BioMed Central
Consortium of Institutions Members Agreement
AGREEMENT DATE:
PARTIES:
BioMed Central Limited whose registered office is situated at Middlesex House, 34-42
Cleveland Street, London W1T 4LB (“BMC”)
Council of Australian University Librarians, LPO Box 8169, ANU, Canberra, ACT 2601,
Australia (“the Consortium”)
MEMBERSHIP FEE: £30336.00
INSTITUTIONS
Australian National University
Charles Darwin University
CSIRO
Deakin University
James Cook University
La Trobe University
Melbourne University
Monash University
Murdoch University
Swinburne University*
University of Adelaide
University of New South Wales
University of Queensland
University of South Australia
University of Western Australia
University of Western Sydney
University of Wollongong
WEHI
MEMBERS
means the students enrolled or accredited to the Institution and the teaching and research
staff employed by or otherwise accredited to the Institution.
THE TERM: [12] months from the Commencement Date
COMMENCEMENT DATE: 1st of January 2005 except * 19th of January 2005
PRODUCTS (to which each of the Institutions are entitled to a discounted
subscription or license pursuant to clause 2.5)
Arthritis Research & Therapy
Breast Cancer Research
Critical Care
Faculty of 1000 Biology
Genome Biology
Images.MD
All Current Reports Titles
All Current Treatment Options Titles
Protein Structure and Function
Peoples Archive
SPECIAL TERMS:
The parties agree to the terms of this Consortium of Institutions Members Agreement
which incorporates the Consortium Terms and Conditions attached.
……………………………….
BMC
……………………………….
Consortium
Consortium Terms and Conditions
1. Definitions
In this Agreement, unless the context requires the following expressions have the following meanings;
1.1 Members are those persons identified in the Schedule.
1.2 Article Processing Charges means the charges levied by BMC on the submitter of primary research
material prior to publication.
1.3 The Site means the Internet Site at the URL www.BioMedCentral.com
1.4 The Institutions Page means a web page on the Site dedicated to the Member Institution on which
the Institution is able to display its logo (if so required), the articles by authors from that Institution that
have been published in any of the journals published by BMC, and any other articles by authors from
that Institution, provided the bibliographic details are available on an OAI-compliant server at the
Institution
1.5 Institution means each of the Institutions identified in the Schedule.
2. BMC’s Obligations
In consideration of the payments made by the Consortium and subject to the terms and conditions of
this Agreement BMC shall during the term of this Agreement;
2.1
Not charge Members or Institutions Article Processing Charges for any primary research
material submitted by a Member or the Institution that is selected for publication on the Site
2.2
List the Institution on the Web Site as an Institutional Member ;
2.3
Provide a hypertext link from the entry for the Institution on the Institutional Members List on
the Site to the Institutions Page;
2.4
Provide a reasonable number of hypertext links from the Institutions Page and from the articles
listed to the Institutions web site(s), the URLs of which have been provided to BMC;
2.5
Grant a discount of 15% of the applicable subscription price for any institutional subscription or
licence to any of the Products taken by the Institution.
3. Editorial Independence
Nothing herein contained shall oblige BMC to publish any article submitted to BMC by a Member or
an Institution. The Consortium for itself and on behalf of each Institution acknowledges that the
selection of material to be published on the Site is entirely at the discretion of BMC and the
Consortium and each Institution waives any claim it may have against BMC in the event that BMC
refuses or declines to publish any material (or part thereof) submitted by a Member or an Institution.
4. Terms of Publication
The Consortium and each Institution acknowledges that before any material submitted by a Member or
an Institution will be accepted for publication the author and (if different) the owner of any copyright in
such material will be required to agree to BMC’s then existing terms and conditions of publication
(including without limitation the terms relating to Open Access).
5. Institutional Membership Fee
The Consortium agrees to pay to BMC the Membership Fee within 30 days of the Commencement
Date. Provided that BMC is satisfied with the manner in which the Consortium and each Institution has
performed its obligations under this Agreement the Consortium will receive before the end of the Term
an invoice for fees for renewal of the Agreement for a further period of one year. If the Consortium
does not pay the renewal fees by the end of the Term, BMC will assume that the Institution does not
wish to renew the Agreement and the Agreement will terminate. All amounts payable by the
Consortium under this Agreement shall be exclusive of any sales, value added or similar taxes.
6. Term and Termination
6.1
This Agreement shall begin on the Commencement Date and continue for an initial period of the
Term as defined in the Schedule. The Term may be renewed for additional one year periods,
subject to payment of appropriate fees and acceptance thereof by BMC, in accordance with
Clause 5.
6.2
Either party may terminate this Agreement at any time upon written notice to the other if the
other party defaults by failing to perform any obligation on its part. The termination will
6.3
become effective thirty days after receipt of written notice unless, in the case of a remediable
default, during the relevant period of thirty days the defaulting party has remedied the default.
Either party may terminate the Agreement forthwith on notice in writing to the other if the other
party is unable to pay its debts or ceases or threatens to cease to carry on business, goes into
administration, receivership or administrative receivership, or any event analogous to any of the
foregoing occurs in any jurisdiction.
7. Force Majeure
Either party's failure to perform any term or condition of this Agreement as a result of conditions
beyond its control such as, but not limited to, war, strikes, floods, governmental restrictions, power
failures, or damage or destruction of any network facilities or services, shall not be deemed a breach of
this Agreement.
8. Notice
Any notice to be served on either party by the other made under this Agreement shall be in writing sent
by prepaid recorded delivery or registered post to the address of the addressee as set out in the
Schedule or to such other address as notified by either party to the other as its address for service of
notices and all such notices shall be deemed to have been received within 48 hours after posting.
9. Liability
9.1
Neither party excludes or limits liability to the other party for death or personal injury caused
by its own negligence or any other liability the exclusion or limitation of which is expressly prohibited
by law.
9.2
Except as provided for in Clause 9.1 above, the liability of BMC in respect of any and all
claims (whether in contract or in tort) arising out of or in connection with this Agreement is limited in
respect of each event or series of connected events to the greater of US$10,000 or an amount equal to
the Membership Fees paid under this Agreement.
9.3
Except as provided for in Clause 9.1, notwithstanding anything else contained in this
Agreement in no event shall BMC be liable to the Institution for:
(a)
loss of profits, business, revenue, goodwill, anticipated savings; and/or
(b)
indirect, special or consequential loss or damage.
10. Governing Law
The Agreement is governed by and construed in accordance with English Law and the parties agree to
submit to the non-exclusive jurisdiction of the English courts.
11. Severability
In the event any provision of this Agreement is held by a court or other tribunal of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force
and effect.
12. Waivers
No provision of this Agreement or breach thereof may be waived except in writing signed by the party
against whom the waiver is sought to be enforced.
15. Consortium
The Consortium warrants that (a) it has all necessary power and authority to execute this Agreement
for itself and as agent for each Institution and (b) this Agreement shall bind the Consortium and each
Institution as if each Institution were a party to this Agreement.