Terms and Conditions

1. Definitions
In these Conditions the following definitions apply:
The Company: means Printondemand-worldwide.com (‘PODW’), BookVault,
Photobubble, The Great British Bookshop and any other owned trading company.
The Customer: means the person or firm who purchases goods or services from the
Company.
The Contract: the contract between the Company and the Customer for the sale
and purchase of the Goods or Services in accordance with these Conditions.
The Goods: are the Goods (including an instalment of the Goods or any part of
them) and Services that the Company has contracted to supply in accordance with
these Conditions.
Order: the Customer’s Order of the Goods or Services.
Working day: a day (excluding weekends and UK public holidays) when the
Company is open for business.
Conditions: the Terms and Conditions and Operating Manual as set out in this
document as amended from time to time.
Price: the pre-negotiated price agreement arranged between the Company and the
Customer.
Title: legal ownership of the Goods.
Contract: this constitutes the entire agreement between the parties.
Preliminary Work: all work done in the concept and preparatory stages (including
but not limited to design, artwork, file testing, file preparation, colour matching,
sample print).
Unders and Overs: The Company reserve the right to charge for any additional
copies produced over the amount ordered or reduce the invoice for any under supply
within the following limits: plus/minus 10%. This shall not apply to orders supplied on
an On-demand basis, for supply direct to the Customers own third party recipients,
or those supplied via BookVault wholesale arrangements. In these circumstances
the Company will endeavour to supply an order exact and in full
2. Acceptance of Order
(a) Orders are accepted by the Company only upon and subject to the Terms and
Conditions of Sale as printed herein. Unless expressly accepted in writing by the
Company any exclusion or revision of these Conditions by the Customer in any
written or printed document, course of dealing, implied by trade, custom or practice
shall be inapplicable
(b)The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer is responsible for ensuring that the
terms of the Order and any applicable specifications requested by the Company are
complete and accurate.
3. Quotes and Confirmation
(a) No Order will be accepted by the Company unless the Customer notifies the
Company in writing or confirms acceptance on an electronic quote supplied by email
or via the Bookvault or Photobubble platforms. No verbal orders or text messages
will be accepted by the Company
(b) A quotation from the Company shall not constitute an offer. The Order shall only
be deemed to be accepted when the Company issues an acceptance of the Order,
at which point a contract will be formed between the parties
(c) Any quote is valid for a period of thirty (30) days only from the date stated on the
quote unless otherwise provided for in the quote
(d) Only quotes provided in writing by the Company will be treated as a valid quote
(e) Quotes are “ex works” and unless otherwise agreed in writing delivery will be
charged extra
(f) All quotes are based on the submission of electronic files in print ready pdf format
to the Company’s file guideline specifications and to be submitted via the Internet, ftp
server, email or via the Bookvault or Photobubble platforms. There may be a charge
levied for any files submitted in any other format, but Customer will be notified in
advance of charges before any file preparation work commences by the Company.
4. Price
The price of the Goods shall be;
(a) where there is a previously negotiated price scale in force between the parties
the price of the Goods shall be determined with reference to that scale;
(b) where no price scale exists the price is that stated on acceptance of order;
(c) All work carried out shall be charged and includes any preliminary work
undertaken whether or not the buyer agrees to that work being taken forward into
production.
(d) Should expedited delivery be agreed and necessitate overtime or other additional
cost, an extra charge may be made.
(e) Should work be suspended at the request or delayed through any default of the
Customer for a period of thirty (30) days the Company shall then be entitled to
payment for work already carried out and materials specially ordered
(f) For continuing work, invoices may be submitted by the Company at the end of
each calendar month for work carried out during that month, or at set stages agreed
in advance with the Customer. Payment will be due within thirty (30) days from
submission of invoices. Such contract may if the Company so elect be considered as
one contract and not severable and if the Customer fails to make payment on the
due date for payment for that instalment the Company shall have the option to notify
the Customer that the Company treats such failure to pay as repudiation of contract
in its entirety without prejudice to any other claim or right the Company may have for
compensation or otherwise.
5. Cost Variation
Quotations are based on the current costs of production and this is subject to
amendment by Company on acceptance or at any time after acceptance of the order
to meet any fluctuation in material costs, cover any additional operations which may
be found necessary, not allowed for in the original written quotation, or to cover any
additional cost due to the making or amendment of any law, order, regulation or
byelaw having the force of law (including inter alia any duty tax on import, export,
purchase, sale or appropriation or processing of any materials or equipment
comprised in the contract). Prices will be reasonably adjusted to cover such
increases. The Customer shall be informed of price increases in writing before
commencement of the Service.
6. Cancellation Charge
The Company will charge a cancellation fee of at least £50.00 to cover the
administration work already undertaken by the Company. An order shall be eligible
for this charge once files have been supplied and the processing of the order has
begun. Payment is due immediately by Customer.
7. Payment and Credit Terms
(a) the Company, at its absolute discretion, may ask for part or full payment in
advance of starting the job
(b) Where the Customer has been extended credit terms payments are due within
thirty (30) days from date of invoice unless otherwise agreed with the Company in
writing
(c) Where credit facilities are granted the Company reserves the right to withdraw
that at any time, without having to provide reasons, and in such case all outstanding
invoices become due and payable immediately
(d) Interest shall be charged on any outstanding balance after thirty (30) days from
date of invoice at the rate of 5% over the Bank of England base rate in force on the
date the debt becomes overdue and at any subsequent rate where the base rate
changes and the debt remains unpaid. Interest will accrue on a daily basis from the
due date to final payment date; the Customer shall pay the interest together with the
overdue amount
(e) The Customer shall be liable for all legal costs incurred by the Company in
recovering any outstanding debt owed by the Customer to the Company
(f) The Company reserves the right to offset any monies the Company may owe the
Customer under the performance of any of its services to that Customer against any
monies the Customer may owe the Company
(g) If monies due from the Customer to the Company remain outstanding for a period
of ninety (90) days from transaction date the Company reserves the right to make
the Customer’s files available through the Company’s Wholesale Channel Service
for the sole purpose of recovering outstanding debt. This does not limit the
Company’s right to collect Customer outstanding payment by traditional debt
recovery methods. Customer grants the Company non-exclusive copyright license to
all the files the Company holds for this sole purpose of debt recovery through the
Company’s Wholesale Channel Service. In such circumstances, once debts have
been recovered the Company will surrender all remaining assets to the Customer
(unless Customer consents to another course of action)
(h) The Customer shall pay all amounts due under the Contract in full and shall not
be entitled to assert any credit, set-off our counterclaim against the Company
(i) The Company may at any time exercise a right of set off, without prejudice to any
other remedies and rights it may have, to offset any money owed by the Company to
the Customer against any amount owed by the Customer to the Company.
8. General Lien
Without Prejudice to other remedies, the Company shall in respect of all unpaid
debts due from the Customer have a general lien, on all goods and property in their
possession (whether worked or not) and shall be entitled on the expiration of
fourteen (14) days’ notice to dispose of such goods or property as they think fit and
to apply any proceeds towards such debts.
9. Value Added Tax
The Company shall be entitled to charge the Customer the amount of any Value
Added Tax payable on the order whether or not included in the quotation or invoice.
10. Preliminary Work
Work carried out whether experimentally or otherwise at Customer’s request, will be
charged at the agreed rate and confirmed in writing to the Customer.
11. Proofs
(a) Customer’s corrections, including alterations to files and the cost of additional
samples necessitated by such corrections, will be subject to an additional charge
advised at the time the work is submitted by the Customer
(b) No responsibility will be accepted by the Company for any errors in the final
Goods where proofs submitted for Customer’s approval are not corrected by
Customer or for any errors in the final Goods where a proof has not been requested
in advance by the Customer
(c) For all work placed by the Customer with an invoice value of five-hundred GBP
(£500) or over the Customer is strongly advised to order a bound proof
(d) In the case of colour work whilst the Company will endeavour to match to the
proof and previous copies, the Customer accepts that there may be a slight variation
resulting from the nature of the digital print process and factors outside the
Company’s control
(e) All proofs will be supplied without foil blocking.
12. Materials
(a) Electronic Files- Artwork used by the Company shall remain the property of its
Author. It is the Customer’s responsibility to maintain a copy of any original file
provided by the Customer. The Company shall not be responsible for checking the
accuracy of supplied input from an Electronic File unless otherwise agreed in writing
(b) If an electronic file is not suitable for outputting on Company equipment without
adjustment or other corrective action, the Company may make a charge for any
resulting additional cost incurred or may reject the file without prejudice to his right to
payment for work done/material purchased
(c) The Company may reject any materials supplied or specified by the Customer
which appears to the Company to be unsuitable for the purpose intended. Additional
costs incurred if materials are found to be unsuitable during production may be
charged
(d) Customers’ files or hard copy supplied will be returned after the order has been
completed if requested by the Customer. Any files supplied to the Company may be
held for a period of time at their discretion but may be subject to a storage charge
should the Customer expressly request them to do so.
13. Delivery
(a) Delivery of the Goods shall be completed on the arrival of the Goods at the
delivery location specified on the Order
(b) Time of delivery is not of the essence. The Company will not be liable for any
delay in the delivery of the Goods however caused
(c) The Customer shall not be entitled to reject the Goods if the Company delivers
Unders and Overs of the Goods, but a pro rata adjustment shall be made to the
Order invoice on receipt of notice from the Customer that the wrong quantity of
Goods were delivered, or credit issued in instances where Customer has prepaid
(d) It shall be the duty of the Customer immediately on delivery of the goods to make
an inspection of them in every respect and to satisfy themselves of their adherence
to specification
(e) Claims arising from damage or partial loss of goods in transit must be made in
writing to the Company so as to reach them within three (3) working days of delivery
and claims for non-delivery within seven (7) working days of despatch of goods
(f) If no claim is made within the above stipulated time limits the goods delivered
shall be deemed to be in all respects in accordance with the Order; the Customer
shall be bound to accept and pay for the goods accordingly
(g) The Company shall be entitled to withhold delivery of Goods (or part thereof) if
the Customer is not in good payment standing with the Company or is subject to a
pre-payment agreement
(h) Orders may be combined and a shipping service upgraded at the Company’s
discretion. Any additional charge to Customer will be pre-agreed before despatch of
Goods.
14. Claims for Faulty Goods
(a) If the work is defective so that the Customer may in law reject it, the Customer
must advise the Company within seven (7) working days of delivery, failing which the
customer will be deemed to have accepted the work
(b) ‘Defective’ is defined as manufacturing faults occurring outside of the normal
digital manufacturing process
(c) In the event of any rejections, the Company reserve the right to request the return
of the work for inspection. Should the claim of defect be found to be valid, the work
will be rectified within ten (10) working days and the cost of any return postage
refunded
(d) Should agreement not be reached as to whether the work is defective, the advice
of the BPiF (British Print Industry Federation) will be sought and their decision will be
final
(e) The Company shall not be liable in respect of any claims unless the
aforementioned requirements have been complied.
(f) Any issues with the quality, format, alignment, specification or other element(s) of
the files or metadata supplied will render the Customer liable for the cost of
reproducing the work once the Customer has rectified those issues. If the Customer
is unsure, further guidance on correct file supply formats etc. should be sought at the
Bookvault Help Centre or via email to our customer service team.
15. Title and Risk
(a) The risk in the Goods shall pass to the Customer at the point the carrier takes
possession of the Goods where the carrier is appointed by the Customer, or on
delivery of goods, where the carrier is arranged by the Company on a tracked basis.
The Company will bear no responsibility for goods lost that are sent on an untracked
basis where a tracked alternative is available
(b) Title for the Goods will only pass to the Customer on full payment (cleared funds)
of the Goods. The Customer shall notify the Company immediately if any event in
clause 16 comes into operation. If Company reasonably believes that such an event
will happen then the Company at any time can require the Customer to deliver up the
Goods and if the Customer fails to deliver promptly, Company has the right to take
reasonable measures to recover assets to the value of the goods owed
(c) Customer’s property – Customer’s property and all material supplied to the
Company by or on behalf of the Customer will be held, worked on and carried at
Customer’s risk. The Customer shall be responsible for effecting insurance on such
material whilst on the premises of the Company.
16. Customer Insolvency or Incapacity
If the Customer becomes subject to any of the events in this clause or the Company
reasonably believes that the Customer is about to become subject to any of them
then, without limiting any other right or remedy available to the Company, the
Company may cancel or suspend all further deliveries under the Contract between
the Customer and the Company without incurring any liability to the Customer, and
all outstanding sums in respect of Goods delivered to the Customer shall become
immediately due. For the purpose of clause 15 the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or
(being a company) is deemed unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to
pay its debts or as having no reasonable prospect of so doing, in either case, within
the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has
any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or
an order is made, for or in connection with the winding up of the Customer;
(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced on or
sued against, the whole or any part of its assets and such attachment or process is
not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the
appointment of an administrator;
(g) (being a company) a floating charge holder over the Customer’s assets has
become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a
receiver is appointed over the Customer’s assets;
(i) the Customer suspends, threatens to suspend, ceases or threatens to cease to
carry on all or substantially the whole of its business and
(j) (being an individual) the Customer dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own affairs or
becomes a patient under any mental health legislation.
17. Liability
(a) There are no conditions, warranties, guarantees, representations or other terms
whether express or implied, statutory or otherwise oral or in writing except as
provided herein
(b) The Company shall under no circumstances be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise for loss of
profit, or any direct or indirect consequential loss arising in connection with the
Contract
(c) If the Company without cause fails to perform in accordance with its obligations
under this contract the Customer may recover an amount to compensate for any
direct physical loss which is suffered as a result of this failure subject always to a
maximum aggregate liability of the total invoice value of the Goods supplied to the
Customer pursuant to such contract.
18. Copyright, AI and Offensive Materials
(a) The Customer represents and warrants its content is its original work or that they
have the rights to grant the Company a perpetual, royalty-free, revocable, nonexclusive license to produce and distribute (as required) said works, and that the
work does not violate and will not violate applicable law or the rights of any thirdparty Person including any right of publicity, right of privacy, copyright, patent,
trademark, or other intellectual property right or any proprietary right. Also, that the
content is not defamatory, profane, infringing, obscene, unlawful, offensive, and/or
harmful, including, but not limited to, content that advocates, endorses, condones, or
promotes racism, bigotry, hatred, or physical harm of any kind against any individual
or group of individuals, or that provides materials or access to materials that exploit
people under the age of eighteen (18) in an abusive, violent, or sexual manner
(b) When enrolling any title in Bookvault wholesale channels, the Customer
acknowledges and agrees that works will be publicly available and accessible to
some or all customers of applicable retail and wholesale websites and channels and
will be considered non-confidential and non-proprietary. The Customer will take all
reasonable steps to ensure that its works shall not contain protected health
information, and the Customer further understands that it is strictly prohibited from
submitting works that include personally identifiable information under applicable
law, including, without limitation, the Data Protection Act 2018 and European Union’s
General Data Protection Regulation 2016/679 (GDPR).
(c) Should the Company discover that the Customer has enrolled such content as
outlined in (a) and (b) above in any distribution arrangements, the Company will
remove such works from availability immediately, notifying the customer, and
reserves the right to ban the Customer from future use of distribution channels and
the Great British Bookshop website.
(d) None of the foregoing shall obligate the Company to actively screen Customer
content. The Company will not be responsible for the action of any purchasers or
readers of any submitted content. Customers acknowledge and agree that the
Company does not actively monitor, or police content provided to distribution
channels or the Great British Bookshop and has no obligation to do so.
(e) If the Customer is or becomes aware of any occasions where AI-technology
is/has been used to generate content (whether images, text or translations), the
Company must be notified and reserves the right to indicate the presence of AI
generated content on feeds to metadata agencies, retail and wholesale partners, and
on the Great British Bookshop site, as applicable. This does not extend to AIassisted content, where the content was created without the use of AI, but AI tools
were used to then edit, refine or spell-check the content.
(f) The Customer may remove its content at any time from distribution channels and
the Great British Bookshop if so enrolled. The Company will make commercially best
efforts to promptly amend product availability, though may maintain a copy of
removed metadata for archival and legal purposes.
(g) The Customer acknowledges and agrees that (i) the Company may establish
general practices and limits concerning use of the Customer’s content, (ii) the
Company reserves the right to change those general practices and limits at any time,
in its sole discretion, with or without notice, and (iii) the Company has no
responsibility or liability for blocking, deleting, or failing to store any Customer
content maintained or transmitted by through distribution channels or the Great
British Bookshop.
(h) The Company shall be indemnified by the Customer in respect of any claims,
costs and expenses arising out of any libellous or alleged libellous material produced
for the customer or any infringement or alleged infringement of copyright, patent or
design.
19. Force Majeure – Neither party shall be liable for any failure or delay in
performing its obligations under the Contract to the extent that such failure or delay
is caused by a Force Majeure Event. A Force Majeure Event means any event
beyond a party’s reasonable control, which by its nature could not have been
foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lockouts or other industrial disputes (whether involving its own workforce or a third
party’s), failure of energy sources or transport network, acts of God, war, terrorism,
riot, civil commotion, interference by civil or military authorities, national or
international calamity, armed conflict, malicious damage, breakdown of plant or
machinery, nuclear, chemical or biological contamination, sonic boom, explosions,
collapse of building structures, fires, floods, storms, earthquakes, loss at sea,
epidemics or similar events, natural disasters or extreme adverse weather
conditions, or default of Company’s subcontractors.
20. Assignment and Sub-contracting – (a) The Company may at any time assign,
transfer, charge, subcontract or deal in any other manner with all or any of its rights
or obligations under the Contract. (b) The Customer may not assign, transfer,
charge, subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract without the prior written consent of the Company.
21. Notices – Any notice or other communication given to a party under or in
connection with the Contract shall be in writing and in the English language,
addressed to that party at its registered office and shall be delivered personally, sent
by first class post, recorded delivery, commercial courier or e-mail. Notice sent by
first class post shall be deemed to arrive forty-eight (48) hours from posting.
22. Severance – The invalidity or unenforceability for any reasons of any part of
these Conditions shall not prejudice or affect the validity or enforceability of the
remainder.
23. Waiver – Any time or other indulgence forbearance or concession by the
Company to the Customer shall not in any way whatsoever waive, diminish, restrict
or prejudice the Company’s strict rights under the Contract.
24. Third Party Rights – A person who is not a party to the Contract shall not have
any rights under or in connection with it.
25. Data Protection Act 1998 – In order to comply with the requirements of the
Data Protection Act 1998 the Customer should be aware that the Company might
transfer purely relevant information about the Customer to our bankers/financiers for
the purposes of providing services and for the following purposes: (a) Obtaining
credit insurance (b) Making credit reference agency searches (c) Credit control (d)
Assessment and analysis (including credit scoring, market, product and statistical
analysis) (e) Securitisation (f) Protecting the Company’s interests (g) Sub-contracting
to third-parties.
26. Variation- Except as set out in these Conditions, any variation to the Contract,
including the introduction of any additional terms and conditions, shall only be
binding when agreed in writing and signed by the Company.
27. Jurisdiction– These conditions and all other express and implied terms of
the Contract shall be governed and construed in accordance with the laws of
England and the parties agree to submit to the jurisdiction of the courts of England
and Wales.