TPS Publishing Inc. PreK-12
Terms of Purchase
The following TPS Publishing Inc. PreK-12 Terms of Purchase apply to the purchase of all TPS products whether they are physical, digital, connected, services or pilots.
GENERAL TERMS APPLICABLE TO ALL TPS Publishing Inc. and Partner PRODUCTS
- CONTRACT. The ordering or acceptance of any Products purchased from TPS Publishing Inc. (TPS) or its applicable third party partners or UK HQ (collectively, “TPS“) by any Customer shall constitute an agreement to these detailed terms and conditions (the ” TPS Terms“). These TPS Terms, together with any other applicable terms, as specified below, any terms and conditions published by TPS in the applicable TPS marketing documents, the store ordering details and any other purchase orders sent to TPS(Customer’s purchase) constitute the entire agreement between except for any mutual agreements agreed to in writing by both TPS and Customer. TPS shall not be liable for any inaccuracies appearing on purchase orders, acknowledgments, or other documents from Customers.
- SOLVENCY AUTHORIZATION. Customers, by ordering from TPS, represents and warrants that all internal authorizations have been met before placing any order with TPS and confirms Customer is solely responsible for all purchase decisions. Customer further warrants that they have ensured the compatibility and suitability of all Products before ordering and is solvent and will make full payment upon receipt of non-damaged goods from TPS and an accurate TPS invoice. In the event of any damaged products, customer shall immediately notify TPS and return said goods for replacement by TPS. Such return must be within 30 days of receipt of initial delivery. To prove insolvency, a copy of the filing of a bankruptcy petition by or against Customer must be provided to TPS.
- TPS ACCEPTANCE, PRICES, and MISCELLANEOUS TERMS. Orders are subject to acceptance and availability. TPS can, without notice, change list prices and other terms shown. TPS can, for example, change sizes of quantities, delivery timelines and shipment methods. TPS shall have the right to reject, and or amend or cancel any orders in its sole discretion.
- PAYMENT PROCESS: All amounts owing from Customer to TPS with respect to any Products purchased from TPS are subject to immediate payment if ordered on the STORE website. TPS can allow 30 days from delivery payment terms for individual school purchases. Additional orders for Customers will not be shipped if any bad debts exist.
- EXEMPT TAXES. Where appropriate, Customer shall provide TPS with a current executed tax certificate indicating exemption status and TPS shall not charge sales tax. All orders will be charged with sales tax for current TPS location.
- SHIPPING and HANDLING METHOD; RISK OF LOSS FROM TRANSIT. TPS passes risk of loss to Customer when Physical Products are collected by the carrier. Shipping costs quoted by TPS are estimates. TPS can amend such costs in specific circumstances but this is mutually agreed with customer. TPS charge a flat rate calculated by taking the Physical Product price and adding 15%. Minimum charge is $10.00. TPS will ship Physical Products using its usual and well-established packing and transportation methods.
- REJECTION and RETURNS. TPS has priced materials at affordable levels for all teachers, parents and students. TPS will only accept returns if physical products are damaged or are not as ordered. Customer should notify TPS and send a photograph to show issue(s). TPS will arrange for collection and replacement. Customer must retain and reuse all original shipping cartons, packing slips, packing materials and damaged Products. Credits will not be provided without evidence being confirmed by TPS.
- PRODUCTS DISCONTINUATION. In rare circumstances, TPS may discontinue a product and is only responsible for fulfilment of orders to the date such notice is made public. TPS will provide an alternative option for customers interested in original products but is not liable to replace any discontinued products.
- TPS’S INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges and understands that the intellectual property contained in all TPS Products (and any derivative works based on the Products) is confidential and/or proprietary information of TPS or its licensors and is fully protected by copyright, trademark, and other intellectual property laws. TPS, or its partners and or licensors, are the sole and exclusive owners and shall retain all right, title and interest in and to all Products, irrespective of their format. As examples, all printed books, software, services, marketing materials. TPS trademarks and brands, information and other materials of TPS, partner companies and its licensors and other third parties; as well as all edits and updates, new versions and any amendments to the foregoing (collectively, “TPS IP”); subject to the personal, nonexclusive license to use the TPS IP granted to Customer for its own non-commercial, incidental use as contemplated herein. Any specific usage by Customer must be in writing and agreed by both parties.
- DISCRIMINATORY PRACTICES. TPS does not and Customer agrees that they shall not engage in any discriminatory practices based either on race, color, religion, sex, national origin, protected veteran status, or disability.
- FORCE MAJEURE. TPS cannot be held liable for results of Force Majeure; such as default of its obligations to Customers. TPS will make every effort to work with customers to resolve any breach such as delays or cancellations and will reschedule deliveries prevented by reason of any act of God, war, civil commotion, labor disputes, fire, natural disaster, strikes, accident, acts of government, riots, shortage of materials and supplies, or any miscellaneous cause beyond its reasonable control.
- INDEMNIFICATION. Customer will indemnify, defend and hold harmless TPS, its parent companies, partner companies, directors, officers and employees from any third party claims, causes of action, damages, costs, liabilities or expenses that arise from a breach of these Terms and/ or from improper, illegal or unauthorized use, distribution or operation of the Products, irrespective of format; this is clearly to the extent allowed by law and does not prevent the right of Customers to raise defense(s) of sovereign governmental or qualified immunity against third party claims,
- DISCLAIMER OF WARRANTIES AND INDEMNITIES; LIMITATION OF LIABILITY. ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, AND TPS EXPRESSLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WHILE TPS DOES ITS BEST TO DESCRIBE EVERY PRODUCT OFFERED AS ACCURATELY AS POSSIBLE, TPS DOES NOT WARRANT THAT PRODUCTS, SPECIFICATIONS, PRICING, AND/OR OTHER CONTENT TPS PROVIDES ARE COMPLETE, ACCURATE, RELIABLE, CURRENT, OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TPS AND ITS PARENT, AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE OUTSIDE ATTORNEYS’ FEES AND EXPENSES) INCURRED IN DEFENDING ANY CLAIM, JUDGMENT OR PROCEEDING RELATING TO OR ARISING OUT OF: (I) CUSTOMER’S BREACH OR ALLEGED BREACH OF ITS REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND AGREEMENTS CONTAINED IN THESE TERMS; AND/OR (II) THE DISTRIBUTION, RESALE AND PROMOTION OF PRODUCTS BY CUSTOMER. TPS WILL HAVE THE RIGHT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY CLAIMS SUBJECT TO INDEMNIFICATION HEREIN. TPS SHALL HAVE NEITHER LIABILITY NOR RESPONSIBILITY TO ANY PERSON OR ENTITY WITH RESPECT TO ANY LOSS OR DAMAGE ARISING FROM THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, TPS’S FAILURE OR ALLEGED FAILURE TO FILL ORDERS BY CUSTOMER IN WHOLE OR IN PART. TPS DOES NOT GUARANTEE THAT ANY DIGITAL PRODUCTS WILL BE DELIVERED ERROR-FREE OR UNINTERRUPTED. TPS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND DIGITAL PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TPS SHALL NOT BE LIABLE FOR ANY DAMAGES TO COMPUTERS, COMMUNICATION SYSTEMS, DATA OR SERVICES THAT MAY ARISE AS A RESULT OF THE USE OF DIGITAL PRODUCTS. IN NO EVENT SHALL TPS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, WARRANTY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TPS’S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE MOST RECENT TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
- TERMINATION; EFFECT OF TERMINATION. TPS may terminate this Agreement upon the failure of Customer to comply with any of the Terms, at any time by giving Customer 14 days’ prior written notice, specifying the breach upon which the notice is based. If Customer has not cured the breach to TPS’s satisfaction within the notice period, this Agreement will terminate. TPS shall have, in addition to any other remedies available to it, the right to injunctive and other equitable relief to restrain action by Customer inconsistent with this Agreement, and Customer hereby acknowledges that other remedies are inadequate in such cases. Upon termination for any reason, TPS will disable access to any applicable Digital Products and confirm this in writing. 11, and 14 through 19 shall survive any termination of this Agreement.
- MODIFICATION AND SEVERABILITY. TPS advise customers that, If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, it is still true that the remaining portions of the Terms shall remain in force and in effect and be construed so as to best effectuate the intention of the parties. The waiver of one default shall not waive subsequent defaults of the same or different kind. TPS also reserves the right to make changes to these Terms at any time.
- JURISDICTION; VENUE; CHOICE OF LAW. TPS confirms that California or UK Courts will apply for any disputes. THIS CONTRACT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF CALIFORNIA.
- EXPORTS OUTSIDE U.S.A. Should any Customer order and need delivery outside U.S.A. then Customer pays for all Import duties, taxes and customs clearance fees relating to Products being shipped outside the United States. Export laws and regulations of the United States apply to all Products. Before delivery is arranged, Customer agrees they understand that export control laws govern its use of the Digital Products and related Services (including technical data) and any Digital Products deliverables provided to Customer by TPS, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). For Products exported outside the United States, Customer agrees that it will not import or allow a third party to import such Products into the United States.
- CONFIDENTIALITY. Customer acknowledges that in the course of providing Products under this Agreement, representatives of TPS may disclose certain confidential information to Customer. All information, including but not limited to: concepts, work, materials, and related information disclosed to Customer by any person acting on behalf of TPS are proprietary and confidential information of TPS. Customer acknowledges this and agrees not to disclose any such concepts, work, material, or related information to any other parties, or to make any use of the Products other than the use that is intended by TPS through its provision of the Products.