What part of these Terms apply to me?
This agreement governs your use of the Le-Toots website, located and accessible at www.le-toots.co.uk (Platform) and any other services made available. By using the Platform, you agree to be bound by this agreement, which forms a binding contractual agreement between you, the User, and us, Le-Toots Ltd, being a company incorporated in England and Wales with company number 15715000 and having its registered office address at 85 Great Portland Street, First Floor, London, England, W1W 7LT (Le-Toots, the Company, we or us).
The remainder of this agreement is divided into two parts:
- (Coming soon) Part A (Sellers), which sets out terms that apply to all Users including Sellers, who may register for a Seller Account and/or by virtue of sending written instructions to us to sell photographs, images, snaps, pictures, videos, video clips etc. (Content) through the Platform; and
- Part B (Browsers & Buyers), which sets out additional terms that apply to all Users including those who only want to browse the Platform and Buyers, being Users who register for a Buyer Account and/or offer to buy Content from the Sellers or us through the Platform.
If you intend to use the Platform as a Seller of the Content, only Part A of these Terms will apply to you.
If you intend to use the Platform as a Browser/Buyer of the Content, only Part B of these Terms will apply to you.
When we talk about the “Content” in this agreement, we are referring to photographs, images, snaps, pictures, videos, video clips etc. as sold by Sellers or us on the Platform through our website.
Part B - Browsers & Buyers
Eligibility
This Platform is not intended for use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are over the age of 18 years and accessing the Platform for personal use only. You must also not knowingly allow anyone under the age of 18 access to the Platform.
Please do not access the Platform strictly if you are under the age of 18 years old, or if you have previously been suspended or prohibited from using the Platform.
Accounts
In order to use most of the functionality of the Platform, the Users are required to sign-up, register and receive an account through the Platform (an Account).
As part of the Account Registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, date of birth, preferred profile name, a secure password, mobile phone number, and other information as determined by the Company from time to time.
You warrant that any information you give to the Company in the course of completing the Account Registration process will always be accurate, honest, correct and up to date.
The Buyers and Sellers will not be able to communicate via the Platform.
(Coming Soon) Buyers can send Customisation Requests only, to which the Seller may accept or decline. These requests must strictly be via the Platform only. Any such Customisation Requests are monitored and will be deleted if any personal information is shared. You agree to ensure that your Account does not display any of your personal contact information (such as full name, email address, phone number or any Social Media Accounts), except profile name at any time so that it can be viewed by any other User. You agree to not give your contact details to any other User.
Once you complete the Account Registration process, the Company may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
In the event the Company notices any concerning behaviour amongst the Users, it will notify the respective Users immediately.
The Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
User Obligations
As a User you agree:
- not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
- to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security.
- to not use the Platform for any other purpose or any activities, in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
- in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by the Company;
- not to act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Platform;
- not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company;
- that the Company may change any features of the Platform or Content offered through the Platform at any time without notice to you;
- that information given to you through the Platform, by the Company or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
- that the Company may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause.
Posted Materials
Warranties
By providing or posting any Content related information, Materials or other content on the Platform (Posted Material), you represent and warrant that:
- you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
- the Posted Material is accurate and true at the time it is provided;
- any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of your experience;
- the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit Material;
- the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
- the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar Proprietary Rights, whether Registered or Unregistered, anywhere in the world;
- the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
- the Posted Material does not breach or infringe any applicable laws.
Licence
You grant to the Company a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for the Company to use, exploit or otherwise enjoy the benefit of such Posted Material.
If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release the Company from any and all claims that you could assert against the Company by virtue of any such moral rights.
You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third-party claim that your Posted Material infringes any Third Party’s Intellectual Property Rights.
Removal
The Company may, in its absolute discretion, review and remove any Posted Material (including your profile or Content listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material. However, the Company has no obligation to screen Posted Material in advance of it being posted as it acts as a passive conduit for the online distribution of Posted Material.
You agree that you are responsible for keeping and maintaining records of Posted Material.
Refunds, Service Interruptions & Cancellations
To the maximum extent permitted by law, the Company will have no liability or obligation to you if:
- a Buyer requests customised or personalised Content but does not end up buying the Content; or
- for whatever reason, including technical faults, the Content as listed on the Platform cannot be downloaded,
and you will not be entitled to any compensation from the Company (except for a refund wherever applicable).
Identity Verification
(Verification) We may require Users to verify their details (including name and date of birth) using our processes or an external identity verification service as applicable. We request you to kindly mask/redact any other personal information on the identity card and only provide us with a name and date of birth information and proof.
(Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy. Where an external verification service is used, you acknowledge and agree that:
- we may contact and share your personal information with a verification service to verify your details;
- you consent to us receiving, sharing and using this information to enable us to carry out the verification service.
(Warranty and Indemnity) You acknowledge and agree that:
- we are reliant on the information provided by you to us or to the verification services to verify your identity and to the extent permitted by law; and
- we do not endorse any User or Content.
Online Payment Partner
We may use Third-Party online Payment Partners, currently e.g., PayPal (Online Payment Partner) to collect payments on the Platform, including for our Platform.
The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the Terms & Conditions and Privacy Policies of the online Payment Partner.
You agree to release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the online Payment Partner’s Platform or any error or mistake in processing your payment.
We reserve the right to correct, or to instruct our online Payment Partner to correct, any errors or mistakes in collecting your payment.
Service Limitations
The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that the Company cannot and does not represent, warrant or guarantee that:
- the Platform will be free from errors or defects;
- the Platform will be accessible at all times;
- information you receive or supply through the Platform will be secure or confidential; or
- any information provided through the Platform is accurate or true.
Intellectual Property
The Company retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Material) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Material without prior written consent from the Company or as permitted by law. For the sake of clarity, this does not imply any rights in the Content sold on the Platform, and the Company does not hold any title to the Content (unless expressly mentioned).
In this clause, “Intellectual Property Rights” means all copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.
Third Party Content
The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Material). The Company accepts no responsibility for Third Party Material and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third-Party Material.
Third Party Terms
Any service that requires the Company to acquire goods and services supplied by a third party on behalf of the Users (including a third-party payment service) may be subject to the terms and conditions of that third party (Third-Party Terms), including ‘no refund’ policies.
Users agree to familiarise themselves with any Third-Party Terms applicable to any such goods and services and, by instructing the Company to acquire the content or services on the User’s behalf, the User will be taken to have agreed to such Third-Party Terms.
Disputes Between Users
You should direct and report any complaint relating to another User to us by sending an email at customer.support@le-toots.com. We will assess the complaint and attempt to quickly and satisfactorily resolve it within 48 working hours.
Any costs you incur in relation to a complaint or dispute will be your sole responsibility.
The Company has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
If you have a dispute with the Company, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
Notwithstanding any other provision of this clause, you or the Company may at any time cancel your Account or discontinue your use of the Platform.
Security
The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
Disclaimer
(Marketplace service) The Company enables the marketplace for Buyers and Sellers for the purposes of displaying and selling Content via the Platform. The Company simply collects a commission or service fee in consideration for providing this marketplace service and does not have any obligations or liabilities to, and is not a party to any contract between, Buyers and Sellers (unless agreed in writing) in relation to such services or otherwise resulting from the marketplace.
The Company enables and facilitates a Platform for listing Content that enables the Seller to offer or sell the Content and the Buyer to buy the Content, particularly for photographs, images, snapshots, and pictures on an ‘as is, where is’ basis. The Company is not involved in the actual transaction between the Buyers and Sellers except as provided herein.
The Company facilitates the transactions by way of listing the Content from the Sellers or other Users (non-Sellers) on the Platform for targeted Buyers; providing the Platform for the Listings, payment, and invoicing such as receiving funds from the Buyer and making payments to the Seller; allowing the buyer to stream and download the Content for the payment; and assisting Buyers with storage (coming soon) on the Platform.
(Limitation of liability) To the maximum extent permitted by applicable law, the Company excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Seller. This includes the transmission of any computer virus.
(Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.
(Indemnity) You agree to indemnify the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives:
- breach of any term of this agreement;
- use of the Platform; or
- your provision or receipt of services from another User.
To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
Confidentiality
You agree that:
- no information owned by the Company, including system operations, documents, marketing strategies, and User information, may be disclosed or made available to any third parties; and
- all communications involving the details of other Users on this Platform and of the Sellers and Buyers are confidential and must be kept as such by you and must not be distributed nor disclosed to any third party.
Non-User Sellers
This clause will specifically apply to those non-users who wish to sell/donate their Content on the Platform. If you are not a registered User on the Platform but would still like us to sell the Content on your behalf on the Platform, you may contact us via email at customer.support@le-toots.com.
The Company will be able to assist you in selling the Content as a non-User on the Platform and may enter into a separate arrangement on the Terms and Conditions mentioned therein. Such non-Users may send the Content to the Company to sell it on the Platform. The Content should be in accordance with this agreement including appropriate rights in the Content to the Company to sell, display, publish and list or offer on the Platform for sale. If applicable, the Content is sold on the Platform, the Company may pay the appropriate amount to such non-User in accordance with Part B of this agreement or as mutually agreed in writing.
Privacy
You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed here
Collection Notice
We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
Our Privacy Policy contains more information about how we use, disclose and store your information and details about how you can access and correct your personal information.
Termination
Either the Company or the User may terminate the User’s account at any time for any reason.
In the event that a User’s Account is terminated:
- the User’s access to the Platform will be revoked;
- the User will be unable to view any Content listing or their history on the Platform; and
- the User may be unable to view the details of the Content listings previously posted by the respective User which will also be removed from the Platform.
Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time using the Platform’s functionality, where such functionality is available, they may do so by going to their Account settings and deleting their profile from the Platform. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User to us via email at customer.support@le-toots.com.
Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
Tax
You are responsible for the collection and remission of all taxes associated with the Content you download, provide or receive or any transactions through your use of the Platform, and the Company will not be held accountable in relation to any transactions between Buyers and Sellers where tax related misconduct has occurred.
Records
To the extent permitted by law, the Company reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including inquiries, specific Customisation Requests, reviews, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving the Company.
Notices
A notice or other communication to a party under this agreement must be:
- in writing and in English; and
- delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified t, then the email address most regularly used by the parties to correspond regarding the subject matter and date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
- 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the United Kingdom, in which case the notice will be taken to be given on the next occurring business day in United Kingdom; or
- when replied to by the other party,
whichever is earlier.
General
Governing Law & Jurisdiction
This agreement is governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
Third Party Rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Waiver
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Severance
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
Joint & Several Liability
An obligation or liability assumed by, or a right conferred on two or more persons binds or benefits them jointly and severally.
Assignment
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
Costs
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
Entire Agreement
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
Interpretation
(singular and plural) words in the singular include the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, a consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely by a party because that party was responsible for the preparation of this agreement or that provision.
Buyer Specific Terms:
Buying & Delivering of Content
You acknowledge and agree that:
- if you respond to a Content Listing and make the payment for the Listing Price as listed on the Content Listing, that will constitute your contract with the Seller;
- for each Content you purchase on the Platform, the Listing Price shall be paid by you to the Company by way of using any of the Online Payment Partners; and
- any terms and conditions relating to Content, as listed more appropriately under each Content Listing via the Platform, are solely between you and the relevant Seller and do not involve the Company in any way, except that such terms and conditions must not be inconsistent with your or the Seller’s obligations under this agreement.
- When you submit a Customised Request on the Platform, you must only submit requests for the Content that would not include any photos or images: (i) that are defamatory, racist, pornographic, hurting religious sentiments, insulting, or violating any applicable laws; (ii) that are purposely taken by Seller (upon your request) without the appropriate consent or permission of another person; and (iii) that includes any trademarks, brands, logos of any third-parties.
- When you buy Content on the Platform, such Content will be delivered to you within a period of 6 hours from the successful payment via (a) your nominated or associated email address with your Account, or (b) (coming soon) within your Account directly, if you have purchased storage services on the Platform itself, in accordance with these terms, dependent on the available delivery methods at the time of purchase.
- You acknowledge that upon delivery of the Content you will not edit, alter, or modify the Content and use it morally and ethically as per the applicable laws.
- You acknowledge that due to security measures, all the Content on the Platform will be displayed with a watermark until they are purchased and downloaded. The watermark will be removed upon downloading the Content from the Platform.
- All your purchases on the Platform will be saved or stored on your Account in a thumbnail format, or if you have purchased a storage plan, (coming soon) then you will be able to store and access the Content in your Account’s gallery. You may access all your purchases at any time by logging into the Account. If you wish to delete your Account in future, we request you to download all your purchases on your personal device before deleting the Account. You understand that the Company will delete the account including the purchase history and you will not hold the Company liable for any loss of your data or purchase history.
- You understand that the Company provides various storage plans as per your needs (coming soon). If you wish to avail all your purchases consolidated in a gallery view (and not thumbnail), you may opt for one of the storage plans offered by the Company.
Payment
(Payment Obligations) Unless otherwise agreed in writing with the Seller, you must pay for all Content specified in a Content Listing prior to the Company or Seller delivering the Content to you.
(Taxes) The applicable tax will be charged on the Listing Price for all the Content Listings;
(Card Surcharges) Our Online Payment Partner may charge credit card surcharges if payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express). Such card surcharges will be solely borne by you and not by the Company.
(Pricing Errors) In the event that the Company discovers an error or inaccuracy in any price at which your order was purchased via the Platform, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Seller, you will then have the option of purchasing the relevant Content at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
(coming soon) Storage Subscriptions & Cancellations
You understand that all the storage plans are on a paid subscription basis. You must pay for the subscription as per the pricing plan and model displayed on our Platform. If you are a regular User (signed up for the storage subscription more than 6 months ago) and wish to cancel the subscription, you must provide us with at least 30 days’ notice before cancelling your existing plan. Further, if you are new Users (signed up for the storage subscription less than 6 months) and wish to cancel the subscription, you may cancel it immediately, and we will refund you on pro-rata basis only if cancelled within the first 15 days of the billing cycle.
You will not be entitled to any compensation from the Company in relation to any cancellations done by you.
If you wish to cancel your purchased order, you must contact the Company immediately. If the Company decides to investigate your cancellation, you must provide assistance and information to the Company as reasonably requested.
You hereby understand and agree that as soon as you stream and download the Content or a Content is delivered to you pursuant to the Customised Request, you will lose your 14 days right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
Reviews
- Buyers may provide feedback about Sellers regarding the services Buyers received from them via the Platform (Review).
- Reviews may be viewed by any User and will remain viewable until we remove or terminate them.
- Buyers must only provide true, fair and accurate information in their Reviews.
- If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant User from posting further Reviews. We reserve the right to verify each Review made by any User.
- To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
- You may not publish Reviews of Sellers with whom you have or previously had a personal or professional relationship (separately from the Platform).
- You may only write about your own experience about the quality of the Content.
- Your Service Experience must have occurred within the last 12 months when you submit a Review.
Indemnity
You hereby indemnify the Company and hold it harmless from and against any claims, losses, damages, suits, actions, awards (Claims) made against the Company by any third parties for infringement of intellectual property rights or violation of applicable laws, your breach of obligations or warranties under this agreement. This includes the costs necessary to defend or defend against such Claims and also applies to Claims that may be made after termination of your Account with us.
Communication Outside of the Platform
You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Platform.
The Company, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause.