Terms & Conditions of Business - VLeBooks

1. General
The Service Provider (“The Service Provider”) is prepared to supply the customer (“The Customer”) with eBooks and other electronic content on the basis of its terms and conditions as set out below.

The Service Provider grants to The Customer a non-transferable and non-exclusive license to use the Digital Content and the VLeBooks Service made available by The Service Provider in accordance with the terms of this Agreement. The Digital Content and VLeBooks Service made available to End Users are the subject of copyright protection, and the original copyright owner (The Service Provider or its licensors) retains the ownership of the Digital Content and VLeBooks Service. The Service Provider does not transfer any ownership, and The Customer may not reproduce, distribute, display, modify, alter, publish, exploit, transfer or transmit, in any form, or by any means, any Digital Content or any portion of the VLeBooks Service without the prior written consent of The Service Provider and its suppliers and publishers.­­­

End Users shall only use the Digital Content (including but not limited to digital audio materials in the MP3 format in the event content in MP3 format is made available through the VLeBooks Service) for their own personal, non-commercial use. End Users shall not sell, distribute, broadcast, rent, share, lend, modify, adapt, edit, or sub-license the Digital Content. All rights, titles, and interest in the Digital Content are reserved, and End Users do not acquire any ownership rights in the Digital Content as a result of downloading the Digital Content. The license granted to End Users to use the Digital Content is for a one-time limited right to borrow the Digital Content for a specific, school designated, limited duration ("Lending Period"). End Users agree and acknowledge that at the end of the Lending Period all rights to access the Digital Content expire and terminate.

The Customer will implement and maintain reasonable measures to ensure that only authorised End Users have access to the VLeBooks Service and Digital Content.

2. Disclaimer of Warranty, Limitation of Liability and Indemnity
The Service Provider disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, title, non-infringement, or fitness for a particular purpose. The Service Provider neither assumes nor authorises any other person to assume for The Service Provider any other liability in connection with the licensing of the Digital Content and VleBooks service and their use by The Customer and end users.

In no event shall The Service Provider be liable to The Customer or End Users for any damages arising from or related to failure or interruption of the VleBooks service, or for incidental, indirect, or consequential damages, or for loss of opportunity, loss of use, or other loss arising out of or in connection with the license, transfer, or use of the VleBooks service. In no event shall the Service Provider’s liability hereunder exceed the total amount received by The Service Provider from The Customer account up to the time the cause of the action giving rise to such liability occurred. You agree to indemnify and hold harmless The Service Provider and its officers, employees, agents, business partners, licensors, and licensees from any damages, liabilities, costs and expenses (including reasonable fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defence, or settlement thereof, arising in connection with your use of the VleBooks Service.

3. Third Party Content
The Service Provider is a distributor of content supplied by third parties including publishers and others. Accordingly, any opinions, advice, statements, offers, services, or other information or content expressed by third parties are those of the respective author(s) and not The Service Provider. The Service Provider neither endorses nor is responsible for the accuracy or reliability of information on the VLeBooks Websites made by anyone other than authorised employees of The Service Provider.

Third Party content may be removed from sale by publishers and others, either temporarily or permanently. The Service Provider may remove such content from it’s catalogue without notice at any time.

Previously purchased titles will not be removed from The Customer’s individual catalogue and will continue to be available to them, unless the Service Provider is required by law to do so, in which case a credit will be provided to The Customer.

Third Party content may be updated without notice to change or correct inaccuracies.

4. Compliance with Copyright Protection Technologies and Data Security
The Customer will take reasonable steps to prevent unwarranted intrusion into data managed or maintained by The Service Provider on behalf of The Customer acquired in the course of the operation of the VLeBooks Service. This includes reasonable steps to protect its password and access to the administrative website for management of the VLeBooks Service.

In the event The Service Provider learns of attempts to circumvent such DRM protections either by The Customer or its End Users, The Service Provider shall in its sole discretion, be permitted to temporarily suspends and/or permanently terminate End User's and/or The Customers Access to the VLeBooks service and Digital Content.

5. Technical Support Services
The Service Provider agrees to provide technical support services by email and phone to The Customer including reasonable efforts to assist The Customer in providing Primary Support, reasonable efforts to correct, fix, or circumvent errors, and in the discretion of The Service Provider, provide updates, enhancements, and new versions of the VLeBooks Service ("Secondary Support"). The Service Provider shall provide such Secondary Support by email and phone during its normal business hours of Monday- Friday 8:30 am to 5:00 pm.

The Service Provider will use reasonable efforts to make the VLeBooks Service perform substantially in accordance with the product description, as it may exist from time to time. However, The Customer acknowledges that inevitably some errors may exist in the VLeBooks Service, and the presence of such errors shall not be a breach of this provision. The Service Provider's sole obligation with regard to such errors shall be to use commercially reasonable efforts to correct such errors and provide Secondary Support as stated in this Agreement.

The Customer agrees to perform services to its End Users for day-to-day support, technical aid, help and other assistance for End User's use of its VLeBooks Service or for any issues arising from the use of its VLeBooks Website ("Primary Support"). The Customer will assign personnel with appropriate skills and expertise in computer, data processing, and related services to enable operation of the VLeBooks Service and Website and to provide Primary Support.

The Service Provider reserves the right to change the technology used to deliver content to The Customer in order to comply with evolving industry standards and technology. Ninety (90) days notice will be given of any significant technology changes.

6. Term and Termination
Unless otherwise agreed, the term for The Customer's access to the VLeBooks Service shall be for a period of twelve (12) months. The VLeBooks Service and the terms of this Agreement shall automatically renew for successive terms of twelve (12) months unless either party provides written notice of intention not to renew ninety (90) days prior to the expiration of the then current twelve (12) month term. The Customer obtains certain rights and access to use the Digital Content and VLeBooks Service for the term of its agreement with The Service Provider.

At the end of the Term access to read all purchased content online only will be continued for a period of two (2) years, but save as set out below downloads will not be allowed.. Readers will be unable to view unowned content. Access to Navigator.net will be removed together with the ability to produce usage reports. Helpdesk and support functions will be unavailable.

7. Orders and Delivery
Orders can be placed via our website, post, Fax, email, and EDI.

The licence to use the Digital Content shall continue for such time as The Customer uses the VLeBooks Service and for a period of 2 years thereafter to read only purchased content..If for whatever reason the Service Provider stops providing the VLeBooks Service or any similar service replacing the same the Service provider will use reasonable endeavours to find a suitable alternative supplier of the service failing which it will take steps to allow the Customer to download Digital Content that it has purchased.

8. VAT
All books will be invoiced at current prices. eBooks are eligible for VAT within the UK. VAT will be shown separately on invoices.

9. Payments
The Customer shall pay an annual Platform Fee as agreed at the commencement of service. The Service Provider may review the annual Platform Fee provided at least 3 months' written notice is given and any increase will be no greater than the prevailing UK Retail Prices Index.

Payment for goods must be made within 30 days of the month end of the invoice date. Thereafter (without prejudice to any remedies available to The Service Provider) interest on payments due will accrue at the rate of 4% per annum over the Barclays Bank Plc base rate from time to time until payment is received in full from the Customer. Notwithstanding above payment for all orders shall become due immediately in the event that the Customer adjudged bankrupt or insolvent, has a receiver or administrator appointed over its assets or enters into any composition with its creditors. Any goods purchased shall remain the property of The Service Provider until full payment has been received.

10. Credits
All eBooks supplied to the customer on a firm sale basis only. Credits will be supplied in the event of eBooks being faulty or incorrectly supplied against your order.

11. Retention of Title
Until full payment has been received by The Service Provider all content supplied by it to the Customer shall remain the property of The Service Provider. If a receiver or administrator or trustee in bankruptcy is appointed over any of the Customer’s assets, or if for any reason payment of the total price of the goods is not made on the due date, The Service Provider shall have the right with or without notice at any time thereafter to withdraw access to the content.

12. Variations
No variation on these terms shall be valid unless approved in writing by a director of The Service Provider.

13. Governing Law
These terms and conditions of business shall be governed by English Law.

14. Contacting
The Service Provider will accept enquiries between Monday and Friday 8.30am to 5.00pm. Answerphones are in operation outside these hours.