THIS LICENCE IS AGREED the
BETWEENTHE INSTITUTION OF STRUCTURAL ENGINEERS
a company registered by Royal Charter with Company No. RC000274 and a charity registered inEngland with Charity No. 233392 and whose registered office is at 47–58 Bastwick Street, London,
EC1V 3PS ("the Publisher")anda company registered in
and whose registered office is atNo.

with Company(“the Licensee”)

WHEREAS the Publisher holds the rights granted under this Licence
AND WHEREAS the Licensee desires to use the rights and the Publisher desires to grant to the
Licensee the licence to use the rights for the Fee, subject to the terms and conditions of this Licence.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1

In this Licence, the following terms shall have the following meanings:
Agent: A third party appointed from time to time by the Licensee to act on the
Licensee’s behalf, who may undertake any or all of the obligations of the Licensee
under this Licence, as agreed between the Licensee and the Agent.
Authorised Users: Current members of the faculty staff and students (whether on apermanent, temporary or contract basis) of the Licensee who are permitted toaccess the Secure Network from within the Licensee’s Premises or from such otherplaces where Authorised Users undertake their work for the Licensee (including but
not limited to Authorised Users’ offices and homes) and who have been issued by
the Licensee with a password or other authentication. Patrons who are not affiliatedwith the Licensee (“walk-in users”) may be considered Authorised Users only if they
are physically present on the Licensee’s Premises.
Commercial Use: Use for the purposes of monetary reward (whether by or for the
Licensee or an Authorised User) by means of sale, resale, loan, transfer, hire or otherform of exploitation of the Licensed Materials. For the avoidance of doubt, use by
the Licensee or by an Authorised User of the Licensed Materials in the course ofresearch, product development and related activity in the normal course of businessdoes not constitute Commercial Use.
Fee: The Fee set out in Schedule 1 or in new Schedules to this Licence which may be
agreed by the parties from time to time.
Licensed Materials: The electronic material as set out in Schedule 1 or in new
Schedules to this Licence that may be agreed by the parties from time to time.
Licensee’s Premises: The physical premises owned or operated by the Licensee, as
specified in Schedule 2.
Secure Network: A network (whether a stand-alone network or a virtual network
within the Internet) which is only accessible locally or remotely, via proxy or virtualprivate network (VPN) servers, to Authorised Users approved by the Licensee whose
identity is authenticated at the time of log-in and periodically thereafter consistent
with current best practice, and whose conduct is subject to regulation by the
Licensee.
Server: The server, either the Publisher’s server or a third party server designatedby the Publisher, on which the Licensed Materials are mounted and may be accessed.
Subscription Period: That period nominally covered by the volumes and issues of
the Licensed Material listed in Schedule 1, regardless of the actual date of
publication.

1.2

Clause headings are included in this Licence for ease of reference only and shall notaffect the interpretation or construction of this Licence.

1.3

Reference to clauses and schedules are (unless other provided) references to theclauses and schedules of this Licence.

1.4

In the event and to the extent only of any conflict between the clauses and theschedules, the clauses shall prevail.

1.5

Where the context so admits or requires, words denoting the singular include theplural and vice versa.

1.6

References to statutory provisions shall be construed as references to those
provisions as replaced, amended or re-enacted from time to time (whether before
or after the date of this Licence) and shall include any provisions of which they are
re-enactments (whether with or without modification) and any subordinate
legislation made under such provisions.

2. AGREEMENT

2.1

The Publisher agrees to grant to the Licensee the non-exclusive and nontransferable right, throughout the world, to give Authorised Users access to the
Licensed Materials via a Secure Network subject to the terms and conditions of thisLicence, and the Licensee agrees to pay the Fee. The Agent will be responsible forprocessing payment of the Fee (and will be entitled to receive any refund of the Fee)on behalf of the Licensee, unless notified otherwise, in which case the Fee will be
paid by the Licensee direct to the Publisher.

2.2

This Licence shall commence at the beginning of the Subscription Period, for each of
the Licensed Materials as set out in Schedule 1 or in new Schedules to this Licencethat may be added subsequently; and shall automatically terminate at the end of the
Subscription Period, unless the parties have previously agreed in writing to renew it.

2.3

If the Licensee fails to pay any amount payable by it under this Licence, the Publisher
or its Agent shall be entitled but not obliged to charge the Licensee interest on theoverdue amount, payable by the Licensee forthwith on demand, from the due dateup to the date of actual payment, after as well as before judgment, at the rate of 8%
per annum above the base rate for the time being of Barclays Bank plc. Such interest
shall accrue on a daily basis and be compounded quarterly. The Publisher or its
agent reserves the right to claim interest under the Late Payment of Commercial
Debts (Interest) Act 1998.

3. USAGE RIGHTS
3.1

The Licensee, subject to clause 4 below, may:
3.1.1

Make such temporary local electronic copies by means of caching of all orpart of the Licensed Materials as are necessary solely to ensure efficient use
by Authorised Users.

3.1.2

Allow Authorised Users to have access to the Licensed Materials from theServer via the Secure Network.

3.1.3

Provide, or permit the Agent to provide, Authorised Users with integrated
access and an integrated author, article title, abstract and keyword index to
the Licensed Material and all other similar material licensed from otherpublishers.

3.1.4

Use the Licensed Materials as part of an integrated information service for
Authorised Users that will include links between the Licensed Materials andthe Licensee’s own indexes, third party abstracting and indexing services
and other information resources utilised by the Licensee.

3.1.5

Provide single printed or electronic copies of single articles at the request of
individual Authorised Users.

3.2

3.3

3.1.6

Display, download or print the Licensed Materials for the purpose of internal
testing or for training Authorised Users or groups thereof, and for internal
corporate training programmes (in respect of which appropriate
acknowledgement of the source shall be made).

3.1.7

Provide print or electronic copies of the Licensed Materials to national orinternational regulatory authorities for the purposes of, or in anticipation of,regulatory approval or patent and/or trademark applications or other legal
or regulatory purposes in respect of the Licensee’s products or services.

3.1.8

Use the Licensed Materials in print or electronic course packs or reserves forthe benefit of Authorised Users either by (i) making hard or digital copies, or(ii) building stable full-text links that are accessible via the Secure Network
only.

3.1.9

Supply to another library, upon request by that library, either a single paper
copy (by post or fax) or an electronic copy of an individual document fromthe Licensed Materials, for the purpose of research or private study; theelectronic copy must be supplied by secure electronic transmission and must
be deleted by the recipient library immediately after printing a paper copyof the document for its user.

Authorised Users may, in accordance with copyright law and subject to clause 4
below:
3.2.1

Search, view, retrieve and display the Licensed Materials.

3.2.2

Electronically save parts of the Licensed Materials for personal use.

3.2.3

Print off a copy of individual articles or items of the Licensed Materials.

3.2.4

Distribute a copy of individual articles or items of the Licensed Materials inprint or electronic form to other Authorised Users.

3.2.5

Transmit a copy of individual articles or items of the Licensed Materials inprint or electronic form as part of scholarly sharing to any individual who is
not an authorised user provided such transmission is (i) not forcompensation, (ii) for purposes of scholarly exchange of ideas, and (iii) notpart of any systematic dissemination of Licensed Materials.

Nothing in this Licence shall in any way exclude, modify or affect any of theLicensee’s rights under copyright law, including its fair use provisions.

4. PROHIBITED USES
4.1

Neither the Licensee nor Authorised Users may:

4.2

4.1.1

remove or alter the authors’ names or the Publisher’s copyright notices orother means of identification or disclaimers as they appear in the Licensed
Materials.

4.1.2

systematically make print or electronic copies of multiple extracts of theLicensed Materials for any purpose.

4.1.3

mount or distribute any part of the Licensed Material on any electronic
network, including without limitation the Internet and the World Wide Web,other than the Secure Network.

The Publisher’s explicit written permission must be obtained in order to:
4.2.1

use all or any part of the Licensed Materials for any Commercial Use.

4.2.2

systematically distribute the whole or any part of the Licensed Materials toanyone other than Authorised Users.

4.2.3

publish, distribute or make available the Licensed Materials, works based on
the Licensed Materials or works which combine them with any othermaterial, other than as permitted in this Licence.

4.2.4

alter, abridge, adapt or modify the Licensed Materials, except to the extent
necessary to make them perceptible on a computer screen to Authorised
Users. For the avoidance of doubt, no alteration of the words or their orderis permitted.

5. PUBLISHER’S UNDERTAKINGS
5.1

The Publisher warrants to the Licensee that the Licensed Materials used ascontemplated by this Licence do not infringe the copyright or any other proprietaryor intellectual property rights of any person. The Publisher shall indemnify and holdthe Licensee harmless from and against any loss, damage, costs, liability andexpenses (including reasonable legal and professional fees) arising out of any legal
action taken against the Licensee claiming actual or alleged infringement of suchrights. This indemnity shall survive the termination of this Licence for any reason.
This indemnity shall not apply if the Licensee has amended the Licensed Materials in
any way not permitted by this Licence.

5.2

The indemnity in clause 5.1 is subject to the following provisos:
5.2.1

the Licensee promptly notifies the Publisher in writing of the claim or action.

5.2.2 the Licensee makes no admissions or settlements without the Publisher’s
prior written consent.
5.2.3

the Licensee gives the Publisher all information and assistance as the
Publisher may reasonably require.

5.2.45.3

the Licensee allows the Publisher complete control over any negotiations,litigation and the settlement of any such claim or action.

The Publisher shall:
5.3.1

make the Licensed Materials available to the Licensee from the Server in the
media, format and time schedule specified in Schedule 1. The Publisher will
notify the Licensee and the Agent at least sixty (60) days in advance of any
anticipated change of specification in respect of access method, display or
any other feature that may affect the manner in which Authorised Users
access and make use of the Licensed Materials.

5.3.2

use reasonable endeavours to make available the electronic copy of eachjournal issue in the Licensed Materials not later than the day of publicationof the printed version.

5.3.3

provide the Licensee and the Agent, within 30 days of the date of thisLicense, with information sufficient to enable the Licensee to access the
Licensed Material.

5.3.4

use reasonable endeavours to ensure that the Server has adequate capacityand bandwidth to support the usage of the Licensee at a levelcommensurate with the standards of availability for information services ofsimilar scope operating via the World Wide Web, as such standards evolvefrom time to time over the term of this Licence.

5.3.5

use reasonable endeavours to make the Licensed Materials available to the
Licensee and to Authorised Users at all times and on a twenty-four hourbasis, save for scheduled routine maintenance (which shall be notified to the
Licensee in advance wherever possible).

5.3.6

provide adequate and competent technical support and assistance to enable
the Licensee to make proper use of the Licensed Materials.

5.4

The Publisher reserves the right at any time to withdraw from the Licensed
Materials any item or part of an item for which it no longer retains the right topublish, or which it has reasonable grounds to believe infringes copyright or isdefamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give
written notice to the Licensee of such withdrawal. If the withdrawal results in the
Licensed Materials being substantially and materially less useful to the Licensee, theLicensee may within thirty days of such notice treat such changes as a breach of thisLicense under clause 7.1.2 and 7.4.

5.5

Except as expressly provided in this License, the Publisher makes no representations
or warranties of any kind, express or implied, including, but not limited to,
warranties of design, accuracy of the information contained in the Licensed
Materials, merchantability or fitness of use for a particular purpose. The Licensed
Materials are supplied ‘as is’.

5.6

Except as provided in clause 5.1, under no circumstances shall the Publisher be liable
to the Licensee or any other person, including but not limited to Authorised Users,
for any special, exemplary, incidental or consequential damages of any characterarising out of the inability to use, or the use of, the Licensed Materials. Irrespectiveof the cause or form of action, the Publisher’s – or the Licensee’s – aggregate
liability for any claims, losses, or damages arising out of any breach of this Licence,
whether in contract or tort (including negligence) or otherwise, shall in nocircumstances exceed the Fee paid by the Licensee to the Publisher under thisLicence in respect of the Subscription Period during which such claim, loss ordamage occurred. The foregoing limitation of liability and exclusion of certain
damages shall apply regardless of the success or effectiveness of other remedies.

6. LICENSEE’S UNDERTAKINGS
6.1

The Licensee shall:
6.1.1

use reasonable endeavours to ensure that only Authorised Users are
permitted access to the Licensed Materials.

6.1.2

use reasonable endeavours to ensure that all Authorised Users areappropriately notified of the importance of respecting the intellectual
property rights in the Licensed Materials and that they are made aware ofand undertake to abide by the terms and conditions of this Licence.

6.1.3

use reasonable endeavours to monitor compliance and immediately upon
becoming aware of any unauthorised use or other breach, inform the
Publisher and take all steps, including disciplinary action, both to ensure thatsuch activity ceases and to prevent any recurrence.

6.1.4

use reasonable endeavours to issue passwords or other access information
only to Authorised Users and use all reasonable endeavours to ensure that
Authorised Users do not divulge their passwords or other access information
to any third party.

6.1.5

provide the Publisher, within 30 days of the date of this Agreement, withinformation sufficient to enable the Publisher to provide access to the
Licensed Material in accordance with its obligation under clause 5.3.3.
Should the Licensee make any significant change to such information, it will
use reasonable endeavours to notify the Publisher not less than ten (10)days before the change takes effect.

6.1.6

use reasonable endeavours to prevent unauthorised use, but will notindemnify or be held liable by anyone for breach of any terms of this Licenseby an Authorised User or third party provided that the Licensee did notintentionally assist in or encourage such breach or permit such breach tocontinue after having actual notice thereof and provided that the Licenseereasonably cooperates with the Publisher to prevent misuse as stated above.
The Licencee will notify the Publisher immediately on becoming aware of
any unauthorised use, or breach of any terms of this License.
6.2

The Licensee hereby acknowledges that the business of the Publisher is entirely
dependent upon the Publisher’s intellectual property rights in the Licensed Materials,
and that any material and persistent breach thereof constitutes a fundamental
breach of this Licence, in which event, the Publisher will notify the Licensee
immediately in writing and shall have the right to temporarily suspend theLicensee’s access to the Licensed Materials. The Licensee shall be given theopportunity to remedy the breach or infringement within thirty (30) days following
receipt of written notice from the Publisher. Once the breach or infringement has
been remedied or the offending activity halted, the Publisher shall reinstate accessto the Licensed Materials. If the Licensee does not satisfactorily remedy theoffending activity within thirty (30) days, notwithstanding clause 8, this Licence shallimmediately terminate; the Publisher shall be entitled to immediate injunctive relief
and the immediate removal of all electronic copies of the Licensed Materials held by
the Licensee terminate this License without any rebate of the Fee and without
prejudice to any other rights or remedies to which it may be entitled.

6.3

The Licensee shall, in consideration for the rights granted under this Licence, pay theFee within thirty (30) days of receipt of invoice and, if applicable, within thirty (30)days of receipt of invoice relating to each subsequent Subscription Period. For the
avoidance of doubt, the Fee shall be exclusive of any sales, use, value added orsimilar taxes and the Licensee shall be liable for any such taxes in addition to the Fee.

7. TERM, TERMINATION AND ‘PERPETUAL ACCESS’
7.1

7.2

In addition to automatic termination (unless renewed) under clause 2.2, this Licenceshall be terminated:
7.1.1

if the Licensee defaults in making payment of the Fee as provided in thisLicence.

7.1.2

if either party commits a material or persistent breach of any term of thisLicence and fails to remedy the breach (if capable of remedy) within thirty(30) days of notification in writing by the other party.

7.1.3

if either party becomes insolvent or becomes subject to receivership,
liquidation or similar external administration.

On termination all rights and obligations of the parties automatically terminate
except as specifically provided in this Licence.

7.3

On termination of this Licence for cause, as specified in clauses 7.1, the Licensee
shall immediately cease to distribute or make available the Licensed Materials to
Authorised Users.

7.4

On termination of this Licence by the Licensee for cause, as specified in clause 7.1.2
above, the Publisher shall forthwith refund the proportion of the Fee that represents
the paid but un-expired part of the Subscription Period.

7.5

On termination (with the exception of termination in relation to clauses 7.1.1 and7.1.2), the Publisher undertakes to use reasonable endeavours to (i) provide theLicensee with perpetual access to the complete volume/s for which a fully paid
subscription was held (note: this provision does not include access to any part of thearchive that, at the time a valid subscription was held, was offered on acomplimentary basis as part of the subscription, (ii) provide or make arrangements
for a third party (e.g. LOCKSS or Portico) to provide an archive of the Licensed
Materials for purposes of long term preservation and (iii) permit Authorised Users toaccess such archive after termination of this License if the Publisher can no longer
provide access.

8. GENERAL
8.1

This Licence constitutes the entire agreement of the parties and supersedes all priorcommunications, understandings and agreements relating to the subject matter ofthis Licence, whether oral or written.

8.2

Alterations to this Licence and to the Schedules to this Licence are only valid if they
are recorded in writing and signed by both parties.

8.3

Neither party may assign or transfer any of its rights or obligations under thisLicence, except as provided in this Licence in respect of the Agent and the
management of the Server, without prior written consent of the other such consent
not to be unreasonably withheld or delayed, save that the Publisher may assign ortransfer its rights under the Licence without consent provided it gives advancenotice to the Licensee.

8.4

If either party shall come under the control of any third party other than that bywhich it is controlled at the date of this Licence, the other shall have the right
immediately to terminate or renegotiate the terms of this Licence. Control shallmean either the ownership of more than fifty per cent (50%) of the ordinary sharecapital carrying the right to vote at general meetings or the power to nominate amajority of the board of directors.

8.5

Any notices to be served on either of the parties by the other shall be sent by
prepaid recorded delivery or registered post to the address of the addressee as set
out in this Licence or to such other address as notified by either party to the other asits address for service of notices. All such notices shall be deemed to have been
received within 14 days of posting.
8.6

Neither party’s delay or 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 to or destruction of any network facilities) shall be deemed to be, or to giverise to, a breach of this Licence.

8.7

The invalidity or un-enforceability of any provision of this Licence shall not affect thecontinuation or enforceability of the remainder of this Licence.

8.8

Either party’s waiver, or failure to require performance by the other, of any
provision of this Licence will not affect its full right to require such performance at
any subsequent time, or be taken or held to be a waiver of the provision itself.

9. USE OF AN EXPERT TO RESOLVE DISPUTES
9.1

This license shall be governed by and construed in accordance with English law and
the Parties irrevocably agree that any dispute arising out of or in connection withthis License will be subject to and within the jurisdiction of the English courts.

9.2

If any difference arises between the parties on the meaning of this Licence or theirrights and obligations, it shall first be referred to an independent expert appointed
by agreement of the parties, or, in default of an agreement, by the Secretary
General for the time being of the Association of Learned and Professional Society
Publishers.

9.3

Any expert so appointed shall act as expert and not as an arbitrator and his decision(which shall be given by him in writing stating the reasons for his decision) shall befinal and binding on the parties.

9.4

Each party shall provide the expert with such information as he may reasonably
require for the purposes of his decision.

9.5

The costs of the expert shall be borne by the parties in such proportions as theexpert may determine to be fair and reasonable or, if no determination is made by
the expert, by the parties in equal proportions.

AS WITNESS the hands of the parties the day and year below first written

For The Publisher: THE INSTITUTION OF STRUCTURAL ENGINEERS
Signature:

Name (in block capitals): LEE BALDWIN
Position / Title: HEAD OF PUBLISHING
Date:

For The Licencee:
Signature:

Name (in block capitals):
Position / Title:
Date:

SCHEDULE 1: LICENSED MATERIALS, SUBSCRIPTION PERIOD AND ACCESS METHOD
A schedule dated
STRUCTURAL ENGINEERS andto the Licence dated

between THE INSTITUTION OF

LICENSED MATERIALS:
The Structural Engineer magazine
SUBSCRIPTION PERIOD:
Annual - January to December
ACCESS METHOD:
Authentication via assigned subscription number
Authentication via IP address

AS WITNESS the hands of the parties the day and year below first written
For The Publisher: THE INSTITUTION OF STRUCTURAL ENGINEERS
Signature:

Name (in block capitals): LEE BALDWIN
Position / Title: HEAD OF PUBLISHING
Date:

For The Licencee:
Signature:

Name (in block capitals):
Position / Title:
Date:

SCHEDULE 2: LICENSEE’S PREMISES
A schedule dated
STRUCTURAL ENGINEERS andto the Licence dated

between THE INSTITUTION OF

AS WITNESS the hands of the parties the day and year below first written
For The Publisher: THE INSTITUTION OF STRUCTURAL ENGINEERS
Signature:

Name (in block capitals): LEE BALDWIN
Position / Title: HEAD OF PUBLISHING
Date:

For The Licencee:
Signature:

Name (in block capitals):
Position / Title:
Date: