Terms & conditions
Please read these terms carefully before proceeding any further. These terms tell you who we are, how we will provide our services to you, how a contract comes into existence between us, and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1. Who we are and how to contact us
1.1. We are Team Tito Limited (“Tito”, “our”, “us” and “we”) of Unit 2, 64 Dame Street, Dublin 2. We are a registered company in Ireland with company registration number 566334.
1.2. You can contact us by sending an email to support@tito.io. When we contact you we will use the contact details that you have provided us.
2. These Terms
2.1. The following terms and conditions, together with our Privacy Statement and our Cookies Policy (collectively, these “Terms”), govern your access to and use of io.ti.to (the “Website”), any and all text, graphics, images, audio, video, information and other materials available through the Website (together “Content”), functionality, and the services offered on and through the Website, apart from our subscription services, which are covered in our Subscription Terms. These Terms are entered into by and between you and Tito.
2.2. In order to enjoy the services provided on our Website (“Services”), you must read and accept these Terms. By clicking I accept, you indicate your acceptance of these Terms. If you do not want to agree to these Terms, you should not access or use the Website or Services.
2.3. If you are accessing and using the Website on someone else’s behalf, you represent that you have the authority to bind that person as the principal to these Terms, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Website resulting from such access or use. In such a scenario, the words “you” and “your” when used in these Terms will apply to the person on whose behalf you are acting as well as you as an individual as appropriate.
2.4. If you are using our Services on behalf of a corporate entity or organisation, then you agree to these Terms on behalf of that corporate entity or organisation and its affiliates and you represent that you have the authority to do so. In such a scenario, the words “you” and “your” when used in these Terms will apply to your or organisation and its affiliates as well as you as an individual as appropriate.
2.5. We may modify these Terms from time to time to reflect changes in market conditions affecting our business, changes in our business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements and changes in our system. If we do so we will notify you by email to the email address you have provided us with, however we are not obliged to, and such modification shall be effective upon our posting of the revised Terms on the Website. You agree to be bound by and changes to these Terms when you use our Website and Services after any such modification is posted on the Website. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.
2.6. These Terms apply to the order and supply of Services by us to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Interpretation
3.1. Section headings and captions in these Terms are for convenience of reference only and shall not be considered a part of or affect the interpretation of these Terms.
3.2. References to a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment or replacement of and any subordinate legislation in force under any of the same from time to time.
3.3. References to a document include a reference to that document as amended.
3.4. Words in the singular include the plural and vice versa and words denoting a gender denote all genders. References to persons include legal and natural persons.
3.5. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3.6. A reference to a regulator or to a regulatory board shall include any replacement or successor bodies from time to time.
4. Your use of our website and services
4.1. Your use of our Services is governed by these Terms. We may at our absolute discretion refuse you access to the Services and/or cancel/terminate your registration or use without prior notice for any reason and you shall not be entitled to any compensation in respect of cancellation/termination of your use/registration.
4.2. You agree to use the Website only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the Website.
4.3. You must be 18 years of age or over to use the Website and/or our Services.
4.4. Use of the Website and/or Services requires a connection to the internet and appropriate telecommunication infrastructure. We are not liable for any costs you may incur from use of such.
4.5. You agree to act in a responsible and legal manner when using the Website and Services. You shall comply with all applicable laws, regulations and rules and undertake not to use the Website and Services for any unlawful purpose, for the commission of any offence or crime under the laws of any jurisdiction to which access is obtained through the Website or in a manner which is likely to cause harm, offense or nuisance to any other Internet user.
4.6. In consideration of the Fees, we agree to provide the Services to you in accordance with these Terms and we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Content for the performance of the Services (the “Licence”).
4.7. You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:
4.7.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.7.2. facilitates illegal activity;
4.7.3. depicts sexually explicit images;
4.7.4. promotes unlawful violence;
4.7.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
4.7.6. in a manner that is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this section.
4.8. We reserve the right to investigate and take appropriate legal action against anyone who, in our opinion, violates this section, including, without limitation, reporting you to appropriate law enforcement authorities.
4.9. We reserve the right to remove or suspend any material posted which is, in our sole opinion, in breach of this section, or which we suspect to be in breach of this section at our absolute discretion. We shall be entitled to terminate your Account or use for breach of this section.
4.10. Save as expressly set out in these Terms or as otherwise permitted by law, you may not make any communication, display or performance to the public of the Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Content.
4.11. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Content and, in the event of any such unauthorised access or use, promptly notify us at support@tito.io.
4.12. The Content and the Services are provided “as is” and Tito hereby disclaims all warranties, either express or implied, including but not limited to implied warranties/conditions of accuracy, merchantability and fitness for a particular purpose or any other warranties or conditions implied by applicable law, with respect to the Content and the Services. We do not warrant or undertake that the Services or any other materials provided pursuant to these Terms will meet your requirements or that they or their access or use will be uninterrupted, free from viruses, bug or error or completely secure. Except as expressly provided in these Terms, the entire risk as to the products, the Services and any other materials provided by Tito is with you, including for quality and performance and for accuracy or quality of any information transmitted, received or otherwise delivered via the Services.
4.13. All information provided to you through the Services, Content or on the Website is provided only as of the date published, and may be superseded by subsequent events or for other reasons.
4.14. Information provided through the Services or on the Website is subject to change. We may amend, update, suspend or delete any information in the Content without notice at any time and at our sole discretion.
5. Account
5.1. In order to use the Services, you must register an account with us (an “Account”). You are responsible for the security of your sign-in credentials and all activities that occur via your Account (including without limitation financial obligations). You agree to provide true and accurate information and to notify us in the event of any unauthorised access to your Account or any changes to your Account information. Limited access to certain features may be available to non-registered users but such access is still subject to these Terms.
5.2. By accepting these Terms and registering an Account you agree:
5.2.1. to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to the Services; and
5.2.2. that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements.
5.3. If there has been an unauthorised use of your password or Account, you shall notify us immediately at support@tito.io.
5.4. You are responsible for keeping all information provided under this section current, complete, accurate and truthful.
5.5. You agree to accept responsibility for all activities that occur with your permission or authorisation under your Account, username and/or password, or because you fail to maintain sufficient security over your Account, username and/or password.
5.6. We reserve the right to disable any Account, username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
6. Customer Content
6.1. You shall own all right, title and interest in and to all of the data and content (including, but not limited to, Personal Data, files, images and text) inputted or provided by you in the course of availing of the Services (your “Customer Content”) and you shall have sole responsibility for and hereby warrant the legality, reliability, integrity, accuracy and quality of your Customer Content.
6.2. You grant us a non-exclusive, royalty free licence to use your Customer Content for the purposes of providing the Services.
6.3. We shall follow our standard archiving procedures for Customer Content. In the event of any loss or damage to your Customer Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by us in accordance with our archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties we sub-contract to perform services related to Customer Content maintenance and back-up).
7. Organising an event with Tito IO
7.1. Please follow the onscreen prompts to proceed to the event management interface page. Using this event management interface page you can organise your events. This page constitutes our offer to provide our Services to you according to the specifications you select and input.
7.2. When you conclude setting up your event you will be presented with the option to share or send invitations. Sharing or sending invitations constitutes your acceptance of our offer referred to in section 7.1, at which point and on which date the contract between you and us will come into existence. The contract will relate only to those Services as specified by you.
7.3. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your acceptance.
8. Fees
8.1. In consideration of us providing our Services to you, you must pay fees calculated according to the pricing quoted on our Website or agreed in a separate contract.
8.2. Our pricing may change from time to time, but such changes will not affect the Fees for any events for which you have already shared or sent invitations in accordance with section 7.2.
8.3. Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.
9. Third Party Providers
9.1. You acknowledge that the Website and the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Tito. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Website or the Services.
10. Your Obligations
10.1. If you avail of the Services or create an Account, you shall provide us with:
10.1.1. all necessary co-operation in relation to these Terms; and
10.1.2. all necessary access to such information as we may require in order to provide the Services, including but not limited to Customer Content, security access information and configuration services;
10.2. comply with all applicable laws and regulations with respect to your activities under these Terms;
10.3. carry out all of your responsibilities as set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
10.4. obtain and shall maintain all necessary licences, consents, and permissions necessary for Tito IO, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
10.5. ensure that your network and systems comply with the relevant specifications provided by Tito IO from time to time; and
10.6. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
11. Your Obligations
11.1. Pursuant to these Terms each party may be given information which is expressly marked as confidential or which is manifestly of a confidential nature (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:
11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2. was in the other party’s lawful possession before the disclosure;
11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.
11.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
11.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5. This section 11 shall survive termination of these Terms, however arising.
12. Intellectual Property
12.1. All Intellectual Property Rights in the Website, the Content and the Services, are and shall remain the sole property of Tito and/or our licensors. Other than the Licence, nothing in this Agreement shall be construed as granting to you any rights in any Intellectual Property Rights comprised in the Website, the Content or the Services.
12.2. We warrant that we have the right to licence the Content under these Terms and that there are no agreements between us and any third party that conflict with these Terms.
13. Data Processing
13.1. In respect of any personal data (“Personal Data”, as defined in the General Data Protection Regulation (EU) (2016/679) and the Data Protection Act 2018 (together the “Data Protection Legislation”)) that you provide to us and as set out here which we process under these Terms, you acknowledge that you shall be the controller and we shall be a processor.
13.2. As the controller, you are solely responsible for establishing the lawful basis for the processing of Personal Data by us under these Terms and will ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Personal Data to us for the duration and purposes of these Terms.
13.3. To the extent that we process Personal Data pursuant to these Terms, we shall:
13.3.1. process the Personal Data in accordance with these Terms and your reasonable instructions (unless we are required to process the Personal Data pursuant to European Union or European Union Member State law in which case we shall notify you of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest);
13.3.2. inform you if it comes to our attention that any instructions received from you in relation to the processing of the Personal Data infringe the provisions of Data Protection Legislation, but for clarity it is acknowledged that we shall have no obligation to review the lawfulness of any instruction received from you;
13.3.3. ensure that all personnel authorised to process the Personal Data are subject to appropriate confidentiality obligations in respect of the Personal Data;
13.3.4. implement and at all times maintain appropriate technical and organisational measures to ensure the security of the Personal Data taking into account: (i) the state of the art; (ii) the costs of implementation; (iii) the nature, scope, context and purposes of the processing; and (iv) the risks posed to data subjects by the processing activities;
13.3.5. cooperate as reasonably requested by you (at your sole expense):
13.3.5.1. with your obligations to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of Personal Data, where the relevant data is held by Tito IO and is not readily available to you through the Services; and
13.3.5.2. where you conduct a data protection impact assessment;
13.3.6. notify you if Tito receives a request from a data subject to exercise his or her rights under the Data Protection Legislation. Tito shall not respond directly to such a data subject unless you instruct us to do so;
13.3.7. notify you without undue delay after becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data; and
13.3.8. cooperate with the Office of the Data Protection Commissioner (or, to the extent you reasonably require, any other supervisory authority) in the performance of its tasks where required.
13.4. To the extent that we process Personal Data on your behalf, we will make available such information as is reasonably necessary to demonstrate compliance with the obligations of processors under Data Protection Legislation and, not more than once in any period of twelve months, and at your cost and on 14 days' prior written notice, allow for and contribute to an audit, including an inspection, by you for that purpose.
13.5. Nothing in these Terms shall entitle you to access or inspect any records which contain information relating to any other customer of Tito and we shall be entitled to restrict or prevent access to any part of our premises which we considers in our sole discretion could compromise the security of any information or data relating to such other customers.
13.6. By accepting these Terms you accept our use of the sub-processors listed here.
14. Termination
14.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Terms with you with immediate effect by giving written notice to you if:
14.1.1. you commit a material breach of any of these Terms and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
14.1.2. you fail to pay any amount due under the Terms on the due date for payment;
14.1.3. you become insolvent or bankrupt or make an arrangement for, or composition with, your creditors or make an application to a court for protection from your creditors (otherwise than voluntarily for the purposes of a bona fide amalgamation or reconstruction) or if a receiver, examiner, administrator or administrative receiver is appointed over any part of that party’s business or if anything analogous occurs in relation to that party under the laws of another jurisdiction;
14.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
14.1.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.
14.2. Termination of the Terms will not affect your or our rights and remedies that have accrued as at termination.
14.3. Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14.4. On termination of the Terms with you:
14.4.1. the Licence will immediately cease to have effect and you will no longer be able to receive the Services or the Content;
14.4.2. you shall immediately pay us all of our outstanding unpaid Fees in respect of all Services supplied;
14.4.3. we shall, upon prior written request and at your option and cost, destroy or return the Personal Data you have provided us. For the avoidance of doubt, you shall not require us to return or destroy Personal Data that we are required to retain under Data Protection Legislation, or by any regulatory authority or body of competent jurisdiction to which Tito is subject;
14.4.4. we shall return all of our Confidential Information, equipment, documentation, information, materials, reports and data. Until they have been returned or repossessed, you shall be solely responsible for their safe keeping.
14.5. Any termination of these Terms pursuant to this section 14 shall be without prejudice to any other accrued rights or remedies a party may be entitled to hereunder or at law.
15. Liability
15.1. Subject to Clause 15.2, our liability in respect of any claim or series of related claims, howsoever arising, whether in contract, tort (including negligence) or otherwise arising out of or in connection with these Terms shall not exceed:
15.1.1. if you have run an event or events with paid tickets, the total Fees paid by you in the six month period immediately preceding the circumstances giving rise to your claim; or
15.1.2. if you have not run an event or events with paid tickets, €200.
15.2. We shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
15.2.1. any economic losses (including loss of revenues, profits, contracts, data, business or anticipated savings);
15.2.2. any loss of goodwill or reputation; or
15.2.3. any special or indirect or consequential losses, in any case, whether or not such losses were within contemplation at the date you accepted our Terms, or were suffered or incurred by you arising out of or in connection with any matter arising under these Terms.
15.3. Except as expressly and specifically provided in these Terms, you assume sole responsibility for results obtained from the use of the Services and/or the Content, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services or any actions taken by us at your direction.
15.4. If our performance of our obligations under these Terms is prevented or delayed by any breach of these Terms or by your negligent act or omission, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
15.5. You shall be liable to pay to us all reasonable costs, charges or losses sustained or incurred by us that arise directly or indirectly from your fraud, gross negligence, failure to perform or delay in the performance of any of your, subject to our confirming such costs, charges and losses to you in writing.
15.6. You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer Content or your use of the Services and the Content, provided that:
15.6.1. you are given prompt notice of any such claim;
15.6.2. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
15.6.3. you are given sole authority to defend or settle the claim.
15.7. You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for and you shall defend, indemnify and hold us and our officers, directors, representatives, agents and employees harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) suffered or incurred by us or for which we may become liable in relation to or arising from use and processing of the Personal Data, including and in particular such arising from:
15.8. civil claims where a final award of damages has been granted or which are subject to a court approved settlement; and/or
15.9. administrative fines imposed by a supervisory authority and approved by a court of competent jurisdiction, in each case, except to the extent that such arises due to the failure by Tito to comply with any of its obligations under this Agreement or for breach of the Data Protection Legislation.
15.10. For the avoidance of doubt, you acknowledge that we have no control over and are in no way responsible or liable for any event you or another organises and/or promotes through our Website and/or Services. We do not guarantee the quality, safety, accuracy or legality of any event organised and/or promoted through our Website and/or Services.
16. No Waiver
16.1. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
17. Severability
17.1. If any provision of these Terms is judged to be invalid, illegal or unenforceable, this shall not affect or impact the continuation in full force and effect of the remainder of the provisions.
18. Assignment and sub-licensing
18.1. You may not assign, novate, sub-contract or otherwise transfer part or all of these Terms or any rights or obligations under these Terms without our prior written consent.
18.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.
19. No partnership or agency
19.1. Nothing in these Terms shall create or be deemed to create a partnership, joint venture agency or employment relationship of any kind between you and Tito.
19.2. We shall not be liable for delay or failure to perform any of our obligations under these Terms where and to the extent that such delay or failure results from any circumstances beyond our reasonable control.
19.3. Unless otherwise stated in these Terms, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) or by pre-paid post to you at the address you supplied to us or to us at our registered office.
20. Force Majeure
20.1. We shall not be liable to for any delay or non-performance of its obligations under these Terms arising from any cause beyond our control including without limitation:
20.1.1. acts of God, flood, drought, earthquake or other natural disaster;
20.1.2. epidemic or pandemic;
20.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
20.1.4. nuclear, chemical or biological contamination or sonic boom;
20.1.5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
20.1.6. collapse of buildings, fire, explosion or accident; or
20.1.7. interruption or failure of utility service, or any other act or omission whether similar to the foregoing or not.
21. Publicity and announcements (no fake news)
21.1. You shall not make, or cause to be made at any time any statement that you know to be factually untrue which directly or indirectly disparages, is inimical, critical or derogatory to or damages the reputation of Tito, whether such statement is in relation to the Services or otherwise.
22. Governing Law
22.1. These Terms shall be governed by and construed in accordance with Irish law and you agree to submit to the exclusive jurisdiction of the Irish courts.
23. Entire Agreement
23.1. These Terms and any notices raised by us on our Website from time to time constitute the entire agreement between you and Tito regarding the use of this Website and our Services.