Contributor Terms & Conditions
Last Updated: December 2018.
These Terms and Conditions (Terms) apply to Contributor Commissioning Forms entered into by Speak Media (UK) Limited and the Contributor which commission Contributor content.
1. These terms apply to each Commissioning Form
1.1 The term “Commissioning Form” means Speak Media’s instructions to the Contributor to provide services to Speak Media, signed by Speak Media and Contributor. These Terms apply to each Commissioning Form. Speak Media may issue subsequent Commissioning Forms to the Contributor under these Terms at its discretion. Each Commissioning Form will be in writing (including via email). The Contributor must accept the Commissioning Form, in accordance with any instructions contained in the Commissioning Form, within 3 business days of the issue date of the Commissioning Form.
1.2 Speak Media does not guarantee that the Contributor will be issued any Commissioning Form or a minimum number or value of Commissioning Forms. Speak Media’s engagement of the Contributor is non-exclusive. Speak Media may engage others to provide the same or similar services.
1.3 The term “Work” in these Terms is a reference to both Licensed Work and Assigned Work including all text, videography, illustrations, photographs, graphics, passwords, domains and other materials and information (in whole or in part) provided by the Contributor under the Commissioning Form.
1.4 To the extent of any inconsistency between a Commissioning Form and these Terms, the Commissioning Form will prevail.
2. Contributor’s Obligations
2.1 The Contributor must, in respect of each Commissioning Form:
(a) supply the Work professionally and to a high standard suitable for publication as part of a campaign or otherwise;
(b) deliver, at its own expense, the Work in accordance with these Terms and the Commissioning Form, including the Delivery Schedule, and comply with any other guidelines issued by Speak Media; and
(c) assist Speak Media regarding the production and publication of campaigns in a timely way as reasonably requested by Speak Media.
3. Warranties, Indemnity and liability
3.1 The Contributor warrants that:
(a) the Work is original and wholly owned by the Contributor;
(b) none of the Work has been licensed to a third party in a way which would prevent Speak Media from using it in accordance with this agreement;
(c) the Work does not infringe any existing copyright or other third party rights and is not defamatory of any person or third party; and
(d) appropriate model and property releases and consents regarding privacy have been obtained in relation to the Work, if required.
3.2 The Contributor must continually indemnify Speak Media against claims, proceedings, liability, losses, damages or expenses incurred by Speak Media (including legal costs on a full indemnity basis, and compensation payments paid by Speak Media on legal advice to settle any third-party claim) in connection with a breach by the Contributor of the warranties in these Terms.
4. Grant of Rights
4.1 The Contributor assigns (and shall cause all its relevant personnel to assign) to Speak Media (or at Speak Media’s request, to any other entity) all existing and future intellectual property rights and other property rights in the Assigned Work, from the date of creation of the Assigned Work, with full guarantee and free from encumbrances, including, but not limited to, the unrestricted and irrevocable right to bring legal actions, reproduce, publish, adapt, communicate and broadcast the Assigned Work throughout the world in any form or media whether now known or otherwise (including digital form). The Contributor agrees to give Speak Media reasonable assistance, at Speak Media ’s expense, in perfecting or evidencing the rights defined in this Clause 4.1, including, without limitation, by executing and delivering all documents reasonably requested by Speak Media for such purposes.
4.2 The Contributor agrees that on creation of the Licensed Work, the Contributor grants to Speak Media an exclusive, worldwide, irrevocable, royalty free, sub- licensable license to use, reproduce, publish, adapt, communicate and broadcast the Licensed Work in any form or media whether now known or otherwise (including digital form) from the date of creation of the Licensed Work. The Contributor agrees to give Speak Media reasonable assistance, at Speak Media ’s expense, in perfecting or evidencing the rights defined in this Clause 4.2, including, without limitation, by executing and delivering all documents reasonably requested by Speak Media for such purposes.
4.3 Without limiting the generality of Clause 4.1 and 4.2 and despite any moral rights that may otherwise apply, the Contributor consents to Speak Media and its sub-licensees:
(a) using, or not using the Contributor’s name to attribute the Work;
(b) not publishing the Work, or publishing part of the Work;
(c) storing, using, re-using, altering, editing, adapting, licensing, publishing or communicating the Work in any form or medium (including digital); and
(d) producing, designing, publishing, promoting and selling or otherwise disposing of the Work or any publication incorporating the Work;
4.4 If, for whatever reason the moral rights cannot be realised, the Contributor agrees to unconditionally and irrevocably waive such rights to the fullest extent permitted by the applicable law.
5. Delivery and Acceptance of Work
5.1 On delivery of the Work in accordance with the Delivery Schedule, Speak Media will assess in its sole discretion whether the form and content of the Work are acceptable to Speak Media. The Contributor acknowledges that Speak Media is under no obligation to accept the Work or any part of the Work. Speak Media must accept or reject the Work (or some of) in writing within a reasonable period as specified by Speak Media. If Speak Media rejects some or all of the Work, Clause 7.1 will apply.
6. Fee & Taxes
6.1 The Contributor will invoice Speak Media for the total Fees specified in each Commissioning Form for Work delivered and accepted by Speak Media in accordance with clause 5.
6.2 Speak Media will pay to the Contributor the Fees set out in each Commissioning Form on 30 day payment terms upon delivery and acceptance of the Work and provision of a valid tax invoice to Speak Media in accordance with clause 6.1.
6.3 All expenses related to the Contributor’s business or to a Commissioning Form are the Contributor’s responsibility except where the Contributor has received prior written approval for any expenses from Speak Media.
6.4 Each party is responsible for complying with all tax laws that apply to it in connection with this agreement. The Contributor acknowledges and agrees that it is responsible for any bank fees and charges in relation to the Fee.
6.5 If either party (Payer) is required to deduct withholding tax under applicable laws from fees paid to the other party (Payee) under this agreement, the Payer must at the time of paying the Payee include on the remittance advice the amount of withholding tax deducted. The Payer will issue to the Payee annually a certificate giving evidence of the deducted withholding tax as reasonably requested by the Payee to enable the Payee to claim tax credits or deductions. The Payee may be requested to supply the Payer with documentation allowing for a reduced withholding tax rate under an applicable treaty.
6.6 To the extent that the Payer is required by law to withhold or deduct any amount from any amount payable to the other in connection with this agreement, the Payer is taken to have paid to the Payee the amount withheld or deducted and the Payee is not entitled to receive any additional amount or gross up of any amount payable to the Payee in relation to such withholding or deduction.
6.7 If the Contributor is registered, or is required to be registered, for Value Added Tax (VAT), the Contributor will charge VAT at the applicable rate in addition to the Fee. If the Contributor is registered for VAT, the Contributor will include on the invoice registration details and all other information as required for the invoice to be valid. If the Contributor does not include VAT in the invoice, the Contributor hereby warrants that there is no VAT payable on the Fee, and indemnifies Speak Media from any tax liability arising in connection with a breach of this warranty.
7. Contributor Default
7.1 If the Contributor fails to deliver the Work by the Delivery Schedule dates specified in the Commissioning Form, or some or all of the Work is rejected by Speak Media under Clause 5.1, Speak Media may elect to do any of the following:
(a) give the Contributor a reasonable opportunity to correct the failure; or
(b) accept some Work, in which case Speak Media may immediately terminate this agreement by notice to the Contributor regarding the rejected Work. In this case, Speak Media will in good faith determine an adjustment to the fee payable; or
(c) immediately terminate this entire agreement by notice in writing to the Contributor. The Contributor must, within 30 days of receiving a termination notice, repay any Fee already paid in respect to the applicable Commissioning Form.
8.1 Each party must keep their relationship and any information disclosed by the other party which is in fact, is reasonably regarded as, or is marked as, confidential or proprietary to the disclosing party (Confidential Information) secret. The parties agree to protect and preserve the secrecy of Confidential Information and not use it or disclose it to any other person except with the written consent of the other party or to the extent necessary to comply with the law or in order to obtain professional advice, and/or provide the services or deliver the Work.
8.2 The Contributor agrees not to use the Work in any of the Contributor’s own promotional material of any kind unless Contributor has Speak Media’s prior written consent to do so.
9.1 Time is of the essence in this agreement.
9.2 Speak Media may unilaterally amend these Contributor Terms at any time. The date of last revision is set out in the title above. The changes will automatically apply to any Commissioning Forms that you enter into after that date.
9.3 This agreement and each Commissioning Form may only be varied by agreement between the parties evidenced in writing (including via email). This agreement and each Commissioning Form constitute the entire agreement between the parties in relation to the Work and supersede all previous agreements between the parties regarding the subject matter of this agreement.
9.4 The parties are independent contractors, and this agreement does not establish an employee-employer or principle-agent relationship between the parties.
9.5 The Contributor may not assign its rights and obligations under this agreement. Speak Media may, by notice to the Contributor, assign its rights and obligations under this agreement.
9.6 The agreement, and the Contributor’s engagement is governed by the laws of England and Wales, and the parties submit to the non-exclusive jurisdiction of its courts.
9.7 Clauses 2, 3, 4, and 8 will continue after termination or expiration of this agreement.
9.8 In this agreement: all defined terms are as defined in the Commissioning Form; the singular includes the plural and conversely; ‘including’ and ‘includes’ are not words of limitation; a reference to a thing (such as ‘Work’) includes a part or parts of that thing.