Terms of Business: Malcolm Walker t/a Another Angle
Please read the following carefully. You are offered use of the Service based on the terms and conditions set out below. By using the Service you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions you cannot use the Service.
“The Company” means – Malcolm Walker t/a Another Angle whose main office is at 7 Brue, Isle of Lewis, HS2 0QW, Scotland including where the context so allows, its shareholders, employees, affiliates, associated and contracted persons, companies or businesses supplying services to The Company.
“Customer(s)” means – person, persons, companies or other organisations using the Services of The Company in order to be introduced to Service Professionals and/or use the services of the introduced Service Professional or their Sub-Contractors.
“Service Professional” means – person, persons, companies or other organisations providing services on behalf of the company and includes the terms “consultant”, “service provider”, “sub contractor” or “contractor”
“E-mail(s)” means – electronic mail received or sent by the Company, created and sent by a member of the Company, or automatically created and sent on behalf of the Company.
“Job(s)” or “Work(s)” means – work carried out by Service Professionals, for or on behalf of Customers.
“Service(s)” means – the services and procedures provided/used by the Company to Customers and includes, but is not exclusive to: information, products and services provided by telephone, fax or mail, on the Website and by E-mail further details of which are contained within these Terms and Conditions and in other parts of the Website.
“Sub-Contractor(s)” means – contractors, sub-contractors, and self-employed professionals, or any other person or company working for or on behalf of Service Professionals.
“System(s)” means – the software, hardware, batch programmes, and automated processes that are used by the Company in order to provide components of the Service.
“Third Party” or “Third Parties” means – person, persons, company or companies, websites or any other business or enterprise that is being referred to, in the context of these Terms and Conditions, as being other than the Company or a Member.
“Website” means – the web space, pages, and the contents and graphics contained in such space or pages which are under the editorial control of authorised members of the Company.
“Your Information” means – any information you provide to us or other users of the Website or Services in relation to the Company’s Service including information provided by phone, email or how so ever may arise as a result of your use of the Services or the Website.
1 General disclaimer – customers
a. You confirm that you are the owner of the organisation in respect of which the services are to be supplied or that you have sufficient authority from the owner to instruct the Services.
b. You acknowledge that it is your responsibility to select a Service Professional and to negotiate the terms of any work to be performed by the Service Professional you have selected and that the company makes no warranty regarding any goods or services purchased or obtained through an introduction made to a Service Professional.
c. The company relies on information provided by customers, Service Professionals and third parties to determine which Service professionals are referred and does not recommend or endorse any specific Service professional.
d. Whilst the Company shall use its reasonable endeavours to do so, it does not guarantee to be able to find a Service professional suitable for undertaking a job whether by reason of geographical restrictions or otherwise.
e. The company provides no guarantee that a Service Professional to whom it has passed Customers information will contact the customer or undertake works directed by the customer.
f. The Company cannot accept any liability in respect of any contract or other agreement entered into by the Customer and Service Professional. In particular but without limitation, the company can accept no Liability relating to the quality or fitness of any Work performed or omitted to be performed by any Service Professional and accordingly shall not be liable to the customer for any occurrence resulting from the introduction of the Service Professional to the Customer including but not limited to any direct or indirect consequential or inconsequential loss of any kind suffered by the customer howsoever arising.
g. The Company reserves the right to decline any request to supply services.
h. Sourcing, vetting and appraising suitably qualified Service Professionals is part of the services supplied by The Company. You therefore undertake to The Company that you will not, engage that service professional directly. If you breach this undertaking you will be liable to the Company for Consequential loss of profit suffered.
2. General disclaimer – Service Professionals
a. The Company relies on Customers to specify and describe their Job requirements. The Company makes no warranty for the accuracy or completeness of any information provided by the Customer.
b. The Company makes no guarantee to refer any Jobs to a Service Professional.
c. As the Customer retains the right to modify or withdraw its Job in the absence of a contract or other binding agreement with a Service Professional, the Company makes no warranty as to the availability or suitability of a specific Job.
d. As a Service Professional, you must ensure that you are legally able to tender for a Job. In addition, you must ensure that you are legally able to perform the Work specified in the Job description.
e. The Company is not party to any contract made between the Customer and the Service Professional in relation to a specific Job and accordingly shall not be liable to the Service Professional for any occurrence resulting from the introduction of the Customer to the Service Professional including but not limited to any direct, indirect or consequential or inconsequential loss of any kind suffered by the Service Professional howsoever arising.
3. Standard Terms – Service Professionals
a. You will ensure that you have in place throughout the duration of this agreement public liability insurance cover of at least £2,000,000 per claim and shall produce evidence of such insurance cover on demand.
b. You will ensure that you contact customers within 2 days of notification of a request for services from a customer and provide a quotation or estimate to a customer if so requested within 7 days of a site visit.
c. You are an independent contractor. Nothing in this agreement will be deemed or construed to create a joint venture, partnership or employee / employer relationship between the Company and you for any purpose. You will be solely responsible for the payment of your own taxes.
d. You indemnify the Company against all losses, expenses, penalties and any other costs whatsoever arising out of any claim made against the company relating to supply of services by yourself.
e. You undertake at all times in connection with provision of services to customers:
i. That you will use due diligence using all reasonable skill and care in a timely, efficient, workman like and professional manner.
ii. To carry out the services honestly, in good faith and in the best interests of the Company.
iii. To put right any work that a client might reasonably expect to have been executed to a higher standard, at no charge.
iv. That the person undertaking the work will be suitably qualified, adequately trained and skilled to perform the assignment.
v. To comply with all applicable laws and regulations
vi. To decline any request for services if you are unable to supply labour with the appropriate skills, qualifications and Training or if you are unable lawfully to supply the services or if supplying the Services is for any other reason out-with your competence.
4. Privacy and data protection and exchange of information
a. The Company will comply with the Data Protection Act 1998 in relation to any personal data about you. The company will not pass your personal data to any third party without your consent, save such data as it is necessary to pass to the company’s sub-contractors in connection with supply of Services.
5. Disclaimer of warranties
a. The Website and the Services are provided on an “as is” and “as available” basis and the Company makes no warranties or representations, whether express or implied, in relation to the Website or the Services, including but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose.
b. The Company makes no warranty that the Website or use of the Services will meet your requirements or will be uninterrupted, timely, secure or error-free.
c. No warranty is given by the Company as to results that may be obtained or the accuracy of any information obtained through the Website or the Services or that any defects in the Website or the Services will be corrected and you understand and agree that any material or data obtained through use of the Website or the Services is at your own discretion and risk.
6. Your information
a. You are solely responsible for Your Information. You agree to provide true, accurate, current and complete information when providing details to the Company. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use.
b. Your Information and your activities on the Website must not, be false, inaccurate or misleading, offensive, menacing, abusive, defamatory, or in breach of copyright, confidence, privacy or any other rights. Your Information must not infringe any Third Party’s copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy, be fraudulent, be in breach of any applicable laws or regulations (including, but not limited to, consumer protection, unfair competition, anti-discrimination, false advertising), be obscene, indecent or contain pornography.
c. Your Information must not create liability for the Company or cause the Company to lose (in whole or in part) the services of its ISPs or other suppliers. Your Information must not link directly or indirectly to any other website.
d. To enable the Company to use Your Information, you grant to the Company a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise the copyright, trade mark, publicity, and database rights you have in Your Information, in any media now known or not currently known. You also waive all moral rights you have in Your Information to the fullest extent permitted by law.
e. Your Information may not contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any System, data or personal information. Your Information may not cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired.
f. You hereby acknowledge that the Company, at its absolute discretion, shall be entitled to edit, modify or remove any part or parts of Your Information which it considers is in breach of any of the provisions of these Terms and Conditions.
7. Your obligations
a. In consideration of the Company making the Website and the Services available to you, you:
I. may not submit or tender for Jobs which are prohibited by Law;
II. are responsible for procuring the necessary equipment and the payment of telephone charges necessary to access the Website;
III. accept responsibility for any content you provide on the Website;
IV. agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Website without the Company’s prior written permission;
V. agree not to use the Website or the Services for any illegal purpose and in accordance with all relevant laws;
VI. agree not to use the Website or the Services to transmit or post any chain letters or any material for the purposes of publicity, promotion and/or advertising;
VII. agree not to use the Website or the Services to distribute by any means computer viruses or worms.
VIII. agree not to use the Website or the Services to transmit or post any material which is defamatory, offensive, malicious, misleading or of an obscene or menacing character, or in such a way as to cause annoyance, inconvenience or needless anxiety;
IX. agree not to use the Website or the Services such that the whole or part of the Website or the Services is interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website or the Services is in any way impaired;
X. agree not to use the Website or the Services in any manner which constitutes a violation or infringement of any person, firm or company or the rights thereof (including, but not limited to, Third Party intellectual property rights or confidentiality);
XI. agree not to use the Website to attempt any unauthorised access to any part or component of the Website or that of any Third Party or Member to which you can connect via the Website (or other directly or otherwise connected network);
XII. agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without the Company’s express written permission;
XIII. agree not use the Website or Services as source of targeting material or contact data for any kind of telemarketing, direct marketing, viral or other electronic marketing activity on your own behalf or on behalf or for the benefit of a Third Party;
XIV. agree not to bypass measures we may use now or in the future to prevent or restrict access to the Website or certain information contained therein;
XV. agree that in the event that you have any right, claim or action against any user arising out of the use of the Website or the Service, then you will pursue such right, claim or action independently of, or without recourse to the Company.
8. The company’s rights
a. The Company reserves the right to modify or discontinue all or part of, temporarily or permanently, the Website or the Service with or without notice to you and you confirm that the Company shall not be liable to you or any Third Party for any modification to or discontinuance of the Website or the Service.
b. The Company may change the terms and conditions from time to time and shall post such alterations on the Website.
c. The content, layout and organisation of the Website shall be subject to variation at the sole discretion of the Company.
d. In the event of the Company’s publication of the Website being restricted, curtailed or prevented by any law or any other act or thing beyond the Company’s control, the Company may at any time, notwithstanding anything contained in this Agreement, forthwith terminate this Agreement in whole or in part
9. Intellectual property rights
a. To the extent that all copyright and other intellectual property rights throughout the world in Your Information does not vest in the Company by operation of law or the other provisions of this Agreement, you hereby grant to the Company (free of charge) an exclusive, perpetual, royalty-free license to use such information for any purpose.
b. You hereby acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the Website (the “Rights”), including the manner in which the Website is presented or appears and all information and documentation relating thereto is the property of the Company and nothing contained herein shall be construed so as to transfer any such rights to you.
c. Without prejudice to the generality of the foregoing, if and to the extent that you own any or all of the Rights, you hereby irrevocably and unconditionally assign the Rights, with full title guarantee, to The Company for the full period of copyright and all renewals extensions and/or revivals thereof and thereafter in perpetuity, throughout the world.
a. You agree to indemnify the Company forthwith on demand and hold the Company harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the Company in connection with any claims, actual or threatened, of any kind (including without limitation any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the provision of Your Information or from your use of the Website or the Services.
11. Limitation of liability
a. Neither party shall, nor shall it purport to, exclude or restrict liability for death or personal injury resulting from the negligence of it or its employees, servants or agents acting in the course of their employment.
b. You acknowledge that the Company has no control over the information that can be accessed by using the Website and the Services and that the Company may not examine your use of the Services or the nature of the information you are sending or uploading. The Company therefore excludes all liability of any kind for the transmission or reception of such information of whatever nature.
c. The Company does not represent that the information contained in the Website or in any communication from the Company, including but not limited to telephone conversations, E-mails and letters, is accurate, verified, current, comprehensive or complete. They could contain inaccuracies, typographical, human and/or machine errors or omissions. The Company will not be liable in any circumstances for any direct, indirect, consequential or special damages arising from use of the Website or Services of the Company. For these reasons users of the Website should neither rely, nor act upon any of the information contained within The Website, and if anyone does so, it will be entirely at their own risk.
d. E-mails that are automatically generated from information provided by Customers and Service Professionals are NOT under the editorial control of the Company. These may be automatically sent un-checked and un-edited by the Company and therefore they do not necessarily reflect the opinions and/or beliefs of The Company.
e. The Company is not responsible and cannot be held liable for any inaccuracies, the validity, reliability, any falsehoods, misrepresentations, defamatory language or words, libelous statements, fraudulent activities or any other damaging words, sentences or statements contained in the components of E-mails that are not under the editorial control of the Company.
f. You agree that, except for death and personal injury arising from our negligence, the Company shall not be liable in contract, tort, negligence, statutory duty or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including, without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where the Company has been advised of the possibility of such loss or damage).
g. Without limiting the generality of Clauses 1(e) and 1(f) of this Agreement, Customers agree not to hold the Company responsible for any damages or other liabilities arising from Work performed by any Service Professional. The Company does not and cannot be involved in Customers’ dealings with Service Professionals, or control whether or not Service Professionals will complete any Work as agreed and in the event that a Customer has a dispute with one or more Service Professionals, the Customer hereby releases the Company (and its agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
h. Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising therefrom, are hereby expressly excluded to the extent permitted by law.
i. While every reasonable care will be taken in respect of information supplied by you, the Company cannot accept liability for any information placed or omitted to be placed on the Website (whether or not any such liability is occasioned by the Company’s fault or negligence or otherwise).
j. The Company cannot and does not guarantee and does not warrant against human and/or machine errors, omissions, delays, interruptions or losses of information or data, infringing any material, or defamation.
k. The Company cannot guarantee the day or time that the Company will respond to any E-mail, telephone or written enquiries or Website form submissions.
l. Any responses made by the Company do not purport to be complete and exhaustive.
m. Without limiting the foregoing, the Company shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown, transmitter or satellite degradation, failure of the Internet, interruption or failure or any other condition beyond the control of the Company’s affecting production or delivery of the Website and any information incorporated in it in any manner or any of its obligations under this Agreement.
n. Each of the provisions of this Clause 11 shall be construed separately and independently of the others.
a. Should Customers have a dispute with a Service Professional, they must, in the first instance, address such dispute directly to the Service Professional concerned and feedback the results to the Company.
b. The Company may at its sole discretion without being under legal obligation to do so, investigate any grievances held by Customers, and may discuss any investigation with all involved parties. However there are only three possible outcomes of a grievance investigation:
I. A customer and / or Service Professional may be allowed to continue using the Services of The Company;
II. a customer and / or Service Professional may be Suspended from using the Services of The Company for a period of time, at the discretion of The Company;
III. a customer and / or Service Professional may be banned indefinitely from using the Services of The Company.
c. You hereby agree to release The Company from any damages or claims (including punitive, consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes.
13. Suspension and termination
a. The Company reserves the right to Suspend or discontinue its Service to individual customers and / or Service Professionals, with immediate effect, as it sees fit and in circumstances including, but not limited to:
I. where The Company has not received written permission from provisional Service Professionals to undertake the necessary checks as part of its vetting process within the required 14-day period.
II. where payments that are due have not been settled within 14 days.
III. where the Company suspects that a Customer or Service Professional is in material breach of any term hereof.
b. Either party may terminate this Agreement forthwith by written notice if the other commits any material breach of any term hereof and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.
a. The Company Reserves the right to vary this Agreement from time to time, any such variation being binding on you one week after notification to you.
b. Clause headings are inserted for convenience only and shall not affect the construction hereof.
c. If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby.
d. You may not assign, transfer or sub-contract any of its rights hereunder without the prior written consent of the Company. The Company may assign, transfer or sub-contract all or any of its rights at any time without your consent.
e. Any express or implied waiver by the Company of any term or condition hereof or any breach or default by you may be terminated by the Company at any time. No such waiver shall constitute a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or default or from enforcing any term or condition hereof.
f. This Agreement constitutes the entire agreement between the Company and you as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral (other than fraudulent misrepresentation). You acknowledge that no reliance is placed on any representation made but not embodied herein.
g. The provisions of Clauses 1, 2, 3, 4, 9, 10, 11, and 14(f) shall survive termination of this Agreement.
h. Any notice to be given under this Agreement may be given via E-mail, regular mail, facsimile or by hand to the address provided on the Website or otherwise as notified by one party to the other.
i. No terms or conditions other than those set forth herein or any variation thereof under Clause 8(b) shall be binding upon The Company, unless in writing and signed on behalf of both The Company and you.
j. Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
k. This Agreement is governed by Scots Law and the parties submit to the non-exclusive jurisdiction of the Scottish Courts.