Glassboxx Terms & Conditions

1. About us

1.1 Company details. Glassboxx Limited (company number 12243099 (we and us) is a company registered in England and Wales and our registered office is at Oxford House, 12-20 Oxford St, Newbury, Berkshire, RG141JB United Kingdom. Our VAT number is 334675192. We operate the website glassboxx.com.

1.2 Contacting us. To contact us telephone our customer service team at 01635581185 or e-mail glassboxxsupport@firstygroup.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to sign up for our services (‘Placing an Order’) through the completion of a sign-up form.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services as set out in clause 5.

3.5 If we cannot accept your order. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order.

4. Cancelling your order

4.1 You may cancel the Contract, if you notify us within 30 days of your receipt of the Order Confirmation.

4.2 You can also email us at glassboxxsupport@firstygroup.com. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.

5. Our Services (Vendor and Vendor +)

5.1 Vendor +. Our sign-up system is set up to provide you with the Vendor+ package by default, which means that we will be giving access to the digital content (eBooks and audiobooks) you provide to us (Digital Content) in an encrypted way to end-users via our mobile applications on iOS, Android and desktop (Glassboxx Application and Software). We will sell and distribute the Digital Content through our own channels as well as through links on the websites you indicate to us, all subject to these Terms. We may be able to brand the Glassboxx Application with your branding material at an additional cost, as set out in clause 8.3. The Branded App.

5.2 Vendor. You may choose to sell the Digital Content yourself, using your own eCommerce facilities, with distribution fulfilled via Glassboxx. In that event, you will own the relationship with the end-users. We will give you a limited, non-exclusive and non-transferable licence without right of sublicence during the term of the Contract to access and to use the Glassboxx Application and Software subject to these Terms.

5.3 Glassboxx Dashboard. We will give you a limited, non-exclusive and non-transferable licence without right of sublicence during the term of the Contract to access and use our Dashboard. The Dashboard will give you access to reports regarding the Digital Content that is sold and/or fulfilled through the Glassboxx Application and Software, whether Vendor or Vendor+.

5.4 Descriptions and illustrations. Any descriptions or illustrations of the Services that are available on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

5.5 Changes to the Services. We reserve the right to amend the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

5.6 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.7 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5.8 We:

(a) do not warrant that:

(i) your or your end-user’s use of the Software will be uninterrupted or error-free;

(ii) that the Services will meet your requirements;

(iii) the Software or the Services will be free from weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability; and

(iv) the Software or Services will comply with any laws, regulations, codes, guidance (from regulatory and advisory bodies (whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either you or your end-users relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.9 You shall defend, indemnify and hold us harmless from and against any and all third party claims for damages, losses, liabilities, fines, penalties, claims, costs and expenses (including reasonable legal fees) which directly relate to a claim, action, lawsuit or proceeding made or brought against us by a third party alleging the infringement or violation of a third party’s patent, trade secret, copyright or trademark by way of your use of the Services or by our use of your branding materials as set out in clause 5.1.

6. Your obligations

6.1 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;

(b) you co-operate with us in all matters relating to the Services;

(c) all content (including the Digital Content) provided by you and made available to end-users complies with all applicable laws and regulations and does not violate any third-party rights. You understand and acknowledge that you are solely responsible for any and all such content.

6.2 You:

(a) may not use the Services in any way not specified by us;

(b) are responsible for all activities and charges resulting from your use of the Services;

(d) where you choose the Vendor package, will, in the event of a breach of security, remain liable for any unauthorised use of the Services until you notify us by sending an e-mail with account information to glassboxxsales@firstygroup.com.

6.3 You shall not access, store, distribute or transmit any viruses, or any material through the Glassboxx Application that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence.

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property.

6.4 We reserve the right, without liability or prejudice to its other rights to you, to disable your or your end-user’s access to any material that breaches the provisions of this clause.

6.5 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or documentation (as applicable) in any form or media or by any means;

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(c) access all or any part of the Services and documentation in order to build a product or service which competes with the Services and/or the documentation;

(d) use the Services and/or documentation to provide services to third parties;

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or documentation available to any third party except the end-users;

(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation; or

(g) introduce or permit the introduction of, any virus into the our network and information systems.

6.6 Where you choose the Vendor package, you shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the documentation and, in the event of any such unauthorised access or use, promptly notify us.

6.7 The rights provided under this clause 6 are granted to you only, and shall not be considered granted to any of your subsidiary or holding company.

6.8 Notwithstanding clause 13, a breach by you of any of the provisions of this clause 6 shall entitle us to suspend the Services and/or terminate the Contract with immediate effect and without notice or right to a refund of any charges paid.

6.9 Digital Content.

(a) With reference to the Vendor+ package, you grant us a licence to use, distribute and sell your Digital Content through our Glassboxx Application and Software;

(b) Where you choose the Vendor package, you grant us a licence to upload and make available to end-users your Digital Content on our Glassboxx Application;

7. Support services

We shall use commercially reasonable endeavours to make the Services available with a Service uptime percentage of at least 99% during a service year, except for:

(a) planned maintenance;

(b) unscheduled maintenance;

(d) when we are identify a security hack directed at the Service, you or your end-users;

(e) in the event of internet-wide disruption; and

(f) when your and/or third-party equipment, software and technology fails.

8. Applicable charges and payment

8.1 For the Vendor package, your monthly costs will be based on a 20% flat commission on the sales of Digital Content you make via the use of the Software. A minimum fulfilment cost applies at a rate of £0.50 per title: this would come into effect on titles priced below £2.50 or given away as gratis. We will issue an invoice to you at the end of every month – or quarterly – stating the payable commission. All invoices in relation to this shall be paid in accordance with the remainder of this clause 8.

8.2 For the Vendor+ package, your monthly costs will be based on a 20% flat commission on the sales of Digital Content. A minimum fulfilment cost applies at a rate of £0.50 per title: this would come into effect on titles priced below £2.50 or given away as gratis. This commission will be calculated on the percentage of net receipts after applicable taxes, banking fees and other fees, including currency exchange rate fees, have been deducted. We will pay the commission fees to you through a self-billing system at the end of every month, to a bank account nominated by you.

8.3 Branded Apps, if you require us to brand the Glassboxx Application with your branding materials, we will charge you for these services separately. All invoices in relation to this shall be paid in accordance with clause 8.5 Any fees to be agreed in advance.

8.4 If you require us to provide integration, or any other developmental support, over and above the initial setup effort, we will charge you for these services separately. Such support includes, but is not limited to, ONIX and file ingestion/configuration, as well as host website integration. Should there be a requirement on us to access client-specific development areas, all provisions of clause 11 will apply. Any fees for provision of services to be agreed in advance.

8.5 Our charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the charges You shall pay each invoice submitted by us within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated by us. Time for payment shall be of the essence of the Contract. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9. Intellectual property rights

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any branding materials provided by you, as set out in clause 5.2) will be owned by us. Except as expressly stated herein, the Contract does not grant you any rights to, under or in, any patents, utility models, rights to inventions, copyright and related rights, database right, trade secrets, trade names and domain names, trade marks (whether registered or unregistered), goodwill, rights in design, rights in computer software (including object, source and HTML code), rights to preserve the confidentiality of information (including know-how), or any other rights or licences in respect of the Services.

10. How we may use your personal information

10.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process payments for the Services; and

(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

10.2 Further details of how we will process personal information are set out in glassboxx.com/privacy-policy/

11. Limitation of liability

11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

11.3 Subject to clause 11.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to [£1000].

11.4 Except as expressly and specifically provided in these Terms:

(a) you assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

(c) the Services are provided to you on an "as is", “where is” and “as available” basis. You acknowledge that we have not and do not warrant or guarantee the performance of the Services or any aspect or portion thereof;

(d) we shall not be liable for any defect, error, interruption, delay or attenuation of the Services caused by or resulting from any equipment used by you or your end-users;

(e) we shall in no event be liable for the content that is transmitted or made available by you or third parties to end-users through the use of the Services; and

(f) we shall not be liable for any damage, loss, liability or any other consequence that you may incur as a result of the disruptions detailed in clause 7.

11.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our End User Terms and Conditions.

11.7 This clause 11 will survive termination of the Contract.

12. Confidentiality

12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.

12.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by given written notice to the other party.

13.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14. Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

15. Communications between us

15.1 When we refer to "in writing" in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c) if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. Data Protection

We are committed to ensuring the security of your data when you use our Services. Please see our glassboxx.com/privacy-policy/ for more information about our data protection policies.

17. Assignment and transfer

17.1 We may assign or transfer our rights and obligations under the Contract to another entity.

17.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

18. Partnership

Nothing in this Contract shall be deemed to create any partnership, agency, joint venture or fiduciary relationship for any purpose.

19. Variation

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

20. Waiver

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

21. Severance

If any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

22. Third party rights

The Contract is between you and us. No other person has any rights to enforce any of its terms.

23. Governing law and jurisdiction

The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.