Terms & Conditions
(A) Any quotation given by Little Pea will only be binding if given in writing on a Little Pea headed document and will be formulated on instructions given by the Client. Little Pea reserves the right to alter any quotation given to reflect any incomplete, inaccurate or changed instructions given by the Client. Any quotation is valid for a period of 30 days from its date of issue by Little Pea and shall be deemed to be an offer by Little Pea to provide goods and/or services upon these terms and conditions to the Client. Any order made in respect of a written quotation will be deemed to be an acceptance of the offer set out in that written quotation by the Client.
(B) The Client must ensure that any quotation it wishes to accept, its order and any applicable specification are complete and correct. The quantity and description of the goods or services will be as set out in Little Pea’s written quotation or the Client’s order as accepted.
(C) (i) A Client may not cancel an order which Little Pea has accepted except with the agreement in writing of Little Pea and any Client cancelling any order hereby agrees to indemnify Little Pea in full against all losses (including loss of profits), costs (including the costs of all labour and materials used until the date of cancellation), damages, charges and expenses incurred by Little Pea as a result of the cancellation.
(ii) Little Pea may cancel an order at any time prior to delivery upon notice to the Client whereupon a refund of any monies paid for the relevant goods and/or services will be promptly made.
(D) The price payable will be as stated in Little Pea’s written quotation and/or the order as accepted.
(E) The price payable (unless specifically stated otherwise) is inclusive of any costs of packaging and carriage of goods.
- The Client warrants that any design or other material furnished by it or any design material created by Little Pea pursuant to the Client’s instructions is and/or will not defamatory or obscene or be such as will cause Little Pea to infringe any intellectual property rights of any third party or any legislation for the time being in force in the United Kingdom in the performance of the order.
(B) In the event that the Client has requested the production of original design work Little Pea may enlist the services of third-party designers in producing such supplies, works or services.
(C) In the event that Little Pea are required to provide original design work (whether or not the original artwork includes the Client’s materials):
(i) all proofs or preliminary design work remain Little Pea’s copyright at all times and may not be used or re-produced by the Client in any form in whole or in part;
(ii) upon the final proof and/or design being agreed, the final proof and any part of the final proof, remain Little Pea’s copyright until Little Pea have been paid in full for providing the original design work and the Client may not use or reproduce in whole or in part the original design work until full payment is made to Little Pea.
(D) Upon receipt of full payment:
(i) in the event that Little Pea has created the original design work Little Pea shall grant to the Client copyright in such work;
(ii) the Client shall provide irrevocable authorisation to Little Pea to use the original design work for any business promotional purposes of the Little Pea business only;
(ii) in the event that Little Pea has engaged third-party designers to produce the original design work and where that third-party designer has granted copyright in such work to Little Pea, Little Pea shall grant a non-exclusive royalty free licence of the copyright in the original design work to the Client but cannot warrant that the designer who is commissioned to produce the work will not offer such work or any part of it to any third-party.
(E) The Client shall fully indemnify Little Pea in respect of all costs, claims, liabilities and expenses (including any amount paid in settlement on legal advice and Little Pea’s own legal costs) arising from any breach of the Client’s warranty in clause 2(A).
(F) The Client shall promptly notify Little Pea in the event of any claim being made or action brought against a Client arising out of a breach of the Client’s warranty in clause 2(A).
(A) Proofs of design work may be presented for the Client’s approval and Little Pea incurs no liability for any inaccuracies not corrected by the Client in proofs that have been presented. Extra charges will be made for any additional proofs that are sent as a result of changes required by the Client that were not included in the original brief.
(B)These terms apply to all types of proof provided to enable the client to approve the content prior to printing taking place or digital media going live, proofs may take the form of hard copy, digital files or website links viewed on-line.
- FULL COLOUR PRINTING
All reasonable efforts shall be made to acquire the best possible colour reproduction on Client’s work but variation is common in the print process so it is understood and accepted that, Little Pea will not be required to guarantee an exact match in colour or texture between the client’s photograph, proof, digital file, previously printed materials (whether printed by Little Pea or other party) or any other materials supplied by the Client and the printed article the subject of the Client’s order.
- MATTERS OF ILLEGALITY
(A) Little Pea will not print any matter, nor allow any matter to be accessible on a Little Pea application, which in its opinion is or may be of an illegal, libellous, immoral, blasphemous, morally offensive, politically extreme, obscene or fraudulent nature or an infringement of the intellectual property or other rights of any third-party.
(B) The Client shall indemnify and hold Little Pea harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a Client order being or alleged to be any of those mentioned in 5(A).
- DIGITAL ARTWORK, WEBSITES AND ALL WEB SERVICES
(A) Agreed website projects will be laid out in written proposals that contain (i) a payment schedule for the work and (ii) a specification and estimated delivery time. Website work is not subject to an Assured Turnaround and Little Pea may adjust delivery times on which Little Pea will keep the customer known of progress and any delays due to technical obstacles and / or resourcing limitations, any extension to delivery dates will not permit the Client a refund of payments already made.
(B) Any alterations to the specification set out in proposals could result in additional costs to the Client, Little Pea will notify and discuss any extra costs and agree such terms with the Client before starting work on modifications to the specification.
(C) Little Pea will notify the Client as to when a deposit or final payment is to be paid and / or raise an invoice as set out in the proposal payment of which shall be acceptance of work starting or sign-off on work completed.
(D) Little Pea will strive to ensure that web pages work in current and recent versions of well known web browsers (such as Firefox, Chrome, Explorer and Safari) at the time of undertaking the project. The Client acknowledges that technology is fast moving and Little Pea cannot give absolute assurance as to how web pages will look and work on any given browser or device released from time to time.
(E) The Client recognises and agrees that any code, software, content, graphics, visuals and the look and feel of any website, or similar services (”the Little Pea application”) shall, as between the Client and Little Pea, belong to Little Pea. In addition, under the contract with Little Pea, the Client shall have no right or licence whatsoever in or to the Little Pea application:
(F) The Little Pea application may utilize a range of technologies including open source software and items supplied under license by third parties (“Third Party Content”). The Client recognises and agrees Little Pea’s ability to make the Little Pea application available may be dependent on Little Pea having the benefit of licences in respect of such Third Party Content, which licences may be ended at any time and accordingly, if Little Pea loses the benefit of such licences it will not be under any obligation to continue to make the Little Pea application available. The Client further recognises and agrees that provisions of such licences may be deemed incorporated into these terms and conditions.
(G) The Client recognises and agrees that whilst Little Pea will strive to ensure that the Little Pea application is, otherwise than for maintenance (whether routine, planned or emergency) accessible at all times, it gives no warranty whatsoever that the Little Pea application will be accessible either in whole or in part or otherwise “on line” for any period of time or that access will be uninterrupted or secure.
(H) The Client agrees that in respect of the Little Pea application it will not:
(i) do any illegal act including without limitation, drug dealing, violation of national export restrictions, harassment, fraud, trafficking in obscene material, distributing viruses, trojan horses or any other similar harmful or deleterious programming routines;
(ii) do any act which Little Pea has reasonably requested the Client not to do;
(iii) do or attempt to do any act which violates any system or network security which, without limitation, shall include unauthorised access and/or probing or scanning of the system security and/or hacking;
(iv) involve itself in spamming, mail bombing, system flooding or anything similar;
(v) provide any false or misleading information to Little Pea or over the Little Pea application;
(vi) use the Little Pea application for chat pages, contests or any other high volume activities without the express written permission of Little Pea;
(I) The Client recognises and agrees that if Little Pea considers that the Little Pea application is being used for any purpose that Little Pea considers to be in breach of any of the above provisions or otherwise, in the common sense of the word, improper, then it may without prior notice take down the Little Pea application in question without incurring any liability whatsoever to the Client.
(J) The Client recognises and agrees that it is not conceived that any Little Pea application will exceed such bandwidth as Little Pea acting reasonably considers appropriate (having regard to the fact that it is conceived that only low volumes of traffic will be driven through the Little Pea application), to the extent that such bandwidth is materially exceeded and/or is regularly exceeded Little Pea may apply caps or throttling to bandwidth supplied or, without prior notice suspend or otherwise take down the Little Pea application in question, without incurring any liability whatsoever to the Client.
(K) The Client recognises and agrees that Little Pea will have no liability for any element of the Little Pea application that was not created by it or on its behalf or which was supplied by the Client and furthermore, the Client recognises and agrees that Little Pea shall only be liable in respect of any inaccuracy of any element of the Little Pea application that has been created by it or on its behalf if having been notified of such inaccuracy, which notification must be within 28 days of delivery, Little Pea has, after having been supplied with everything it reasonably requests from the customer, failed to rectify the inaccuracy within seven days of being so notified and then the extent of Little Pea’s liability in respect of such liability shall be governed by these terms and conditions.
(L) As regards the provision of the Little Pea application and any related services by Little Pea, any words and phrases which have a customarily accepted meaning within the IT industry shall have that meaning unless stated otherwise.
- CLIENT’S OWN MATERIALS
(A) Little Pea may reject any unsuitable materials (including without limitation any computer USB’s or CD-Roms) supplied or specified by the Client and Little Pea reserves the right to refuse to undertake any works, services or supplies which infringes or appears to infringe the copyright or other intellectual property rights of any third-party or which in its opinion contains any material which is an any way unlawful.
(B) Any Client’s artwork or other materials supplied to Little Pea remain at the Client’s risk and Little Pea accepts no liability for damage, destruction or loss thereof. In the case of Consumer Clients, Little Pea agree to take reasonable care of such artwork or other materials while the same are in their possession although it is the responsibility of the Client to ensure that such items are covered by their own insurance.
(C) Little Pea shall have a lien over any materials supplied to it by the Client against payment of all monies due to it by the Client from time to time and shall be entitled (if any sum is not paid on the due date) to dispose of such property as Little Pea shall in its discretion think appropriate towards settlement of the sums due, subject to reasonable notice having been given to the Client of their intention to dispose of such property.
- DELIVERY, PAYMENT AND RISK
(A) Delivery of the goods and/or provision of the services shall be made at an address as agreed by the parties in writing. The Client will take delivery of the goods and/or services within 7 days of Little Pea giving it notice that the goods and/or services are ready for delivery/completed.
(B) Any dates specified by Little Pea for delivery of the goods or performance of the services are approximate only and may not be made of the essence unless specifically agreed by Little Pea as such in writing. If no dates are specified, delivery will be within a reasonable time.
(C) Subject to the other provisions of these conditions Little Pea shall have no liability to the Client for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods and/or provision of the services (except in the case of Consumer Clients if caused by Little Pea’s negligence or breach of contract) or in the case of Business Clients the delay has been caused by Little Pea’s failure to use its reasonable commercial endeavours to comply with delivery dates specified by the Client.
(D) In the case of Business Clients, any delay or failure in delivery or performance will not entitle the Client to cancel the order unless and until the Client, has given 7 days written notice to Little Pea requiring delivery or performance to be made within a reasonable period (and in the case of Consumer Clients if they have given reasonable notice to Little Pea requiring delivery or performance to be made within a reasonable period) and Little Pea has not fulfilled the delivery or performed within that period. If the Client cancels the order in accordance with this condition 8(D) then
(i) Little Pea will refund to the Client any sums which the Client has paid to Little Pea in respect of that order (or part of order) which has been cancelled; and
(ii) the Client will be under no liability to make any further payments under condition 8(F) in respect of the order (or part of order) which has been cancelled.
(E) If the Client fails to take delivery of goods when they are ready for delivery or to provide any instructions, documents or authorisations required to enable the goods to be delivered on time (except where Little Pea is at fault) risk in goods will pass to the Client and the Client hereby agrees to fully insure the same, the goods will be deemed to be delivered and (without prejudice to its other rights) Little Pea may store or arrange for the storage of the goods until actual delivery and charge the Client for all related costs and expenses (including, without limitation, storage and insurance) it incurs.
(F) Little Pea may invoice the Client:
(i) for goods provided when or at any time after notifying the Client that the goods are ready for delivery;
(ii) for services provided on or at any time after performance of the services commences;
(iii) notwithstanding the provisions in conditions 8(F)(i) and (ii), in the event that an order is suspended or delayed as a result of any act or omission on the part of the Client for a period in excess of thirty days, for any part of the order which has been processed/delivered and/or performed.
(G) Payment is due in pounds sterling, or such other currency agreed in advance by Little Pea in writing, immediately after issue of such invoice and Little Pea shall be entitled to recover the payment notwithstanding delivery may not have taken place and legal title has not passed to the Client (except in the case of approved credit account Clients with whom alternative arrangements have been agreed in writing by Little Pea). Time of payment shall be of the essence.
(H) For Business Clients Little Pea may deliver goods in separate instalments and/or perform any services in stages. Each separate instalment or stage shall be invoiced and paid for in accordance with the provisions of these terms and conditions. Each instalment or stage shall be a separate contract and no cancellation or termination under clause 8(D) of any one contract relating to an instalment or stage shall entitle the Client to repudiate or cancel any other contract, instalment or stage.
(I) All sums payable to Little Pea under any order shall become due immediately upon termination/cancellation of the order.
(J) All payments to be made by the Client under the order shall be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
(K) If the Client fails to make any payment when payment is due then without prejudice to any other right or remedy available to Little Pea, Little Pea shall be entitled to:
(i) cancel the order or suspend any performance of the order;
(ii) appropriate any payment made by the Client as Little Pea may think fit (notwithstanding any purported appropriation by the Client);
(iii) charge the Client with all costs and expenses involved in collecting the overdue payment together with interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month above Barclay’s Bank plc base rate or such higher rate as provided for by legislation from the due date until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest).
(iv) sell all items held by Little Pea and which belongs to the Client;
(L) Legal title in the Goods shall not pass to the Client until Little Pea receives payment in full (in cash or cleared funds) of all sums whether in respect of the goods, services or otherwise due owing or incurred. Until legal title passes the Client shall hold the goods on a fiduciary basis as Little Pea’s bailee and shall store the goods (at no cost to Little Pea) separately from all other goods of the Client or any third party in such a way that they remain readily identifiable as Little Pea’s property. Where the Client’s right to possession has terminated the Client grants Little Pea, and its agents an irrevocable licence at any time to enter any premises where the goods are or may be stored to recover them. On termination of the contract, howsoever caused, Little Pea’s (but not the Client’s) rights contained in this condition 8 shall remain in effect.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Little Pea within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to Little Pea within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to Little Pea within 28 days of delivery. Little Pea shall not be liable in respect of any claim unless the previous mentioned requirements have been complied with. Digital work will consist of those elements detailed on the project proposal and Little Pea shall be under no obligation whatsoever to provide anything more (including any extra functionality) howsoever in respect of the digital work (including any network access) other than that detailed in the project proposal. Any claim that the elements detailed in the project proposal have not been provided must be made in writing to Little Pea within 28 days of delivery. Little Pea shall not be liable in respect of any claim if the claim in question is notified outside the previous mentioned timescale.
Little Pea gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. Little Pea shall not be liable for any loss arising from delay in transit not caused by Little Pea. Further, Little Pea shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data including any stored on or accessible through any digital work. The total aggregate liability of Little Pea in respect of any and all causes of action arising out of or in connection with the customer’s order and Little Pea’s performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 9) be limited to the sums paid to Little Pea by the customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
The order will terminate immediately should the Client become insolvent, fail or become unable or admit in writing their inability to pay their debts, institute or have instituted against them proceedings seeking a judgement of insolvency or bankruptcy; have a resolution passed for its winding up or liquidation; seeks or becomes the subject of the appointment of an administrative receiver or similar official in respect of its assets; enter into any arrangement or composition with its creditors; cease or threaten to cease to carry on any significant part of its business; suffer a change of management or ownership which Little Pea deems to be against its interests;
- DATA PROTECTION
(A) By placing an order with Little Pea, the Client consents to its details being used for accounting and marketing purposes. The details will be kept by Little Pea even after the Client’s trading relationship with Little Pea has terminated.
(B)Little Pea may use the Client’s personal data to let clients know about goods and services similar to the goods or services provided to the client previously and any others matters that Little Pea consider may be of interest to clients.
- FORCE MAJEURE
Little Pea will make every effort to carry out the Client’s instructions and the order but shall be under no liability if unable to carry out any provision of the order for any reason beyond Little Pea’s reasonable control (without limiting the foregoing) including the inability to secure labour, materials or supplies, breakdown of machinery, or as a result of the Act of God, war, labour dispute, fire, flood, drought, legislation, failure of power supply or any other cause beyond Little Peas reasonable control. During the continuance of such instance of Force Majeure the Client may by notice in writing to Little Pea elect to terminate the order and pay for works, services and/or supplies provided or used up to such notice but subject thereto shall otherwise accept delivery when available.
- VARIATION TO TERMS AND CONDITIONS
These terms and conditions may be amended from time to time by Little Pea (but not for the avoidance of doubt by any clients). The latest version of these terms and conditions may be accessed via the Website.
- ILLEGALITY AND SEVERANCE
If any provision of these terms and conditions is held by an competent authority to be invalid or unenforceable in whole or in part then that provision shall, to the extent required, be severed from the order and shall be ineffective without as far as possible modifying any other provision or part of the order and this shall not affect any other provisions of the order which shall so far as is reasonably possible remain in full force and effect.
- INVALIDITY OF OTHER TERMS
Unless expressly agreed to in writing, no other terms (including those contained on any purchase order supplied by a client) nor any representation will form part of any contract between Little Pea and the Client and these terms and conditions will, in absence of any written agreement between Little Pea and the customer stating otherwise, represent the entirety of the terms of such contract.
Any notice to be required to be served under any contract between Little Pea and the Client shall be in writing and delivered personally or sent by first class prepaid post to, in the case of Little Pea, the address of the outlet operated by Little Pea and, in the case of the Client, to the address of the Client detailed in the order form. Any such notice shall be deemed properly served, in the case of personal delivery on delivery and in the case of posting two working days after the date of posting.
These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract between Little Pea and the Client into which these terms are incorporated.