Terms and conditions

1.1	"Interead" means Interead.com Ltd of Suite 7 Hadfield House, Library Street, Gibraltar that owns and operates CoolerWriting.
1.2	"Buyer" means any author, writer, copyright owner, publisher or any other person or organisation that purchases or agrees to purchase Services from Interead.
1.3	"Services" means the services provided by Interead, as described on the Website and in these Terms and Conditions.
1.4	"Fees" means the monies due to Interead from the Buyer for providing the Services.
1.5	"Royalties" means the monies paid by Interead to the Buyer.
1.6	"Terms and Conditions" means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by Interead.
1.7	"Agreement" means the legal contract between Interead and the Buyer for the provision of the Services incorporating these Terms and Conditions.
1.8	"Work" means all books, manuscripts, screenplays and other literary items submitted by the Buyer to Interead.
1.9	"Author" means any author or writer that purchases or agrees to purchase Services from Interead.
1.10	"Publisher" means any publisher that purchases or agrees to purchase Services from Interead and that represents one or many writers ("Publisher" does not mean Interead).
1.11	"Publish" means published by Interead.
1.12	"Sell" means distribute, market and sell.
1.13	"Website" means CoolerBooks.com/writing.
1.14	"Bookstore" means CoolerBooks.com.
1.15	"Mediator" is the party mutually agreed by Interead and the Buyer to resolve a dispute between them.

2.1	Please read these Terms and Conditions carefully, as your acceptance of them constitutes a binding Agreement between you (the Buyer) and Interead.
2.2	By purchasing or agreeing to purchase Interead's Services, you acknowledge that you have read this Agreement, understand it and will be bound by its Terms and Conditions (as amended from time to time).
2.3	Interead shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
2.4	By purchasing or agreeing to purchase Interead's Services, you accept these Terms and Conditions as they are presented to you and you warrant and represent that you have the legal capacity to enter into this Agreement and have obtained all necessary approvals to do so.
2.5	Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Interead.
2.6	These Terms and Conditions shall apply to the Agreement for the supply of all Services by Interead to the Buyer and shall supersede any other agreements, arrangements, documents, communication or other undertakings, either written or oral, between parties.
2.7	Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which Interead may be entitled in relation to the Services, by virtue of any statute, law or regulation.
2.8	Any complaints should be addressed to Interead's address stated in clause 1.1.

3.1	The Services are as described on the Website and in these Terms and Conditions.
3.2	Any variation to the Services must be agreed by Interead in writing.
3.3	The Services shall commence on the date specified on the order confirmation email and continue until terminated according to the terms of this Agreement.
3.4	Dates given for the commencement of the Services are estimates only and not guaranteed. Time for commencement shall not be of the essence of the Agreement and Interead shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.
3.5	Interead is acting in an exclusive capacity.
3.6	Interead shall represent and market throughout the world the rights in all Work written by the Author including, but not limited to, book, electronic publishing, newspaper and magazine, motion picture, stage, radio, television, audio and video rights.

4.1	All orders for Services shall be deemed to be an offer by the Buyer to purchase Services pursuant to these Terms and Conditions and are subject to acceptance by Interead. Interead may choose not to accept an order for any reason and for no reason, and no reason need be provided.
4.2	Where the Services ordered by the Buyer cannot be fulfilled within the timeframes stated on the Website and in these Terms and Conditions, the Buyer shall be notified and given the option to either wait until the Services can be fulfilled or cancel the order and receive a full refund within twenty eight (28) days.

5.1	Interead reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. Interead shall make every effort to ensure prices are correct at the point at which the Buyer places an order. Any variation to the Services must be agreed by Interead in writing.
5.2	Interead reserves the right to withdraw any Services from the Website at any time.
5.3	Interead shall not be liable to anyone for withdrawing any Services from the Website or for refusing to process an order.

6.1	The Fees are as specified on the Website and in these Terms and Conditions.
6.2	The Fees displayed on the Website in GBP are inclusive of VAT.
6.3	The Fees displayed on the Website in USD are exclusive of sales taxes and these sales taxes may need to be paid separately, dependent upon the location of the Buyer when the Services were purchased.
6.4	The Fees for the sale, lease or license of the Buyer's Work are charged as non-refundable commissions.
6.5	The Fees include public lending rights.
6.6	The Buyer shall be responsible for paying tax due in terms of their legal obligations.
6.7	Interead is authorised to collect any tax payable by the Buyer if Interead is required to do so by law.
6.8	Any monies paid directly to the Buyer by third parties in connection with Work covered by these Terms and Conditions should be sent to Interead within ten (10) days of receipt otherwise a sum of equal value shall be deducted by Interead from monies held in account by Interead.
6.9	Interead shall not charge the Buyer others fee beyond the regular Fees without the Buyer's prior consent in writing.
6.10	On termination of the Agreement Interead shall continue to receive Fees for all contracts under negotiation or concluded during the term of the Agreement or those which later extend or renew such contracts.
6.11	On termination of the Agreement Interead shall be entitled to receive a share of fifty (50) per cent on the sale of any foreign, American or film rights of which UK rights have been sold by Interead during the term of the Agreement.
6.12	The Buyer must settle any invoiced payments for Services within thirty (30) days from the invoice date.
6.13	Payment of the Fees must be made in full before fulfilment of the Services.
6.14	The Buyer will pay interest on all late payments at a rate of eight (8) per cent per annum above EURIBOR.
6.15	Interead is also entitled to recover all reasonable expenses incurred in obtaining payment from the Buyer where any payment due to Interead is late.
6.16	The Buyer is not entitled to withhold any monies due to Interead.
6.17	Interead is entitled to vary the price to take account of:

6.17.1	any additional Services changes requested by the Buyer which were not included in the original Services purchased;
6.17.2	any reasonable increase in set rates, if applicable; and any variation in price must be intimated to the Buyer in writing by Interead.

7.1

The Buyer warrants and represents that he/she is the sole proprietor of the Work, and the sole owner of the rights herein granted and have not assigned, pledged or encumbered such rights or have not entered into any agreement which would conflict with the rights granted to Interead herein, and that the Work to the best of his/her knowledge:

7.1.1	does not contain any libellous matter;
7.1.2	does not violate the civil rights of any person or persons;
7.1.3	does not infringe any existing copyright;
7.1.4	has not previously been published in book form if the Services purchased by the Buyer include the intention that Interead will become the publisher of the Buyer's Work.

7.2	The Buyer shall hold harmless and indemnify Interead, its retailers and distributors from any recovery or penalty finally sustained by reason of any violations of copyright or other property of personal right; provided, however, that:

7.2.1	Interead shall with all reasonable promptness notify the Buyer of any claim or suit which may involve the warranties of the Buyer hereunder;
7.2.2	the Buyer agrees fully to cooperate in the defence thereof; and in this event the Buyer will reimburse Interead for all court costs and legal fees incurred. The warranties contained in this article do not extend to drawings, illustrations, insofar as not furnished by the Buyer, or to any other material not furnished by the Buyer.

7.3	The Author asserts his/her moral right to be identified as the author of the Work in relation to all such rights as are granted by the Author to Interead under the terms and conditions of this Agreement. The Copyright in the Work shall belong to the Author or the party that the Author cites as the copyright holder. The Author shall be solely responsible for filing its copyrights and any other intellectual property with the appropriate governmental body. It is the Author's responsibility to place a copyright notice on the copyright page or some other prominent place in the Work.
7.4	The Buyer agrees to deliver to Interead a complete electronic text of the Work in the relevant formats defined in clause 11.
7.5	The Buyer agrees to cooperate with Interead as may be required.
7.6	The Buyer shall comply with all legal obligations regarding income tax, national insurance and other monetary affairs.
7.7	The Buyer authorises Interead to withhold tax due if Interead is required to do so by law.
7.8	The Author shall notify Interead promptly of any commercial interest from third parties in their literary work.
7.9	The Author shall not belong to any other literary agency or publisher unless this has been notified to Interead and agreed by Interead prior to the commencement of the Services.

8.1	Interead shall supply the Services as specified on the Website and in these Terms and Conditions.
8.2	Interead shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice and statutory obligations.
8.3	Interead may not make any changes, additions, deletions, abridgements, or condensations in the text of the Work or changes of without the prior written consent of the Author. Minor typographic errors may be corrected by Interead without written consent.
8.4	Interead shall take due care of all manuscripts and illustrative material submitted to them by the Buyer but will not be liable for the loss or damage of such items while with a third party or in transit. The Buyer is advised to keep copies of any items submitted.
8.5	Interead shall retain in full the exclusive worldwide right to Sell or license the Work for publication in whole or in part, in English or in any foreign language, in any way, shape, edition, format, territory or form not in conflict with the rights granted to Interead under this Agreement. All and any other subsidiary rights including television, film, stage, radio, video, audio, etc., shall be held by the Interead. The legal rights to make agreements for subsidiary rights, licensing or sale shall be held by Interead.
8.6	Interead agrees to publish the Work in electronic book form at its own expense at a catalogue retail price of not less than $4 (US Dollars) per copy not later than two (2) months after the delivery of the completed Work. In the event of delay from causes beyond the control of the Interead, the publication date may be postponed accordingly, but not to exceed six (6) months from the delivery of the completed Work. If this delay is due to actions required of and to be undertaken by the Buyer, including, but not limited to, incorporation of suggested edits into the Work, then Interead will postpone the publication process (and therefore publication date) until receipt of the completed Work from the Buyer.
8.7	Interead agrees to promote the Work on its own web sites and to seek promotion by any and all appropriate means available including listings on electronic book marketing websites, and providing free electronic copies for review by online and offline reviewers.
8.8	Pricing of the Buyer's Work and any discounts applied to the list price shall be solely at the discretion of Interead.
8.9	Interead agrees to sell the Work on its own dedicated Bookstore at a list price of at least $4 (US Dollars).
8.10	Interead shall forward royalty statements to the Author on or within thirty (30) days of April 1st, July 1st, October 1st and January 1st of each year of this Agreement, along with any payments due, covering the three month periods to March 31st, June 30th, September 30th and December 31st respectively. The Buyer shall have the right to examine the accounts of Interead at any time after written demand by the Buyer but solely in respect of sales relating to the Buyer. In the event that there are discrepancies between the royalty statements and Interead's accounts and that those discrepancies shall total more than one hundred US Dollars ($100) to the Buyer's disadvantage under this and any other Agreement between the Buyer and Interead, Interead shall tender such monies due to the Buyer within ten (10) days of notice to do so.
8.11	On termination of the Agreement Interead shall release the Buyer from all unsold rights and any rights that subsequently revert from prior license.

9.1	At this time, Interead do not offer print on demand services and therefore the Buyer's Work will be only be produced in a format suitable to an electronic book.

10.1	At this time, Interead do not accept Buyer's Work in any other language other than English.
10.2	The Buyer must submit the following information when they submit their Work, in a separate .doc or .docx file:

10.2.1	Author name;
10.2.2	Author biography (maximum 100 words);
10.2.3	Book title;
10.2.4	Book subtitle (if a subtitle is required);
10.2.5	Book genre (please select from the category list on Interead's Bookstore, Coolerbooks.com);
10.2.6	Book summary (maximum 750 words).

10.3	Interead will only accept Buyer's Work submitted by an Author purchasing the Services described in the Concise, Appraise and Definitive packages in .doc or .docx file format.
10.4	Interead will only accept Buyer's Work submitted by an Author purchasing the Services described in the Concise, Appraise and Definitive packages with a limit of thirty thousand (30,000) words. If the Work has more than thirty thousand (30,000) words, Services can only be provided by Interead as part of a Bespoke package and therefore the Fees may differ.
10.5	Interead will only accept Buyer's Work submitted by an Author purchasing the Services described in the Concise, Appraise and Definitive packages with a limit of ten (10) images. If the Work has more than ten (10) images, Services can only be provided by Interead as part of a Bespoke package and therefore the Fees may differ.
10.6	Interead will only accept Buyer's Work submitted by an Author purchasing the Services described in the Pre-published package in .doc, .docx or .pdf file format.
10.7	In the case of Services being provided by Interead to Authors or Publishers as part of a Bespoke package, Interead may accept Buyer's Work submitted in alternative formats to .doc, .docx or .pdf but these formats must be agreed in writing by Interead prior to submission.
10.8	All images must be submitted as separate individual .jpeg or .tiff files, must have a resolution of 300 dpi and must be actual size. The desired location of these images within the Buyer's Work must be clearly indicated within the Work using the actual .jpeg or .tiff filename by the Buyer prior to submission.
10.9	Interead will not accept Buyer's Work with manual footnotes, manual headers, manual footers or manual page numbering.
10.10	Author's Work that requires extensive formatting, extensive amendments as part of the proofreading Services or extensive notations as part of the copy editing Services may be subject to an additional charge for these Services over and above the Fees stated on the Website. This charge will be communicated by Interead to the Author before the specific Services commence and payment of this charge must be made in full before fulfilment of the Services. The inclusion of, but not limited to, the following within the Buyer's Work may incur these additional charges:

10.10.1	Layouts that contain more than a single column;
10.10.2	More than ten (10) images (including, but not limited to, illustrations and icons);
10.10.3	Tables;
10.10.4	Nested lists;
10.10.5	Mathematical content;
10.10.6	Medical or scientific books;
10.10.7	Sidebars;
10.10.8	Boxes.

11.1	Authors featured in the Featured Author section of the Website will be featured for a maximum of eight (8) weeks. The exact time period will be determined by Interead at the point at which the Buyer's Work is ready to Sell on the Bookstore.
11.2	Buyer's Work featured in the COOLERWRITING Editor's Choice section of the Bookstore will be featured for a maximum of four (4) weeks. The exact time period will be determined by Interead at the point at which the Buyer's Work is ready to Sell on the Bookstore.

12.1

If Interead is the publisher of the Buyer's Work, and so long as the copyright protection subsists in the Work, no infringement notices have been filed and revenues directly attributable to the Work are being collected by Interead, Interead will pay the Author royalties based upon net sales as reported by Interead and their distributors as follows:

12.1.1	Seventy (70) per cent of the net proceeds of the sale (revenues) received by Interead through direct sales by Interead's Bookstore, if the sale does not involve any third parties (booksellers, distributors, book clubs, external web sites, etc.). The calculation of the net proceeds includes any discount that Interead may apply to the list price when selling the Work on Interead's Bookstore;
12.1.2	Seventy five (75) per cent of the net proceeds of the sale of Subsidiary Rights after the deduction of Interead's costs of negotiating the agreement to their sale;
12.1.3	No advance will be paid by Interead to the Author.

13.1	The Agreement shall continue until the Services are terminated in accordance with these Terms and Conditions.
13.2	At any time two (2) years after the publication of the last edition of the Work covered by this Agreement, either party may terminate this Agreement by giving six (6) months notice to the other.
13.3	The Buyer may terminate the Agreement if Interead fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of ninety (90) days after notification of non-compliance is given.
13.4	Interead may terminate the Agreement if the Buyer has failed to make over any payment due within sixty (60) days of the sum being requested.
13.5	Either party may terminate the Agreement by notice in writing to the other if:

13.5.1	the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
13.5.2	the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
13.5.3	the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
13.5.4	the other party ceases to carry on its business or substantially the whole of its business; or
13.5.5	the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13.6	In the event of termination the Buyer must make over to Interead any payment for work done and expenses incurred up to the date of termination.
13.7	Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
13.8	In the event of termination, at the end of the notice period, Interead will remove the Work from the Bookstore within five (5) business days. If the Work has been distributed via a third party, the removal of the Work from these third party channels may take several weeks. Interead will do its best to assist the Buyer to have their Work removed, and to ensure the Buyers who request the removal of their Work receive full payment for sales that may occur after their request has been received in writing by Interead.

14.1

If during the existence of this Agreement the copyright shall be infringed, Interead may, at its own expense, take such legal action, in the Buyer's name if necessary, as may be required to restrain such infringement or to seek damages. Interead shall not be liable to the Buyer for Interead's failure to take such legal steps. If Interead does not bring such an action, the Buyer may do so, in the Buyer's name at the Buyer's own expense. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action, and thereafter the balance shall be divided equally between the Buyer and Interead.

15.1

If a petition in bankruptcy shall be filed by or against Interead, or if it shall be judged insolvent by any court, or if a Trustee or a Receiver of any property of Interead shall be appointed in any suit or proceeding by or against Interead, or if Interead shall make an assignment for the benefit of creditors or shall take the benefit of any bankruptcy or insolvency Act, or if Interead shall liquidate its business for any cause whatsoever, this Agreement shall terminate automatically without notice, and such termination shall be effective as of date of the filing of such petition, adjudication, appointment, assignment or declaration or commencement of reorganization or liquidation proceedings, and all rights granted hereunder shall thereupon revert to the Buyer.

16.1	Interead shall observe the moral rights conferred on the Buyer under the Copyright, Designs and Patents Act 1988.

17.1	Interead shall adhere to, and recommends the Buyer is familiar with and adheres to, the copyright, defamation and obscenity legislation within all relevant acts and regulations, including, but not limited to, the following:

17.1.1	Copyright, Designs and Patents Act 1988;
17.1.2	Defamation Acts 1952 and 1996;
17.1.3	Public Order Act 1986;
17.1.4	Obscene Publications Act 1959;
17.1.5	Criminal Justice and Public Order Act 1994;
17.1.6	Criminal Justice and Immigration Act 2008;
17.1.7	Protection of Children Act 1978.

17.2	In the event that the Work submitted by the Buyer for Interead to Publish is found by Interead, or by a third party who has reported their findings to Interead, to contain any material (either text or images) that may infringe any relevant acts and regulations, including, but not limited to, those stipulated in clause 15.1, Interead may decide not to Publish the Buyer's Work or may decide to discontinue its publication of the Buyer's Work for any reason and for no reason, and no reason need be provided.
17.3	In the event that Interead has not taken steps to Publish the Buyer's Work and Interead decides not to Publish the Buyer's Work, for any of the reasons stipulated in clause 17.2, a refund will be provided for the Fees minus any Services already undertaken, plus an administration fee to be determined by Interead at the time of the refund. The amount of this refund will be determined solely by Interead and any variation to the amount of this refund must be agreed by Interead in writing.
17.4	In the event that Interead has already taken steps to Publish the Buyer's Work and Interead decides to discontinue its publication of the Buyer's Work, for any of the reasons stipulated in clause 17.2, no refund will be provided for the Fees. Any variation to this decision must be agreed by Interead in writing.

18.1	Interead may assign the rights granted in this Agreement or the benefits thereof without the Buyer's prior written consent.

18.1	This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of the Buyer, and upon and to the successors and assigns of Interead.

20.1	Any dispute arising under this Agreement will be referred to and decided by the Mediator.
20.2	The Mediator shall be a Barrister or Solicitor registered to practice Law in England and Wales.
20.3	The Mediator shall be engaged by Interead but at the equal cost of both parties.
20.4	A party wishing to refer a dispute to the Mediator shall advise the other party of this intention in writing at any time during the term of this Agreement. The dispute must then be referred to the Mediator within seven (7) days of this intention being intimated.
20.5	The Mediator shall act impartially and be free to take the initiative in ascertaining the facts and the law. The Mediator must reach a decision within twenty eight (28) days of referral or such longer period as the parties may agree.
20.6	During the period of mediation both parties must continue with their obligations as stated in this Agreement.
20.7	The decision of the Mediator is binding on both parties unless and until revised by legal proceedings or agreement by both parties.

21.1

In the event of any breach of these Terms and Conditions by Interead, Interead shall not be liable for any direct loss or damage suffered by the Buyer or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise, in excess of the sum insured under the professional indemnity insurance policy held by Interead in the insurance year in which the Buyer's claim is first notified and Interead shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatsoever.

21.2

Nothing in these Terms and Conditions shall exclude or limit the liability of Interead for death or personal injury resulting from the negligence of Interead or that of Interead's agents or employees.

22.1

The Buyer shall indemnify Interead against all claims, costs and expenses which Interead may incur and which arise directly or indirectly from the Buyer's breach of any of its obligations under these Terms and Conditions.

22.2

Upon receiving notice of any claim, demand, action or suit or other legal proceeding alleging facts inconsistent with or contrary to any of the warranties or representations made by the Buyer on acceptance of these Terms and Conditions, Interead shall have the right to withhold any sums payable to the Buyer in reasonable amounts as security for the payment of the Buyer's potential obligations pursuant to the indemnity. It is intended that the right granted by this clause shall not be unreasonably exercised by the Interead.

23.1

Interead shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including, but not limited to, acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Interead shall be entitled to a reasonable extension of its obligations.

24.1	The Buyer shall not be entitled to assign any rights or obligations or delegate any duties under this Agreement without the prior written consent of Interead.

25.1	Nothing in these Terms and Conditions intends to or confers any rights on a third party.

26.1

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

27.1	The failure (either express or implied) by Interead to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

28.1

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given on the Website or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

29.1	These Terms and Conditions shall be governed by and construed in accordance with the law of Gibraltar and the parties hereby submit to the exclusive jurisdiction of the Gibraltarian courts.

30.1	Copyright © 2010 Interead.com Limited and contributors. The material on this Website is protected by International Copyright Legislation.
30.2	All rights, including copyright, in the content of the Website are owned or controlled for these purposes by Interead.
30.3	In accessing the Website, you agree that you may only download the content for your own personal non-commercial use.
30.4	You are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of these web pages for any other purpose whatsoever without the prior written permission of Interead.

31.1	Interead has strict policies to protect the privacy of Interead Buyers and potential customers who register their details on the Website. The privacy policy is clearly linked at the bottom of every page of the Website.

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