Last amended 3 October 2022
Think expects that at all times our Contractors and other suppliers shall adopt the highest standards of professional behaviour and conduct. This includes adopting anti-discriminatory behaviours, preventing the exploitation of children and vulnerable persons (including but not limited to modern slavery), and avoiding unethical business conduct (including actual or perceived conflicts of interest).
Licensing Terms and Quality Guidelines – Editorial
In the context of Contract Publishing, factual correctness is paramount. Please make sure all facts (particularly of a technical nature or in the public domain) are checked independently at source. We reserve the right to reject any editorial submissions that do not reach our standards. If an article is not published as the result of a genuine misunderstanding over the brief, a rejection fee of 25% of the agreed fee will be paid.
You grant the Licensed Rights in any commissioned Services to Think Publishing and its Client, including as used for the specified publication, worldwide publication rights, including electronic rights in facsimile and as text regarding the client’s website, online and social media
Licensing Terms and Quality Guidelines – Photographs and Images
Photographs and the materials upon which they are embodied (such as negatives and data files) should be your own original work, and should be delivered to the Company by the Delivery Date set out in the Commission Brief, time being of the essence (i.e. failure to deliver by the Delivery Date will amount to a breach of your Contract with Think). You agree to provide the Services to the best of your ability on the Photography Date in accordance with the Brief, these Terms and any additional reasonable instructions the Company may give you. You will deliver to the Company all of the Photographs taken as part of the Services and the Company may select any or all of them for use in accordance with this Contract. The Company has no obligation to use any of the Photographs. If the Company cancels the shoot (which it may do at its discretion and at any time) in full and final settlement of any entitlements you may have in respect of such cancellation the Company will pay you any Expenses you have already incurred, and a cancellation fee of £50.
You agree that the Company may edit, crop, retouch or in any other way amend any Photograph, and may credit you as the photographer in relation to that Photograph as amended.
Without prejudice to your ownership of copyright in the Photographs, you hereby agree that the Company has:
You agree that any photography taken as part of the Services can also be used in print, PR and online by Think Publishing’s Client in relation to the published content.
You represent and warrant to the Company that you are the sole and exclusive owner of all rights in and to the Photographs, that none of the Photographs you deliver to the Company has been previously published, and that you are free and able to enter into this Agreement and to grant the rights expressed to be granted to the Company in this Agreement.
Standard Terms & Conditions for Services
1 These Terms and Conditions apply to all supplies of services to Think Media Group.
1.2 Written acknowledgment, or commencement of performance by the Contractor of any Services, whichever occurs first, shall constitute acceptance of the Contract including these Standard Terms, Licensing Terms and Quality Guidelines.
1 “Think Media Group” comprises the individual entities Think Publishing Limited (registered number 03817566), and Think Travel Media Limited (registered number 02811057), both incorporated in England and Wales and having their registered offices at 20 Mortimer Street, London, W1T 3JW. In this document “Think” (“we” or “us”) may refer to either entity as shall be specified in each individual Contract.
2.2 “Contract” means the contract made between you (the Service Provider) and us (Think). The Contract documents are comprised of the Purchase Order, the Brief (if any) and these Terms & Conditions including Licensing Terms and Quality Guidelines.
2.3 “Contractor” (“you” or “your”) means the company, individual or other contracting entity as specified in a Purchase Order.
2.4 “Fees and Expenses” means the fees you will charge us for the time you spend and the costs you incur in providing the Services to us. The Fees and Expenses you are entitled to charge are set out in the Purchase Order.
2.5 “Services” means the Services to be provided by you to us as set out in the Purchase Order and the Brief.
2.6 “Brief” means any information communicated by us to you under the same cover as the Purchase Order (typically by email) and which will set out detailed requirements for the Services including any specifications or other documents as are incorporated by reference. “Purchase Order” means the formal commissioning correspondence from Think to you authorising you to commence work under the agreed terms, and which should include a Think Job Number, which shall be in the format ABCD1234.
1 In delivering the Services you must:
3.1.1 provide the Services with reasonable diligence, competently, and in keeping with the Contract;
3.1.2 comply with our reasonable directions at all times and use your best attempts to promote our interests;
3.1.3 not do or allow anything to be done that would, or would be likely to, bring Think into disrepute or adversely affect our reputation in any way;
3.1.4 provide and maintain all personnel, equipment and supplies necessary to provide the Services;
3.1.5 seek our prior written consent before entering into a sub-contract with another supplier or contractor for the purpose of performing your obligations under the Contract (such consent not to be unreasonably withheld or delayed by us). You must ensure that a provision is included in any such sub-contract which requires payment to be made of all sums due by you to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.
3.1.6 not accept work from other sources that will in any way impair or affect your ability to provide the Services and comply with the terms of the Contract;
3.2 In addition to any dates specified in this Contract where you will be required to meet with us, you will also be required to consult with us regularly on the progress of the Services.
3.3 If you are required to provide us with any written reports, photographs or images as part of the Services, you must comply with Think’s Quality Guidelines and Code of Conduct.
1 In return for the Services you will provide under this Contract, we will pay you the Fees and Expenses in the instalments and manner outlined in the Purchase Order.
4.2 If we have agreed to pay your Expenses, you must provide us with original receipts. We are entitled to put a limit on the amount of and type of Expenses you may incur. All Expenses reimbursed by Think must be pre-authorised by us in writing.
4.3 Before we can make any payment, you must provide us
4 You agree that the Fees and Expenses set out in the Purchase Order cover all your time, resources, costs and tax (including VAT, if applicable) in providing the Services. We are not obliged to pay you any other amounts.
4.5 If you are not currently liable to register for VAT but are subsequently required to do so, you agree that the Fees and Expenses payable to you under this Contract will be deemed to be inclusive of VAT.
4.6 We will pay your approved invoices within 30 days of receipt, as long as you have provided the Services referred to in the invoice to our satisfaction. For Contractors who are unincorporated or non-VAT registered, we endeavour to pay your invoices on 14 day terms.
4.7 Our preferred payment method to you will be by BACS transfer. In order to facilitate this payment process your invoice must state your UK bank account number and sort code. Please contact our finance department if you require further details. Prior to us making any payment to new Contractors, and from time to time thereafter, we will ask you to provide documentary evidence to verify your bank details (such as bank statement headers or a cancelled cheque).
4.8 We are not obliged to pay you any wages, salary, sickness pay or holiday allowances.
4.9 This clause 4.9 applies where you are an individual rendering the Services or the organisation undertaking to provide the individual to render the Services. It is hereby declared that it is the intention of the parties that this Contract is a contract for services and you shall be responsible for all income tax liabilities and National Insurance or similar contributions in respect of the fees payable under this Contract and you hereby indemnify Think in respect of any claims that may be made by the relevant authorities against Think in respect of income tax or National Insurance or similar contributions relating to the performance of the services hereunder. Think may, at any time during the term of the Contract, request that you provide the information which demonstrates how you or your consultant comply with this condition or why this condition does not apply to you or the consultant. You shall flow these terms down to the consultant with whom you contract. Think has a right to terminate this Contract if you fail to provide the information in response to the request within a reasonable time or the information provided is inadequate to demonstrate compliance with this condition.
1 You and we acknowledge that the content of this Contract and the Services is confidential information between you and Think. You may not share details of the Contract with any third parties except as may be necessary for either party to comply with any applicable laws. Additionally Think may disclose parts of or the entirety of this Contract with our Clients or otherwise as may be reasonable in the course of Think’s business.
5.2 If you are handling or processing data on our behalf you must ensure that you are registered with the Information Commissioner’s Office if required under the Data Protection Act (“DPA”). Both we and you will duly observe all our obligations under the DPA which arise in connection with the Contract. You acknowledge your responsibilities to guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data, as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; to ensure that you have in place appropriate technical and organisational measures to ensure the security of the personal data; to promptly notify us of any breach of any such security measures; to ensure that you do not knowingly or negligently do anything which places or is likely to place us in breach of our obligations under the DPA; and comply with all reasonable directions or requests from us regarding any data that you process on our behalf.
5.3 Where you are an individual rendering the Services, you acknowledge that it may be necessary for Think to share your contact information with some of our employees and consultants in order for us to effectively communicate with you and commission you for the Services.
5.4 Subject to clauses 5.1 to 5.3 inclusive, at no time may either party give any confidential information to any other person unless:
5.4.1 disclosure is required by law; and/or
5.4.2 it has obtained the other party’s written consent;
5.4.3 the information is already in the public domain;
5.4.4 disclosure is necessary to ensure the services are performed properly.
1 For the purposes of this Contract “Intellectual Property” includes, without limitation and whether registered or unregistered, copyright, trademarks, logos, design rights, patents and database rights.
6.2 Unless otherwise covered by Licensing Terms, you agree that all original Intellectual Property and all original documents and materials (including electronic documents) specifically produced or developed in providing the Services (“the Materials”) will be our property. We will own all Intellectual Property rights in the Materials and these Intellectual Property rights shall be immediately assigned to us upon creation without the need for us to enter into any additional agreement with you.
6.3 You must not impinge or breach any copyright or other Intellectual Property rights in fulfilling your obligations under this Contract.
6.4 You must obtain all permissions necessary to ensure that we will not breach any copyright or other intellectual property rights when we use the materials.
1 You must keep secure and maintain full and accurate records of the Services you provide to us, including all paid expenses and the payments we make to you.
7.2 These records must be kept secure and maintained for at least two years after the final payment we make under this Contract, or for longer periods if agreed or required by law.
7.3 You must allow us access to any records we may reasonably require to check your compliance with this Contract.
You must disclose to Think (and if in doubt, directly to any company Director) the existence of any relationship with any connected party to Think, (including but not limited to its employees, Clients and our Clients’ employees) which may give rise to an actual or perceived conflict of interest affecting this Contract or Services.
You must make sure that neither you nor any of your employees, agents or sub-contractors are placed in a position where there is or may be an actual conflict, or a potential conflict, between your interests or the interests of your employees, agents or sub-contractors and your obligations under this Contract. You must disclose to us the particulars of any conflict of interest that arises.
1 You are an independent contractor and not our agent, partner or employee.
9.2 You cannot incur liabilities or obligations on our behalf unless specifically authorised by us in writing.
9.3 You must not hold yourself out as our employee to any third party.
1 You must maintain appropriate insurance cover with a reputable insurance company. Appropriate insurance means a policy or policies of insurance providing an adequate level of cover for all risks you may take on by providing the Services and for all statutory or other legal requirements you may be under.
10.2 If we request you to do so you must show us evidence that the insurances as required by sub-clause 10.1 are being maintained at your expense.
1 If you decide that you are unable to meet your obligations under the Contract you must immediately write to us and explain the reasons.
11.2 If you are in material breach of your obligations under the Contract we may issue a default notice detailing the breach, and the time period and terms by which you must remedy the breach.
11.3 Any action taken by us under this clause will not affect any right we may have to immediately terminate the Contract.
1 Any of the following conditions is a fundamental breach, which will automatically and immediately enable us to terminate this Contract:
12.1.1 failure to comply with a default notice under sub-clause 11.2;
12.1.2 you become insolvent (within the meaning of the Insolvency Act 1986);
12.1.3 any order is made, or resolution passed, for your administration, winding-up or dissolution (other than for the purposes of a solvent amalgamation or reconstruction);
12.1.4 an administrator or other receiver, manager, liquidator, trustee or similar officer is appointed over all or any substantial part of your assets;
12.1.5 you enter into or propose any composition or arrangement with your creditors generally;
12.1.6 you breach clause 17 below (Prevention of Corruption);
12.1.7 you assign any of your obligations under this Contract without our prior written consent;
12.1.8 you merge with any other organisation or organisations without informing us first or;
12.1.9 you cease to trade for any reason;
12.1.10 your breach clause 4.9.
12.2 Upon termination under sub-clause 12.1 we may obtain the remainder of the Services from a third party. You must pay us the difference between the amount we pay the third party to complete the remainder of the Services and the amount that we would have paid you for the remainder of the Services under the Contract, had the Contract continued in force together with any other costs we may have to pay as a direct consequence of terminating the Contract.
12.3 We will use our reasonable endeavours to ensure that the amount we pay to a third party under sub-clause 12.2 is at a commercially acceptable rate and where possible this amount will not exceed the level of the fee we would have paid you under this Contract.
12.4 On termination or expiry of this Contract, you will promptly provide us (or someone else we advise you to) with all information and property, sign or enter into any agreement, cooperate generally with and provide all reasonable assistance to us to ensure an orderly handover of this project.
12.5 Termination of this Contract as provided in this clause will not affect any right of action or remedy of either party.
1 An ‘uncontrollable event’ is an extraordinary natural event (such as a flood or earthquake) that cannot be reasonably foreseen or prevented, fire, explosion, industrial dispute, debilitating illness or injury, or any other extraordinary event beyond that party’s control. Neither party will be liable for failure to perform their obligations due to an uncontrollable event.
13.2 If either party is unable to perform its obligations as a direct result of an uncontrollable event, that party must notify the other immediately with reasons. At that point this Contract will be suspended.
13.3 The suspension of the Contract will only continue during the time when the party is unable to meet its obligations due to the uncontrollable event. As soon as the uncontrollable event is over, the affected party must give written notice to the other of this fact.
13.4 If the failure to perform obligations due to the uncontrollable event exceeds one month, either party may immediately terminate this Contract by giving written notice to the other.
1 You must comply with all anti-discrimination legislation from time to time in force including, but not limited to, the Equalities Act 2010 and any subordinate or associated legislation.
14.2 You must ensure that you maintain effective whistle-blowing policies whereby your employees may raise in confidence concerns about possible malpractice without fear of victimisation, discrimination or disadvantage.
You must comply with the Health and Safety at Work Act 1974, the Management of Health and Safety at Work Regulations 1999, and all other regulations and approved codes of practice relevant to the Services.
You agree to respect the prevailing government advice regarding lockdown and social distancing in effect at the time and place the Services are being undertaken.
We can terminate this Contract immediately if you, your employees or your agents have offered, given or agreed to give any person any money or gifts of any kind, to bring about this Contract.
1 Either party may send notices, letters and other documents by prepaid first class recorded delivery post to the other party at the address identified on the Purchase Order, or by email to any company Director (in the case of Think) or main representative (in the case of the Contractor).
17.2 To prove that a notice or document has been delivered, it is sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class recorded delivery letter.
1 The parties will attempt to settle any dispute which may arise between them under this Contract.
18.2 If a dispute is not resolved to the satisfaction of both parties within 20 working days, the parties will attempt to settle it by a third party mediation service (such as The Centre for Effective Dispute Resolution).
18.3 If there is any issue on the conduct of the mediation upon which the parties cannot agree within a reasonable time, if the dispute is not resolved within 90 days of the initiation of the mediation, or if either party will not participate in the mediation, either party may begin legal proceedings.