Bookway Builder

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Customer Terms and Agreement

Welcome to our website. Bookway Builder and its associates provide their services to you subject to the following conditions.  If you continue to browse and use this website, you shall be deemed to making an affirmative statement of your acceptance of these terms and conditions. Please read them carefully.
 
The use of this website is subject to the following terms of use:
 
1.   Definitions
 
“Goods” means any goods (paper(less) stock) and/or services provided by us as ordered by the Client
“Company" or “us“  refers to the owner of the website (Bookway Builder).
“Client” or "you" means the person, firm or company placing an order with the Company.
"Threshold Amount" means the amount set by the client initially upon your registration with Bookway Builder, or as subsequently modified by you, which amount shall in no event be less than KSh2,000 ($25)
"Licensee" means any third party licensee, for example Amazon, or others that we may authorize to carry out the marketing, distribution and sale or other use of your Goods pursuant to the terms of this Agreement.
 
2.    Application
 
These terms and conditions apply to any provision of services or materials by the Company to the Client.
 
3.    Formation of Contract
 
All Goods sold by us are sold subject to the Company’s standard terms and conditions (as detailed below) which form part of the Client’s contract with the Company. Terms and conditions on the Client’s order form or other similar document shall not be binding on the Company.
 
4.    Quotations
 
The prices, quantities and delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make reasonable efforts to achieve.
 
5.    Orders
 
5.1   Orders will be deemed to have been placed when an email confirmation has been received from a responsible executive of the client company.
5.2   For email invitations, online fulfilment projects and direct marketing files (as provided by Bookway Builder) it is a requirement of the Company, that the email piece, online form or mail piece shall be approved by the company before an order can be confirmed and any data dispatched.
 
6.    Right to sub-contract
 
Unless otherwise agreed the Company shall be entitled to sub-contract all or any part of the work.
 
7.   Timetable
 
The Company will use its best endeavours to supply the services or materials within the quoted time (normally within five working days after posting or otherwise as agreed) but time will not be of the essence within the contract.
 
8.    Copyright
 
The Client acknowledges that the rights to the Goods are owned by the Company (however, subject to the prior agreement between the Client and the Company, all rights, title and interest in and to (a) Client's authorized content and artwork, (b) samples, (c) all copyrights and equivalent rights embodies therein, and (d) all materials furnished by you, belongs to the Client), and that the Goods are protected by Republic of Kenya copyright laws, international treaty provisions and all other applicable national laws.
 
9.    Risk of loss
 
The risk of loss or damage to the Goods shall pass to the Client upon delivery of the Goods.
 
10.   Pricing
 
Except where noted otherwise, the selling price displayed for products on our website represents the full retail price listed on the product itself, suggested by the author or publisher, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The selling price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. Please note that this policy applies only to products sold and auto-delievered by us. Your purchases from third-party sellers are charged at the time you place your order, and third-party sellers may follow different policies.
 
11.   Payments to you
 
11.1a.   For content sold through the Company's retail store we will pay you an amount equal to eighty per cent (80%) of the selling price from an actual customer or other licensed use of your authorized content less Sales Tax and Delivery Cost provided. Retail sales fees owed to the Company by any entity with whom the Company has entered into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included within the calculation set forth in this section 11.1(a). 
 
11.1b.   For content resold through our distribution partner network Licensees (including Amazon, and other partners) an additional 10 per cent (10%) is charged on the net wholesale price that we receive from Licensees for the sale or other licensed uses of your Goods net of Sales Tax.
 
11.1c.   In the event that the Company overpays royalties, such as in cases when fraudulent or unauthorized purchases are charged back to us after payments are made, then the Company will deduct the funds owed from monies payable to you hereunder. If the amount owed exceeds the Client's accrued monies, you agree to remit a payment back to the Company within 20 days of notification to adjust the overpayment.
 
11.1d.   In the event that the Company is presented with a claim of breach of copyright, failure to comply with any third party license requirement or other breach of any of your warranties hereunder, and in its reasonable business judgment is compelled to engage an attorney to respond to such claim, the Company shall - in its sole discretion - have the right to deduct from your Account to offset the costs of associated legal fees.
 
11.1e.   All accounting details will be available and updated daily in the Company's secure members' area. The Company will make payments to you (via electronic transfer) when the amounts credited to you exceed the Threshold Amount set by you initially upon your registration with Bookway Builder, or as subsequently modified by you. Payments will occur within 7 business days from the date that the Client's account balance exceeds the Threshold Amount.
 
11.1d.   The Company will maintain books and records which report the sale or other licensed uses of your Goods. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant ("CPA") to examine those books and records, as provided in this Section  11.1a  and  11.1b , only, but not if (s)he or his/her firm has begun an examination of our books and records for anyone else, unless the examination has been concluded and any applicable audit issues have been resolved. Such Certified Public Accountant will act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination will not be knowingly released, divulged or published to any person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. The Client's CPA may make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with GAAP procedures and regulations. The Client's CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during the Company's usual business hours, and at the place where we keep the books and records to be examined. If you wish to make an examination, the Client will be required to notify us at least thirty (30) days before the date when you plan to begin it. We may postpone the commencement of your examination by notice given to you not later than five (5) days before the commencement date specified in your notice; if we do so, the running of the time within which the examination may be made will be suspended during the postponement. If your examination has not been completed within one (1) month from the time you begin it, we may require you to terminate it on seven (7) days' notice to you at any time; we will not be required to permit you to continue the examination after the end of that seven (7) day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of the Goods. (i) If you have any objections to a statement, you will give us specific notice of that objection and your reasons for it within one (1) year after the date when we are required to send you that statement. Each statement will become conclusively binding on you at the end of that one (1) year period, and you will no longer have any right to make any other objections to it. You will not have the right to sue us in connection with any statement, or to sue us for Goods fees on sales and licenses during the period a statement covers, unless you commence the suit within that one (1) year period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to determination of the amount of the Goods fee due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any Goods fees found owing. Your recovery of any such royalties will be the sole remedy available to you by reason of any claim related to the Company's statements.
 
11.5e.   Bookway Builder will use its reasonable efforts to collect sales and other taxes owed on the sale of your Goods, and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of your Goods pursuant to this Agreement, and you hereby indemnify the Company for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by us.
 
11.2.   Payment to us 
 
11.2a.   New clients or other clients out of terms may be expected to pay in advance for their services.
11.2b.   All other invoices issued by the Company shall be paid by the Client within thirty (30) days of the date of invoice unless otherwise agreed in writing by the Company. In the event of late payment, the Company may charge interest on the amount outstanding before and after judgement at the rate of two (2) percent above the Base Rate of Kenya Commercial Bank in force from the due date until the date of payment. In addition, invoices unpaid for more than 60 days after the invoice date will incur a surcharge of either KSh3,000 or 3% of the outstanding amount, whichever sum is greater.
11.2c.   You are expressly agreeing that the Company are authorized to deduct any applicable tax and other charges you may incur in connection with your use of Bookway Builder's Services directly from your Account (monies which include your Goods fees) or charge such fees to any alternate payment method (such as a valid PayPal account, credit card or debit card, or any mobile transfer solutions ) you provided. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of our services. It is the Client's responsibility to notify the Company if your payment method has changed by making the appropriate changes in writing to us. If you do not provide a valid payment method your Services may be disconnected or interrupted.
11.2d.   If any amount of an invoice is disputed then the Client shall inform the Company of the grounds for such dispute within seven days of delivery of the goods and shall pay to the Company the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
11.2e.   The Company reserves the right to increase a quoted fee in the event that the client requests a variation to the work agreed. 
 
12.   Cancellation (refund policy)
 
In view of the nature of the service, any order once confirmed by the Company is not cancellable. Cancellation of the Order by the Client will only be accepted within 14 days from the purchase date, we will fully refund the cost of your order less any costs, charges and expenses already incurred, including any charges that will be levied by a sub-contractor on account of their expenses, work or cancellation conditions will be reimbursed to the Company forthwith. In case of tangible books, the return must be within 10 days of receipt and proof of purchase must be included. Always ensure that:
 
  • Any returned stock must be in new condition.
  • Any damaged stock will not be accepted for a refund.
  • All shipping costs are to be borne by the customer.
  • Any new stock sold at a discounted price due to “clearance of stock sale”, “special price sale” or “damaged stock sale“ is non-returnable returned in the original packaging
 
13.   Shipping and Delivery
 
13.1 The majority of services as supplied by the Company are dispatched electronically by email and shall be deemed as having been delivered when the email has been opened by the client.
13.2 The Company reserves the right to substitute conventional delivery methods without notice or penalty should electronic dispatch prove inconvenient; in which case delivery by the Company will be deemed to have taken place when the materials are handed to the custody of the Client at his premises or to a deputed messenger or courier when posted. The Company will be entitled to charge the Client for any expenses of delivery other than normal postage charges.
13.3 The Company accepts no responsibility for any loss of, damage to, late delivery or non-delivery of goods ordered from our web site. To the maximum extent permitted by law, you agree to release our carriers from any liability relating to loss of, damage to, late delivery or non-delivery of any goods you order from this website. In remote areas, especially in Kenya and the wider East Africa, delivery times for Express Parcel Services are in respect of delivery to the Post Office of the principal township in that area. Delivery to final destinations may take longer. If in doubt please check with your local Post Office.
 
 
14.   Notices
 
All written notices to be served on or given to the client shall be sent or delivered to the client’s principle place of business and shall be treated as having been given upon receipt. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
 
15.   Loss or damage of supplies
 
The Company will take all reasonable steps to ensure the protection from loss, damage or destruction of the services or materials it supplies to the Client (or which may be received from the Client).
 
16.   Usage of services and materials
 
Unless otherwise agreed in writing by the Company, the Client (and their clients) shall be entitled to use the services and materials provided as follows:
15.1   Only individuals authorized (after filling a form, with a valid email-address) may access our services. The Client shall not otherwise be entitled to store, or to pass on (whether to his/her client or other person) or make any other use of these services and materials.
15.2   The Client shall bear responsibility for ensuring that all usage of information contained within any service as provided by Bookway Builder and its associates is in accordance with, and does not contravene, any data protection or other laws, regulations or other trade customs and practices. The Company bears no liability for any omissions or faults in these respects.
 
17.   Confidentiality
 
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material without written permission by the other party. This provision shall not, however, apply to information or material which is, or becomes, public knowledge by means other than by breach by a party to this clause.
 
18.  Employment of personnel
 
Subject to the prior written consent of the Company the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of the Company directly associated with delivery of the Goods.
 
19.   Warranty
 
19.1 The Company warrants that it has the right to provide the Goods but otherwise the Goods are provided on an “as-is” basis without warranty of any kind, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for the purposes intended by the Client.
19.2 The Company warrants that the Goods will be supplied using reasonable care and skill. The Company does not warrant that the Goods supplied are error-free, accurate or complete. Though, the Company will be obliged to make minor editorial changes after publication.
19.3 Except prohibited by the law, collection, processing and the use of the Goods are guaranteed by both parties. Each party will comply with the law including but not limited to its obligations in respect of any personal data which it may supply to or receive from the other party.
19.4 The Client acknowledges that the Company is required to uphold at all times, in letter and in spirit, the Kenya codes of advertising and sales promotion.     
     
20.   Limitation of liabilities   
 
20.1 The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of the Company shall in any event be limited to the licence fees paid by the Client in the year in which the event of default arises.
20.2 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
20.3 The Client shall fully indemnify the Company against any liability to third parties arising out of the Client’s use of the Goods.
 
21.   Right to Withdraw Material
 
You have the right, at any time during the Term, to withdraw your permission for the sale or other uses of your Goods upon written notice to us ("Withdrawal"). Within 5 business days following our receipt of your notice of Withdrawal, we will advise our network partners Licensees that they are no longer authorized to offer the sale or other use of Goods. Sending of your notice of Withdrawal will not limit your responsibility for sales and other uses of Goods that occurred prior to the implementation of such Withdrawal and will not limit in any way the rights of end users who have acquired your Goods. The Company is not responsible for, and has no liability for, any delays of our Licensees in removing your Goods.
 
22.   Force majeure
 
The Company will not be liable to the Client for any loss or damage suffered by the Client as a direct result of the Company, its sub-contractors or the list-owner from whom the sample or other service or material is derived being unable to perform the Contract in the way agreed by reason of cause beyond its control including act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, or any other unexpected or exceptional cause or circumstance.
 

Questions: If you have any questions regarding our terms of service, privacy policy, or other policy related material; please contact us.