Terms of Service

WHAT PARTS OF THESE TERMS APPLY TO ME? This agreement governs your use of the www.addd.io (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, (the User), and us, ADDD Ltd., a company registered in England and Wales (Company No. 14558024) having registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF (Company, we or us). The remainder of this agreement is divided into three parts: Part A (All Users), which sets out terms that apply to all Users and when Users browse and interact with the Website; Part B (Service Providers), which sets out additional terms that apply to Service Providers, being software creators who can showcase and sell their software and services through the Platform; and Part C (Customers), which sets out additional terms that apply to Customers, being buyers or consumers, who intend to avail the services offered by the Service Providers through the Platform. If you intend to use the Platform as a Service Provider, only Part A and Part B of these terms will apply to you. If you intend to use the Platform as a Customer, only Part A and Part C of these terms will apply to you. When we talk about the “Services” in this agreement, we are referring to the service offered by the Company of connecting the Service Providers and the Customers to facilitate the provision of services by the Service Providers to the Customers, through the Platform. A. All Users ELIGIBILITY This Platform is not intended for unsupervised 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 either: over the age of 18 years and accessing the Platform for personal use; or accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform. Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform. If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. ACCOUNTS ACCOUNTs In order to use most of the functionality of the Platform, all 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, preferred username, a secure password, billing, postal and physical addresses, 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. Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such 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. The Company reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you. The Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement. ACCOUNT CANCELLATION (Cancellation by you) You are responsible for the cancellation of your Account. You can cancel your Account at any time by using the functionality provided on the Platform. (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Platform at any time without notice, for any reason, provided that in the case of Customers, we refund to you any fees for services which you have paid for and not received. We may also terminate your access to any or all of the Platform at any time without notice without issuing a refund if you breach any provision of these terms. 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 purpose other than for the purpose of making arrangements to sell or buy the services, including by not using the Platform: in a manner that is illegal or fraudulent, sale of prohibited goods or facilitates illegal or fraudulent activity (including requesting or accepting a job or engaging in any discussions or action 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 Services 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 Service Provider, 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 3. POSTED MATERIALS WARRANTIES By providing or posting any 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 the relevant person and/or 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 acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material. You agree that you are responsible for keeping and maintaining records of Posted Material. REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS To the maximum extent permitted by law, the Company will have no liability or obligation to you if: a Customer or Service Provider cancels at any time after the payment for an order is made; or for whatever reason, including technical faults, any Service Listing cannot be performed or completed, and you will not be entitled to any compensation from the Company. IDENTITY VERIFICATION (Verification) We may offer or require Users to verify their details using our processes or an external identity verification service as applicable. (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 16. Where a 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 and you will be subject to the terms and conditions and privacy policy of such Verification Service; you consent to us receiving, sharing and using this information to enable us to carry out the Verification Service. (Fees) We may charge non-refundable fees for the Verification Service, as set out on the Platform. (Warranty and Indemnity) You acknowledge and agree that: we are reliant on the information provided by the Verification Service to verify your identity and to the extent permitted by law, we disclaim all warranties that the Verification Service will be accurate or guarantee that the Verification Service will ensure you contract with a suitable User; you should make your own inquiries as to other Users’ identities before engaging in contracts with those Users; and we do not endorse any User, Service Listing or Verification Service. ONLINE PAYMENT PARTNER We may use third-party online payment partner, currently Stripe and PayPal (Online Payment Partner) to collect payments on the Platform, including for our Services. 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 can find these at https://stripe.com/gb/legal/consumer (for Stripe) and https://www.paypal.com/uk/webapps/mpp/ua/useragreement-full?locale.x=en_GB (for PayPal). The Online Payment Partner may also charge a processing fee, as per their respective terms and conditions. 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 While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues: the Platform may have errors or defects (or both, as the case may be); the Platform may not be accessible at times; messages sent through the Platform may not be delivered promptly, or delivered at all; information you receive or supply through the Platform may not be secure or confidential; and any information provided through the Platform may not be 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 Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you. You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law. In this clause 9, “Intellectual Property Rights” means all copyright, trade mark, 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 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 Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of such Third Party Content. THIRD PARTY TERMS SUPPLIERS If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms). Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Platform or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Platform or any services related to Platform and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide you with the Services associated with the Platform and you can stop using the Platform. DATA protection DATA PROTECTION Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the General Data Protection Regulation ((EU) 2016/679) to the extent applicable in the UK and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and which are applicable to a party (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation. During and after use of the Platform and associated services, you agree that Company will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes: Company providing access to the Platform in accordance with this agreement; Company sharing your personal data with the Service Providers for fulfilment of the Service Requests; Company and/or our independent contractors and third party suppliers may use your contact details to send marketing materials or other publications; Company may process personal data concerning its other customers and contacts in other ways for its own business purposes; Company may process and transfer personal data as necessary to effect a re-organisation of its business; and Company may share personal data with other legal or professional advisers used by us to provide the you with professional services. During and after use of the Platform and associated services, there may be limited occasions where Company may process on your behalf as a processor any personal data you have provided to Company. Company will advise you in writing where Company believes Company may act as a processor and any such processing shall be in accordance with applicable laws. Before performing the processing, Company shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Company will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to Company against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Company subcontract any processing (for example, in the case of external storage of data). Your instructions are taken to include the use by Company, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing. By accepting this agreement you give positive consent for Company to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Company with personal data. It is also a term of this agreement that any personal data supplied by Company to you about employees/independent contractors of Company and/or any third parties may only be used for the express purposes for which that information is provided to you. Each party shall comply with the terms of the Data Protection Legislation. THIRD PARTY DATA You warrant, in relation to the personal information and all other data you provide to Company in connection with this agreement (Third Party Data), that: you have all necessary rights in relation to Third Party Data; you are not breaching any Law by providing Company with Third Party Data; Company will not breach any Law by providing the Platform in relation to any Third Party Data; there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified Company of this, and Company has agreed to provide the Platform in respect of that data (being under no obligation to do so); and Company will not breach any Third Party Terms by providing the Platform in relation to any Third Party Data. You agree at all times to indemnify and hold harmless Company and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 12.2(a). DISPUTES BETWEEN USERS You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to the Company via emailing [email protected]. We will assess the complaint and attempt to quickly and satisfactorily resolve it. Any costs you incur in relation to a complaint or dispute will be your 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. The Company reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator. 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 13, you or the Company may at any time cancel your Account or discontinue your use of the Platform. SECURITY As part of the services provided by the Service Providers through the Platform, the Service Providers may offer a demo of their products/services to the Customers before any Customer places an order for availing any services from the Service Provider. Provision of demo of products/services will be subject to the terms and conditions and applicable policies of the Service Providers and the Customers shall be bound by such terms and conditions and applicable policies of the Service Providers. As part of the demo, the Customers may be required to access any virtual environment or IT systems, offered by the Service Providers, in which case the Customers themselves shall be responsible to ensure security of their respective computer, laptop, information technology systems etc. which accessing such virtual environment or IT systems, as the Company does not accept any responsibility in this regard. Similarly, the Company shall in no way be responsible for any acts of the Customers in the course of accessing the virtual environment or IT systems of the Service Providers. 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 such demo services or otherwise in connection with the use of the Platform. You should take your own precautions to ensure that the process you employ to access such demo services or access of the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference. DISCLAIMER (Introduction service) The Company is a medium that facilitates the introduction of Customers and Service Providers to enable Customers access and avail the services provided by the Service Providers. The Company simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Service Providers in relation to provision of services or otherwise resulting from the introduction. (Limitation of Liability) To the maximum extent permitted by applicable law, Company limits 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 this Platform, these terms or any services provided by the Company, is limited to the greater of: the total Fees paid to the Company by you in the 1 months preceding the first event giving rise to the relevant liability; and £100GBP. All express or implied representations and warranties in relation to the Platform and the associated services performed by Company are, to the maximum extent permitted by applicable law, excluded. (Indemnity) You indemnify Company and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’: breach of any of these terms; use of the Platform; or use of any services provided by Company. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Company be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Platform, these terms or any services provided by Company (except to the extent this liability cannot be excluded under law. Nothing in these terms will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence. 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 will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect. CONFIDENTIALITY You agree that: no information owned by the Company, including system operations, documents, marketing strategies, staff information and client 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 Service Providers are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party. PRIVACY You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed here T&Cs – ADDD. 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 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 (including any listings, memberships or Accounts) for any reason. If a User wants to terminate their account (and/or any other membership they hold in connection with the Platform), they can do so by using the Platform’s functionality where available. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User. In the event that a User’s Account is terminated: the User’s access to all posting tools on the Platform will be revoked; the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and the User may be unable to view the details of other Service Providers (including contact details, geographic details and any other details), and all listings previously posted by the respective User will also be removed from the Platform. 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 services you 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 Customers and Service Providers where tax related misconduct has occurred. RECORD / AUDIT 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 conversations, user posts, job request bids, 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 in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the 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 state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or when replied to by the other party, whichever is earlier. GENERAL GOVERNING LAW AND JURISDICTION This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales 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. 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 AND SEVERAL LIABILITY An obligation or a 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 includes 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, 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 to a party because that party was responsible for the preparation of this agreement or that provision. B. Service Providers ELIGIBILITY AND QUALIFICATIONS You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the Platform. If in any of your Service Listings or anywhere on your Account you hold yourself out to possess certain qualifications (Qualifications), you warrant to the Company that you do hold such Qualifications and if requested, will promptly provide the Company with evidence of the Qualifications. SERVICE LISTINGS You acknowledge and agree that: you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide services (Service Listing); the Company may choose not to accept any Service Listing you submit to the Platform, and the Company may limit the number of Service Listings you can submit to the Platform; any information you supply in a Service Listing must be true, timely and accurate. This information will include description of the services, categorisation of the services, listing price, any images related to the service/product offered and any other supplementary information about the services etc.; you must take all reasonable steps to complete the services as described in every Service Listing that is accepted by a Customer, including by not cancelling any part of such a Service Listing; you must deal with any dispute with a Customer in accordance with clause of Part A; any additional terms and conditions relating to a Service Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve the Company in any way, except that they must not be inconsistent with your or the Customer’s obligations under these terms; collection, reporting and payment of VAT or any other taxes on provision of services, to the relevant tax authority shall be the Service Provider’s sole responsibility; the Company will have no responsibility for the accuracy, reliability or timeliness of any Service Provider’s or Customer’s response to a Service Listing. SERVICE REQUESTS From time to time, the Platform may, using its algorithm, direct to you requests for services that have been submitted to the Platform by Customers (Service Requests). The Platform will generally direct you to Service Requests that are related to your Service Listings, though the Company does not guarantee this. When the Platform directs you to a Service Request, you will be able to view details of the specific services requested, however you will not be able to view the contact details of the Customer who submitted the Service Request. PROVISION OF SERVICES You must ensure that all services specified in a Service Listing that is accepted by a Customer are provided: in accordance with all applicable laws, regulations, tax obligations and industry standards; with due care and skill and in a professional, punctual and diligent manner; so that the services are fit for their intended purpose; and on the date and at the times set out in the Service Listing. You acknowledge and agree that a Customer may review any Service Listing or services you provide under a Service Listing on the Platform in accordance with clause 4 of Part C of this agreement. If a Customer requests to reschedule the delivery time for the services listed in a Service Listing, you may choose to accept or reject such a request. FEES The Service Provider shall pay the fee based on the fee model accepted by the Service Provider while creating an account on the Platform. Viewing the Platform and posting a Service Listing is free. You will be required to quote the cost of providing the services specified in each Service Listing to a Customer (Quoted Amount). We will charge you 8% of the Quoted Amount (Service Fee) for each Service Listing that is accepted by a Customer. When a Customer accepts a Service Listing, they will be prompted to pay the Quoted Amount, plus the Service Fee (together, the ‘Service Listing Fee’). The balance of the Service Listing Fee minus the Service Fee (Your Fee) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions. You: appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting Your Fee from the Customer; agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location. The Company reserves the right to change or waive the Service Fee at any time by updating this agreement, on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice. You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including VAT) will be calculated and charged on the Quoted Amount and we will calculate the Service Fee on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount. To unlock the contact details of a Customer who has submitted a Service Request, you must pay the fees set out on the Platform. Such fees will vary from time to time. REFUNDS & CANCELLATIONS Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a service set out in an accepted Service Listing, before you have performed all the relevant services, you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If the Company decides to investigate your request, you must provide assistance and information to the Company as reasonably requested. You must ensure that your cancellation policy and refund policy in relation to you or Customers cancelling an accepted Service Listing is in compliance with all applicable laws. If we accept your request to cancel a service set out in an accepted Service Listing, we may take one or more of the following actions: cancel your Account and/or any membership you hold in connection with the Platform; refund the Quoted Amount to the relevant Customer; and if we refund the Quoted Amount, require you to pay all or part of the Quoted Amount to us, and issue you with an invoice for that amount. The Service Fee is by default non-refundable for change of mind. However, the Company may, in its absolute discretion, issue refunds of the Service Fee in certain circumstances. You agree to honour and comply with the process set out in this clause 6 in the event of a pricing error in a Service Listing. BYPASSING You agree that while you are a Service Provider on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform. The Company may, in its absolute discretion, 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 7. BINDING CONTRACT You agree that when a Customer submits an enquiry in response to your Service Listing, this constitutes their intention and offer to enter into a contract with you, where you will provide the Customer with the service as specified in the relevant Service Listing, in exchange for payment of the relevant Quoted Amount. A contract is formed in this respect (between you and the Customer) when you respond to an email or message on the Platform confirming that you accept the Customer’s offer. WARRANTIES By listing yourself as a Service Provider on the Platform, posting a Service Listing or responding to a Service Request, you represent and warrant that: you are able to fulfil the requirements of the services specified in the Service Listing or Service Request; you will provide services to each Customer: using suitably qualified and trained personnel exercising due care and skill in a professional, efficient, diligent and safe manner, and to the best industry standards; and in compliance with all applicable laws; and any individuals involved in your performance of services to any Customer have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them. C. Customers SERVICE LISTINGS, SERVICE REQUESTS AND FEES You acknowledge and agree that: if you respond to a Service Listing or confirm a Service Request once a Service Provider responds to it, that will constitute your offer and intention to enter into a contract with the Service Provider; for each offer you submit in response to a Service Listing on the Platform that is accepted by the relevant Service Provider, the Quoted Amount will be debited from your Account and the Company will keep a Service Fee which will be calculated as a percentage of the Quoted Amount and will not be an additional charge to you; you may also be required to accept any specific terms and conditions prescribed by any Service Provider for availing services from such Service Provider. In case you do not agree to any specific terms and conditions prescribed by a Service Provider, then such Service Provider may refuse to provide you the services and the Company shall in no way be responsible or liable for Service Provider’s refusal to provide the services. and any terms and conditions relating to services or a quote provided via the Platform are solely between you and the relevant Service Provider and do not involve the Company in any way, except that such terms and conditions must not be inconsistent with your or the Service Provider’s obligations under this agreement. When you submit a Service Request on the Platform, you must: only submit requests that are bone fide and accurate; and truthfully fill out all the information requested by the Platform in relation to the Service Request. PAYMENT (Payment obligations) Unless otherwise agreed in writing with the Service Provider, you must pay for all services specified in an accepted Service Listing prior to the Service Provider performing those services. (Card surcharges) Our Online Payment Partner may charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express). (Pricing errors) In the event that we discover 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 Service Provider, you will then have the option of purchasing the relevant services 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. CANCELLATIONS The Company will have no liability or obligation to you if a Service Provider cancels a Service Listing after it has been agreed and you will not be entitled to any compensation from the Company in relation to any such cancellation, including any portion of the Service Fee. If you wish to cancel services specified in an agreed Service Listing, before the Service Provider has performed them, you must contact the Service Provider. If the Company decides to investigate your cancellation, you must provide assistance and information to the Company as reasonably requested. If you cancel a service specified in an agreed Service Listing, whether the relevant Quoted Amount paid by you is refundable will depend on the cancellation policy and refund policy of the relevant Service Provider. RATINGS AND REVIEWS Customers may rate a Service Listing (Rating) and/or may provide feedback to Service Providers regarding the services Customers received from them (Review). Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Service Provider Account and/or Service Listing is removed or terminated. Customers 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 Customer from posting further Reviews. We do not undertake to review each Review made by Customers. To the maximum extent permitted by law, we are not responsible for the content of any Reviews. You may not publish Reviews of Service Providers to whom you have a personal or professional relationship (separately from the Platform). You may only write a Review about a Service Provider if you have had a buying or service experience with that Service Provider, which means that: you have purchased a product or service from that Service Provider via the Platform; or you have placed an order with the Service Provider via the Platform; or you can otherwise document your use of the Service Provider’s service, including via correspondence or other interaction with the Service Provider via the Platform, (collectively referred to as a Service Experience). You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend. You may not write a Review about a Service Provider you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Service Provider, or work for the Service Provider. Similarly, you may not write a Review about a direct competitor to the Service Provider you own, are employed by or work for. Your Service Experience must have occurred within the last 12 months when you submit a Review. You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Service Provider to write a Review, you should include information about this in your Review. Incentives include the Service Provider offering you a gift, reward, discount or advantage for writing a Review about the Service Provider. LINKED BUSINESSES You acknowledge and agree that: the Platform provides links and introductions to Service Providers owned and operated by third parties that are not under the control of the Company; the provision by the Company of introductions to Service Providers does not imply any endorsement or recommendation by the Company of any Service Provider; the Company does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Service Provider who uses or is listed on the Platform; and any terms and conditions relating to a Service Listing or quote provided via the Platform constitute a contract between you and the Service Provider once agreed in accordance with clause 1 and do not involve the Company in any way. COMMUNICATION OUTSIDE THE PLATFORM You must not communicate with a Service Provider, or request or entice a Service Provider to communicate with you, outside the Platform (except in the course of accepting Service Provider services that were agreed in a Service Listing or Service Request). The Platform has a chat service, and the Company recommends that the said chat service be used for any communications with a Service Provider. A summary of the chat/communications between you and the Service Provider may be retained by the Company, as well as shared with you and the Service Provider, for record purposes. 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 6.