Freelance Contributor Terms and Conditions

These Terms and Conditions (the "Terms") govern your submission of any Contributions for publication in any of our Publications. By submitting a Contribution for publication in any of our Publications, you agree to be bound by these Terms.

1 Definitions and interpretation

1.1 In these Terms, except where a different interpretation is clear from or necessary in the context, the following terms shall have the following meanings:

Business Day	means a day other than a Saturday, Sunday or public holiday in the Northern Ireland when banks in Belfast are generally open for business;
Contributions	means any articles, photographs and/or other such materials created by you and licensed to the Publisher for inclusion in the Publication;
Electronic Medium	shall include (but not be limited to) all digital, optical and magnetic information storage and retrieval platforms or systems and all online and off-line electronic or other transmission (including, but not limited to, satellite or microwave transmission and the Internet), whether now known or subsequently developed;
Price	means the price agreed in writing for each Contribution from time to time;
Publications	means each of the Publisher’s newspapers, magazines or websites owned by the Publisher from time to time;
Publisher	means Irish News Limited with company number NI019406 whose registered office is at 113/117 Donegall Street, Belfast, BT1 2GE;
Rights	means the first right, by way of licence, to reproduce, print and publish the Contributions in the printed version of the Publications and reproduce, distribute and communicate the Contributions to the public in any version of the Publications published on the Internet or in, through or by means of any other Electronic Medium, in all languages throughout the Territory during the Term together with the sole right and licence to authorise others to do so;
Term	means the full period of copyright in the Contributions, including all renewals, reversions, extensions and revivals of such period subsisting or arising under the laws in force in each and every part of the Territory;
Territory	means the world.

1.2 In these Terms, unless the context requires otherwise:

• 1.2.1 words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in these Terms;
• 1.2.2 words importing the singular number shall include the plural and vice versa;
• 1.2.3 words importing any particular gender shall include all other genders;
• 1.2.4 references to persons shall include bodies of persons, whether corporate or incorporate;
• 1.2.5 words importing the whole shall be treated as including a reference to any part of the whole.

1.3 Any reference in these Terms to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of these Terms) and as including all subordinate legislation from time to time made under it.

1.4 The expression copyright shall include the entire copyright, design right, rental right, right to authorise or prohibit lending, database right, right of communication to the public and distribution right subsisting now or created at any time during the subsistence of these Terms under the laws of the United Kingdom and all analogous rights subsisting now or created at any time during the subsistence of these Terms under the laws of each and every other jurisdiction throughout the Territory.

1.5 References in these Terms to clauses, schedules and exhibits are to clauses of and schedules and exhibits to these Terms, except where otherwise expressly stated.

1.6 Headings are used in these Terms for the convenience of the parties only and shall not be incorporated into these Terms and shall not be deemed to be any indication of the meaning of the clauses, schedules or exhibits to which they relate.

2 Grant of Rights

In consideration of the payment by the Publisher of the Price, you grant the Rights to the Publisher.

3 Your obligations

3.1 You agree with the Publisher:

• 3.1.1 to submit for the Publisher’s approval the proposed Contributions at least [number ] days prior to the proposed date of publication as advised by the Publisher from time to time;
• 3.1.2 not to include in any of the Contributions anything which is obscene, blasphemous, libellous, obtained directly or indirectly in breach of confidence or in breach of any right of privacy or in any other unlawful way, or which is otherwise objectionable or unlawful;
• 3.1.3 not to include in any of the Contributions any material which infringes the copyright or any other rights of another person;
• 3.2 to permit the editor of the Publication, or such other person as the Publisher so authorises, to alter the Contributions including by way of punctuation, spelling, grammar, abbreviation or otherwise;
• 3.3 to use best endeavours to assist the Publisher and any person the Publisher authorises to act on its behalf in the conduct of the defence of any legal proceedings arising from the publication of the Contribution;
• 3.4 to ensure that any Contribution they provide to the Publisher for publication complies with the requirements of the Independent Press Standards Code Organisation Code of Practice alongside any other policies and/or guidelines which the Publisher may require from time to time;
• 3.5 not to assign the copyright in the Contributions or in any of them without first giving the proposed assignee written notice of the terms of these Terms;
• 3.6 to provide an invoice (a VAT invoice you are registered for VAT) in respect of the Price payable for each of the Contributions following approval or deemed approval of each of the Contributions pursuant to clause 6.1

4 Your warranties and indemnity

4.1 You warrant that:

• 4.1.1 it is the sole legal and beneficial owner of, and owns all the rights and interests in the Contributions or has the requisite permission to licence the Contributions to the Publisher under these Terms;
• 4.1.2 the Contributions are its original work and have not been copied wholly or substantially from any other source;
• 4.1.3 none of the Contributions or any part of them have been published before the date of these Terms;
• 4.1.4 to the best of your knowledge and belief, none of the Contributions as submitted by you to the Publisher contains or will contain anything which is obscene, blasphemous, libellous, obtained directly or indirectly in breach of confidence or in breach of any right of privacy or in any other unlawful way, or which is otherwise objectionable or unlawful;
• 4.1.5 none of the Contributions as submitted by you to the Publisher infringes or will infringe the copyright or any other rights of any person.

4.2 You hereby indemnify and shall keep the Publisher indemnified against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Publisher on the advice of its legal advisors to compromise or settle any claim), and all legal costs or other expenses, arising out of any breach or alleged breach of any of the above warranties or out of any claim by a third party based on any facts which, if substantiated, would constitute such a breach.

5 Your Acknowledgement

You acknowledge that these Terms constitute your total entitlement to remuneration for provision of the Contributions to the Publisher and it shall not be entitled to any further remuneration or other form of compensation for provision of the Contributions.

6 Publisher’s obligations

6.1 The Publisher agrees:

• 6.1.1 that if the Publisher does not approve of any Contribution, then the Publisher shall notify you of the non-approval of such Contribution within [number ] days of its submission, specifying reasonable grounds of non-approval, failing which the Publisher shall irrevocably be deemed to have approved each of the Contributions; and
• 6.1.2 to pay the Price within [30 ] days of receipt of your undisputed invoice following approval or deemed approval of the manuscript of each of the Contributions

7 General

7.1 Force majeure

• 7.1.1 If either party is prevented from fulfilling its obligations under these Terms by reason of any supervening event beyond its control (including, but not limited to, war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated) or illness), the party unable to fulfil its obligations (the Incapacitated Party) shall immediately give notice of this to the other party and shall do everything in its power to resume full performance of its obligations as soon as possible.
• 7.1.2 Subject to compliance with the requirements of clause 7.1.1, the Incapacitated Party shall not be deemed to be in breach of its obligations under these Terms during the period of incapacity, and the other party shall continue to perform its obligations under these Terms save only in so far as they are dependent on the prior performance by the Incapacitated Party of obligations which it cannot perform during the period of incapacity.
• 7.1.3 If the period of incapacity exceeds [6] months, then these Terms shall automatically terminate, unless the parties first agree otherwise in writing.

7.2 Whole agreement

• 7.2.1 These Terms contains the whole agreement between the parties and supersedes and extinguishes any prior written or oral agreements, promises, assurances, warranties, representations and understandings between them in relation to its subject matter.
• 7.2.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
• 7.2.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
• 7.2.4 Nothing in this clause shall limit or exclude any liability for fraud
• 7.2.5 No oral explanation or oral information given by either party shall alter or affect the interpretation of these Terms.

7.3 Reservation of rights

All rights not specifically and expressly granted to the Publisher by these Terms are reserved to you.

7.4 Joint and several

All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several.

7.5 Proper law and jurisdiction

These Terms shall be governed by the laws of Northern Ireland in every particular, including formation and interpretation, and shall be deemed to have been made in Northern Ireland, and the parties agree to submit to the exclusive jurisdiction of the Northern Irish courts.

7.6 Notices

• 7.6.1 Any notice, consent or the like (in this clause 7.6 referred to generally as notice) required or permitted to be given under these Terms shall not be binding unless in writing and may be given personally or sent to the party to be notified by prepaid first-class post (or by airmail post if notice is to be sent from the United Kingdom to anywhere outside the United Kingdom or vice versa) at its address as set out above or as otherwise notified in accordance with this clause 7.6, or by email to the current and correct email address of the intended recipient, or by fax transmission to the current and correct fax number of the intended recipient.
• 7.6.2 Notice given personally shall be deemed given at the time of its delivery.
• 7.6.3 Notice sent by post in accordance with this clause 7.6 shall be deemed given at the commencement of business of the recipient on the second Business Bay following its posting, unless sent from the United Kingdom to anywhere outside Europe or vice versa in which case it shall be deemed given at the commencement of business of the recipient on the seventh Business Day following its posting.
• 7.6.4 Notice sent by email or fax transmission in accordance with this clause 7.6 shall be deemed given at the time of its actual transmission, provided that the sender receives a receipt for the email message from the recipient or the sender’s fax machine produces a successful transmission report, as the case may be.

7.7 No modification

These Terms may not be modified except by an instrument in writing signed by both of the parties or their duly authorised representatives.

7.8 Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of these Terms shall not be a waiver of them, nor of the right at any time subsequently to enforce all terms and conditions of these Terms.

7.9 Survival of terms

The warranties and indemnities contained in these Terms, and the provisions for payment of money due to you under the terms of these Terms, shall survive the termination or expiry of these Terms.

7.10 VAT

All sums payable to you under these Terms are exclusive of VAT, which shall, where applicable, be paid in addition at the rate in force at the due time for payment, subject to you either supplying a VAT invoice to the Publisher or informing the Publisher of his VAT registration number.

7.11 Rights and remedies cumulative

All rights and remedies available to the parties under the terms of these Terms and under the general law shall be cumulative, and no exercise by either of the parties of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted by these Terms or otherwise available to it.

7.12 Confidentiality

• 7.12.1 The terms of these Terms are confidential to the parties.
• 7.12.2 Each party agrees to maintain secret and confidential all confidential information obtained from the other, both pursuant to these Terms and before and in contemplation of it (including, but not limited to, information concerning the terms of these Terms), and all other information that it may acquire from the other in the course of these Terms, and to respect the other’s proprietary rights in such material, and to use the same exclusively for the purposes of these Terms, and to disclose the same only to its professional advisers and those of its employees, officers, agents and representatives pursuant to these Terms (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of these Terms (and which employees, officers, agents and representatives shall be made aware of and required to acknowledge these confidentiality arrangements in writing).

7.12.3 The obligation set out in clause 7.12.2 shall not apply to any information which:

• (a) before its receipt from one party, was lawfully in the possession of the other and at its free disposal; or
• (b) is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the other party; or
• (c) is or becomes generally available to the public through no act or default of the recipient party or its agents, employees, officers and representatives; or
• (d) is required by law to be disclosed.

7.13 Binding effect

These Terms shall bind and enure to the benefit of the parties and their respective permitted assigns, personal representatives and successors in title.

7.14 Assignment

• 7.14.1 Neither party may assign the benefit of or its obligations under these Terms without the prior written consent of the other party.
• 7.14.2 It shall be a condition of any assignment that the assignor shall procure that the assignee enters into a direct written covenant with the other party to these Terms whereby the assignee undertakes to observe and perform all of the assignor’s obligations under these Terms.

7.15 No partnership

Nothing in these Terms shall be deemed to constitute a partnership between the parties, nor the relationship of employer and employee under a contract of service, nor the relationship of principal and agent.

7.16 Third parties

Nothing contained in these Terms is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any third party.