DATASET SUBLICENCE AGREEMENT FOR [PRODUCT] JISC SERVICES LIMITED (OPERATING

dataset sub-licence agreement for [product] jisc services limited (operating as jisc collections) (company number 2881024), a company li

DATASET SUB-LICENCE AGREEMENT FOR
[PRODUCT]
JISC SERVICES LIMITED (OPERATING AS JISC COLLECTIONS) (Company Number
2881024), a company limited by guarantee incorporated in England and
Wales whose registered office is at One Castlepark, Tower Hill,
Bristol BS2 0JA (“Jisc Collections”).
OFFERS to you, (the “Institution”), permission to access the Licensed
Material and use such material only on the terms and conditions as set
out in this Sub-Licence.
Acceptance of this Sub-Licence will be by receipt of the Order
Confirmation Email (as defined below) by Jisc Collections as part of
the Jisc Collections Online Ordering Service (as defined below).
Acceptance shall be acceptance of all terms and conditions of this
Sub-Licence and no variation or counter offer will be accepted by Jisc
Collections. In the event that no or partial compliance is made as to
the manner or form described for acceptance, no sub-licence will be
granted and this offer is deemed withdrawn.
BACKGROUND
A.
[Insert brief product description] (“[Insert product name]”) and
all intellectual property rights in [Insert product name] are
owned by or duly licensed to the Publisher (as defined below);
B.
The Publisher has agreed with Jisc Collections under the Master
Licence to make [insert product name] available to Eligible Bodies
and their users in accordance with the Offer and to permit Jisc
Collection to sublicense Eligible Bodies to use [insert product
name] on the terms of the Sub-Licence (all as defined below);
C.
Jisc Collections has developed an online ordering service, the
‘Jisc Collections Online Ordering Service’, by which nominated
persons can place, order, and manage subscriptions online on
behalf of their institution, which will be used in connection with
the Master Licence and Sub-Licence;
D.
The Sub-Licence includes, for the benefit of the Institution,
commitments on the part of the Publisher relating to use of and
access to the relevant parts of [Insert product name] specified in
the Order (as defined below), and the Master Licence provides,
subject to certain conditions in the Master Licence, for the
Institution to enforce those commitments given by the Publisher.
IT IS AGREED AS FOLLOWS
1.
DEFINITIONS
2.
In this Sub-Licence, the following terms shall have the following
meanings:
“AAU Fee”
means the fee for access and use of the Licensed Material by
Additional Authorised Users at a Partner Organisation calculated in
accordance with Sub-Licence Schedule 3. For the avoidance of doubt,
the AAU Fee could be set at zero.
“AAU Fee Quotation”
means the quotation of the AAU Fee, provided by the Publisher to the
Institution at the request of the Institution to include Additional
Authorised Users from Partner Organisations.
“Access Services”
means services set out in Clause 11.1.38.
“Access Support Hours”
means 8.00am to 6.00pm in the United Kingdom, on a Working Day.
“Additional Authorised Users”
means individuals who qualify as authorised users and can perform the
same activities as Authorised Users under this Sub-Licence (subject to
the payment of the AAU Fee, if any) but for monetary purposes are not
included in the Sub-Licence Fee. Additional Authorised Users are users
at a Partner Organisation for which the Institution has agreed with
the Publisher or, where applicable, with Jisc Collections, to pay the
AAU Fee.
“Authentication Information”
means passwords, user names and any other information necessary to
access Licensed Material by means of the Secure Authentication.
“Authorised User”
means an individual who is registered with and authorised by the
Institution to have access to its information services (whether
on-site or off-site) via Secure Authentication and who is:
*
a current student of the Institution (including undergraduates and
postgraduates);
*
an alumnus of the Institution;
*
a contractor of the Institution; or
*
a member of staff of the Institution (whether permanent or
temporary, including retired members of staff and any teacher who
teaches students of the Institution); or
*
without prejudice to Clause 4.2, a Walk-In User
and, unless the context otherwise requires, all references to
“Authorised Users” in this Sub-Licence include “Additional Authorised
Users”.
“Calendar Year”
means each year running from 1 January to 31 December.
“Commercial Use”
means use for the purpose of earning monetary reward or generating
profit (whether by or for the Institution or an Authorised User) by
means of the sale, resale, loan, transfer, licence, hire or other form
of exploitation of the Licensed Material, but, for the avoidance of
doubt, excluding:
*
use for which the Institution is entitled only to be reimbursed
its costs (which may include overhead costs); and
*
use of the Licensed Material in the course of research funded by a
commercial or for-profit organisation.
“Confirmation Notice”
means, in relation to a notice sent through the Jisc Ordering
Platform, the email generated by the platform confirming receipt of
the notice and sent to each of the Publisher and the Institution.
“Data Protection Laws”
means the Data Protection Act 1998 and any other law applicable to the
UK relating to the protection of personal data and the privacy of
individuals, including where applicable guidance and codes of practice
issued by the Information Commissioner.
“Educational Purposes”
means education, teaching, tuition, training, instruction, learning,
private study and/or research, including distance learning and
teaching.
“Eligible Body”
means further and higher education institutions and research councils
in the UK as listed at
http://www.jisc-collections.ac.uk/Help-and-information/Jisc-Banding
from time to time.
“Jisc Collections Online Ordering Service”
means the online subscription ordering service developed by Jisc
Collections (the Jisc Collections Online Ordering Service can be found
at www.jisc-collections.ac.uk) or any such service as may replace the
Jisc Collections Online Ordering Service.
“Jisc Ordering Platform”
means the platform providing the Jisc Collections Online Ordering
Service.
“Licensed Content”
means the published content and other parts of a Licensed Product
which form part of the content licensed in accordance with the Order
(ie excluding any Metadata) to which access and use rights are granted
under this Sub-Licence.
“Licensed Material”
means the Licensed Content (e.g. published content) forming part of
the content of the Licensed Products and all Metadata relating to
Licensed Products and Licensed Content.
“Licensed Product”
means one of the Offered Products, (whether individual, forming part
of a standard collection or forming part of a custom collection) which
the Institution has selected for use under this Sub-Licence (whether
individually or as part of a collection) and for which the Institution
has placed an Order which has been accepted as confirmed by an Order
Confirmation and includes any subset of any Offered Product which may
be licensed separately from the remainder of the Offered Product.
“Metadata”
means textual and other data associated with the Licensed Products
and/or Licensed Content that describes the creation, content, and
context of each part of the Licensed Products or Licensed Content,
such as the name of the Publisher, the name of the owner of rights in
the Licensed Material or any parts of it (including any copyright),
subject matter, the date of publication, the location of the digital
file, and in relation to Licensed Content, additionally the name of
the creator and/or contributing author (or authors) and other authors.
“Mount”
means to copy to or install on a computer, computer network or system.
“Offered Products”
means the products in electronic form (whether individual datasets,
forming part of a standard collection or forming part of a custom
collection), as described in the Offer which can be ordered on the
Jisc Ordering Platform for access and use under this Sub-Licence, and
are set out or referred to in Sub-Licence Schedule 2.
“Order”
means an order placed by the Institution in relation to Licensed
Products by means of completing the Subscription Order and Acceptance
Form and submitting the same on the Jisc Ordering Platform.
“Order Confirmation”
means the generation of the Order Confirmation Email to each of the
Institution, Jisc Collections and Publisher.
“Order Confirmation Email”
means, in the case of Orders placed on the Jisc Ordering Platform, the
emails to each of the Institution Jisc Collections and the Publisher
automatically generated by the Jisc Ordering Platform after the
Institution has placed an Order, confirming that the Institution has
placed the relevant order, the start and end date of the Subscription
Period and that the Institution has agreed to the terms and conditions
of this Sub-Licence.
“Partner Organisation”
means any organisation for which the Institution has agreed with the
Publisher in writing or by placing an Order on the Jisc Ordering
Platform or otherwise with Jisc Collections (if applicable), to pay
the AAU Fee(s) or that there is no AAU Fee.
“Permitted Use”
means use in accordance with Clause 11.1.1(v) subject to the
restrictions in Clause 11.1.26.
“Personal Data”
means personal data as defined in the Data Protection Laws.
“Prohibited Act”
means, directly or indirectly (a) to offer, promise or give any person
working for or engaged by any party to the Sub-Licence a financial or
other advantage to: (i) induce that person to perform improperly a
relevant function or activity; or (ii) reward that person for improper
performance of a relevant function or activity; (b) to directly or
indirectly request, agree to receive or accept any financial or other
advantage as an inducement or a reward for improper performance of a
relevant function or activity in connection with this Sub-Licence; (c)
committing any offence: (i) under the Bribery Act 2010 (or any
legislation repealed or revoked by such Act); (ii) under legislation
or common law concerning fraudulent acts; (iii) defrauding, attempting
to defraud or conspiring to defraud; (d) any activity, practice or
conduct which would constitute one of the offences listed under (c)
above if such activity, practice or conduct had been carried out in
the UK.
“Publisher”
means [insert].
“Publisher Commitments”
has the meaning given in Clause 11.1.1(iv).
“Publisher Platform”
means the computing platform operated by or on behalf of the
Publisher, including a cloud or virtual platform, on which the
Licensed Material is hosted and can be accessed, and referred to in
Sub-Licence Schedule 5.
“Quote”
means the fee quotation specified in the Order Confirmation for access
to and use of the Licensed Material.
“Secure Authentication”
means access by UK Access Management Federation compliant technology,
Internet Protocol (“IP”) ranges or by username and password provided
by the Institution or by other authentication means reasonably agreed
between [the Publisher/Jisc Collections] and the Institution.
“Secure Network”
means a network or virtual network which or the relevant functionality
of which is only accessible to Authorised Users by Secure
Authentication.
“Service Levels”
means the additional service levels, if any, to which the Access
Services are to be provided, as set out in Sub-Licence Schedule 5.
“Service Level Requirements”
means the requirements relating to the Service Levels, if any, as set
out in Sub-Licence Schedule 5.
“Start Date”
means the start date as specified in the Order.
“Sub-Licence Fee”
means the fee payable for access to and use during the Subscription
Period of of the Licensed Material as set out in this Sub-Licence and
in the Quote (if any).
“Subscription Order and Acceptance Form”
means the form used for Orders placed on the Jisc Collections Online
Ordering Service. A sample copy of the form is attached hereto in
Sub-Licence Annex 2 to this Sub-Licence and may be modified as
necessary. Once the completed form has been submitted by the
Institution, the Jisc Ordering Platform automatically generates the
Order Confirmation Emails.
“Subscription Period”
means the period from the Start Date until the expiry date stated in
an Order.
“Subscription Year”
means the period from the Start Date until the expiry of the first
Calendar Year, and each subsequent Calendar Year thereafter during the
Subscription Period.
“Term”
means the term of this Sub-Licence in accordance with Clause 20.
“Transaction Management Charge”
means the fee payable to Jisc Collections in connection with arranging
and managing this sub-licence as set out in Sub-Licence Schedule 1.
“Walk-In Users”
means individuals, who are not otherwise Authorised Users, who are
allowed by the Institution to access its information services from
computer terminals or by other means (including wirelessly), from
within the physical premises of the Institution or Partner
Organisation.
“Working Day”
means a day other than a Saturday, Sunday or public holiday in England
when banks in London are not open for business.
3.
Clause, Schedule and Annex headings shall not affect the
interpretation of this Sub-Licence.
4.
The Schedules and Annexes form part of this Sub-Licence and shall
have effect as if set out in full in the body of this Sub-Licence.
Any reference to this Sub-Licence includes the Sub-Licence
Schedules and Sub-Licence Annexes.
5.
Unless the context otherwise requires, words in the singular shall
include the plural and vice versa.
6.
A reference to a statute or statutory provision is a reference to
it as amended, extended or re-enacted from time to time.
7.
A reference to writing or written includes email and any written
submission made on the Jisc Ordering Platform.
8.
Any words following the terms “including”, “include”, “in
particular”, “for example” or any similar expression shall be
construed as illustrative and shall not limit the sense of the
words term preceding those terms.
9.
References to web addresses in this Sub-Licence refer to the
current web address, and any updated or replacement
content/address.
10.
SUB-LICENCE GRANT AND JISC COLLECTIONS’ RESPONSIBILITIES
11.
Jisc Collections hereby grants to the Institution a non-exclusive,
non-transferable right and licence for (except as expressly set
out in Clause 11.1.2) the Subscription Period:
i.
to access and make Permitted Use of the Licensed Material;
and
ii.
to permit Authorised Users to access and make Permitted
Use of the Licensed Material;
iii.
Except as expressly provided in this Sub-Licence, such
access shall be on the Publisher Platform through Secure
Authentication.
iv.
Jisc Collections has agreed with the Publisher in the
Master Licence that the Publisher will meet the
Publisher’s responsibilities and commitments set out in
this Sub-Licence (the “Publisher Commitments”), including
the requirements set out in Clauses 11.1.37 to 12.6,
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subject to being informed in accordance with Clause 13,
Jisc Collections will take all such reasonable steps as it
considers appropriate to procure that the Publisher meet
the Publisher Commitments and remedy any failure by the
Publisher to meet the Publisher Commitments.
v.
PERMITTED USES
vi.
The Institution shall be entitled, for Educational
Purposes only:
1.
to Mount and use, both during the Subscription Period and
thereafter, Metadata in bespoke or commercially available
library information systems to manage library operations,
including combining such Metadata with metadata from other
sources and/or relating to other materials, and downloading,
printing, communicating, displaying, supplying for use by
others, and providing public access to the same;
2.
to communicate, perform, display, download and print parts
of, or extracts from, Licensed Content,
3.
to provide Authorised Users with access to the Licensed
Content for Educational Purposes via a Secure Network for
the purposes set out in Clause 11.1.11;
4.
to display, download and print the whole of, or parts of, or
extracts from, Licensed Content for the purpose of promoting
or testing, and training in the use of the Licensed
Material;
5.
to convert or adapt Licensed Material into Braille or other
formats or forms suitable for providing access to, and use
by, Authorised Users with impaired mental and/or physical
abilities and to provide access to such converted or adapted
form for the purposes of this Clause 11.1.1(v);
6.
to supply to another library in the United Kingdom (whether
by post, fax or, provided the electronic file is deleted
immediately after printing, secure electronic transmission),
a single copy of the whole of, or parts of or extracts from,
Licensed Content, and to download such Licensed Content for
such purpose;
7.
to provide single printed or electronic copies of individual
documents or other parts of Licensed Content to individual
Authorised Users, at their request, for Educational
Purposes;
8.
to make and distribute copies of training, teaching or
course material reproducing parts of Licensed Content, as
may be required by the Institution for the purpose of using
the Licensed Material in accordance with Clause 11.1.11; and
9.
to provide access to and permit use, in accordance with this
Sub-Licence of, any archived copies of the Licensed Material
made in accordance with Sub-Licence Schedule 4(1(c)) and/or
4(1(d)), if and for so long as the Publisher so fails to
provide such access; and if no such archived copies are
maintained, to make and supply to a reasonably agreed
recognised secure repository a copy of the Licensed Material
in electronic form, for the sole purpose of the repository
retaining the same for use by the Institution and its
Authorised Users (without prejudice to any other purpose for
which the repository may be permitted by the Publisher to
retain the same).
10.
The Institution shall be entitled to permit Authorised
Users, for Educational Purposes only:
11.
to access the Licensed Material by Secure Authentication in
order to search, retrieve, display and view the Licensed
Material;
12.
to copy and paste, download, print and save electronic or
print copies of parts of or extracts from Licensed Material,
for individual use or for use in tutorials or study groups;
13.
to copy and paste, download, print, save, convert or adapt
copies or parts of or extracts from Licensed Material for
the purposes of criticism, review, caricature, parody or
pastiche. Authorised Users must specify the source, owner
and creator, and publisher and any applicable copyright or
database right notice of the publisher of the Licensed
Material used in such ways unless this would not be possible
for reasons of practicality or otherwise;
14.
to mark-up or comment (electronically or otherwise) parts of
Licensed Material (including by tagging, highlighting
paragraphs and sentences, bookmarking, inserting hyperlinks,
exporting references, and writing personal commentary, and
saving the same);
15.
to convert or adapt Licensed Material into formats or forms
suitable for providing access to, and use by, Authorised
Users with impaired mental and/or physical abilities and to
make copies of such converted or adapted Licensed Material
for use in accordance with this Clause 11.1.11;
16.
to incorporate parts of or extracts from the Licensed
Content in printed or electronic form in assignments,
portfolios, theses, dissertations and other submissions (“Academic
Works”), and to make reproductions of the Academic Works for
personal use, library deposit and/or to provide to sponsors
of the Academic Works. Authorised Users must specify the
source, owner and creator, and publisher and any applicable
copyright or database right notice of the publisher of the
Licensed Content used in the Academic Works;
17.
to incorporate parts of or extracts from the Licensed
Material in electronic or printed course packs or management
systems to be used in the course of instruction and/or
virtual learning and/or research environments hosted on a
Secure Network. Authorised Users must specify the source,
owner and creator, and publisher and any applicable
copyright or database right notice of the publisher of the
Licensed Material used in the course packs;
18.
to display publicly, communicate to the public or perform in
public parts of the Licensed Material as part of a
presentation at a seminar, conference, or workshop, or other
similar event. Authorised Users must specify the source,
listing title and author of the extract, title and author of
the work, copyright notice, and each publisher of the
Licensed Material used in such ways;
19.
to save and/or deposit in perpetuity parts of the Licensed
Material in electronic repositories on a Secure Network
operated by the Institution, access to and use of which is
limited to Authorised Users;
20.
to download and make copies of the whole or any parts of the
Licensed Material for the purposes of, and to perform and
engage in computational analysis (including text and data
mining) using the Licensed Material for the purpose of
research and other Educational Purposes but not for
Commercial Use, and to permit Authorised Users to distribute
and display and otherwise use (publicly or otherwise), other
than for Commercial Use, the results, provided that such
results do not reproduce the whole or a substantial part of
any Licensed Content. Copies of Licensed Content made under
this Clause 11.1.21 shall be deleted promptly after the
computational analysis has been completed;
21.
to download Licensed Material in whole or in part for the
Authorised User’s personal Educational Purposes onto
personal computing devices including tablets, e-book readers
and laptops, and stand-alone computers, without any limit in
number. The Publisher and Jisc Collections makes no warranty
as to the suitability of any Licensed Material for use on
such devices; and
22.
to provide access to, communicate to, and share material
resulting from any use under this Clause 11.1.11 with other
Authorised Users for their use in accordance with this
Sub-Licence.
23.
The provisions of this Sub-Licence are without limitation to
the rights of the Institution or Authorised Users to do any
act permitted under the Copyright, Design and Patents Act
1988, including Part I, Chapter III (Acts Permitted in
relation to Copyright Works), or The Copyright and Rights in
Databases Regulations 1997, or permitted under any CC-BY or
other open access licence applicable to the Licensed
Material or otherwise which, apart from the rights granted
under this Sub-Licence, would not infringe the intellectual
property rights in the Licensed Material and,
notwithstanding any provision of this Sub-Licence, the
Institution and Authorised Users shall remain entitled to do
any such acts.
24.
Unless expressly set out in this Clause 11.1.1(v), or in
relation to specific Licensed Content or specific Permitted
Uses in the Offer, there shall be no limit on the number of
Authorised Users to which this Sub-Licence (including Clause
11.1.1(vi) and Clause 11.1.11) applies.
25.
RESTRICTIONS
26.
Except where this Sub-Licence provides otherwise, the
Institution shall not, and shall not grant an Authorised
User the right to:
27.
sell, resell, or sub-license the Licensed Material, in whole
or in part, unless the Publisher has given permission in
writing to do so;
28.
remove, obscure or alter copyright notices, acknowledgements
or other means of identification, or disclaimers, other than
Metadata;
29.
alter or adapt the Licensed Material (other than Metadata),
except to the extent necessary to make it perceptible on a
computer screen;
30.
display or distribute any part of the Licensed Material
(other than Metadata) on any electronic network, including
the internet, other than on a Secure Network;
31.
make any Commercial Use of the Licensed Material (in whole
or in part);
32.
use the Licensed Materials (in whole or in part) other than
for Educational Purposes; or
33.
provide access to and/or permit use of the Licensed Content
by anyone, or transmit any part of the Licensed Material
(other than Metadata) by any means to anyone, other than an
Authorised User.
34.
The Institution shall not provide access to Walk-In Users to
the Licensed Content at a location other than the
Institution’s premises (but, for the avoidance of doubt, may
provide access on such premises by wireless means).
35.
The restrictions in this Clause 11.1.26 are subject to
Clause 11.1.24 (Acts permitted by legislation or other
rights in relation to copyright works).
36.
RESPONSIBILITIES OF THE PUBLISHER
37.
During the Subscription Period the Publisher shall make the
Licensed Material available through the Publisher Platform
to the Institution and Authorised Users for access, download
and Permitted Use.
38.
During the Subscription Period the Publisher shall at all
times:
39.
allocate and use sufficient resources (including servers and
communications and network equipment) to provide the Access
Services in accordance with the terms of this Sub-Licence;
and
40.
subject to routine maintenance (which the Publisher shall
use reasonable endeavours to conduct outside Access Support
Hours and which the Publisher shall in any event conduct in
such a manner to minimise disruption of the Access
Services), provide the Access Services on a continuous and
uninterrupted basis and shall, on any interruption or
suspension of the Access Services occurring, restore the
Access Services as soon as reasonably practicable.
41.
At all times during the Subscription Period, the Publisher
shall ensure that the Access Services meet the Service
Levels, and that they comply with the Service Level
Requirements.
42.
During the Subscription Period, the Publisher, in respect of
the Licensed Material made available under Clause 11.1.38:
43.
shall not, without the agreement of the Institution, such
agreement not to be unreasonably withheld, implement any
digital rights management technologies or access management
technologies which have a material adverse impact on the
performance or usability of the Licensed Material in
accordance with this Sub-Licence or on the exercise by the
Institution of its rights under this Sub-Licence, for
example by repeatedly requiring an Authorised User to
provide active confirmation in relation to their use of or
access to the Licensed Material, which impair the usability
of DOIs or other links, or which require the downloading of
software onto any platform used for accessing or using the
Licensed Material;
44.
shall provide support to Authorised Users by e-mail or by a
telephone help desk, and assist Authorised Users with
general enquiries in connection with the Licensed Material,
including relating to access, use, functionality and content
of the Licensed Material, during the Access Support Hours,
and shall use reasonable endeavours to answer any such query
within 24 hours of such query being made;
45.
shall provide to the Institution electronic product
documentation relating to the Licensed Material which is
reasonably sufficient to enable Authorised Users to access
and make use of the Licensed Material, which the Institution
shall be entitled to copy and distribute, provided such
documents are copied in full and such copies include an
acknowledgement of the Publisher as the licensor of the
Licensed Material; and
46.
shall provide the Institution with a monthly report
detailing its performance in respect of the Service Levels;
Withdrawal of publications
12.
The Publisher reserves the right at any time to withdraw from the
Licensed Material any Licensed Material (including any Licensed
Product or Licensed Content or part of Licensed Content) (“Withdrawn
Material”):
1.
which the Publisher no longer entitled to publish; or
2.
which has converted to full open access and is no longer
offered under the subscription model; or
3.
which the Publisher has reasonable grounds to believe
infringes copyright or is unlawful.
4.
The Publisher shall promptly give written notice of such
withdrawal to the Institution.
5.
Subject to Clause 12.1.46, if the Publisher withdraws
Licensed Material or Licensed Content then the Publisher
shall, at the Institution’s option:
6.
reimburse such part of the Sub-Licence Fee attributable to
the Withdrawn Material in respect of the period up to the
date of withdrawal as is reasonable in the circumstances
having regard to the use made of that material compared with
other Licensed Material the subject of this Sub-Licence; and
reduce the Sub-Licence Fee attributable to the period
following the date of such withdrawal by such amount as is
reasonably attributable to the Withdrawn Material in respect
of such remaining period; or
7.
provide a substitute for the Withdrawn Material acceptable
to the Institution.
1.
If, in the Institution’s reasonable opinion, the withdrawal of
the Withdrawn Material results in all Licensed Material the
subject of this Sub-Licence, or any collection of Licensed
Materials which are licensed as a collection under this
Sub-Licence, or any Licensed Product or part of a Licensed
Product no longer being useful to the Institution or the
Authorised Users, the Institution may, by notice to Jisc
Collections, terminate this Sub-Licence to all the Licensed
Material, or its application to such collection, or Licensed
Product or part as the case may be, with immediate effect. In
such case the Publisher shall, within sixty (60) days after
the date of such notice, reimburse to the Institution such
part of the Sub-Licence Fee as is reasonably attributable to
the Licensed Material for such period following such
withdrawal, or in the case of a collection or Licensed Product
or part, reasonably attributable to the collection or Licensed
Product or part for such period following such withdrawal.
2.
RESPONSIBILITIES OF THE PUBLISHER: AUTHORISED USERS
3.
The Publisher shall not require Authorised Users to enter into
an end user licence agreement or other terms and conditions of
use in connection with their access to or use of the Licensed
Material under this Sub-Licence or otherwise impose any
restrictions on an Authorised User’s use of the Licensed
Material other than provided in this Sub-Licence. No such end
user licence agreement or terms or conditions or restrictions
sought to be imposed shall be of any effect; provided that,
where the licence the Publisher has, in relation to specific
Licensed Content, more restricted rights than Permitted Use,
it shall make that clear in the Offer and in the Metadata for
the Licensed Product or Licensed Content and notify the
Authorised User on access to the Licensed Content.
4.
The Publisher shall not, and shall not seek to, collect
Personal Data in relation to any Authorised User other than as
is reasonably and properly required for the administration of
this Sub-Licence, and shall fully comply with its obligations
under the applicable Data Protection Laws in relation to the
collection, use and retention, and any other processing of any
such Personal Data.
5.
RESPONSIBILITIES OF THE PUBLISHER: INFORMATION AND LIBRARY
MANAGEMENT STANDARDS
6.
During the Subscription Period, the Publisher shall implement
the standards and other provisions of Sub-Licence Schedule 4.
7.
RESPONSIBILITIES OF INSTITUTION
8.
The Institution shall:
1.
provide passwords and other confidential Authentication
Information only to Authorised Users and take reasonable
steps to prevent Authorised Users from providing such
Authentication Information to anyone else;
2.
provide to Jisc Collections lists of valid IP addresses
for the purpose of managing access to the Licensed
Material and update those lists regularly as agreed by the
parties from time to time;
3.
use reasonable efforts to ensure that only Authorised
Users are permitted access to the Licensed Material;
4.
inform the Authorised Users about the conditions of use of
the Licensed Material provided for in this Sub-Licence and
to the extent that such terms apply to them, use
reasonable efforts to ensure that all Authorised Users are
made aware of and undertake to abide by the terms of this
Sub-Licence; and
5.
configure the computer system through which the Licensed
Material used by the Institution and Authorised Users, and
put in place procedures, in accordance with reasonably
appropriate accepted standards, for the purpose of
preventing access to the Licensed Material by any person
other than an Authorised User.
6.
The Institution shall use reasonable efforts to monitor
compliance with the terms of this Sub-Licence by itself
and Authorised Users and shall promptly notify the
Publisher and Jisc Collections, providing full particulars
(to the extent that it is not prohibited by law or
contractual obligation from doing so), on becoming aware
of any of the following:
7.
any unauthorised access to or use of the Licensed Material
or unauthorised use of Authentication Information; or
8.
any act by an Authorised User which gives rise to a breach
of this Sub-Licence.
9.
As soon as the Institution is aware of any breach of the
terms of this Sub-Licence by itself, the Institution
shall:
10.
take reasonable steps to investigate such breach for the
purpose of ensuring that the relevant activity ceases and
preventing any recurrence; and
if the Institution considers this appropriate, take steps against the
individual concerned in accordance with the Institution’s disciplinary
procedure, but the Institution shall not have any other liability for
any breach relating to the security of the Secure Network or use by
Authorised Users of any Licensed Material.
13.
As soon as the Institution is aware of any failure by the
Publisher to meet the Publisher Commitments [which the Institution
considers Jisc Collections should raise with the Publisher], it
will promptly give notice of such failure to Jisc Collections,
setting out details of the failure and its impact on the
Institution and Authorised Users, and provide such further
information and details as Jisc Collections may request in
connection with such failure.
14.
FEES AND PAYMENT
15.
The Institution shall pay to Jisc Collections the Sub-Licence Fee,
the Transaction Management Charge and, where the AAU Fee is to be
paid to Jisc Collections (instead of directly to the Publisher),
the AAU Fee in the amounts set out in, or calculated in accordance
with, the AAU Fee Quotation and Sub-Licence Schedule 1.
16.
Upon receipt of the Order Confirmation and on each other date (if
any) set out in the Order Confirmation, Jisc Collections shall
issue an invoice to the Institution for the relevant Sub-Licence
Fee(s) or applicable part of the Sub-Licence Fee(s) and the
Transaction Management Charge.
17.
If the AAU Fee is payable to Jisc Collections, upon receipt of the
Order for Additional Authorised Users in respect of a Partner
Institution, Jisc Collections shall issue an invoice for the AAU
Fee for the amount calculated in accordance with Sub-Licence
Schedule 3 or otherwise agreed with the Institution.
18.
The Institution shall pay the Sub-Licence Fee, Transaction
Management Charge and any AAU Fee within 45 days on receipt by the
Institution of Jisc Collections’ invoice.
19.
All sums specified under this Sub-Licence, unless otherwise
stated, are exclusive of VAT and any other similar or equivalent
taxes or duties, where applicable, and any applicable VAT will be
payable in addition.
20.
TERM AND TERMINATION
21.
Subject to Clauses 2210.2 to10.7, this Sub-Licence shall commence
upon the Start Date of the Order, and shall continue, unless
terminated earlier in accordance with this Clause 10, until the
expiry of the Subscription Period. For the avoidance of doubt,
this Sub-Licence will continue, notwithstanding any termination of
the Master Licence, to the effect that, in such case, any
references in this Sub-Licence to Jisc Collections shall be deemed
(unless the context otherwise requires) to be references to the
Publisher.
22.
The Institution shall have the right to terminate this Sub-Licence
during the Subscription Period, by giving not less than 60 (sixty)
days’ written notice to Jisc Collections, such notice to expire on
at the end of the relevant Subscription Year.
23.
The Institution may cancel any Licensed Products with effect for
any following Subscription Year by giving notice to [the
Publisher/Jisc Collections] at any time up to and including two
(2) months prior to the end of any Subscription Year and [Jisc
Collections] shall reduce the Sub-Licence Fee for each following
Subscription Year by a fair and reasonable amount to reflect the
Licensed Products cancelled.
24.
The Institution may substitute products as part of their Licensed
Products with other titles in the [insert product name] up to an
equal value as those substituted by giving notice to [the
Publisher/Jisc Collections] at any time up to and including two
(2) months prior to the end of any Subscription Year.
25.
Without affecting any other right or remedy available to it,
either party may terminate this Sub-Licence with immediate effect
by giving written notice to the other party if:
1.
the other party becomes insolvent, admits insolvency or a
general inability to pay its debts as they become due, has
appointed a receiver or administrative receiver over it or
over any part of its undertaking or assets, passes a
resolution for winding up other than a bona fide plan of
solvent amalgamation or reconstruction, files a petition for
protection under any applicable bankruptcy code, or has
filed against it or becomes subject to an insolvency
petition in bankruptcy or an order to that effect; or
2.
the other party commits a material or persistent breach of
any term of this Sub-Licence which breach is irremediable
or, if such breach is remediable, fails to remedy that
breach within a period of sixty (60) days after being
notified in writing to do so.
3.
the Publisher gives notice to Jisc Collections under Clause
Error: Reference source not found of the Master Licence
Agreement in relation to conduct by the Institution with
Authorised Users, or otherwise in respect of provisions
corresponding to Clauses 25.1.1 and 25.1.2 above.
4.
Without affecting any other right or remedy available to it,
the Institution may terminate this Sub-Licence with
immediate effect by giving written notice to Jisc
Collections if the Publisher:
5.
has failed to comply with the provisions of Clause 11.1.37,
12.3 and Error: Reference source not found and fails to
remedy the non-compliance within a period of sixty (60) days
after being notified by Jisc Collections in writing to do
so; or
6.
is no longer entitled to make the Licensed Material
available for access and Permitted Use by the Institution
and Authorised Users.
7.
Without affecting any other right or remedy available to it,
Jisc Collections may terminate this Sub-Licence with
immediate effect by giving written notice to the Institution
if the Institution:
8.
fails to pay any undisputed amount due under this
Sub-Licence on the due date for payment and remains in
default for not less than sixty (60) days after being
notified in writing to make such payment;
9.
wilfully and repeatedly infringes, or wilfully permits
Authorised Users repeatedly to infringe, the copyright in
the Licensed Material; or
10.
has committed a breach of Clause 11.1.26 (Restrictions) or
Clause 12.9 (Responsibility of Institution) and fails remedy
that breach within a period of sixty (60) days after being
notified in writing to do so.
1.
For the avoidance of doubt, the Institution shall not be
deemed to be in breach of this Sub-Licence on the grounds that
an act of an Authorised User, if carried out by the
Institution, would have been a breach of this Sub-Licence,
without prejudice to any express obligations applicable to the
Institution under this Sub-Licence.
2.
CONSEQUENCES OF TERMINATION
3.
On expiry or termination of this Sub-Licence for any reason
and subject to any express provisions set out elsewhere in
this Sub-Licence :
1.
all rights and licences granted pursuant to this
Sub-Licence shall cease and the Institution shall cease to
access and use, and permit access to and use of, the
Licensed Material; and
2.
the Publisher may cease to make available Licensed
Material for access and use by the Institution and
Authorised Users
provided that the Institution may retain and use, and permit the use
of, Metadata, and that copies of parts of the Licensed Material made
by the Institution or Authorised Users in accordance with this
Sub-Licence may be retained, subject to the terms of Clauses 3 and 4
to the extent that these are applicable.
26.
On any termination by the Institution under Clause 10.5 or Clause
25.1.410.6 by reason of the Publisher failing to meet the
Publisher Commitments, the Publisher shall reimburse the
Institution such part of the Sub-Licence Fee and AAU Fee which has
been paid to the Publisher and is in respect of any remaining part
of the Subscription Period.
27.
Any provision of this Sub-Licence that expressly or by implication
is intended to come into or continue in force on or after
termination or expiry of this Sub-Licence (including Clauses
11.1.1(iii), 11.1.26, 11.1.38, 11.1.39, Error: Reference source
not found to 12.2, 12.3, 12.8, and 11 to21) shall continue in
force.
28.
Termination or expiry of this Sub-Licence shall not affect any
rights, remedies, obligations or liabilities of the parties that
have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of this
Sub-Licence which existed at or before the date of termination or
expiry.
29.
ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
30.
Subject to Clause 12.2, the Institution acknowledges that all
copyright in the Licensed Material are the exclusive property of
the Publisher or its licensors and that this Sub-Licence does not
assign or transfer to the Institution any right, title or interest
in such copyright except for the right to access and use the
Licensed Material in accordance with the terms and conditions of
this Sub-Licence.
31.
The Publisher and Jisc Collections hereby acknowledge that any
copyright and database rights arising from any computational
analysis (including any text mining/data mining) of the Licensed
Material referred to in Clause 11.1.20 shall, as between the
Institution and Authorised User on the one hand, and the Publisher
and Jisc Collections (and any licensor of the Publisher or other
rights holder in the Licensed Materials), on the other, be the
property of the relevant Authorised Users or the Institution, as
the case may be.
32.
For the avoidance of doubt, the Publisher and Jisc Collections
hereby acknowledges that any database rights created by the
Institution as a result of exercising any rights in relation to
Metadata under Clause 11.1.2 shall be the property of the
Institution.
33.
REPRESENTATION, WARRANTIES AND INDEMNITIES
34.
The Publisher warrants to the Institution that:
1.
all intellectual property rights in the Licensed Material
are owned by or validly licensed to the Publisher and that
the Permitted Use of the Licensed Material will not infringe
any intellectual property of any person; and
2.
the content of the Licensed Material is not unlawful.
3.
The Publisher shall indemnify the Institution (for itself
and for the benefit of any Authorised Users) against all
liabilities, costs, expenses, damages and losses (including
any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and
reasonable legal costs (calculated on a full indemnity
basis) and all other reasonable professional costs and
expenses) suffered or incurred by the Institution or
Authorised Users arising out of or in connection with any
claim by or action brought by any third party that the
access and Permitted Use by the Institution or by any
Authorised User in accordance with this Sub-Licence
infringes the intellectual property rights of that third
party.
4.
In relation to any claim made or action brought to which
Clause 13.2 applies, the Institution shall:
5.
promptly give the Publisher and Jisc Collections written
notice;
6.
give the Publisher immediate and complete control of the
defence and settlement of such claim provided that the
Publisher gives the Institution reasonable security in
respect of any liability the Institution may have in respect
of such claim or action and any indemnity to which the
Institution may be entitled under Clause13.2; and
7.
give the Publisher (and, so far as relevant, Jisc
Collections) all reasonable assistance with the defence and
settlement of such claim.
8.
The indemnity in Clause 13.2 will not apply to the extent
that the relevant claim arises as a result of any change,
alteration or amendment in any way to any Licensed Material
by the Institution or any Authorised User.
9.
While the Publisher and Jisc Collections have no reason to
believe that there are any inaccuracies or defects in the
information contained in the Licensed Material neither the
Publisher nor Jisc Collections make any representation or
give any warranty, express or implied, with regard to the
information contained in or in any part of the Licensed
Material including the fitness of such information or part
for any purposes whatsoever and, subject to Clauses13.2, the
Publisher and Jisc Collections accept no liability for loss
suffered or incurred by the Institution or Authorised Users
as a result of their reliance on the Licensed Material.
10.
In relation to any claim or action referred to in
Clause13.2, or any other claim by a third party of which the
Institution becomes aware, that the access to or use of any
Licensed Material infringes any copyright, the Publisher may
at its option and expense, and on written notice to the
Institution (and without prejudice to the Institution’s
rights under Clause 12 (Withdrawing Material) or Clause 13.2
(Infringement Indemnity), remove such Licensed Material from
the Licensed Material or obtain for the Institution the
right to continue accessing and using such Licensed Material
in accordance with this Sub-Licence.
11.
Nothing in this Sub-Licence shall make the Institution
liable for any act by any Authorised User which gives rise
to a breach of the terms of this Sub-Licence, provided that
the Institution did not cause or knowingly assist or condone
the continuation of such breach after becoming aware of an
actual breach having occurred.
12.
Except as provided for in Clause 13.1 or13.2, neither the
Institution nor any Authorised User nor the Publisher nor
Jisc Collections will be liable to the other in contract or
negligence or otherwise for:
13.
any special, indirect, incidental, punitive or consequential
damages; or
14.
loss of direct or indirect profits, business, contracts,
revenue or anticipated savings; or
15.
for any increased costs or expenses.
16.
No party excludes or limits its liability under this
Sub-Licence for:
17.
death or personal injury to the extent it results from its
negligence, or that of its employees or agents in the course
of their engagement; or
18.
its own fraud or that of its employees or agents in the
course of their engagement.
19.
FORCE MAJEURE
20.
Without prejudice to Clause13.2, neither party shall have
any liability under or be deemed to be in breach of this
Sub-Licence for any failure to perform any term or condition
of this Sub-Licence which result from circumstances beyond
the reasonable control of such party, including war,
strikes, flood, governmental restrictions, power,
telecommunications or Internet failures or damage to or
destruction of any network facilities not arising from an
act or omission of such party or its employees or
contractors (“Force Majeure Event”).
21.
Each party shall promptly notify the other party in writing
of any Force Majeure Event which is causing delay or failure
in performance of such party’s obligations under this
Sub-Licence, or will or is likely to do so, including the
date on which it started, its likely or potential duration,
and the effect of the Force Majeure Event on its ability to
perform any of its obligations under this Sub-Licence, and
use all reasonable endeavours to mitigate the effect of the
Force Majeure Event on the performance of its obligations.
22.
Provided it has complied with Clause14.2, if a party is
prevented, hindered or delayed in or from performing any of
its obligations under this Sub-Licence by a Force Majeure
Event (“Affected Party”), the Affected Party shall not be in
breach of this Sub-Licence or otherwise liable for any such
failure or delay in the performance of such obligations. The
time for performance of such obligations shall be extended
accordingly.
23.
If a Force Majeure Event prevents, hinders or delays the
Affected Party’s performance of its obligations for a
continuous period of more than 60 (sixty) days, the party
not affected by the Force Majeure Event may terminate this
Sub-Licence by giving 14 days’ written notice to the
Affected Party.
24.
ASSIGNMENT
1.
Subject to Clauses 15.2 and15.3, this Sub-Licence is personal
to the parties and neither party shall assign, transfer,
mortgage, charge, subcontract, declare a trust over or deal in
any other manner with any of its rights and obligations under
this Sub-Licence, without the prior written consent of the
other party, such consent shall not be unreasonably withheld
or delayed.
2.
If the Institution merges with any other Eligible Body or
transfers the whole or part of its activities as an Eligible
Body to another Eligible Body, the Institution or successor
Institution (as the case may be), and the Authorised Users who
were Authorised Users through the Institution, shall be
entitled to receive the benefit of this Sub-Licence for the
remainder of the current Subscription Period, subject to
remaining bound by the obligations under this Sub-Licence.:
3.
If the Publisher is subject to any merger or acquisition, or
if the Publisher or any licensor or other owner of any rights
in any Licensed Material relevant to the licences or rights
granted under this Sub-Licence transfers or grants any rights
inconsistent with the Institution’s rights under this
Sub-Licence, this Sub-Licence shall continue in effect, and
the Publisher shall procure that any such transfer or grant of
rights is subject to the Institution’s rights under this
Sub-Licence or that the Institution is compensated in such
amount as may be fair and reasonable in the circumstances in
respect of the loss of any such rights which cannot be
preserved for the Institution.
4.
In any assignment to which the other party has given consent
under Clause15.1, the assigning party shall procure and ensure
that the assignee shall assume all rights and obligations of
the assigning party under this Sub-Licence and agrees to be
bound to all the terms of this Sub-Licence.
5.
GOVERNING LAW AND JURISDICTION
6.
This Sub-Licence and any dispute or claim (including
non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be
governed by and construed in accordance with the law of
England and Wales.
7.
The parties irrevocably agree that any dispute arising out of
or in connection with this Sub-Licence will be subject to and
within the jurisdiction of the courts of England and Wales.
8.
DISPUTE RESOLUTION
9.
If any dispute arises out of or in connection with this
Sub-Licence or the performance, validity or enforceability of
it (“Dispute”), the parties shall attempt to settle it by
negotiation. To this end they shall use their respective
reasonable endeavours to consult or negotiate with each other
in good faith, and recognising their mutual interests, attempt
to reach a just and equitable settlement satisfactory to both
parties. Negotiations shall be conducted between the Director
(or equivalent position) of Jisc Collections, or its nominated
representative, and the current Vice Chancellor (or equivalent
post) of the Institution, or their nominated representative.
10.
If the dispute cannot be resolved by the parties within one
month of being escalated as referred to in Clause17.1, the
dispute may by agreement between the parties be referred to a
neutral adviser or mediator (the “Mediator”) chosen by
agreement between the parties. All negotiations connected with
the dispute shall be conducted in confidence and without
prejudice to the rights of the parties in any further
proceedings.
11.
Where the parties agree that a Dispute would best be resolved
by the decision of an independent expert, they will use
reasonable efforts to agree upon the nature of the expert
required, on the appointment of the expert and, with the
expert, the terms of his appointment
12.
Any person to whom a reference is made under Clause 17.3 shall
act as expert and not as an arbitrator and his decision (which
shall be given by the expert in writing and shall state the
reasons for the decision) shall be final and binding on the
parties except in the case of manifest error or fraud.
13.
Each party shall provide such expert with such information and
documentation as the expert may reasonably require for the
purposes of forming his or her decision.
14.
The costs of the expert shall be borne by the parties in such
proportions as the expert may determine to be fair and
reasonable in all circumstances or, if no determination is
made by the expert, by the parties in equal proportions.
15.
Subject to Clause17.1, except where urgent interim measures
are sought, and17.4, nothing in this Clause 17 shall prevent
either party commencing or continuing court proceedings in
relation to the Dispute under Clause16.
16.
NOTICES
17.
Any notice given to a party under or in connection with this
Sub-Licence shall be in writing and shall be delivered by hand
or email, or by pre-paid first-class post or other next
Working Day delivery service at its address set out below:
1.
if to Jisc Collections:
Name of recipient
Liam Earney
Position
Director
Post
Jisc Collections
Brettenham House South
5 Lancaster Place
London WC2E 7EN
Email address
to both:
[email protected]
and
[email protected]
and labelled (in the Subject line) as a Contract Notice
2.
if to the Institution: as stated in the Subscription Order
and Acceptance Form.
3.
Any notice or communication shall be deemed to have been
received:
4.
if delivered by hand, on signature of a delivery receipt;
or
5.
if sent by pre-paid first-class post or other next Working
Day delivery service, at 9.00 am on the second Working Day
after posting or at the time recorded by the delivery
service; or
6.
if sent by email, on delivery of the email (as evidenced
by a delivery receipt) if delivered during working hours
on a Working Day, and otherwise on the first Working Day
following delivery; or
7.
if sent via the Jisc Ordering Platform (if any), on
delivery of the Confirmation Notice.
8.
This clause does not apply to the service of any
proceedings or other documents in any legal action or,
where applicable, any arbitration or other method of
dispute resolution.
9.
PREVENTION OF FRAUD AND CORRUPTION
10.
Each party represents and warrants that neither it, nor to
the best of its knowledge any of its employees, agents or
contractors have at any time prior to the Start Date:
11.
committed a Prohibited Act or been formally notified that
it is subject to an investigation or prosecution which
relates to an alleged Prohibited Act; and/or
12.
been listed by any government department or agency as
being debarred, suspended, proposed for suspension or
debarment, or otherwise ineligible for participation in
government procurement programmes or contracts on the
grounds of a Prohibited Act.
13.
Neither party during the term of this Sub-Licence shall
offer, give, or agree to give anything, to any person an
inducement or reward for doing, refraining from doing, or
for having done or refrained from doing any act in
relation to the obtaining or execution of this Sub-Licence
or for showing or refraining from showing favour or
disfavour to any person in relation to this Sub-Licence.
14.
Each party shall take all reasonable steps in accordance
with good industry practice to prevent fraud by its
employees, and the party (including its shareholders,
members and directors), in connection with this
Sub-Licence and shall notify the other party in writing
immediately if it has reason to suspect that any fraud is
occurring or is likely to occur.
15.
If a party or its staff engages in conduct prohibited by
Clause 19.1.1 or commits fraud in relation to this
Sub-Licence, the other shall be entitled to:
16.
terminate this Sub-Licence and recover from the first
party the amount of any loss suffered resulting from the
termination, including the cost reasonably incurred by
making other arrangements for the provision of access to
the Licensed Material and any additional expenditure
incurred by the other party throughout the remainder of
this Sub-Licence; and
17.
recover in full from the first party any other loss
sustained in consequence of any breach of this clause.
18.
THIRD PARTY RIGHTS
19.
Except as expressly provided elsewhere in this
Sub-Licence, a person who is not a party to this
Sub-Licence is not intended to have any rights to, and
shall not have any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this
Sub-Licence.
20.
The rights of the parties to terminate, rescind or agree
any variation, waiver or settlement under this Sub-Licence
are not subject to the consent of any other person, and a
person who is not a party to this Sub-Licence shall not be
entitled to require its consent to any amendment.
21.
GENERAL
22.
This Sub-Licence its Schedules and Annexes constitute the
entire agreement between the parties and supersede all
prior communications, promises, assurances, warranties,
representations and understandings and agreements (whether
written or oral) relating to its subject matter, but
without prejudice to any continuing rights and obligations
arising under any prior formal licence agreements between
the Institution and the Publisher or Jisc Collections.
23.
This Sub-Licence may not be amended or modified except by
agreement of both parties in writing.
24.
Nothing in this Sub-Licence shall be construed to create
any relationship of partnership, agency or employment
between any of the parties.
25.
If any provision or part-provision of this Sub-Licence is
or becomes invalid, illegal or unenforceable, it shall be
deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall
be deemed deleted. Any modification to or deletion of a
provision or part-provision under this clause shall not
affect the validity and enforceability of the rest of this
Sub-Licence.
26.
The rights of the parties arising under this Sub-Licence
shall not be waived except in writing. Any waiver of any
of a party’s rights under this Sub-Licence or of any
breach of this Sub-Licence by the other party shall not be
construed as a waiver of any other rights or of any other
or further breach. Failure by either party to exercise or
enforce any rights conferred upon it by this Sub-Licence
shall not be deemed to be a waiver of any such rights or
operate so as to bar the exercise or enforcement thereof
at any subsequent time or times.
1.
SUB-LICENCE FEE AND TRANSACTION MANAGEMENT CHARGE
Sub-Licence Fee:
Transaction Management Charge:
In the event that the Sub-Licensee completes the Subscription Order
Confirmation and Acceptance Form during a given year, the Sub-Licensee
shall pay Jisc Collections that part of the applicable Sub-Licence Fee
which represents the period covering the date as set out in the
Subscription Order and Acceptance Form up to the date where the next
12 months subscription period starts. Thereafter the Sub-Licensee will
pay to Jisc Collections the full applicable Sub-Licence Fee(s) for
subsequent years as and where applicable.
2.
OFFERED PRODUCTS
The Offered Products consist of the following:
3.
ADDITIONAL AUTHORISED USER CATEGORIES
The Additional Authorised Users that may access and use the Licensed
Material under the AAU Fee are as follows:
Number of Additional Authorised Users
Duration of Additional Authorised User
Status (e.g. student, course, staff)
AAU FEE
The AAU Fee is based on the number of FTE within the Partner
Organisation. The AAU Fee will be invoiced by the Publisher or Jisc
Collections (as may be applicable) separately to the Sub-Licence Fee.
Number of FTE in Partner Organisation(s)
AAU Fee(s) per head
0-100
100-300
301-600
601-900
901-1200
1201 -2000
> 2000 FTE
a separate sub-licence would apply
4.
INDUSTRY STANDARDS AND RELATED OBLIGATIONS
1.
The Publisher agrees to implement the following industry standards
to enhance access and use of the Licensed Material and shall:
a.
at least once every three months (and otherwise promptly on
request by the Institution), provide the Institution with
usage statistics fully compliant with the COUNTER Code of
Practice (www.projectcounter.org);
b.
implement the Standardized Usage Statistics Harvesting
Initiative (SUSHI) protocol (www.niso.org/workrooms/sushi);
c.
archive the Licensed Material to ensure that it is preserved
for future scholarship in at least one of the following
archiving solutions: Portico, Clockss or Lockss, and inform
the Institution in which of the archiving solutions the
Licensed Material may be found;
d.
subject to paragraph 1(c), provide the means for the
Institution to continue to access the Licensed Material via an
archiving service for use only in the event that the Publisher
ceases trading or any of the provisions of Clauses 25 or
25.1.4 apply to the Publisher, and inform the Institution
where the Licensed Material has been archived, and provide the
Institution with sufficient authority and information to
enable the Institution to access such Licensed Material for
the purposes of Clause 11.1.10 (Access where Publisher fails
to provide it) ;
e.
use all reasonable efforts to meet the W3C standards
(www.w3.org/WAI/Resources/#in) to ensure that the Licensed
Material is accessible to all Authorised Users;
f.
use all reasonable efforts to meet the Open URL Standard (http://www.niso.org/kst/reports/standards?step=2&project_key=d5320409c5160be4697dc046613f71b9a773cd9e)
to ensure that Authorised Users can search for and find the
Licensed Products and Licensed Content;
g.
provide link-resolver vendors and other library systems
suppliers quarterly with full details of the Licensed Material
in accordance with the most current KBART standard (http://www.uksg.org/kbart/s5/guidelines);
and also with related data of (i) the first and final year,
volume, and issue and (ii) the algorithm or syntax for
constructing an article-level link from an article’s metadata
within the Licensed Material;
h.
provide relevant information to third party discovery tools
(such as Scopus, Summon), in accordance with NISO
recommendations (http://www.niso.org/apps/group_public/download.php/13388/rp-19-2014_ODI.pdf);
and
i.
meet any other reasonable standards that are generally agreed
for adoption amongst the United Kingdom Higher Education
Institutions during the Term.
2.
The Publisher shall provide the Institution with:
a.
the digital object identifier (DOI) relating to the Licensed
Products and Licensed Content, at the title, journal, and
article, and chapter levels promptly following the Start Date,
and
b.
any updates or amendments thereto, at least once every three
months thereafter (and otherwise promptly on request by the
Institution).
3.
The Publisher shall during the Subscription Period collect, and
promptly provide the Institution with, all other statistics and
other information reasonably requested by the Institution in
relation to the activities of Authorised Users under this
Sub-Licence.
* urls and web addresses are for guidance and may change
5.
SERVICE LEVELS and SERVICE LEVEL REQUIREMENTS (if applicable)
1.
Definitions:
“Scheduled Maintenance”
means the non-availability of the Licensed Material and/or the
Publisher Platform which is scheduled by the Publisher outside
Access Support Hours at least a week in advance and notified to
the Institution at least a week in advance, for the purpose of
carrying out maintenance actions that are aimed at the
prevention of unscheduled breakdown or downtime.
2.
The [insert Publisher platform name] (“Publisher Platform”) and
Licensed Material will be available 24 hours a day, 365 days a
year with the exception of Scheduled Maintenance and subject to
Paragraphs 4 and 6 below.
3.
For the Publisher Platform to be considered available the
following functionality should be available on the platform:
Service Component
Functionality Required
[ ]
[ ]
4.
Service components as outlined above will each be available for at
least 99.00% of scheduled uptime.
5.
Scheduled Maintenance time, for each service component, will be
less than 20.8 hours over any consecutive 12 month period.
6.
The Publisher reserves the right to restrict access to the
Licensed Material and its networks in order to maintain the
stability and security of both. Any restrictions under this
Paragraph 6 shall be limited to an individual Authorised User or a
restricted sub-set of Authorised Users for a maximum period of 4
hours. Upon being aware of any activity affecting the stability or
security of the Licensed Material and its networks the Publisher
shall inform the Institution of the restriction immediately.
[Set out any applicable service levels and consequences of
non-compliance – e.g. credits (credits against current fees, credits
against future fees, credits against APCs, credits against additional
titles]
SUB-LICENCE ANNEX 1 – OFFER
[Insert Part A only of the offer negotiated with Jisc Collections
here]
[Check after reviewing the structure of the template offer]
*The Offer should include details of which Content is licensed
including archive or continuing rights as set out in Schedule 2.
SUB-LICENCE ANNEX 2 – SUBSCRIPTION ORDER AND ACCEPTANCE FORM (EXAMPLE)

37 Jisc Collections model licence for dataset
(sub-licence) 2018