This contract (“Contract”) is entered into by Type & Tell, a publishing service provider, and you, the author and/or the publisher accountable for any works published by you with the help of Type & Tell. By registering an account with Type & Tell, you agree to these terms and conditions and you are deemed to have entered into this Contract.
1. TYPE & TELL
Type & Tell (hereafter called "T&T") is part of Bonnier Books Nova, a division of Bonnier Books, which is owned and governed by Bonnierförlagen AB, company registration no. 556023-8445, address PO Box 3159, 103 63, Stockholm, Sweden, email [email protected]
T&T is a publishing service provider which enables you to create, publish and distribute literary works you hold the copyright to, either as an ebook, as a physical print-on-demand book (“POD”), or by buying a print run for your own personal use. Towards this end, T&T offers you a digital publishing platform as well as several services to improve the quality and promote the sales of your work (“Work”).
2. RIGHTS TO THE WORK
2.1. When you enter into this Contract, you can purchase any services offered by T&T, the amount and extent of which are entirely up to your own needs and choosing.
2.2. Note that any publication services you choose to purchase from T&T are services enabling and helping you to publish your Work. T&T is not the publisher, consequently, the copyright and/or any intellectual property or proprietary rights pertaining to the Work are not transferred to T&T as a consequence of T&T performing these services. Instead, you retain full rights to your Work.
2.3. You grant T&T a non-exclusive right to manufacture copies of the Work as well as to distribute and to promote the Work. In addition, you grant T&T the right to use your name and your image in promoting the T&T service.
2.4. By entering into this Contract, you confirm that you own full rights to the Work and that you therefore have the right to enter into this Contract about publication of the Work and that you own all of the parts of the Work, or alternately that you have been given full permission to publish the Work via T&T.
Note that you must own the rights to all of the components of the Work, which includes not only the text content, but also any images and/or any other material you include in the contents of the Work or in the cover of the Work.
3. ACCOUNTABILITY FOR THE WORK
3.1. You acknowledge that by retaining full rights to your Work, you remain solely responsible for the content and all of the components of your Work. T&T does not control the content of your Work in any way, and is therefore not accountable for the content or the literary quality of any of the Works uploaded to, or created within, the T&T platform.
3.2. You hereby warrant that any Work you create, publish and/or distribute via T&T:
a) is owned by or licensed to you and you are the legal and beneficial owner of all rights in the Work, and/or that you have obtained all necessary consents from any relevant third parties to use the services of T&T for the purposes of publishing your Work;
b) does not and will not violate any copyright, intellectual property, registered trademark, brand, trade secret, patent, private life, public image, or any other right of anyone else;
c) does not contain material which violates UK law, or can be considered offensive or in any other way in violation of good practice, false advertising, agitation, incitement to racial hatred, discrimination, child pornography, an illegal portrayal of violence, an illegal threat, harassment, libel, or defamation;
d) does not contain any recipes, formulae or instructions that might be harmful to users; and
e) is free from any security interest, option, mortgage, charge or lien.
3.3 In addition to the above, you guarantee and will make sure that any manuscript or file uploaded to or created within the T&T platform does not contain viruses, trojan horses, worms, or any other malicious computer programming routines that might harm or destroy the T&T database.
3.4. T&T is not accountable for instances where the Work or any other material sent or uploaded to T&T is damaged or lost as a result of the kind of malware listed in section 3.3 above.
3.5. By entering into this Contract, you indemnify and hold T&T harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by T&T arising out of or in connection with any breach of the warranties in this section 3.
At the request of the Publisher and at your own expense, you shall provide all reasonable assistance to enable T&T to resist any claim, action or proceedings brought against T&T as a consequence of that breach.
3.6 This indemnity shall apply whether or not T&T has been negligent or at fault.
3.7 If a payment due from you under this section is subject to tax (whether by way of direct assessment or withholding at its source), T&T shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, to you in respect of the payment is the same as it would have been were the payment not subject to tax.
3.8 You shall pay to T&T interest on overdue sums under this section at 4% above the base rate of the Bank of England from time to time.
3.9 For the avoidance of doubt any breach of this section 3 will constitute a breach of this Contract and could result in your account being terminated and your Works being withdrawn from circulation.
4. T&T SERVICES
4.1. Publication packages
At the core of the T&T service are the three publication packages that prepare your Works for publication and printing. You may buy one or more of these packages, with each package designed to meet a different set of publishing needs and budgets. Each package combines services in a way that enables you to create, print and publish your Work.
T&T reserves the right to update or alter any of the packages available at any time prior to entering into this Contract. You should therefore check the T&T website for the latest information on the packages available before completing your purchase and confirming this Contract.
Type & Tell Basic:
The Basic package provides you with the essentials of book creation and publication. After creating the interior of the book in our "Book Editor", you get a print-ready PDF file and an EPUB2 file of your Work. These files are thereafter yours to use for whatever you wish.
Your Work is officially published in the UK, that is, registered in the British Library (this does not mean that distribution of your Work is restricted to the UK, it is solely a matter of officially registering your Work in the country of origin). Both book files are given ISBNs. Before publication, both book files will go through a technical review by a T&T professional, to ensure that they are formatted correctly and to a professional standard.
The price of the package includes one proof copy of your print book and five printed author copies.
Type & Tell Plus:
The Plus package provides you with the complete range of services for book creation, and sales. After creating the interior of the book in our "Book Editor", you get a print-ready PDF file and an EPUB2 file of your Work. These files are thereafter yours to use for whatever you wish.
Your book files undergo a technical review, are given ISBNs, the Work is published and registered in the British Library. The package includes one proof copy of the print book and ten printed author copies.
In addition to interior design via the "Book Editor", this Plus package includes the classic cover design service for both your print book and your ebook. Buying this Plus package also entitles you to a 5% discount on all editorial, marketing and project management services, as well as the in-house typesetting service, if you choose to buy them for this manuscript.
This Plus package also includes global distribution for your Work both as a POD book and an ebook, enabled by our partnership deal with T&T's distribution service provider. The distribution service will run for three years, at the end of which period you will be given the opportunity to extend this.
Type & Tell Pro:
The Pro package provides you with the complete range of services for professional book creation, publication, global distribution and marketing materials. Our in-house team will handle the interior typesetting of your book in our "Book Editor", giving you a print-ready PDF file and an EPUB2 file of your Work. These files are thereafter yours to use for whatever you wish.
Your book files undergo technical review, are given ISBNs, the Work is published and registered in the British Library. The package includes one proof copy of the print book and 20 printed author copies. Your Work is distributed globally both as a POD book and an ebook for three years, after which you can renew the distribution service if you wish.
This Pro package includes the premium cover design service for both your print book and your ebook. With the Pro package, your discount on all extra T&T editorial, design and marketing services you purchase for this manuscript is 15%.
In addition to these, the package includes a manuscript assessment and a proof reading of your manuscript. You also get a range of marketing services including digital advertisement design, print advertisement design, placement of the print advertisement in a book industry magazine, as well as printed marketing material for the promotion of your Work. You can find full details about these services on our website
With the Pro package, you are assigned a T&T professional as a personal publishing mentor who can be consulted throughout your book publishing process. This service includes four 30-minute video calls (or phone conversations if that is preferred) with your personal publishing consultant, with each call followed by a summary email.
4.2. Standalone services
In addition to the publication packages, T&T offers a wide range of individual standalone services. Most standalone services can be purchased fully independently from each other, but certain services can only be performed after buying a publication package from T&T.
The T&T distribution service offers global distribution for your Work both as a POD book and an ebook, enabled by our partnership deal with T&T's distribution service provider. You receive 100% of all net profits of the sales of your Work.
Note that T&T does not guarantee that the distribution of your Work will lead to consumer sales of copies of your Work. Your Work will, however, be available to order at all major national and international distributors, retailers and libraries.
What enables global availability for your print book is POD. Modern digital printing technology enables the quick, low-cost, yet professional, printing of your book in any quantity – from just one book to thousands.
This means that when a customer or a bookstore wants to buy your POD book, the bookstore will place an order for the book to the nearest printing house that is in partnership with [Ingram Content Group]. Upon receiving the order, the book will be printed immediately – “on demand”. The printed book will then be shipped to the bookstore or directly to the customer, depending on the buyer’s wishes.
This standalone distribution service is purchased separately for both the print and the ebook. It includes global market access via all major national and international distributors and retailers for an initial run of three years. After the first three years, T&T will contact you to see if you wish to continue with distribution.
Note that the distribution service can only be purchased from T&T if you have published your Work via T&T.
Print run service:
You may also choose to order a print run of your book for yourself to use as you personally wish. Personal print runs are especially useful for an author or a publisher wishing to sell their book on their own, or alternately to give away the book as a present for family, friends, loved ones, or as a business gift.
The print runs will be shipped to the delivery address you have given T&T in your personal account information. For the time being, T&T is unable to provide warehousing services for print runs.
Note that the print run service can only be purchased from T&T if you have published your Work via T&T.
All other standalone services offered by T&T can be purchased independently of any other service or service package. You may freely pick and choose from the T&T services to suit the unique needs of your manuscript.
4.4. Service providers
Certain services offered by T&T are fulfilled in-house by T&T staff and others by hand-picked freelance professionals or agencies in partnership with T&T.
T&T editorial services are provided in conjunction with T&T's editorial service provider. By entering into this Contract, you accept that, should you purchase an editorial service, you are giving T&T permission to share your text with T&T's editorial service provider.
For design services, T&T has selected graphic designers who specialise in certain genres.
T&T takes full responsibility for the quality of our service providers' work and all feedback should be directed to T&T.
5. T&T BOOK FILES — RIGHTS AND CONDITIONS OF USE
5.1. Book files published via T&T
Any book files which have been paid for by you by purchasing a T&T publication package, belong to you — be they print-ready PDFs, sales-ready EPUB2 files, generated by the T&T Book Editor, made by T&T or one of its service providers, or indeed any book files that have passed through the T&T system and been paid for. After publication, you are free to use them in whatever way you may wish.
5.2. Type & Tell does not take responsibility for the copyright protection of your book files. Our digital files are not protected by digital rights management (DRM) technology, however, the EPUB2 files can be watermarked by you if you so wish.
By entering into this Contract, you indemnify and hold T&T harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) that may arise from any copyright infringement of your Work.
5.3. Book files distributed via T&T
If you choose to purchase the distribution service from T&T, you give T&T and its distribution partners a non-exclusive right to sell and distribute your books via their channels globally. This means you are allowed to sell your book on your own through other channels not covered by the T&T distribution service, while using the T&T distribution service.
5.4. Promotional use of book files distributed via T&T
If you choose to purchase the distribution service from T&T, you give T&T and its distribution partners the right to use parts of the book content in promoting the book. This includes giving online book retailers the permission to give their customers the ability to preview up to 10 % of your book content. An example of this kind of preview is the Amazon “Look Inside” feature.
6. T&T PRICES
6.1. There are no hidden costs for any of the T&T services or the use of the T&T site.
6.2. For all services apart from the bulk printing and the premium cover design service (details of which are below), the prices are shown up-front on the Prices & services page on the T&T website.
T&T's bulk printing services are provided in conjunction with T&T's bulk printing service provider. For the bulk printing service, you can pre-calculate the estimated price of your print run with our Print cost calculator on the Prices & services page. After putting in the order for a print run of a magnitude of your own choosing, T&T will double-check the price and will quote you the final price before finalising the order. You may always refuse the final quoted price before the order goes through.
For the premium cover design service, you should contact T&T customer service with details of your book as well as your cover design wishes and specifications. T&T will in turn locate a suitable graphic designer for your specific wishes and will come back to you with an introduction of the designer, their work, and a price quote. You may always refuse the quote price before the order goes through.
6.3. T&T prices are presented in the following format: [price including value added tax £ XX,YY; inclusive of VAT in the amount of £ XX,YY]. This is to enable both VAT-registered and non-VAT registered customers to calculate a service fee applicable to them.
Value added tax is added to the prices according to UK law:
The value added tax for Publication Packages and the Bulk Printing service is 0%.
The value added tax for all other T&T Standalone services is standard rated 20%.
7. SALES – SETTING THE PRICE FOR THE WORK
If you choose to purchase the T&T distribution service, you are fully in control of the pricing of your own Work. You decide the price of your Work in every national and international market territory you choose to make the Work available in.
However, by agreeing to the T&T Terms & conditions, you agree to the following conditions:
7.1. Print books
For your POD book, you do this by giving the book a Recommended Retail Price (“RRP”).
The RRP, sometimes called the list price, is the price at which you recommend that retailers should sell your book to consumers.
The price that retailers pay for your book is called the wholesale price, or the trade price. The wholesale price is calculated by deducting a fixed wholesale discount (and any applicable VAT) from your RRP.
The wholesale discount is determined by Type & Tell’s deal with its distribution partner in each market territory. The wholesale discount in the UK and European Union market territories is 40 %. The wholesale discount in the US, Canadian and Global Connect market territories is 50 %. The wholesale discount in the Australian market territory is 40 %.
Your author royalty is calculated by deducting the printing cost of your book from the wholesale price. It is in effect the remaining sum, or net profit, after all costs are deducted from your book’s RRP. Your author royalty at T&T is 100% of your net profits.
This makes the formula for calculating your author royalties the following:
[Author royalty] = [RRP less VAT less wholesale discount less printing cost]
Author royalty calculation example:
Should you give the book an RRP of GBP 15.00 in the UK market territory. The UK print book VAT is 0 %. The UK wholesale discount is 40 %, or GBP 6.00. And presuming your book is a British paperback with 200 black and white pages in cream, with a printing cost of GBP 2.97. Then:
Author royalty = 15.00 less 0.00 less 6.00 less 2.97 = £6.03
7.2. When deciding your prices, note that the wholesale price of your book cannot be lower than the printing cost of your book. This would mean that the author royalty of a POD sale would fall into the negatives, ie., you would be making a loss on the sales of each book.
7.3. Note furthermore that retailers of your book are allowed to, and will, decide the actual consumer price, or retail price, of your book independently of the RRP you have set. This does not affect the author royalty you receive, as this is based on the RRP you have set.
7.4. Major distribution and retailer partners, such as Amazon and Apple, reserve the right to offer their customers the lowest comparable price for your book within their market territories. This means that while you are allowed to sell your book on your own through other channels not covered by the T&T distribution service, you are not allowed to sell it for a significantly lower price than the RRP you have set for your book in the T&T system.
In terms of pricing, the ebook market works differently from the print market. First, there is no printing cost to consider. Second, ebooks generally have higher VAT rates across the globe – in the UK the ebook VAT rate is 20 % to print books’ 0%.
You decide the price of your ebook by giving it a general RRP for each of the market territories you choose to make the ebook available in. If you want the ebook to be sold through Apple, you must also give the book a separate “Apple price”.
The formula for calculating the author royalty of your ebook sales is the following:
[Author royalty] = [RRP less VAT less distributor + retailer cut]
Author royalty calculation example:
Should you give the book an RRP of GBP 10.00 in the UK market territory. The UK ebook VAT is 20%, or GBP 2.00. The distributor + retail cut is 58.5% in total, or GBP 4.68. Then:
Author royalty = 10.00 less 2.00 less 4.68 = £3.32
7.6. Apple also requires that the Apple retail price of your ebook is never more than the RRP price of the same title as a print book. In fact, in most market territories, the Apple retail price should never be more than a set percentage of the print book RRP.
T&T provides its customers with a pricing guide where the Apple pricing conventions are laid out in detail. However, a useful general guideline for pricing your ebook via Apple is to never set the Apple retail price to more than 60 % of your print book RRP.
7.7. Updating the price of your book
You can always update the price of your book, even after its publication and after it has been sent out for distribution. However, there are certain technical limitations to the scheduling of price updates:
You may update the price of your POD book once a month, for it go live the following month. To have the price update live and sent through to retailers in the following month, you should set the new price by the 10th of the current month; so that price changes submitted by the 10th of January will be sent to retailers on the 1st of February.
If you set the new price later than the 10th of the current month, the price will not go live until the month following the next month.
Ebook price updates are quicker and more flexible. You may update the price of your ebook whenever you wish. The price changes will go through to retailers generally within one business week, although you should allow for up to two business weeks for this.
8. SALES – ROYALTY PAYMENTS
8.1. Sales reports
If you have purchased the T&T distribution service, T&T keeps you up to date of all of your sales and earnings on the "Economy" pages of your private T&T user account.
The sales statistics on the "Economy" pages are updated monthly. This is done by the end of the second following month of the actual sales month; so that any sales transactions from January will be shown in your Economy pages by the end of March, and so on.
8.2. Royalty payments
T&T pays out your author royalties quarterly. This is done by the beginning of the second quarter that follows the actual sales quarter; so that any sales transactions from Q1 (January to March) will be paid out by the beginning of Q3 (July to Sept), and so on.
If the ‘quarter beginning’ date falls on a non-working day, T&T will pay out your author royalties on the first working day following the relevant ‘quarter beginning date. For the avoidance of doubt, the quarter beginning dates are 1 January, 1 April, 1 July and 1 October.
8.3. Type & Tell operates a self-billing system. By agreeing to the T&T terms and conditions, you are agreeing to be enrolled in self-billing for the duration of your distribution term (3 years from the time of book publication). After this time, we will contact you to ask if you wish to renew this self-billing agreement, and if you tax status has changed. This means that you do not have to invoice T&T for your royalties. Royalties will be transferred direct to your bank account.
You will be contacted before your first payment is due, so that you can confirm the correct name, address and bank details for payment. Thereafter T&T will continue to pay out your author royalties into this account as they are due every ‘quarter end’, unless T&T is notified by you of an alternative account.
Please note that thereafter you are responsible for making sure that T&T has your up-to-date bank details and other payment information. T&T is not liable if you do not receive payment due to incorrect bank account details.
Please read carefully Addendum 22 at the end of these Terms & Condition for the full self-billing contract between yourself and Type & Tell.
If you do not agree to self-billing, please contact us before registering with Type & Tell.
8.4. By agreeing to the T&T terms and conditions, you hereby guarantee that you will take care of the declaration and payment of income tax and other lawful payments owed for the earnings you make from your Work.
8.5.If you are not VAT registered, T&T will pay out the exact amount of your author royalties, shown in your quarterly settlements report in your “Economy” pages, directly into your bank account.
If you are VAT registered, then T&T will add VAT (20%) to this royalty payment before transferring it to your bank account.
8.6. You are responsible for alerting T&T to any changes in your VAT status and undertakes to indemnify the Publisher from and against any and all costs (including, but not limited to, interest, penalties or inability to recover VAT imposed on Publisher by HM Customs & Excise) resulting from the Author’s failure to so notify the Publisher.
8.7. Due to administrative costs, there is a minimum pay-out limit of GBP 50.00, which means that payments are not made if your author royalties are less than GBP 50.00 [exclusive of VAT] within the quarter in question. If your balance is less than GBP 50.00 [excl. VAT] within one quarter, the balance is added onto the balance of the next quarter.
Notwithstanding the pay-out limit, all authors are paid the full balance of their account once a year. This is done by the end of the first quarter of the following year; so that all authors are paid the full balance of their account for any sales in 2017 by the end of Q1 in 2018, and so on.
8.8. T&T may at any time, without notice to you, set off any of your liability against any liability of T&T to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract. If the liabilities to be set off are expressed in different currencies, T&T may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by T&T of its rights under this section shall not limit or affect any other rights or remedies available to it under this Contract or otherwise.
9. PRINTING AND DELIVERY TIMES
9.1. The estimated printing time for proof copies, author copies or bulk print runs of paperback books via T&T is 4-6 business days upon receiving the order. On top of that, please allow for a shipping time of 3-5 business days like any standard UK postal deliveries.
9.2. The estimated printing time for proof copies, author copies or bulk print runs of hardback books via T&T is 6-11 business days upon receiving the order. On top of that, please allow for a shipping time of 3-5 business days like any standard UK postal deliveries.
9.3. T&T endeavour to ensure that POD orders are printed and shipped to their destinations within 3 business days.
9.4. The T&T commitment to these delivery times will not stand if the author does not deliver technically correct, finished materials, or if the materials are damaged.
10. PERSONAL INFORMATION POLICY
10.1. T&T is a part of the Bonnier Publishing group (hereafter called Bonnier). The personal information of all customers and users of any business belonging to Bonnier are handled in a concerted manner inside the group.
By registering to use T&T, you accept our terms of service, including agreeing to the personal information policy of the Bonnier group. This means that you concede to Bonnier the right to access and handle your personal information and your email address. A more detailed explanation of how Bonnier handles personal information can be found at: www.bonnier.com/contact-us/Customer-Data/
Bonnier uses “cookies” and other similar techniques to monitor how the digital services owned by Bonnier are used and to improve the user experience for everyone visiting the sites.
10.3. You can also regulate the targeted advertising on your online browser. You can find more information about this at:www.youronlinechoices.com/uk
11. LIMITATION OF LIABILITY
11.1. T&T is not liable for any damage the Work may suffer due to disruptions of T&T service which are caused by maintenance, updates or system malfunction.
11.2. T&T’s liability for damages is limited to the reparation of direct damage caused by gross negligence. T&T is not liable for indirect damages, such as loss of sales due to a T&T service disruption.
11.3. If you intend to promote and sell your Work through independent means, you must note that any agreements and contracts between you and individual buyers of your Work are separate from your contract with T&T. Therefore T&T cannot be held responsible for any judicial or financial aspect of those agreements.
11. CHANGE OF SERVICE PROVIDER
T&T works in conjunction with other service providers in order to provide you with access to a full range of publishing and editorial services.
T&T reserves the right, at any time and for any reason, to change any service provider without giving notice to you, provided that there is no change in the applicable terms and conditions as set out in this Contract.
12.1 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Contract.
13. DEFECTIVE BOOKS – RETURNS
13.1. Because the Work is made according to your own specifications and you are personally in control of the layout and other factors relating to the quality of your book, T&T does not allow for a general returns policy. Complaints due to defects in the Work owing to printing, colour, ink, or other technical elements, will be resolved by applying relevant sections of the Consumer Protection Act or UK commercial law.
13.2. T&T strongly advises that you carefully examine your book files, both the print-ready PDF and the EPUB2 file, before sending the final version in for technical review. This way you can personally make sure the end product will look exactly like you wanted.
13.3. PROOF COPIES
The price of each of the T&T publication packages (Basic, Plus, Pro) includes a proof copy of your print book. The purpose of the proof copy is to make sure that the interior and the cover of your printed book meet your expectations. You have the possibility to make changes to your book before its publication if you find any flaws in the proof copy.
Note that if the flaw is a technical flaw due to a printer mistake, the corrections are complementary for you. However, if you catch flaws in the content of the book, which could have been caught while examining the book files before sending them in for technical review, the corrections will incur a revision fee of GBP 25.00.
14. SERVICES – COMPLAINTS
If you are unsatisfied with the quality of service you have received from T&T, you are encouraged to contact T&T customer service. T&T is proud of the quality of service provided by its professional staff, service providers and freelancers, and will make every attempt to get to the bottom of any problem you may have. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, that affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this Contract by giving ten business days' written notice to the affected party.
15. APPLICABLE LAW AND JURISDICTION
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
16. ENTIRE AGREEMENT
16.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
18.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. THIRD PARTY RIGHTS
No one other than a party to this Contract shall have any right to enforce any of its terms.
20. NO PARTNERSHIP OR AGENCY
20.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21.1. T&T reserves the right to block you from using the service or to remove your Works from the service at any time, if you do not follow the terms of this Contract, or in any other way act in a manner T&T considers harmful. T&T has the right to remove any Works from the T&T database that T&T considers harmful.
21.2. T&T reserves the right to alter the terms, prices and other conditions and details pertaining to the T&T service at any time. These changes will never, however, affect the terms and conditions pertaining to any on-going service that has already been paid for by you.
22. SELF-BILLING CONTRACT
Type & Tell agrees:
1. To issue self-billed invoices for all royalties due to the user until the end of their term of distribution (3 years from the date of first publication).
2. To complete self-billed invoices showing the user’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice.
3. To make a new self-billing agreement in the event that their VAT registration number changes.
4. To inform the user if the issue of self-billed invoices will be outsourced to a third party.
The user agrees:
1. To accept invoices raised by the self-biller on their behalf until the end of their term of distribution (3 years from the date of first publication).
2. Not to raise sales invoices for the transactions covered by this agreement.
3. To notify the customer immediately if they:
change their VAT registration number;
cease to be VAT registered; or
sell their business, or part of their business.