TERMS AND CONDITIONS

1.Defined Terms

In these Terms and Conditions, “Author/Artist”, “Literary/Artwork”(Work), “Territory”, “Period”, “Licensed Goods”, “Licensed Use”, “Customer”, “Fee”, “Royalty” “Delivery Date”, “Return Date”, and “Credit Line” have the meanings given to them in the Particulars [overleaf] [to which these Terms and Conditions are attached]. “CWLA” means Caroline Wakeman Literary Agency (company number GICO116889-74), trading as ITSME Ltd and acting as sole agent for the Author/Artist.

2.Licence

2.1 Subject to the payment of the Fee and the Royalty (if applicable) by the Customer to CWLA when due, CWLA grants to the Customer a non-exclusive/exclusive (as specified) licence to reproduce the Literary/Artwork solely for the purposes of the manufacture, distribution and sale of the Licensed Goods or for the purposes of the Licensed Use (as appropriate) in the Territory for the Period, or until earlier termination of this licence in accordance with the provisions of clause 7 below. In the case of a licence to manufacture Licensed Goods, the licence also includes the right to reproduce the Work in advertising and promotional material for the Licensed Goods.

2.2 If, at any time during the Period the Work has not been exploited by the Customer by way of manufacture, distribution and sale of the Licensed Goods or for the purposes of the Licensed Use for a consecutive period of 12 months, CWLA may serve a written notice upon the Customer terminating the licence granted under clause 2.1 in respect of the Work which notice shall take effect upon delivery. For the avoidance of doubt Licensed Goods as stated in the particulars will relate to traditional retail models and unless stated as such excludes electronic sales and bespoke publishing via print on demand.

3.Delivery of Work

CWLA shall use its reasonable endeavours to procure the delivery of the Work to the Customer by the Delivery Date. Time shall not be of the essence for the purpose of this clause and, CWLA shall not be liable for any loss (including without prejudice to the generality of foregoing any consequential loss or loss of profits) incurred by the Customer if delivery of the Work is not made by the Delivery Date.

4.Payment

4.1 The Customer shall pay the Fee to CWLA by the end of the calendar month following the month in which CWLA’s invoice is issued which the Fee shall be on account of Royalties due to CWLA under clause

4.2 In addition to the payment of the Fee, the Customer shall pay to CWLA the Royalty which shall be calculated as a percentage of the Net [Wholesale][Retail] Price of all the Licensed Goods sold or otherwise disposed of by the Customer during the Period. The Net [Wholesale][Retail] Price of the Licensed Goods shall be the [wholesale][retail] price, excluding Value Added Tax, at which the Licensed Goods are sold [by the Customer to the retailer][to the public].

4.3 The Customer shall pay interest to CWLA on any late payments of the Fee or Royalty at the rate of 4% per annum over Barclays Bank PLC base rate from time to time from the date such payment fell due until receipt by CWLA of the full amount due, whether before or after judgement.

4.4 All payments to be made under this licence shall be exclusive of VAT or Withholding Tax etc and any applicable VAT or other tax shall be paid in addition to such payments upon production of a valid invoice.

5.Records and Inspection

5.1The Customer shall keep true and accurate accounts and records of the sale and disposal of all Licensed Goods and the aggregate Net Retail Price received in respect thereof together with any other information relevant to the computation of the Royalty. The Customer shall within 14 days of the end of each [calendar month/quarter] during the Period send to CWLA a full statement showing the number of Licensed Goods sold or otherwise disposed of during that period, and the aggregate Net Retail Price in respect thereof, together with a remittance for the Royalty due to CWLA.

5.2 The Customer shall, on request, allow CWLA, or its auditors, to inspect, audit and take copies of the Customer’s accounts and records insofar as necessary to verify sales and other disposals of the Licensed Goods and the aggregate of the Net Retail Price in respect thereof and the Royalty due to CWLA. If the sums paid by the Customer to CWLA are less than the amount certified as due by such auditors, the Customer shall pay the outstanding balance and (if the said balance exceeds £1,000 or 10% of the amount due, whichever is the smaller) the auditor’s fees to CWLA within seven (7) days of the date of the auditors’ certificate.

5.3 All sums shall be paid in full without deductions except only for such tax as the Customer is legally bound to withhold. The Customer shall provide official tax receipts in respect of such deductions and shall provide all documentation in relation to the withholding that CWLA requires in order to recover the withheld tax.

6.Quality of Licensed Goods

6.1 The Customer shall ensure that any reproductions of the Work for the Licensed Use shall be of first class technical and edited or pictorial quality and that the Licensed Goods are manufactured to a high standard of quality and shall, if requested by CWLA, submit samples of the Licensed Goods to CWLA for their approval prior to any distribution, sale or disposal of any Licensed Products. If such approval is requested, no Licensed Goods shall be distributed or sold by the Customer without such prior written approval.

6.2 The Customer shall comply with all applicable laws, safety standards, codes and regulations relating to the manufacture, sale, distribution or other dealing with the Licensed Goods in the Territory.

7.Termination and Consequences of Termination

7.1 CWLA may terminate the Licence immediately by notice in writing at any time to the Customer if:

(a)the Customer commits a material breach of any of the terms or conditions of this Licence unless such breach is remedied (if capable of remedy) within fourteen (14) days of notice given by CWLA requiring the Customer to do so;

(b) if the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against the Customer or if (being a company) an order is made or a resolution is passed for the winding up of the Customer or for the appointment of an administrator to manage the Customer’s affairs, business and property or if a receiver is appointed of any of the Customer’s assets or undertaking or if circumstances arise which entitle the Court to make a winding-up order.

7.2 Upon the termination or expiration of this Licence for any reason all Royalty and other monies accrued due hereunder shall become immediately due and payable to CWLA and, subject to clause 7.1, the Customer shall within thirty (30) days deliver to CWLA or otherwise dispose of in accordance with the directions of CWLA the Work, all Licensed Goods, samples thereof and any advertising, promotional or sales material relating to the Licensed Products then in the possession of the Customer. The Customer shall cease to manufacture, distribute, advertise or sell the Licensed Products.

7.3 Upon termination or expiration of this Licence subject to any rights or obligations which have accrued prior to termination and to the continued existence and validity of the rights and obligations of the parties under those clauses which are expressed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement, neither party shall have any further obligation to the other under this Agreement.

7.4 Upon termination or expiration of this Licence other than in accordance with the provisions of clause 7.1, the Customer shall be entitled for a period of up to 6 months following such termination or expiration, to distribute, sell and deal any Licensed Goods in its possession and manufactured prior to the date of termination or expiration. For the avoidance of doubt, Royalties shall be due to CWLA on any Licensed Goods sold or otherwise disposed of during this period.

8.Alterations

8.1 The Customer shall not in any way modify, alter, amend or adapt the Work or permit the Work to be altered, amended, adapted or modified in any way.

8.2 The Customer shall not use the Work in anything other than its original form save that the Customer may overprint art /text on reproductions of Work and apply colour enhancement to reproductions of Work.

9.Author/Artist

The Customer hereby acknowledges that CWLA has been appointed as the Author/Artist’s sole agent in respect of the exploitation of the Work and all and any other Works created by the Author/Artist and the Customer hereby agrees that if the Customer wishes to acquire an additional licence to reproduce and exploit such Work and other Works the Customer shall acquire such a licence from CWLA and not from the Author/Artist directly.

10.Assignability

In the case of a non-assignable licence, this licence is personal to the Customer, and the Customer shall not assign its rights or obligations hereunder to a third party save that if the Customer is a company, this licence may be assigned to another company within the same group. For purposes of this clause, “group” has the same meaning as in Section 42 of the Landlord & Tenant Act 1954. In case of an assignable license, the Customer may assign the benefit of this Licence to a third party.

11.Liability and Indemnity

11.1 CWLA shall not be liable to the Customer for any loss or damage suffered or incurred by the Customer as a result of the Work or the Licensed Goods breaching any copyright, intellectual property rights or any other rights of any third party.

11.2 The Customer shall indemnify CWLA and hold it harmless against any costs, claims, damages, demands, liabilities or expenses (including legal expenses) awarded against or incurred or paid by CWLA arising out of or in connection with any breach by the Customer of any of its obligations under this Agreement.

12. Export Duties

The Customer is responsible for any customs, duties or local taxes in whatever form incurred, and CWLA does not accept any liability for these charges.

13.Credit Line and Copyright Notice

13.1 The Customer hereby agrees that the Credit Line shall be included on all Licensed Goods. CWLA hereby asserts on behalf of the Author/Artist, the Author’s/Artist’s right to be identified as the author of the Work in accordance with Sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

13.2 Each and every one of the Licensed Goods including the packaging, advertisements and other related material shall contain such copyright notices as shall be required and/or approved by CWLA.

14.Warranties

14.1 CWLA warrants to the best of its knowledge:

(a) it is the exclusive Licensee of the Work and entitled to enter into this licence;

(b)it does not infringe the copyright or any other right of any other person;(c) it does not contain any defamatory or obscene statement or matter; and

(d) it has not previously licensed, assigned, granted or in any way encumbered the Work so as to derogate from the licence hereby granted, however the client must be aware that due to our business model some clerical and library related errors can be made, we are not able to warrant any of the above conditions as clause 11.

15.Severability

If any provision of these terms and conditions is declared by court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions.

16.Entire Agreement and Variation

This Agreement supersedes all prior agreements, negotiations and discussions between the parties relating thereto. No amendment or other variation to this Agreement shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

17.Notices

All notices required or permitted under this Agreement shall be in written form and shall be sent to the addresses set out in the Particulars to which these Terms and Conditions are attached and shall be given by personal delivery, post or sent via e-mail and if sent by post shall be deemed to have been delivered (in the case of internal UK post) 48 hours after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed stamped and posted, if delivered personally shall be deemed to have been delivered when it is received and in the case of notices sent via email, when it has been successfully delivered.

18.Governing Law

This Licence shall be governed by and construed in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts.

19.No Generative Al Training Use

For avoidance of doubt, Author reserves the rights, and [Publisher/Platform] has no rights to, reproduce and/or otherwise use the Work in any manner for purposes of training artificial intelligence technologies to generate text, including without limitation, technologies that are capable of generating works in the same style or genre as the Work, unless [Publisher/Platform] obtains Author’s specific and express permission to do so. Nor does [Publisher/Platform] have the right to sublicense others to reproduce and/or otherwise use the Work in any manner for purposes of training artificial intelligence technologies to generate text without Author’s specific and express permission.