1. Introduction and Acceptance
These Terms and Conditions (the “Terms”) govern the purchase and use of services provided by Foglio Publishing Corporation (“Foglio”, “we”, “us”, or “our”) to the client, author, customer, or other contracting party (“Client”, “you”, or “your”).
By approving an estimate, proposal, invoice, or written scope of work, by signing a project agreement, by making any payment to Foglio, or by instructing Foglio to begin work, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
These Terms apply to all services provided by Foglio unless otherwise expressly agreed in writing. If a separate written project agreement is signed by both parties, and a provision of that agreement conflicts with these Terms, the signed project agreement will govern to the extent of that conflict.
2. Nature of Foglio’s Business
Foglio provides professional pre-publication services. These services may include, depending on the project, editorial services, cover design, interior design and typesetting, ebook production, print file preparation, publication guidance, print coordination, and upload assistance to third-party publishing and distribution platforms.
Foglio is not a traditional publisher or hybrid publisher. Foglio does not acquire copyright in your manuscript or completed work, does not take a share of royalties, and does not become the publisher of record unless expressly agreed in writing in a separate document.
Foglio provides services for a fee. Except where otherwise stated in writing, the Client retains ownership of their manuscript and book content, and receives the final deliverables expressly included in the purchased scope of work, subject to full payment and the remaining provisions of these Terms.
3. Scope of Services
Foglio agrees to provide only those services expressly set out in the applicable invoice, written estimate, proposal, project agreement, or email confirmation accepted by the Client.
Services not expressly included in the written scope are not included in the project fee. Foglio may, but is not required to, provide additional services at the Client’s request. Any such additional services may be separately quoted and billed.
Without limitation, services commonly treated as separate or additional unless specifically included may include:
proofreading beyond the agreed number of passes, indexing, ghostwriting, developmental editing, permissions clearance, image sourcing beyond a stated budget, custom illustration, metadata consulting beyond basic guidance, multiple trim-size variants, hardcover adaptation, audiobook preparation, post-approval corrections, re-layout due to manuscript changes, re-export for revised platform requirements arising after final delivery, or support connected with delayed account setup by the Client.
Foglio reserves the right to determine, acting reasonably, whether a request falls within the agreed scope of work or constitutes additional work.
4. Quotes, Estimates, and Pricing
Any quote or estimate issued by Foglio is valid for thirty (30) days unless otherwise stated in writing.
Quotes are based on the project information made available at the time of quoting, including but not limited to manuscript length, trim size, complexity, image count, ebook requirements, deliverable list, and timeline.
If the actual scope of the project materially differs from the information on which the quote was based, Foglio reserves the right to revise the price. Circumstances that may justify revised pricing include, but are not limited to:
significantly higher word count or page count, substantially more images or tables than anticipated, major structural changes, unusual formatting complexity, late-stage manuscript replacement, additional file variants, or the addition of services not previously contemplated.
Unless otherwise stated, all prices are in Canadian Dollars (CAD).
5. Term of Agreement
The agreement between Foglio and the Client begins when the Client accepts the quoted services by written approval, payment, signed agreement, or instruction to proceed, and continues until the agreed services are completed, terminated, or otherwise concluded in accordance with these Terms.
If the Client delays the project for an extended period, Foglio may treat the project as inactive. If a project remains inactive for more than six (6) months due primarily to the Client’s delay, Foglio may require a revised quote or restart fee before resuming work, particularly where software, platform requirements, schedules, or production assumptions have changed.
6. Client Materials and Client Responsibilities
The Client is responsible for supplying Foglio with all materials reasonably required for the performance of the agreed services. These may include manuscript files, images, captions, endorsements, back cover copy, author biography, permissions documentation, metadata, ISBNs where applicable, and platform account information where upload assistance is included.
The Client agrees to provide materials in a timely manner and in a reasonably usable format. Foglio is not responsible for delays caused by missing, incomplete, inaccessible, corrupted, improperly licensed, or late-delivered materials.
The Client is solely responsible for the accuracy, completeness, and legality of all materials supplied to Foglio, including factual statements, names, dates, quotations, captions, links, permissions, and the final content of the work.
The Client acknowledges that Foglio is entitled to rely on the materials and instructions supplied by the Client and is not responsible for independently verifying the factual accuracy of the manuscript or other supplied content unless a specific fact-checking service has been purchased in writing.
7. Author Warranties and Rights in Materials
The Client represents and warrants that:
the Client owns or controls all rights necessary to use and authorize Foglio to use the manuscript and all other materials supplied by the Client in connection with the services;
the manuscript and all supplied materials do not infringe copyright, trademark, privacy, publicity, confidentiality, or any other rights of any third party;
the manuscript and all supplied materials do not contain unlawful, defamatory, libellous, obscene, or otherwise actionable content;
the Client has the power and authority to enter into the agreement and to grant Foglio the limited rights necessary to perform the services;
any quotations, excerpts, song lyrics, illustrations, photographs, tables, or other third-party materials included by the Client have been lawfully cleared for the intended use.
The Client grants Foglio a non-exclusive, limited licence to use, reproduce, modify, format, display, transmit, and prepare the Client’s materials solely as necessary to perform the agreed services.
8. Editorial Services
Where editorial services are included in the scope of work, Foglio will provide only the type of editing expressly purchased or agreed in writing. Editorial services may include, depending on the project, copy editing, line editing, or proofreading.
Unless expressly stated in writing, editorial services do not include ghostwriting, developmental editing, substantive restructuring, legal review, sensitivity review, citation verification, indexing, or comprehensive fact-checking.
Editing is a collaborative process. Foglio may make direct corrections, queries, comments, or suggestions, but the Client retains final responsibility for the manuscript and for deciding whether to accept, reject, or further revise editorial suggestions.
If the Client materially revises, expands, or replaces the manuscript after editorial work has begun, Foglio may suspend the project and issue a revised quote. Where editing has been completed on one version of the manuscript, Foglio is not obliged to apply the same edits to substantially revised or replacement text without additional compensation.
9. Design and Typesetting Services
Where design and/or typesetting services are included, Foglio will prepare design materials appropriate to the scope of the project. This may include, depending on the agreement, cover concepts, sample interior layouts, interior specification sheets, full typeset pages, print-ready cover files, print-ready interior files, and digital publication files.
Design is inherently interpretive. Foglio will work professionally and in good faith to produce design work responsive to the Client’s instructions, genre expectations, and technical requirements, but does not guarantee that any particular concept or aesthetic preference will be achieved on the first iteration.
Where Foglio’s process includes preliminary cover concepts or interior specification sheets, these are intended to establish direction before full production. The Client acknowledges that timely and decisive feedback at these stages is important to controlling timelines and avoiding avoidable rework.
If the Client requests substantial changes after approving a design direction, Foglio may treat this as additional work. Examples include, without limitation, changing the trim size after layout, replacing major images after cover approval, rewriting significant portions of the book after typesetting has begun, introducing a new design direction after a prior one has been approved, or requesting new deliverable variants not previously included.
10. eBook Production and Digital Deliverables
Where ebook production is included, Foglio will prepare the agreed digital file format or formats, typically EPUB unless otherwise specified.
The Client acknowledges that ebook reading systems and retail platforms differ, and that ebooks may display somewhat differently across devices, apps, and operating systems. Foglio will prepare ebooks to professional standards and to the requirements reasonably known at the time of production, but does not guarantee identical rendering across all devices or future compatibility with all software changes.
Where an abridged digital deliverable, lead magnet PDF, mobile-optimized PDF, or similar marketing-oriented digital asset is included, that deliverable is treated as a separate output distinct from the main book unless otherwise stated in writing.
Unless otherwise expressly included, Foglio is not responsible for drafting the marketing copy or strategy underlying such a deliverable, but may format, design, and produce the deliverable from the text and direction supplied by the Client.
11. Revisions
Unless otherwise agreed in writing, revisions are included only within the agreed scope of work and only within the natural progression of the project.
Where Foglio has described a service as including “unlimited revisions,” this means that reasonable revisions within the agreed scope are included during the active production process. It does not mean unlimited redesigns, unlimited rewrites, indefinite reopening of approved stages, or unlimited work after finalization.
Unlimited revisions, where offered, end upon the earliest of the following:
the Client’s explicit written approval of the relevant files;
submission of the approved files to a third-party publishing or distribution platform;
release of the approved files to a printer or commencement of print production;
delivery of the final approved files to the Client.
Any change requested after that point shall be treated as additional work and may be subject to additional fees and revised timelines.
Without limiting the foregoing, Foglio may charge additional fees where the Client:
reopens an approved phase, supplies substantially revised text after layout has begun, requests major design direction changes after approval, requests corrections arising from newly supplied materials, or requests new output formats or variants beyond the original scope.
12. Proofs and Approval
Foglio may provide electronic proofs, marked-up files, sample pages, print-ready PDFs, EPUB test files, or other proof materials depending on the service being provided.
The Client is solely responsible for carefully reviewing all proofs and deliverables for text, spelling, punctuation, image placement, layout, pagination, links, metadata, and any other project-specific details.
Approval must be provided in writing, including by email. Foglio is entitled to rely on written approval as confirmation that the relevant material is acceptable and ready for finalization, upload, or print.
Once approval is given, that stage is deemed accepted. Foglio is not responsible for errors, omissions, or issues that remain after written approval, except where caused by Foglio’s subsequent unauthorized alterations.
13. Print Preparation and Printing
Where Foglio is engaged to prepare files for print, Foglio will produce files intended to satisfy the technical requirements of the relevant printer or print-on-demand platform as reasonably known at the time of file preparation.
Where Foglio coordinates printing or obtains print quotes, the Client acknowledges that printing is performed by third-party suppliers and is subject to their production schedules, tolerances, policies, and limitations.
Foglio does not guarantee exact colour matching, perfect print alignment, exact trim consistency, or the absence of minor variations ordinarily accepted within commercial printing tolerances.
Printing timelines are estimates only and may be affected by factors beyond Foglio’s control, including production backlogs, supply shortages, shipping disruptions, customs delays, weather events, labour issues, and equipment or platform issues.
If a physical proof is ordered, the Client acknowledges that a proof copy may differ in certain respects from the final print run or print-on-demand copies, depending on the production method and vendor.
Once files are sent to print, no further changes are possible without additional cost, and any printer setup fees, proof costs, or production charges already incurred are non-refundable.
14. Upload Assistance and Third-Party Platform Support
Where upload assistance is included, Foglio’s role is limited to assisting the Client with the submission of approved files to the Client’s chosen publishing or distribution platform or platforms, such as Amazon KDP, IngramSpark, Draft2Digital, or similar services.
Upload assistance is provided only on the understanding that the Client’s relevant accounts are already fully set up and ready for use at the time assistance begins. This includes, without limitation, the completion of account creation, login credentials, identity verification, tax forms, banking and payment details, and any other prerequisites required by the platform.
Foglio does not create client accounts, complete identity verification, enter or manage banking information, complete tax forms, provide tax advice, recover locked accounts, resolve platform-specific legal declarations, or make legal or financial representations on the Client’s behalf.
The Client remains solely responsible for all account-level and platform-level obligations, including but not limited to:
identity verification, taxpayer information, banking details, territorial rights declarations, pricing choices, distribution settings, metadata accuracy, category selection, ISBN ownership choices, and compliance with the platform’s terms and policies.
Foglio is not responsible for delays, rejections, account holds, account suspensions, verification failures, policy changes, metadata disputes, tax consequences, retailer restrictions, or other issues imposed by any third-party platform.
Foglio’s assistance with upload does not make Foglio the publisher of record, account holder, payee, distributor of record, or rights holder, unless expressly agreed in writing.
15. ISBNs, Metadata, and Platform Information
Unless otherwise agreed, the Client is responsible for obtaining or authorizing the use of any ISBNs required for the project. Foglio may provide guidance on ISBN use and placement, but the Client remains responsible for any registrations made in their own name.
Where Foglio provides assistance with metadata, categories, keywords, pricing, or related publication information, such assistance is advisory in nature unless otherwise stated. The Client remains responsible for the final information entered into any platform and for any consequences flowing from those choices.
Foglio does not guarantee discoverability, search ranking, category placement, buy-button availability, wholesale uptake, or platform performance resulting from metadata choices.
16. Fees, Payment Terms, and Invoicing
The Client agrees to pay all fees in accordance with the payment schedule stated in the applicable invoice, proposal, or project agreement.
For design, editing, typesetting, ebook, and related service projects, Foglio may use milestone-based payment structures. Typical milestone-based structures may include an initial payment before work begins, an interim payment after approval of design direction, and a final payment before release of final files, but the controlling schedule is always the one stated in writing for the specific project.
For print orders, reprints, rush work, or out-of-pocket production expenses, Foglio may require full or partial payment in advance.
Foglio reserves the right to suspend work if an invoice is overdue. Foglio is not required to continue work, proceed to the next phase, submit files, coordinate printing, or release final files while any payment due remains outstanding.
Any taxes, transfer fees, payment processor fees, courier costs, printer surcharges, stock image costs beyond any included budget, or other external costs may be charged to the Client where applicable unless expressly included in the quoted price.
17. Late Payments
If the Client fails to pay any invoice by its due date, Foglio may suspend performance until payment is received.
Foglio may also require updated timelines or revised delivery dates once work resumes. Foglio is not responsible for delays caused by overdue payment.
If the delay in payment is substantial, Foglio may terminate the project in accordance with these Terms and invoice for work completed to date.
18. Final Delivery and Release of Files
Final deliverables will be released only after full payment of all amounts due.
Unless expressly included in the project scope, Foglio is not required to provide editable source files or native production files, including but not limited to Adobe InDesign, Illustrator, Photoshop, or other working files. Foglio will provide the final deliverables specified in the written scope of work, such as print-ready PDFs, cover PDFs, EPUB files, or other expressly included outputs.
The Client is responsible for downloading, storing, and backing up all final files upon delivery. Foglio is not obliged to archive project files indefinitely and may, at its discretion, delete files after a reasonable period.
19. Ownership and Intellectual Property
The Client retains ownership of the manuscript, text, and any original materials supplied by the Client.
Upon full payment, the Client receives ownership of the final deliverables expressly included in the project scope, subject to the rights of any third-party licensors whose materials may be incorporated under licence, such as stock image providers or font licensors.
Foglio retains ownership of its working methods, templates, processes, proprietary know-how, design systems, unselected concepts, internal production materials, and any source or working files not expressly included in the scope of work.
Nothing in these Terms shall be interpreted as a transfer to the Client of Foglio’s general production methods or editable source files unless such transfer is expressly agreed in writing.
20. Portfolio and Promotional Use
Unless otherwise agreed in writing, Foglio may display completed work in its portfolio and promotional materials. This may include, without limitation, the cover, title, author name, selected interior spreads, genre, project description, and publicly available retail links.
Where the Client has a legitimate confidentiality concern, Foglio may, in its discretion, agree in writing to delay or limit such display.
21. No Obligation to Retain Materials Indefinitely
Foglio may, but is not obliged to, retain copies of manuscript files, images, source materials, proofs, or final deliverables after the project concludes.
The Client is responsible for keeping copies of all materials supplied to Foglio and all files delivered by Foglio. Foglio is not responsible for loss, corruption, or inaccessibility of files after delivery.
22. Confidentiality
Foglio will treat unpublished manuscripts and non-public project materials as confidential and will not knowingly disclose them except as reasonably necessary to perform the agreed services, to engage contractors bound by appropriate obligations, to comply with the law, or as otherwise authorized by the Client.
Where a separate confidentiality agreement or NDA has been signed, that agreement will also apply according to its terms. In the event of a conflict between such an NDA and these Terms, the NDA will govern to the extent of the conflict.
23. Client Indemnity
The Client agrees to defend, indemnify, and hold harmless Foglio, its officers, employees, contractors, and affiliates from and against any claims, liabilities, losses, damages, costs, and expenses, including reasonable legal fees, arising out of or related to:
the Client’s manuscript or supplied materials, any alleged infringement of rights, any defamatory or unlawful content, any inaccuracy or omission in supplied content, the Client’s breach of these Terms, or the Client’s misuse of third-party platforms or services.
24. Limited Warranty
Foglio warrants that it will perform the agreed services in a professional manner consistent with reasonable industry standards.
If Foglio fails to do so, Foglio’s sole obligation, and the Client’s sole remedy, shall be for Foglio, at its option, either:
to re-perform the deficient portion of the services; or
to refund the fees actually paid for that specific deficient portion.
This limited warranty does not apply to issues arising from Client-supplied materials, Client instructions, third-party platform changes, printer tolerances, or matters outside Foglio’s reasonable control.
25. Disclaimer of Other Warranties
Except for the limited warranty above, Foglio provides its services on an “as is” and “as available” basis and disclaims all other warranties, express or implied, to the fullest extent permitted by law.
Without limitation, Foglio does not warrant:
that the services will meet every subjective expectation of the Client,
that the project will be completed by a specific date unless expressly agreed in writing,
that third-party platforms will approve or maintain the Client’s book listing,
that books will achieve any level of sales, exposure, retailer uptake, ranking, or profitability,
or that all third-party software, reading systems, or production environments will display files identically.
26. Limitation of Liability
To the maximum extent permitted by law, Foglio’s total aggregate liability arising out of or relating to the services, these Terms, or the relationship between Foglio and the Client shall not exceed the total amount actually paid by the Client to Foglio for the specific services giving rise to the claim.
Foglio shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to lost profits, lost sales, lost opportunities, reputational harm, business interruption, or losses caused by third-party platforms, printers, shippers, retailers, or service providers.
The parties agree that these limitations are reasonable in light of the fees charged and the nature of the services provided.
27. Cancellation by Client
The Client may cancel the project by written notice at any time.
If the Client cancels before work has commenced, Foglio may refund any prepaid fees less any non-recoverable costs or administrative charges already incurred.
If the Client cancels after work has commenced, payments already made for completed phases or completed work are non-refundable. Foglio may invoice for work completed, committed, booked, or materially underway up to the effective date of cancellation.
If stock images, contractor bookings, proof charges, printer setup fees, rush fees, or other out-of-pocket costs have already been incurred, those amounts are non-refundable.
28. Termination by Foglio
Foglio may suspend or terminate the project upon written notice if:
the Client fails to make payments when due,
fails to provide materials or approvals required for progress,
engages in abusive, threatening, or unreasonable conduct,
requests work that Foglio reasonably believes to be unlawful, infringing, defamatory, or otherwise objectionable,
or otherwise materially breaches these Terms.
Upon termination by Foglio for cause, Foglio may retain all payments already received for completed work and may invoice for all work performed and costs incurred up to the date of termination.
29. Effect of Approval, Upload, or Print Submission
The Client expressly acknowledges that final written approval, platform submission, and print submission are legally significant milestones in the project.
Once files have been approved in writing, uploaded, or sent to print:
the related project stage is deemed complete,
included revisions end for that stage,
and any later requested changes may be quoted separately and may require new timelines.
This clause applies regardless of whether the Client later changes their mind, discovers additional edits, or receives new advice after approving the files.
30. Third-Party Services
Foglio may rely on third-party suppliers and platforms in the course of providing services, including but not limited to printers, stock image providers, ebook validators, shipping services, Amazon KDP, IngramSpark, and Draft2Digital.
Foglio is not responsible for the acts, omissions, outages, policy changes, price changes, delays, or failures of such third parties, though Foglio will use reasonable efforts to coordinate professionally and to assist the Client where appropriate within the agreed scope.
31. Force Majeure
Foglio shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, flood, fire, severe weather, labour disruption, illness, government action, internet failure, software failure, power outage, courier disruption, customs delay, platform outage, or supplier interruption.
In such circumstances, Foglio shall be entitled to a reasonable extension of time.
32. Governing Law and Jurisdiction
These Terms and all disputes arising from them or from the services provided by Foglio shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
The parties attorn to the exclusive jurisdiction of the courts of Ontario for the resolution of any dispute, unless otherwise agreed in writing.
33. Severability
If any provision of these Terms is found to be invalid, unenforceable, or contrary to law, that provision shall be severed or read down to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
34. Waiver
No waiver by Foglio of any breach or default shall be deemed a waiver of any subsequent breach or default. A waiver is effective only if made in writing.
35. Entire Agreement
These Terms, together with any applicable invoice, proposal, estimate, email confirmation, NDA, or project-specific written agreement, constitute the entire agreement between the parties regarding the services purchased and supersede prior discussions or understandings on the same subject matter.
36. Acceptance
By making payment, approving an invoice, signing an agreement, or instructing Foglio to proceed, the Client acknowledges that they have read and accepted these Terms and Conditions in full.