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Download Agreement

(1)      Introduction

This site is owned by James Darcy/October Road Limited.

Please read the download agreement carefully. 

You will be asked to expressly agree to the download agreement before you place an order for downloads on our website. 

By using our website and by agreeing to this download agreement, you confirm that you have read, understood and accept the download agreement in full.  If you disagree with the download agreement or any part of the download agreement, you must not place an order for downloads from our website.

By using our website and by agreeing to this download agreement, you warrant and represent that you are at least 18 years of age.  If you are under 18 you must not use this website, place an order for downloads or submit any personal data to us unless you have the consent of, and are supervised by, a parent or guardian.

(2)      Interpretation

In the download agreement, “we” means James Darcy/October Road Limited (and “us” and “our” will be construed accordingly); “you” means our customer or potential customer for downloads (and “your” will be construed accordingly); and “eBooks” means the eBooks that you purchase from our website.

(3)      Order process

The advertising of downloads on our website constitutes an “invitation to treat”; and your order for downloads constitutes a contractual offer.  The download agreement will not come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.

In order to enter into the download agreement, you will need to take the following steps: (i) you must add any downloads you wish to purchase to “Your Shopping Basket” and then proceed to the checkout; (ii) at this point you must confirm your order and your consent to the agreement; (iii) you will then be transferred to the PayPal website, and PayPal will handle your payment; (iv) we will send you an initial acknowledgement of your order by email; and (v) we will send you an email confirmation that the download agreement has come into force.

Please note that once your payment has been confirmed you will be advised of a download link, this link will remain active until you have downloaded the eBook no more than 3 times. Once you have downloaded the eBook 3 times the link will become inactive.  It is your responsibility to keep your downloaded eBook safe as you will be unable to download it again once the link has become inactive.

We will not file a copy of the download agreement specifically in relation to your order.  We may update the version of the download agreement on the website from time to time and we do not guarantee that the version you have agreed to will remain accessible.  We therefore recommend that you print and retain a copy of the download agreement for your records.

The only language in which we provide the download agreement is English.

Before you place your order, you will have the opportunity of identifying whether you have made any input errors by viewing “Your Shopping Basket”.  You may correct those input errors before placing your order by using the “Remove” button or the “up/down arrows” next to the quantity in “Your Shopping Basket”.

(4)      Downloads

Please see the “Bookstore” in the main menu for details of all our downloads.

(5)      Price and payment

Prices for downloads are quoted on our website.  The website contains a number of downloads and it is possible that some of the prices on the website may be incorrect.  We will verify prices as part of our sale procedures so that a download's correct price will be stated when you pay for the download.

Payment must be made upon the submission of your order.  We may withhold the downloads if the price is not received from you on time, in full, in cleared funds.

The prices on the website include all value added taxes (where applicable).

Payment for all downloads must be made by any method detailed on the website or PayPal's website from time to time.

Prices for downloads are liable to change at any time, but changes will not affect download agreements that have come into force.

If you are a business customer, then from time to time we may agree to open an account for you, enabling you to pay in arrears.  Where you hold an account, then upon or following the dispatch of downloads, we will send to you an invoice for payment of the price of those downloads, and you will pay such invoice within 7 days of the date of the invoice.  Accounts will be subject to such credit limits as we may notify to you from time to time.  If you do not pay any amount properly due to us under or in connection with the download agreement on time, we may: charge you interest on the overdue amount at the rate of 4% per year above the base rate of Lloyds TSB from time to time (which interest will accrue daily until the date of actual payment and be compounded quarterly); or claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

(6)      Your warranties

You warrant to us that:

(a)      you are legally capable of entering into binding contracts;

(b)      you have full authority, power and capacity to agree to the download agreement;

(c)      the information provided in your order is accurate and complete; and

(d)      you have access to the necessary computer systems, software and network connections to receive and enjoy the benefit of the downloads that you purchase.

(7)      Licence to use downloads

Subject to your payment of the applicable price and compliance with the terms of the download agreement, we grant to you a worldwide non-exclusive non-transferable licence to make any Permitted Use of any eBook; providing that you must not in any circumstances make any Prohibited Use of any eBook.

 The “Permitted Uses” are the following uses insofar as done for personal and non-commercial purposes:

(a)      downloading not more than 3 copies of each eBook for your sole non-commercial use only

(b)      storing and viewing a single copy of each eBook on a single desktop or notebook computer; and

(c)      storing and viewing a single copy of each eBook on a single eBook reader, PDA or similar electronic device;

The “Prohibited Uses” are:

(a)      the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any eBook or any part of any eBook in any format

(b)      the editing, printing, modification, adaptation or alteration of any eBook or any part of any eBook;

(c)      the use of any eBook or any part of any eBook in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

(d)      the use of any eBook or any part of any eBook to compete with us, whether directly or indirectly;

(e)      any commercial use of any eBook or any part of any eBook

All rights in the downloads not expressly granted in the download agreement are hereby reserved.

You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on any eBook.

The rights granted to you in the download agreement are personal to you, and you must not permit any third party to exercise these rights.

If you breach any of the terms of the download agreement, then the licence set out in this Section 7 will be automatically terminated upon such breach (whether or not we notify you of termination). 

You may terminate the licence set out in this Section 7 by deleting all copies of the  eBook(s) in your possession or control.

Upon the termination of the licence set out in this Section 7, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the eBook(s) in your possession or control and will permanently destroy any copies of the eBook(s) in your possession or control.

(8)      Consumer rights

Nothing in the download agreement affects any statutory rights you may have as a consumer.

If you are contracting as a consumer, you may cancel a download agreement at any time within 7 working days, beginning on the day after the download agreement comes into force, providing that you have not actually downloaded the download(s) purchased under the agreement during that period.

If you cancel a download agreement in accordance with this provision, you will receive a full refund of the price paid. Your notice of cancellation should be sent by email to info@octoberroad.co.uk or by post to October Road Limited, Lower Ground Floor, South Western House, Canute Road, Southampton, Hampshire SO14 3AL.

(9)      Limitation of warranties

The download agreement sets out the full extent of our obligations and liabilities in respect of the downloads supplied hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 12, all conditions, warranties or other terms concerning the downloads which might otherwise be implied into a download agreement are expressly excluded.

(10)    Refunds

In accordance with the terms of Section 8, if you cancel a download agreement and are entitled to a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase or alternatively by cheque. We will process the refund due to you as soon as possible and, in any event, within 30 days of the day we received your valid notice of cancellation.

(11)    Force majeure

In this Section and Section 12 below, “force majeure event” means:

(a)      any event which is beyond our reasonable control;

(b)      hacker attacks, or virus or other malicious software attacks or infections;

(c)      problems with the internet, part of the internet, or any third party internet service provider; and/or

(d)      power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.

Where a force majeure event gives rise to a failure or delay in us performing our obligations under the download agreement, those obligations will be suspended for the duration of the force majeure event.

(12)    Limitations and exclusions of liability

Nothing in the download agreement will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.  If you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the download agreement.

The limitations and exclusions of liability set out in this Section and elsewhere in the download agreement: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the download agreement or in relation to the subject matter of the download agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

We will not be liable to you in respect of any losses arising out of a force majeure event.

We will not be liable to you in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.  The limitations and exclusions of liability in this paragraph will apply whether or not the liability in question arises out of any reckless, deliberate, personal and/or repudiatory conduct or breach of contract.

We will not be liable to you in respect of any loss or corruption of any data, database or software.

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

You accept that we have an interest in limiting the personal liability of the author/s, our officers, directors, employees, agents, licensors, suppliers and any third party information providers to the website.  Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against the author/s, individual officers, directors or employees or our agents, licensors, suppliers and any third party information providers to the website in respect of any losses you suffer in connection with the website or this download agreement. 

(13)    Indemnity:  Business customers and Consumers

You hereby indemnify us, the author/s, our officers, directors, employees, agents, licensors, suppliers and any third party information providers to the website and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under the download agreement.

(14)    Download agreement termination

We may terminate a download agreement immediately by written notice to you if you fail to pay, on time and in full, any amount due to us under the download agreement, or if you commit any breach of your obligations to us under the download agreement.

If you are a business customer, the download agreement will automatically terminate if:

(a)      you cease to trade;

(b)      you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you

(c)      a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;

(d)      the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

(e)      any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).

(15)    Consequences of termination

Upon the termination of the download agreement:

(a)      we will cease to have any obligation to make available or deliver downloads which are undelivered at the date of termination;

(b)      subject to Section 8, you will not be entitled to any refund and will continue to have an obligation to pay for downloads; and

(c)      all the provisions of the download agreement (including without limitation the licence in Section 7) will cease to have effect, except that Sections 12, 13, 15 and 16 will survive termination and have effect indefinitely.

(16)    General terms

We will treat all your personal information that we collect in connection with your order in accordance with the terms of our privacy policy; use of our website will be subject to our website terms of use.

The download agreement may only be varied by an instrument in writing signed by both you and us.  We may revise the download agreement published on our website from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.

If any provision of the download agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.

No waiver of any provision of the download agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of the download agreement.

You may not transfer, assign, charge, sub-contract, sub-license or otherwise deal in any of your rights or obligations arising under the download agreement.   Any attempt by you to do so will be null and void.  We may transfer, assign, charge, sub-contract, sub-license or otherwise deal in any or all of our rights or obligations arising under the download agreement, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under the download agreement.

The download agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement of the download agreement is not subject to the consent of any person who is not a party to the download agreement.

Subject to the first paragraph of Section 12: the download agreement including our privacy policy, copyright notice, terms of use and eBook disclaimer contains the entire agreement and understanding of the parties in relation to the purchase of downloads from our website, and supersedes all previous agreements and understandings between the parties in relation to the purchase of downloads from our website; and each party acknowledges that no representations not expressly contained in the download agreement have been made by or on behalf of the other party in relation to the purchase of downloads from our website.

The download agreement will be governed by and construed in accordance with English law, and the courts of England and Wales will have non-exclusive jurisdiction to adjudicate any dispute arising under or in relation to the download agreement.

(17)    About us

The full name of our Company is October Road Limited. 

Our registered office address is:  Drove House, 14 Bakers Drove, Southampton, Hampshire SO16 8AD and

Our principal trading address is:  Lower Ground Floor, South Western House, Canute Road, Southampton, Hampshire SO14 3AL. 

Our company registration number is 7215187.

Our email address is info@octoberroad.co.uk