Publisher's Terms and Conditions

Publishers Terms and Conditions with Worthy of Publishing Ltd 

1.         About Us

1.1     Worthy of Publishing operates a website located at the url:http://www.worthyofpublishing.com (“the Website’).

1.2       The Website provides an online platform for authors to upload chapters of their unpublished book to gain market feedback for their work.  Website visitors can read, review and rate the uploaded material and such information can be used by you to assess whether any work uploaded to the Website is worthy of publishing.

2.         Engagement

2.1       These terms and conditions confirm our engagement by you to be your non exclusive agent to identify literary works through the Website that are worthy of publishing and introduce such works to you for assessment (“Website Works”).

2.2       For the purpose of this agreement, Website Work(s) means all literary works listed on the Website during the period of 1 year prior to the author of such Website Work entering into a publishing agreement with a publisher for that Website Work.

2.3       A list of Website Works already introduced to you is annexed at Schedule A. This list may be added to or reduced by agreement between the parties.

2.4       Nothing in this agreement prevents us from entering into similar agreements with other publishers.  The choice of publisher to whom we introduce Website Works shall be in our sole discretion and nothing in this agreement gives you first option on any Website Work. 

3          Duration

3.1       The term of this agreement shall be for an initial period of 1 year and shall continue after that unless and until terminated by 4 weeks notice in writing given at any time after the initial period by either party in accordance with the provisions of clause 6.

4          Your Agreement

          By engaging us as your non exclusive agent, you agree:

4.1       To act in good faith to us by considering the Website Works with an open mind and with a view to assessing objectively whether such Website Works are worthy of publishing. Nothing in this clause obliges you to enter into a publishing agreement with an author of a Website Work where you believe it is not worthy of publishing.

4.2       To pay the commission to us in accordance with paragraph 9.

4.3       If requested by us, to provide us with all information available to you necessary for us to check the amount of commission due and payable to us.

4.4       To immediately notify us of any publishing agreement entered into by you with an author of a Website Work which relates to a Website Work and provide a copy of such agreement for our records.

4.5       Not to approach any author of a Website Work without first notifying us that you are approaching that author and obtaining our prior permission.  

4.6       To notify us if any author of a Website Work approaches you direct with a view to seeking your agreement to publishing a Website Work.

5          Our agreement

5.1 As your agent, we agree:

5.1.1 To only introduce works to you:

5.1.1.1 which we believe are worthy of publishing based upon the readership numbers of those chapters uploaded to the Website, online ratings, published comments, and our own subjective assessment of the Website Work;

5.1.1.2 for which we have authority from the author of such Website Work to introduce to publishers for the purpose of assessing that work’s suitability for publishing.

5.1.2   To disclose to the authors of Website Works that we are acting as your agent and not in any other capacity.

5.1.3   That we shall not have the right to bind you to any contract and nothing agreed by us shall be binding upon you unless accepted by you.

5.1.4   That you shall have the right to refuse to publish any Website Work without giving a reason for the refusal.  We shall not be entitled to any commission in respect of any Website Work not published.

5.1.5   Not in any way to pledge your credit or hold ourselves out as having the right to pledge your credit.

5.1.6   Not to make any representations or give any warranty or guarantee that any work will be published without your authority in writing.

5.1.7   Not to enter into any contract or incur any debt or other obligation on your behalf unless previously so authorised in writing by you.  Neither are we authorized to accept any money on your behalf nor enter into any compromise or agreement with any of the authors of Website Works. 

5.1.8   To bear all costs and expenses incurred by us in performing our obligations under this agreement, except expenses incurred at your specific request and authorised by you in advance in writing.

6          Termination

6.1       Either party may terminate this engagement immediately upon given written notice to the other party if either party:

6.1.2   Commits a breach of any of the terms and conditions of this agreement, and the breach (if capable of remedy) is not remedied within 14 days of being notified to one party in writing by the other party.

6.1.3   Commits an act of bankruptcy or liquidation;

6.1.4   Brings the other party into disrepute.

6.2       Otherwise either party may terminate this agreement on 4 weeks notice without cause.

6.3       In the event of termination all commission due to us on the date of termination shall become payable within 14 days.

7          Intellectual property rights

7.1       Samples of Website Works uploaded to the Website which are given to you for assessment are the copyright of the authors and we have obtained their consent to pass such samples to you solely for the purposes of allowing you to assess the Website Works.  You agree that you shall not use such samples other than to assess whether the Website Works are worthy of publishing.

7.2       All intellectual property rights in the Website (including copyright in all text, graphics, logos, software and icons) are owned by or licensed to us, and you agree that you will not copy, adapt, store, distribute or reproduce any part of the Website without our prior written approval.

7.3       All information and data collected by us in the course of operating the Website (including all information relating to authors, ratings, and visitors to the Website and Website statistics) will be owned by us, except that you will have a license to use such Information to the extent necessary to perform your obligations under this agreement and/or assess a Website Work’s suitability for publishing. You must not otherwise use this information without our prior written consent (including to contact any author to promote your services).

8          Website Policies

8.1       We may from time to time develop (and alter) policies relating to the use of the Website which have general application to all publishers and / or authors, and you must comply with those policies which relate to publishers provided they do not materially reduce the benefit of this Agreement to you and are not manifestly unreasonable.

9          Payment of commission

9.1       When commission is payable: Notwithstanding termination of this agreement by either party under clause 6, you shall pay us commission on the following:

9.1.2   Advance royalties paid by you to an author of a Website Work at the rate and in accordance with clause 9.3

9.1.3   Subject to the deduction of advance commission already paid to us under (a) above, the sale of copies of Website Works which are published by you in whatever form  (including without limitation, paperback, hardback, CD-ROM or other electronic form) whether or not such sales were concluded during the term of this agreement or otherwise, at the rate stated in clause 9.4;

9.1.4   The sale of publishing rights in the Website Works at the rate and in accordance with clause 9.5;

9.1.5   The sale of subsidiary rights in the Website Works at the rate and in accordance with clause 9.6.

9.2       You acknowledge that the payment of commission to us is consideration for the introduction of Website Works during the term of this agreement but that the payment of commission to us may endure beyond termination of this agreement. Accordingly, for the avoidance of doubt, this clause 9 shall survive termination of this agreement and the obligation to pay commission to us shall endure whilst there remains an obligation upon you to pay royalties or commission to an author of a Website Work in respect of Website Works introduced by us to you during the term of this agreement.

9.3       Advance Royalties: Where you negotiate the payment of advance royalties with an author of a Website Work you shall pay us a recoupable advance of commission equivalent to 2.5% of anticipated printed book sales & 10% of ebook sales, which is consistent with the same number of anticipated book sales that the authors advance is calculated on.

9.4       Book sales commissions: Subject to the deduction of any advance commission paid in accordance with clause 9.2, you shall pay us commission of 2.5% of printed book sales & 10% of ebook sales of either the wholesale price or recommended retail price on sales of the Website Work (in whatever country) pending on the formula adopted in your agreement with the author exclusive of any amount of sales or value added or other taxes.

9.5       Sale of Publishing Rights: In the event that you negotiate the sale of the publishing rights in a Website Work to another publisher, you shall pay us 2.5% for printed book publishing rights and 10% for ebook publishing rights of your receipts from that sale.  Any such sale must be at arms length and notified to us immediately.

9.6       Subsidiary Rights: Where you negotiate the sale or exploitation of subsidiary rights (as defined in your publishing agreement with the author) in a Website Work, then you shall pay us a commission of 2.5% for printed books & 10% for ebooks on the net receipts from such sale or exploitation.

9.7       Time of payment: You shall pay us our commission at the same time as you remit royalties, advance royalties, or other income to the author of the Website Work in accordance with your agreement with that author.

10        Confidentiality

10.1     During the period of this Agreement and after its termination, neither of us may disclose any confidential information (whether technical or otherwise) made available to the other by the other party, unless such information has reached the public domain.

11        Liability and indemnity

11.1     Liability: Neither party will have any liability for any indirect, consequential, special or similar losses, costs or damages suffered it as a result of or arising from matters pertaining to this agreement.

11.2     Both parties’ liability to the other under or arising out of this Agreement in relation to events or circumstances occurring in any calendar year will be limited to an amount equal to the total fees (excluding GST) paid by you to us in that year.

11.3     Indemnity: You agree to indemnify us from and against all losses, damage, costs and expenses suffered or incurred by us arising from your use of our services and the Website, or breach on your part of this agreement or any breach by you of your agreement with an author of a Website Work or any negligence on your part.

12        No Partnership

12.1     Nothing in this agreement shall or shall be deemed to constitute a partnership or contract of employment between us.

13        Assignment

13.1     Neither party may novate or assign this Agreement (in whole or in part) without the other party’s prior written consent. 

14        Entire Agreement

14.1     This Agreement contains all of the terms, representations and warranties made between the parties and supersedes all prior discussions and agreements covering the subject matter of the Agreement.

15        Amendments

15.1     Except as otherwise expressly provided in this Agreement, no amendment of this Agreement will be effective unless it is in writing and signed by both parties.

16        Law

16.1     This Agreement shall be governed and construed in accordance with the laws of New Zealand whose courts shall be the courts of competent jurisdiction.

 

If you are in agreement with the above, please agree to these terms and conditions by ticking the box to proceed.