us in the agreement and you have not and will not grant to any third party any rights in the Commissioned Works without consent from Gruppo Media’s editorial team.
1.3.4 The reputation of Rouleur, in the UK and around the world, is based on editorial independence, integrity and high journalistic standards. Anyone who supplies Material to any of the publications or the Website must ensure that their conduct and the Material they submit are ethical, legal and proper.
2. CONSIDERATION
2.1 In consideration of the performance by you of your obligations under this Agreement to our satisfaction, we shall pay you the Fee, which shall be specified in our instructions.
2.2 All payments made by us under this Agreement are exclusive of VAT and inclusive of the fees of any other expenses and costs incurred by you in connection with this Agreement.
2.3 You shall be responsible for all tax liabilities and National Insurance contributions in connection with the fees payable to you.
2.4 The Company operates an automated approval system for the payment of freelance Contributions. New Freelancers will be contacted and should supply their payment details when requested. Unless any other rate or fee is agreed at the time of commission/agreement, any payment will be made at the Company’s prevailing rates. Payment will be made at the end of the month following the month of publication of the Material.
3. ASSIGNMENT
3.1 The Company has the right to reuse, republish and retransmit your Commissioned Works in any language(s) anywhere in the world in any of our Licensed Products at our discretion in print, digitally, graphics, video, podcast and any other format.
3.2 By accepting Commissioned Works, you assign to us all rights and options throughout the world in any language on an exclusive basis for one year from the date of publication of the Material and thereafter on a non-exclusive basis for the remaining period of copyright. Any future third party rights in the Commissioned Works must be with agreed consent from Gruppo Media’s editorial team.
3.3 In addition, the Company has the following non-exclusive rights which apply to all your Material submitted:
3.4.1 the right to store your Material in any database or archive in any present or future media or format. You are free to store and allow access to your Material on databases for personal purposes provided nothing competes or conflicts with the rights you have granted the Company
3.4.2 in respect of all of the above, the right to translate, amend, cut or alter your Material as the Company thinks appropriate.
3.5 Non-Commissioned Works (ad hoc images, stock imagery) for the avoidance of doubt, all rights:
a) of whatever nature (without limitation, copyright) throughout the world which you have in your Contribution other than those you expressly grant to us under the Licence are retained by you; and
b) of whatever nature (without limitation, copyright) throughout the world in the column titles and names used in conjunction with your Contribution shall reside with us.
3.6 You agree that the Company can use an image of you in association with your Material for purposes of publicity, promotion and any other activity related to the exercise of their rights under these Terms.
4. WARRANTIES AND INDEMNITIES
4.1 You promise to keep all relevant matters concerning the Company and your work for us confidential.
4.2 You warrant that the Material:
a) is your own original work and that neither it, nor any exploitation or use which the Company might make of it, will infringe any person’s rights, including but not limited to intellectual property, privacy, performance, data protection or any other right;
(b) is not defamatory of any person or entity; and
(c) is not likely to render you or the Company in contempt of court or in breach of any criminal law, including (but not limited to) improper obtaining, processing or disclosure of data, surveillance, harassment, trespass, bribery or any other law or regulation whether during the course of your journalistic activities or otherwise.
You hereby agree to indemnify the Company against all costs, claims, losses and liabilities incurred or suffered by the Company as a result of any breach of your warranties or obligations under these Terms.
To the extent permissible in law, the Company will not be liable for any loss including but not limited to the following (whether such losses are foreseen, known or otherwise) loss of data, loss of revenue or anticipated profit, loss of business, loss of opportunity, loss of goodwill or injury to reputation, losses suffered by third parties, any indirect, consequential or exemplary damages.
5. AMENDMENTS AND GOVERNING LAW
5.1 These Terms will not be varied, the only exception to that would be in the event that a Director of the Company or the Editor has expressly agreed in writing to a variation. If any Freelancer or external contributor is not happy with these Terms then they should not offer the Company any Material, nor accept a commission, nor post any comments on any of the Websites. Any Material posted or supplied to the Company for publication is deemed to have been supplied in full knowledge and acceptance of these Terms.
The Company may change these Terms at any time by posting the changes online and it is your responsibility to check them every time you:
submit Material for publication, access the website or wish to make a comment. If any freelancer is not happy with these Terms then they should not offer us any Material or accept a commission from us. Any Material supplied to us for publication is deemed to have been supplied in full knowledge and acceptance of the most recent updated Terms as displayed on the Company’s Websites. Your continued or renewed use of the Company’s Websites after such changes are posted means you agree to be bound by these Terms as amended.
5.2 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
5.3 These Terms and any non-contractual obligations connected with them will be governed by, and construed in accordance with, English law and English courts shall have exclusive jurisdiction in relation to any claim.
If the validity or enforceability of any provision of these Terms is in any way limited by any applicable law or regulation, such provision shall be valid and enforceable to the fullest extent permitted by such law or regulation. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision.
