Advanced Programme. Membership Agreement

This agreement, taken together with the Advanced programmes instructions & rules contains the complete terms & conditions that relate to an entity's or individuals participation in the Aphrohead Advanced publishers programme. This programme is currently limited to titles shipped to within the UK. Aphrohead may sell the titles supplied through any website, online presence or other channel it chooses. Through this agreement "we" refers to Aphrohead Ltd and "you" means the applicant. "Copy" refers to each copy of an individual title that will be supplied through the programme with "title" referring to the actual product that is supplied.

Application forms must be faxed or posted to the address stated before you will be enrolled onto the programme. We may reject your application at our sole discretion.

After account application, you will be contacted to enquire what titles you would like to include in the programme, which discount plan titles should be selected for and certain other information about the titles such as RRP and VAT. This may be all titles that you can supply or only a limited selection. We will request from you this data in csv format as detailed on the programme's instructions.

We will then send through an initial order via email which may or may not request copies of all the titles that you have selected for inclusion in the programme. Subsequently orders will be emailed weekly for the replenishment of these copies and any additional books that we may request that you have selected for the programme. All orders should be handled as detailed in the programmes instructions and rules, including but not limited to timely acceptance & confirmation of orders by return email.

Only the number of copies requested of each title requested should be supplied. In the event that titles not requested are supplied or the quantity of copies exceeds from that requested, these titles are treated as outside of this programme agreement and may be returned to you at your own cost with a handling fee. Titles delivered in these circumstances are deemed to have not been accepted by Aphrohead and no transfer of risk or loss will have taken place.

Deliveries must be made to the warehouse location stated on the order email and follow the guideline laid out in the programmes instructions & rules. All deliveries should be properly packaged, ensuring that books arrive in new condition. All orders must be sent carriage paid for domestic orders & CIF for overseas shipments. All applicable VAT, duties and all other charges must be paid by you. In the event of the above conditions not being met Aphrohead reserve the right to refuse the shipment and apply a handling fee for the costs of doing so or arrange to keep the shipment but charge a handling fee which covers our incurred costs.

Monthly reports will be emailed detailing the inventory that we are holding of copies of titles included in the programme. In the event of a dispute as to the quantity of titles or copies held by Aphrohead at a location this dispute must be lodged in writing no later than 30 days after the date of the previous inventory report. In the absence of a raised dispute it will be deemed that you have accepted the inventory count provided in our report for the monthly period as being correct.

We will decide at our discretion what prices we sell your titles for to our customers. You will have no claim, lien or security interest on the proceeds that we receive from the sale of your titles.

Any titles supplied that differ by way of condition as detailed in the programmes instructions & rules, ISBN or EAN number or which have not been ordered or the order quantity differs from the supplied quantity will not deemed to have been accepted by Aphrohead. Risk of loss will not transfer to Aphrohead in these circumstances and Aphrohead reserves the right to dispose or liquidate any titles supplied in this manner without any payment to you.

All titles will be deemed to have been accepted by Aphrohead once they appear in the inventory report which we supply. In the event of loss or damage to titles to your copies while stored by us on your behalf our risk will be limited to the price we agreed to pay you for such copies at the time of ordering of these copies under the programme.

When Aphrohead receives an order to purchase a title we will purchase this title from your programme inventory (expect if clause 21 applies). For each copy ordered from your programme inventory, we will pay you an amount equal to a percentage of the specified RRP price for the copy of the title that you specified at the time or programme application or in ongoing data exchanges. Aphrohead reserves the right to purchases copies of titles even when no customer order has yet been received. Aphrohead will make payments as outlined in the programmes instructions & rules. In the event that VAT is due to be charged to Aphrohead payments will not be made until we receive a valid invoice from you for the titles sold during the sales period.

In the event that we find there is insufficient demand for your titles, we may at anytime elect to return these titles to you at your cost. Unless you have a nominated shipper who can collect these titles, Aphrohead may at its own discretion select a carrier itself & bill you for the cost of returning these titles or deduct this amount from any payments due. Also, in the event of any customs duties, taxes or other charges being due you agree that you will be responsible for the payment of these charges.

If a customer returns a title to Aphrohead, this copy will pass into Aphrohead's company owned inventory. We reserve the right to supply any future orders from our company owned inventory before purchasing titles under the terms of the programme.

At the time of programme application we ask for your VAT number, you represent & warrant that the VAT number you have supplied to us is associated with the business that is taking part in the programme, that the details you have supplied on the application are correct & agree that should we require further information to validate the information provided that you will provide this upon request.

By partaking in the programme you represent to us that all information provided at the time of application or in further ongoing information exchanges is correct, you also agree that by partaking in the programme that it is your responsibility to ensure that all invoices submitted to Aphrohead have been correctly compiled including any applicable VAT that is due to be paid.

You release us and agree to indemnify, defend and hold harmless Aphrohead, it's affiliated Companies, and their respective directors, employees and agents any claim, damages, cost, loss, settlement or other liability (including any legal cost, fees or disbursements) arising from breach of any representation, term, condition or warranty contained in this agreement.

You agree that any information exchanged between Aphrohead & you during the course of the programme is confidential and you shall not pass any information to any third party, individual or company outside of the relationship as it pertains to the advanced publishers programme.

Participation in the programme means you represent & warrant to us that:

• You have valid legal titles to all titles supplied under the terms of the programme;
• That supply of titles under the terms of the programme does not breach any contract or any other applicable law or regulation;
• That titles supplied under the programme do not infringe and copyright or intellectual property rights of any third party;
• That all titles supplied under the programme are in new condition.

On occasion Aphrohead may amend or change this agreement or details contained in the programmes rules. These changes will be published to the Aphrohead.com website & take effect immediately. In the event of you not agreeing to any changes in the agreement you must terminate your membership immediately. Your continued participation in the programme signals your acceptance to these changes.

The term of this agreement will begin when you receive notice of your acceptance into the programme & will end when participation is terminated by either party. We may terminate this agreement at any time, with or without cause, by giving you written notice which may be effective immediately. You may terminate this agreement at any time by giving us at least 30 days notice in writing prior to the effective date of such termination. You accept that you will fulfill & dispatch any orders we send to you before the effective date of termination. Following the end of programme participation, Aphrohead will at its sole discretion have the option of either: a) returning all copies to you (subject to Clause 8) or b) buying remaining programme inventory at the price described in Clause 7.

Nothing in this agreement will create any joint venture, partnership, franchise, employment relationship between the parties. Aphrohead reserves the right to purchase copies of titles from elsewhere even if they are similar or identical to the titles you have included in the programme. This agreement does not create an exclusive agreement between you and Aphrohead. Additionally may purchase titles from you outside the remit of the programme for its Company owned inventory.

We will not be liable for any direct, indirect or consequential damages or any loss of profits or data arising in connection with this agreement or the programme.

You may not assign, by operation of law or otherwise, this agreement without our prior written consent. Subject to that restriction this agreement shall be binding on and be enforceable against both parties and their respective successors and assigns. In the event of our failure to enforce your strict performance of any provision of this agreement this will not constitute a waiver of our rights to enforce such provision subsequently. This agreement incorporates and you accept the terms of the agreement and further the programmes instructions & rules. This agreement will prevail in the event of any conflicts between other policies, guidelines, and other information as it pertains to participation in the programme. This agreement supersedes any prior written, oral or other understandings as it pertains to participation in the programme. This agreement only covers orders for titles purchased as part of the advanced programme.