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All agreements between any company within the Ivy Group of companies and a Supplier incorporate these terms (as set out in the terms). Agreements do not have to be in writing nor to specifically refer to these terms. It is, however, preferable for order forms to be completed and signed. If there is a pre-existing agreement that agreement is now amended to incorporate these terms. The terms incorporated into any agreement are the latest published version.
1 The Terms shall be incorporated into an agreement that
i) Purports to incorporate the Ivy Group of Companies Suppliers Terms.
ii) Is made between the Company and a Supplier where prior to entering into the agreement with the Supplier, the Supplier has been served with a copy of the Terms.
iii) Is made in substitution for a pre-existing agreement as envisaged under the Terms whether made with the Company or any other company in the Group.
2 Where the parties to an agreement that incorporated
the Terms subsequently enter into further agreements
(or in the case of a company that is by repute a member of The Ivy Group of Companies, the Supplier has entered into an agreement that incorporated the Terms with another company within the Group), the Terms shall be incorporated into subsequent agreements between the Supplier and any company within the Ivy Group whether or not the terms are specifically referred to in those subsequent agreements unless the Terms are specifically excluded.
3 Definitions and Interpretation
The Agreement means any agreement (or contract) that incorporates the terms. The Company means, as applicable, Ivy Contract, The Ivy Press Limited or The Ilex Press Limited all of whose registered offices are at 2 St Andrews Place, Lewes, East Sussex, BN7 1UP (or such other company as shall by repute be a member of the Group) which expression shall, where the context admits, include the Company’s assigns and successors in business or persons deriving title under the Company. The words “as applicable” shall be defined as meaning that the agreement is made with the company with which the Supplier is, at the date of the making of the agreement, negotiating the provision of the Work.
The Supplier means the person or body specified as such in the Agreement (or where the agreement does not define the word “Supplier” it shall mean the person or body contracting with the Company) which expression shall, where the context admits, include the Supplier’s assigns and successors in business or persons deriving title under the Supplier.
The Work means the work specified in the Agreement (or where the agreement does not define the word “Work” it shall mean the work that the Supplier has contracted to undertake for the Company). There shall be further included (unless specified in writing to the contrary) all additional and subsequent work undertaken by the Supplier in relationship to the Work.
The Work Assets means the materials and work acquired, used and produced by the Supplier in undertaking the Work and all media storing or media carrying such items and any other materials associated with the work.
The Company’s Assets means the materials owned by the Company supplied on loan to the Supplier to allow the Supplier to undertake the Work.
The Specification means the detailed requirements of the Company communicated to the Supplier in respect of the Work.
The Time Schedule means the Time Schedule as specified in the Agreement or where the Agreement does not refer to the “Time Schedule” it shall mean any time limits imposed on the production of the Work. Time shall be of the essence of the time defined in this paragraph.
The Price means the Price as specified in the Agreement or where the Agreement does not define the word “Price” it shall be the agreed payment that the Company will make to the Supplier for the Work. The Price shall include payment for all and any additional and subsequent work undertaken by the Supplier in relationship to the Work (unless specified in writing to the contrary).
In the Terms (1) The headings do not affect the interpretation of the terms. (2) Where the context so admits the expression copyright shall include all rights in the nature of copyright, design rights and all other rights of whatsoever nature including all intellectual property rights.
Moral Rights means all rights defined as such in the Copyright, Designs and Patents Act 1988 (and any amendments, re-enactment or extension of it) including, without limitation, the right to be identified as the author, and all similar and corresponding rights throughout the World.
4 The Work
i) The Supplier will carry out the Work in accordance with the Specification and as modified by any subsequent written agreement.
ii) The Supplier shall deliver the completed Work (and any agreed modules) to the Company in the contracted form and within the Time Schedule.
iii) The Supplier shall produce work that shall be (a) Original (b) Technically competent (c) To the highest standard required for the use to which it is to be put (d) As particularised in the Specification (e) To the highest standard expected of a highly competent professional and experienced entity, which the Supplier hereby warrants it is.
5 Time Schedule
The Supplier shall carry out the Work and its component parts and final delivery to the time scheduling in the Time Schedule – time being of the essence.
6 Delivery of work and approval of Work submitted by the Supplier to the Company
i) The Supplier shall deliver to the Company copies of the component parts of the Work as is specified or is reasonably necessary during the production of the Work and shall deliver the completed Work in accordance with the Terms.
ii) Where the Work has been produced in accordance with the Specification and any modification thereof and is otherwise in accordance with the Terms, the Company will approve the work submitted.
iii) Where, in the absolute opinion of the Company, the Work, or any component part, has not been produced in accordance with these terms and the Agreement, the Company shall have the right, without the need to obtain agreement from the Supplier, to implement the following options -?a) To give notice to the Supplier of the breaches and require the Supplier, within a reasonable time scale, to remedy the breaches. If the Supplier so fails to remedy the breaches, the Company may again implement any of these options OR?b) To reject the Work or any component part, and terminate the Agreement. Where the Agreement is so terminated, the Supplier must immediately repay any payments made by the Company to the Supplier in respect of the Work OR?c) To contract with another supplier to remedy the breaches. The costs of remedying the breach shall be deducted from the Price.
iv) The Company may implement any of the options above without first implementing any one of them.
v) Where the Agreement is terminated, the Supplier shall pay damages to the Company for any breach of the agreement by the Supplier.
vi) Where options a) and/or c) are implemented, the Company’s costs and expenses, including the time spent by the Company’s staff, representatives and subcontractors in dealing with any breach, and any other fees, costs and expenses resulting from the breach, shall be deducted from the Price. The Supplier will only be entitled to the balance of the Price after such deduction and where the costs and expenses defined in this paragraph exceed the Price, the Supplier will pay to the Company the excess of such costs and expenses over Price.
i) The Company shall pay the Supplier the Price for the Work.
ii) If there is any breach of the agreement or these terms by the Supplier, or of any other agreement between the Company and the Supplier, or if there is any claim or potential claim by a third party in respect of any such agreements or the work associated with it, the Company may withhold payment of the Price to the Supplier until such time as the breach is remedied or the claims settled.
iii) The Company may set off any monies due to it by the Supplier (which shall include any costs, expenses or other liabilities in respect of any third party claims) against the Price.
8 Invalid notices, invoices or demands for payment
i) A notice, invoice or demand for payment given or made by the Supplier shall not be deemed validly delivered to the Company unless it carries the following information 1) Title of Book 2) Book Code 3) Book Number 4) Name of Commissioning Personnel 5) The Account Number 6) An accurate description of the work the subject of the notice, invoice or demand for payment.
ii) Any notice, invoice or demand for payment given or made by the supplier not complying with all 6 requirements shall be deemed void. The Company shall be under no obligation to return or otherwise communicate the invalidity of the notice, invoice or demand for payment to the supplier.
9 Assignment of ownership of, and rights, in the Work
i) All rights and ownership in the Work (and of the component parts from the time as and when such components are produced by the Supplier) (including full title guarantee by the Supplier) shall be owned by the Company absolutely.
ii) Where the Supplier or its agent signs the contract, the Supplier, in accordance with the provisions of Section 90 (3) of the Copyright Designs and Patents Act 1988, hereby formally assigns to the Company with full title guarantee and by way of present assignment of existing and future copyright, the Intellectual Property Rights including the copyright and all other rights of ownership in the Work, with the intent that all such rights and ownership shall be owned absolutely by the Company. Where the contract has not been signed (or where the signing is not an effective assignment), the Supplier agrees that (1) it appoints the Company its agent in accordance with sub clause 3 hereof and (2) the Supplier acknowledges its obligations under sub clause 4 hereof.
iii) Where the Supplier or its agent does not sign the contract or where such signing does not satisfy Section 90 (3) of the Copyright, Designs and Patents Act 1988, the Supplier irrevocably appoints the Company its agent for the purposes of signing (on the Supplier’s behalf) an assignment of the copyright in the Work in accordance with sub clause 1 hereof.
iv) The Supplier shall at the Company’s request take all necessary steps and co-operate fully with the Company to ensure that the Company obtains the full benefit of the rights and ownership and any other rights to which the Company is entitled and shall execute such documents and take such other steps (or procure other necessary parties so to do) as are necessary or appropriate for vesting in the Company of all its rights and interests in the same and in protecting such rights and interests.
v) The Supplier irrevocably and unconditionally waives its Moral Rights in respect of the Work.
vi) Performance, Recording and all audio-visual rights. Where the Work includes material that has been produced by performers and/or by persons having recording rights as defined in Part II of the Copyright, Designs and Patents Act 1988 the assignments in this section (that is this section headed “Ownership of, and rights, in the Work”) shall include without limitation all performers property and non-property rights, recording, reproduction, distribution, rental and lending rights and any extensions or renewals and all accrued causes of action in respect of such rights to the intent that such rights shall be owned absolutely by the Company. For the avoidance of doubt, the Supplier assigns, grants and confirms to the Company in respect of the Work all consents required pursuant to Part II of the Copyright, Designs and Patents Act 1988 and all other similar consents required by similar laws in force in any part of the World which may be required for the exploitation by the Company of the Work in any media and by any means for the full period of the rights acquired by the Company pursuant to these terms and where such assignments, grants and confirmations require the execution of further documents to properly transfer the rights and consents to the Company the Supplier will complete such documents.
10 The Work Assets
The Supplier will, within 14 days of the Company notifying the Supplier of its acceptance of the Work or on the termination of the Agreement, deliver to the Company at its current trading address, the Work Assets.
11 The Company’s Assets
The Supplier will return to the Company all material loaned to it by the Company, which shall include all the Company’s Assets within 7 days of the delivery of the Work to the Company or on the termination of the Agreement, in the same condition as they were delivered to the Supplier.
12 Warranties, Indemnities and Liabilities
i) The Supplier warrants that ?a) The Supplier has full power to make this agreement and to transfer the rights and ownership transferred under the provisions of this agreement ?b) The Work or any part thereof is (1) original and has not been previously published in any form (2) not a violation or infringement of any existing copyright or licence (3) not a violation or infringement of any duty of confidentiality or duty to respect the privacy or any other right of any person or body (4) not an infringement any intellectual property or moral rights.?c) The Work contains nothing that is (1) illegal, libellous, obscene, offensive to religion, unreasonably offensive or inappropriate to any section of the public or consumer to which the Work might be published or distributed, (2) a breach of the Official Secrets Acts, (3) is in any other way unlawful, (4) likely to bring the Company into disrepute or damage its reputation, (5) racially offensive (6) harmful or could cause injury, hurt or unreasonable stress to any person or property.?d) That in the Work (1) any statements purporting to be fact are true and correct (2) no statement, advice, recipe or formula will cause loss or injury to the user if followed correctly, (3) nothing in the Work infringes the intellectual property rights or other rights or ownership of any third parties, (4) no claim, reasonable or unreasonable, is being made in respect of any of the matters referred to in this section (the section headed “Warranties, Indemnities and Liabilities) or in regard to the Work generally (5) no charge or other encumbrance is attached to the Work.?e) That the Supplier is (where appropriate) a “qualifying person” within the meaning of the Copyright, Designs and Patents Act 1988.
ii) The Supplier hereby undertakes to indemnify and keep indemnified the Company against all actions, suits, proceedings, claims, demands and costs (including any legal and consultancy costs or expenses properly incurred and any compensation costs and disbursements paid by the Company to compromise or settle any claim) occasioned to the Company in consequence of any breach of the warranties and given in these terms.
13 Termination of Agreement
i) If the Supplier fails to fulfil or comply with any of the provisions of these terms or the agreement within seven days of being given written notice by the Company to so comply then the Company may terminate the agreement forthwith.
ii) If an order be made or an effective resolution passed for the liquidation the Supplier, other than voluntary liquidation for the purpose of reconstruction or amalgamation only, then and in any of these events the agreement shall automatically determine.
iii) In the event of a termination under this clause -a) All component parts of the Work completed or worked on by the Supplier shall be, in accordance with these Terms, owned by the Company ?b) The Supplier will deliver to the Company, within 7 days of termination, all such component parts of the Work completed or worked on, together with all Work Assets and the Company’s Assets. c) All warranties and indemnities shall survive the termination and the Company’s rights to damages for breaches of the agreement and for the termination of agreement, together with, but not limited to, any claim that there may be for moneys due shall not be affected by the termination.
14 Governing Law
This agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of those courts.
i) Any notice given under the Terms shall be valid if it 1) complies with the provisions of these terms and 2) is given in writing and sent by facsimile transfer, first class, recorded or special delivery post to either the registered offices of the party or their current address of business.
ii) A notice validly given shall be deemed to have been served on the 3rd working day after posting by first class post, on the date of delivery by recorded or special delivery and on the date of transmission by facsimile transfer.
16 All future Agreements between the Supplier and the Company to incorporate the terms
i) The Company gives notice that all agreements with the Supplier must be read as incorporating the Terms or where the Company have published a later edition of these terms, the latest published edition shall be so incorporated.
ii) The Supplier agrees that, whether the Terms are specifically referred to in any future agreement between it and the Company or not, any such agreement shall be read as incorporating the latest published edition of the Terms and that in such contract the Terms shall be included.
iii) The latest edition of the Terms can be acquired from, and inspected at the Ivy Group of Companies principal trading office or at any of the trading addresses of any company within the Group. At the date of the preparation of this version of the Terms the principal trading office of the Ivy Group of Companies is 210 High Street, Lewes, East Sussex BN7 2NS.
17 Pre-existing agreement between the Supplier
and the Company for the Work or for any component part
i) If an agreement already exists between the Supplier and the Company for the Work, the Supplier, in consideration of the sum of £1 (one pound) to be paid to it by the Company (if demanded) and the Company, in consideration of the additional terms undertaken by the Supplier under these Terms, agrees that in respect of the Work (1) any agreement served on the Supplier incorporating these terms shall be substituted for the pre-existing agreement or (2) where no alternative agreement is so served but these terms alone are served that the pre-existing agreement shall be read as incorporating these terms.
ii) The provisions of sub-paragraph 1 shall take effect on the Company serving a copy of these terms, or an agreement incorporating these terms, on the Supplier and the Supplier undertaking further work on the Work.
An Agreement may not be modified except in writing signed by the duly authorised representative on each party.
19 Adaptation and Derivatives
The Supplier acknowledges that, without limiting the Company’s absolute rights of ownership, the Company may, without limitation, adapt, exploit and issue derivative works based on the work and other versions or translations of the Work in any language and in any format now known, or as developed in the future, and to license or permit others to exercise any such rights throughout the World during the full term of copyright and all renewals, reversions and extensions.
20 Delivery of text
The Supplier shall, where the Work consists of text, deliver the main text to the Company in the form of a typescript and/or a computer disk conforming to the specification no later than the date specified in the Specification, time being of the essence.
21 Use of the work of others
Where the Company has agreed that the Supplier may use (or is contracted to procure) work other than that of the Supplier, the Supplier shall obtain full permissions from the owner and any other person or entity from whom permissions are required, for the use of the work as required by the agreement. In the absence of the use being specified in the agreement, the use shall be that of an absolute owner. The Supplier shall deliver to the Company, with the Work (or at such later time as the Company, in its absolute discretion, may decide) those written permissions and releases in a form satisfactory to the Company and its publishers. Should the Supplier fail to deliver those permissions and releases as required by these terms, the Company shall be entitled to procure, commission or otherwise obtain such material or alternative material and to charge the cost, including the Company’s administrative costs, to the Suppler and the Supplier shall indemnify the Company for all losses claims and charges suffered by it (including all legal and other expenses) as a result of the Supplier’s breach. The acceptance of the Company of the Work from the Supplier and the subsequent payment of the Supplier’s invoices does not indicate any acquiescence by the Company that the Supplier has fully complied with the requirements of this paragraph.
22 Cooperation to fit design
Where the work is commissioned for a publication that combines text and images in an integral design the Supplier shall co-operate with the Company to ensure that the work fulfils the original concept or any development of the original concept, including, but not limited to, the supply of appropriate suggestions for images, text and artwork, and, where appropriate, the writing of captions for illustrations supplied by the Company.
23 Responsibility to publish
i) The Company shall have no obligation to the Supplier to publish the work.
ii) The Company, however and without responsibility to the Supplier, states that where the agreement is in respect of work that is to be published, it has the intention, at the date of the making of the agreement, to publish the Work.
iii) Where the work is published, all details as to the manner of production, publication and distribution of the Work, including (but not by way of limiting of the generality of the foregoing) design, layout, the media used for communication of the work, paper, printing, binding, cover, jacket and embellishments, the number of copies to be printed or reprinted, the inclusion of any advertising or promotional material, the manner and extent of advertisement, the number and destination of free copies to third parties and the terms of sale of the first and any subsequent editions shall be at the sole discretion of the Company.
24 Free copies of any publication for text writers
Where the Company has notified the Supplier of an intention so to do, the Company will send the Supplier on publication of the Work the number of free copies so notified.
The Supplier, where appropriate, undertakes to read, consider, correct and promptly return all proofs of the Work to the Company. Time shall be of the essence and the Supplier agrees to abide by the production schedule specified by the Company and to be available to read, consider and correct the proofs upon receipt. The cost of alterations to proofs made by the Supplier (other than corrections of errors by the copy-editor, typesetter, printer or artist) in excess of ten per cent of the original cost of composition shall be borne by the Supplier and shall be deducted from sums payable to the Supplier under the agreement.
26 Care and return of duplicates of all materials
i) It shall be the responsibility of the Supplier to keep duplicate copies of all material submitted to the Company.
ii) Whilst the Company undertakes to take all reasonable steps to safeguard copies of the Work in their possession, the Company shall have no liability for loss or destruction of any material submitted to them whilst in their possession, during production or in transit, or otherwise.
27 Value Added Tax (VAT)
All sums payable to the Supplier under an Agreement are exclusive of VAT which shall, where applicable, be payable in addition at the rate in force at the tax point subject to the Supplier supplying a VAT invoice which invoice shall include the Supplier’s VAT registration number.
28 Alienation of the Company’s rights under an agreement
As is the right of an absolute owner, the Company will be entitled to assign, transfer or dispose of its rights or obligations under this Agreement to any person, firm or company.
29 Alienation of the Suppliers obligations under an agreement
The Supplier’s obligations and rights under this agreement are personal to the Supplier and may not be assigned or disposed of to any other person or entity except the right to receive any payments due to the Supplier after giving written notice to the Company of such assignment.
30 Miscellaneous terms
i) These terms shall not be modified except in writing and signed by all parties or their duly authorised representatives.
ii) The failure by the Company to enforce at any time or for any period any one or more of these terms or any terms and conditions of an Agreement shall not be waiver of any such term or of the right at any time subsequently to enforce all terms and conditions of these terms and the Agreement.
iii) References to paragraphs, clauses, sub-clauses and schedules are to clauses, subclauses and schedules of these terms.
iv) Nothing contained in these terms or any agreement incorporating these terms shall constitute or be construed as constituting a partnership or contract of employment between the parties.
v) In the event of the Company publishing a revised version or edition of the The Ivy Group of Companies Suppliers Terms (amending these terms), the Company may serve on the Supplier the latest edition of the terms, and the terms incorporated into that latest and revised edition shall be substituted for the terms incorporated into this version or edition of the terms.
vi) Where the Supplier is an incorporated limited company and where a director of that company makes the agreement with the Company, either orally or by signing the agreement, the director, on his behalf and as agent for his co-directors and shareholders of the company, guarantees the performance of the Supplier’s obligations under the agreement and these terms and that director and the directors principals shall indemnify the Company in respect of any losses, costs and expenses suffered by the Company resulting from any breaches of the agreement or these terms by the Supplier.
vii) Where the Supplier is to produce original Work for a publication or work that will rely on originality to generate sales, the Supplier will not, whilst the publication or work is in distribution or on sale, be involved in any competing publication in so far as the Supplier shall not without the written consent of the Company, license, prepare, edit, contribute to or publish, be involved in publishing, or permit the preparation of any work which in the reasonable opinion of the Company reproduces in identical or similar form the whole or any part of the Work or which is of a nature likely to reduce the sales or exploitation of the Work, or do anything which might affect prejudicially the exploitation of all or any of the rights assigned or licenced to the Company under this Agreement.
31 Exclusive Licence
i) The previous paragraphs to these terms are hereafter referred to as “the preliminary paragraphs”.
The following paragraphs of these terms shall only apply if the agreement between the Company and the Supplier states in writing that the Supplier is only granting the Company “a licence only” in the Work.
If there is no such agreement then the following paragraphs shall be of no effect and shall not be incorporated into the agreement.
ii) Where the following paragraphs are incorporated, a) The provisions of these paragraphs shall, where they conflict with the provisions of the preliminary paragraphs, have precedence over those provisions. b) Where there is no such conflict, the provisions of the preliminary paragraphs shall be of full effect.
iii) The Supplier grants to the Company an exclusive licence to reproduce the Work worldwide by the production and sale of the Work in book form or otherwise (derivatives) including the right to reproduce the Work in advertising and promotional material for a period of 10 (ten) years, unless (1) a greater period of years has been incorporated into the agreement or (2) at the expiration of the term of 10 years, the book or the derivatives are (a) on sale (b) in distribution or (c) the Company intends to use the Work in future books or derivatives (the alternatives). In the event of such alternatives applying, the term is extended until such time as none of the alternatives apply.
iv) At the expiration of the said period of 10 years (or such other period as has been incorporated into the agreement or is extended by these terms) the Supplier shall obtain written approval from the Company to further selling, licensing or otherwise disposing of the Work. Approval shall be in the absolute discretion of the Company.
v) The Supplier retains ownership of the copyright in the work.
vi) The Supplier is free, subject to obtaining permission from the Company, to sell or otherwise licence or dispose of rights in the Work other than those granted to the Company unless the agreement provides otherwise. The Company retains the right to refuse permission only because it needs to ensure that any further use of the work does not conflict with the Company’s use.
vii) Subject to the Supplier obtaining written approval from the Company, the Supplier shall have the right to use the Work for self-promotion.
viii) The Company shall have the right to crop, add to, detract from, re-colour, touch up or otherwise manipulate the Work in order to include it in any work of the Company (or the Company’s assigns) as if the Company were the absolute owner of the Work.
ix) Where the Supplier has provided the Company with their original work and it has been agreed that the Company shall return the original work to the Supplier, the Company will return to the Supplier such original work in reasonable condition once the Company no longer requires it.