Little Rascals ™ - General Conditions of Contract               

1.             General

Little Rascals ™ hereinafter referred to as "Little Rascals ™" only accepts as binding on itself the Conditions of Contract expressed here alone.  Any terms or conditions contained in any written or printed document of the Client shall be deemed inapplicable.  Any variations of, deletions from, or additions to these conditions will only apply if agreed by Little Rascals ™ in writing. Little Rascals ™ is the public name of Little Rascals ™ Ltd. 

2.             Quotations and Variations

2.1 Any quotation issued by Little Rascals ™ is open for acceptance for a period of two months after its issue, and if not accepted within the said two months shall be deemed to have lapsed unless Little Rascals ™ at its sole discretion elects to extend such period.

2.2  In the case of a service which is to be carried out by Little Rascals ™ in stages and where a delay of more than two months occurs between any two stages occasioned by instruction or act or omission of the Client, Little Rascals ™ may at its discretion withdraw from the contract for the remaining stage or stages but shall be entitled to payment of such amounts as are set out in Clause 9.1 below.

2.3  Variations requested by the Client will be charged for on terms to be agreed in advance with Little Rascals ™ or otherwise on terms no less advantageous to Little Rascals ™ than in the original contract.  Little Rascals ™ shall be entitled at any time in its discretion and without any liability in respect thereof to refuse to agree to any requested variation. 

3.             Travelling Expenses

All travelling, subsistence and out of pocket expenses incurred by Little Rascals ™ or its appointed agents in fulfilling the contract will be charged to the Client in addition to the quoted fee, unless expressly included therein. 

4.             Carriage

All carriage charges will be met by the Client. 

5.             Additional Costs

5.1  Contracts of up to 1 year duration.The cost to the Client shall (save for the additional expenses referred to in Clauses 3 and 4 above) remain fixed in the amount of the quotation issued by Little Rascals ™ to the Client and accepted by the Client, save for any additional costs required to be incurred by Little Rascals ™ in fulfilling the contract which neither Little Rascals ™ nor the Client could have reasonably foreseen at the date of the quotation.  Such costs shall be charged as an additional cost to the Client but Little Rascals ™ shall not incur such costs without first informing the Client of the same and obtaining the Client's instructions to incur such costs.               

5.2  Contracts exceeding 1 year in duration.In the event of the contract being for a period in excess of one year, the contract shall be reviewed by the parties in the tenth month of each twelve month period of the contract for the purpose of discussing any modifications to the agreed programme and any consequential adjustments to the price payable in respect of the contract.  In such review Little Rascals ™ will advise the Client of costs which have changed in that period, and the parties shall discuss adjustments to the price payable in respect of the contract to take account of those changed costs.                Such costs to include but are not limited to:               

5.2.1 Variations to the programme,                                   

5.2.2  Adjustments in the nationally agreed rates of wages and salaries or in the cost of material and transport                                  

5.2.3 Alterations in order regulations and by-laws applicable to the contract.In the event of the parties being unable to agree on any price adjustments, Little Rascals ™ shall be entitled to terminate the contract by written notice and to recover such costs as are set out in Clause 9.1 below. 

6.             Commencement and Completion

6.1  At its discretion Little Rascals ™ shall be entitled to subcontract elements of the work to be performed under the contract.

6.2  Whilst Little Rascals ™ will use every endeavour to complete the said work required by the date specified in the quotation, time of completion shall not be of the essence of the contract.  Little Rascals ™ shall not be liable for any loss to the Client of any nature occasioned by any delay in completion (however caused).

7.             Payment

7.1  Unless otherwise specified, Little Rascals ™ may issue invoices for work completed to date, at various times of its own choosing or at the completion of the work required.  In all cases invoices are issued on 30 day settlement terms and Little Rascals ™ reserves the right if any invoice remains unpaid for 30 days from its date of issue to give seven days written notice to the Client that work on the agreed programme will cease until such time as all outstanding payments are made.  Furthermore Little Rascals ™ reserves the right to charge interest on the outstanding payment at 4% per annum above the base rate of The Bank of England Plc in force from time to time calculated on a daily basis.  Consequential and any other loss arising from any such action shall be the Client's sole responsibility, and Little Rascals ™ shall be entitled at any time after giving of the said seven days notice to terminate the contract by written notice and to recover such amounts as are set out in Clause 9.1 below.  Time of payment is of the essence of the contract.

7.2  All goods, materials and documents supplied under the contract remain the property of Little Rascals ™ until full payment is received by Little Rascals ™. 

8.             Publicity

Neither Little Rascals ™ nor the Client may use the name of the other either directly or by inference for publicity purposes without the written consent of the other.                                

9.             Termination of Contract

9.1  The contract may be terminated immediately by Little Rascals ™ or by the Client, or by mutual consent, if either party gives written notice to the other that in their opinion the object of the contract is not achievable by the agreed programme or in the event of breach of contract by either party or if either party becomes insolvent or in the event of a force majeure. The provisions of this Clause 9.1 shall be subject always to a dispute resolution procedure if the parties should disagree.

9.2  In the event of the contract being determined pursuant to the provisions of these terms and conditions by either party or by mutual consent, the Client shall reimburse Little Rascals ™ or its agents for all work done to date and shall meet for the duration of the original contract period the full costs of Little Rascals ™'s staff recruited by Little Rascals ™ for the contract (provided always that in the event that Little Rascals ™ is able legally and properly to terminate fixed term contracts of Little Rascals ™'s staff recruited by Little Rascals ™ for the contract, Little Rascals ™ will do so and the said full costs will be reduced accordingly).                

10.           Little Rascals ™'s Liability

The Client acknowledges and agrees that any claim it may have in relation to the contract or anything connected therewith would be against Little Rascals ™ and that staff employees and the agents of Little Rascals ™ shall in their personal capacities be in no way liable in respect of such claim. 

11.           No Warranty

11.1   While Little Rascals ™ will use every endeavour to achieve the objectives of the contract, it offers no warranty, express or implied, that the conclusions will constitute a complete or partial solution. 

12.           Risk

Any goods or items of whatsoever nature supplied by the Client to Little Rascals ™ shall at all times be at the risk of the Client and Little Rascals ™ shall not be liable in respect of any loss or damage thereto or arising from any such loss or damage. 

13.           Exclusions

The Client shall be liable for and shall indemnify Little Rascals ™ against any liability, loss, costs, expenses, claims or proceedings whatsoever arising as a result of work done in accordance with the Client's specification which involves any impracticality, inefficiency or lack of safety or other defect where such defect is due (whether in part or in whole) to faults or omissions inherent in the specification. No work will be produced or goods supplied by Little Rascals ™ which to Little Rascals ™'s knowledge will infringe any letters patent, registered design or trade mark or any other intellectual property right but no warranty, express or implied, is given against, and Little Rascals ™ shall not incur any liability because of the existence of such.In the event of Little Rascals ™ being held to have any liability to the Client in respect of the contract, the Client hereby agrees that Little Rascals ™ shall not be liable for any consequential loss, loss of profits or loss of goodwill suffered by the Client, and that the maximum liability on Little Rascals ™ hereunder shall be in the amount of the price paid for the contract.  The Client hereby acknowledges and agrees that the price for the contract has been calculated on the assumption that the provisions of this paragraph are fully valid and effective. 

14.           Consequential Loss   (Third Party)

The Client shall satisfy himself as to the fitness for purpose and safety of all products and services supplied by Little Rascals ™.  Little Rascals ™ shall not be liable for any claims for damages, consequential loss, loss of profits or be called upon to indemnify the Client against claims by other parties in respect of non-delivery, delay in delivery or defects or errors in the work undertaken by Little Rascals ™.Little Rascals ™ shall not be responsible for any loss, damages, expenses or injuries howsoever occasioned to or sustained by any person or any property caused by or in any way arising out of the use of any equipment or any part thereof designed, manufactured or supplied by, or on behalf of, or at the direction of Little Rascals ™ provided that Little Rascals ™ does not seek to exclude liability for death or personal injury caused by the negligence of Little Rascals ™. 

15.           Third Party Rights

15.1  Except as otherwise expressly provided for herein, nothing in these Conditions of Contract shall confer or purport to confer on any third party any benefit or any right to enforce any term of these Conditions of Contract. 

16.           Disputes and Law

16.1  All disputes, differences or questions in respect of any matter or thing arising out of the contract shall be referred to an alternative dispute resolution procedure (ADR) recommended by the Centre for Dispute Resolution, London (CEDR).

16.2  In the event that either Little Rascals ™ or Client elects not to pursue ADR then Little Rascals ™ and Client submit to the jurisdiction of the courts of England and Wales.

16.3  The construction, validity and performance of the contract shall be governed in all respects by the Laws of England and Wales and Portugal.