Please read these terms and conditions carefully before using our services. By accessing or using Quill Forge Publishing services, you agree to be bound by these terms.
In these Terms and Conditions, unless the context otherwise requires:
References to statutory provisions include those provisions as amended or re-enacted. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.
The Company agrees to provide the Services to the Client in accordance with the terms set forth in this Agreement and any applicable Statement of Work. The specific scope, deliverables, and timelines will be detailed in the relevant Service Agreement.
All Services will be performed with reasonable skill and care, in accordance with generally accepted industry standards and practices for publishing services. The Company will use qualified personnel to perform the Services.
Any changes to the agreed scope of Services must be documented in writing and signed by both parties. Additional fees may apply for scope changes or additional services requested beyond the original agreement.
Important Notice: Scope changes requested after project commencement may result in timeline extensions and additional fees. All change requests must be submitted in writing and approved before work proceeds.
The Company will make reasonable efforts to meet agreed timelines. However, delivery dates are estimates unless expressly agreed in writing as binding deadlines. Delays caused by the Client or circumstances beyond the Company's reasonable control will extend delivery timelines accordingly.
The Client agrees to:
The Client warrants that any materials, content, manuscripts, images, or information provided to the Company does not infringe upon any third-party intellectual property rights and that the Client has all necessary rights and permissions to provide such materials for publication.
The Client agrees to review deliverables and provide feedback or approval within the timeframes specified in the Service Agreement. Failure to provide timely feedback may be deemed acceptance of the deliverables and may delay project completion.
The Client agrees to pay the fees as set forth in the applicable Service Agreement or Statement of Work. All fees are stated exclusive of applicable taxes unless otherwise specified.
Payment terms will be specified in the Service Agreement. Unless otherwise agreed, standard payment terms are:
Invoices are due within thirty (30) days of the invoice date unless otherwise specified. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Unless otherwise agreed, the Client will reimburse the Company for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to printing costs, stock photography, ISBN purchases, and distribution fees, provided such expenses are approved in advance by the Client.
Payment Notice: Work may be suspended if invoices remain unpaid beyond the due date. The Company reserves the right to withhold delivery of work product until all outstanding invoices are paid in full.
Upon full payment of all fees, the Client will own all rights, title, and interest in the final Deliverables specifically created for the Client under this Agreement, subject to any pre-existing materials, templates, and third-party components.
The Client retains full copyright and ownership of all original manuscripts, stories, content, and creative works submitted to the Company. The Company receives a limited license to use such materials solely for the purpose of providing the Services.
The Company retains all rights to any pre-existing materials, templates, tools, methodologies, software, and know-how used in providing the Services. The Client receives a non-exclusive license to use such materials only as incorporated into the final Deliverables.
The Deliverables may include third-party materials such as stock images, fonts, illustrations, or software components. The Client is responsible for obtaining and maintaining any necessary licenses for such third-party materials for their intended use.
The Company reserves the right to use the work completed for the Client for portfolio, marketing, and promotional purposes unless the Client requests in writing that such work be kept confidential. This may include displaying book covers, sample pages, and project descriptions.
Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to use such information solely for the purposes of this Agreement. This includes unpublished manuscripts, business strategies, marketing plans, and proprietary processes.
The confidentiality obligation does not apply to information that:
The confidentiality obligations will continue for a period of three (3) years from the date of disclosure or termination of this Agreement, whichever is later.
The Company warrants that:
The Client warrants that:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Company does not guarantee specific sales results, bestseller status, or market success of published works.
The Company's total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid by the Client to the Company under this Agreement in the twelve (12) months preceding the claim.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF SALES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this section do not apply to:
Either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Upon such termination, the Client will pay for all Services performed and expenses incurred up to the effective date of termination.
Either party may terminate this Agreement immediately upon written notice if the other party:
Upon termination:
The provisions regarding confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.
The parties agree to attempt to resolve any dispute arising from this Agreement through good faith negotiation before pursuing other remedies. Either party may initiate negotiations by providing written notice of the dispute to the other party.
If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator. Each party will bear its own costs of mediation, with mediator fees shared equally.
Any dispute not resolved through mediation will be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in [Jurisdiction], and judgment on the award may be entered in any court of competent jurisdiction.
This Agreement will be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles.
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements regarding the subject matter herein.
No amendment or modification of this Agreement will be valid unless made in writing and signed by authorized representatives of both parties.
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or pandemics.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless expressly stated in writing.
All notices under this Agreement must be in writing and delivered by email, courier, or certified mail to the addresses specified in the Service Agreement or as updated by either party in writing.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures will be considered valid and binding.
For questions or concerns regarding these Terms and Conditions, or to exercise any of your rights under this Agreement, please contact us using the information provided below.
If you have any questions about these Terms and Conditions, please don't hesitate to reach out to our team.