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PRENAX Ltd, GENERAL TERMS AND CONDITIONS
May 12th, 2003
1. Description of Prenax subscription services
1.1. Prenax Ltd (below referred to as "Prenax"), offers
organisations a subscription service whereby Prenax sells and provides
subscriptions of national and foreign newspapers and magazines as well as book
orders. Prenax's customers are hereby offered a coordinated management of their
subscriptions. Besides ordering their newspapers and magazines through Prenax
customer services, customers can also access Prenax subscription services
through the Prenax on-line service on the internet. This on-line service enables
customers to make address changes, cancel subscriptions, order new subscriptions
and make similar changes. In addition, they can gain access to data on the
internet about the subscriptions they currently have with Prenax and make
searches and compilations in selected parts of Prenax's database.
1.2. Prenax Online is available at Prenax's website,
www.prenax.co.uk.
1.3. Prenax is entitled at any
time to modify Prenax Online on the internet, its offer of subscriptions to
national and foreign newspapers and magazines and/or implement additional
content/functions in a manner it deems suitable.
1.4. The customer undertakes, over and above the terms and
conditions of this agreement, to observe the instructions and conditions for
using Prenax Online laid down from time to time at Prenax's website.
2. Becoming a Prenax customer
2.1. Prenax undertakes to sell and provide books and
subscriptions to national and foreign newspapers and magazines laid down at
Prenax's website or offered by Prenax's customer service in accordance with the
customer's order and the terms and conditions of this agreement.
2.2. On becoming a Prenax customer, registration by a
sales or customer service executive is completed. This includes personal details
and an acceptance of the general terms of agreement. Agreement takes effect at
registration.
2.3. Customers accept that a
subscription that has been ordered and confirmed by Prenax is binding. In case
of deviation between the customer's order and Prenax's confirmation, Prenax's
confirmation shall have priority.
3. User name and password for Prenax Online
3.1. Use of Prenax on-line service on the Internet,
Prenax Online, requires a user name registered with Prenax and a password. The
customer is entitled to change this password at any time, while Prenax is
entitled to change the user name at any time. If Prenax makes such a change, the
customer will be notified of this by e-mail or ordinary letter.
3.2. Customers undertake
(A) not to reveal their user name or password to others and not to make a note of or
store them in such a way that they can be recognised as such or be associated
with Prenax Online, and
(B) to inform Prenax
immediately of any suspicion that an unauthorised person has gained access to
the password.
Customers are liable for loss or damage incurred by Prenax if
(C) they
deliberately or inadvertently reveal the password to a third party;
(D) the password in some other way becomes known to an
unauthorised person and the customer does not change the password immediately
after suspecting this fact and does not notify Prenax as described above.
After Prenax has been notified of a suspicion that an
unauthorised person has gained access to the password, customers will only be
liable for measures which Prenax has taken or has omitted to take if they have
acted fraudulently.
4. Entitlement to withdraw services from Prenax Online
Prenax is entitled without prior notice
to deny a customer access to Prenax Online
(A) if there is reason to assume that grounds exist for cancellation of this
agreement with immediate effect, or
(B) if the customer has given notice of cancellation of this agreement, or
(C) if there is reason to assume that the customer is acting in a
way which may cause Prenax to suffer a loss, or
(D) if there is a reason to assume that there is a risk of
unauthorised access to or loss of information.
The customer is not entitled to compensation for any loss or
damage, whether direct or indirect, which occurs by reason of a decision by
Prenax to take or omit to take action under this section.
5. Terms of delivery
5.1. Once a subscription has been ordered from Prenax, delivery
of the newspaper or magazine will be done according to the procedures and
conditions of delivery of the publisher concerned. Delivery from national
publishers usually varies between 1-5 weeks and from foreign publishers delivery
can vary between 8-13 weeks.
5.2. Delivery of a
subscription is carried out to the customer's latest recorded address, i.e. sent
by post or, where applicable, by fax, e-mail or the internet in accordance with
the customer's order and the existing terms and conditions of the respective
publishers.
5.3. Prenax reserves the right to
make changes to the terms of delivery. This may arise from changes in the
publisher's delivery schedule, consolidation of more than one journal or even
the demise of a title. In doing so, the customer will be charged or credited in
accordance with the additional price change incurred by the publisher.
6. Prices
6.1. The price payable by the customer to Prenax is the subscription rate
specified by Prenax at the time when the subscription is ordered.
6.2. However, Prenax reserves the right to make changes to the
subscription rate arising from price changes made by the publishers, from
changes in exchange rates and from changes in the Prenax list price. Additional
charges or credits for such changes will be made without prior
notification.
6.3. Prenax's subscription rates
are stated exclusive of value added tax. Value added tax is payable according to
current legislation and Prenax reserves the right to invoice the customer
retrospectively for additional value added tax that may occur according to
changes in the current legislation and case law.
7. Terms of payment
7.1. Payment for a subscription shall be made within fourteen
(14) days from receipt of an invoice, unless otherwise specially agreed.
7.2. If any part of the invoice is disputed, the item
in question must be queried by the customer. The invoice will still be valid and
will have to be paid in accordance to Prenax's terms and conditions. A credit
note will be raised where appropriate.
7.3. Payment for a subscription shall be made within fourteen (14) days of receipt of
an invoice, unless otherwise specially agreed. For late payments, penalty
interest of two percent (2%) per month will be charged. If full payment is not
made, interest will be charged on the full amount of the invoice on a monthly
basis from the date of each invoice until full payment (including interest) is
credited to your account. Charging of interest is a discretionary action. To
resolve a transaction query customers must call within fourteen (14) days of the
date of invoice. Suspended payment terms will fall under the company's
discretion.
8. Cancellation
8.1. The customer accepts the fact that an ordered subscription
is binding in accordance with this agreement. If the customer wishes to cancel a
subscription during the subscription period, cancellation shall be made in
writing by post, e-mail, fax to Prenax customer services, or by using Prenax
Online. If the publisher in question accepts cancellation and crediting of the
payment made for the subscription by Prenax for the remaining period of the
subscription, Prenax will refund the amount paid by the customer regarding the
remaining period of the subscription, administrative costs of up to 20% of the
subscription price deducted. In other cases, Prenax is unable to give a refund.
The cancellation of a subscription does not affect the customer's obligation to
pay other subscription rates due for payment.
8.2. Prenax reserves the right to cancel subscriptions where
clients do not comply with Prenax's terms and conditions or payment terms.
Prenax will retain any outstanding balance owed to the company before forwarding
recovered refunds to the customer.
9. Claims
9.1.
Claims regarding an incorrect delivery or non-delivery of an issue for which a
subscription has been ordered in accordance with this agreement should be made
immediately by post, e-mail or fax to Prenax customer services or by using
Prenax Online.
9.2. Prenax is unable to
guarantee a replacement issue in the event of a claim, as the publisher may have
run out of copies and is therefore unable to make a replacement.
9.3. If you have not acknowledged receipt of the
missing item/s at the end of 50 days we will presume the claim has been resolved
and no further action will be taken.
10. Renewal of subscription
As our default position, Prenax will send the customer a list of
renewals every 3 months. Once this list has been received, the customer has
twenty (20) days to inform Prenax of any subscriptions they do not wish to
renew. If no instruction is received by Prenax, all of the subscriptions listed
will be renewed. There are three other options for customers: 1) All renewals
will be cancelled after 20 days if no response has been received by Prenax; 2)
All subscriptions will be automatically renewed without alerting the customer,
and 3) the client can renew later than possible in the other options if they
create a client draw-down account.
11. Storage of information etc.
11.1. Prenax will handle the personal details supplied by the
customer at registration, will store this data and will create lists. This
information is supplied to the publishers and other partners (newspaper
distributors, for example) engaged by Prenax in order for Prenax to fulfil its
commitments to the customer to the best of its ability. Further, Prenax can use
the personal details for information mailing to the customer. Customers are
entitled to request to be informed of the personal details recorded about them.
If these details are incorrect, incomplete or not relevant, they will be
entitled to demand that they be corrected or deleted.
11.2. By supplying Prenax with personal details, the customer
also consents to these details being handled by Prenax in the manner stated
above.
12 Limitation of liability
12.1. Prenax is not liable for loss according to British or
foreign legislation, action taken by a British or foreign authority, acts of
war, strikes, blockades, boycotts, lockouts or other similar circumstance. This
exclusion in the case of a strike, boycott and lockout also applies if Prenax is
itself the object of or takes such industrial action.
If Prenax is prevented, due to one of the circumstances mentioned
above, from taking action in full or in part in accordance with these general
conditions, this action may be postponed until the obstacle to it has
ceased.
12.2. Prenax is not liable for loss
caused by a British or foreign newspaper publisher whose newspapers and
magazines Prenax supply or by others who supply equivalent services. The same
apples to a subcontractor engaged by Prenax with due care or indicated by the
customer.
12.3. Prenax is not liable for losses
which arise as a result of interrupted access to Prenax Online or for loss which
arises as a result of an interruption, fault or shortcoming in
telecommunications or other form of communication or communications equipment or
for another similar reason. Prenax is not liable for losses arising as a result
of a message not arriving or becoming corrupted or from manipulation by an
outsider to Prenax' website or arising from properties of the customer's own
data and communications equipment, software or internet subscription.
12.4. No compensation will by paid by Prenax for loss
which arises in other cases if Prenax has exercised normal care. In no cases
will Prenax be liable for indirect loss.
Notwithstanding the above, Prenax' liability for damages is
limited to the amount paid for the subscription for the last twelve (12) months
period for the subscription in question.
13. Duration of agreement and cancellation
This agreement is valid until further notice. Both
Prenax and the customer are entitled to cancel their cooperation at thirty (30)
days' notice after one party has sent the other notice of cancellation by
ordinary post or by e-mail. In the event of cessation of cooperation, the
parties shall immediately settle their obligations under this general agreement.
The agreement shall, however, remain in force, where applicable, until the
parties have fulfilled their obligations towards each other, and the right to a
refund, if any, will be governed by section 8 above.
Notwithstanding what has been said in the previous paragraph,
either party may cancel this agreement with immediate effect if the other party
has committed a material breach of the agreement. Each breach of the agreement,
which is not remedied as soon as possible despite a request to this effect, will
be regarded as a material breach.
14. Assignment
14.1. Customers are not entitled, without the written consent of
Prenax, to transfer wholly or in part their rights and obligations in accordance
with these terms and conditions to others.
14.2. Prenax shall be entitled to transfer all or certain rights and obligations in
accordance with these terms and conditions to others.
14.3. Prenax shall also be entitled to engage subcontractors to
fulfil its obligations in accordance with these terms and conditions.
15. Changes to Prenax' general terms and conditions
Changes to these provisions shall
take effect in relation to the customer from the thirtieth (30) calendar day
after Prenax has sent the customer by post or e-mail notification of the change.
If the changes are not acceptable to the customer, the latter is entitled to
cancel the agreement forthwith within the period mentioned. The agreement shall,
however, remain in force, where applicable, until the parties have fulfilled all
their undertakings towards each other, and the right to a refund, if any, will
be governed by section 8 above.
16. Disputes etc.
Disputes arising from the contract between Prenax and the
customer shall be resolved in accordance with English law and in an English
court of law.
© Prenax Ltd 2003. This agreement is protected under English Law.
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