Terms and Conditions
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1 Definitions
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In these conditions, unless the context requires otherwise:
1. Naija-Books website means www.naija-books.com, www.naija-books.co.uk and any other website established by Naija Books and or Mereo-Books.
2. Application of these conditions of use
By accessing or using any part of the Naija-Books website or using the services provided by Naija-Books and/or Mereo Books you agree to be bound by the following conditions of use. If you do not wish to be bound by these conditions, you may not access or use Naija-Books website or use the services provided thereto.
Naija-Books may change these conditions at any time without any notice to you. By your continued access and use of Naija-Books website you agree to be bound by the most current version of the conditions of use. Please check these conditions periodically for any changes that have been made.
3. Copyright and database right
Except where otherwise noted, Naija-Books owns legally and beneficially all the intellectual property rights in the content of all Naija-Books website pages (including the design, text, graphics and arrangements thereof) and in the software used therein. Such intellectual property rights include, without limitation, copyrights and database rights in the information displayed as Naija-Books website Search results which are extracted from a compilation owned by Naija-Books.
4. Trademarks and intellectual property
Naija-Books website and all other trademarks and intellectual property cited anywhere on Naija-Books website are the property of their respective owners.
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Intellectual property includes the trademarks, patents, designs, copyrights logos, whether registered or unregistered, registered or unregistered designs utility models copyrights including design copyrights applications for any of the foregoing and the right to apply for them in any part of the world discoveries creations inventions or improvements upon or additions to an invention confidential information know-how and any research effort relating to any of the above mentioned business names whether registerable or not moral rights and any similar rights in this country or any other country logos promotional material and website addresses belonging to their respective owners
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5. Permitted uses
Save as provided below, no materials from Naija-Books website may be copied, downloaded, reproduced, broadcast, shown or played in public, republished, uploaded, posted, stored, transmitted or distributed in any way or adapted or changed in any way.
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Naija-Books takes active measures to ensure that no unauthorised use or breach of its intellectual property rights is committed.
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Subject to applicable third party content providers’ licences, you are allowed to access Naija-Books website database, to make a copy of the results of any searches made in that database, and to use those results provided that none of such access, copying and use falls into, is preparatory to or enables any of the categories of prohibited conduct referred to below, and provided that none of such access, copying and use is for the purpose of and in the course of any business. For the avoidance of doubt, and without prejudice to the below mentioned prohibited conduct, such access, copying and use is permitted even for a business if such conduct is merely incidental to the business.
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For the avoidance of doubt and without limitation, you are expressly prohibited from:
Modifying the data or other material from Naija-Books website (“the Data”) or merging the Data with any other data;
Selling or trading in materials copied from the Data;
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Using or redistributing the Data for the purposes of compiling databases, lists or directories, other than as and to the extent necessary to use the Data for a use not prohibited by this paragraph Providing commercial information, redistributing or reproduction of the same by the press or media or through any commercial network, cable or satellite system;
Issuing questionnaires, reply cards or similar for the purpose of data capture or verification;
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Permitting or allowing the Data to infringe or otherwise prejudice our proprietary rights;
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Using the Data;
For any unlawful purpose or purpose that is likely to bring any part of Naija-Books into disrepute or to cause any part of Naija-Books embarrassment.
To send any message or communication which is offensive, abusive, indecent, obscene or menacing.
In any way that would be reasonably expected to cause annoyance, inconvenience or needless anxiety;
As source targeting material or contact data for any kind of telemarketing, direct marketing, viral or other electronic marketing activity on your own behalf or on behalf or for the benefit of another party.
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6. No licence
Except as expressly provided, nothing contained in these conditions or anywhere on Naija-Books website shall be construed as conferring any licence under any of Naija-Books or any third party’s intellectual property rights.
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7. Disclaimer of representations and warranties
Naija-Books website is provided by Naija-Books on an “as is” and “as and when available” basis to users. You use Naija-Books website at your own risk.
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Naija-Books and its associated content provider organisations make considerable efforts to make information made available via Naija-Books website as accurate as possible but no warranty or fitness is implied.
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Neither Naija-Books nor any of its officers, directors, shareholders, employees, affiliates, agents, third party content providers, sponsors, licensers, or the like, makes any representation or warranty or condition, either express or implied, to you:
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That Naija-Books website will be uninterrupted or error-free;
That Naija-Books website or the computer server from which Naija-Books website is made available, are free of viruses or other harmful components;
To the accuracy, content, timeliness, completeness, legality, reliability, quality or suitability of any information, advice, content, service, search results, products or merchandise provided through Naija-Books website
Naija-Books makes and you receive, no representations, warranties or conditions, express or implied, statutory or otherwise with respect to:
Naija-Books website, its content, merchandise, services, documents, information, items or materials provided by Naija-Books in connection with the use of Naija-Books website; or
any goods or services or information received through or advertised on Naija-Books website or received through links provided on Naija-Books website;
including without limitation no representations, warranties or conditions of merchantability, suitability, fitness for a particular purpose, non-infringement of proprietary rights or otherwise.
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No oral advice or written information given by Naija-Books or its affiliates, or any of its officers, directors, employees, agents, providers, merchants, sponsors, licensers, or the like, will create a representation, a warranty or condition nor should you rely on any such information or advice.
In jurisdictions that do not allow the exclusion or disclaimer of certain warranties, the above exclusion may not apply to you.
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8. Advice not provided
Naija-Books website is a site intended to give members of the public access to information on Naija-Books. Naija-Books is not an agent for and does not vouch for, recommend or guarantee those persons, companies and other organisations whose goods or services may be displayed or referred to in Naija-Books website, nor for the availability, suitability or prices of such goods and services nor for the legal entitlement, competences, professional qualifications, trade certifications, or memberships of trade associations of such persons, companies or other organisations or members.
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Naija-Books advises users to satisfy themselves as to the exact type and nature of goods or services being offered or qualifications held by those persons, companies and other organisations whose goods or services may be displayed or referred to in Naija-Books website.
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Naija-Books may make available certain information provided by third parties. Naija-Books recommends that before you use any such information with respect to any issues or questions that you may have relating to medicine, law, accounting, financial services or advice or any other profession, you seek advice from a qualified professional.
9. Limitation of liability
Certain information may be published on this website by Naija-Books but please note that by doing so Naija-Books is not guaranteeing that such information is accurate, authentic, up-to-date or correct. Please also note that Naija-Books does not offer this information as advice within the meaning of the Financial Services Act 2000 and that in any event Naija-Books is not authorised by the Financial Services Authority to give such advice. You should in all circumstances consult your own authorised independent financial adviser for advice concerning such matters and Naija-Books accepts no responsibility whatever for reliance on any such information it provides.
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Under no circumstances will Naija-Books or any of its officers, directors, shareholders, employees, affiliates, agents, sponsors, licensers, or any other party involved in the creation, production, maintenance or distribution of Naija-Books be liable for any direct, indirect, incidental, special or consequential damages (including but not limited to loss of profits, royalties, book sales, business, anticipated savings, goodwill, use of data or other intangible losses) that result from either:
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The use and reliance on Naija-Books website; or the inability to use Naija-Books website; or mistakes, omissions, interruptions, suspension, termination, deletion of files or e-mail, errors, defects, viruses, delays in operation, transmission or service response time, or any failure of performance with respect to Naija-Books website including without limitation those arising from acts of God, communications failure, theft, destruction or unauthorised access to Naija-Books records, programs or services; or merchandise, products or services received through or advertised on Naija-Books website and merchandise, products or services received through or advertised on any links provided on Naija-Books website; or information or advice received through or advertised on Naija-Books website and information or advice received through or advertised on any links provided on Naija-Books website; or any information, data, text, messages and other materials that you email, post upload, reproduce, transmit or is otherwise distributed using Naija-Books website.
Naija-Books is unable to ensure or guarantee the security of any information transmitted over the Internet. Any information or data which you transmit to or by using Naija-Books is done at your own risk and Naija-Books shall not be responsible or liable for any damages or loss of whatever kind that may result from transmitting such information. However this clause does not apply to any personal injury or death which results from the same and Naija-Books does not seek to limit its liability in relation thereto.
Naija-Books makes every effort to comply with its published terms of service and delivery but under certain circumstances when compliance is not possible Naija-Books or Memoirs Books is not liable for damages, costs, lack of sales, or any other costs that may occur as a result of inability to comply with our published terms of service. By signing our contract you automatically agree to these terms of service and possible limitations therein.
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If any jurisdiction does not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.
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10. Miscellaneous
These conditions and any and all documents specifically referenced herein constitute the entire agreement between you and Naija-Books with respect to the subject matter hereof. If any provision contained in these conditions is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, that provision shall be severed from these conditions and the remaining provisions shall continue in full force and effect.
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Naija-Books Ltd reserve the right to cancel author contracts at any time without prejudice and on the understanding that Naija-Books will not be liable for any cost or payment to authors.
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11. Jurisdiction and governing law
These conditions shall be governed by and construed in accordance with the laws of England. Naija-Books controls Naija-Books website from within the country of England. It can, however, be accessed from other places around the world. Although these places may have different laws from those of England, by accessing Naija-Books website you agree that the laws of England, without regard to rules relating to conflict of laws, will apply to all matters relating to your use of Naija-Books website. You and Naija-Books also agree to submit to the non-exclusive jurisdiction of the English courts, with respect to such matters. Users of Naija-Books website accessing it from places outside of England acknowledge that they do so voluntarily and are responsible for complying with local laws.
12. Royalties
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We will pay authors royalties amounting to 75% of the profit from every copy of your book sold by ourselves or through any other sales outlet we supply, calculated after costs for printing and delivery. Rates vary considerably according to the book and the sales channel but are at their highest for books supplied direct by Mereo. Full details will be given on each statement. We expect to make a royalty return to authors after the first six months and annually thereafter, provided there have been sales.
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In the event of low or non-existent sales that do not cover the cost of calculating royalties this period may be extended or alternatively we can generate a sales report for a fee of £50.00. In the event of continuing low sales, we retain the right to unpublish the book, because of the fees we have to pay to maintain listings and the costs of calculating royalties. Note that no royalties are normally paid until at least six months after publication because of the length of time it takes trade outlets to report and pay for sales. Many retailers order books on a sale or return basis and accordingly we may later have to buy back returned copies; in this case such payment will be deducted from future royalty payments. Our sales reports are audited by our accountants, but if you require additional documented proof of your sales, you can ask them to substantiate their authenticity – please contact us for further details. Be aware that they will make a charge for auditing your sales.
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It is not practical or economical for us to process payment of royalties when the amount due is below £30.00, €35.00 or $40.00 US. In this case we will roll over the total until it exceeds this sum.
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TERMS & CONDITIONS OF SALE OF GOODS
1 Definitions
In these conditions, unless the context requires otherwise:
1.1 Buyer means the person who buys or agrees to buy the goods from the Seller;
1.2 Conditions means the terms and conditions of sale set out in this document and any special terms and conditions or other agreement agreed in writing by the Seller;
1.3 Delivery Date means the date specified by the Seller when the goods are to be delivered;
1.4 Delivery address means the address given to deliver the items. If none is specified it will be deemed to be your postal/billing address.
1.5 Goods means the articles which the Buyer agrees to buy from the Seller;
1.6 Price means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.7 Seller means Naija-Books C/O Mereo Books, Registered office: Kemp House 160 City Road London EC1V 2NX. Registered in the United Kingdom, number 12157152. VAT number: 332 5228 27
1.8 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
1.9 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.0 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.1 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Parties.
3 Price and payment
3.1 The Price shall be the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2 Payment of the Price shall be due with order unless otherwise specified in writing. The Seller shall not be obliged to sell or dispatch any Goods to the Buyer in the absence of payment
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Bank base rates from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 The Seller shall be entitled to suspend magazine subscription pending payment or clearance of payment.
3.5 The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller under this or any other contract.
4 The Goods
4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.1 All goods may not be resold by the Buyer and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods.
4.2 No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.
4.3 The Seller reserves the right to vary at its absolute discretion, the materials to be used in the manufacture of the Goods the subject of the Order and replace them with other materials of at least equal quality.
5 Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 as amended and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law
6 Delivery of the Goods
Delivery of the Goods shall be made to the delivery address. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 10 days after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract unless such return is agreed with the Seller in accordance with any returns policy it may have in force from time to time
8 Title and risk
8.1 Title shall pass on delivery of the Goods unless the Buyer has not paid for them. In that event title shall remain with the Seller until the Seller receives payment in full, including any interest which may be payable to the Seller.
8.2 Risk shall pass on delivery of the Goods.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
9.4 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
9.5 In the event of a dispute about the standard of workmanship, copy editing, line editing, structural editing, graphic design, quality of printing or other aspects of the Naija-Books service no claims, refunds or partial offset of costs will be considered unless such standards of workmanship are brought to the attention of a director of Naija-Books.
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10 Rights of Third Parties
The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.
11 General
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11.1 Headings
All headings are for ease of reference only and shall not affect the construction of this contract.
11.2 Severance
Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
11.3 Waiver
No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
11.4 Sub-contracting
The Seller may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.
11.5 The Seller may cancel this contract at any time before the Goods are dispatched by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation
12 Force Majeure
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12.1 Save for the Buyer’s obligation of payment under clause 3 neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party (Force Majeure Event).
12.2 Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.
13 Proper law of contract
English law shall apply to any contract within which these terms and conditions are incorporated and the parties agree to submit to the exclusive jurisdiction of the English courts.
SHIPPING/COURIER COSTS & POLICIES
1. We are not obliged to ship any goods until all our charges for the goods and shipping are paid.
2. Please allow up to 28 days for despatch of your goods from the date we send you acceptance of the order, clearance of funds, checking of personal details and any other verification procedures we consider appropriate
3. All orders are subject to availability of stock. If the item is no longer in stock we will refund your payment
4. We reserve the right to insist that the goods are delivered to address shown as your delivery address in the order or such other information given to us or obtained by us.
5. If we are unable to obtain acceptance of the goods or for some other reason, we are unable to deliver the goods we reserve the right to suspend delivery until payment of any surcharge which the carrier may require has been made
6. Shipping costs are based on the charges made by our carrier
7. Once you have ordered online from us you will receive an email confirming that we have received your order. If we accept your order we will send you another e-mail confirming this, giving you an order.
8. Returns/Replacements/Refunds Policy (Books)
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If you cancel your contract in accordance with our Terms and Conditions/Sale of Goods:
1. The goods must be returned in the same condition in which we sent them. We reserve the right to refuse to accept worn or damaged goods or make a refund for them
2. We will replace any item free of charge that has been received by the Buyer in a damaged or faulty condition within 4 (four) weeks of receipt of goods. This applies particularly to printed books supplied by our sub-contractors or suppliers.
3. The Seller will only take responsibility for return postage if the good/goods are at fault.
4. A refund where a book is part of a special offer will be adjusted to include payment for free item unless the Buyer chooses an alternative
5. We are not responsible for any costs incurred by you in returning the goods to us and you will be responsible for all customs duties and other taxes which may be payable or refundable
6. We will issue a credit through your credit card company for our charges in respect of the goods but not in respect of the delivery charges
Cost
For details of the actual cost of shipping please see the price shown for your shopping basket when full. Please note that you will be able to remove items from the basket or cancel it entirely before you commit yourself to paying.
We should like to remind you that risk passes to you when our courier collects your goods from us for delivery.
In addition to our charges for the goods and delivery customs duties and other taxes may be payable. The carrier will collect these taxes from you at delivery. You are responsible for paying all such taxes and duty in any event and you agree to indemnify us in respect of all such liability.
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