OPEN LIBRARY OF HUMANITIES LIBRARY PARTNERSHIP
MEMBERSHIP CONTRACT
Open Library of Humanities Limited, a company having its registered office at 3rd Floor, 207 Regent Street,
London, W1B 3HH ("Publisher").
OFFERS to you, the Institution, membership to the Open Library of Humanities on the terms and conditions as
set out in this Agreement.
Acceptance of this Agreement will be by receipt of the Order Confirmation Email (Publisher) (as hereafter
defined) by the Publisher as part of the Jisc Collections Online Ordering Service (as hereafter defined).
Acceptance shall be acceptance of all terms and conditions of this Agreement and no variation or counter offer
will be accepted by the Publisher.
BACKGROUND
1.
The Open Library of Humanities is a peer-reviewed open access, internationally supported, academic led
mega-journal, multi-journal, overlay-journal & books platform for the humanities, with a focus on highquality outputs. To avoid the problems of high article processing charge levels and their unaffordability in
the humanities, the OLH aims instead to implement a collaborative, or collective, funding model for gold
open access in the humanities.
2.
Membership of OLH, contributes to the development, sustainability and governance of a collectivelyfunded platform that returns extremely good value and that could not exist without such investment.
Membership does not pay for direct publication charges from authors of Members, nor for a subscription.
3.
Jisc Collections (as hereafter defined) has developed an online ordering service; the ‘Jisc Collections
Online Ordering Service’, whereby nominated persons can place, order, and manage subscriptions online on
behalf of their institution, which will be used in connection with this Agreement.
4. The terms of this Agreement and the offer were negotiated and agreed between the Publisher and Jisc
Collections.
IT IS AGREED AS FOLLOWS
1.
DEFINITIONS
1.1
In this Agreement, the following terms shall have the following meanings:
"Jisc Collections"
"Jisc Collections Online Ordering
Service"
means Jisc Collections and Janet Ltd (trading as Jisc
Collections) (Company Number 2881024), a company
incorporated in England and Wales whose registered
office is at Lumen House, Library Avenue, Harwell
Oxford, Didcot, Oxfordshire, OX11 0SG.
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.
"Membership"
means membership of the Open Library of Humanities.
"Membership Fee"
means the fee for Membership as set out in Schedule 1.
The fee will be in line with the Offer.
"Membership Period"
means a period of 12 to 36 months from the start date as
set out in the Subscription Order and Acceptance Form.
"Offer"
"Order Confirmation Email
(Institution)"
"Order Confirmation Email
(Jisc Collections)"
"Order Confirmation Email
(Publisher)"
"Site(s)"
"Subscription Order and Acceptance
Form"
means the offer agreed between Jisc Collections and the
Publisher for membership of the Open Library of
Humanities as set out in Annex 1.
means the email to the Institution, automatically generated
by the Jisc Online Ordering Service after the Institution
has completed the Subscription Order and Acceptance
Form, confirming that the Institution has placed the order,
the start and end date of the Membership Period and that
the Institution has agreed to the terms and conditions of
the Membership Agreement.
means the email to Jisc Collections, automatically
generated by the Jisc Online Ordering Service after the
Institution has completed the Subscription Order and
Acceptance Form, confirming that the Institution has
placed the order, the start and end date of the Membership
Period and that the Institution has agreed to the terms and
conditions of the Agreement.
means the email to the Publisher, automatically generated
by the Jisc Online Ordering Service after the Institution
has completed the Subscription Order and Acceptance
Form, confirming that the Institution has placed the order,
the start and end date of the Membership Period and that
the Institution has agreed to the terms and conditions of
the Membership Agreement.
means the OLH megajournal or any journal running on the
OLH platform.
means the form used by Jisc Collections as part of the Jisc
Collections Online Ordering Service. A sample copy of
the form is attached to this Agreement in Annex 2. Once
the completed form has been received by the Jisc
Collections Online Ordering Service, the system
automatically generates an Order Confirmation Email
(Institution) to the Institution, Order Confirmation Email
(Jisc Collection) to Jisc Collections and an Order
Confirmation Email (Publisher) to the Publisher repeating
the information on the form regarding the name of the
Institution, the start and end date of the Membership
Period and confirming the date on which the Institution
accepted the terms and conditions of this Agreement.
1.2
Headings in this Membership Agreement are for reference purposes only and shall not be deemed to be
an indication of the meaning of the clause to which they relate.
1.3
Where the context so implies, words importing the singular number shall include the plural and vice
versa and words importing the masculine shall include the feminine and vice versa.
2.
AGREEMENT
2.1
In consideration for the Membership Fee payable by the Institution to the Publisher, the Publisher will
provide the Institution with Membership of Open Library of Humanities Limited on the terms and
conditions as set out in this Agreement and will perform the obligations as set out in Clause 3.
3.
PUBLISHER OBLIGATIONS
3.1
The Publisher agrees to provide Members with:
3.1.1
a seat on the OLH Library Board, which is responsible for governing the admission of new
journals and for setting year-on-year budgets, in conjunction with the academic board. Board
discussions take place electronically and the seat is held for the lifetime of the Membership;
3.1.2
a yearly report detailing the outputs of the project and the ways in which library funds are
being spent solely to further the enterprise of open access publishing;
3.1.3
access to all outputs from the OLH platform (which are open access);
3.1.4
a listing on the Open Library of Humanities website as a Member;
4.
EDITORIAL INDEPENDENCE
4.1
Nothing herein contained shall oblige the Publisher to publish any article submitted to the Publisher by
the Institution. The Institution acknowledges that the selection of material to be published on the Sites
is entirely at the discretion of the Publisher and the Institution waives any claim it may have against the
Publisher in the event that the Publisher refuses or declines to publish any material (or part thereof)
submitted by the Institution.
5.
RESPONSIBILITIES OF INSTITUTION
5.1
The Institution agrees to:
5.1.1
pay the Publisher the Membership Fee for the
Schedule 1.
Membership Period in accordance with
6.
TERM AND TERMINATION
6.1
The term of this Agreement will commence upon the start date as set out in the Subscription Order and
Acceptance Form (and subsequently in the Order Confirmation Email (Institution) and Order
Confirmation Email (Publisher)) and will remain in full force and effect until the end of the
Membership Period as set out in such Subscription Order and Acceptance Form, unless terminated
earlier as provided for in this Clause 7.
6.2
The Institution may terminate this Agreement at any time without cause on the anniversary date as set
out on the Subscription Order and Acceptance Form (and subsequently in the Order Confirmation
Email (Institution)) by giving the Publisher and Jisc Collections sixty days’ notice to that effect.
6.3
Any party may terminate this Agreement at any time on the material breach or repeated other breaches
by the other of any obligation on its part under this Agreement by serving a written notice on the other
identifying the nature of the breach. The termination will become effective thirty days after receipt of
the written notice unless during the relevant period of thirty (30) days the defaulting party remedies the
breach forthwith by written notice to the other party.
7.
FORCE MAJEURE
7.1
Either party’s failure to perform any term or condition of this Agreement as result of circumstances
beyond the control of the relevant party (including without limitation, war, strikes, flood, governmental
restrictions, and power, telecommunications or Internet failures or damages to or destruction of any
network facilities ["Force Majeure"] shall not be deemed to be, or to give rise to, a breach of this
Agreement.
7.2
If either party to this Agreement is prevented or delayed in the performance of any of its obligations
under this Agreement by Force Majeure and if such party gives written notice thereof to the other party
specifying the matters constituting Force Majeure together with such evidence as it reasonably can give
and specifying the period for which it is estimated that such prevention or delay will continue, then the
party in question shall be excused the performance or the punctual performance as the case may be as
from the date of such notice for so long as such cause of prevention or delay shall continue.
8.
ASSIGNMENT
8.1
Except as permitted for under this Agreement, neither this Agreement nor any of the rights and
obligations under it may be assigned by either party without obtaining the prior written consent of the
other party, such consent shall not unreasonably be withheld or delayed. In any permitted assignment,
the assignor shall procure and ensure that the assignee shall assume all rights and obligations of the
assignor under this Agreement and agrees to be bound to all the terms of this Agreement.
9.
LIABILITY
9.1
Except as provided for in Clause 9.2, neither the Institution nor the Publisher will be liable to
the other in contract or negligence or otherwise for:
9.2
i)
any
special,
indirect,
incidental,
punitive
or
consequential
damages;
ii)
iii)
loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or
for any increased costs or expenses.
No party limits its liability for:
i)
death or personal injury to the extent it results from its negligence, or of its employees or
agents in the course of their engagement; and
ii)
its own fraud or that of its employees or agents in the course of their engagement.
10.
GOVERNING LAW AND DISPUTE RESOLUTION
10.1
This Agreement 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 with this Agreement will be subject to
and within the jurisdiction of the English courts.
11.
NOTICES
11.1
All notices required to be given under this Agreement shall be given in writing in English and sent by
courier, or special delivery to the relevant addressee at its address set out below, or to such other
address as may be notified by either party to the other from time to time under this Agreement, and all
such notices shall be deemed to have been received three (3) days after the date of posting in the case
of special delivery or despatch in the case of courier:
if to the Institution:
[insert details]
if to the Publisher
Dr. Martin Eve
Open Library of Humanities Limited
3rd Floor
207 Regent Street
London
W1B 3HH
12.
GENERAL
12.1
This Agreement, its Schedules and Annexes constitute the entire agreement between the parties relating
to the Products and supersede all prior communications, understandings and agreements (whether
written or oral) relating to its subject matter and may not be amended or modified except by agreement
of both parties in writing.
12.2
The Schedules and Annexes shall have the same force and effect as if expressly set in the body of this
Agreement and any reference to this Agreement shall include the Schedules and Annexes.
12.3
The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation
in force of the remainder of this Agreement.
12.4
The rights of the parties arising under this Agreement shall not be waived except in writing. Any
waiver of any of a party's rights under this Agreement or of any breach of this Agreement 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 Agreement 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.
SCHEDULE 1: MEMBERSHIP FEE
1.
By completing the Subscription Order and Acceptance Form as part of the Jisc Collections Online
Ordering Service, the Institution accepts the terms of this Agreement and accepts that it must pay to the
Publisher the total sum of the Membership Fee for the Membership Period in accordance with the
applicable Jisc Collections charging band as set out in the Offer. All prices are exclusive of VAT,
which will be payable by the Institution where applicable.
2.
The Membership Fee shall fall due and payable by the Institution within 45 days on receipt by the
Institution of the Publisher’s invoice.
SCHEDULE 2: PRODUCTS
The Open Library of Humanities will publish peer reviewed journal articles under one of the Creative Commons
Attribution licenses (selected by the author) and that will be free to read (“open access”).
These journal articles will appear in:
1.
2.
The “OLH Megajournal”; a new publication venue that spans the humanities disciplines.
A range of existing journals that will move on to the OLH platform. These are currently under
negotiation. We expect a minimum of three existing journals to come on board at launch and for this to
grow as a transition strategy in future years.
If participating libraries so desire, the Open Library of Humanities may enter into negotiations with any of
Cambridge University Press, Oxford University Press, Harvard University Press or Open Book Publishers to
publish a range of books open access. This will only be possible if enough institutions participate in the scheme
and then vote, through the library board, to go ahead. Precise details will be discussed with participants at this
time.
The OLH has a cost of approximately £250 per article that we publish that will go to our technological
suppliers. Additional costs of publication go to fund business overheads. A full transparent breakdown of costs
and publications will be provided to libraries on a yearly basis.
ANNEX 1: OFFER
1. The Membership Fees are: £800 per year.
2. Membership is available for a period of 1, 2, or 3 years.
3. The Publisher agrees to provide Members with:
3.1.1
a seat on the OLH Library Board, which is responsible for governing the admission of new journals
and for setting year-on-year budgets, in conjunction with the academic board. Board discussions take place
electronically and the seat is held for the lifetime of the Membership;
3.1.2
a yearly report detailing the Products of the OLH and the ways in which library funds are being spent
solely to further the enterprise of open access publishing;
3.1.3
access to all Products from the OLH platform (which are open access);
3.1.4
a listing on the Open Library of Humanities website as a Member;
4. The Publisher notes the following for informational purposes:
4.1.1
the Open Library of Humanities is a not-for-profit (UK company limited by guarantee) open access
publisher, the sole mission of which is to publish high-quality material to make it available for all. It has no
shareholders and operates on an extremely cost-effective model;
4.1.2 members should be aware that they are not paying for their own authors to publish, nor for a
subscription, but rather to build and sustain and govern a collectively-funded platform that returns extremely
good value and that could not exist without such investment
ANNEX 1 – SUBSCRIPTION ORDER AND ACCEPTANCE FORM (EXAMPLE)