Sandbox Learning Limited, trading as Teachit (“Teachit”) and you agree the following terms in relation to the material submitted by you to Teachit (“the Submitted Works”), and any other material which you may in the future submit to Teachit (“the New Works”) (together “the Works”).
1. In consideration of the obligations of Teachit contained in this Agreement (including but not limited to Teachit’s obligation to pay you a royalty in accordance with paragraph 6) you assign to Teachit with full title guarantee.
(a) the copyright in the Submitted Works; and
(b) by way of future assignment
(i) the copyright in the New Works;
(ii) the copyright in any adaptation, translation, updates, revisions or new versions of any Works for their full term together with any renewals or extensions.
2. To the extent that the Works include material copyright in which vests in third parties you will identify such material to Teachit and obtain any necessary permissions from the copyright owners of such material for its inclusion in the Works.
3. You assert your right to be identified as the author of the Works but otherwise waive (to the extent permitted by law) your moral rights under the laws of whatever jurisdiction in the world in the Works.
4. You warrant that:
(a) the Works are and will be (subject to paragraph 2 above) your original work;
(b) the Works do and will not infringe any third party copyrights;
(c) you are entitled as the owner or prospective owner of copyright in the Works to enter into and perform your obligations under this Agreement;
(d) the Works have not and will not have been licensed or the subject of the grant of any rights of use or exploitation prior to their assignment to Teachit under paragraph 1; and
(e) the Works do not and will not contain anything of a defamatory, offensive, blasphemous or racially prejudiced nature and that all statements in the Works purporting to be facts are true.
5. You agree to indemnify Teachit against all losses, costs, damages and expenses including any legal costs (on an indemnity basis) it incurs as a consequence of any breach of the warranties set out in paragraph 4 above.
6. Teachit will pay you a royalty
(a) of 15% on Net Income other than that falling within the terms of paragraph 6(b);
(b) in relation to Net Income resulting from sales of a Compilation (where “a Compilation” means a compilation or edition made by Teachit including Works alongside similar works of other authors (“Other Works”), calculated according to the formula:
Royalty = Net Income x 0.15 x N/T
N is the number of Works included in the Compilation; and
T is the total number of Works and Other Works included in the Compilation
In this paragraph Net Income means all sums received by Teachit from sales of Works in whatever form other than those made by means of a page view, download or file transfer made available through the internet, an extranet, intranet or other network or platform whether accessed over the worldwide web or not.
Teachit shall (acting reasonably) determine what percentage of income from the sale of any product or service which includes the Works is attributable to the Works. The percentage so determined by Teachit shall comprise Net Income for the purposes of this paragraph.
For the avoidance of doubt, Teachit may only change the percentage of income which comprises Net Income where there is a change to the products and/or services such that the proportion contributed by the Works is materially different.
(royalty payments under paragraph 6(a) and (b) above “Royalties”).
7. Teachit will provide you with a report twice a year detailing the exploitation of Works and the number of copies sold accompanied by a cheque for the amount of Royalties shown to be due to you.
8. Teachit agrees that if within three years of the date of this Agreement the amount of Royalties to which you have become entitled is less than £20 you will be entitled to terminate this Agreement by giving written notice to Teachit and upon receipt of such notice by Teachit it will assign to you the copyright in all Works which it owns at the date of receipt and on the date of such assignment this Agreement will terminate without prejudice to any rights either party may have under it.
9. You acknowledge that the manner, form and method of exploitation of Works shall be at Teachit’s sole discretion.
10. Teachit will record and retain for a minimum of three years complete records and books of account relating to the development, production, distribution and sale of Works sufficient to support the calculation of Royalties.
11. Teachit agrees that you will be entitled to audit and inspect the documents kept by Teachit under paragraph 10 either personally or by the appointment of a professional adviser. Teachit will provide you upon request with copies of any such documents reasonably required for the purposes of such audit. The costs of such audit and of the provision of such documents will be borne by you unless your audit reveals an error to your detriment of more than 5% in the calculation and payment of Royalties, in which case such costs will be borne by Teachit. You may carry out no more than one audit in any 12 month period.
12. You will keep Teachit informed of any changes to your address and personal details which Teachit may require in order to perform its obligations under this Agreement and you consent to Teachit holding such data for the purposes of the performance of its obligations under this Agreement.
13. You agree to do all such acts and execute all such documents (at Teachit’s cost and request) that may be required to transfer or vest your rights in Works in Teachit under this Agreement.
14. This Agreement sets out all the terms agreed between you and Teachit relating to the Works and is the only agreement relating to the same. Any amendments or variations to this Agreement to be effective must be in writing signed by each of you and Teachit.
15. You are not a partner, employee or agent of Teachit and you are responsible for your own National Insurance and other personal tax and social security payments which may be required in consequence of this Agreement.
16. Teachit is responsible for complying with national tax laws in respect of the payment of any Royalties and where it is required to make deductions from Royalties in respect of tax will provide you with a statement showing the amount and nature of such deductions.
17. Notices or consent required under this Agreement shall be in writing and addressed to the parties at their email addresses appearing in this Agreement or such other addresses as may be notified by a party to the other in writing from time to time.
18. This Agreement is not intended to benefit any person not a party to it and the provisions of the Contract (Rights of Third Parties) Act 1999 are hereby excluded.
19. This Agreement shall be subject to the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.