Last Updated on 4th August 2015.
1.1 These are our terms of business. Together with the policies which they refer to, they set out all of the terms of the contract between you and us, whether you use our Service as a Worker, as a Client, or both.
1.2 Certain words and phrases used in these terms have defined meanings. Those definitions are set out in clause 13.
2.1 We are weliketowork Ltd, a company registered in England with company number 9100456. Our registered office is at 32A Goldstone Road, Hove BN3 3RP. You can contact us by email at [email protected] or by telephone at 01243 859260.
3.1 Our Service is a marketplace, bringing Workers and Clients together. Clients can post Projects setting out what they need, when they need it and how much they will pay, and Workers can then apply to carry out that Project. Clients select their chosen Worker, that Worker performs the Project, and the Client pays the Worker (in advance or arrears, as they may agree).
3.2 Our role is to provide the platform facilitating those transactions, not to broker them. We have no role in negotiating the price or scope of Projects, and we are not party to the contracts between Workers and Clients for the performance of Projects. Subject to a few requirements inherent to contracting through our Service, which we set out in clause 7, Workers and Clients are free to contract with each other on any terms they wish.
3.3 Our Service is only for adults acting in the course of a business or profession and who are based in the mainland United Kingdom. It is not suitable for consumers or minors. So, each time you use our Service, you represent to us that you are an adult, that you are using our Service in the course of your business or profession, and that you are based in the mainland United Kingdom. If that representation is, or becomes, untrue, we will be entitled to terminate your account immediately.
3.4 While we do have a vetting procedure and we do run certain background checks, they are not fool-proof and so, as a marketplace, we cannot take responsibility for the accuracy or completeness of information that our Users provide about themselves. When dealing with another User of our Service, whether as a Client or as a Worker, you must exercise at least the level of caution and care that a reasonable person in your position would exercise when dealing with strangers, especially if you are arranging to meet face to face.
3.5 Nothing about these terms or our Service is intended to create any obligation of exclusivity or any minimum performance requirement. You are free to offer and obtain work anywhere else as you see fit, and nothing obliges you to post or apply for any Projects through our Service.
4.1 When you create an account with us, we ask you to choose a password to protect your account. You must keep that password safe, and you must not share it with anyone else. If you think someone else might know your password, you must change it straight away. You are solely responsible for all actions taken on our Service using your account.
4.2 Whether you use our Service as a Worker or as a Client, we also ask you to provide us with certain information about you, such as your phone number and your email and postal addresses. That information must be true, complete and current, and you must ensure that you keep it up to date. You may not create an account with us using an assumed name or someone else’s identity.
4.3 Our Service allows you to upload various materials, including text and photos, which other Users will see. Whenever any material is uploaded using your account, you must ensure that you have all the necessary rights to use that material and to share it with us and with other Users of our Service, and you must ensure that material does not contain anything:
4.3.1 which is a trade secret or otherwise confidential; or
4.3.2 which is unlawful, offensive, obscene, defamatory or which tends to promote discrimination on the basis of a characteristic protected by law.
4.4 If you leave feedback about other Users, that feedback must, where it contains opinions, be a fair assessment based on your own experience of dealing with that User. Where it contains statements of fact, those facts must be true. We reserve the right to remove feedback in our sole discretion.
4.5 Our Service contains a messaging system allowing you to communicate with other Users. It is also possible (depending on the Project) that you will communicate outside of our Service with Users you contract with to perform Projects. Whenever you communicate with other Users in the context of the Service, you must not abuse or threaten them, use discriminatory language (such as racial slurs) to them, mislead them or make them promises you do not intend to keep. We reserve the right to terminate or suspend your account immediately in response to complaints about your conduct towards other Users.
4.6 We own or are licensed to use the intellectual property rights in our Service, including our branding and the underlying technologies. We grant to you a non-exclusive, revocable, royalty-free, non-sublicensable licence to use our Service in accordance with these terms for as long as your account remains active. If you are a Worker, you may also, if you wish, include in your own promotional material approved versions of our logo which we may make available to you from time to time for that purpose, so long as you do not alter it or use it in a way which damages our brand or reputation. You may not make any use of or exploit in any way any of our intellectual property rights except to the extent permitted by this clause 4.6.
4.7 You must not use our Service for any unlawful purpose. In particular, you must not use our Service to launder money, avoid sanctions or capital controls, pay or receive bribes, or to do anything in connection with the proceeds of crime. We reserve the right to monitor your use of the Service to ensure it is used lawfully.
4.8 Where another User shares with you in the context of the Service information which they describe as confidential, or which is obviously confidential, you must not share that information with anyone else without their permission, unless you are required to do so by law. You must not post any confidential information (whether yours or another User’s) in any area of the Service which is visible to Users generally, and we will not have any liability if you do.
5.1 When you create your account with us and indicate that you want to be a Worker, we will ask you to provide us with a short description of
yourself and to provide us with relevant information about your skills, your availability, your hourly rate and your location. We use that information to match you with potential Projects and to give you the opportunity to apply to perform those Projects, so you must ensure that the information you give to us is accurate and current, and you must keep it up to date.
5.2 By applying to perform a Project for a Client, you are making a binding offer to enter into a contract with that Client to perform that Project in return for the price offered by that Client. If the Client accepts your offer, a contract is created between you and the Client on:
5.2.1 the terms that you agree with the Client; and
5.2.2 the terms which we require to be included in contracts between Workers and Clients, as set out below in clause 7.
5.3 If you agree with a Client that you will perform a Project for them, you must perform that Project in accordance with (and otherwise comply with) your contract with that Client. You are responsible for ensuring that you perform that contract in accordance with applicable laws.
5.4 You must not apply to perform a Project for a Client unless, based on the information which the Client has provided, you are reasonably satisfied that you have the skills, knowledge, resources and experience to perform that Project to the required specifications, standard, budget and timeframe.
5.5 You must not offer to perform, or describe yourself as able to perform, any Service or Project which is unlawful.
5.6 You are an independent contractor, not our employee or an employee of any Client, and you must not mislead anyone about your status.
5.7 You may agree with a Client that they will pay you in advance, or that they will pay your fee to us to hold in our escrow account with our Payment Platform partner pending completion of the Project, in which case we will release that fee to you when the Client tells us to.
5.8 You must invoice your Client using our Service.
5.9 For ongoing Projects or Projects for which you charge on a time and materials basis, you must invoice the Client through our Service at least monthly.
5.10 You are responsible for your own costs and expenses in performing Projects, unless you and the Client agree otherwise. You must take this into account in agreeing your fee with the Client.
5.11 You are responsible for and will indemnify us in respect of any income tax, any National Insurance and social security contributions, and any other similar liability which arises as a result of your performance of Projects and use of the Service (and any penalty, fine or interest arising out of any of them), to the fullest extent permitted by applicable laws.
5.12 As an independent contractor, you are responsible for your legal liabilities to the Client. You should consider taking out appropriate insurance against those liabilities.
6.1 When you post a Project on our Service, you must include in the description of that Project enough information for Workers to be able to understand what you want them to do, your timing requirements and how much you are offering to pay them. The amount you offer to pay must be a reasonable market rate, taking into account that Workers are responsible for their own costs and expenses and their own tax and NI liabilities arising out of Projects they perform.
6.2 You may edit Projects after you post them, but:
6.2.1 you must reflect any increase in the scope of the Project with a corresponding increase in the amount you are willing to pay for it; and
6.2.2 you may not change the scope of a Project, or reduce the amount you are willing to pay, once you have chosen a Worker to perform it.
6.3 You must not post a Project which it would (in whole or in part) be unlawful to perform.
6.4 If you post a Project which will be ongoing, or which will be paid on a time and materials basis, you must specify a maximum amount of time which a Worker will be required to spend on the Project.
6.5 You must not post a Project which is, or which could be interpreted as, an offer of employment. Workers are independent contractors, not your employees, and you must not treat them as such. We are not responsible for any tax, National Insurance or similar liability, or any resulting cost, which you may incur as a result of HMRC finding that a Worker is your employee.
6.6 You may not withhold payment for a Project unless, in your reasonable opinion, the Worker has not performed it fully and to a reasonable standard. You must inform the Worker as soon as possible if you intend to withhold payment, and provide the reasons for it. Otherwise, you must pay a Worker for a Project in the amount and at the time you agree with them.
6.7 A Worker may request payment in advance, in which case you can either simply pay them in advance or, by agreement with them, pay the relevant amount to us to hold in an escrow account with our Payment Platform provider, in which case:
6.7.1 we will pay the relevant amount to the Worker when you tell us to; and
6.7.2 we will refund the relevant amount to you if the Worker does not start to perform the Project within a reasonable time and/or does not respond to your instruction to start the Project within one day.
6.8 We reserve the right to remove from our Service any Projects which you post in breach of these terms.
7.1 You agree that the following mandatory terms will always be implied into all contracts between you and a Client or Worker (as the case may be) made through our Service:
7.1.1 the scope of the Project to be performed will be as described and agreed through the Service and can only be changed through the Service;
7.1.2 the Client will pay the Worker the agreed amount only via the Payment Platform;
7.1.3 no other person will have any rights or liabilities under the contract;
7.1.4 the Client and the Worker are independent contractors and nothing in the contract will create any relationship of partnership, agency or employment between them;
7.1.5 the contract will terminate automatically if we exercise our right under clause 6.8 to remove the Project from our Service because it breaches these terms;
7.1.6 the Client and the Worker will, before commencing proceedings, first attempt to resolve any disputes using our dispute resolution process described in clause 11.4; and
7.1.7 the contract will be governed by English law.
7.2 You also agree that the following optional terms will be implied into all such contracts by default, unless you and the relevant Client or Worker (as the case may be) agree otherwise:
7.2.1 the Worker will perform the Project for the Client using reasonable care and skill;
7.2.2 in performing the project, the Worker will comply with the Client’s reasonable instructions;
7.2.3 the Client will provide the Worker with all information which the Worker reasonably requires to complete the Project;
7.2.4 the Worker may subcontract performance of the Project (or any part of it), provided that the Worker remains liable to the Client for such performance;
7.2.5 either the Worker or the Client can cancel the Project at any time, by notifying the other through our messaging system, in which case the Worker will immediately cease work on the Project and the Client will pay the Worker a reasonable pro rata amount reflecting the work done on the Project to date;
7.2.6 otherwise, the Client will pay the Worker in full promptly upon completion of the Project by the Worker to the Client’s reasonable satisfaction; and
7.2.7 all disputes arising out of or in connection with the contract will be subject to the exclusive jurisdiction of the English courts.
7.3 You acknowledge that ownership of intellectual property rights can only change hands in a written assignment, signed by both parties, and that we cannot effect that assignment in these terms. Therefore, you agree that:
7.3.1 if you agree with your Client or Worker (as the case may be) that the Client will own the intellectual property in the work product from a Project, you and your Client or Worker (as the case may be) will need to record that agreement in a separate written assignment of that intellectual property, signed by both of you; and
7.3.2 if you do not, the Client will receive a perpetual, worldwide, sub-licensable, irrevocable, royalty-free licence to use, modify, distribute, communicate and create derivative works from the work product.
7.4 We provide, in the Knowledge Base area of our site, a simple template assignment which you may wish to use in these situations. However, we provide that template as a convenience only; we are not lawyers, we cannot give legal advice, and so we cannot accept any liability in respect of that template or your use of it.
8.1 Our fees are advertised from time to time in our fee policy here. We will deduct our fees from the amounts paid for performance of Projects in accordance with that policy (and will add our fees to the relevant invoice issued through our Service as a separate line item).
8.2 Our fees are exclusive of VAT, which we do not charge.
8.3 Our fees are chargeable:
8.3.1 for each Project which a Worker arranges to perform for a Client through our Service; and
8.3.2 recognising the value that our Service adds in bringing Clients and Workers together, for any other work (other than work performed under a contract of employment) which a Worker may perform for a Client outside of our Service in the 6 months following the last Project which that Worker performed for that Client through our Service, if the Worker and Client were introduced through our Service.
8.4 We also charge a card processing fee of 2.5% on payments by debit or credit card. We reserve the right to change that fee from time to time.
9.1 Our Payment Platform partner is MANGOPAY, a trading style of Leetchi Corp S.A., whose registered office is at 59 Boulevard Royal, 2449 Luxembourg, and which is an electronic money institution regulated by the CSSF in Luxembourg.
9.2 To use our Service, you must have an account with MANGOPAY. You will be prompted to create that account as part of setting up your account with us.
9.3 If you are a Worker, your account with MANGOPAY must include a digital wallet. In order to provide that to you, MANGOPAY is required by law to perform certain checks on your identity and status. You agree to co-operate with those checks and to provide such information and documentation as MANGOPAY may request. If you do not, you may not use the Payment Platform, which may in turn mean that you cannot use our Service.
9.4 If you are a Client, you do not need to have a digital wallet with MANGOPAY, but you may choose to if you anticipate posting Projects frequently and wish to maintain a pre-paid fund for those Projects.
9.5 In order to have an account with MANGOPAY, you must accept their terms and conditions. By using our Service, or otherwise by creating an account with MANGOPAY, you are deemed to accept those terms and conditions, so please read them carefully.
9.6 Where you incur a charge to MANGOPAY in accordance with their terms and conditions, you are responsible for paying that charge. If you fail to pay such a charge, and the effect of that failure is that we are required to pay it on your behalf, you will immediately reimburse us for the full amount of that charge on an indemnity basis.
9.7 All funds held in the Payment Platform on your behalf will be safeguarded by MANGOPAY in a special, ring-fenced bank account, in accordance with applicable law.
11. Our rights and responsibilities generally, and our liability to you
11.1 We operate the Service. We will use reasonable endeavours to keep the technology powering the Service operational, allowing for appropriate maintenance windows and acknowledging that a certain amount of unscheduled downtime is inherent in web-based services such as the Service, and we will perform the Service using reasonable skill and care. We offer no other warranty in respect of the Service, and all warranties which would otherwise be implied into these terms by operation of law are excluded to the fullest extent permitted.
11.2 We may add or remove features from the Service from time to time. We will use reasonable endeavours to inform you of changes to features of the Service likely to have a significant impact on how you use it.
11.3 We do not perform Projects. We are not responsible for Workers’ performance of Projects, nor for Clients’ payment of Workers’ fees.
11.4 If a dispute arises between a Client and a Worker, we offer a limited dispute resolution service, as follows. For a period of no more than 14 days from when we are first informed of the dispute, we will work with the Client and Worker to try to agree a mutually acceptable compromise or resolution of the dispute. If a compromise or resolution is achieved in that time, we will record it in writing to each party. However, we are under no obligation to achieve a compromise or resolution, and Clients and Workers remain responsible for resolving disputes according to the contract between them.
11.5 In order to ensure that our risk is maintained at a level that is commercially viable, and in line with the limited fees which we charge for the Service, our liability to you is limited or excluded as follows:
11.5.1 nothing in these terms will limit or exclude our liability for fraud, fraudulent misrepresentation or any other matter which it is unlawful to limit or exclude;
11.5.2 we will have no liability to you for any loss of revenue, loss of opportunity, loss of profit, increased cost, replacement cost, account of our profit, loss of or damage to reputation or loss of or damage to data, nor for any indirect or consequential loss; and
11.5.3 otherwise, our total liability to you arising under or in connection with these terms or the Service, regardless of the legal theory of liability, is limited to an amount equal to the fees paid to us as a result of Projects posted or performed by you (as the case may be) in the 12 months preceding the event (or last in the series of events) giving rise to such liability.
11.6 We may suspend or terminate your account with us immediately:
11.6.1 if you breach these terms;
11.6.2 if we reasonably believe it is necessary to protect our interests or those of other Users;
11.6.3 if you become bankrupt or insolvent; or
11.6.4 if you die or otherwise become incapable of performing your obligations under these terms.
12.1 These terms and the documents referred to in them contain the whole of the agreement between you and us relating to the Service.
12.2 No representation or other pre-contractual statement will have any legal effect unless (and solely to the extent that) it is repeated in these terms.
12.3 These terms are the terms of a contract whereby we provide you with access to our Service in return for a fee. Nothing in these terms will create any relationship of partnership, agency or employment between us.
12.4 No waiver of any of these terms will be valid unless we agree it in writing.
12.5 Neither party will have any liability for its failure to perform its obligations under these terms if and to the extent that failure is caused by a reason beyond its reasonable control.
12.6 Article 10 of Directive 2000/31/EC will not apply to these terms.
12.7 These terms and all non-contractual obligations arising out of or in connection with them are governed by English law and subject to the exclusive jurisdiction of the English courts.
13.1 In these terms:
Client means any person who uses our Service as a client, posting Projects to be performed by Workers as they may from time to time agree;
Payment Platform means the payment platform provided to Users by MangoPay through the Service;
Service means our platform and site providing an online marketplace for services and skills;
Project means a project posted to our Service by a Client, with a view to its being performed by a Worker in return for payment;
User means any user of our Service, whether a Client or a Worker; and
Worker means any person who uses our Service as a worker, applying to perform and performing Projects for Clients as they may from time to time agree.