Over the last year, we’ve learned a lot, changed some of the ways we work, and gathered a lot of feedback from publishers about our standard publisher agreement. So it’s time to update the agreement accordingly. From today, the new agreement is live on our site. It’s effective immediately for publishers joining us from today, and takes effect after fourteen days for existing Paperight publishers.

We want to be completely open about our agreement, and give you a chance to go through the changes in detail, should you have the time and patience for that! So here it is, with the changes marked. Wording we’ve removed is struck through, and new wording is in bold. And after each change I’ve included our reasoning for it.

Publisher terms and conditions

When you register with Paperight as a publisher, you are agreeing to the terms of this short and simple agreement. For an easy guide to how Paperight works, see our Publisher Guide on help.paperight.com.

We simply removed some redundancy here.

Agreement

By registering as a Publisher with Paperight, you’re accepting the terms of this agreement on behalf of your organisation as provided at registration. Paperight may update these terms and conditions from time to time, and give notice to you as publisher. Within 14 days of receiving notice of updated terms and conditions you may cancel the agreement or you will be bound by the updated terms.

We moved wording from the old ‘Scope’ section below to here, and edited for clarity.

Definitions

Paperight is a service that lets publishers sell licences to registered outlets. These licences allow the outlets to print and sell copies of the Rightsholder’s documents, which Paperight provides to them as watermarked PDFs. Paperight is only one of the channels that a publisher might use to make its works available, and does not claim to be exclusive.

Paperight has always been a non-exclusive distribution channel, but some publishers asked us to make this more explicit.

A Publisher is referred to as the Rightsholder in this agreement.

This is just to be clear, since we’d used ‘publisher’ and ‘rightsholder’ interchangeably.

Scope

This agreement governs the relationship between Paperight and the Rightsholder. It may be amended by Paperight from time to time as the service develops. The Rightsholder will be informed at least 14 days before such changes take effect.

As I mentioned above, we moved this text to earlier in the agreement.

Term and termination

Either party may suspend or terminate this agreement by notifying the other in writing with 14 days notice. If that happens, outstanding earnings owed to the Rightsholder will still be paid according to the Compensation terms below. Watermarked documents may still be available to print through the Paperight system during the notice period.

Paperight will take reasonable steps to ensure that the Rightsholder’s documents are not available for download or purchase by outlets or their customers by the termination date.

We were asked for this reassurance, and are happy to provide it.

Operating policies and procedures

The Rightsholder will provide documents to Paperight for distribution via paperight.com. For distribution to registered outlets, Paperight will resize these documents and place them on new page sizes (such as A4), along with fineprint containing selected details of each licence, including the names of the Rightsholder, the outlet, and the outlet’s customer, and the date of the licence. The Rightsholder may specify which documents should and should not be made available to outlets at any time, and in which countries.

Paperight will conduct this service as it is described publicly on paperight.com, which will change from time to time at Paperight’s discretion.

Paperight will gather data about users, including rightsholders and outlets and their territories, on its website in the normal course of doing business online. How Paperight uses that data is described separately in the privacy policy published on paperight.com.

We were asked to make it explicit that we track where outlets are, in order to apply geographic restrictions on some books. Hence the explicit mention of ‘and their territories’.

Responsibilities of Rightsholder and Paperight

The Rightsholder is responsible for providing accurate metadata and up-to-date versions of its documents in the formats required by Paperight, or as agreed with the Rightsholder from time to time.

Paperight is responsible for accurately reflecting this metadata on paperight.com, and for taking all reasonable measures to keep source (as opposed to public or purchased) metadata and documents safe from theft.

Paperight will take reasonable measures to monitor usage of its services to spot misuse, such as unlicensed photocopying or redistribution of content. Where evidence of misuse exists, Paperight will take action under the terms of its outlet agreement published on paperight.com at the time. That action may include suspending the user accounts of offending outlets, and/or providing evidence of copyright infringement to the Rightsholder and relevant authorities. The Rightsholder retains the right to enforce its copyrights.

This was always implicit, but some legal eagles asked us to make it super clear. Ta-da.

Paperight’s terms for outlets will include the following requirements:

• One fee = one print-out: For each copy of a document that an outlet prints out, it must pay a separate licence fee. (For example, if an outlet pays to make one print-out of The Great Gatsby, it is only allowed to print it out once.) As such, an outlet may only sell this one print-out to one customer.

• Customer’s full name, every time: An outlet must provide the customer’s full name (e.g. first and last name) each time it buys a licence. The customer’s name will then appear on each page of their document, along with a unique tracking code. An outlet may not re-print one customer’s document for another customer.

Compensation and currency

The Rightsholder will determine the rightslicence fee to be paid by an outlet for each publicationcopy in United States dollars. Paperight will pay to the Rightsholder 80% of these rightslicence fees, as received in its South African accounts for completed salesconverted to the publisher’s designated currency at a commercial rate at the time of each completed transaction. The commercial rate used by Paperight shall be available on request.

First, while ‘rights fees’ and ‘licence fees’ are the same thing, we’re using ‘licence fees’ as our standard terminology. Second, we changed a couple of words for clarity. Third, we’ve improved the way our site calculates publishers’ earnings, and this new wording brings the agreement in line with that.

Should a Rightsholder set a licence fee of zero for a particular document (that is, a free licence), Paperight reserves the right to charge outlets a service fee in lieu of a licence fee, and to charge the Rightsholder a distribution fee. The amount of the distribution fee will be agreed in advance between Paperight and the Rightsholder.

Several publishers (particularly non-profits and social enterprises) don’t want to charge outlets anything for licences. We love that, but we can’t always sustain it, because we lose money on free licences (we incur a range of costs just running the paperight.com service, from setting up documents to handling customer service). This new wording makes it possible for us to make a little money from our service in these situations. We’ll work these out on a case-by-case basis.

Paperight will pay earnings from licence sales to the Rightsholder at the Rightsholder’s request, up to once a month for sales up to the end of the previous month.

We used to calculate a publisher’s earnings at the end of each month and pay out accordingly. Now we’ve upgraded the paperight.com site to keep track of sales in real time, and allow publishers to decide when they want to be paid out for their earnings. For instance, a publisher might only want to be paid every six months just before a royalty run; or at random times soon after spikes in sales.

If sales revenue is withheld by financial or regulatory processes (e.g. withholding amounts held by credit-card payment companies to cover chargebacks), earnings maywill be reduced accordingly until that revenue is actually received by Paperight. Paperight will provide a statement to the Rightsholder detailing these licence sales, including sales quantities and the value of licences sold by title or identifier.

This tiny change is just to say we’ll decide on a case by case whether to ever hold back a payment to a publisher because we haven’t received the relevant licence fees ourselves. It’s really complicated for us to hold back a payment (we have to audit the process very carefully), so we’d only do it when the amounts involved are so high that making the payment before we receive the licence fees would put our financial position at serious risk. That said, we do need to allow for this possibility, as do most distributors who collect and disburse payments for publishers.

When an outlet purchases a licence, Paperight automatically generates an invoice on behalf of the Rightsholder to the outlet for the full licence fee, and from Paperight to the Rightsholder for Paperight’s 20% commission on that licence fee. These invoices include VAT. The Rightsholder is responsible for keeping their VAT details up-to-date in their Paperight account settings. Changes to the way that VAT is calculated and paid may be required by national revenue agencies, and these changes may affect past transactions.

The paperight.com site now generates invoices and statements for publishers and outlets, and tracks VAT for transactions in certain countries. This new wording simply explains how that works. Please note: it’s very important that you now enter your VAT details in your account settings, if you’re VAT registered. You may need this in order to be able to claim VAT. If you’re VAT registered, the account settings need your VAT number and the date from which you were liable to pay VAT.

Licences

When a registered outlet requests a copyright work (e.g. a book, journal or document) on paperight.com, they are automatically granted a license by the Rightsholder to reproduce and distribute the requested copyright works which the Rightsholder has made available through Paperight. The Rightsholder authorises Paperight to exercise any of the exclusive rights granted by law to the Rightsholder in order to enable Paperight to make the copyright works available to registered outlets in terms of this agreement, including but not limited to reproduction, distribution and transmission of the works. The licences granted to outlets and Paperight are non-exclusive. The Rightsholder retains the right to grant other licences to the works.

As with the similar change above, we’re just making it explicit that a distribution agreement with Paperight is non-exclusive.

The Rightsholder authorises Paperight to provide previews of any copyright work provided to Paperight by the Rightsholder, including the cover image, which Paperight may make available to the outlets and to the public. No royalty or other fee shall be paid by Paperight or the outlets to the Rightsholder for previews. A preview may consist of up to 15% of a document, or up to 20% of a work if the work is five pages or less in length. The percentage of a work shall be determined by reference to pages.

Just like most ebook distributors, we now allow registered outlets to download excerpts of books as previews for free. These are really important for promotional purposes, and let outlets confirm with customers what they’re getting (which book and in what layout), before incurring any costs.

Warranty disclaimer and limitation of liability

All services provided by Paperight are provided on an “as-is” basis. Paperight does not warrant that the services will be uninterrupted or error free.

Paperight’s total liability to the Rightsholder for any damages (regardless of why the Rightsholder seeks damages) shall not exceed in total the revenue received by Paperight from rights sales of the Rightsholder’s content in the month before the incident giving rise to the liability.

To the maximum extent permitted by applicable law, in no event will Paperight or the Rightsholder, their parents, subsidiaries or affiliates, or any of their officers, directors, employees or agents be liable for punitive, consequential, incidental, exemplary, indirect or special damages, including without limitation damages for loss of profits, revenues, business, use, data or other intangibles, whether or not such damages were foreseeable – and even if Paperight or the Rightsholder had been advised of the possibility or likelihood of such damages.

The Rightsholder acknowledges that due to the nature of the internet, and despite Paperight’s best reasonable efforts, some licences may be sold, and related content delivered, in geographic territories for which the Rightsholder and/or Paperight do not have rights to sell such licences. The Rightsholder therefore waives any claim, not due to negligence by Paperight, for damages against Paperight for licences sold to outlets in geographic territories for which either party may not have rights.

Pretty simple, this change: while you and we share a measure of risk that books may leak across territories, you could still claim if the Paperight team did something really stupid that caused sales to take place outside specified territories.

Indemnity

The Rightsholder warrants that it is the owner of, or is authorized to licence, the rights to all content provided to Paperight. This content (a) is not libellous, slanderous, defamatory, obscene or pornographic; (b) does not infringe on anyone else’s intellectual property or other rights, such as their privacy; (c) does not violate applicable laws or regulations; (d) does not contain any harmful or malicious computer code. The Rightsholder will defend, indemnify and hold harmless Paperight, its parent, subsidiaries and affiliates, and their officers, directors, employees, and agents against any third-party claims arising from a breach of this warranty.

Paperight will defend, indemnify and hold harmless the Rightsholder, its parent, subsidiaries and affiliates, and their officers, directors, employees, and agents against any third-party claims caused by Paperight’s negligence in distributing content, unless those claims arise from the negligence or willful misconduct of the Rightsholder.

If either party receives notice of a claim in respect of the copyright or moral rights in the works, or of alleged infringement, it shall notify the other party within five days. The notification shall be treated with appropriate confidentiality. If either party claims this indemnification, they will give the other prompt notice in writing. Each party shall be entitled to choose their own counsel.

As Paperight relies on the warranty of ownership or right to licence by the Rightsholder in the event of any copyright or infringement claim, Paperight may settle or dispute or make any other arrangments in respect of the claim against Paperight without the consent or prior notice of the Rightsholder. If a claim is made against Paperight on the basis that the Rightsholder lacks ownership or the right to licence a document, then the Rightsholder shall reimburse Paperight for the reasonable legal costs of assessing, responding to or defending the claim, the costs to be determined according to statutory tarrifs.

Paperight has no authority on behalf of the Rightsholder to admit or settle or dispute copyright claims in respect of the documents supplied by a Rightsholder.

If either party claims this indemnification, they will give the other prompt notice in writing; cooperate in any investigation and defence; let the other party select its own legal counsel; and not settle any claims without the other’s consent.

This new wording does two things: first, it makes things simpler by letting each party handle their own legal affairs in the event of a dispute. Second, it adds weight to the publisher’s indemnifying Paperight: after all, we can’t carry legal costs that arise from affairs we have no part in.

Force Majeure

If either party cannot fulfil its obligations because of an event beyond their reasonable control (including any act of God, actions by any government authority, fires, floods, natural disasters, riots, wars, labour problems such as lockouts and strikes, or communications systems failures), any delay or failure will be excused until circumstances permit business to continue as before. This does not apply to obligations to pay money due.

Assignment

Should either party intend to transfer this Agreement or any of its rights and obligations to another party, they will inform the other party with at least 14 days notice, so that they may have an opportunity to review or terminate the Agreement. After transfer, this Agreement will be binding on any successors and assigns. Written notice is not required where Paperight or the Rightsholder assigns all or most of its assets to another party, in which case the acquiring party assumes all of the rights and obligations in this agreement.

Governing law

If there are any disputes between the parties, they will be governed by the laws of the Republic of South Africa.

Wow, thank you for reading this far. If you have feedback for us on this agreement, do let us know. It’s a document we believe must develop in ongoing conversation with the publishers with whom we work.