VLeBooks terms and conditions

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These terms of business (these terms), together with the documents referred to in them, set out all of the terms on which A.T. Little and Sons Limited, a company incorporated and registered in England and Wales with registration number 1607961 and whose registered office is at 5 Redcliff Road, Melton, East Yorkshire, HU14 3RS, trading as "Browns Books" (the Provider), provides its services to the Host Institution (as defined below) and each such operator is referred to in these terms as the Customer.

IMPORTANT: Provision of the Service requires the Provider to store and process the personal data of End Users on the Customer's behalf, including End Users who are minors. In line with regulatory guidance and data protection best practice, these terms therefore require the Customer to obtain parental consent for that processing in respect of minors under the age of 13. Full details of how the Provider processes personal data can be found in the Provider's privacy policy View Privacy Policy.

The Provider will only use those minors' personal data as necessary for the Service. In particular, it will never use those minors' personal data for marketing purposes and will never sell it to anybody else.

 

1. Definitions and interpretation

1.1 In these terms:

Access: means, in respect of an item of Digital Content, any of the acts of accessing, downloading, storing, viewing or reading that item of Digital Content which the relevant Content Licence and DRM permit;

Content Licence: means a licence to permit Access to an item of Digital Content to End Users, acquired by the Customer through the Service;

Contract: means the contract for provision by the Provider of the Service to the Customer, incorporating these terms;

Data Protection Laws: means:

(i) UK General Data Protection Regulation (UK GDPR)

(ii) any other laws of equivalent purpose or effect in the Territory;

Digital Content: means the digital content available to be licensed to the Customer by the Provider for Access by End Users in accordance with these terms;

DRM: means digital rights management technology designed to restrict what the End Users can do with the Digital Content;

End User: is defined as "a natural person who is a student, pupil or staff at a Host Institution operated by the Customer, and who is authorised by the Customer to Access items of Digital Content for his or her personal use";

Fees: means the Licence Fees payable by the Customer;

Host Institution: means any organisation, entity, or establishment that utilises the Platform, including but not limited to:

• Educational Establishments: such as schools or colleges and, where the context requires, any successor to that establishment (whether by way of conversion to academy or otherwise); and
• Corporate Entities: including companies, businesses, or professional organizations.

Initial Term: has the meaning given to it in clause 11;

Licence Fee: means the fee payable by the Customer for each Content Licence which it acquires through the Service;

Licence Scope: means, in respect of a Content Licence, the scope and limitations of that Content Licence as set out in the Service and/or the Provider's invoice, including (by way of example) limitations as to term, borrow count or End User concurrency;

Publisher: means the publisher or copyright holder (as the case may be) of an item of Digital Content;

Renewal Term: has the meaning given to it in clause 11;

Service: means the "VLeBooks" content licensing and fulfilment platform operated by the Provider;

Technical Support: means the technical support services described in clause 6;

Term: means the Initial Term and each successive Renewal Term, taken together;

Termination: means expiry of the Contract or termination of the Contract, for any reason;

Territory: means the country where the Customer has its principal establishment or, if different, where the relevant establishment operated by the Customer has its principal establishment; provided that, for the purposes of student access, the Territory shall be deemed to include any location from which an authorised student accesses the services.

Third-Party Reseller: means an intermediary that markets, sells and manages the financial transactions for products such as eBooks on behalf of the Provider.
 

2. The Service

2.1 The Provider shall provide and operate the Service with due care and diligence, and in accordance with generally accepted industry standards, and shall use commercially reasonable efforts to maintain the availability of the Service throughout the Term. The Customer acknowledges that the Service may be subject to periodic interruptions, including for scheduled maintenance, updates, or circumstances beyond the Provider’s reasonable control. In the event of any unavailability, malfunction, or degradation in performance of the Service, the Provider shall use commercially reasonable efforts to restore normal service as soon as practicable. The Customer’s primary remedy in respect of such issues shall be the provision of Technical Support in accordance with this Agreement.

2.2 The Provider hereby grants to the Customer:

2.2.1 the right to access, log in to and use the Service for the purpose of acquiring Content Licences and otherwise managing its account with the Provider; and

2.2.2 the right to permit End Users, regardless of their geographic location, to access, log in to and use the Service worldwide for the purpose of accessing items of Digital Content for which the Customer has a current Content Licence and within the applicable Licence Scope, in each case in accordance with these terms.

2.3 The Provider may make changes to the Service from time to time during the Term:

2.3.1 to reflect changes or advances in technology or best practice, including (without limitation) changes or advances in DRM;

2.3.2 if required in order to comply with applicable laws or the requirements of a Publisher; or

2.3.3 which do not materially affect the nature or quality of the Services.

2.4 As between the Customer and the Provider, the Customer is responsible for obtaining and operating all of the equipment, software and network connections necessary to access and use the Service, and the Provider has no liability in respect of any failure or incompatibility in any Customer or End User equipment or network connections, including but not limited to End Users' reading devices.

 

3. Digital Content

3.1 During the Term, the Customer can use the Service to procure Content Licences. The Customer acknowledges that the selection of Digital Content for which Content Licences are available, and the Licence Scope which may be offered with such Content Licences, is subject to commercial availability and Publisher requirements and may vary.

3.2 For each Content Licence, subject to payment by the Customer of the relevant Licence Fee, the Provider grants to the Customer a non-exclusive, royalty free licence to offer and sub-license for Access the relevant item of Digital Content to End Users:

3.2.1 Worldwide, including outside the Territory; and

3.2.2 within the applicable Licence Scope.

3.3 Other than as set out in this clause 3, neither the Customer nor any End User will have any right to reproduce, distribute or modify any item of Digital Content (or any part of it), nor to copy or create any derivative work from any item of Digital Content (or any part of it), except to the extent expressly permitted by applicable laws without the possibility of contractual waiver.

3.4 The Provider reserves the right immediately to remove a particular piece of Digital Content from the Service in response to:

3.4.1 a court order;

3.4.2 legal advice;

3.4.3 a request by a government authority;

3.4.4 a claim or request by a third party alleging infringement of that third party's rights in that Digital Content; or

3.4.5 the Publisher's request,

in which case that Digital Content will no longer be available through the Service, and where the Customer has a current Content Licence for that Digital Content the corresponding Content Licence will terminate and the Provider will credit the Customer's account with a pro rata amount reflecting the unused portion of the relevant Licence Fee.

3.5 The Customer acknowledges that the Provider is the provider of the Service, not the Publisher of the Digital Content, and the Provider has no control over the substance of the Digital Content itself, nor over the particular selection of Digital Content for which the Customer chooses to acquire Content Licences. Therefore, the Provider makes no representation and gives no warranty as to the quality of the Digital Content or its fitness or suitability for any particular purpose, all of which is for the Customer to assess (for example, by reference to reviews, recommendations or other external guidance). In particular, the Customer is solely responsible for selecting Digital Content which is appropriate to the End Users' needs and vulnerabilities, having regard to all relevant factors including (without limitation) the End Users' age, their best interests, and the Customer's legal safeguarding obligations.

 

4. Access by End Users

4.1 The Customer may permit End Users, regardless of their geographic location, to access, via the Service worldwide (including from outside the Territory) and within the applicable Licence Scope, Digital Content for which the Customer has procured a Content Licence, and the Provider will provide such access through the Service and in accordance with clause 2, either by way of the online reader provided in the Service or by way of DRM-protected download to the End User’s device (as the End User may request and the applicable Licence Scope and these terms may permit).

4.2 As a condition of such Access, the Customer will procure that each End User and each of its officers, employees and other staff who have access to the Service:

4.2.1 keeps their respective access credentials for the Service secure and does not share them with any other person;

4.2.2 does not damage the Service or gain unauthorised access to it or to any Digital Content, and makes no attempt to do any of those things; and

4.2.3 does not (and makes no attempt to) circumvent any of the DRM or other security measures in the Service or any item of Digital Content,

and the Customer will be liable for each act and omission of each such person in respect of the Service and/or the Digital Content as if it were the act or omission of the Customer itself.

4.3 The Provider may (without prejudice to its other rights) suspend any End User's ability to Access Digital Content if it reasonably believes that End User to be engaging in any of the activities contemplated by clause 4.2.

 

5. Fees

5.1 Where the Service or Content Licences are purchased directly from the Provider, the Provider will invoice the Customer as follows. Where purchased via a Third-Party Reseller, invoicing and payment shall be subject to the terms agreed between the Customer and that Reseller:

5.1.1 for each Licence Fee, in arrears following the Customer's acquisition of the relevant Content Licence,

and the Customer will pay each such invoice in full and without deduction or set-off within 30 days of its date of issue. All invoiced amounts are exclusive of VAT and must be paid in pounds sterling. The Provider will add VAT to its invoices at the applicable rate, and the Customer will pay such VAT together with the invoiced amount. The Provider will be entitled to charge late payment interest on any payments or invoices which are due but not paid at a rate of 4 per cent per annum above the Bank of England's official dealing rate from the date on which the invoice became overdue until the date of payment (whether before or after judgment).

 

6. Technical Support

6.1 The Customer is responsible for providing first-line technical support to End Users. The Provider will provide second and third-line Technical Support to the Customer to assist it in supporting End Users as follows:

• Standard Support: For general inquiries and non-critical issues, the Provider will use reasonable efforts to correct or provide a workaround for problems with the Service or Access to Digital Content. This support is provided on weekdays (Monday–Friday, excluding UK public holidays) via email and telephone between 8:30 am and 5:00 pm (UK time). The Provider aims to respond to issues within 4 business hours. 
• Major Incidents: Notwithstanding the standard support hours, the Provider will provide 24/7 technical monitoring and response for Major Incidents. A "Major Incident" is defined as a total loss of access to the Service for all End Users or a critical failure of the Platform’s core infrastructure. In such events, the Provider will work continuously until the Service is restored or a temporary workaround is implemented.

6.2 If an item of Digital Content should be faulty, and the Provider has been unable to correct the fault within a reasonable time through Technical Support, the Provider will cancel the applicable Content Licence and refund to the Customer the applicable Licence Fee for that Digital Content (or, if the relevant Digital Content has previously worked correctly, a pro rata amount reflecting the unused portion of the Licence Fee).

 

7. Customer warranties

7.1 The Customer represents and warrants that:

7.1.1 it has full power, authority and capacity to enter into and perform all of its obligations under these terms;

7.1.2 it will not permit or condone any unlicensed use or misappropriation of the Digital Content on the part of any End User or any other third party;

7.1.3 it will immediately notify the Provider of, and take all reasonable steps to reduce or prevent, any unauthorised or improper use of the Digital Content by End Users or any third party; and

7.1.4 it will not give any guarantee or make any promise about the Digital Content beyond those which it receives from the Provider under these terms.

 

8. The Provider's liability

8.1 This clause sets out the Provider's entire liability to the Customer arising out of or in connection with these terms or the transactions or services contemplated by them.

8.2 Except as expressly stated in these terms, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

8.3 Nothing in these terms will exclude or limit the Provider's liability for:

8.3.1 death or personal injury caused by its own negligence;

8.3.2 fraud; or

8.3.3 fraudulent misrepresentation.

8.4 The Provider will not be liable for any:

8.4.1 loss or damage arising out of any:

(a) failure to perform its obligations under these terms which is wholly or mainly caused by an event beyond its reasonable ability to control;

(b) failure, or circumvention by a third party, of any DRM;

(c) security failure or data breach suffered by the Customer or any End User;

8.4.2 loss of revenue, loss of profits, account of profits, loss of opportunity, loss of contract, loss of anticipated savings, loss of reputation or goodwill, loss of data, increased costs or replacement costs; or

8.4.3 any indirect or consequential loss.

8.5 The Provider will otherwise be liable to the Customer for the Customer's direct losses resulting from the Provider's material breach of these terms, provided that the Provider's total liability will not in aggregate exceed the lesser of £10,000 or 125% of the Fees received by the Provider in the 12 months prior to the event (or the last in the sequence of events) giving rise to such liability.

 

9. Confidentiality

9.1 The online help and documentation of the Service, the pricing information for Digital Content accessible through the Service (including any discount which the Provider may agree) and the credentials provided by the Provider for access to the Service are confidential to the Provider and the Customer will not, and will procure that none of its officers, employees, contractors, staff or End Users will, disclose them to any third party.

 

10. Data Protection

10.1 Terms defined in the UK GDPR have the same meanings when used in this clause 10.

10.2 Each party will comply with the Data Protection Laws applicable to it in connection with these terms.

10.3 Where the Provider, or a subcontractor of the Provider, processes personal data (as data processor) on behalf of the Customer (as data controller) in connection with the Service:

10.3.1 the Provider will, or will ensure that its subcontractor will:

(a) take appropriate technical and organisational measures to protect those data against unauthorised or unlawful processing and accidental loss, destruction or damage;

(b) ensure that, having regard to the state of technological development and their cost of implementation, those measures ensure a level of security appropriate to (1) the harm that might result from such processing, loss, destruction or damage; and (2) the nature of the data;

(c) not process those data, and in particular (but without limitation) not disclose them to any person (other than a permitted subcontractor) or transfer them outside the UK or European Economic Area, except on the instructions of the Customer or as required by law or regulation; and

(d) promptly inform the Customer if it receives a request or notice from a data subject seeking to exercising his or her rights under the Data Protection Laws in respect of those data, and (at the Customer's cost) comply with the Customer's reasonable instructions with respect to that request or notice;

10.3.2 the Customer:

(a) instructs the Provider to take such steps in the processing of personal data on its behalf as the Provider reasonably considers necessary to the exercise of its rights and the performance of its obligations under these terms; and

(b) irrevocably authorises the Provider to give equivalent instructions to any subcontractor on its behalf ; and

10.3.3 the Provider will ensure that any subcontractor to which it delegates the processing of personal data on behalf of the Customer is bound by a written agreement imposing on the subcontractor obligations equivalent to those set out in clause 10.3.1.

10.4 The Provider will (whether as data controller or data processor) process the personal data of End Users in accordance with its privacy policy View privacy policy. Where the End User is under the age of 13, the Customer warrants they have a valid legal basis under Data Protection Laws to process End User data and have provided necessary transparency notices to parents/guardians.
 

11. Term and termination

11.1 The Contract will have effect for an initial period of 12 months (the Initial Term) and will renew for successive 12 month periods (each, a Renewal Term) unless either party provides to the other no less than 90 days prior to the expiry of the Initial Term or the then-current Renewal Term (as the case may be) written notice of its intention not to renew, in which case it will terminate at the end of such Initial Term or Renewal Term (as the case may be).

11.2 Either party may terminate the Contract by notice to the other if:

11.2.1 the other party commits any material breach of these terms and, if the breach is capable of remedy, has not remedied it within 30 days of being notified of it; or

11.2.2 the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

 

12. Reorganisation or merger of Host Institution

12.1 Where a relevant Host Institution undergoes a merger or reorganisation, such that the identity of the Customer for licensing purposes changes, the Provider will use reasonable endeavours (but at no cost to the Provider beyond its internal administration costs) to transfer or novate to the replacement Customer any Content Licences which, as of the effective date of such merger or reorganisation, will have time left to run and/or unused borrow count (as the case may be, depending on the applicable Licence Scope), such that the replacement Customer, upon entry into and subject always to its compliance with these terms, is licensed to continue to provide Access to the relevant Digital Content to the relevant End Users. The Customer acknowledges that such transfers or novations are dependent on the cooperation of both the replacement Customer and the relevant Publishers, and that the Provider cannot guarantee the right of any replacement Customer to provide such Access. In particular, such transfers or novations may not be possible where the relevant Publisher no longer offers the relevant Digital Content.

 

13. General

13.1 The Provider may subcontract the performance of any of its obligations under these terms, but the Provider will remain liable to the Customer for the acts and omissions of its subcontractors as if they were the acts and omissions of the Provider. Otherwise, neither party may subcontract, assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under these terms without the prior written consent of the other, which it will not unreasonably withhold or delay.

13.2 These terms constitute the entire agreement between the parties in relation to the Contract and supersede all previous agreements, understandings, negotiations, statements and discussions, whether written or oral, relating to it. These terms may not be amended, varied or supplemented other than by agreement in writing signed on behalf of both parties by their respective authorised representatives.

13.3 Any notice to be given to a party under these terms will be sent by email or given in writing in English and left at or sent by first-class registered post to the address of the other shown in the Contract (or if no such address is shown, to its registered office or usual place of business), or such other address as the party concerned will from time to time designate by notice pursuant to this clause. This clause 13.3 does not apply to service of proceedings or any pre-action letters or communications.

13.4 The relationship between the parties established by these terms is that of independent parties and nothing contained in these terms will create a partnership, joint venture or other joint undertaking, nor will anything contained in these terms create the relationship of principal and agent between the parties. Without limiting the generality of the foregoing, each party acknowledges and agrees that it will have no right or authority to bind or to make any representation or warranty on behalf of the other party.

13.5 A waiver of any term or breach of these terms will only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

13.6 These terms, the Contract and all non-contractual obligations arising out of or in connection with them are governed by English law and subject to the exclusive jurisdiction of the English courts.

13.7 Export Control and Sanctions: Notwithstanding the definition of Territory, the Customer acknowledges that the Service and Digital Content may be subject to export control and sanctions laws. The Customer shall ensure that the Service is not accessed by any End User located in a country or territory that is subject to comprehensive government sanctions or embargoes (including but not limited to those imposed by the UK, UN, or EU) without the necessary authorisation.

13.8 Artificial Intelligence and Data Scraping Prohibition: The Customer acknowledges and agrees, and shall procure that all End Users agree, that they shall not (and shall not permit any third party to):

13.8.1 use any item of Digital Content, in whole or in part, for the purpose of training, developing, or improving any machine learning or artificial intelligence algorithms, including but not limited to Large Language Models (LLMs) or generative AI systems;

13.8.2 use any "robot," "spider," "scraper," "crawler," or other automated device, program, or methodology to access, acquire, copy, or monitor any portion of the Digital Content or the Service; and

13.8.3 bypass or circumvent any technological measures or "robot.txt" files implemented by the Provider or Publishers to prevent such automated data extraction. Any breach of this clause shall be deemed a material breach of the Contract not capable of remedy for the purposes of clause 11.2.1.

13.9 Accessibility and Inclusion:

13.9.1 The Provider is committed to digital inclusion and shall use reasonable endeavours to ensure that the Service (the Platform interface and controls) conforms to generally accepted accessibility standards.

13.9.2 The Customer acknowledges that the Digital Content itself is provided by third-party Publishers. While the Service provides tools to assist with accessibility (such as font adjustment or text-to-speech where permitted), the Provider does not warrant that the substance or formatting of any specific item of Digital Content is fully accessible or meets any particular accessibility standard.

13.9.3 The Provider shall not be liable for any failure of an item of Digital Content to be compatible with specific assistive technologies where such failure arises from the inherent file structure or metadata provided by the Publisher.