Publishing Terms and Conditions
This Publishing Agreement (“Agreement”) is between the Author and Tellwell Talent Inc. (“Tellwell”), Suite 201 – 1028 Fort Street, Victoria, BC, Canada, V8V 3K5. This Agreement covers the parties’ respective obligations regarding the publishing of Author’s Book.
1. Copyright: Author Retains Ownership of Manuscript
Author at all times retains one hundred (100) percent of all right, title, and interest in and to the manuscript and its contents, including all copyrights, trademarks, derivative rights, and other intellectual property associated with it.
If the Author purchases editing services, the Author owns the copyright to the edited version of the manuscript.
The Author’s copyright does not extend to the working production files used to design and publish the book, which remain the property of Tellwell unless Tellwell expressly transfers rights to use the working files to the Author. For example, if the Author decides to publish the same Book or a revised edition of the book with another company in the future, Tellwell’s in-house design files or print-ready files cannot be used by the Author for that purpose without written permission.
If the Author sends Tellwell files to use to produce the Book (e.g., scanned image files on a disc) Tellwell is not obligated to store and/or return these materials. The Author should be sure to have copies. Tellwell may in practice store and return files for Author, but in no event will Tellwell be liable for lost or damaged files.
2. Author Grants Temporary, Non-Exclusive Right to Publish
Author hereby grants to Tellwell the non-exclusive, worldwide license to print, publish, distribute, and sell the Book in print and eBook form in the language the manuscript is submitted in on behalf of Author. Author also grants to Tellwell the right to make excerpts from the Book viewable on Tellwell’s website, or third-party websites that have entered into agreements with Tellwell, in order to facilitate sales of and publicity for the Book.
During the term of this Agreement, Author grants Tellwell the right to store, use, transmit, and distribute electronic copies of the Book as required to facilitate the printing and distribution process. This grant includes Tellwell’s vendors, distributors, and third-party retailers.
Tellwell may post pertinent information about Author and the Book on Tellwell’s website and third-party websites (e.g., Amazon.com). Such information may include the Book’s cover, Author’s name and picture, description of the Book, and other related information.
3. Distribution and Royalties
Tellwell offers three distribution models: 1) Managed Distribution 85, 2) Managed Distribution 100, and 3) Direct Distribution. Each program has distinct features and advantages. The Managed Distribution Programs were developed as a more convenient option for Authors. For Authors who signed up to work with Tellwell prior to Dec. 31 2017, the option to participate in either of the Managed Distribution Programs or the Direct Distribution Program is included in the cost of any publishing package. For Authors who sign-up after Dec. 31 2017, the Managed Distribution 85 is the default option for all publishing packages unless stated otherwise in the package description, but Authors can upgrade to the Managed 100 option. The Direct Distribution Program will be priced separately.
a. Managed Distribution 85
Under the Managed Distribution Program Tellwell manages the distribution of the book via the various distribution channels and consolidates royalty payments to the Author. Tellwell retains 15% of the net royalties received from distribution channels, and distributes the remaining 85% to the Author. Because Tellwell has completed tax paperwork with distributors to avoid the 30% tax withheld by the major USA book distribution companies, the Author does not need to do this extra tax paperwork that is required under the Direct Distribution program.
Tellwell agrees to provide the Author with quarterly royalty payments within 45 days after the end of a quarter (i.e. January – March, April – June, July – September, October – December). Royalty payments include all royalties for the Author’s book(s) that Tellwell has received within the quarter that has just ended. For example, if the Author’s book sales result in royalties of $100 in the January-March 2018 quarter, the Author would be paid $85 by May 15th 2018. The Author will be paid royalties under the Managed Distribution Program after the total sum of royalty payments received by Tellwell from the Author’s book sales reaches $100 or more; therefore, the minimum payout to the Author is $85 ($100 – 15%). If the sum of royalties received by Tellwell from the Author’s book sales is less than $100, the sum will be carried over and count towards the Author’s royalties accumulated in the next quarter. Net Royalties are defined as the total royalty paid by each distribution channel, less any costs associated with processing the royalty payment to the Author, such as currency exchange or bank fees associated with the payout.
Both the Direct Distribution Program and the Managed Distribution Program involve minimum thresholds for royalty payments. In the Direct Distribution Program, the thresholds are set by each individual distribution channel. In the Managed Distribution Program there is just one threshold based on royalties received across all channels.
Under the Managed Distribution Program, the Author will sometimes be paid royalties sooner than he or she would be in the Direct Distribution Program. This happens because Tellwell publishes a large volume of books and thereby meets the minimum thresholds for royalty payments more quickly than the Author would if the Author dealt directly with each distribution channel. Payment processing services for royalties from Tellwell may be provided by Stripe and subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms and working with Tellwell, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Tellwell enabling payment processing services through Stripe, you agree to provide Tellwell accurate and complete information about you and/or your business, and you authorize Tellwell to share it with the payment processing service, Stripe.
Under the Managed Distribution Program, the Author is entitled to an annual listing support change, which may include one metadata change, one suggested retail price change, one discount change, and other minor area of listing support.
In the Managed Distribution Program, after 1 year of the book being in distribution, there is an annual distribution fee per title. This fee is waived for a year if royalties exceed $1,000 in a year. The fee may be waived for 3 years if the Author refers a new client to Tellwell under the referral program. Finally, as a guarantee of a high-level service, Tellwell will waive the fee for up to one additional year if the Author is not satisfied with our service and completes a client feedback survey with constructive feedback.
b. Managed Distribution 100
The Managed Distribution 100 program works the same as the Managed Distribution 85 program. Tellwell manages the relationship with distributors and consolidates everything into one account for the Author. The difference is that in the Managed Distribution 100 program, the Author receives 100% of the Net Royalties instead of 85%. Under this program the annual distribution fee is not waived for hitting any level of royalties.
c. Direct Distribution Program
In this program Tellwell will provide information and guidance to the Author on how to set up their own distribution accounts, or in some cases Tellwell may set up accounts on behalf of the author. The Author hereby authorizes Tellwell to enter into agreements and accept the standard terms and conditions for the major distribution options on the Author’s behalf. The Author may be required to create an account and agree to the terms and conditions of each service provider directly.
The royalties owed to the Author under this program are based on the agreements with each distribution partner, and are subject to change by that distribution partner. The distribution channels for each Author will vary depending on the services purchased by the Author.
In the Direct Distribution Program the Author has direct ownership of some or all of the distribution accounts. The Author is paid royalties directly by each distribution partner. Tellwell does not receive or distribute any royalties.
Under this program Tellwell grants to the Author the rights to use print-ready production files with the print-on-demand service included in the Author’s services. Tellwell agrees that the files will meet the technical specifications of the print-on-demand partner and will fix any files if they are not approved for distribution due to technical requirements.
Each distribution channel has its own minimum thresholds for paying out royalties.
The Direct Distribution Program is a little more complicated than the Managed Distribution Program because the author must create and login to several different distribution accounts. Some of the distribution companies, due to tax laws in the USA, automatically withhold 30% of royalties unless the Author completes tax paperwork showing that withholding the royalties is not required under international treaties. This complication can be avoided under Tellwell’s Managed Distribution Program. Tellwell is not able to provide tax-related legal advice.
In the Direct Distribution Program the Author takes responsibility of managing his or her own distribution accounts. While Tellwell will offer resources on how to do this, Tellwell is not able to offer unlimited support.
The Author is responsible for paying any fees levied by the distribution channel associated with uploading or revising publishing files. After the first year, the Author is responsible for the annual market access fee to make the book available via Ingram to over 38,000 bookseller accounts. If the Author selects to make their book “returnable” by bookstores, the Author takes responsibility and liability for returns according to the terms of the agreement with the distributor. The Author is responsible for any other fees that each distribution channel may include as part of their service and according to their terms and conditions.
d. Calculating net royalties for print-on-demand
To calculate net royalties on sales of the print edition of a book, the Author must set: 1) the suggested retail price of the book; and 2) the wholesale discount given to booksellers. The wholesale discount rate is typically the Author’s choice of 30, 40 or 55 percent for Ingram. A higher discount makes the book more attractive to brick-and-mortar booksellers, but results in a lower royalty. Whatever wholesale discount is chosen by the Author applies to both online and brick-and-mortar booksellers. The royalty is the suggested retail price (or ‘List Price’), less the discount given to the seller, less the print-on-demand cost and applicable taxes. For example, a book priced at $20, with a 30% ($6) discount and a $4 print-on-demand cost would have the royalty calculated as follows: $20 – $6 – $4 = $10.
When a retailer sells your book at a discount (e.g. 10% off), it affects only their margin and does not affect your royalty. The print-on-demand rates, through trade channels, are distinct from Tellwell’s bulk printing rates set by Tellwell. Tellwell’s bulk printing rates are unrelated to Author royalties.
e. Printing services
Once the Author’s book is finished design, the Author may choose to print as many or few copies as required. Orders for fewer than 50 copies are subject to a $25 administration fee. If the Author wishes to print with another printer, the Author may purchase print-ready files from Tellwell to be used for printing.
If there is a printing quality issue, Tellwell in its sole discretion will decide when to issue a reprinting of books. As a general rule, Tellwell will reprint books if there is a major error, but not necessarily reprint the books if the issue is minor. A major error such as pages missing from the book, or pages from the wrong book being inserted due to a printing error, would justify a reprint. In such a scenario the Author can contact Tellwell with the details and apply for a reprinting of the books. Tellwell generally will not reprint books if there are very minor printing issues that do not affect the readability of the book.
f. Ebook royalties
Most ebook retailers require that the ebook price be set at a price consistent with those of other ebook retailers. They also generally require that the ebook price be at least 20% less than the print book price. Below is a summary of royalties for two popular ebook channels. This is for informational purposes. The exact royalties are determined in accordance with the standard agreements with each distributor, which may change from time to time.
|$.99 – $2.98||35%*||45%|
|$2.99 – $9.99||70%*||70%**|
|$10 – $199||35%*||45%|
*Amazon.com (Kindle) subtracts a small “delivery” charge from the royalty of $.15 / megabyte of data for the book download.
**Kobo’s 70% royalty rate applies to books priced at 2.99 CAD and up to $12.99 CAD.
4. Term of Agreement
The Agreement shall continue until either party terminates pursuant to the terms set forth herein or until the delivery of services is completed. The term of this Agreement only covers the publishing process and delivery of services including successfully launching the Author’s book in all agreed distribution channels.
a. Termination by Author
Author may terminate this Agreement at any time and for any reason by providing written notice via email, fax, or certified mail, provided that Tellwell acknowledges receipt thereof from the Author. If Author terminates prior to the commencement of the publishing process, Author shall receive a full refund of all monies paid, less $99 to cover payment-processing costs. “Commencement of the Publishing Process” is defined as (1) Author’s submission of the manuscript, or (2) the passing of thirty (30) calendar days from the Author’s first payment, whichever occurs first.
All refunds will be made by Tellwell within thirty (30) business days after the notice of termination has been provided by Author. Once Tellwell commences the editing or layout of Author’s Book, no refunds will be given. Any marketing services purchased by the Author expire and are deemed fulfilled after 1 year from the date they are purchased.
b. Termination by Publisher
Tellwell may terminate this Agreement, the provision of any service hereunder, and publication of the Book with or without cause, for any reason and at any time, upon written notice to Author. In no event will Tellwell be obligated to publish a book of any kind, including but not limited to those which, in its opinion, infringe upon the common law or statutory copyright, violate the right of privacy of any person, contain libellous or obscene material, and/or promote hate, violence, or illegal activities. If Tellwell terminates the Agreement, Tellwell will immediately refund all monies paid by Author for services not yet commenced.
c. Updates to this agreement
From time to time these terms and conditions will be updated. Updates to the agreement will be posted on the Tellwell website.
5. Scope of Services & Fees
The scope of services varies depending on the publishing package and services purchased by the Author. Services are listed on the Tellwell website and on the invoice. Tellwell’s goal is to avoid any unanticipated or “hidden fees.” However, there may be circumstances when extra fees are appropriate and reasonable.
The following list defines the scope of particular services included in some Tellwell publishing packages, and outlines applicable fees when work beyond the normal scope of services is required:
(i) Editing services can be broken down into four major streams: Editorial Evaluations, Copy Editing, Substantive Editing (two rounds) and Proofreading. The editor’s job is to greatly improve the quality of a manuscript. We suggest the Author to have multiple rounds of editing and proofreading completed on the manuscript, and to proof the manuscript and book layout thoroughly as they revise, as this is the best way to make sure that the manuscript is ready to publish.
(ii) The Cover Design service includes assistance from Tellwell’s publishing coordinator in outlining the information required by the designer. This service provides the initial design of the front, back, and spine created by a professional designer using the information supplied by the Author; and includes two rounds of minor revisions based on feedback from the Author. Additional revision rounds may be purchased for $150 per revision round.
(iii) The Interior Layout service includes the initial layout of the interior by a professional designer using the information supplied by the Author, and includes two rounds of minor revisions based on feedback from the Author. Additional revision rounds may be purchased for $150 per revision round. Complex layouts will be assessed for extra costs on a custom quote basis. In the case that the Author did not purchase proofreading services, the Author is solely responsible for the very important role of proofing each version of the design file to identify corrections needed; proofing is extremely important as errors can occur when importing manuscript files to the software used by professional designers. If the Author makes substantial additions or deletions to the content of the book mid-way through the layout process, a re-layout fee of $500–599 may be charged (or else a custom quote may be generated for complex layout projects.
(iv) The Paperback and Hardcover Distribution service includes securing ISBNs for all book formats, listing the book with Ingram so the Book is made available to 38,000 booksellers that have accounts with Ingram. Tellwell is not responsible for ensuring that every business with an Ingram account properly displays the information related to the book.
(v) The Illustrations service includes two opportunities for the Author to influence the illustrations, first by outlining ideas prior to the illustrator starting the work and, second, by giving feedback on sketches provided during the process. The illustrator will have the final say on the illustrations, taking into account the Author’s vision. Additional fees will apply on a custom quote basis if the Author wants additional revisions or complexity added to the illustrations that go beyond the illustration time allocated for the project. The illustrator will keep the working files for illustrations for three months after completion of the project. Any revisions after this point will be considered new illustrations.
(vi) The Author Website service includes securing domain name if necessary and covering the fee for the domain name, up to $25 for one year; plus setup of hosting and covering the hosting cost for one year; plus installation of WordPress and setup of the Author’s choice of one of five WordPress themes; plus setup of five basic pages on the author website. An annual fee of $95 will cover domain name renewal (up to $25) and hosting costs. Additional website work may be available at an hourly rate or on a custom quote basis, or the Author may seek website help elsewhere.
Not all of the above listed services are included in every publishing service. Check the details of your publishing package to see which services are included in your package.
6. Author Warranties & Responsibility for Content
The Author takes full responsibility for the content of the work being published and represents and warrants the following to Tellwell:
(i) Author is the sole author of the work and the sole owner of the copyright in the work; Author either is the sole owner of the copyright in any associated cover or interior graphics supplied by Author for the work or has secured written permission to use the same in the work; and Author has full power, authority and right to enter into this Agreement and to grant the rights herein granted;
(ii) This Agreement does not conflict with any arrangements, understandings, or agreements between Author and any other person or entity;
(v) The work will not violate or infringe upon any rights of any other person or entity, including, without limitation, copyrights, trademark rights, trade secret rights, other intellectual property rights, contract rights, privacy rights, or publicity rights; and
(vi) The work is not defamatory, slanderous, libelous, or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in the work are not and will not be injurious to any reader, user, or any third person.
The Author agrees to indemnify and hold harmless Tellwell, its affiliates and any seller of the work from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses (including, without limitation, reasonable attorney’s fees and court costs) arising from, connected with, or by reason of any breach or alleged breach of any of the representations and warranties set forth in Section 6 above. All representations, warranties and indemnities made by Author herein shall survive termination of this Agreement. “Affiliates” means owners, shareholders, officers, directors, managing members, employees, parents, subsidiaries, affiliated companies, licensees, distributors, vendors, subcontractors, advertisers, internet service providers, attorneys, and accountants and any other person or entity to whom Author extends its representations and warranties to in connection with the production, dissemination, transmission, promotion, publication, or distribution of the work or the exercise of any rights therein or derived therefrom. In defending any such claim, action or proceeding, Tellwell shall have the right to defend with attorneys of its own selection and to settle the same, and Author shall fully cooperate in the defense thereof.