These terms and conditions govern your use of our services; by using our services, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our services.
The Author and Help For Writers are together called the “Parties” and each, individually, a “Party”.
This is a digital distribution contract. This contract is non-exclusive, which allows the Author to make available to Help For Writers any specific Titles he/she chooses. Any release sent to Help For Writers will then be treated as exclusive to Help For Writers for the Territory unless otherwise agreed in writing. This contract is subject to the terms and conditions set out below.
‘Intellectual Property Rights’ – Copyrights, domain names, database rights, design rights, trade marks, and all other creations registered or otherwise that can be protected under patent, copyright, trademark or similar laws.
‘Title’ – Any book by the Author.
‘Materials’ – Any materials listed in clause 1.
‘Metadata’ – Information associated with a Title that includes Author names, barcodes, ISBN numbers, subTitles, dates, copyright information and any other information required by stores and services.
‘Sales Sheet’ – This is also known within the industry as a One Sheet. The sheet contains an overview of information about the Title as well as details of any marketing and promotional activities.
‘Territory’ – The World for Delivery of digital files. If the Author requires territorial restrictions for an individual release, written notification should be sent to Help For Writers at the time of the release as per clause 3.5.
‘Help For Writers Client Platform’ or ‘Platform’ – An online platform owned, developed and hosted by Help For Writers that allows users to upload their Titles, view daily and monthly sales, download statements and invoices and use other tools that Help For Writers makes available at any time.
SUBJECT OF THE AGREEMENT
The Author hereby grants to Help For Writers the right to distribute from its catalogue the following:
2.1 This is a non-exclusive agreement in the sense that the Author is free to choose which distributor or aggregator will distribute each Title.
2.2 By sending a Title to Help For Writers the Author grants to Help For Writers the exclusive right to distribute that Title in the Territory to all services and platforms approved by Help For Writers subject only to any restrictions notified to Help For Writers in accordance with Clause 3.5.
2.3 If any Title that is distributed by Help For Writers is also found to be distributed by another company Help For Writers will ask the Author to issue a take down notice. If the Author does not cooperate or fails to deal with the issue, Help For Writers may terminate this contract by written notice.
2.4 Help For Writers reserves the right not to distribute any Title that contains racial or religious hatred, encourages or glorifies any criminal activity, or in which the finished product is not well produced or made and is deemed to not be of a releasable quality.
3.1 Supply each Title that the Author wishes Help For Writers to distribute together with all applicable Metadata and other Materials at least four weeks in advance of the global release date. If the Author is unable to supply Materials and files to the correct specification, then Help For Writers will make the necessary changes unless the Author requests Help For Writers to make the changes on their behalf that will be subject to the charges as specified in Appendix One;
3.2 Supply any Sales Sheets, pictures and logos required for promotion and all other relevant Materials listed in clause 1 at least four weeks prior to the release;
3.3 Notify Help For Writers by email at the time of delivery of all restrictions that may apply to the grant of rights hereunder including stores not permitted to sell any Title;
3.4 Ensure Titles that contain swearing, lyrics of sexual nature or criminal nature are identified to Help For Writers at the time of delivery as explicit content;
3.5 Liaise with Help For Writers to promote the Titles subject to prior commitments; and
3.6 Pay any invoices issued by Help For Writers within 7 (seven) days. Such invoices shall be raised in accordance with Appendix Four. If a payment is due for a service or other billable item that is not listed in Appendix One, Help For Writers shall agree the sum due with the Author in writing prior to the date Help For Writers issues the invoice.
3.7 Any technical issues or store problems must be raised in writing to Help For Writers via firstname.lastname@example.org
4.1 Distribute the Title using its own in-house digital delivery platform (the Help For Writers Client Platform) or other means to all its partner stores and services from time to time except any notified to Help For Writers as excluded under clause 3.5;
4.2 Use reasonable endeavours to have the Title available to the public on the agreed release date, however Help For Writers cannot guarantee availability on any date as this is out of its control and dependent on (a) when the Author delivers the Title to Help For Writers and (b) whether the stores will accept the Title;
4.3 Take all reasonable precautions to ensure that piracy and pre-release of the Title is minimised;
4.4 Keep secure all Titles and Materials delivered to Help For Writers;
4.5 Create Title Metadata where needed and provide this to online stores and aggregators where this is not supplied by the Author;
4.6 Help For Writers will endeavour to respond to written communication within 48 hours between Monday and Friday.
5.1 By submitting a Title to Help For Writers for distribution the Author grants to Help For Writers the exclusive right to distribute that Title for an initial period of three (3) months from the date of first release (the ‘Term’).
5.2 The Term of each Title shall automatically renew for successive further three month periods after the initial three-month Term unless notice is given by the Author or Help For Writers as stated in below prior to the end of any period.
5.3 The Term of any Title can be terminated by either the Author or by Help For Writers at the end of the initial three-month Term or at the end of any three-month renewal period provided that the terminating Party gives notice to the other at least thirty (30) days before the end of the then current period.
5.4 This Agreement may be terminated in its entirety by either Party on notice if:
5.4.1 It is in dispute with the other Party and the dispute is not resolved by the dispute resolution procedure in clause 11.9 below; or
5.4.2 The other Party goes into a voluntary or compulsory liquidation or a reconstruction for the benefit of creditors.
5.5 Help For Writers may terminate this Agreement in its entirety by notice with immediate effect if the Author does not provide correct communication details, breaches security on the Help For Writers Client Platform, provides Titles that have been illegally obtained or not licensed, or is in breach of this Agreement or does anything that could cause harm between Help For Writers and its partners.
5.6 Upon termination or expiration of this Agreement in its entirety for any reason, Help For Writers shall immediately cease all exploitation use and distribution of the Titles and shall promptly delete all forms of the Titles from its website and from other platforms and delete or destroy all other items relating to the Author, subject only to existing bona fide third party interests.
6.1 Help For Writers will pay the Author one hundred per cent (100%) of all Net Receipts and Help For Writers will account to the Author on a monthly basis within 30 days following the end of each calendar month.
6.2 Help For Writers shall self-bill royalties owed to the Author. The Author will be able to obtain a copy of the self-billing invoices from the Help For Writers Client Platform along with any detailed reports.
6.3 The term “Net Receipts” shall, save as expressly provided to the contrary elsewhere herein, mean the total of all gross monies, fees, royalties and advances (hereinafter called “Gross Income”) actually received by Help For Writers from the sales of the Titles after first deduction from Gross Income of all costs, fees, tax, VAT, file discounts and expenses incurred by Help For Writers in connection with the same.
6.4 The Author will be paid in the currency of Great British Pounds Sterling unless they request otherwise in writing to Help For Writers.
6.4.1 If the Author wishes to be paid into an account outside of the United Kingdom, then no payment of royalties will be made if the total due to the Author for that month is less than ten Great British Pounds Sterling (£10.00).
6.4.2 If the amount due per month is less than ten Great British Pounds Sterling (£10.00), the total amount will be rolled over until the minimum amount has been reached.
6.4.3 The Licensor may request in writing a higher minimum payment.
6.5 Both Help For Writers and the Author will pay their own bank fees.
6.6 Help For Writers will pay the Author via Bank Transfer.
6.7 If the Author is based outside the UK any payment to the Author will be subject to an overseas transaction fee as specified in Appendix One.
6.8 Help For Writers shall maintain full and accurate books of account in relation to the digital distribution of Titles. The Author or his/ her representative shall be entitled not more than once in each calendar year on giving at least sixty (60) days written notice to Help For Writers to inspect such books of account (insofar as they relate to the subject matter of this Agreement) at the offices of Help For Writers during normal office hours, subject always to the following conditions:
6.8.1 All information obtained in the course of such examination shall be deemed confidential and shall not be disclosed to any third party (other than in confidence to the Author’s professional advisers).
6.8.2 If such inspection reveals a shortfall in funds due to the Author in excess of ten per cent (10%) then Help For Writers shall contribute to the reasonable cost, which shall be pre-agreed in writing, of such audit (excluding any travel or accommodation costs) provided that the said accounting company is a chartered accountant located in England.
6.8.3 Any errors must be notified to Help For Writers within 12 months of the statement date. Failure to notify within this period will constitute acceptance of the statement in its entirety.
6.9 Help For Writers provides a daily statistical overview of sales and streams from certain stores (which supply the data to Help For Writers) and will share this information with the Author. This data is a guide only to sales and does not form any part of the final monthly accounting.
7.1 If Help For Writers is obliged by the laws of any part of the Territory to deduct and withhold income or other similar tax from sums due to the Author under this Agreement, Help For Writers shall provide the Author with a certificate of such deduction/withholding.
7.2 If the Author is VAT (Value Added Tax) registered within the United Kingdom, Help For Writers will self-bill itself on behalf of the Author to ensure royalties are paid out quickly with VAT included. No VAT payments will be made until the Author has first signed a VAT Self Billing Declaration and provided a valid copy of their VAT certificate.
7.3 Authors based in Europe must still supply Help For Writers with a VAT number if registered however no VAT is payable.
For the purpose of the Contract (Rights of Third Parties) Act 1999, this Agreement does not, and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not party to it.
9.1 All Intellectual Property Rights in the Titles and Materials are reserved to the Author.
9.2 The Author grants a licence to Help For Writers for use of the Intellectual Property Rights in the Titles and Materials for the relevant Term(s) and agrees to indemnify Help For Writers against any third party claims for infringement of such Intellectual Property Rights resulting from this licence.
9.3 The Author warrants that the Author is fully authorised to send to Help For Writers any Titles the Author submits for distribution and to permit Help For Writers to sell and distribute such Titles, and that the Author will be solely liable for all royalties or other sums due to the Author and/or any other parties in respect of such sale and distribution.
9.4 The Author agrees to indemnify Help For Writers against any claim made against it on the grounds that distribution of the Titles or use of any Materials is unauthorised.
9.5 The Author agrees to indemnify Help For Writers against any claim made against it in respect to the content of the Titles or Materials.
The Author is entitled to promote its Titles in any form the Author chooses, notwithstanding any clause within this Agreement.
11.1 If the Author finds acts of piracy / unlawful copies of their Titles being sold on the internet or within stores, Help For Writers will offer assistance on a basis mutually agreed in an attempt to ensure all unlawful sales are stopped at the earliest opportunity.
11.1.1 If Help For Writers is involved in the removal of illegal sales, the Author will be required to reimburse to Help For Writers any legal fees Help For Writers has incurred.
11.1.2 Help For Writers is entitled to retain 50% of all income (after deduction of legal fees) received from any site or store involved in illegal sales.
11.2 If a third party alleges that any Title submitted for distribution by the Author is infringing their copyright:
11.2.1 Help For Writers will notify the Author of such allegation and ask for its comments within 24 hours. The party who has made the allegation will be copied in to such notice;
11.2.2 The Author will be required to contact the alleging party and deal directly with them and where necessary provide necessary documentation proving it holds all necessary rights. Help For Writers must be kept up to date with how these discussions are progressing;
11.2.3 Help For Writers has the right in its own discretion to take down the applicable Title(s) without notice or further consultation with the Author. Help For Writers will not be held liable or in breach of contract for any content it removes from online stores or streaming sites on this basis; and
11.2.4 Help For Writers has no obligation to account to the Author for any sales of Titles that are shown to not belong to the Author, and may require repayment of any sums paid to the Author in respect of such sales. The Author will be held fully responsible for any illegal sales, accounting and dealing with any third parties in such matters.
Help For Writers will allow the Author access to the Help For Writers Client Platform on which it can upload its Titles, track its daily sales and streams, view and download monthly accounting statements. The Author agrees that:
12.1 The Platform, along with all tools contained within, is the sole property of Help For Writers;
12.2 All user names and passwords will remain confidential and will not be passed on to any other party or company;
12.3 Help For Writers will not be liable for any services that may not be available on the Platform from time to time or if the Platform is offline for a period of time;
12.4 The Author will not attempt to change, modify, copy or interfere with the programming code that operates the Platform;
12.5 The Author will not attempt to break into secure areas of the Platform or access the hosting servers or compromise the platform’s security in anyway;
12.6 The Author will not attempt to log into another user’s area;
12.7 The Author will not show the Platform to any competitor of Help For Writers;
12.8 Help For Writers will ensure the Platform is kept secure and all assets are backed up on a regular basis;
12.9 Help For Writers has the right to suspend any access to the Platform at any time; and
12.10 At times Help For Writers may make available additional services via the Platform that are paid for services. The Author will not be charged for any service that it has not opted into.
13.1 All sums mentioned in these Terms and any rate card are exclusive of VAT.
13.2 Neither Party shall be liable to the other for any breach of these Terms caused by any act of God, war, revolution, riot, civil disturbance, strike, lock-out, flood, fire or other cause not reasonably within the control of that Party. Help For Writers will still account for any sums payable to the Author unless the ability to do so is specifically affected.
13.3 Help For Writers will not be liable if any Titles are refused by stores or removed from stores.
13.4 The Author will be responsible for checking stores and reporting back to Help For Writers any problems found. Help For Writers will use its reasonable endeavours to correct any problems reported to it to the extent it is with the control of Help For Writers to do so.
13.5 The terms and conditions of this Agreement and its Annexes shall not be capable of variation except in writing signed by a representative of each Party.
13.6 The Author agrees that he/ she has taken legal advice before signing this Agreement.
13.7 Each Party agrees that it will not publish or disclose (except to its professional advisors) any information concerning the business or affairs of the other part which is marked confidential, or which the party should reasonably understand to be confidential, except information which becomes available to the public (other than as a result of a breach of this clause) or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.
13.8 Nothing herein shall be deemed to create a partnership between the Parties or the relationship of employer / employee.
13.9 The Parties will have a meeting or hold a telephone conference within fourteen working days of either Party receiving from the other a written notice of any dispute relating to this Agreement. If the dispute is not resolved the Parties will seek to resolve the dispute via mediation using the Centre for Effective Dispute Resolution. Each Party will be responsible for its own costs.
13.10 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the English Courts shall be the sole courts of jurisdiction.
Help For Writers Charges List
If additional work or services is needed, then the following will be charged to the Author as stated in clause 3.1. Fees may be revised at the discretion of Help For Writers at any time, but only after one month’s notice is given to the Author.