Terms and Conditions of Use

The use of the online services provided by Qataloog, a Nigerian Company is governed by the terms and conditions set out below ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement

In this Service Agreement ("Agreement"), "You" and "Your" shall refer to Yourself as the user and Your agents, including each person listed in Your account information as being associated with Your account, while "we", "us" and "our" refer collectively to Qataloog. This Agreement explains the mutual obligations between You and Qataloog based upon Your usage of services through Qataloog. You agree to establish an account with us and to be bound by the terms of this Agreement for transactions entered into by You or on Your behalf by anyone acting as Your agent. You also agree to be bound by the terms of this Agreement for transactions entered into by anyone who uses Your account with Qataloog, whether or not the transactions were on Your behalf and whether or not the transactions were with Your permission. You agree that Qataloog’s acceptance of any registration, application and/or transaction request made by You for services or products provided by Qataloog will occur in Nigeria.

1. DEFINITIONS

In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:

Indemnified has the meaning given in Intellectual Property Rights means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, designs and plant breeder rights, whether or not such rights are registered or able to be registered.

OWNERSHIP

All rights (including without limitation, copyrights, trademarks, patents and trade secrets) in the Services and the content contained therein, other than Your Content, (“Qataloog Content”) are and will remain the sole and exclusive property of Qataloog and/or its licensors. No title to or ownership of any portion of the Services, the Qataloog Content or any other products or services manufactured, sold and/or distributed or otherwise made available by Qataloog, or any proprietary rights related to those products/services, is or will be transferred pursuant to or by virtue of this agreement. Qataloog hereby grants you a limited, non-exclusive, nonsublicensable, revocable license to display and reproduce the Qataloog Content (other than software code) solely for your personal use in connection with using the Services in accordance with these Terms of Service.

As consideration for the services and products ("services") You purchase from Qataloog, You agree to pay Qataloog the applicable fees set forth on our web site at the time of Your purchase, or, if applicable, upon receipt of Your invoice from Qataloog. You agree to pay Qataloog at the time service is provided. You agree that all payments of fees for Qataloog services shall be made in Nigerian Naira or United States Dollars, Euro, British Pounds or as stated on the website. You agree that any payments sent in currency other these will not be returned to You (forfeited). You further agree to pay all fees by providing a valid credit card, PayPal, or Bank Deposit/Transfer, or any other payment methods, account information, for immediate charge by Qataloog, or by immediately mailing a valid cheque to the address stated on our web site, or by wire transfer, Bank Deposit or any other means specified on our web site at the time of Your purchase. You agree that all fees are due immediately and are non-refundable, except as otherwise expressly stated in this Agreement. You acknowledge that You have the option to "pre-pay" for Qataloog’ services, by depositing funds using one of the payment methods described herein, for use as account credit in the purchase of Qataloog’ services. You agree that any and all account credits and/or "pre-payments" shall be non-refundable and shall not be redeemed for cash, except as otherwise expressly stated in this Agreement. If for any reason Qataloog is unable to charge Your credit card, debit Your PayPal or process your bank wire or draw from Your account credit, for the full amount You owe to Qataloog for the services provided by Qataloog, You agree that Qataloog may pursue any and all available remedies in order to enforce payment, including, but not limited to, immediate cancellation without notice to You of any service provided by Qataloog to You. You understand and agree that if Your payment by wire transfer is below the minimum amount for a service charge or purchase of product and services set forth on our web site – Qataloog will charge You a processing fee, which as deemed fit. You agree that Qataloog reserves the right to charge You, by charging to the credit card, Bank Transfer/Deposit or web-based payment service account You have on file with Qataloog or by sending You an invoice, additional service fees for administrative services above and beyond the scope of customer service issues ordinarily and reasonably handled by email, or for handling disputes that require legal services. You understand and agree that Qataloog has no obligation to commence services to You until we receive and successfully process Your payment.

User, publisher or vendor
Means someone using Qataloog.com

In these conditions of supply:
"Carrier’“. means Qataloog shipping agents;
"Company": means Qataloog (Skymeasures Limited);
Customer': is a person contracting with the Company for the supply of the Goods by the Company as agent for a Publisher under a contract for the purchase of the Goods and contracting with the Carrier for the delivery of the Goods
"Goods": means books, printed sheets, printed cards, periodicals, cassettes, magnetic tapes, computer tapes, records, videos, discs, selling aids and all other items which the Publisher offers for sale;
"Publication Date": is that date in respect of any of the Goods which is shown on the Company Invoice or despatch documentation or which the Publisher otherwise indicates as the first day they may be sold to the general public;
"Publisher": is the publisher of the Goods from whom the Customer is purchasing the Goods.

1. USING THE SERVICES

Some Services may allow you to:

By submitting Your Content to the Services, you hereby grant Qataloog a worldwide, royalty-free, non-exclusive, sublicenseable and transferable license to use, distribute, reproduce, prepare derivative works of, perform and display Your Content in connection with the Services and Qataloog’s business, including without limitation for promoting the Services, in all media now known or hereafter devised through any media channels. You acknowledge that use of the Services is for your personal use only.

Except as expressly permitted herein, you shall not:

And/Or upload, post or otherwise distribute or facilitate distribution of any content that:

We generally do not pre-screen, monitor or edit the content posted by users of the Services. However, we have the right at our sole discretion to remove any content that, in our judgment, does not comply with the foregoing or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content.
You are responsible for all activity that occurs under your account and you are solely responsible for maintaining the confidentiality of your access codes and account information. You must notify us immediately if you become aware of any unauthorized use of your access codes or account information.

 

2. AGENCY AND DELIVERY

The Customer acknowledges that the Company is acting as agent for the Publisher. The Customer further acknowledges that the Company is acting as collection agent for the Carrier. Goods will at the Customer's request be delivered either to the delivery address or to the Customer's carrier’s/ consolidator's address as these are shown on the Company Invoice and, if none is shown, to the person to whom the invoice is addressed / despatched. Alternatively, the Customer may arrange for the collection of the Goods directly from the Company. Any delivery dates are given as estimates only and in no circumstances shall the Company or the Carrier be liable for late delivery beyond such dates. Neither the Company nor the Carrier is obliged to provide loading or unloading facilities on delivery.

3. PUBLICATION DATES; COPYRIGHT; RE-SALE RESTRICTION

a: Goods must not be sold to the general public before the Publication Date without the Publisher’s prior agreement in writing. Goods may be subject to copyright protection as stated thereon.
b: It is a condition of supply that all territorial restrictions are adhered to and that no Goods are exported to other territories without prior notification of Qataloog.
The Customer undertakes not to sell to any third party which is exporting restricted Goods outside the territorial region. The Customer agrees to cooperate with the Company in reporting and investigating any violations of territorial restrictions. The Company may use global unit tracking technology to enforce this restriction.

4. RETURNS

Goods delivered in good conditions are not returnable. The Company reserves the right to use global tracking technology to verify the Customer and the sale of the Goods. Only authorised returns in saleable condition will be credited to the Customer. Unauthorised returns will not be credited to the Customer but may be sent back to the Customer or pulped, in each case at the Customer's expense

5. PRICES                                                                                

The Customer acknowledges that the Publisher and/or the Company andlor the Carrier may change prices without notice before or after Goods are invoiced. The delivery charge shall be the price stated on the invoice at any given time. Any delivery charges collected on behalf of the Carrier will be shown separately on any invoice. VAT will not apply unless required by law. Any special request by the Customer for Goods to be delivered by any means other than the Carrier (for example remainders or other discounted deals where prices exclude packing or delivery) shall be subject to an additional charge to cover the cost, plus VAT. The Company reserves the right to levy small order surcharges, reduce discount entitlements or reduce orders which are below the Company’s minimum quantity and/or value in force at the time the Company receives the order.

6. COMMISSIONS


Qataloog shall keep 35% of each sale transaction for physical books, 40% of each sale transaction for ebooks and journals and 30% of the shipping cost invoice.

7. DISCOUNTS
All catalogue title listing shall come with a default 25% discount. The price that the publishers list shall be further discounted by 25% used for promotional sales and marketing for each listing.

8. PAYMENT

a: Payment is due to the Company as agent for the Publisher and the Carrier and shall be made in accordance with the payment terms set out on the Company Invoice. Any extension of time to pay shall not be effective unless agreed to in writing by the Company. Amounts may not be withheld or delayed by the Customer for unauthorised returns or otherwise without the written agreement of the Company.
b: The Company reserves the right to charge statutory interest and collection costs in accordance with the Late Payment of Commercial Debts legislation on all overdue payments enforceable in Nigeria, the United States, the United Kingdom and in European Member States. For those countries excluded from such legislation collection costs and interest at the rate of 18% per annum above the Central Bank of Nigeria’s base rate from time to time in force will be payable by the Customer from the date payment is due until the date payment is received.
All costs incurred in recovering overdue debts including, without limitation, legal expenses will be payable by the Customer.
d: The Company may terminate this Agreement and/or withhold further supplies in the event of amounts payable being overdue, breach of any of these Terms and Conditions of Supply or any other reason which at the discretion of the Company warrants such actions.

9. PROPERTY AND RlSK


a: Title to any Goods supplied at any time to the Customer by the Company or the Publisher shall not pass to the Customer, notwithstanding delivery of any Goods by the Carrier on the Customer's behalf (or any documents representing the Goods), until payment in full for any and all such Goods supplied and all other amounts on any account whatsoever due from the Customer to the Company or to the Publisher has been made in full by the Customer.
b: Until the passing of property under clause 9a: above, the Customer shall be the bailee of the Goods for the Company and the Publisher and:
shall keep the Goods in its possession and control,
intact and in good condition;
II. pending the passing of property in the Goods under clause 9a: above, the Customer shall not dispose of, charge or incumber any of the Goods or purport to do so except that the Company licenses the Customer to dispose of the Goods on arm's length terms in the ordinary course of business.
C: The Company or the Publisher shall be entitled at any time before the passing of property in the Goods under clause 9a: above to enter upon the Customer's premises or any other premises where the Goods are kept for the purpose of removing them.
d: The illegality or unenforceability of any part of clause 7 shall not affect the validity and enforceability of the remainder of clause 7 and if any part of clause 7 is held not to be valid but would be valid if part of the wording were deleted or modified then that provision shall apply with such modification as may be necessary to make it enforceable.
e: All Goods supplied by the Company are at the Customer’s risk from the time they are duly delivered to the relevant delivery address or, if the Customer is responsible for collecting the Goods, from the time they leave the Company’s premises. The Customer will be responsible for insuring the Goods while they are at its risk.

10. COMPANY’S LIABILITY


a: The Company shall be liable for death or personal injury resulting from negligence of the Company its servants or agents (but not independent contractors) while acting in the course of their employment by the Company or for breach by the Company of any undertakings as to title implied by the Supply of Goods and Services.
b: Neither the Company, nor the Publisher makes or gives any warranty, representation or undertaking as to the quality of the Goods, their correspondence with description or fitness of purpose, that the Goods are not defamatory, injurious, obscene, unlawful or in breach of copyright or in any other manner whatsoever.
c: Without prejudice to the foregoing provisions of this clause claims for any damage to or shortages in Goods delivered must be notified to the Carrier and the Company at the time of delivery (if the Goods are inspected by or on behalf of the Customer at the time of delivery) or, if the Goods are not so inspected, immediately upon inspection after delivery and in both cases confirmed to the Carrier and the Company in writing within 5 days of delivery. Written notice of all other claims must be given to the Company within 30 days of the invoice date and a copy of any claim must be sent to the Customer Services Department. On no account will claims be considered if notified outside these periods.
d: Subject to the foregoing provisions of this clause neither the Company nor the Publisher shall in any circumstances be liable to the Customer or any successor or assignee of the Customer in respect of any loss of whatsoever nature occurring to the Customer arising from the supply of Goods or from non-delivery, delayed delivery, damage to or loss of the Goods owing to any act or omission by the Carrier, the Company or the Publisher (including negligence) or any other cause not within the Company's or the Publisher's control including (without limitation) fire, flood, accident, strike, riot, lock-out, trade dispute, industrial action, terrorism, nuclear accident, war, insurrection, act or restraint of Government.

9. TERMINATION


We reserve the right, in our sole discretion, to terminate your access to all or part of the Services, with or without notice.
Upon termination, all rights granted to you in these Terms of Service will immediately cease.
To the extent that you have a subscription that extends beyond termination of these Terms of Service, unless such termination is due to your breach, the subscription shall remain in force for the period set forth in the subscription’s terms or subscription order.   
Any provision of these Terms of Service that expressly or by implication is intended to continue in force after termination or expiration of these Terms of Service will survive.

a: This Agreement shall terminate forthwith if an order is made for the bankruptcy of or an elective resolution is passed for the winding-up of the Customer or if the Customer being a Company is unable to pay its debts, or makes a composition with creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Customer.
b: The Company may terminate this Agreement on 1
month's written notice to the Customer at any time.
c: lf the Agreement between the Company and a Publisher is terminated for any reason or if a Resolution is passed for the winding-up of a Publisher or a Publisher is unable to pay its debts within the meaning aforesaid or makes a composition with creditors or a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of the whole or any part of the assets of a Publisher, the Company may terminate this Agreement forthwith or at any time thereafter in relation to the Goods supplied by that Publisher.
d: The termination of this Agreement shall not affect any rights or obligations of the parties hereto arising prior to such termination.

10. OVERSEAS CUSTOMERS

Goods supplied to overseas Customers are supplied FOB provided that to the extent that the FOB conditions conflict with the terms of this Agreement, the terms of this Agreement shall prevail. Delivery to the Customer's shipping Agent shall constitute delivery to the Customer for the purposes of these terms. Unless otherwise agreed by the Company in writing the Customer shall be responsible for all duties, levies, imports, taxes or other liabilities arising on the exportation of the Goods from the United Kingdom, the United States, Europe, Nigeria, etc and importation of the Goods overseas.

11. LAW

All contracts under these Terms shall be governed by and construed in accordance with the laws of Nigeria and all disputes shall be submitted to the non exclusive jurisdiction of the Nigerian Courts.


Qataloog (Skymeasures Limited), 1 Akin Osiyemi Street, Allen Avenue, Ikeja, Lagos – Nigeria. RC: 1446458 NG