Terms & Conditions for Freelance Contributors
Columbus Travel Media Limited (“CTM”)
1. In these T&Cs the following words and phrases shall, unless the context otherwise requires, have the following meanings:-
1.1 “Company” means Columbus Travel Media Limited, a company registered in England and Wales with number 02970942 whose registered office is at Columbus Travel Media Ltd, S19 Monohaus, 143 Mare Street, London, E8 3FW, United Kingdom;
1.2 “Contract” means the agreement for the Work between the Company and the Contributor, incorporating those T&Cs;
1.3 “Contributor” means the person to whom the Company makes an offer to enter into a Contract for the said person to create the Work;
1.4 “Fee” means the sum stipulated in the Company’s offer to the Contributor being the amount payable by the Company to the Contributor for the Works, subject to the provisions of these T&Cs;
1.5 “Intellectual Property Rights” means all copyright, goodwill and all other rights in the nature of intellectual property rights (whether registered or unregistered), and all applications, extensions or renewals for the same, anywhere in the world; and
1.6 “Work” means:
1.6.1 the written material to be created by the Contributor under the Contract (together with illustrative materials, whether photographs, graphics or otherwise) on the topic or subject stipulated by the Company in its offer to the Contributor.
1.6.2 unsolicited written material submitted to the Company by the Contributor and accepted by the Company for an agreed Fee (together with illustrative materials, whether photographs, graphics or otherwise).
2. The Contract will be created on the Contributor’s acceptance of the Company’s offer to the Contributor for the creation of the Works. Such acceptance shall be by means of any express form of acceptance (written or verbal) given by the Contributor to an authorised representative of the Company. The Contract will incorporate these T&Cs.
3. These T&Cs apply to all Contracts for any Works. Any other proposed terms or conditions offered or relied on by the Contributor shall be void unless specifically accepted in writing by the Company.
4. The Contributor shall complete and deliver a transcript of the Work to the Company on or before the date stipulated in the Company’s offer. Time shall be of the essence in this regard. The form, content and extent of the Work shall in all respects be as stipulated in the Company’s offer.
5. The Company shall have completed and unfettered discretion to accept or reject the Work, whether on the grounds of compliance with the brief set out in the offer, or on general editorial grounds or otherwise. If the Company requires any changes to the Work (whether as amendments, additions or otherwise), the Contributor shall comply with such request on or before the date stipulated in the Company’s change request. Time shall be of the essence in this regard. The Company shall have complete and unfettered discretion whether to accept or reject the changed Work.
6. The Company shall notify the Contributor of its final decision on whether to accept or reject the Work. Acceptance of the Work by the Company does not mean the Company has satisfied itself that the content of the Work complies with these T&Cs and does not release the Contributor from its responsibilities under the Contract, including these T&Cs.
7. Where the Company has accepted the Work, the Company makes no promise that it will publish or use the Work, whether in the Company’s publications or otherwise. Non-publication or non-use shall not affect the Company’s obligation to pay the Contributor’s Fee for the accepted Work.
8. The Company shall be liable to pay the Contributor the Fee only upon the Company’s acceptance of the Work. Upon being notified by the Company of such acceptance, the Contributor shall submit an invoice for the Fee to the Company. The Company shall pay the invoice sum by bank transfer into the Contributor’s bank account (details of which the Contributor must supply to the Company, whether on the invoice or otherwise) within sixty (60) days of receipt. The Company may set off any liability due to it by the Contributor against the obligation to pay the Contributor’s invoice under the Contract. Payment will be made in pounds sterling and the Company will not be liable for any reduction in the amount received by the Contributor caused by any currency exchange fluctuation or bank charges for non-UK accounts incurred in making the bank transfer. The Fee will be exclusive of value added tax or any other applicable tax on the invoice.
9. The Company’s sole liability to the Contributor shall be the payment of the Fee in accordance with these T&Cs. The Company shall have no liability for any expenses, fees or other costs incurred by the Contributor in the creation, production or submission of the Work, whether or not accepted by the Company.
10. The Contributor warrants to the Company that:-
10.1 the Work is the Contributor’s original work and has not been copied in whole or in any part from any other work or material;
10.2 the Company’s use of the Work under the Contract will not infringe the rights of any third party;
10.3 the Contributor is the owner of all Intellectual Property Rights in the Work;
10.4 no other person or entity was involved with the Contributor in the creation of the Work;
10.5 the Contributor has not granted any rights of any nature in the Work to any third party whatsoever in any part of the world;
10.6 the Contributor is entitled to transfer, assign and otherwise deal with the Intellectual Property Rights, and all other rights of ownership, in the Work without the consent, permission or involvement of any other person or entity;
10.7 the Work contains nothing that is libellous, defamatory or indecent or which infringes the statutory or common law rights of any third party;
10.8 all information contained within the Work is accurate, complete, true and not misleading;
10.9 the Company’s use of the Work will not be prejudicial to the image or reputation of the Company or any of its publications; and
10.10 the Work (and the format/medium and method of delivery of the same to the Company) will be free from viruses and any other components with harmful or contaminating effects.
11. The Contributor undertakes to defend the Company and its successors, assignees and sub-licensees from and against any claim or action that the possession, use, development or maintenance of the Work (or any part thereof) infringes the Intellectual Property Rights of any third party.
12. The Contributor shall fully indemnify and hold harmless the Company and its successors, assignees and sub-licensees from and against any loss, damages, costs (including all legal fees) and expenses incurred by or awarded against the Company and its successors, assignees and sub-licensees as a result of or in connection with any breach of the Contributor’s obligations under the Contract including, without limitation, the breach or infringement of the Contributor’s warranties under these T&Cs.
13. Upon the Company’s acceptance of the Work, and in consideration of the Company’s payment of the Fee, ownership of the Work shall hereby be transferred from the Contributor to the Company. Upon such transfer, the Company shall be the sole and absolute owner of all rights in the Work including, without limitation, all Intellectual Property Rights in the Work. Without prejudice to the generality of the above, such transfer shall include the absolute assignment, with full title guarantee, to the Company of the copyright and other rights of like nature conferred under the laws of the United Kingdom (and all other countries of the world) in the Work for the remainder of the term during which the said rights shall subsist. The Contributor shall at the request of the Company execute all such documents and do all such further acts as the Company may require for the purpose of implementing, and giving effect to, the provisions of this clause.
14. The Contributor warrants and represents to the Company that he/she is an independent contractor and nothing in the Contract shall render the Contributor an employee, agent or partner of the Company and the Contributor shall not hold him/herself out as such. The Contributor will be solely responsible, at his/her own expense, for the supply of all equipment, facilities or materials necessary for the creation, production or submission of the Work.
15. The Contributor undertakes to the Company that he/she will duly pay the tax and national insurance contributions which are due from him/her whether in the United Kingdom or elsewhere in relation to the payment of the Fee made by the Company pursuant to the Contract and further agrees to indemnify the Company in respect of all and any tax and national insurance contributions which may be found due from the Company on the said payment of the Fee together with any interest, fines or penalties thereon.
16. If the Contributor is in material breach of the Contract (and, in the case of a breach capable of remedy, fails to correct the breach within a reasonable period stipulated by the Company) or, in the reasonable opinion of the Company, is insolvent the Company may, upon giving written notice to the Contributor, terminate the Contract.
17. The Company may terminate the Contract for convenience with immediate effect by giving the Contributor written notice of termination.
18. Where the Contract is terminated by the Company in any circumstance, the Company shall have no liability to pay the Fee, or any part of the Fee, to the Contributor.
19. The Contract shall be personal to the Contributor who may not assign or otherwise transfer, or sub-contract, his/her rights and obligations.
20. Any person who is not a party to the Contract shall have no right to rely upon or enforce any term of the Contract.
21. The Contributor will treat as confidential the content of the Contract, together with all information, whether of a technical, business, financial nature or otherwise, relating in any manner to the business or affairs of the Company which the Contributor receives or has access to pursuant to the Contract. The Contributor will not disclose this information to any person other than as required for the purpose of performing the Contract and will not use this information other than for the purpose of the Contract. The provisions of this clause shall not apply to any information which is required to be disclosed by law or which are in the public domain, or which comes into the public domain, through no breach of this clause by the Contributor.
22. If the Company fails or delays in exercising its rights or remedies under the Contract, it shall not be deemed to have waived that or any other right or remedy under the Contract.
23. Unless expressly provided otherwise, where the Contributor comprises more than one person or entity, they shall be jointly and severally liable for their respective obligations and liabilities under the Contract.
24. The Contract contains the whole agreement between the Company and the Contributor and supersedes any prior written or oral agreement between them in relation to its subject matter and the parties confirm that they have not entered into the Contract on the basis of any representations that are not expressly incorporated into the Contract.
25. The Contract may not be modified unless agreed in writing (including email) by the duly authorised representative of the Company and by the Contributor.
26. Words importing the singular number include the plural and vice versa and words importing any particular gender shall include all other genders. References to persons shall include bodies of persons whether corporate or incorporate.
27. In the event that any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or, at the discretion of the Company, may be severed from the Contract and the remaining provisions of the Contract shall remain in full force and effect.
28. The warranties and indemnities contained in the Contract, as well as the confidentiality provisions in clause 21 above, shall survive the termination or expiry of the Contract.
29. Correctly addressed notices sent by first class mail shall be deemed to have been delivered forty-eight (48) hours after posting and correctly directed facsimile transmissions or email transmissions shall be deemed to have been received instantaneously provided that facsimile or email transmissions are confirmed within twenty-four (24) hours of transmission by a confirmatory copy sent by first class mail.
30. The Contract will be governed by the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction in any disputes arising under the Contract.