The Association of Authors’ Agents (the “Association”) seeks to promote the interests of the authors’ agency industry in the UK and the Republic of Ireland and to advise its members on best practice. All Association members (“Member Agencies” or “Member Agency”) must conduct their business lawfully. Member Agencies are reminded that an agent has a fiduciary duty to put their clients’ interests first at all times.
Member Agencies are encouraged to act in such a way that the reputation of the industry and the Association is protected and enhanced, and to observe the Code of Practice set out in the following paragraphs. Member Agencies should pay due heed to such other non-mandatory standards and guidelines to good practice as may be proposed by the Committee from time to time.
The Association believes that all Member Agencies should seek to abide by the following best practice principles in order to provide fair terms and good service to authors.
RESPONSIBILITIES TO CLIENTS
Member Agencies should have and operate under appropriate and professional terms of business. Agencies should notify clients in writing of details of their terms of business. A client agreement, or client care letter signed by both the Member Agency and client is strongly recommended by the Association to illustrate compliance with this Association membership requirement.
In promotion of good business practice, it is recommended that any amendments to the Member Agencies’ terms of business with the client, including, but not limited to, amendments to commission and other commercial arrangements, should be notified to the client before their implementation and, where possible, the client’s prior written consent to any such changes should be obtained and documented in an addendum to the agreement the Member Agency has with the client.
Member Agencies should establish for their clients’ monies a bank account separate from their own business and personal accounts and only transfer commission to their business accounts when clients are paid. Under no circumstances should Member Agencies use the money in their respective client accounts for the running of their own businesses.
Member Agencies should at all times account faithfully to their clients and use best efforts to transfer all sums due to the client within 10 days of clients’ monies being cleared in the member’s client account (but no more than 21 days in exceptional circumstances), unless otherwise agreed or instructed by their clients in writing. Member Agencies should act honestly in their business practice and in such a manner that neither clients nor third parties are misled. Member Agencies should not knowingly or recklessly disseminate false or misleading information.
Member Agencies should promote and protect their clients’ best interests and maintain reasonable regular contact as required to keep them informed as to work undertaken on their behalf. Member Agencies should keep their clients apprised of relevant information and offers that they receive for clients’ work.
Member Agencies should not use or communicate to others including, but not limited to, other Agencies, information relating to a client’s affairs which are given confidentially to the Member Agency, except as required by law or otherwise agreed with their client.
Member Agencies should furnish promptly to their clients any information and material which the client may reasonably request in connection with the client’s business. Member Agencies should allow their clients at all reasonable times the right to verify and authenticate any statement of account concerning that client and shall submit promptly and regularly to the client full details of any transaction it has negotiated.
If agreed with the client in writing, a Member Agency may reimburse itself from money collected from third parties on its client’s behalf for money properly spent for such expenses as the photocopying of manuscripts or proposals and/or for the purchase of proofs or books for submission, for bank charges in relation to overseas payments, or for other exceptional postage and/or courier expenses.
If a Member Agency requires an author to commit to representation by the agency for a fixed period of time, which is not considered to be standard practice, the agency should recommend that the author take independent advice from a lawyer or from the Society of Authors before agreeing to such a commitment.
Member Agencies should not seek to prevent or discourage a client from seeking advice from lawyers or the Society of Authors on client agreements, arrangements or contracts.
CHANGE OF REPRESENTATION
Member Agencies should not attempt to restrain a client from leaving the agency, either verbally or in writing.
In the event of an author resigning from a Member Agency, the agency should, on request, return to the author all documents and property originally lodged with the agency by the author and copies of legal documents prepared by the agency on the instruction of the author, although the agency should retain copies of contracts they negotiated on the author’s behalf. The Member Agency should also provide the author with details of current submissions at the time of notice if required to do so by the author.
If a client leaves a Member Agency, the agency should, unless otherwise agreed, release to the client all unsold rights and any rights that subsequently revert from licensees.
When taking over client representation, Member Agencies shall recognise the continuing rights of prior agency representation, including, but not limited to, any continuing right the former agency or agent has to receive commission on contracts they have negotiated on clients’ behalf or that they are otherwise entitled to receive, whether or not the former agency or agent is a member of the Association. In respect of negotiations begun and carried out on a client’s behalf which are consequently concluded by the client or a new agent, the Association recommends that parties seek to negotiate a fair and equitable remuneration for the former agent where appropriate.
No Member Agency should act for a client after the client’s authorisation to do so has terminated, except as agreed with the client in writing, for example, to represent the client in a specified area.
OTHER
No Member Agency should knowingly, recklessly or maliciously injure the professional reputation or practice of the Association or another agency, regardless of whether the agency is a member of the Association.
All Member Agencies should hold adequate provision for professional indemnity insurance to a minimum level adequate to the requirement of the relevant agency’s trading. The Association has a group scheme available through PIMS-SCA (www.pims-sca.com).
Member Agencies shall make adequate legal provision for the protection and disbursement of clients’ monies in the event of a sole practitioner or owner agent’s resignation, retirement, incapacity or death.
In the event of complaints about or disputes between Member Agencies over a matter of professional practice, including as set out in this Code, the Committee may, if reasonably requested by the parties, offer advice, but if further action is required the agencies accept that they will need to seek independent legal advice, arbitration and resolution.
The Committee shall be responsible for investigating and withdrawing membership from any Member Agency whose conduct is unlawful or brings the Association into disrepute.
COMPETITION LAW
Member Agencies are reminded of the importance of competition law and the obligations the Association places on Member Agencies to ensure their and the Association’s compliance with competition law. Member Agencies acknowledge and accept that as the Association itself can be liable for breaches of competition law, and that a breach can have both financial and reputational consequences for the Association, the obligations on the Member Agencies further to this section are fundamental to the Association and their membership of the Association.
In particular, Member Agencies must refrain from discussing, or exchanging, competitively sensitive business secrets with each other, which includes but is not limited to, information which is not readily obtainable in the public sphere that relates to an agency’s commercial policies, pricing, plans and pricing strategies or agreeing the prices that they charge or will charge.
If a Member Agency has any doubts about compliance with the competition rules, while conducting Association business, they should suspend the relevant discussion and seek the advice of the President, who will seek legal advice, if necessary.
BEST PRACTICE GUIDANCE ON ASSOCIATED ACTIVITIES
Certain specific best practice guidelines e.g. on self-publishing assistance will be made available to member agencies.
Member Agencies which provide additional services beyond agenting representation, including but not limited to paid editorial services, creative writing teaching, publishing, self-publishing assistance, manuscript competitions, event management, and speaking engagements should make the terms of these services completely transparent to clients in writing, secure clients’ agreement in writing to particular terms, and avoid conflict of interest, also by keeping specific services separate as appropriate.
It is the responsibility of Member Agencies to ensure that any additional services they offer are covered by their own professional indemnity insurance policies.
Member Agencies should not charge a reading, editorial or other fee to a client beyond the specific agreed commission rates without the client’s or prospective client’s prior consent in writing.
If a Member Agency offers paid editorial, creative writing or publishing services, then the terms of such business should be clearly set out and distinguished from the agency’s services as a literary agent. If no guarantee of agency representation is offered to an author choosing to use an agency’s editorial service or attending a writing course run by an agency, then this should be made clear to the author at the point at which such editorial services or courses are offered.
A Member Agency should not, without informing its client in writing in advance, represent in any transaction both its client, as vendor of the client’s services or copyright material, and any other interest as purchaser and/or representative of a purchaser of such services or material. The agency should declare to the client in writing any proprietary or profitable interest in any contract that goes beyond that of the agreed agency commission.
Member Agencies should not receive payments from third-party companies in recompense for introducing authors to those companies and recommending their services. Such practice raises a conflict of interest and is unlikely to be in the best interests of the author. If a Member Agency does receive such payment, which is strongly discouraged, it should disclose that fact, and details of the amount payable, to the author in advance of the introduction so that the author can choose the best path of action.
If a Member Agency engages the services of a client – for example as a writer-for-hire or a co-writer or co-owner of Intellectual Property or copyright – or licenses rights from a client, without declaring to the client in writing any proprietary or profitable interest that the agency will receive stemming from such an arrangement, the agency should suggest that the client take independent legal advice prior to making any such formal agreement with the agency. If the agency will have a profitable interest in a contract beyond commission arrangements as set out in the client agreement, then it is good practice for the agency not to charge commission on the client’s share of the earnings from such a contract.
In advance of assisting any client with self-publishing (e.g. with Amazon/Kindle White Glove and any other relevant platforms or retailers), it is good practice for agencies to make it clear in writing to the client which costs will be borne by the agency, the retailer and the client respectively.
When Member Agencies assist authors to self-publish, fair terms for such arrangements would include provision for the author to regain control over all aspects of their self-publishing in the event of the author resigning from the agency. In the interests of fairness to the author, this should include provision, if the author asks for their work to be ‘un-published’ from a retail platform, for the agency to serve notice to that effect on the retailer without delay, subject to expiry of any exclusivity period entered into with a third party with the author’s original consent.
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Members who are confident that they meet the standards of the Association’s Code of Practice are encouraged to say so on their websites e.g. XYZ Agency is proud to be a member of the Association of Authors’ Agents and endorses the principles of best practice in the Association’s Code of Practice.
The Association endorses the Industry Commitment to Professional Behaviour
