Terms of Sale
Updated and effective as of October 1st 2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY APPLY WHENEVER WE SUPPLY TO YOU ANY GOODS, SERVICES, DIGITAL CONTENT OR APPS, WHETHER WE SUPPLY THEM FREE OR ON A PAID FOR BASIS.
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are:
(a) Personalised digital content (our websites and apps allow you to upload digital content for use in creating personalised digital content also using content belonging to us or to our licensors);
(b) Apps (e.g. PNP mobile applications such as the mobile games entitled "PNP Santa Sprint" and "PNP-Portable North Pole");
(c) Services; or
(d) Goods (e.g. books, puzzles, plush toys, letters from Santa, gift cards etc, which we may offer from time to time).
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are UGroupMedia, Inc., a Canadian corporation, trading as Portable North Pole (PNP). We are registered in Quebec, Canada, under registration number 1164460678 and have our registered office at 460 Sainte-Catherine Street West, Suite 500, Montreal (Quebec) Canada H3B 1A7.
Phone: +1 514-871-3888
2.2 How to contact us. You can contact our customer service team here.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we have accepted and processed your payment, at which point a contract will come into existence between you and us. Any e-mail, mobile push notification or other communication to the effect we have received your order or accept your order will be regarded as an acknowledgement of order only, and will not create any contract between you and us; except that if in our e-mail or mobile push notification we confirm that your personalised digital content is ready for you to access, our e-mail will be regarded as acceptance of your order, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might, for example, be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the goods. Your goods may vary slightly from those images.
4.2 Product packaging may vary. The packaging of goods may vary from that shown in images on our websites.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 9 Your rights to end the contract.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change a product:
(a) To reflect changes in relevant laws and regulatory requirements; and
(b) To implement minor technical adjustments and improvements, for example to address a security threat.
6.2 Changes to these terms. In addition, we may make changes to these terms, but if we do so, and we intend that the changes shall take effect in respect of an existing contract between you and us, we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received. If we do not notify you of such changes, then the changes will only take effect in respect of any future contract between you and us.
6.3 Updates to digital content or apps. We may update or require you to update digital content or apps, provided that the digital content or app shall always match the description of it that we provided to you before you bought it.
7 OTHER TERMS THAT APPLY OR MAY APPLY
7.1 Other terms that apply to you.
7.2 Other terms that apply to personalised digital content
(a) Our websites and apps allow you to create personalised digital online content for yourself, your family and your friends, including videos and telephone calls, but only for your personal use. Personal use means that only you use our sites to create your personalised digital content, only you upload digital content for this purpose, and that you share the resulting content only with your family and friends, and only as permitted under these terms of sale.
(c) Time limits for purchasing, creating and consuming digital content and the deletion of content are as set out in the Schedule to these terms of sale (entitled Schedule A).
(d) Upon receipt of payment by us, we grant to you a personal and perpetual, nonexclusive, revocable, limited, non-transferable and non-sub-licensable licence and right to use and store 1 copy of the digital content created for you by us, in the format provided (e.g., MP4, etc.), but only for your personal use (as explained in clause 7.2 (a) above) and not for any commercial or public viewing use, on a maximum of 3 different devices. You may also store a back-up copy on up to two additional devices. You understand and agree that, except for digital content uploaded by you (e.g. media provided by you specifically for the creation of the personalised digital content), any and all intellectual property rights and title to the content on or available through our websites and apps remain exclusively with us or our licensors, as applicable. No right, title, interest or permission concerning the content created for you by us is transferred or given to you, except for the right of use of the content as explicitly described in these terms of sale. All rights not expressly granted are reserved to us.
7.3 Other terms that apply to our apps
(a) Where our apps are made available through third party online or off-line software stores (e.g. the Apple App Store or the Google Play Store), provision of those apps will be subject to separate licence and other terms and conditions of the software store. You must comply with those terms and conditions. If and to the extent that there is any conflict between those terms and conditions and these terms of sale or any other terms that apply between you and us, the software store terms and conditions will prevail.
(b) The terms in clause 7.2 above also apply to digital content for our apps.
7.5 Configuring your devices to download, view and play digital content. It is your responsibility to use devices and software which will enable you to receive and read the digital content that we provide. We will deliver content files as follows: downloadable videos will be delivered in MP4 format; videos will not be delivered via DVD. Although the MP4 video can be read on several video players, we recommend the use of QuickTime(R) Player for best results (free download available here). Please refer to the FAQ for more information regarding the technical requirements to read the content files.
An Ultimate Pass Pass will be active until September 30th 10 years after purchase (e.g., any purchase made during 2022 will expire on September 30, 2032), or will be cancelled if the account becomes inactive (26 months after the last activity on the account).
At any given time, we reserve the right to update or modify any of our product packages, including the options available in a Magic Pass.
At any time, UGroupMedia reserves its rights to modify or cancel any of its product packages.
7.7 Other terms that may apply to goods. If goods are provided through a third party site, such as amazon, johnlewis.com, target.com, barnesandnoble.com, hhq.com.au or other e-commerce sites, then the purchase and exchange terms and return policies of that third party site will apply.
7.9 UGM will donate to various children’s hospitals up to 5 percent of the net amount UGM receives solely for the online sales on the PNP Websites purchased at any time during the 2022 calendar year. The net amount will be calculated based on the amount paid to UGM for for the online sales on the PNP Websites after deducting any rebates, discounts or refunds (if any) and deducting any amounts paid for taxes, shipping, handling and transactions fees (e.g., credit card, bank, payment, currency exchange processing fees). The donation will be paid to hospitals within 120 days after the end of the calendar year. We reserve the right to deduct reasonable fees and costs incurred by UGM operating and managing the PNP Children’s Hospital Programme. No other sales are eligible for contribution to the PNP Children’s Hospital Programme.
8. PROVIDING THE PRODUCTS
8.1 Delivery costs. The costs of delivery will be as displayed to you on our websites.
8.2 When we will provide the products. During the order process we will let you know (if it is not obvious) when we will provide the products to you. If the products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.
8.3 Your responsibility for ensuring you can use digital content. If the product is digital content, you are responsible for ensuring that a video player is installed and in good functioning order on your device, in order for you to be able to view the content properly. We have no responsibility or liability if you are unable to play or view the digital content, unless the cause is some defect in the content. See clause 7.4 above for advice on the best video player.
8.4 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
8.5 If you are not at home when goods are delivered. If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the goods from a local depot.
8.6 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect the goods from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 11.2 below will apply.
8.7 Your legal rights if we deliver goods late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
(a) We have refused to deliver the goods;
(b) Delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) You told us before we accepted your order that delivery within the delivery deadline was essential.
8.8 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 8.6, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
8.9 Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause 8.6 or clause 8.7, you can cancel your order for any of the goods or reject goods that have been delivered. If you wish, you can reject or cancel the order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact customer services.
8.10 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier or other person on your behalf collects it from us.
8.11 When you own goods. You own a product which is goods once we have received payment in full.
8.12 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, delivery address. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information, if we do not have it. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
8.13 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) Deal with technical problems or make minor technical changes;
(b) Update the product to reflect changes in relevant laws and regulatory requirements;
(c) Make changes to the product as notified by us to you (see clause 6)
YOUR RIGHTS TO END THE CONTRACT
9.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 12;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 9.2;
(c) If you have just changed your mind about the product, see clause 9.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.
9.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) We have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.1 and clause 6.2);
(b) We have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) There is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) We have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than a month; or
(e) You have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 8.7).
9.3 Exercising your right to change your mind. For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
9.4 When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
(a) Digital products after you have started to download or stream these;
(b) Services, once these have been completed, even if the cancellation period is still running;
(c) Products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(d) Sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and
(e) Any products which become mixed inseparably with other items after their delivery.
9.5 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
(a) Have you bought digital content for download or streaming? If so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
(b) Have you bought goods? If so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
(c) Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
10.1 Tell us you want to end the contract. To end the contract with us, please let us know by completing this form on our website.
10.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at 460 St-Catherine Street W, suite 500 Montreal (QC) Canada H3B 1A7 or (if they are not suitable for posting) allow us to collect them from you. Please contact customer services for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
10.3 When we will pay the costs of return. We will pay the costs of return:
(a) If the products are faulty or misdescribed;
(b) If you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances you must pay the costs of return.
10.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
10.5 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
10.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 10.2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
11. OUR RIGHTS TO END THE CONTRACT
11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) You do not make any payment to us when it is due and you still do not make payment within 2 days of us reminding you that payment is due;
(b) You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, information needed for delivering goods;
(c) You do not, within a reasonable time, allow us to deliver the products to you; or
(d) You otherwise breach the terms on which the product is supplied.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 1 week in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
12. IF THERE IS A PROBLEM WITH THE PRODUCT
12.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us.
12.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms of sale will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods (including any software or digital content supplied on a physical medium), the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
• Up to 30 days: if your goods are faulty, then you can get an immediate refund.
• Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
• Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 9.3.
If your product is digital content (whether supplied on a physical medium or by download), the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
• If your digital content is faulty, you're entitled to a repair or a replacement.
• If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
• If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation.
See also clause 9.3.
If your product is services, the Consumer Rights Act 2015 says:
• You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
• If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
• If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
See also clause 9.3.
12.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact customer services for a return label or to arrange collection. If the product is an app or digital content you must stop using it and delete all copies.
13. PRICE AND PAYMENT
13.1 Where to find the price for the product. The price of the product (which includes all applicable taxes) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 13.2 for what happens if we discover an error in the price of the product you order.
13.2 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you and deletion of any app or digital content provided to you.
13.3 When you must pay and how you must pay. We generally accept payment by VISA, MasterCard and PayPal. We may from time to time change or add to the possible payment methods and, if we do so, will indicate this on our sites. When you must pay depends on what product you are buying:
(a) For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
(b) For digital content, and for apps, you must pay for the products before you download / access them.
(c) For services, you must pay the price of the services, before we start providing them.
14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 12.2.
14.3 Our liability for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
14.4 We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
15. HOW WE MAY USE YOUR PERSONAL INFORMATION
16. OTHER IMPORTANT TERMS
16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will ensure that the transfer will not affect your rights under the contract.
16.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not agree.
16.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
16.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16.7 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to submit a complaint to a Small Claims Mediation Service. For more information, please visit https://www.smallclaimscourtgenie.co.uk. If you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform: http://ec.europa.eu/consumers/odr/.
The terms and policies above are in accordance with the laws of the England and Wales.