This is a summary of our Seller Terms of Business.

•       Last Minute Sass provides a booking platform where you can advertise the Seller Services that you offer to a much wider range of potential customers.

•       We are responsible for arranging and concluding Customer bookings and are appointed under these Terms of Business as your commercial agent to do so. We will collect payments and the Service Charge from Customers on your behalf and successful receipt of payment by us from our Customers will discharge their debt to you.

•       The money is held for 24 hours and the Fees will be deducted automatically, before being transferred to your supplied billing details held on file.

•       If you do have any issues, please contact your dedicated account manager or customercare@lastminutesass.com as soon as possible.

•       You are responsible for the Seller Services that you provide to Customers and the contract for those Seller Services is between you and the Customer. We are in no way liable to Customers for the Seller Services they receive from you.

•       You have a number of obligations to Last Minute Sass in return for receiving the Last Minute Sass Services. These are set out in detail in the full version but some important ones are as follows:

 

·         You agree to direct your ALL your Customers through the Website;

·         You agree to process and supply the Seller Services to the highest industry standards;

·         You must at all times provide the Seller Services on the Website at the same prices you offer to the general public;

·         You agree to tag Last Minute Sass Social Media in your relevant social media posts relating to a service facilitated by Last Minute Sass; and

·         You must ensure that you have all licenses, consents, authorities & insurance that are required for you to perform the Seller Services.

         

•       Customers should be allowed to reschedule or cancel a Dated Booking up until 72 hours before the time of the appointment.

•       It is very important that all the Seller Content you upload to your Page(s) is accurate, not misleading and legally compliant. E.g. the photographs you upload must be your own or if not your own you must have the legal right to use them.

•       If you want to talk to us, please get in touch with our team and we’d be happy to help:

Email: customercare@lastminutesass.com

 

(BELOW IS THE FULL VERSION)

Please read these Seller Terms of Business (as well as the Booking Terms and Conditions) carefully before you begin using the Last Minute Sass Services, as these will apply to your relationship with Last Minute Sass. We recommend that you print a copy of these Seller Terms of Business for future reference. If you do not agree with these Seller Terms of Business, you must not use the Last Minute Sass Services.

 

1.    DEFINITIONS

1.1.  “Agreement” means this agreement which sets out the terms and conditions upon which Last Minute Sass shall provide the Last Minute Sass Services to the Seller and which comes into effect on the Effective Date;

1.2.  “Booking Terms and Conditions” means Last Minute Sass’ booking terms and conditions in relation to the third party products or services offered on the Website;

1.3.  “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks are open for business;

1.4.  “Customer” means any person who purchases or receives the Seller Services;

1.5.  “Data Protection Legislation” means the DPA, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws and regulations relating to the processing of personal data and privacy;

1.6.  “Dated Booking” means an Order where at the time of making the Order the Customer books a time and/or date at which to receive those Seller Services;

1.7.  “Distribution Channels” means any third party website or other media through which the Last Minute Sass Services are from time to time provided;

1.8.  “DPA” means the Data Protection Act 1998 (as amended from time to time);

1.9.  “Effective Date” means the earlier of (a) the Seller beginning to receive the Last Minute Sass Services or (b) if the Seller uses the online “Self-Sign Up” form, the date on which the Seller ticks the box to confirm its acceptance of this Agreement or, if the Seller enters into this Agreement pursuant to a meeting or other direct communication with Last Minute Sass, the date on which the Seller is sent a confirmatory copy of this Agreement from Last Minute Sass (which will usually be by email on the same day as that meeting or other direct communication);

1.10.               “Fees” means the Service Charge and Seller Fee, payable in order to receive the Last Minute Sass Services;

1.11.               “Fulfilled Order” means an Order in respect of which the Seller has successfully provided the Seller Services to the Customer

1.12.               “Seller Fee” means the fee, as agreed, that is taken directly from the fee paid by the Customer;

1.13.               “Indemnified Third Party” has the meaning set out in clause 7.7;

1.14.               “Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to register-able rights, any applications made or rights to make applications in respect of any such rights;

1.15.               “Material Breach” means a breach (including an anticipatory breach) that is not minimal or trivial in its consequences to Last Minute Sass, including but not limited to a breach of clauses 4.1, 4.2, 4.3, 4.6, 4.7, 4.12, 4.13, 4.14, 7, 8.2 and/or 8.4. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;

1.16.               “Order” means any order by a Customer for any of the Seller Services;

1.17.               “Page(s)” means the internet page or pages and contents of the Seller’s designated section of the Website or Distribution Channels (including the Seller’s Last Minute Sass “homepage” and each page for the Seller Services offered on the Website) along with any applicable page or pages and contents of the Seller’s own website(s);

1.18.               "Seller" means the person signing up to use the service to advertise their business.

1.19.               “Seller Services” means the services that the Seller is in the business of providing and supplying to Customers and which are marketed to Customers by the Seller through use of the Last Minute Sass Services;

1.20.               “Seller Content” means any information, documentation, equipment, software, photographs or other material (which may include the Seller name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;

1.21.               “Seller Terms and Conditions” means any Seller terms and conditions of sale and/or terms of business;

1.22.               “Last Minute Sass” means Last Minute Sass, registered at 58 Gorsey Croft, Eccleston Park, Prescot, Merseyside, L34 2RT;

1.23.               “Last Minute Sass Photographer” means an independent photographer whose services are contracted for by Last Minute Sass and whom may be instructed by Last Minute Sass to provide the Photography Service to a Seller;

1.24.               “Last Minute Sass Services” means the benefits and services a Seller may receive from Last Minute Sass, as set out in the Pricing Table;

1.25.               “Last Minute Sass Social Media” means the social media channels of Last Minute Sass, included but not limited to Facebook, Instagram and Twitter;

1.26.               “Photography Service” means the photography service that may be provided to Sellers by Last Minute Sass pursuant to the terms and conditions set out in clause 4 of this Agreement;

1.27.               “Service Charge” means the fee payable by the Customer in respect of their use of the website, paid at the time of checkout;

1.28.               “Website” means the website at www.lastmintesass.com

 

2.    LAST MINUTE SASS SERVICES

 

2.1.  In consideration of the Seller performing all its obligations herein and subject to this Agreement, Last Minute Sass shall provide the applicable Last Minute Sass Services to the Seller.

2.2.  In respect of all Orders, Last Minute Sass shall act and is hereby appointed as agent at law for the Seller to conclude the Order with a Customer and collect and process payments on behalf of the Seller and nothing herein shall prevent or limit the Seller from remaining fully responsible and liable for their provision and supply of Seller Services to Customers.

2.3.  Where a Seller wishes to cease receiving the Last Minute Sass Services, the Seller must give Last Minute Sass at least 30 days’ notice in writing and will remain liable to pay any applicable Fees in relation to the notice period.

Last Minute Sass may in its sole discretion, change the amount of any Fees and/or the rate of Commission at any time

 

3.    PHOTOGRAPHY SERVICE

3.1.  Last Minute Sass may at its sole discretion offer the Photography Service to Sellers. Where Last Minute Sass provides the Photography Service to a Seller the following additional terms and conditions shall apply: 


3.2.  No warranties or guarantees are made about the quality of the photographs taken by the Last Minute Sass Photographer (the “Photos”) and/or their content or layout. It will be the responsibility of the Seller to ensure that all necessary persons (if any) to be photographed are present at the appointment with the Last Minute Sass Photographer (the “Appointment”) and to agree with the Last Minute Sass Photographer that the set up and content of the Photos are to the Seller’s satisfaction.

 

3.3.  The Seller may only use and publish the Photos on the following media: on the Website, the Distribution Channels (to the extent applicable) and on the Seller’s own website and social media pages. For the avoidance of doubt the Photos may not be used on any other online marketplace on which the Seller advertises the Seller Services. A limited amount of cropping is acceptable but no other editing of the Photos is permitted and Sellers are strictly prohibited from removing any of Last Minute Sass’ copyright notices from the Photos.

 

3.4.  The Seller hereby acknowledges and agrees that the Photos are used under an exclusive and non-assignable licence that will automatically cease if the Seller leaves the Last Minute Sass platform. With the exception of the rights under that licence, the Seller will not have any Intellectual Property Rights in the Photos. Last Minute Sass will own all Intellectual Property Rights in the Photos.

3.5.  The Seller may not print, distribute, use, publish, exploit, edit, crop, alter or otherwise deal with the Photos except in accordance with clause 4.2 of this Agreement or with the prior written consent of Last Minute Sass, to be given at the sole discretion of Last Minute Sass and which may be subject to further Fees.

 

4.    SELLER OBLIGATIONS

4.1.  In consideration of receiving the Last Minute Sass Services, the Seller agrees to the Fees and to accept all Orders and process and supply the Seller Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this Clause 4. A breach of this Clause 4.1 will be a Material Breach of this Agreement.

4.2.  The Seller must accept all Orders and may only decline to accept the same in exceptional circumstances, otherwise the Seller shall be considered to be in Material Breach of this Agreement.

4.3.  The Seller must agree to tag Last Minute Sass Social Media in the relevant social media posts regarding services facilitated by the Website.

4.4.  In respect of all Orders, the Seller is obliged to comply with the cancellation and rescheduling policy set out in clause 4 of the Booking Terms and Conditions. In summary:

4.4.1.     Last Minute Sass will offer a refund in respect of Dated Bookings which are cancelled (or unable to be rescheduled) provided the relevant appointment is not due to take place in 72 hours.

4.5.  The Seller is responsible for ensuring that all Seller Content (especially details of and prices for the Seller Services) that it publishes or provides to Last Minute Sass to publish on the Page(s) is accurate, correct and not misleading. The Seller should only upload photographs to its Page(s) which have been taken at the Seller’s own venue and should always ensure that it has the right to use any such photographs uploaded. Any breach of this clause 4.6 is a Material Breach of this Agreement. If the Seller does not have any photographs available to upload, Last Minute Sass is happy to upload some suitable photographs from its own database so please just let us know.

4.6.  The Seller must at all times supply the Seller Services on the Website at a price which is accurate and conforms with the best available rate offered to the general public in the Seller’s venue or on the Seller’s own website. If a Customer provides proof of a better price available to the general public at the Seller’s venue or on the Seller’s own website for Services booked through the Website, Last Minute Sass reserves the right to refund the Customer the difference and to adjust the amount paid to the Seller in connection with those Seller Services accordingly. For the avoidance of doubt, the Seller is permitted to offer lower prices or special offers to closed groups of individuals, both online and offline, e.g. to members of its own loyalty scheme, and also on other alternative online sales platforms.

4.7.  In respect of Dated Bookings, the Seller is solely responsible for ensuring that the information on Connect regarding time and date availability is kept completely up to date so that potential Customers are able to view the accurate time and date availability at the time of making an Order.

4.8.  The Seller shall not solicit Customers to make Orders otherwise than through the Website or Distribution Channels and must direct all their Customers through the Website. Last Minute Sass reserves the right to exercise its discretion in relation this clause.

4.9.       Where a Customer makes an Order and the Seller encourages that Customer to cancel their Order and make a separate booking directly with the Seller, the Seller shall be in Material Breach of this Agreement.

4.10.     If Last Minute Sass has reasonable grounds to suspect that the Seller has made or makes any direct or indirect attempt to avoid paying any Fees, this shall be a Material Breach of this Agreement and shall give Last Minute Sass the right, without limiting other remedies available to it, to withhold and retain any payments due to the Seller under this Agreement.

 

5.    CUSTOMER SERVICE AND COMPLAINTS

5.1.  The Seller shall endeavor to provide top quality Seller Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Orders or potential Orders including dealing with Customer complaints.

5.2.  The Seller shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Seller Services, save where such liability arises as a result of Last Minute Sass’ negligence.

5.3.  Last Minute Sass shall refer any Customer complaints it receives to the Seller and the Seller shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Seller’s receipt of a complaint (whether the complaint has come directly from the Customer or via Last Minute Sass).

5.4.  The Seller shall make all efforts to reach a resolution to any complaints within 14 days and must notify Last Minute Sass of any correspondence between the Seller and the Customer relating to the complaint and generally keep Last Minute Sass apprised of its progress and the status of the complaint.

5.5.  The Seller hereby acknowledges and accepts that the Website includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Last Minute Sass and with the Seller (particularly in relation to the Seller Services) (“User Generated Content”). The Seller should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers, which is outside Last Minute Sass’s control. There is an option for the Seller, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Seller posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Last Minute Sass (and may be removed or amended in Last Minute Sass’s sole discretion if Last Minute Sass deems it reasonably necessary to do so). For the avoidance of doubt, the Seller shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Seller. However, if the Seller, acting reasonably, feels that any User Generated Content is defamatory of the Seller or any person or in some other way is a violation of any person’s legal rights, the Seller may flag and report that User Generated Content to Last Minute Sass. In such case, Last Minute Sass shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content).

 

6.    CUSTOMER DATA

6.1.  For the purposes of this clause, “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given to them in the DPA.

6.2.  Subject to Clause 6.4, Last Minute Sass and the Seller acknowledge that, for the purposes of the Data Protection Act 1998, Last Minute Sass is the data controller and the Seller is the data processor of any Customer personal data.

6.3.  Subject to Clause 6.6, the Seller may not use Customer personal data collected through Connect for any purpose other than fulfilment of the relevant Order.

6.4.  The Seller may collect Customer personal data separately and directly by itself (for example, where Customers have booked Seller Services otherwise than through use of the Last Minute Sass Services and where the Seller has separately obtained permission directly from the Customer to use their data), in which case, in respect of that data, the Seller shall be the data controller of that Customer personal data for the purpose of the DPA.

6.5.  When the Seller is processing Customer personal data as a data processor for Last Minute Sass (e.g. personal data on Connect) the Seller shall:

6.5.1.                process the personal data only in accordance with instructions from Last Minute Sass (which may be specific instructions or instructions of a general nature);

6.5.2.                comply with all Data Protection Legislation;

6.5.3.                process the personal data only to the extent and in such manner as is necessary or as is required by law or by any regulatory body;

6.5.4.                promptly comply with any request from Last Minute Sass requiring it to amend, transfer or delete the personal data;

6.5.5.                implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

6.5.6.                take all reasonable steps to ensure the reliability of its staff and agents who may have access to the personal data and ensure that such staff and agents (a) are informed of the confidential nature of the personal data; and (b) have undertaken training in the laws relating to handling personal data;

6.5.7.                not cause or permit the personal data to be published, disclosed or divulged, or transferred to a third party or to be transferred outside of the European Economic Area without the prior consent of Last Minute Sass; and

6.5.8.                notify Last Minute Sass within five (5) Business Days if it receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data or to either party’s compliance with the DPA and the data protection principles set out therein, and it shall provide Last Minute Sass with full co-operation and assistance in relation to any such complaint, notice or communication.

6.6.  Any breach of this Clause 6 will be a Material Breach of this Agreement.

6.7.  This Clause shall survive the termination or expiry of this Agreement.

 

7.    SELLER WARRANTIES AND INDEMNITY

7.1.  The Seller shall provide Last Minute Sass with any Seller Content it reasonably requires to be provided with in order to supply the Last Minute Sass Services.

7.2.  The Seller warrants that all Seller Content it supplies to Last Minute Sass in connection with this Agreement and/or publishes (or provides to Last Minute Sass for publication) on the Website (and the Distribution Channels, if applicable) will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency.

7.3.  The Seller hereby grants Last Minute Sass the right:

7.3.1.     to use and publish the Seller Content in connection with the provision of Last Minute Sass Services;

7.3.2.     to remove, edit, cut-down or otherwise amend Seller Content published on any Pages, including without limitation where such Seller Content does not, in Last Minute Sass’s opinion comply with the warranties at Clause 7.2, or is otherwise in breach of the terms of this Agreement; and

7.3.3.     to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Seller or any brands used in connection with the Seller Services.

7.4.  The Seller warrants, represents and undertakes that it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Seller Services and shall obtain all licences, consents, authorities and insurance it is either necessary or reasonably prudent for the Seller to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Seller Services).

7.5.  Any breach of the warranties in clauses 7.2 or 7.4 will be a Material Breach of this Agreement.

7.6.  The Seller hereby agrees to indemnify, keep indemnified and hold harmless Last Minute Sass and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal fees and disbursements) and losses (including but not limited to 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 reasonable professional costs and expenses arising out of or in connection with any breach by the Seller of any term of this Agreement or arising out of any action brought by any third party relating to the Seller Services provided (or not provided), or actions (or failure to act), of the Seller or any person (other than Last Minute Sass) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Seller Content or a Customer visit to the Seller’s venue.

7.7.  The Seller acknowledges that Last Minute Sass enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”’) and that the rights in respect of indemnification set out in Clause 9.6 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Last Minute Sass as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Seller and Last Minute Sass may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.

7.8.  This Clause shall survive the termination or expiry of this Agreement.

 

8.    PAYMENT TERMS

8.1.  Last Minute Sass may issue monthly statements to the Seller on the 1st of each calendar month (the “Monthly Statement”).

8.2.  The Monthly Statement may itemise all categories of Orders and Charges including:

8.2.1.     Fulfilled Orders made on the Website; and

8.2.2.     Cancellations.

8.3.  If the Seller has any concerns regarding the Monthly Statement, the Seller should contact its designated account manager at Last Minute Sass or customercare@lastminutesass.com.

8.4.  If the Closing Balance is zero, the Invoice Statement will state that the Closing Balance is settled and there is nothing further for Last Minute Sass or the Seller to do in respect of that Invoice Statement.

8.5.  Last Minute Sass has the right to deduct (a) any Seller Fee and (b) any Service Fee, payable to Last Minute Sass for its services by the Seller; and (c) any refunds or chargebacks relating to Orders, from any balance collected by Last Minute Sass on behalf of the Seller.

8.6.  All payments due from Last Minute Sass to the Seller shall be made via bank transfer or PayPal using the details provided by the Seller to Last Minute Sass and it is the Seller’s responsibility to ensure that these details are correct. Last Minute Sass will only make payments due to the Seller directly to the Seller and cannot make payments to any third party.

8.7.  Last Minute Sass reserves the right to charge interest on all amounts payable to Last Minute Sass from the Seller which are not paid by the relevant due date at the annual rate of 4?ove the official base rate from time to time of the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Last Minute Sass receives the full outstanding amount together with all accrued interest.

 

9.    TERM OF AGREEMENT

9.1.  This Agreement commences on the Effective Date and will continue in effect unless terminated in writing on not less than 30 days’ written notice by either party.

9.2.  Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:

9.2.1.     the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or

9.2.2.     the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;

9.2.3.     an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;

9.2.4.     that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;

9.2.5.     that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);

9.2.6.     anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or

9.2.7.     the other party ceases, or threatens to cease, to carry on business.

9.3.  Where a party terminates this Agreement pursuant to this clause 11, such party shall have no liability to the other in respect of such termination. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

 

10.  CONFIDENTIALITY

10.1.               Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

10.2.               Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.

10.3.               The terms of and obligations imposed by this Clause 10 shall not apply to any Confidential Information which:

 

10.3.1.   at the time of receipt by the recipient is in the public domain;

10.3.2.   subsequently comes into the public domain through no fault of the       recipient, its officers, employees or agents;

10.3.3.   is lawfully received by the recipient from a third party on an unrestricted basis; or

10.3.4.   is already known to the recipient before receipt hereunder.

 

10.4.               The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.

10.5.               This Clause shall survive the termination or expiry of this Agreement.

 

11.  LIABILITY

11.1.               Subject to Clause 11.2, Last Minute Sass’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Fees due and payable to Last Minute Sass hereunder on the date of the event giving rise to the relevant claim. Further, Last Minute Sass shall not be liable for any loss of income or profits, loss of contracts, goodwill, use or data, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Last Minute Sass has been advised by the Seller of the possibility of such loss or damage).

11.2.               Nothing in this Agreement shall exclude or in any way limit Last Minute Sass’ liability for fraud or for death or personal injury caused by its negligence or for its willful default or any other liability to the extent the same may not be excluded or limited as a matter of law.

11.3.               This Clause shall survive the termination or expiry of this Agreement.

 

12.  MISCELLANEOUS

12.1.               All rights to the Website and the content on it (save for Seller Content) (and all other Intellectual Property Rights belong to or licensed to Last Minute Sass) remain vested in Last Minute Sass at all times. Nothing in this Agreement shall give the Seller any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Seller Content), Last Minute Sass may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.

12.2.               In the event of a change of control or senior management of the Seller, the Seller must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Last Minute Sass of the relevant new personnel’s contact details.

12.3.               Any notice, invoice or other communication that either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.

12.4.               We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, so please review our terms regularly.

12.5.               The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as Sellers, joint venturers or co-owners.

12.6.               Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).

12.7.               Subject only to the provisions of clause 7.6 an 7.7, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.

12.8.               The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

12.9.               If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

12.10.             This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

12.11.             This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.

 

Last Minute Sass

 

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