Consortium Licence Agreement

Consortium Licence Agreement between Maney Publishing and (name of consortium)

This Consortium Licence Agreement (Licence) is made on the day of  2005 between W.S. Maney & Son Ltd of Hudson Road, Leeds, LS9 7DL, UK (the Publisher) and (name of consortium) (the Licensee)

The Publisher will licence the electronic access to its online journals (‘Licensed Content’), on the terms and conditions set out in this Licence subject to payment of the Fee. The rights granted under this Licence apply only to the Licensed Content for which the Licensee has a current paid subscription (the Fee). 

In this licence, the following terms shall have the following meanings:

Agent:  A third party appointed by the Licensee to act on its behalf and undertake any or all of the Licensee’s obligations hereunder, as specified in Schedule 3 of this licence (if applicable)

Authorised Users:  current members of the staff of the Licensee (whether on a permanent or temporary, contract or visiting basis) and individuals who are currently studying at the Licensee's institution, who are permitted to access the institution's Secure Network from within the Library Premises or from such other places where Authorized Users work or study (including but not limited to Authorized Users' offices and homes, halls of residence and student dormitories) and who have been issued by the Licensee with password together with guest users who are permitted to use the Licensee's library or information service and access the Secure Network but only from computer terminals within the Library Premises.

Commercial Use:  Use by or for the Licensee or an Authorised User for the purpose of monetary reward other than the recovery of direct costs incurred by the Licensee by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials.

Course Packs:  A collection or compilation of materials assembled by Authorised Users for use by students in a class for the purpose of instruction

Electronic Reserve:  Electronic copies of materials made and stored on the Secure Network by the Licensee for use by registered students of the Licensee in connection with specific courses of instruction offered to its students.

Fee:  The Fee set out in this Licence in Schedule 1.

Library Premises:  The physical premises of the library or libraries operated by the Licensee as specified in this Licence.

Licensed Content:  The electronic material as set out in this Licence in Schedule 2, or in any duly agreed variation thereof.

Licensee:  The party contracting with the Publisher, being a university, other educational institution or research organization or a consortium of such bodies (in which case the Licensee shall be interpreted as including both the consortium and the members thereof) as detailed in Schedule 1.

Member:  A university, other educational institution or research organization that is in Membership of the Consortium and listed in Schedule 1 and which has agreed by virtue of its membership to be bound by the terms and conditions of this Licence as a party to it jointly with the Consortium.

Secure Network:  A network that is only accessible to Authorised Users whose identity is authenticated at the time of log-in and whose conduct is subject to regulation by the Licensee.

Server:  The server, either the Publisher’s server or a third party server designated by the Publisher, on which the Licensed Materials are mounted and may be accessed.

1.        Copyright 

1.1        All copyright in the Licensed Content and the documents contained in the Licensed content  

            is owned by the Publisher and/or its respective licensors. All rights not expressly granted in  

            this Licence are reserved to the copyright owners.

1.2        Subject to the Copyright, Designs and Patents Act 1988, the use of Licensed Content 

             supplied by the Publisher is limited to viewing, downloading, temporary storage and 

             printing a single copy of the Licensed Content by Authorized Users for personal use only, 

             as detailed in the terms set out below. 

2.        Access 

2.1         This Licence shall commence on 00/00/05 and shall terminate after a period of 3 years, on 

              00/00/07 unless the parties agree in writing to renew or extend the Licence on terms that 

              may be agreed in writing at that time.

2.2         Rights granted under this Licence cannot be transferred, sold or rented to another party. 

2.3         All Authorised Users may browse tables of contents and abstracts regardless of which 

              journal(s) their institution subscribes to. 

2.4         All Authorised Users may register to receive new issue alerts for selected online journals. 

              To do this, Authorised Users must register by selecting a username and password which  

              must be kept confidential and not disclosed or shared with anyone else.

2.5         On termination of this Licence, the Publisher shall provide continuing access to the 

              Licensee to that part of the Licensed Content which was published and paid for within 

              the subscription period except where such termination is due to breach of the Licence.

3.        Licensee's responsibilities

3.1        The Licensee may:

             3.1.1      Make single copies of the Licensed Content for use in temporary Electronic  

                          Reserves.

             3.1.2      Make such temporary local electronic copies by means of caching or 

                          mirrored storage of the Licensed Content as are solely necessary to ensure 

                          efficient use by Authorized Users and not to make available to Authorized 

                          Users duplicate copies of the Licensed Content.

             3.1.3      Provide single printed or electronic copies of single articles at the request of  

                          individual Authorized Users.

             3.1.4      Display, download or print the Licensed Content for the purpose of internal  

                          marketing, or testing, or for teaching Authorized Users.

3.2        The Licensee is responsible for all charges associated with accessing the Licensed Content 

             such as computer equipment and internet access.

3.3        The Licensee or the Licensee’s Agent shall, in consideration for the rights granted under this 

             Licence, pay the Fee within 30 days of signature, and if applicable, within 30 days of receipt 

             of invoices relating to each subsequent subscription period.  The Fee shall be exclusive of 

             any sales, use, value-added or similar taxes, for which the Licensee shall be solely  

             responsible.

3.4        Subject to applicable law, the Licensee agrees to indemnify, defend and hold the Publisher 

             harmless from and against any loss, damage, costs, liability and expenses (including 

             reasonable legal and professional fees) arising out of any claim or legal action 

             taken against the Publisher related to any use of the Licensed Content by the Licensee 

             or Authorised Users or any failure by the Licensee to perform its obligations hereunder.

             Nothing in this Licence shall make the Licensee liable for breach of the terms of the 

             Licence by any Authorised User provided that the Licensee did not cause, knowingly 

             assist or condone the continuation of such breach after becoming aware of an actual  

             breach having occurred.

3.5        The Licensee agrees not to disclose the details of the content of this Licence to anyone 

             other than Authorized Users.

3.6       Authorized Users may:

            3.6.1        Search, view, retrieve and display the Licensed Content.

            3.6.2        Save individual articles or items of content electronically on the Licensee’s 

                           secure network for personal use or scholarly, educational or scientific research 

                           but not for Commercial Use. 

            3.6.3        Print off a single copy of individual articles or items from the Licensed Content 

                           for personal use or scholarly, educational or scientific research but not 

                           for Commercial Use.

4.        Supply of copies to other institutions

4.1      The Licensee may supply a single printed copy of an electronic original of an individual 

           document from the Licensed Content to an Authorized User of another library within the 

           same Country by post or fax, for personal use or scholarly, educational or scientific 

           research but not for Commercial Use.

4.2       Neither the Licensee nor Authorized Users may provide, by electronic means, to any user at 

           another institution a copy or any part of the Licensed Content for research or otherwise.

5.        Course packs and electronic collections

5.1      The Licensee may not incorporate any part of the Licensed Content in Course Packs or 

           electronic collections without the prior written permission of the Publisher, who may set out 

           further terms and conditions for such usage.

5.2       This Licence does not cover use of the Licensed Content for use in distance learning 

            packages. Such uses will require a separate agreement with the Publisher.

6.         Prohibited uses

6.1       Neither the Licensee nor Authorized Users may:

            6.1.1        Remove or alter the authors’ or Publishers’ names or the Publishers licensors’  

                           copyright notices or other means of identification or disclaimers as they appear in 

                           the Licensed Content.

            6.1.2        Systematically make print or electronic copies of multiple extracts of the 

                           Licensed Content for any purpose.

            6.1.3        Mount or distribute any part of the Licensed Content on any electronic network 

                           other than the secure network.

6.2        Explicit written permission must be obtained from the Publisher in order to:

             6.2.1       Use all or any part of the Licensed Content for resale or any Commercial Use.

             6.2.2       Distribute systematically the whole or any part of the Licensed Content to 

                           anyone other than Authorized Users.

             6.2.3       Publish, distribute, or make available the Licensed Content, works based on the  

                           Licensed Content, or works which combine them with any other material, 

                           other than as permitted in this Licence.

             6.2.4        Alter, abridge, adapt, or modify the Licensed Content, except to the extent  

                            necessary to make them perceptible on a computer screen to Authorized Users.  

                            For the avoidance of doubt, no alteration of the words or their order is permitted.

7.        Licensee’s undertakings

7.1        The Licensee shall:

             7.1.1      Use all reasonable endeavours to ensure that all Authorized Users are 

                          appropriately notified of the importance of respecting the intellectual property 

                          rights in the Licensed Content and of the sanctions which the Licensee imposes 

                          for failing to do so.

             7.1.2      Use all reasonable endeavours to notify Authorized Users of the terms and 

                          conditions of this Licence and take steps to protect the Licensed Content from 

                          unauthorized use or other breach of this Licence.

             7.1.3       Use all reasonable endeavours to notify Authorized Users not to disclose the  

                           details of the content of this Licence to anyone other than other Authorized Users.

             7.1.4       Use all reasonable endeavours to monitor compliance and immediately on  

                           becoming aware of any unauthorized use or other breach, inform the Publisher 

                           and take all reasonable and appropriate steps, including disciplinary action, both 

                           to ensure that such activity ceases and to prevent any recurrence.

             7.1.5       Issue passwords or other access information only to Authorized Users and use 

                           all reasonable endeavours to ensure that Authorized Users do not divulge their 

                           passwords or other access information to any third party.

            7.1.6        Provide the Publisher with information sufficient to enable the Publisher to 

                           provide access to the Licensed Content. Should the Licensee make any 

                           significant change to such information, it will notify the Publisher not less than 

                           ten (10) days before such changes take effect.

            7.1.7        Keep full and up-to-date records of all Authorized Users and their access details  

                           and provide the Publisher, upon request, with details of such additions, deletions 

                           or other alterations to such records as are necessary to provide Authorized 

                           Users with access to Licensed Content as contemplated by this Licence.

            7.1.8        Use all reasonable endeavours to ensure that only Authorized 

                           Users are permitted access to the Licensed Content.

7.2        Nothing in this Licence shall make the Licensee liable for breach of the terms of the Licence  

             by any Authorized User provided that the Licensee did not cause, knowingly assist, or 

             condone the continuation of such breach to continue after becoming aware of an actual  

             breach having occurred.

8.         Liability

8.1        The Publisher has taken reasonable care to ensure that data in the Licensed Content 

             available through this service is error-free and up to date. However, the Publisher accepts 

             no responsibility for corruption to the data including, but not limited to, any defects caused 

             by the transmission of the data.

8.2        The Publisher is currently using a third-party service to provide electronic access to its 

             Licensed Content. The Publisher accepts no responsibility for any defect, failure in or 

             non-availability of the service.

8.3        The Publisher reserves the right to withdraw from the Licensed Content any item or part of 

             an item for which it no longer retains the right to publish, or which on reasonable grounds it 

             believes infringes copyright or is defamatory, obscene, unlawful or otherwise 

             objectionable, and shall give written notice to the Licensee of such withdrawal.

8.4        The Publisher shall facilitate the collection and provision to the Licensee of usage data for 

             private internal use only, in a manner consistent with applicable privacy and data 

             protection laws and as may be agreed between the parties from time to time.

8.5        The Publisher will not be liable to the Licensee or any Authorized User or any other person, 

             for any special, exemplary, incidental or consequential damages arising out of the inability 

             to use, or the use of the Licensed Content.

9.        Termination 

9.1       In addition to automatic termination upon the expiry of the subscription period (unless  

            renewed), this Licence shall be terminated:

           9.1.1        For breach of this Licence by the Licensee or any Authorized User. 

           9.1.2        If the Publisher’s agreement with the third-party service terminates for any 

                          reason. However, the Publisher will use reasonable endeavours to find an 

                          alternative third-party service. 

           9.1.3        If the Licensee defaults in making payment of the Fee and fails to remedy 

                          such default within 30 days of notification in writing by the Publisher.

           9.1.4        If either party commits a material or persistent breach of any term of this 

                          Licence and fails to remedy the breach (if capable of remedy) within 30 days 

                          of notification in writing by the other party.

           9.1.5        If either party becomes insolvent or becomes subject to receivership, liquidation 

                          or similar external administration.

9.2        On termination all rights and obligations of the parties automatically terminate except 

             for  obligations in respect of Licensed Content to which access continues to be 

             permitted. On termination by the Publisher for the Licensee’s breach or default as specified 

             in this clause, the Licensee shall immediately cease to distribute or make available 

             the Licensed Content to Authorised Users and shall return to the Publisher or destroy 

             all Licensed Content locally mounted.  

9.3        This Licence constitutes the entire agreement of the parties and supersedes all 

             prior communications, understandings and agreements relating to the subject matter of 

             this Licence, whether oral or written.  Alternations to this Licence are only valid if they 

             are recording in writing and signed by both parties.

10.        General

10.1        This Licence shall be governed by and construed in accordance with the laws of the 

              United Kingdom. Both parties agree to submit to the non-exclusive jurisdiction of the 

              United Kingdom Courts.

10.2        Neither party’s delay nor failure to perform any provision of this Licence, as a result 

              of circumstances beyond its control (including, without limitation, war, strikes, 

              floods, governmental restrictions, power, telecommunications or Internet failures, 

              or damage or destruction of any network facilities) shall be deemed to be, or give rise to,

              a breach of this Licence.

10.3        The invalidity or un-enforceability of any provision of this Licence shall not affect 

               the continuation or enforceability of the remainder of this Licence.

11.          Acceptance 

11.1.1        In downloading a document, the Licensee agrees to abide by the terms of this 

                 Licence. The Publisher reserves the right to vary this Licence from time to time. 

                 Such changes shall be posted on the relevant Publisher’s web page. Changes made in 

                 this manner shall be deemed to have been accepted by users who download, store or 

                 print any document after a period of 14 days following the day the changes have 

                 been posted on the Publisher’s web page.