Standard Terms and Conditions

The following terms and conditions shall form a part of each CO-EDITION Order Sheet between the Proprietor and the Publisher concerning the Work. Unless otherwise defined below, the definitions in the Order Sheet apply.

The Order Sheet may contain additional terms and conditions that supplement or modify the terms and conditions listed below. The publisher agrees to having read and accepted these terms and conditions. Unless specified otherwise, the definitions are as stated in the Order Sheet. These terms and conditions and the Order Sheet are together the "Agreement".

  1. ACCEPTANCE: The Order Sheet constitutes an offer by the Proprietor to the Publisher regarding the Work in accordance with these terms and conditions.
    1. The Order Sheet shall be deemed to be accepted on the earlier of:
      1. the Publisher issuing written acceptance of the Order Sheet which may be via email; or
      2. signature of the Order Sheet by both parties; or
      3. any act by the Publisher consistent with fulfilling the Order Sheet including without limitation accepting delivery of the Work or a digital data file of the Work in accordance with the Order Sheet; at which point and on which date the Agreement shall come into existence (‘Commencement Date’).
    2. A request for the right to publish the Work by the Publisher is effective and expressly conditional on the Publisher’s agreement to any Order Sheet provided, and all terms and conditions specified herein that are additional to or different from those stated in any Publisher terms or other offering documents. Any addition to, change in, modification of, or revision of the terms of this Agreement shall not be binding unless expressed in writing by the Proprietor.
    3. The additional terms in Appendix 1 will apply since the Proprietor will produce, print and deliver Copies of the Work.
  2. LICENCE and territory>
    1. In consideration of the payments in this Agreement and subject to the provisions of this Agreement, the Proprietor grants to the Publisher the exclusive licence to promote, publish, produce, manufacture, distribute, transmit, display and sell the Licensed Edition of the Work (in the form and Language specified in the Order Sheet) and to exercise the subsidiary rights detailed under Clause 2 (which expression shall include all editions published by the Publisher through wholesale and retail booksellers) throughout the Territory for the Term.
    2. If specified as granted to the Publisher in the Order Sheet, the Proprietor hereby grants to the Publisher the exclusive right to promote, sell and digitally-deliver the Licensed Edition of the Work in eBook form via any form or method of production or transmission other than print in non-dramatic versions, now known or hereinafter developed, intended to make the Work in the Language available in visual form for reading, including but not limited to electronic and digital book versions including, without limitation, computer software media (including, without limitation, CDs, DVDs and any and all other media now known or hereafter invented or developed), information storage, production or retrieval systems or databases, eBooks, electronic or digital transmission via the Internet, satellite or otherwise. Such electronic productions may include bookmarking, highlighting, a dictionary tool, non-dramatic audio and/or animation and/or such other features as are, or may become, customarily included in such electronic productions. No other audio or audio-visual rights are granted in the Work and it is understood that no audio, stage, radio, television or theatric, merchandising or other ancillary rights are otherwise granted. If not specified as granted in the Order Sheet, these rights are not automatically granted.
    3. In the event that the Proprietor or a third party produces an audio-visual version, series or adaption of the Work (Programme), the Publisher will liaise with any appointed television production company and/or broadcaster and/or financier over promoting such Programme on the Publisher’s Copies of the Work.
    4. The Publisher is responsible for ensuring that if the Licensed Edition is sold via an online retailer, meaning any retailer conducting business via the internet and includes the sale of all physical and eBook editions (provided the electronic edition is the verbatim text of the Work), then sales will be limited in the Territory specified in the Order Sheet.
    5. Except as otherwise provided under the terms of this Agreement, the Publisher has no interest in or control over dramatisation, documentary, animation or merchandising rights in, based on or deriving from the Work and the Proprietor or the Author or the Author’s agent may permit the printing, publication and distribution in the language and territories licensed to the Publisher under this Agreement of synopses (including quotations and/or illustrations) of the Work or of the Licensed Edition of not more than 10% of the total extent thereof for the purpose of sale or promotion of such rights.
    6. The Proprietor reserves the right to publish and distribute separately worldwide in any media a separate edition of the Work for a TV tie-in.
  3. DURATION
    1. The initial term (“the Term”) of the licence granted under Clause 1 shall be as specified in the Order Sheet from the date of this Agreement.
    2. The Publisher commits to use best endeavours to market and distribute the Work throughout the Term. The Publisher shall promote the sale of the Licensed Edition actively throughout the Territories granted to the Publisher under this Agreement.
    3. Any renewal or extension of the Term shall be at the sole discretion of the Proprietor and on terms and conditions to be subject to mutual agreement. The party desiring renewal or extension of the Term shall give notice thereof to the other party no later than six months prior to expiry of the Term.
    4. The Publisher shall not exercise any of the subsidiary rights in the Licensed Edition granted during the final year of the Term without the Proprietor’s prior written consent.
  4. TRANSLATION
    1. The Proprietor shall supply to the Publisher, if available, up to two (2) free copies of the Work for translation purposes. The Publisher shall translate the Work for the Licensed Edition in the Language from the current English language edition of the Work faithfully and accurately by a competent translator (Translation).
    2. The translation in the Language for the Licensed Edition shall not abridge, expand or otherwise alter or adapt the Work in any way without the prior written consent of the Proprietor.
    3. The Publisher’s translated edition of the Work in the Language shall not be made available for commercial exploitation outside the terms of this agreement without the prior written approval of the Proprietor.
    4. All right, title and interest to the Intellectual Property Rights in such translation of the Work are hereby assigned to the Proprietor. The Proprietor hereby grants an exclusive right to the Translation.
    5. Subject to the Proprietor hereby granting the Publisher an exclusive right to the Translation for the rights granted herein for the Term and Territory in the Order Sheet, the Publisher hereby irrevocably and unconditionally grants and assigns to the Proprietor all right, title and interest in and to the Translation and any adaptation or contribution to the Work (including, without limitation, all copyright, trademark and design rights), whether vested or contingent, including any existing and future alterations and revisions thereto and versions thereof, and the right to exploit the same in any and all media and by any and all means, whether now known or hereafter devised, all rights incidental, ancillary or allied to any of the foregoing in and to the Work and the Translation for the Proprietor to hold the same absolutely, throughout the universe, for the full period of copyright wherever subsisting or acquired, and all renewals, reversions, revivals and extensions thereof, and thereafter (insofar as is or may become possible) in perpetuity (together, the Rights).
    6. Waiver of Moral Rights: The Publisher hereby irrevocably and unconditionally waives (and shall procure the waiver from any translators) in perpetuity (subject to any right to credit in respect of the Translation) the benefit of any provision of law known as moral rights in relation to the Translation and any adaptation or contribution to the Work, whether arising under sections 77 to 85 (inclusive) of the Copyright, Designs and Patents Act 1988, as amended, or otherwise, and the benefits of any provision of law known as “droit moral” or any similar law in any country of the universe.
  5. ILLUSTRATIONS
    1. The Licensed Edition shall only include illustrations from the Work unless otherwise agreed in writing. This Agreement covers the licence of any illustrations included in the Work, and the Publisher is not obligated to pay for any such licence. The Publisher is only free to use the illustrations within the context of the Work.
    2. The use of illustrations for promotion of the Work is limited to advertisements and reviews of the Work in newspapers and magazines, television and the Internet, and for use in promotional catalogues.
  6. COPYRIGHT MATERIAL
    1. On request, the Proprietor shall supply the Publisher with details of the copyright owners of literary and artistic material included in the Work the copyright in which and rights to license reproduction thereof in the Licensed Edition are not owned or controlled by the Proprietor. Any font material supplied is for display purposes only and their supply should not be taken as permission from the Proprietor for their use.
    2. Nothing in this Agreement shall be deemed to grant, license or otherwise transfer any rights in such literary and artistic material in the Work to the Publisher.
  7. COPYRIGHT NOTICE
    1. The Publisher shall include in all copies of the Licensed Edition the name of the Author/Illustrator in the form in which it appears in the Work and with due prominence on the title page, binding and jacket or cover. The Publisher shall also include in all copies of the Licensed Edition the copyright notice detailed in the Order Sheet which appears in the original edition of the Work.
    2. Upon request the Publisher shall submit a copy of the page of the Licensed Edition containing the notices referred to in this sub-clause to the Proprietor for approval before supplying materials for printing.
    3. The Publisher shall take all reasonable steps including registration where applicable to protect the copyright in the Licensed Edition in the territories granted to the Publisher under this Agreement.
    4. The Publisher shall inform the Proprietor promptly of any infringement of the copyright in the Work or in the Licensed Edition of which they become aware and shall take such action (including legal proceedings) as the Proprietor reasonably requires for the protection of such copyright. Action to protect the copyright in the Work shall be at the Proprietor’s expense and the Publisher shall take no such action without the Proprietor’s prior consent. Action to protect the copyright in the Licensed Edition shall be at the Publisher’s expense and the Publisher shall be entitled to retain any damages or other compensation received. A reasonable sum to be discussed in good faith shall be paid to the Proprietor out of any monies received (settlement or damages) once Publisher’s legal costs of the claim have been recouped.
  8. PUBLICATION AND SALE
    1. Except as otherwise specified in this Agreement all details of publication, sale and advertisement of the Licensed Edition and the number and destination of free copies shall be at the sole discretion and expense of the Publisher.
    2. The Publisher shall notify the Proprietor of the proposed publication dates and prices of each edition of the Licensed Edition published by or under licence from the Publisher. If requested by the Publisher, no copies of the Licensed Edition shall be released or made available for sale prior to a UK serialisation of the Work.
    3. If requested by the Publisher, no publicity for the Licensed Edition is to be published or distributed prior to a UK serialisation of the Work.
  9. GRATIS COPIES
    1. The Proprietor shall retain three gratis copies from any edition of the Licensed Edition. The Proprietor shall be entitled to purchase further copies of the Licensed Edition at lowest trade price and the cost of such copies shall be debited against the royalty account maintained by the Publisher in respect of the Licensed Edition.
    2. At the time of sending to the Proprietor gratis copies of any edition of the Licensed Edition and at such other times as the Proprietor may request, the Publisher shall inform the Proprietor of the publication date and recommended retail or the suggested customer price of such edition.
  10. Accountancy
    1. All payments due to the Proprietor under this Agreement shall be made in the currency specified by the Proprietor by bacs transfer (unless otherwise agreed), without deductions for exchange, transfer charges or otherwise, to:
    2. The Proprietor shall execute a claim for exemption from double taxation if such exemption shall be available and the Publisher shall supply the necessary claim form or other documentation for that purpose on signature of this Agreement.
    3. If the Publisher are obliged to deduct tax from any sums paid to the Proprietor under this Agreement, the Publisher shall supply to the Proprietor a valid certificate from the relevant tax authority in respect of such deduction.
    4. The Proprietor or the Proprietor’s representative shall have the right upon written request to inspect the records of account of the Publisher in so far as such records relate to the Work and the Licensed Edition and the Publisher shall keep accurate accounts and records (together with all supporting vouchers) in respect of the printing and sale of the Licensed Edition and of all matters relevant to the calculation of royalties under this Agreement for at least two years from the expiry or termination of this Agreement and shall if so requested make such records, accounts and vouchers available for inspection during the term of this Agreement and during the two years thereafter. Any such inspection shall be made at the Proprietor’s expense unless errors exceeding the equivalent of $50 are discovered to the Proprietor’s detriment in which case such inspection shall be at the expense of the Publisher. Any amounts shown by such inspection to be due to the Proprietor shall be paid to the Proprietor immediately, together with interest pursuant to sub-clause 11.5 of this Clause calculated from the date that such amounts should have been paid to the Proprietor.
    5. Timely receipt by the Proprietor of accounts and payments due to the Proprietor under this Agreement is of the essence of this Agreement and in the event that the Publisher fails to make any payment within thirty days of the date that such payment is due, the Publisher shall in addition to the amount due pay to the Proprietor interest on such amount at the rate of 4% above the Bank of England base rate calculated from the date payment of such amount was due until the date of receipt of such amount by the Proprietor.
  11. Remainders
    1. After a period of two years from the date of first publication of the Licensed Edition the Publisher may dispose of surplus stocks as remainders or destroy them. Before doing so, the Publisher shall inform the Proprietor of the Publisher’s intention and shall offer the Proprietor a four weeks’ option to purchase any or all copies intended for remainder at the remainder price or to obtain any or all copies intended for destruction free of charge.
  12. Subsidiary Rights
    1. For the avoidance of doubt, no subsidiary rights are granted in the Work unless specified in the Order Sheet.
  13. TERMINATION
    1. This Agreement and the licence hereby granted shall terminate without further notice and the rights hereby granted to the Publisher shall revert to the Proprietor without further notice in any of the following circumstances:
      1. on expiry of the Term, unless the Term shall have been renewed or extended in accordance with this Agreement; or if the Publisher, or anyone acting on the Publisher’s behalf, are at any time in breach of any of the terms and conditions of this Agreement and fail to remedy such breach within thirty days of receipt of notice from the Proprietor specifying the breach and requiring that it is remedied; or
      2. if the Publisher is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only) or if a receiver or administrator or administrative receiver is appointed to the whole or substantially the whole of the Publisher’s business or if the Publisher shall otherwise endeavour to come to arrangements with creditors. The equivalent of any of the occurrences referred to in this section 14.1.3 though known or designated by some other name or term in the Publisher’s place of residence, shall likewise constitute grounds for termination of this Agreement under this Clause; or
      3. if the Publisher ceases to trade as a publisher or is for any reason unable to perform and comply with the terms and conditions of this Agreement; or
      4. if the Publisher allows all editions of the Licensed Edition to go out of print (to the extent that the Publisher has less than 250 copies of the Licensed Edition in stock; in which event the Proprietor shall immediately be notified) and to remain out of print for six months; or
      5. if the Publisher disposes of all remaining stock of the Licensed Edition by remaindering or destruction.
    2. Termination of this Agreement shall be without prejudice to any monies which may be due from the Publisher to the Proprietor and without prejudice to any claim which the Proprietor may have for damages and/or otherwise.
    3. On termination of this Agreement pursuant to sub-clause 14.1 of this Clause or as otherwise provided under this Agreement the Publisher shall:
      1. immediately cease to publish or distribute or sell the Licensed Edition; and
      2. submit to the Proprietor within thirty days of termination a statement of sales of the Licensed Edition up to the date of termination together with all monies shown to be due; and
      3. immediately cease to arrange for the sub-license of any rights in the Licensed Edition and notify the Proprietor of any discussions or negotiations then current in respect of any such sub-license;
      4. notify the Proprietor of any extant sub-licences of the Licensed Edition and in the event of termination of this Agreement pursuant to clause 14.1 of this Clause shall immediately obtain reversion to the Proprietor of any rights in the Licensed Edition sub-licensed by the Publisher or immediately obtain the transfer or assignment to the Proprietor of the Publisher’s benefit, rights and obligations in respect of any such extant sub-licences;
      5. Amend or revoke such registrations as may have been effected under Clause 8.3 above as may be directed in writing by the Proprietor.
  14. Reserved Rights
    1. All rights in the Work not specifically licensed to the Publisher under this Agreement are expressly reserved by the Proprietor and shall include for the avoidance of the doubt, reservation of the right to adapt the Work in an electronic format for an app or a version of the Work for an electronic edition other than the reproduction in verbatim form of the Work.
  15. Assignment
    1. The Publisher shall not, without the prior written consent of the Proprietor, assign or in any way transfer the terms of this Agreement in whole or in part, nor issue the Licensed Edition over any imprint other than the Publisher’s own imprint.
  16. Entire Agreement
    1. This Agreement may not be modified or altered except in writing and signed by the parties. No waiver of any term or condition of this Agreement shall be deemed a waiver of any other term or condition of this Agreement or of any later breach of this Agreement. This Agreement including any appendages hereto shall constitute the whole agreement between the parties in respect of the Work and the Licensed Edition and all previous agreements and understandings, whether written or oral, are hereby superseded.
  17. Confidentiality
    1. Neither party shall make any public announcement or disclosure of or in relation to the terms of this Agreement or the transactions contemplated under this Agreement, other than as may be required by law or to its professional advisers for the purpose of obtaining professional advice, without the prior written consent of the other party.
  18. Notices
    1. Each party shall notify in writing 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 delivered personally or sent by facsimile or pre-paid first class recorded delivery post to the last-known address of the party to be served. A hard copy of any notice served by facsimile shall at once be sent by pre-paid first-class post to the party to be served with such notice. References to ‘notice’ or ‘in writing’ shall include communications sent by email to a known email address.
  19. Interpretation
    1. The headings to the Clauses in this Agreement are for ease of reference only and do not constitute any part thereof and references in this Agreement to Clauses and Parties are to clauses of and parties to this Agreement.
  20. Governing law
    1. This Agreement shall be subject to and interpreted in all respects in accordance with Irish law and the parties to this Agreement agree to submit to the exclusive jurisdiction of the Irish courts.

APPENDIX I

  1. ADDITIONAL TERMS
    1. The additional co-edition terms below in Appendix 1 are hereby incorporated and shall apply since the Proprietor is printing copies for a co-edition.
  2. Production, printing and delivery
    1. The Publisher shall prepare and supply to the Proprietor at the Publisher’s expense materials for printing of the Language translation of the Work to the specifications detailed below (unless otherwise agreed), by the date specified in the Order Sheet, time being of the essence. If such materials for printing requires additional work prior to plate-making the extra work shall be charged at cost to the Publisher and shall be payable within thirty days of the date of the Proprietor’s invoice.
    2. If the Publisher does not agree to use the Proprietor’s cover or jacket design of the Work for the Licensed Edition, upon request the Publisher shall submit for the Proprietor’s prior written approval, the proposed cover or jacket design for the Licensed Edition. The Publisher shall prepare and supply to the Proprietor at the Publisher’s expense a four-colour cover or jacket design for the Licensed Edition to the specifications detailed in the Order Sheet (unless otherwise agreed), by the date specified in the Order Sheet, time being of the essence. If such material requires additional work prior to plate-making the extra work shall be charged at cost to the Publisher and shall be payable within thirty days of the date of the Proprietor’ invoice.
    3. The Proprietor shall take all reasonable care of materials delivered to the Proprietor by the Publisher under the provisions of this Clause or otherwise in connection with this Agreement but shall not be responsible for loss thereof or damage thereto while in the Proprietor’s possession or in the course of production or in transit.
    4. The Publisher shall not insert nor permit the insertion within or on the cover or jacket of any edition of the Licensed Edition any advertisements, other than information about other books published by the Publisher, without the prior written consent of the Proprietor.
    5. The Proprietor shall send to the Publisher for approval plotters of the Licensed Edition and the Publisher shall read, check, correct and return such plotters to the Proprietor within forty-eight hours of receipt from the Proprietor. The cost of the Publisher’s alterations and corrections to such plotters (other than the correction of printer’s errors) shall be borne by the Publisher and paid within thirty days of receipt of the Proprietor’s invoice. After approval of such plotters they must be signed and returned to the Proprietor immediately.
    6. Subject to the timely performance by the Publisher of the Publisher’s obligations under this Clause and receipt by the Proprietor of the payment due on signature of this Agreement, the Proprietor shall arrange for the printing of copies of the Licensed Edition in accordance with the specifications detailed in this Agreement for delivery to the Publisher by the date specified in the Order Sheet, unless the Proprietor is prevented from so doing by circumstances beyond the Proprietor’s control (in which case the time permitted for delivery shall be extended for the duration of such circumstances) or unless otherwise mutually agreed.
    7. Delivery to the Publisher of up to 5% under or over the number of copies of the Licensed Edition specified under the Order Sheet shall constitute good delivery and the Publisher shall pay for the actual number of copies delivered.
    8. The Publisher must inform the Proprietor of any faulty copies or of any shortage in shipment within ten days of delivery of the Licensed Edition.
    9. Provided that the Proprietor shall have notified the Publisher of any possible delay in delivery as soon as the possibility thereof is known to the Proprietor (and in any event prior to the date specified in the Order Sheet) the Publisher shall accept delivery of copies of the Licensed Edition at any time within four weeks after the date specified in the Order Sheet; except that this sub-clause shall not apply in the event of such delay in delivery being caused by circumstances beyond the Proprietor’s control.
    10. Risk of loss or damage in respect of copies of the Licensed Edition and other materials delivered to the Publisher under this Agreement shall pass to the Publisher on FOB delivery to the port agreed between the Parties/specified in the Order Sheet. Any losses or damages must be communicated and detailed in writing to the Proprietor within ten days of delivery after which time all copies supplied shall be deemed to have been accepted by the Publisher in terms of quantity and quality.
    11. Legal title to copies of the Licensed Edition and other materials delivered to the Publisher shall be retained by the Proprietor and shall only pass to the Publisher following receipt of cleared funds by the Proprietor of full payment in respect thereof. If the Publisher fails to make full cleared payment in respect thereof, the Proprietor, or their Agents, shall have the right to repossess or otherwise recover copies of the Licensed Edition and sell such copies to another publisher or company or person in the Territory.
    12. Safety testing for activity, board and novelty titles will be included in the price for European safety testing standards. Further safety testing may incur an additional cost.
  3. Price and payment
    1. The Publisher shall purchase the Number of Copies of the Licensed Edition from the Proprietor at the Price per copy inclusive of royalty, black plate change and cover change and delivery FOB to the port uncleared as further detailed in the Order Sheet. The Publisher shall not self-publish nor appoint an additional publisher without the Proprietor’s prior written approval.
    2. Payment to the Proprietor for Copies of the Licensed Edition shall be made as detailed in the Order Sheet of the Licensed Edition to the Publisher.
    3. If the Publisher shall notify the Proprietor in writing of the Publisher’s requirements (if any) in respect of advance copies, extra covers or jackets and folded and gathered sheets the Proprietor shall endeavour to meet the Publisher’s requirements and supply thereof shall be at cost (plus any applicable freight costs and at the Proprietor’s discretion a reasonable handling charge), payable to the Proprietor within thirty days of receipt of the Proprietor’s invoice.
  4. Further COPIES
    1. If the Publisher requires run-on copies of the Licensed Edition printed in accordance with the same specifications as those of the Copies to be delivered to the Publisher, for sale to book clubs, the Proprietor agrees to supply such copies at a run-on price to be subject to further written agreement.
    2. If the Publisher requires further copies of the Licensed Edition printed in accordance with the same specifications as those of the Copies to be delivered to the Publisher under this Agreement, such further copies shall be ordered from the Proprietor and supplied to the Publisher at a price and on a date to be subject to further mutual agreement; provided that the supply of any such further copies during the final twelve months of the Term shall be at the Proprietor’s discretion.
    3. If the Publisher wishes to purchase copies of an edition of the Licensed Edition with specifications different from those of the Copies to be delivered to the Publisher under this Agreement, such edition shall in the first instance be ordered from the Proprietor on terms and conditions to be subject to mutual agreement and at the Proprietor discretion subject to a separate agreement between the parties. If the Proprietor is unwilling or unable to arrange for the supply of copies of such further edition, the Publisher may with the Proprietor’s written consent (such consent not to be unreasonably withheld) arrange for the printing to be produced by a third party subject to payment of additional royalties as per this Agreement.
    4. The Publisher shall not without the prior written consent of the Proprietor print or authorise the printing of copies of the Licensed Edition other than by the Proprietor. If the Proprietor is unwilling or unable to arrange for the supply of copies of such further edition, the Publisher may with the Proprietor’s written consent (such consent not to be unreasonably withheld) arrange for the printing to be produced by a third party subject to payment of additional royalties as per this Agreement.
    5. The Publisher shall distribute the Licensed Edition at their own risk and expense within three months of bulk delivery of copies of the Licensed Edition by the Proprietor, unless the Publisher is prevented from so doing by circumstances beyond the Publisher’s control. If the Publisher is so prevented from publishing the Proprietor shall be notified in writing and the period permitted for publication shall be extended for the duration of such circumstances.