Terms & Conditions (Vendors)

THE USER AGREEMENT AND TERMS & CONDITIONS FOR VENDORS OF THE BIG SMALL SHOP.

The Terms and Conditions for visitors to our website can be found here.

Operating Procedures Customer Agreement
Issue 01 The Big Small Shop, having its registered office at 3 Portcullis Drive, Wallingford, Oxfordshire, OX10 9LY, Company Number 11839796
(hereinafter referred to as “The Big Small Shop”, “we”, “our”)
And YOU
(hereinafter referred to as “the Customer”)
Summary This Agreement sets out the framework and terms on which the Customer will purchase and we will supply software and services as agreed from time to time and in relation to our e-commerce website and software (hereinafter referred to as the “Software”).
The Customer has agreed to the selected package. THEREFORE the Customer and The Big Small Shop hereby agree and declare as follows:- (ONE) We will provide, and carry out, if selected, appropriate customisation work of, the Software as agreed to the Customer. This will include installation and import of the product database and user training. (hereinafter referred to as the “Works”). (TWO) We will endeavour to have the Works completed within 6 weeks of the initial customisation fee (the “initial fee”) being paid subject to clause 3 below. (THREE) An initial fee of £ (your selected sign up option fee), will be paid by the Customer to The Big Small Shop following which date the monthly membership payments will fall due on that date in each subsequent calendar month. The monthly payment will be subject to Clause 2 of the Terms and Conditions. (FOUR) The Works and this Agreement will be subject to the Terms and Conditions annexed and signed as relative hereto.
Terms and Conditions
1. Initial Fee
The initial fee payable under the contract is due immediately as processed via our website. We reserve the right not to begin the Works until the said initial fee has been cleared in full. The initial fee in the contract does not include the monthly membership payment, the cost of domain registration, hosting set up fee or hosting or any other service unless otherwise specifically agreed. The initial fee is exclusive
2. Monthly Membership
Membership, if included in the contract, shall be on an annual basis, with the first payment falling due on the month after the payment of the initial fee as per clause 1 and on the same date in each subsequent month for as long as the Agreement subsists. The amount due for the monthly membership is subject to clause
3. The customer agrees to display our Logo at their premises, and on any packaging used to ship any order (provided by us at an additional cost), as part of their monthly membership.
4. Monthly Membership packages
The Customer shall choose between retail or tradesmen monthly membership packages, or simply advertising. The amount due under clause 2 shall be dependent on the selected membership
package. Full details of these packages and the amounts due for each are on our ‘Membership Packages’ annexed to the Agreement.
5. Completion
On completion of the Works, the Customer will be notified and have the opportunity to review it. The Customer should inform The Big Small Shop in writing, within seven days of being notified of completion, of any unsatisfactory points/issues or any problems in the Works. Any of the Works that has not been reported in writing to us within the seven-day period will be deemed to have been approved. Once approved, or deemed approved, work cannot be subsequently rejected and the Works will be deemed to have been completed.
6. Late payment
If any payment has not been received by the due date, The Big Small Shop has the right to suspend on-going work or membership for the Customer, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, The Big Small Shop has the right to replace, modify or remove the Membership, or any other provided product, and revoke the Customer’s access to the Software until full payment has been received. None of these actions remove the Customer’s obligation to pay any outstanding monies owing.
7. Liability
The Big Small Shop will be not be responsible or liable for any damage resulting from the loss of or use of data, lost profits, lost anticipated profits or savings, misuse of software or for any damages that are an indirect or secondary consequence of any act or omission whether such damage were reasonably foreseeable or actually foreseeable. The Customer should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure. Both Parties agree that the limitations and exclusions of liability set out in this clause are reasonable and have been agreed taking into account the commercial value of this Agreement to each party and the commercial standing of each party. All liability that is not expressly assumed in this Agreement is hereby excluded. These limitations will apply regardless of the form of action, whether under statute, in contract, delict or any other form of action. Nothing in this agreement shall exclude or limit liability for fraudulent misrepresentation. The customer agrees to adhere to all conditions stated on our website, and accepts that full responsibility of order fulfilment lies with the customer. We simply act as a vehicle. Funds aim to be in our account within 3 working days, and will then be transferred accordingly, less Stripes transaction fees of 1.4% + 20p per transaction and 0.25% of your accounts volume.
8. Customer obligations
The Customer shall:
8.1 Make available to The Big Small Shop, free of charge, such computer facilities, offices and services that are necessary to enable The Big Small Shop to carry out its obligations under this Agreement;
8.2 Ensure that its employees and other contractors (if any) co- operate reasonably with The Big Small Shop and its employees in carrying out the Works;
8.3 Promptly furnish The Big Small Shop with such information or documents as it may reasonably request for the proper performance of its obligations under this Agreement;
9. Proprietary Rights
The Intellectual Property Rights in the Software (including the source and object code) and any associated documentation shall be and remain vested in The Big Small Shop. Any offers and/or proposals made by The Big Small Shop to potential clients should be treated as trade secrets and remain the property of The Big Small Shop. Such offers and/or proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from The Big Small Shop. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information regarding the Works, Software and/or any other The Big Small Shop product or service offered.
10. Entire agreement
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and, together with any Schedules if any, constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing no disclosure agreement shall remain in full force and effect insofar as there is no conflict between the same. The Customer confirms that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
11. Termination
The Customer may terminate this Agreement after an initial 6-month period, by giving at least 30 days’ clear prior written notice to The Big Small Shop. The Developer may terminate this Agreement forthwith on giving notice in writing to the Customer if the Customer commits any serious breach of any term of the Agreement or if the Customer permanently discontinues use of the Software. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights of liabilities of either party nor shall it effect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come in force on or after termination.
12. Data protection
The parties hereby undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation insofar as the same relates to the provisions and obligations of this Agreement.
13. Agency, partnership
This Agreement shall not constitute or imply any partnership, joint venture, agency fiduciary relationship or other relationship between the parties other that the contractual relationship expressly provided for in this Agreement.
14. Amendments This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing by a duly authorised officer or representative of each of the parties hereto.
15. Force Majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a period of more than six months, either party may terminate this Agreement by written notice to the other party.
16. Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent require be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of, or the validity or enforcement of this Agreement.
17. Successors and assignees
This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.
18. Costs
Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.
19. Proper Law and jurisdiction
This Agreement and all matters arising from it and any disputes arising from said Agreement shall be governed by and construed in accordance with the Laws of England and Wales notwithstanding the conflict of law provisions and other mandatory legal provisions save that:
19.1 The Big Small Shop shall have the right to sue to recover its fees in any jurisdiction in which the Customer is operating or has assets; and,
19.2 The Big Small Shop shall have the right to sue for breach of its intellectual property rights and other proprietary information and trade secrets, whether in connection with this Agreement or otherwise, in any country where it believes that infringement or a breach of this Agreement relating to said intellectual property rights is taking place. For the avoidance of doubt the place of performance of this Agreement as agreed by the parties is to be England.
20. Schedules
The provisions of Schedule(s) A…. to this Agreement shall form part of this Agreement as if set out here.