Terms & Conditions of MVB Books UK Ltd.

1.1 Company Details

MVB BOOKS UK LTD. incorporated and registered in England and Wales with company number 13883405 whose registered office is at Golden Cross House, 8 Duncannon Street, London, WC2N 4JF. Our main trading address is Golden Cross House, 8 Duncannon Street, London, WC2N 4JF. Our VAT number is 402920042. We operate the website www.mvb-online.com.

1.2 Contacting Us

To contact us email us at supportuk@mvb-online.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2.

2.1 Our Contract

These terms and conditions (Terms) apply to the order by you and supply of Services by us to you, being an online business-to-business Service that facilitates information exchange between bookselling retailers and suppliers (publishers, distributors and wholesalers). (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire Agreement

The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language

These Terms and the Contract are made only in the English language.

2.4 Your Copy

You should print off a copy of these Terms or save them to your computer for future reference.

3.1 Descriptions and Illustrations

Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. Our services that we offer are as follows:

Overview

• Our electronic data interchange (EDI) is a business-to-business EDI service used by the book industry to enable the exchange of electronic business messages between trading partners.
• You will be provided with user IDs and passwords to access our EDI. You are responsible for maintaining the confidentiality and controlling the use and disclosure of your user IDs and passwords
• In the event that any EDI Translation is required we will use reasonable endeavours to translate any transaction data as specified and agreed between you and us.
• You acknowledge that any EDI translation is reliant on the provision of the appropriate transaction data in the specified and agreed form and format. We are not responsible for any errors in any EDI translation caused by deviations from the specified and agreed form and format by either you or and/or trading partner.
• Documents may be deleted from electronic mailboxes of our users and all users of our EDI in accordance with our internal procedures from time to time. We shall not be responsible for retaining or delivering documents in the electronic mailbox of, or that are addressed to, a suspended or terminated client.
  

Your Responsibilities

• You acknowledge that you are solely responsible for the proper transmission and receipt of documents and for implementing sufficient procedures and checkpoints to satisfy its particular requirements for the transaction data.
• You agree that you will promptly correct any and all errors discovered in any documents that you
  transmit.
• You agree to notify us and the originating party (if identifiable) without delay if any documents
  received by you are in an unintelligible form.
• You agree that you will at your own expense, provide and maintain the equipment, software, and
  services necessary to effectively and reliably connect to our EDI and to transmit and receive
  Documents.
• You agree that you are solely responsible for maintaining a mechanism external to our EDI for the
  reconstruction of any lost transaction data.

Overview

• PubEasy is an online business-to-business Service that facilitates information exchange between bookselling retailers (“Customers”) and publishers, distributors and wholesalers (“Clients”). Through its online portal (www.pubeasy.com), PubEasy provides functionality that may include, but is not limited to:
  • information on title, price, and stock availability;
  • order placement;
  • order status information; and
  • single password login to a network of participating publisher,distributor and wholesaler websites.

• We shall have the right to access any and all areas of the portal (including the programs and data
  contained therein) as necessary and at any time to operate, support, maintain, modify and
  enhance the PubEasy Service.

Your Responsibilities

• You agree that you are responsible for maintaining the confidentiality and controlling the use and disclosure of your user IDs and passwords.
• You agree at all times to properly maintain its interfaces with PubEasy to access this service.
• You agree to regularly provide and update the data that you send us (Client Displayed Data) (price and availability to be updated not less than once every twenty-four (24) hours).
• You acknowledge that we do not monitor, evaluate or supervise Client’s Displayed Data, and that you are solely responsible for the content, accuracy, completeness, integrity and presentation of the Client Displayed Data.
• In the event any of our data or information is contained on or accessible through PubEasy, you agree not to tamper with it or access the registration database of our customers for any purpose, including, but not limited to, marketing.
  
• You agree to comply with the privacy policy set forth on the PubEasy online portal and which may be changed from time to time in our sole discretion.
  
• You agree that you will not block or attempt to block access to the portal.
• You agree not to independently charge any fees to access to the portal.
• You agree that you not customize the portal; provided, however, that you may, subject to our prior written approval, customize the placement of its logo, and the links to its own websites on the pre- set PubEasy pages.
• You agree that you may not, without our prior written consent, link the portal to any third party website.
• You represent and warrant to us that the Client Displayed Data will be current, accurate and complete.

Overview

• TeleOrdering is a business to business Service where the orders are electronic only provided by us which allows retailers to send, and suppliers to receive, electronic orders.
• Any trading partners may transmit all orders in a single file which are then sorted and routed by this service.
  
• You, when using the TeleOrdering service, will provide data to update and maintain the TeleOrdering Database.
  
• You will receive orders which are in the appropriate format and contain(s) an identifier which lists you as the recipient in the Teleordering Database.
  
• Orders which are not in the appropriate format or do not contain identifiers listed in the TeleOrdering Database will not be routed.
• Where a trading partner may override the routing designated in the TeleOrdering Database, TeleOrdering will route the order according to the entity identified by the trading partner in that Order.
• All ultimate recipients must be identified/represented in the TeleOrdering Database.

Your Responsibilities

• You agree that you shall at all times properly maintain its interfaces with TeleOrdering to access this service.
• You agree that you shall maintain the information contained in the TeleOrdering Database.
• You acknowledge that you are reliant on the accuracy and timeliness of information received from Client and other entities providing information in order to effectively maintain the TeleOrdering Database.
• You acknowledge that we do not monitor, evaluate or supervise the content of any data owned by or transmitted in any orders by trading partners other than for purposes of order fulfilment.
• In the event any of our information/data is contained on or accessible through TeleOrdering, including but not limited to database of books and other products identified by an ISBN or EAN13 identifier as provided by us, you agree not to tamper with that information/data.

3.2 Compliance with Specification

Subject to our right to amend the specification (see clause 3.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

3.3 Changes to Specification

We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.

3.4 Reasonable Care and Skill

We warrant to you that the Services will be provided using reasonable care and skill.

3.5 Time for Performance

We will use all reasonable endeavours to confirm the retailer order has been received and forwarded to the publisher, wholesaler or distributor as needed

4.1 It is Your Responsibility to ensure that:

• the terms of your order are complete and accurate;
• you cooperate with us in all matters relating to the Services;
• you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• you comply with all applicable laws;
• You are responsible for maintaining the confidentiality and controlling the use and disclosure of your user IDs and passwords;
• You acknowledge that we do not monitor, evaluate or supervise your data and that you are solely responsible for the content, accuracy, completeness, integrity, legality and presentation of the data submitted by you;
• You will not block or attempt to block access to our site or independently charge any fees to access to our site;
• You will not, without our prior written consent, link our site to any third party website;

4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 (Your Default):

• we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);
  
• we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  
• it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

5.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 5.

5.2 The Charges are the fees we agree with you to be paid at the times agreed by us.

5.3 If you wish to change the scope of the Services and we agree to such change, we will modify the Charges accordingly.

5.4 We take all reasonable care to ensure that the Charges are correct at the time when the relevant
information was entered into the system.

5.5 We reserve the right to review the Charges on an annual basis with effect from each anniversary of the Commencement Date and agree any changes with you at such time. If we cannot agree any changes in the Charges with you, we will be able to bring the agreement to an end by serving you with not less than 30 days-notice.

5.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order and will take subsequent payments in advance as agreed with you.

6.2 We will send you an electronic invoice for any payments due. For any failed or cancelled payments, a £20 administration fee will be levied.

6.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), we may charge you interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under6 this clause 6.3 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

If a problem arises or you are dissatisfied with the Services, please contact us at supportuk@mvb-online.com.

8.1 All intellectual property rights in or arising out of or in connection with the Services will be owned
by us.

8.2 We agree to grant you a fully paid-up, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 8.2.

8.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

9.1 We will use any personal information you provide to us to:

• provide the Services;
• process your payment for the Services; and
• inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.

9.2 We will process your personal information in accordance with our privacy policy at https://mvb-online.com/privacy-policy , the terms of which are incorporated into this Contract.

10.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £10M per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
  
• fraud or fraudulent misrepresentation; and
  
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.3 Subject to clause 10.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.
  

10.4 Subject to clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.

10.5 We have given commitments as to compliance of the Services with the relevant specification in clause 3.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.7 This clause 10 will survive termination of the Contract.

11.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.

11.2 We each may disclose the other's confidential information:

• to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  

11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

The subscription will continue for the agreed term and will auto-renew unless a cancellation is given in writing at least 30 days prior to the renewal start date. In the absence of a cancellation the subscription will renew automatically at the current rate of inflation.

3.1 Termination

Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

• you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
• you fail to pay any amount due under the Contract on the due date for payment;
• you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Consequences of Termination

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

13.3 Survival

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• we will contact you as soon as reasonably possible to notify you; and
  
• our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

16.1 When we refer to "in writing" in these Terms, this includes email.

16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.3 A notice or other communication is deemed to have been received:

• if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
• if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.
  

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17.1 Assignment and Transfer

We may assign or transfer our rights and obligations under the Contract to another entity including (but not limited to) enlisting the services of a third party to perform services, including but not limited to technical communication and support services provided that such third party is bound by terms and conditions no less restrictive than those contained herein.

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.3 Waiver

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third Party Rights

The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing Law and Jurisdiction

The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.