Terms and Conditions
1. Definitions and Interpretation
1.1 In these Terms and Conditions, the following expressions have the following meanings unless otherwise stated:
“Client/you/your” means you, the individual, firm or corporate body together with any subsidiary or associated company to whom the Freelancer is supplied or introduced by us. Please note we will not, unless specifically agreed in writing, enter into an agreement with any third party regarding the supply of any Freelancer, therefore you will be bound by the provisions, including the payment provisions, in these Terms and Conditions;
“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions, together with any special terms agreed between you and us in writing;
“Event” means the event for which the Freelancer is supplied;
“Freelancer” means the person introduced by us for an Event; and “Introduction” means us passing information which identifies the Freelancer, and which leads to the engagement of that Freelancer.
1.2 Each reference in these Terms and Conditions to:
1.2.1 “writing”, and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time; 1.2.4 a clause is a reference to a clause of these Terms and Conditions; and 1.2.5 “Party” or “Parties” refer to the parties to these Terms and Conditions. 1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
1.4 Words imparting the singular number shall include the plural and vice versa. 1.5 References to persons shall include corporations.
2. The Contract
2.1 These Terms and Conditions constitute the contract between you and us for the supply of the Freelancer’s services and are deemed to be accepted by you by virtue of your engagement of the Freelancer, or the passing of any information about the Freelancer.
2.2 No other terms and conditions, of yours or otherwise, will form part of the Contract unless we expressly agree otherwise in writing.
2.3 No variation to these Terms and Conditions, either expressly or implied, may be made without our written consent.
3. Your Responsibilities
3.1 You agree to provide us with all relevant information concerning the Event, which will include, but not be limited to, the type of work the Freelancer will be required to do, location and approximate hours of work, together with any specific experience that may be required, by law and/or any professional body.
3.2 You must inform us of any health and safety risks or requirements regarding the Event, as well as the action taken to minimise and control such risks. You must also ensure that the Freelancer is given a reasonable opportunity to take regular breaks and be given sustenance where required.
3.3 In the event that any relevant information changes, you agree to inform us immediately, supplying appropriately updated information.
4. Our Responsibilities
4.1 We will use our best and reasonable endeavours to find a suitable Freelancer to fill such Events as are notified to us, but do not guarantee we will be able to do so.
4.2 We endeavour to ensure the suitability of Freelancers for the Event; however, it is your ultimate responsibility to satisfy yourself as to their suitability before engaging them.
4.3 We will contact the Freelancer and give them details of the full brief. You are entitled to contact the Freelancer directly to discuss details of the Event, however, you will remain liable to pay our fees as set out in clause 5.
4.4 We assume responsibility for paying the Freelancer and ensuring the status of the worker is accurately determined in order for the correct tax to be paid.
5.1 You agree to pay us upfront for the price agreed for the Event as stated in our verbal or written quotation. VAT will be charged in addition to this, where applicable. All invoices are payable within the timeframe stipulated on the invoice.
5.2 Payment must be made in pounds sterling, and can be made via BACS, and card. Should the Event run over, and additional time be required, we reserve the right to charge for any additional time spent by the Freelancer.
5.3 You agree that once an introduction has been made, you will only make an offer of work to the Freelancer through us for a period of 12 months from the last Event completed by the Freelancer.
5.4 If payment is not received in accordance with clause 5.1 above, we reserve the right to suspend our services and charge interest on any outstanding payments at the rate of 8% per annum above the Bank of England base rate, accruing on a daily basis from the due date until the actual date of payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge the cost of legal expenses and other costs incurred in attempting to recover any outstanding debt.
6.1 With the exception of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied are expressly excluded to the fullest extent permitted by law.
6.2 Freelancers supplied by us are engaged under contracts for services and are not employees of ours.
6.3 You shall advise us of any special health and safety matters about which we are required to inform the Freelancer and about any requirements imposed which must be satisfied if the Freelancer is to fill the Event.
6.4 We shall not be liable for any delay, loss or damage of any nature suffered or incurred as a result of any Freelancer’s act or omission, negligence, misconduct, dishonesty, lack of qualifications or lack of skill, or as a result of our failure to introduce any Freelancer.
6.5 You undertake that you know no reason why it would be detrimental to the interests of the Freelancer for the Freelancer to fill the Event.
6.6 You shall indemnify and keep us indemnified against any costs, claims, loss, damage, proceedings, expenses or liabilities incurred by us arising out of any Event and/or because of any breach of these Terms and Conditions.
6.7 It is your responsibility to make your own enquiries and checks to satisfy yourselves as to the suitability of any Freelancer. The final responsibility for engaging the Freelancer lies with you.
7.1 In the event that you choose to cancel an agreed placement of a Freelancer, and you have paid us in full upfront, you will receive:
7.1.1 A full refund less £50 if you’ve cancelled 5 weeks or more in advance of the Event
7.1.2 A 75% refund less £50 if you’ve cancelled 4 weeks in advance of the Event
7.1.3 A 50% refund less £50 if you’ve cancelled 3 weeks in advance of the Event
7.1.4 If you cancel 2 weeks in advance of the Event, no refund will be payable. 7.2 If for any reason the Freelancer is unable to attend the Event (due to ill health or otherwise), we will notify you immediately and will endeavour to find a replacement, in which case if we are able to do so, no refund will be offered. If you become aware of this before we do, please notify us immediately so we can attempt to resolve the situation. If we cannot find a replacement and you have paid us upfront, then we will refund this to you.
7.3 We may cancel the Contract at any time by giving you written notice. Our sole liability will be to refund you for any sums you have paid in respect of the unfulfilled part of the Contract.
8. Data Protection: All personal data will be processed, used and held in accordance with the Data Protection Act 2018 and any subsequent amendments to it. Please note that to provide the services, we may be required to share your information with Freelancers.
9. Confidentiality: All details provided by us relating to Freelancers are confidential and such information must not be passed to any third party, either directly or indirectly. Both Parties agree that they will not use this, or any other confidential information provided by the other, other than to perform their obligations under the Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless required by law or unless so authorised by the other Party in writing.
10. Other Important Terms
10.1 Neither party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond that party’s reasonable control. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, act of terrorism or war, governmental action or any other event beyond the control of the party in question.
10.2 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
10.3 Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency or other relationship between the parties other than the contractual relationship expressly provided for in the Contract.
10.4 No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement. Subject to this clause, the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required.
10.5 Notices shall be deemed to have been duly received and properly served 24 hours after an email is sent, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified e-mail address of the addressee.
10.6 The Contract contains the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements, whether written or oral. Each party acknowledges that, in entering the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.7 If one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) will be deemed severed from the remainder of the Contract. The remainder of the Contract will be valid and enforceable.
11. Law and Jurisdiction: These Terms and Conditions and the Contract shall in all respects be subject to and construed in accordance with the laws of England and Wales. Any dispute between the parties shall be referred to the exclusive jurisdiction of the courts of England and Wales.