1.1 These terms of service (Terms), together with (i) the terms set out in your accompanying order (Order) and (ii) any documents specifically referred to in these Terms, form the basis of the agreement (Agreement) between you, the customer specified in the Order (Customer, you, your) and Little Tickets Ltd (company number 10526137) of 10/11 Pixash Business Centre, Pixash Lane, Keynsham, Bristol, BS31 1TP (Little Tickets, we, us, our).
1.2 Your Order must be submitted online via our website at www.littletickets.com (Website). An Order submitted by you comprises an offer to Little Tickets to contract on that basis. Your offer will be accepted, and the Agreement formed, only when Little Tickets confirms acceptance of your Order in writing (including by email). Each Order so accepted by Little Tickets will form a separate and discrete Agreement. No estimate or quotation issued by Little Tickets (whether orally or in writing) constitutes an offer, and Little Tickets reserves the right to withdraw or revise the same at any time before issuing an Invoice.
1.3 Anyone submitting an Order on your behalf represents and warrants that they have the legal right and authority to bind you to the terms of the Agreement.
1.4 You agree that you have read, understood and agree to be bound by these Terms and the submitted Order and that you have not relied on any representation, statement, promise, assurance or warranty given by or on behalf of Little Tickets which is not set out in the Agreement.
1.5 Unless otherwise agreed in writing, these Terms apply to all Orders you submit, to the exclusion of any and all terms and/or conditions that may be submitted by or for you under any purchase order or any other document or any implied by trade, custom, practice or course of dealing, all of which shall be void and of no effect.
1.6 Any samples, drawings, descriptive matter or advertising issued by Little Tickets, and any descriptions or illustrations contained on our Website or in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
1.7 If there is any inconsistency between the Order and these Terms, the Order shall prevail, provided the Order has been accepted by us.
2.1 In consideration of the performance of your obligations hereunder, including the payment of the Charges, we shall:
a) supply and deliver the deliverables set out in your agreed Order (Deliverables).
b) provide the services required in connection with the fulfilment of your Order, including the production and delivery of the agreed Deliverables (Services).
c) provide the Services and Deliverables in accordance with any agreed descriptions or specifications (Specification(s)) in all material respects.
d) use reasonable endeavours to meet any performance dates agreed by us but any such dates shall be estimates only and time shall not be of the essence.
2.2 We shall have the right to make any changes to the Services or Deliverables which are necessary to comply with any applicable law or safety requirement, or which do not materially affect their nature or quality, and we shall notify you in any such event.
3.1 You agree to pay the charges set out in your Order (Charges). Payment shall be made in full upon submission of your Order by the payment means indicated on our Website. Acceptance of your Order, and formation of any Agreement, is conditional upon payment.
3.2 Unless otherwise agreed in writing, all Charges are in pounds sterling and exclusive of any applicable VAT and any other applicable taxes, duties or levies and all costs or charges in relation to carriage, insurance and delivery, which (unless otherwise agreed) you will be responsible for paying.
4.1 You shall:
(a) ensure that the terms of the Order and any and all information, descriptions or specifications you provide in the Order are complete and accurate;
(b) be fully responsible for checking and confirming the accuracy of all proofs and variations;
(c) co-operate with us and provide us with such support and assistance as we reasonably require in connection with the performance of our obligations under the Agreement;
(d) provide us with such information and materials as we may reasonably require in order to supply the Services and the Deliverables, and ensure that such information is accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required in connection with your Order, including (without limitation) all consents, permissions, clearances other authorisations for the use of any content, images, data, works or other materials submitted, provided or requested by you in connection with the Deliverables or the Services (Your Content); and
(f) promptly provide such data, documents, drawings, plans, diagrams, designs, reports, specifications or other information as we may reasonably require, and ensure that all such information is complete, true and accurate in all material respects.
4.2 If our performance of any of our obligations under the Agreement is prevented or delayed by any act or omission on your part or failure by you to perform any relevant obligation (Your Default):
(a) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent Your Default prevents or delays the performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 2; and
(c) you shall reimburse us on demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default. Where you have pre-paid, you agree we may set off monies paid against the said costs or losses.
(d) You agree and accept that our ability to perform our obligations under the Agreement depends on you satisfactorily complying with your obligations and that we will not be responsible for any delay, loss or damage, cost increase or other consequences arising from any default or delay on your part.
5.1 We shall use all reasonable endeavours to provide the Deliverables in accordance with the delivery timetable described in the Agreement. Unless otherwise agreed, delivery shall be made to the address specified in your Order.
5.2 You agree to inspect the Deliverables on delivery. Any defects, damage or shortages must be notified to us immediately and, in any case, no later than 24 hours after delivery, failing which the quantity and quality of the Deliverables shall be deemed accepted. Claims for damage or defects not discoverable on reasonable examination must be made within 48 hours of discovery of the same.
5.3 We shall not be liable for any delay in delivery of the Deliverables that is caused by a Force Majeure Event or by your failure to provide us with adequate or correct delivery instructions or any other instructions that are relevant to the supply of the Deliverables.
5.4 If we fail to provide the Deliverables, our liability shall be limited to the reasonable costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Deliverables.
5.5 We shall (at our option) repair or replace any defects, damage or shortages in the Deliverables which are notified in writing to us in accordance with clause 2 (or may instead apply an appropriate credit to the Charges). However, we are not responsible for any defects or any other damage or loss caused by wilful damage, negligence (other than by our employees or agents), incorrect storage, application, movement or installation, defects caused by fair wear and tear or alteration or repair without our prior written agreement.
5.6 You agree to return to us any defective or damaged Deliverables, at your risk and cost, as soon as possible and no later than 48 hours of notification of the defect, packaged and transported in accordance with our reasonable requirements.
5.7 If you fail to take delivery of the Deliverables within three business days of our notification that the Deliverables are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract in respect of the Deliverables:
(a) delivery of the Deliverables shall be deemed to have been completed at 9.00 am on the [third] business day following the day on which we notified you that the Deliverables were ready; and
(b) we shall store the Deliverables until delivery takes place.
5.8 If ten business days after we notified you that the Deliverables were ready for delivery you have not taken delivery of them, we may dispose of part or all of the Deliverables.
5.9 We may deliver the Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
6.1 Risk of damage to or loss of the Deliverables shall pass to you on delivery and (where applicable) shall pass back to us on collection by us.
6.2 Title to the Deliverables shall pass to you only upon payment in full of the relevant Charges.
7.1 We warrant that the Services will be provided using reasonable care and skill.
7.2 We warrant that on delivery the Deliverables shall:
(a) conform with their Specification;
(b) be free from material defects in design, material and workmanship; and
7.3 Subject to clause 4, we shall, at our option and as your exclusive remedy for any breach of clause 7.2, repair or replace the defective Deliverables, or refund the price of the defective Deliverables in full if:
(a) You give notice in writing in accordance with clause 2 that some or all of the Deliverables do not comply with the warranty set out in clause 7.2;
(b) we are given a reasonable opportunity of examining the Deliverables; and
(c) if asked to do so by us, you return such the Deliverables to our place of business.
7.4 We shall not be liable for the Deliverables’ failure to comply with the warranty in clause 2 if:
(a) you make any further use of such Deliverables after giving a notice in accordance with clause 3;
(b) the defect arises because you failed to follow our instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables;
(c) the defect arises as a result of us following any drawing, design, description or specification supplied by you;
(d) you alter or repair such Deliverables without our consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal conditions; or
(f) the Deliverables differ from their Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
7.5 Except as provided in this clause 7, we shall have no liability to you in respect of the Deliverables’ failure to comply with the warranty set out in clause 2.
8.1 Nothing in the Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from that party’s negligence or any other liability which cannot be excluded or restricted by law.
8.2 All implied conditions, representations, warranties or other assurances as to description, quality or fitness are, to the fullest extent permitted by law, excluded.
8.3 Subject to clause 1, we shall not (even if advised in advance of the possibility of the same) be liable for (whether arising by our negligence or otherwise): (a) any loss of profits, loss of business, loss of contracts, depletion of goodwill and/or similar losses or loss or corruption of data or information, in each case whether direct or indirect, or (b) any indirect or consequential loss, damage, costs or expenses.
8.4 We are not responsible for unauthorised access to your data unless the unauthorised access or use results from our failure to meet our reasonable security obligations. All other use of the Services shall be your responsibility, even if such use was not authorised by you.
8.5 Subject to clauses 1, 8.3 and 8.4, our total aggregate liability arising out of or in connection with each Agreement howsoever such claim(s) arise (whether in negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed the amount paid or payable by you in relation to such Agreement.
8.6 You recognise and accept that the internet carries inherent risks and that we cannot promise that the Services or your access to our Website will be uninterrupted, error-free or immune from security risks. You accept that internet servers, equipment and telecommunications links are susceptible to crashes, downtime and security issues from time to time. We will use reasonable endeavours to maintain the continuity of the Services and the Website and we will take reasonable steps to restore them should they become unavailable but we cannot provide any warranty in that respect.
9.1 In this clause 9, Confidential Information means all information designated as confidential by the disclosing party in writing or which may reasonably be regarded as the disclosing party’s confidential information and includes (a) any process or know-how disclosed to you in respect of the Services, (b) any information concerning the provisions of this Agreement, (c) non-public information concerning the other party’s business or financial affairs, and (d) any other confidential information which, if disclosed to a third party, could adversely affect a competitive advantage of the other party.
9.2 Each party shall both during and after the term of the Agreement (a) hold in confidence and neither use nor permit the use of any Confidential Information of the other party for any purpose other than to fulfil the first party’s obligations under this Agreement and (b) use at least the same degree of care to prevent the unauthorised copying, use and/or disclosure of the other party’s Confidential Information that the first party uses to protect its own Confidential Information of like importance.
9.3 Either party may disclose Confidential Information if and to the extent (a) required by applicable law or by a court or other competent authority (provided that before disclosing such information the disclosing party shall where practicable give the other party at least ten business days’ notice), (b) the information has come into the public domain through no breach of this Agreement, any third-party agreement or law, (c) it is known to the other party before this Agreement without any restriction on its disclosure and/or (d) disclosed to its professional advisers in confidence for the purpose of obtaining professional advice in connection with this Agreement.
9.4 Each party shall comply with all applicable data protection laws and regulations in respect of any personal data (as such expression is defined in the Data Protection Act 1998) controlled and/or processed by such party in connection with this Agreement and/or the Event.
9.5 It is acknowledged and agreed that the Services requires the transfer of certain Customer personal data to and from us from time to time. You are the data controller in respect of such data and you agree to shall obtain all consents and clearances as may be required from time to time to enable us to process the personal data in connection with our performance of the Agreement.
10.1 In this clause 10 (and if used elsewhere in this Agreement): Marks means “Little Tickets” and/or any other name, mark, brand, logo or design owned by Little Tickets (or its licensors) and/or featured in, or associated with, any of Little Tickets’ products, materials and/or services; and Little Tickets IPR means any and all IPR subsisting in or in relation to the Website, the Marks and/or any software, systems and/or equipment Little Tickets uses to provide the Service or the Deliverables.
10.2 You hereby agree:
(a) all Little Tickets IPR shall remain the exclusive property of Little Tickets and/or its licensors;
(b) All intellectual property rights (IPR) in or arising out of or in connection with the Services (other than IPR in any materials provided by you) shall be owned by Little Tickets;
(c) not to interfere with any of the Marks and/or proprietary notices contained within our Website;
(d) not to do (nor cause to be done) anything contesting or in any way impairing (or tending to impair) any of Little Tickets’s (or its licensors’) right, title or interest in or to any Little Tickets IPR; and
(e) to notify us promptly on becoming aware of any unauthorised use of the Website or the Services by any person.
10.3 Upon payment of the applicable Charges, we grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Deliverables (excluding materials provided by you).
10.4 You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify Your Content for the term of the Agreement for the purpose of providing the Services to you.
10.5 To the extent that the Deliverables are to be produced in accordance with Specifications supplied by you, including the use of Your Content, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Specification or Your Content by us or by any of our employees, officers, suppliers, agents or contractors. This clause 5 shall survive termination of the Contract.
10.6 All rights not expressly granted to you under the Agreement are reserved to Little Tickets (or its licensors, as applicable).
11.1 The Agreement shall commence on the date your Order is accepted by Little Tickets in accordance with clause 2 and shall end on delivery. Each accepted Order comprises a separate and discrete Agreement. These Terms shall apply for so long as the parties continue to do business with each other, unless otherwise agreed in writing.
11.2 Either party may terminate this Agreement with immediate effect on giving notice to the other if the other party:
(a) commits any material breach of this Agreement or any other contract between the parties (including any failure to make any payment in full by the due date) which is incapable of remedy or (if such breach is capable of remedy) if the party in default fails to remedy that breach within five business days of being notified in writing to do so; or
(b) ceases, or threatens to cease, to trade or an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party or an administrator, liquidator or equivalent is appointed over the assets or business of the other party or anything equivalent or analogous occurs in any jurisdiction.
11.3 Where we are entitled to terminate under this clause, we may alternatively suspend or cancel any further provision of the Website, Deliverables or Services under this Agreement and/or if any Deliverables or Services have been delivered/provided but not paid for, all sums payable shall become immediately due and payable (whether or not already invoiced by us).
11.4 Termination of the Agreement shall not affect: (a) either party’s rights, obligations or remedies that have accrued before the date of termination; or (b) the coming into force or continuance in force of any provision of the Agreement that is expressly or by implication intended to come into or continue in force by or after such termination.
11.5 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement as a result of any event or circumstance beyond its reasonable control (including war, riot, accident, break-down of plant or machinery, governmental regulations, fire, flood and/or disaster) (Force Majeure Event), provided that such party promptly notifies the other in writing of the nature and extent of the Force Majeure Event.
12.1 Any notice to be given under this Agreement shall be in writing, in English and signed by or for the party giving it and shall be delivered personally or sent by first-class registered mail (or, if posted to or from the UK, an internationally recognised courier service) or by email to the other party at its postal address or email address specified in the Order or as the recipient may designate in accordance with this clause.
12.2 Each right or remedy of either party under this Agreement is without prejudice to any other of its rights or remedies (under this Agreement or otherwise).
12.3 This Agreement constitutes the entire agreement of the parties, and supersedes any previous agreement (whether oral or written) between the parties, in relation to its subject-matter. Each party acknowledges that, in entering into this Agreement, it is not relying on any representation or other assurance except as expressly set out or referred to in this Agreement, although nothing in this Agreement shall limit or exclude any liability for fraud.
12.4 You may not, without Little Tickets’ prior written consent: assign, charge, license or otherwise dispose of or encumber any of your rights under this Agreement; or sub-contract or delegate any of your obligations under this Agreement; or purport to do any of the same.
12.5 If a provision of this Agreement is, becomes or is found to be illegal, invalid or unenforceable (in whole or in part), the legality, validity and enforceability of the remainder of this Agreement shall not be affected. Any illegal, invalid or unenforceable provision of this Agreement shall apply with whatever deletion or modification is required to make it lawful, valid and enforceable while giving effect (as far as possible) to the commercial intention of the parties.
12.6 Nothing in this Agreement constitutes a partnership, joint venture, contract of employment or relationship of agency between the parties.
12.7 No third party has any rights to enforce any provision of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.8 This Agreement may be executed in separate counterparts (including, if successfully transmitted, by fax or by scanned copy sent by email).
12.9 This Agreement and any related dispute or claim (contractual or non-contractual) shall be governed by, and construed in accordance with, English law. Each party irrevocably submits for all purposes in connection with this Agreement (including any such dispute or claim) to the exclusive jurisdiction of the English courts.