These terms and conditions (the “Terms”) set out the basis on which you (“the Contributor”) submit any Work to Prospect Publishing Ltd – 2, Queen Anne’s Gate, London SW1H 9AA (“Prospect”).
The Work
1. In these Terms, “Work” refers to any work submitted by the Contributor to Prospect in which Copyright can subsist, including but not limited to a literary work; and “Copyright” means all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which the Contributor is, or may become, entitled.
2. The Contributor retains Copyright ownership of the Work.
3. The Contributor grants Prospect a perpetual, irrevocable, exclusive, freely transferable, sub-licensable, worldwide right and licence to publish, use, adapt, modify, sell and otherwise freely exploit the Work (the “Licence”). Any amendment to the scope of this Licence requires the prior written consent of a director of Prospect.
4. Unless otherwise agreed by a director of Prospect in writing, the Licence includes, but is not limited to:
- publication of the Work in the paper edition of Prospect or other Prospect publications;
- publication of the Work on the internet site of Prospect (www.prospectmagazine.co.uk ) and/or other internet sites;
- publication and broadcast of the Work by any medium, including but not limited to on any television or radio channel, video hosting sites, streaming services, podcast hosting sites and social media platforms, whether or not that medium currently exists;
- onward syndication or sub-licensing of the Work to third parties in English and other languages;
- distribution of the Work in print, digital, audio visual or in any other format or media;
- storage of the Work in print, digital, audio visual or in any other format or media;
- and inclusion of the Work in online databases, news services and search archives.
5. The Contributor acknowledges that Prospect has the right but not the obligation to perform the acts contained in this Licence (including but not limited to whether the Work is published by Prospect in any form). Any failure by Prospect to exploit the Work shall not be deemed to be waiver of any right under this Licence.
6. The Contributor unconditionally and irrevocably waives any moral rights granted by the Copyright, Designs and Patents Act 1988 sections 77-89 or any similar rights that may subsist in the Work anywhere in the world. This waiver is made in favour of Prospect and shall extend to any successors or likewise.
The Contributor’s warranties
7. The Contributor represents and warrants that:
- the Work is all his/her own original work and will not be copied substantially from any other work or material or any other source;
- publication or use of the Work by Prospect or by any third party to whom the Work is syndicated or sub-licensed by Prospect will not infringe the copyright of any third party;
- publication or use of the Work by Prospect or by any third party to whom the Work is syndicated or sub-licensed by Prospect will not infringe the legal rights (including but not limited to intellectual property rights other than Copyright) of any other third parties anywhere in the world;
- the Work does not contain any material the publication of which would place Prospect or any third party to whom the Work is syndicated or sub-licensed by Prospect in breach of any criminal and civil law anywhere in the world, and this includes but is not limited to warranties that the Work does not contain any material which is obscene, defamatory, in breach of rights of confidentiality or privacy or data protection laws, or is otherwise unlawful;
- the Work does not contain any material the publication or broadcast of which would place Prospect or any third party to whom the Work is syndicated or sub-licensed by Prospect in breach of any applicable regulatory code; and
he/she has used best efforts to ensure the accuracy of the material in the Work.
8. Unless the representation and warranty in this clause 8 is waived by a director of Prospect in writing, the Contributor also represents and warrants that the Work (either in whole or in part) has not been previously published, broadcasted or made publicly available elsewhere, anywhere in the world and by any medium, either by the Contributor or any other person.
9. The Contributor undertakes, represents and warrants that the Work (including but not limited to any Work derived from or based on the same preparatory materials) shall not be published, broadcasted or made publicly available elsewhere anywhere in the world or by any medium (whether or not currently existing), either by the Contributor or any other person, in breach of the exclusive licence granted in these Terms, without the prior written permission of a director of Prospect.
The Fee
10. In these Terms, “Fee” means the one-off fee and terms of payment which Prospect agrees with the Contributor for payment for the Work.
11. In the event the Fee is agreed between Prospect and the Contributor, the Fee shall be in consideration of the Contributor supplying Prospect with the Work in a form and by a method agreed by Prospect.
12. In the event the Fee is agreed between the parties in advance of the Contributor submitting the Work, the submission of the Work by the Contributor signifies his/her acceptance of the terms of this agreement in respect of that Work.
13. In the event the Fee is agreed after the Work is submitted by the Contributor to Prospect then the acceptance of the Fee by the Contributor will signify his/her acceptance of the terms of this agreement in respect of that Work.
14. In the event that the Contributor does not wish to accept a Fee but wishes to grant a Licence to Prospect for the Work then the consideration for these Terms shall be the opportunity for the Contributor to have their Work published by Prospect and the rest of these Terms shall apply.
15. The Contributor shall invoice Prospect for the Fee (and additional fee under clause 17), unless Prospect agrees otherwise in writing.
16. The Fee (and additional fee under clause 17) shall not become payable until the Contributor has invoiced Prospect, unless Prospect agrees otherwise in writing. Prospect shall use reasonable endeavours to pay a valid invoice within thirty days and no later than forty-five days.
17. The Contributor acknowledges and agrees that in the event that the Work (or any part thereof) is sub-licensed by Prospect to third parties in return for a licensing fee, a further 10% administration fee is applicable, and Prospect will pay to the Contributor 50% of the remaining licensing fee, in addition to the Fee. This is in respect of both print and digital sub-licensing.
Regulatory Information and complaints
18. Prospect affirms that it is regulated by IMPRESS and that it observes the Standards Code.
19. The Contributor shall provide reasonable assistance to Prospect and/or IMPRESS to enable IMPRESS to perform its regulatory functions.
20. The Contributor shall provide reasonable assistance to Prospect in respect of any complaint made by a third party under the complaints policy published by Prospect on its website.
21. The Contributor affirms that Prospect may provide information and documentation to IMPRESS in respect of the Work which may be reasonably required to enable IMPRESS to perform its regulatory functions.
22.The Contributor affirms that he/she is aware there is an IMPRESS whistleblowing hotline and is aware of the complaints policy published by Prospect on its website.
23. Prospect shall not take any action under these Terms and Conditions to the detriment of the Contributor in the event the Contributor uses the IMPRESS whistleblowing hotline and/or declines to breach the Standards Code.
General terms
24. Subject to clause 25, these Terms represents the entire agreement between the parties.
25. The Terms incorporate any agreement between Prospect and the Contributor for the Fee for the Work.
26. The Contributor acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Prospect which is not set out in these Terms.
27. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
28. A variation of these Terms is only effective if it is agreed in writing by a director of Prospect.
29. A waiver of any right by Prospect under these Terms or by law is only effective if it is in writing from a director and shall not be deemed to be a waiver of any subsequent breach or default.
30. No failure or delay by either party in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
31. The relationship of the Contributor to Prospect is that of independent contractor and nothing in these Terms shall render the Contributor as an employee, worker, agent or partner of Prospect and the Contributor shall not hold himself out as such. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
32. The Contributor is not entitled to any benefits applicable to the employees of Prospect and is responsible for the payment of all taxes and other amounts hereunder. If the Contributor is registered for VAT, the Fee shall be paid together with VAT after submission of a valid VAT invoice by the Contributor to Prospect.
33. These Terms (and any agreement between Prospect and the Contributor in respect of the relevant Fee) and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England and subject to the exclusive jurisdiction of the courts of England and Wales.
