In this section:
Terms and conditions of contract with Collective Ink Ltd.
MEMORANDUM OF AGREEMENT between author/authors (hereinafter called "the Author", which includes the Author's executors and assigns) of the one part and Collective Ink Ltd. of 3 East Street, Alresford, Hampshire, SO24 9EE, United Kingdom, (hereinafter called "the Publisher", which expression includes any publishing imprint or subsidiary associated with the Publisher and the Publisher's assigns or successors in business) of the other part; concerning a text original to the Author, and any other materials detailed in this Agreement, to be published by the Publisher and provisionally entitled as stated on the contract details page (hereinafter called 'the Work').
1. Rights and territories
The Author grants to the Publisher during the legal term of copyright the rights (a) to produce and publish and sell the Work and to sub-license it either as a whole or in part.
(b) to exploit and sell all volume rights and subsidiary rights to the Work, including ebooks and audiobooks. All rights not expressly granted by the Author to the Publisher shall be reserved by the Author.
(c) The rights granted to the Publisher under clause 1 shall be sole and exclusive throughout the world in all languages, unless otherwise stated on the Work's Contract details page on the Publisher's website.
See also Contract Terms.
2. Delivery, acceptance and Publisher's responsibility to publish
(a) The Author shall complete and upload the Work to the Publisher's website following the guidelines supplied. For more information see Author Guide CHAPTER 8: PREPARING YOUR MANUSCRIPT and UPLOADING YOUR MANUSCRIPT.
(b) Should the Author fail to deliver the Work within a period of twelve months from signing the Agreement, unless prevented by force majeure, and unless agreed otherwise by both parties in writing, the Publisher shall be at liberty to decline to publish the Work and terminate the Agreement.
(c) The Publisher shall accept the Work if this contract is based on submission of final or draft manuscript. If based on a sample or synopsis, the Publisher shall accept the Work if the Work is delivered by the Author shall be technically competent and shall reasonably conform to the specifications set out on the Publisher's website. The Publishers' decision as to the acceptability and suitability of the Work for publication shall be final. The Publisher agrees not to make any significant alteration to the editorial content of the work without the permission of the Author.
(d) The Publisher shall, unless otherwise mutually agreed in writing or unless prevented by force majeure or by delays on the part of the Author in responding to editing queries and proof corrections or other circumstances beyond its control, or unless the Work needs rewriting or structural editing which has been agreed between Publisher and Author, produce and publish the Work within eighteen months of delivery. For more information see PUBLISHING TIMELINE.
(e) If the Publisher fails to publish the Work by the due date or any extension of that date mutually agreed in writing the Publisher's rights to publish the Work shall cease without further notice and the Author shall be at liberty to publish the Work elsewhere.
3.Competing work, warranties and indemnities
(a) The Author shall not prepare or publish any work of a nature which may be reasonably considered by the Publisher to be in such a similar style as to likely compete with or to affect prejudicially the sales of the Work or the exploitation of any rights in the Work granted to the Publisher under this Agreement for three years from the date of this Agreement.
(b) The Author warrants to the Publisher that
(i) the Author is the beneficial owner of the complete copyright in the Work;
(ii) the Author is entitled to enter into this Agreement and to grant the rights hereby licensed to the Publisher;
(iii) the Work is original to the Author and to the best of the Author's knowledge has not been published in book form anywhere in the world (unless the Author has made that clear in the Proposal) and the Author has not made any arrangement or grant of any interest in the copyright in the Work which would infringe the rights hereby granted to the Publisher;
(iv) the Work does not infringe any copyright belonging to any other party and any fees, royalties or commissions due to any person, firm or company having an interest in the copyright in the work or in any material included in the Work have been or will be paid by the Author;
(v) the Work in no way violates any other rights of any person, firm or company;
(vi) all statements contained in the Work purporting to be facts are true and the Work does not and shall not contain any advice, instruction, recipes or formulae which, if the user were reasonably to act thereupon, could cause illness or damage or loss to such user or to third parties; and
(vii) the Work is not and has not been the subject of any complaint, claim, allegation or legal proceedings.
(c) In the event of any claims, demands, actions, suits, liabilities and similar arising out of any actual or alleged breach of any of the warranties given by the Author (see Libel) the Publisher reserves the right, with prior notice to the author, to withdraw the book from publication and compromise or settle any claim on the advice of the Publishers legal advisors, and the Author agrees to contribute half (50%) of any costs so incurred.
(d) Should the Publisher's legal advisers advise the Publisher that any part of the Work may be considered objectionable or actionable at law the Publisher will make such alterations to the Work as seem to be appropriate; but any such alterations shall not affect the Author's warranties and indemnities under the Agreement.
(e) The Author acknowledges and agrees that no warranties are given by the Publisher in respect of the Work or its use or exploitation by the Publisher save those expressly set out (if at all) in this Agreement, and the Publisher expressly disclaims all such other warranties (whether express or implied) to the fullest extent permissible by law.
(f) These provisions shall survive expiry or termination (for whatever cause) of this Agreement.
4. Textual copyright material, other material and Illustrations
(a) Should the text of the Work contain extracts from other copyright works, the Author shall at the Author's own expense (unless otherwise mutually agreed in writing) obtain from the owners of the respective copyrights written permission to reproduce such extracts in the Work in all territories and editions and in all forms which are the subject of this Agreement, except in cases where the use of such extracts falls under "fair use" provision or practices, as described in the publisher's guidelines in the website; see Copyright questions.
(b) The Author shall supply any foreword, preface, introduction, captions, tables, graphs, appendices, bibliography or index (hereinafter called "the Other Materials") that the Author wishes to appear in the book, at the same time the manuscript is delivered.
(c) The Publisher shall be entirely responsible for design and any embellishments for the book.
(d) If the Author shall, on delivery of the Work and by mutual agreement, supply to the Publisher photographs, and / or pictures, maps, diagrams and other material which have been agreed to be necessary it will be at no extra cost to the Publisher, unless otherwise agreed in writing.
(e) In respect of any copyright illustrated material supplied by the Author under Agreement the Author shall obtain from the owners of the respective copyrights written permission to reproduce exclusively such material in the Work and in all territories and editions and in all forms which are the subject of this Agreement.
5. Editorial, production and promotion responsibility, and author corrections
(a) All matters relating to the publication of the Work, including the paper, printing, design, binding and cover and / or jacket, the manner and extent of promotion and advertising, the number and distribution of free copies for the press or otherwise, the print number and the price and terms of sale of the first or any subsequent edition or impression of the Work shall be under the entire control of the Publisher, and are described in the website.
(b) Further services are available to be purchased by the Author if required. The Author can request these with the contract, or at a later stage. In either case, the Publisher will forward an invoice and the work required will begin on payment.
(c) The Publisher reserves the right to charge for author corrections as described in the website.
(d) The publisher will add author’s other titles (if any) to the prelims if the author includes them in the manuscript when entered on the Production page. The promotion of any titles in the end pages follows a standard formula and is at the discretion of the publisher.
6. Royalties Payable
Subject to the terms and conditions set out in this Agreement the Publisher shall make payments to the Author as set out in the contract details on the title page of the Publisher's website, in respect of sales of the Work (of the Publisher's own editions; editions published by other language publishers are dealt with under subsidiary rights) for the following. No advance is payable.
(a) Electronic/Digital Versions and ebooks
Standard ebook conversion costs vary from book to book (see EBOOK). In the unlikely event that a conversion is particularly complex and costly, the Publisher will notify the author of the supplemental amount needed for an ebook release. If the Publisher does not bring out an electronic/digital version within 3 months of the printed version, electronic/digital rights revert to the author.
(b) Audio format sales – 10% of Publishers’ Receipts (physical) and 20% of Publishers’ Receipts (digital) for audio produced by the Publisher, TenderTheory or Watkins Media. If the Publisher does not bring out an audio format version within 12 months of the printed version, audio rights revert to the author.
Audio rights – 60% of Publishers' Receipts
(c) Printed books
(d) Remainder Sales
On disposal of stock at or below cost of production, no royalty shall be payable. No copies will be remaindered within the first three years. The Author to be given the option of buying remaindered stock at cost if more than 100 copies involved in the country of Author's residence.
For the purposes of this Agreement, "net receipts" shall mean the amounts received by the Publisher. The amounts received are after the deduction of any discounts off the retail price taken by retailers, wholesalers, agents or other third parties. No deductions are made from the net receipts from the amount received for print or promotion costs, or any other costs incurred by the publisher.
No royalties shall be paid on copies of the Work given away or sold to the Author or in the interests of the sale of the Work including review copies, copies lost through theft or damaged or destroyed in transit or otherwise.
The Publisher reserves the right not to pay royalties or sums otherwise due to the Author until payment for the sale of copies or any other payment due to the Publisher is received by the Publisher.
7. Subsidiary rights
(a) During the term of this Agreement and in the territories and languages the subject of this Agreement the Publisher shall control the following volume and subsidiary rights in the Work and the Author hereby grants to the Publisher such rights in the Work, in so far as such rights are not granted here, and the Publisher shall pay to the Author the percentage of 60% of the Publisher's royalty receipts, after deduction of any third party agents' fees and any withholding tax where applicable, from any sale, exploitation or license of such rights.
This applies to:
Book Club (on a separate royalty basis); Overseas Editions in English (eg; India) (if published by another publisher on a separate royalty basis): Translation (if published in translation by another publisher on a separate royalty basis): Serial Rights (i.e. the right to publish one or more extracts from the Work in successive issues of periodical or newspaper: Quotation and Extract Rights: Anthology Rights: Digest Rights (i.e. the right to publish an abridgement of the complete Work in a single issue of a journal, periodical or newspaper, in full or shortened form): One-Shot Periodical Rights (i.e. the right to publish the complete Work in a single issue of a journal, periodical or newspaper): Sub-Licensed Paperback Rights: Hardback Reprint Rights (i.e. the right to publish a straight reprint of the complete Work, without notes or annotations, in hard covers): Educational Reprint Rights (i.e. the right to publish an educational edition of the Work, with notes and/or other educational apparatus, in hard or soft covers): Large Print Rights (i.e. the right to publish a straight reprint of the complete Work in large type, primarily for readers with visual handicaps, in hard or soft covers).
This Agreement does not include any film rights, or merchandising rights, or apply to anything other than the text of the book and any illustrations or design or embellishments involved in the formatting of the book.
8. Statements of sales, VAT and British Income tax
(a) The Publisher shall prepare accounts of the sales of the Work twice annually to the 30th day of April and the 31st day of October, with any payments due to be made within 60 days. Royalties are paid in $ dollars to authors living in North America and £sterling to authors living elsewhere. The publisher reserves the right to carry forward amounts under £60/$100 to the next payment period.
(b) Should any dispute arise and upon reasonable written notice and during the Publisher's normal business hours the Author or the Author's appointed representative shall have the right to examine the Publisher's records of account at the place at which they are normally kept, in so far as such records relate to sales and receipts in respect of the Work. Such examination shall be at the cost of the Author unless errors in excess of £25/$50 due to the Author shall be found, to the disadvantage of the Author, in respect of the last preceding accounting period, in which case the cost of such examination shall be borne by the Publisher. Any amount thereby shown to be due to the Author shall be paid to the Author on receipt by the Publisher of the Author's account relating thereto.
All moneys due under the terms of this Agreement are exclusive of any VAT (Value added Tax) due, in countries where this is applicable. The Publisher therefore requires details of the Author's VAT registration number where it is applicable. Should the Author fail to supply a VAT registration number the Publisher shall not pay VAT on any sums due under the terms of this Agreement.
If VAT or other sales tax is imposed upon books, such VAT or other sales tax shall be excluded from the basis for royalty calculation.
(d) British Income Tax (only applicable to authors of British nationality living outside the UK); Where a UK Author is resident outside the United Kingdom the Author is liable under UK law to be charged British income tax at the standard rate and the Publisher must deduct this from any sums due to the Author unless there is a double taxation agreement between the United Kingdom and the country in which the Author resides or unless the Author has applied on the appropriate form (obtainable from the Publisher) to the Foreign Dividends Office in the United Kingdom for exemption and this has been granted. (This does not apply to British Authors living in the USA, Canada, South Africa, Australia, New Zealand, India, or any EEC countries, or Authors of any other nationality).
9. Name of Author, copyright and moral rights
(a) The Publisher shall ensure that the name of the Author appears as with due prominence on the title page and on the front of the cover, and spine (if room allows).
(b) The Publisher shall arrange for the following text copyright notice to appear in all copies of the Work issued by them and in any licensed edition:
Text © (Author)
followed in each case by the year of publication.
As specified in the Copyright, Designs and Patents Act 1988 the Author asserts the Author's rights to be identified as the author of the Work and the Publisher undertakes to include an assertion to that effect in each copy of its own edition of the Work and in any edition of the Work sub-licensed or co-published and shall use their best endeavors to ensure that the same is included in any edition of the Work published in any other territory where such an assertion is applicable. Failure to do so however shall not constitute a breach of the terms of this Agreement.
10. Author's Copies
(a) The Author shall be entitled to receive on or before publication 6 free copies of the Work and shall be entitled to purchase further copies at 50% discount plus carriage for personal use and for resale but not for resale to the book trade (any other titles on the list may also be purchased at 50% ). On single orders of 500 copies or above the discount increases to 55%, 1,000 to 60%, 2,500 and upwards to 65%. The Author shall receive 1 copy of any sub-licensed edition on receipt of such sub-licensed edition by the Publisher.
(b) If the author has pre-order commitments through a crowdfunding site such as, but not limited to, Publishizer, then it is the author's responsibility to fulfill these orders themselves.
11 (a) Either party (hereinafter called "the Terminating Party") shall have the right to terminate this Agreement by giving written notice to the other (hereinafter called "the Other Party") upon the happening of any of the following events:
(i) if the Other Party commits a material breach of this Agreement and does not rectify such a breach within three months after receiving written notification from the Terminating Party thereof (providing that such breach is not due to circumstances beyond the control of the Other Party);
(ii) if the Work becomes out of print and is not available in any English language edition sold by the Publisher or in any English language edition published under license from the Publisher and the Publisher has not within six months of a written request from the Author or the Author's representatives put in hand a new edition or impression and published or sublicensed the rights to publish the same within six months thereafter. Electronic editions or "print on demand" editions do not constitute as being in print unless by agreement with the Author;
(iii) if an order is made or an effective resolution passed for the liquidation of the Publisher other than voluntary liquidation for the purposes of reconstruction or amalgamation only.
(b) The Publisher may terminate this Agreement at any time after 36 months from the date of this Agreement for any reason and without penalty at which point all rights granted to either party shall thereupon cease and revert.
(c) The provisions of sub-clauses (a) (i) and (ii) and (b) above shall not prejudice:
(i) payment of any sums due from either party to the other,
(ii) any rights of the Publisher or its licensees under other agreements concerning the Work which have been properly entered into, but which the Publisher shall not have the right to extend or renew.
(iii) the right of the Publisher to continue to sell any remaining stock on hand at the date of termination of this Agreement for a period of twelve months.
(iv) any claim of either party against the other or any third party which has accrued prior to the date of such termination Each party shall notify the other promptly of any change of address. Any notice, consent or request for consent required under this Agreement shall be deemed to have been served properly if sent by pre-paid first class recorded delivery post to the last-known address of the party to be served.
This Agreement constitutes the entire and sole agreement between the parties with respect to its subject matter and supersedes any and all previous agreements and understandings in respect thereof, whether written or oral. No amendment or variation to this Agreement shall be binding unless made in writing and signed by both parties.
As used herein force majeure shall include but is not limited to acts of God, fire, war, earthquake, strike, lockout, labor controversy, civil commotion, acts or restrictions of governmental agencies, orders of court, shortages or interruptions of facilities or materials supply and any other circumstances beyond the Publishers or Author's control which may affect the Publishers, their suppliers or the Author.
If any dispute that cannot be resolved by mutual consent arises between the parties in connection with this Agreement it shall in the first instance be referred to the Informal Disputes Arbitration of the Publishers' Association (London) and, failing agreed submission by both parties to such Arbitration, to the arbitration of two persons (one to be named by each party) or to a mutually-agreed umpire in accordance with the provisions of the Arbitration Act 1996 or any amending or substituted statute for the time being in force.
The headings in this Agreement are for convenience only and shall not affect its interpretation.
Regardless of its place of physical execution this Agreement shall be subject to English law; and in respect of any matter not wholly resolved in accordance with Clause 33 shall be subject to the jurisdiction of the English Courts.
The Author is aware of the more detailed information on the publishing process in the company links provided and the Publisher reserves the right to refer the Author to the relevant passages. These guidelines are not legally binding as part of this contract, but the Author agrees to follow them to the best of his/her ability.