Page Turn Interactive
A trading name of Page Turn Technologies Limited
General Terms and Conditions of Sale
The following terms and conditions ("the Conditions") are the terms on which Page Turn Technologies Limited ("PTT") sells products and supersedes all other terms and conditions relating to those products.
Page Turn Technologies Limited is a Company registered in England number 06907710, and operates from a registered office located at 22 Falstaff House, Bardolph Road, Richmond, Surrey, England TW9 2LH
1 DEFINITIONS
In this agreement the following expressions shall have the following meanings:
"Products" means any online hosting platform owned or operated by PTT.
"Hosting Services" means the hosting of digital publications on the internet.
"Creative Services" means any other service provided by PTT to include creation, uploading and encoding of content, domain name registration or the provision of training.
"Customer" means an individual, organisation or business registering to purchase the Services for their own purposes.
"Reseller" means a Customer with their own billing facilities who buys services from PTT to sell onwards to their customers.
"User" means a Customer or Reseller purchasing Hosting Services or Creative Services from PTT.
"Referrer" means a Customer using a dedicated referral link as provided by PTT to introduce other Customers to the PTT Hosting Services.
"Publication" means a magazine, brochure or document created by a Customer or Reseller.
"Issue" means a specific edition of a Publication.
"Content" means material provided by the User or created by PTT as a Creative Service.
"Banned Content" means any material that is unlawfully published within the Territory including content in breach of copyright laws, pornography, material of a sensitive or political nature or that might incite acts of terrorism, or that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise offensive or objectionable or any other content that PTT may deem to be unsuitable for publication.
1 SERVICES
1.1 Subject to the terms and conditions of this Agreement, PTT agrees to provide Customer with the Services.
1.2 During the term of this Agreement, PTT hereby grants the User access and use of PTT's Hosting Services, all electronic data embodied therein and any upgrades thereto.
1.3 PTT is furnishing access to the Software for authorised use by the User solely for the purposes of uploading electronic Publications to create a series of pages on a web site with content supplied by the User or provided by PTT's Creative Services.
1.4 Uploaded content will be considered the property of the User.
1.5 Subject to the terms and condition of this Agreement, the User hereby grants PTT to use any content in marketing activity unless a publication has been marked as restricted access.
2 PRICE AND PAYMENT
2.1 The product is sold directly to the User at the rates advertised by PTT at the time of purchase.
2.2 From time to time PTT may operate promotional activities and reserve the right to withdraw any such activity subject to any terms and conditions thereto.
2.3 Payment may be made online using credit and debit cards subject to the terms and conditions of the card issuers.
2.4 PTT will not retain details of any credit or debit cards used in the purchase of the product.
2.5 Where payment is made manually, invoices will be due for payment within fourteen days.
2.6 Unless stated otherwise, the point of sale is the United Kingdom.
2.7 VAT will be added to all sales to Users within the United Kingdom
2.8 VAT will be added to all sales to Users within the Euro Zone where that Customer or Reseller has not entered a valid VAT registration number on their account profile.
2.9 Other local sales taxes will be added to the purchase price as and where applicable
2.10 Upon written request by the User, PTT will refund the full value of a purchase, provided the request is made within fourteen days of the original purchase and that the product purchased has not been used to publish a publication through the PTT system.
2.11 PTT will restrict the availability of any Publications where payment has not been made within the credit terms offered to the User.
3 CONDITIONS OF USE
3.1 The User agrees to comply with the Data Protection Act 1998 and all other applicable data protection laws and regulations.
3.2 PTT will suspend any User and no refund will be made for any issues purchased, whether published or not, for any user uploading Banned Content.
3.4 Users are permitted to replace pages of an issue for a period of no more than seven days from the date the issue is first published.
3.6 In the event of the cancellation of a Reseller account, the ownership, rights and access to any published material will revert to the Customer provided under the terms and conditions of a standard user.
3.7 PTT operate a Fair Usage Policy
4 REFERRAL SCHEME
4.1 The Referral Scheme is available to any approved registered PTT Customer.
4.2 A Referrer will qualify for a referral fee where a new Customer or User is introduced through the use of a unique referral code provided by PTT to the Referrer.
4.3 Where a referred User creates multiple accounts for the referral fee will only be payable where the account has been generated through the use of the Referrer's unique referral code.
4.4 Where a User is referred by more than one Referrer PTT will operate a first come first served policy.
4.5 Referral payments are calculated as a percentage (15.0%) of the Hosted Service fees purchased and paid in full for a period of twelve months from the date the referred User first registers with PTT.
4.6 PTT reserve the right to vary the percentage rate payable for referred business for specific products or promotions and any changes to the rate will be communicated on the Product website.
4.7 No referral fee is payable against purchases of Creative Services or any product or service supplied other than Hosted Services.
4.8 Referral commissions will be paid each quarter and calculated against all purchases where payment has been received in the preceding three months.
4.10 VAT will be added to the payment amount where the referrer has entered their valid VAT registration details on their My Account information within PTT.
4.11 The referrer is responsible for any dealings with the Inland Revenue regarding any referral payments made.
4.12 In the event of any disputed fees, following all reasonable reference checks, PTT's decision will be final.
5 RESELLER REBATES
5.1 Reseller status is reserved for Customers purchasing PTT Hosted services on behalf of multiple customers.
5.2 Reseller rebates will be calculated as a percentage of all Hosted Services purchased on behalf of Customers managed by the Reseller.
5.3 The rebate percentage will be agreed with each reseller and notified in writing together with any conditions as might be agreed between the Customer and PTT.
5.4 Unless agreed otherwise in writing by PTT, no reseller rebate is payable against purchases of Creative Services or any product or service supplied other than Hosted Services.
5.6 Reseller rebates will be paid each quarter and calculated against all purchases where payment has been received in the preceding there months.
5.7 VAT will be added to the payment amount where the referrer has confirmed that they have entered their valid VAT registration details on their My Account information within PTT.
6 PROVISION OF CREATIVE SERVICES
6.1 Any Services provided other than Hosted Services will be deemed as Creative Services to include the origination and uploading of content, provision of training or any other technical or non-technical activity.
6.2 Fees for Creative Services will be confirmed to the Customer in a written quotation, including payment terms, valid for thirty days from the date of issue.
6.2 The Customer must return a written acceptance of any quotation together with any purchase order or reference prior to work commencing.
6.3 All Creative Services will be charged to the Customer by PTT to include VAT which will be charged at the appropriate rates.
6.4 Where Creative Services are provided by a third party, PTT will make every reasonable effort to ensure work is provided to the required standard but PTT takes no responsibility for the services and will not indemnify the Customer for any loss incurred.
6.4 Where Creative Services are provided directly by PTT a specification sheet will detail of the project together with implementation timelines and the duties of both PTT and the Customer.
6.5 Any amendments made to the specification will be charged as additional costs.
7 CONTENT
7.1 PTT retain all ownership and intellectual property rights to the Software. Except for the license granted to Customer in Section 1, Customer shall have no right, title or interest in the Software. All rights not expressly granted herein are reserved to PTT.
7.2 The User shall retain all ownership and intellectual property rights in the Customer Content or derivative works of Customer Content developed specifically for the Customer by PTT during the term of this Agreement.
7.3 Each party may disclose the Confidential Information of the other party if required by law or regulation, provided that the receiving party provides prompt written notice to the disclosing party of such impending release and the releasing party cooperates to the fullest extent required by law or regulation with the disclosing party to minimize such release.
7.4 The User is solely responsible for all Customer Content (public or private) incorporated into Publications which are posted, emailed or transmitted via the Services provided by PTT, including for obtaining prior written consent for the use of any third party materials contained in the Customer Content, and any associated payments. The User agrees not to knowingly use the Services to upload Banned Content. The User acknowledges that PTT does not pre-screen Customer Content, but that PTT and PTT's designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Customer Content that does not abide by the terms contained in this Agreement.
8 LIMITATION OF LIABILITY
Under no circumstances shall PTT be liable to the Customer for any damages, including without limitation any damages for lost profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental, consequential or special damages, regardless of whether such claim arises under any theory of tort, advice, contract, strict liability or otherwise and regardless of whether PTT is advised of the possibility of any such damages.
9 AUTHORISATION
9.1 The User when required will create a username and password. This login information will serve as identification of the User.
9.2 The User agrees that all web site activities and programmatic actions which can be traced to its username and password are deemed as having been performed by the User itself and are legally binding on it.
10 LIMITATION OF LIABILITY
Under no circumstances shall PTT be liable to the User for any damages, including without limitation any damages for lost profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental, consequential or special damages, regardless of whether such claim arises under any theory of tort, advice, contract, strict liability or otherwise and regardless of whether PTT is advised of the possibility of any such damages.
11 FAULTS
11.1 PTT will make every effort to provide the User with the best possible service, however we cannot guarantee that the service will never be at fault. PTT will make every effort to correct all reported faults as soon as we reasonably can, affording any notice period where possible and complying with the clauses contained.
11.2 PTT service level agreements are published on each individual Product website.
12 TRADE MARKS
Unless otherwise specified, PTT is the owner or licensee of all intellectual property rights within the Page Turn Technologies website and control panels along with all subsidiaries and associated companies to Page Turn Technologies Limited, and in the material published within it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
13 INDEMNIFICATION
The User hereby agrees to defend, indemnify and hold PTT harmless from and against any suit or proceedings brought against PTT that arises from any breach by the User or any associated person of the obligations, representations or covenants contained within this Agreement.
14 ENFORCEABILITY
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its own terms.
15 NON ASSIGNMENT
This agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part without the other parties prior written consent.
16 THIRD PARTIES
This agreement is entered into for the benefit of the Company and any Group Company and the parties hereby agree that the provisions of the Contracts (Third Parties Rights) Act 1999 shall apply to allow any person referred to herein to bring an action for breach of the terms of this Agreement.
17 GOVERNING LAW
The interpretation and effect of this agreement shall be governed and construed in all respects in accordance with the laws of England and the parties submit to the jurisdiction of the English courts.