Updated 25th November 2023
This page contains all the terms and conditions relating to contracts signed with The Good Book Company. These terms form an irrevocable part of the contract you signed. By signing the contract, you explicitly agree to these terms as a part of the contract.
1.1 The Licensor shall supply original literary works as shown in Schedule A.
1.2 The Licensor shall also provide page layout files for the Licensee to use at their discretion in the design and production of the Works.
1.3 The Licensor agrees to provide on request electronic copies of any and all existing promotional materials, videos, designs and layouts relating to the Works.
2. Grant of Rights and Publication
2.1 The Licensor grants to the Licensee, subject to the terms of this Agreement, the right to produce, publish and sell either as a whole or in part the Works listed in Schedule A or any revisions of them in the formats and under the terms listed in Schedules B and C.
2.2 The Works shall be published by the Licensee within two years of the date of this Agreement.
2.3 The Licensee may make minor alterations or omissions to the Works of the Works provided no statement of fact or doctrine is altered without the Licensor’s prior consent.
2.4 The Licensee shall deliver to the Licensor a copy of the Works and cover prior to publication so that the Licensor may verify the quality of the Works and the integrity of the content with the original. The Licensor shall notify the Licensee within 10 working days of receipt of any alterations or amendments required. If no communication is received from the Licensor within this time, the Licensee is free to proceed with publication.
2.6 The Licensee shall provide a complete PDF of the finished artwork to the Licensor for its archive.
2.7 Control of Publication/Production Quality: The paper, printing, binding, jackets or covers, the promotion, pricing and terms of sale of the Works shall be in the sole discretion of the Licensee who undertakes to ensure that, wherever possible, the printing of the Works shall be of the highest quality and that any electronic version of the Works contains no bugs.
2.8 Subsidiary Rights: The Licensee may sub-license the production of the Works to other organisations in other territories, in the same language, and allow any localisation of spelling, grammar and expression for that territory. Such subsidiary rights must be first agreed with the Licensor, before agreement with the third-party organisation. All aspects of production, quality, copyright, reporting and termination included in this contract must be applied to any sub-licence granted to a third-party organisation. Subsidiary rights payments shall be made in accordance with Clause 5.5 of this contract.
3. Intellectual Property
3.1 The Licensor warrants that it owns or has the right to manage on behalf of the owner all intellectual property rights to the Works, excluding any third-party copyright material referred to in clause 3.4.
3.2 The Licensor warrants that the Works are not libellous, defamatory or otherwise containing unlawful material under English law and jurisdiction.
3.3 The Licensee shall print or ensure that there is a printed copyright notice in all copies of the Works. The notice shall consist of the symbol © followed by the Author's name, and that of The Good Book Company, the original title and the year of first publication.
3.4 Copyright Material from Other Sources: The Licensee agrees responsibility for obtaining, wherever necessary, permission for the use in the Works of copyright literary or artistic material incorporated in the Works and belonging to third parties, and also agrees to assume responsibility for paying any fees required for such permissions and for ensuring that appropriate acknowledgment is made in the Works.
4. Revisions, reprinting, remainders and reporting
4.1 The Licensee shall provide to the Licensor a report of the frequency specified in Schedule B of the sales and current remaining stock of the Works, including any subsidiary rights sales, and its intention to reprint any of the Works.
4.2 The Licensee may make amendments at the time of reprinting subject to the consent of the Licensor. If requested by the Licensor, it will at the time of reprint incorporate any amendments that the Licensor deems necessary.
4.3 If, at any time, in the opinion of the Licensee the Works shall have ceased to have a remunerative sale, the Licensee shall be at liberty to dispose of any copies remaining on hand as a remainder or to destroy them provided they first offer all copies to be sold at print production cost to the Licensor, or to their nominated representative.
5. Royalties and Payment
5.1 Advance payments: Upon the signing of this agreement, the Licensee will pay the Licensor outright the sums listed in Schedule C.
5.2 Royalty Rates: During the term of this Agreement the Licensee agrees to pay to the Licensor the royalties and/or fees calculated at the rates listed in Schedule C for the specific formats, excluding such copies as may be by this Agreement excluded from royalty.
5.3 File copies: The Licensor shall be entitled to receive on the day of first publication the number of copies specified in Schedule B. If the Work is reprinted, the Licensee shall also send to the Licensor the number of copies listed in Schedule B.
5.4 Publication details: The Licensee will also provide the Licensor with details of the actual date of publication and the recommended retail and wholesale price of the Works, and the relevant web address where copies may be purchased.
5.5 Subsidiary Rights Payments: The Licensee shall pay the Licensor the royalty share specified in Schedule C for any subsidiary rights granted under the terms of Clause 2.8.
5.6 Where applicable, during the term of this Agreement the Licensee shall also be entitled to participate in such co-edition printings of the Works as shall from time to time be offered by the Licensor. Royalties and payments for each such printing shall be the subject of a separate co-edition publishing agreement.
5.7 For the purpose of this Agreement "price" shall mean:
(a) as to copies sold to the public by the Licensee or by any company, agency or organisation
related to the Licensor, the price at which copies are so sold.
(b) as to copies supplied to all other publishers, distributors and booksellers, the price at which such copies are so supplied.
(c) The "published price" is net of government or other taxes or levies by way of sales tax, value added tax (VAT), Goods and Services Tax (GST) or similar tax or levy and whether the said tax or levy forms part of the said recommended retail price or not.
5.8 All sums payable under this Agreement shall be subject to such foreign exchange and banking regulations as may from time to time be in force under the respective governments of the countries involved.
5.9 No royalties shall be paid on copies:
(a) used by the Licensee for the purpose of publicity, review, criticism or advertisement of the work;
(b) destroyed by fire, water or in transit, or otherwise.
5.10 Free copies: Under the terms of this licence, up to 10% of distributed copies may be given away or donated in any single year of the accounting period. Any donated or free copies above the 10% must be paid for at the agreed royalty rate specified in Schedule C, calculated at 50% of the list r.s.p.
5.11 The Licensor or their nominee shall be able to examine the records of account of the Licensee which relate to the Works at a mutually convenient time. Any costs of such examination shall be borne by the Licensor unless errors of accounting amounting to at least five per cent (5%) of the total sums paid to the Licensor in respect of the Works shall be found to the Licensor’s disadvantage, in which case the Licensee shall bear all such costs.
6. Marketing, Sales and Fair Trading
6.1 The Licensee shall make all reasonable efforts to promote, market and publicise the Works as widely as possible within its licensed territory.
6.2 The Licensee shall establish a fixed local Recommended Selling Price (rsp) for the Works, which shall be in keeping with the cost of similar books available within the Territory, and communicate that rsp to the licensor.
6.3 The Licensee shall offer the Works to other trade outlets selling Christian books at a trade discount rate that is normal within the territory provided, and based on the rsp established in 6.2 above.
6.4 The Licensee shall not engage in commercial practices around pricing and discounting that will tend to monopolise the sale of the Works, but operate on a principle of equality; allowing other retailers to purchase at discount from the Licensee that will allow them to make a fair profit and not to suffer from unfair competition from the Licensee.
6.5 The Licensee will not restrict the supply of the Works to other retailers or hinder them from selling the work in any way. Rather they will endeavour to make the Works available in any and all distribution and retail channels at a fair and reasonable price.
6.6 The Licensee will provide the Licensor with a static URL for the web address where the Works is available, so that the Licensor can advertise it on its websites.
6.7 The Licensee will issue the Works with a unique ISBN, and ensure that full bibliographic data is made available, to include the original title of the Work in English, through international bibliographic information services.
7. Termination
7.1 This Agreement may be terminated by either party with immediate effect having given written notice to the other party (the “Defaulting Party”):-
(i) where there has been a failure to account or make payments for any undisputed amounts as required under this Agreement;
(ii) where the Defaulting Party has committed a serious breach of its obligations under this Agreement, unless such party rectifies the position (if the breach is capable of remedy), as far as is reasonably possible within 60 days following written notice specifying the nature of the breach;
(iii) where the Defaulting Party has compromised the integrity of the Works by virtue of its conduct, or where the Licensee has published or represented publicly opinions inconsistent with the Works.
(iv) where the Defaulting Party goes into voluntary or involuntary liquidation, is declared insolvent either in bankruptcy proceedings or other legal proceedings, reaches an agreement with creditors due to its failure or inability to pay its debts as they fall due, or where a receiver or an administrative receiver is appointed over the whole or part of the Defaulting Party’s business or personal assets.
7.2 If the Works is allowed to go out of print and the Licensee neglects to issue a new edition within six months of having received a written request from the Licensor so to do, or if the Licensee reports annual sales of fewer than the number of copies specified in Schedule B or if the Licensee is in breach of clause 2.2 above,
then this Agreement shall automatically terminate in respect of the Works but without prejudice to any royalties or other money due from the Licensee or any other arrangement entered into by either the Licensee or the Licensor prior to the date of determination.
7.3 The Licensee may not transfer the right to publish the Works to any other person, corporation or entity, other than the Licensor.
8. Miscellaneous
8.1 Governing Law: This Agreement shall be deemed to be a contract made in England and shall be construed and applied in all respects in accordance with English law and the parties hereto submit and agree to the jurisdiction of the English courts.
8.2 Confidentiality: The Licensee and Licensor agree that this contract is confidential, and will not be copied, or the details disclosed to any third party without asking for and receiving permission from the other party.
8.3 Entire Agreement: This Agreement is the entire and only agreement between the Licensee and the Licensor concerning its subject matter and supersedes any and all prior agreements, arrangements and understandings (whether written or oral) relating thereto. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless it is in writing and signed by the Licensor and Licensee.
8.4 Communication: All notices or payments under this Agreement shall be forwarded to the addresses stated in this Agreement unless written advice is received as to the contrary.
8.5 Dispute Resolution: Any differences arising between the Licensor and the Licensee arising from this Agreement which cannot be resolved by negotiation between them within twenty-eight days may be referred by either to an arbitrator appointed by mutual agreement. The Licensee and the Licensor agree to abide by the decision of the arbitration.
8.6 Successors: A reference in this Agreement to the Licensee or Licensor shall include any successor in title to either such party.
8.7 Bribery Act: The parties agree not to engage in any activity, practice or conduct which could contravene the UK Bribery Act 2010 and that a breach of this clause is a material breach of this Agreement.
8.8 Modern Slavery: The parties shall ensure that each of its subcontractors complies with all applicable laws, statutes, regulations and codes from time to time in force including but not limited to the UK Modern Slavery Act 2015 (“Anti-slavery Legislation”). The Licensee represents and warrants that neither the Licensee nor any of its officers, employees or other persons associated with it has been convicted of, or is the subject of any investigation into any offence involving, slavery and human trafficking. The Licensee shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. If at any time the Licensee becomes aware of Modern Slavery practices in the operations and supply chains used in the performance of this contract, the Licensee must inform the Licensor as soon as reasonably practicable and take all reasonable action to address or remove these practices, including, where relevant, by addressing any practices of other entities in its supply chains. Failure to comply with this clause is a material breach of this Agreement.
8.9 Rights of Third Parties: Nothing in this Agreement is intended to confer on any third party any benefit or any right to enforce any term contained in this Agreement.
8.10 Force Majeure: The Licensor and Licensee shall not be in breach of this Agreement if either party is prevented from carrying out any of the their obligations because of circumstances beyond their control in which case the time permitted for the party to fulfil those obligations shall be extended by a period equal to the period of the effect of those circumstances or that delay.
8.11 Validity of Agreement: This Agreement shall be rendered invalid if not signed by the Licensee within 45 days of the date of the Agreement and received by the Licensor with the fee due under clause 5.1.
