These Terms and Conditions for Guardian Campaign Contributors, incorporating any documents by reference and any revisions thereto, set out the terms under which you (“You”) agree to provide services as a freelance campaign contributor (“Your Services”) to Guardian News & Media Limited (“GNM”).
Please read these terms carefully. You shall be legally bound by these terms when GNM sends You a countersigned Term Sheet. You are advised to print off and keep a paper copy of these terms.
1. DEFINITIONS AND ACCEPTANCE
1.1 In these Terms and Conditions the following words and expressions have the following meanings:
Agreement: the Term Sheet and these Terms and Conditions;
Applicable Laws: all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time;
Campaign: the Campaign described in the Term Sheet;
Client: as set out in the Term Sheet;
Confidential Information: all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a Party and/or its or their customers and/or suppliers;
Contributions: the Deliverables and any Materials produced pursuant to the Contributor’s delivery of the Deliverables;
Contributor: as set out in the Term Sheet;
Deliverables: the deliverables agreed between the Parties as set out in the Term Sheet;
Fee: the sums payable by GNM to the Contributor as set out in the Term Sheet;
Intellectual Property Rights: registered and unregistered trade mark and service marks, domain names, patents, registered designs and design rights, database rights, copyright (including, without limitation, any redistribution or syndication rights) and all similar rights anywhere in the world, and any and all goodwill and know-how associated with the foregoing;
Materials: any materials including, without limitation, photographs, film or video, musical work or sound recording, graphic work and literary work (including, without limitation, column titles and names), regardless of medium or format;
Parties: GNM and the Contributor and “Party” shall be construed accordingly;
Personal Data: data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information; and
Term: shall have the meaning given to it in Clause 7.1.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A reference to a statute or statutory provisions is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. CONTRIBUTORS RIGHTS AND OBLIGATIONS
2.1 In consideration of and subject to the payment of the Fee or, where there is no Fee, in return for good and valuable consideration, the sufficiency of which is acknowledged by the Contributor, the Contributor shall:
2.1.1 provide the Deliverables punctually to the best of their skill and ability in a first-class professional and workmanlike manner;
2.1.2 if interviewed by any media in relation to the Campaign, speak about the Campaign supportively and in a non-derogatory, positive manner;
2.1.3 allow GNM the right to publish a photograph(s) of him/her of its choosing in association with the publication of the Deliverables and/or any Materials produced pursuant to the Contributor’s delivery of the Deliverables and/or in relation to any other promotion or publicity of the same throughout the world;
2.1.4 be responsible for making all deductions from payments and fees received and performing all acts and making all payments necessary under any legislation in force in the United Kingdom including, without limitation, Income Tax, National Insurance and Social Security contributions; and
2.1.5 ensure that any image(s)/photograph(s) of the Contributor provided by the Contributor shall be provided on an exclusive basis for the purposes of the Campaign which shall mean that: (i) the Contributor agrees not to use the image(s)/photograph(s) of the Contributor provided, or allow anyone else to use the image(s)/photograph(s) of the Contributor provided, for any commercial purposes or as the Contributor’s profile photo on the Contributor’s Facebook or other social media platforms; and (ii) unless expressly requested by GNM, the Contributor shall ensure that no other person(s) are shown in the image(s)/photograph(s) of the Contributor provided by the Contributor and further that there are no recognisable signs, brands or other commercial images in the image(s)/photograph(s).
3. FEES
3.1 Unless otherwise agreed, the Contributor shall be reimbursed for reasonable expenses wholly and necessarily incurred in the preparation and delivery of the Deliverables subject to the Expenses Limit and submission of a properly itemised claim with copies of all receipts attached to the Purchasing Editor.
3.2 All Fees and approved expenses shall be paid within thirty (30) days of expiry of the Term on a self-billing basis and via electronic funds transfer facilities (BACS in the UK) in accordance with the provisions of GNM’s Terms and Conditions for Payments to Content Suppliers.
3.3 All sums payable under these Terms and Conditions shall be exclusive of VAT which might become due or payable by the Contributor in the UK or any equivalent payment that might become due elsewhere in the world which, if applicable, shall be payable by GNM in addition at the applicable rate.
4. INTELLECTUAL PROPERTY
4.1 The Contributor hereby assigns to GNM by way of present and future assignment all and any Intellectual Property Rights the Contributor may own in the Contributions throughout the world and for the full period during which such Intellectual Property Rights survive and all renewals, revivals, reversions and extensions thereof, together with the right to secure, renew or extend the same in GNM’s name. The Contributor hereby confirms that he/she recognises that, and that he/she shall:
4.1.1 Do all such acts and execute such documents as GNM may reasonably require to vest in or confirm to GNM or its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Contributor to GNM under this Agreement; and
4.1.2 Provide all necessary consents in order that, GNM and/or the Client and/or any successors shall have the unlimited right:
4.1.2.1 To edit, alter, add to, take from, adapt and/or arrange the Contributions;
4.1.2.2 reproduce, exhibit, transmit, broadcast and exploit the Contributions;
4.1.2.3 distribute or license the Contributions to third parties on a royalty-free basis without time limit throughout the world by all means and media (whether now known or hereafter discovered or developed) without liability to the third party or the Contributor unless expressly stated otherwise under this Agreement.
4.2 The Contributor hereby irrevocably and unconditionally waives the benefits of any provision of law known as “moral rights” (including without limitation any rights of the Contributor’s under Sections 77 to 85 inclusive of the Copyright, Designs and Patents Act 1988) or any similar laws of any jurisdiction in respect of the Contributions.
4.3 For the avoidance of doubt, GNM shall have full editorial discretion over the Campaign and, as a result, may use the Deliverables provided by the Contributor (and any Materials created pursuant to the provision of these Deliverables) as it sees fit for the purposes of the Campaign.
4.4 Where appropriate, GNM shall reasonable endeavours to identify the Contributor as the author of the Deliverables, however, the provision of contributor by-lines shall always be subject to GNM’s editing and layout requirements.
5. DATA
5.1 GNM will process the Contributor’s Personal Data for the purposes of performance of this Agreement, including to enable GNM to exercise its rights and satisfy its obligations. GNM may share the Contributor’s Personal Data with the Client, its insurers and any third party reference service provider used by GNM to run background checks across publically available sources, such as social media channels and, in certain cases, criminal background checks where GNM are required to do so for legal and regulatory compliance purposes or so that GNM can maintain appropriate insurance cover.
5.2 The Personal Data provided to GNM by the Contributor in connection with the Deliverables will be processed and retained by GNM in accordance with GNM’s privacy policy.
5.3 Contributor acknowledges that GNM may receive and collect Personal Data about the Contributor from third parties, such as if GNM seeks a reference on the Contributor.
5.4 In certain cases, the Contributor may request access to and the correction or erasing of the Contributor’s Personal Data or the restriction of its processing. Where GNM are processing Personal Data based on the Contributor’s consent, the Contributor also has the right to withdraw consent at any time.
5.5 The Client may use the Contributor’s Personal Data to approve the Contributor’s involvement in the Campaign and to contact the Contributor in the future regarding a follow-up interview with the Contributor or to ask if the Contributor is prepared to make another contribution. This will be processed in accordance with the Client’s own privacy policies and procedures.
6. WARRANTIES
6.1 Each party represents, warrants and undertakes that:
6.1.1 it has full authority to enter into this Agreement and is not bound by any agreement with any third party that adversely affects this Agreement; and
6.1.2 it has and will maintain all necessary powers, authority and consents to enter into and fully perform its obligations under this Agreement.
6.2 The Contributor represents, warrants and undertakes that:
6.2.1 he/she will apply such time, attention, resources, and skill as may be necessary for the due and proper delivery of the Deliverables;
6.2.2 he/she shall not at any time do anything or behave in a manner that brings the GNM brand or reputation into disrepute;
6.2.3 he/she shall have full regard for GNM’s own social media best practice guidelines;
6.2.4 he/she is not subject to any prior or existing contractual or other obligation that prevents, restricts, limits or in any way affects his/her capacity to: (i) enter into this Agreement; (ii) deliver the Deliverables; or (iii) grant any rights or perform any obligations under the Agreement;
6.2.5 that he/she has no current intentions to change careers or employer or employment status and that he/she shall immediately notify GNM if this situation changes at any time during the Term or in the twelve (12) months thereafter;
6.2.6 the Deliverables shall: (a) be original and not copied wholly or materially from any other source; (b) not breach the privacy, confidentiality or other statutory or common law rights of any third party; (c) not infringe the Intellectual Property Rights of any third party; (d) not be offensive, obscene, derogatory in nature or defamatory; (e) be honest, accurate, and complete; (f) not bring GNM or the Client into disrepute; (g) where submitted electronically, be free of viruses; and (h) comply with all Applicable Laws, regulations and codes of conduct including but not limited to the Code on Non-broadcasting Advertising, Sales Promotion and Direct Marketing;
6.2.7 he/she shall observe the highest ethical standards in delivering the Deliverables and in so doing:
6.2.7.1 have full regard for GNM’s own editorial code;
6.2.7.2 shall comply with GNM’s social media best practice guidelines for freelance contributors; and
6.2.7.3 cooperate fully in the event of a complaint about the Deliverables or any Materials produced pursuant to the Contributor’s delivery of the Deliverables to the Press Complaints Commission or GNM’s internal ombudsman; and
6.2.7.4 inform GNM immediately of any actual or potential conflict of interest arising from any engagement or deliverable he/she undertakes for GNM;
6.2.8 all the information he/she has provided to GNM, including but not limited to his/her answers to the Insurance questions set out in the Term Sheet, is accurate, complete and not misleading and he/she shall inform GNM immediately in writing if any of that information changes.
6.3 The Contributor hereby acknowledges that the above representations, warranties and undertakings are express conditions of the retention of his/her services pursuant to this Agreement and that, in the event that he/she is in breach of any of them, GNM shall have the right to terminate this Agreement forthwith without any liability to him/her whatsoever. The Contributor agrees to notify GNM of any facts or circumstances that may affect the accuracy of the statements set out in this Clause 6 as soon as such facts or circumstances arise.
7. TERM AND TERMINATION
7.1 The Agreement shall come into effect on the Agreed Date and, subject to earlier termination in accordance with this Agreement, shall terminate on the last of the Publication Date(s) (the “Term”).
7.2 GNM may terminate the Agreement for any reason on fourteen (14) days’ written notice to the Contributor.
7.3 Either Party may terminate the Agreement immediately by notice in writing to the other Party if the other Party commits a material breach of any of the provisions of the Agreement, including any breach of Clauses 2, 6, 8 and 10 and, if such breach is capable of remedy, fails to remedy the breach within seventy-two (72) hours of receiving notice from the terminating Party specifying the breach and requiring the breach to be remedied.
7.4 GNM may terminate the Agreement by immediate written notice to the Contributor if the Contributor becomes the subject of adverse press coverage or public criticism due to its acts or omissions which in GNM’s reasonable opinion is inconsistent with its continued association with the Campaign, or which may directly or indirectly have an adverse effect upon the reputation of GNM or the Client or any of their associated entities.
7.5 Termination or expiry of the Agreement for any reason shall be without prejudice to any rights, obligations or accrued liabilities of any Party arising prior to termination or expiry and to any provision of the Agreement expressed or intended to survive termination or expiry.
7.6 Clause 2.1.2, Clause 2.1.3, Clause 2.1.4, Clause 2.1.5, Clause 4, Clause 5, Clause 6, Clauses 7.5-7.6, Clause 8, Clause 9, Clause 11 and Clause 13 together with those other Clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall continue to have effect after the end of the Term.
8. CONFIDENTIALITY
8.1 Each Party shall keep confidential all Confidential Information of the other and the commercial terms of this Agreement and the existence or any information about any dispute or disagreement between the Contributor and GNM and shall not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement and only then where such third party is bound by equivalent confidentiality obligations in respect of that Confidential Information.
8.2 The obligation of confidence under the Agreement shall not apply where the Confidential Information: (i) is required to be disclosed by operation of law; (ii) was in the possession of the recipient prior to disclosure by the other Party; (iii) is subsequently acquired from a third party without any obligation of confidence; (iv) is or becomes generally available to the public through no wrongful act or default of the recipient; or (v) is disclosed on a confidential basis for the purposes of obtaining professional advice.
8.3 This Clause 8 shall continue in force notwithstanding the expiry or termination of this Agreement for any reason.
9. LIMITATIONS OF LIABILITY
9.1 GNM shall not be liable for any failure or delay to carry out any of its obligations under the Agreement to the extent any such failure or delay arises as a result of any breach by the Contributor of its obligations under the Agreement.
9.2 Nothing in the Agreement shall limit or exclude either Party’s liability arising from death or injury to persons caused by negligence, for fraud, or any other liability that cannot be limited or excluded by law.
9.3 GNM shall not be liable to the Contributor for any of the following types of loss or damage even if, in each case, GNM has been advised of the possibility of such loss or damage: (i) special, indirect or consequential loss; (ii) loss of profits; (iii) loss of revenue; (iv) loss of business; (v) loss of goodwill; and/or (vi) loss or damage arising from loss, damage or corruption of any data.
9.4 The aggregate liability of GNM to the Contributor under or in connection with the Agreement, whether arising from contract, negligence or otherwise, shall be limited to the Fee actually paid by GNM to the Contributor at the date the liability arose.
10. ANTI-BRIBERY AND CORRUPTION
10.1 The Parties acknowledge that they have not and shall not, directly or indirectly:
10.1.1 given, promised, offered or authorised; or
10.1.2 accepted, requested, received or agreed to receive, any payment, gift, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in contravention of the Applicable Laws relating to relating to anti-bribery, anti-corruption, modern slavery and facilitation of tax evasion including the Bribery Act 2010, the Modern Slavery Act 2015 and the UK Criminal Finances Act 2017.
11. INDEPENDENT CONTRACTORS
11.1 The Contributor undertakes any and all engagements under the Agreement as an Independent Contractor and on this basis, the Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership or employer-employee relationship between the Contributor and GNM.
11.2 The Contributor shall have full regard for and abide by GNM’s document setting out the status of Contributors and Suppliers to GNM as Independent Contractors
11.3 For the purpose of Clause 11, “Independent Contractor” shall be interpreted (as appropriate) to include all engagements made with GNM via a company.
12. FORCE MAJEURE
Neither Party shall be liable for any whole or partial failure to perform its obligations hereunder, to the extent that such performance has been delayed, hindered or prevented by any circumstances beyond the reasonable control of that Party. Where such circumstances arise, the Party seeking to rely on such an event of force majeure shall forthwith notify the other Party thereof and the obligations of the Parties under this Agreement shall (but only so far as is necessary to take account of the event of force majeure) be suspended until such circumstances cease to apply or the parties have agreed after reasonable negotiations in good faith to effect performance of a modified nature which is not restricted or precluded by prevailing circumstances. The performance of obligations hereunder shall be resumed within a reasonable time of any circumstances affecting performance ceasing to apply.
13. GENERAL
13.1 The Contributor may not assign or sub-contract any of his/her rights or obligations under the Agreement without GNM’s prior written consent.
13.2 A failure or delay by a Party to exercise any right or remedy under the Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
13.3 The Agreement and any documents referred to therein represent the entire terms agreed between the Parties in relation to the Deliverables and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the Parties relating to the Deliverables.
13.4 Each of the provisions contained in the Agreement shall be construed as independent of every other such provision, so that if any provision of the Agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of the Agreement, all of which other provisions shall remain in full force and effect.
13.5 Each Party will at the request of the other Party execute any document and do anything reasonably necessary to implement the Agreement and use all reasonable endeavours to procure that a third party executes any deed or document and does anything reasonably necessary to implement the Agreement.
13.6 All notices and consents relating to the Agreement must be in writing, including email. All variation to the Agreement must be agreed, set out in writing and signed on behalf of both Parties before they take effect.
13.7 The Parties do not intend that any third party shall have any right to enforce any of the terms of the Agreement.
13.8 The Agreement and any dispute or non-contractual obligation arising out of or in connection with it will be governed and construed under the laws of England. Each Party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts of London, England over any dispute or non-contractual obligation arising out of or in connection with the Agreement.
