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Last updated: 17th May 2022
1.1. These Terms are a contract between you and Moonworkers Ltd, a company registered in England and Wales under company number 11123973, whose registered address is 20-22 Wenlock Road, London, N1 7GU (we or us).
1.2. References to you or your are to the company or other organisation accessing the Services. The person who enters these Terms confirms that it has your authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.
1.3. The following Terms are binding on any use of the Service, and apply from the time that you begin using the Service.
1.4. We reserve the right to change and update these Terms at any time. We will publish the changes on the Website. If you do not agree to the changes please stop using our Services, we will treat your continued use of the Service as acceptance of the updated Terms. If the changes significantly affect your access to the Services and you do not agree to the changes, the provisions of Condition 9.4 shall apply.
2.1. In these Terms, the following words have the following meanings:
Administrator: has the meaning given to it in Condition 3.3;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Company Content: all material uploaded to the Services by you, including all documents, data and databases, Employee Personal Data and Freelancer Personal Data;
Confidential Information: has the meaning given to it in Condition 11;
Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679. The terms controller, processor, process, processed, processing and Personal Data shall have the meaning given to them in the Data Protection Legislation;
Employees: each of your employees whose Personal Data and other information is uploaded to the Services;
Employee Personal Data: any Personal Data relating to an Employee which you provide to us in respect of the Service;
Fee: the fee due for each Freelancer uploaded to the Services;
Freelancers: a freelancer who you have engaged on the Website Service App whose Personal Data and other information is uploaded to the Services;
Freelancer Personal Data: any Personal Data relating to Freelancer which you provide to us in respect of the Service;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
Service: the delivery of and access to the software as a service platform on the Website that you may use for human resource and payment services for your Employees and to request to book a Freelancer, together with access by Freelancers to the Service App, provision of Employee Salary Information to Employees and all support that we may provide to you under the SLA;
Service App: the mobile application that Freelancers can access in order to accept a booking request you make and view the Service Information;
Service Information: any information and/or documents created by the Services based on your Company Content and available to Freelancers through the Service App and to Employees by email or through the Website;
SLA: our service level agreement as may be updated from time to time;
Website: the website that you and your Employees can access in order to upload Company Content and view the Service Information available at moonworkers.co.uk.
2.2. Words in the singular include the plural and in the plural include the singular.
2.3. The headings shall not affect the interpretation of these Terms.
2.4. References to Conditions are references to the numbered provisions of these Terms.
2.5. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
2.6. Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
3.1. We grant you the right to access, use and receive the Service, and will provide the Service with reasonable skill and care. This right is non-exclusive, non-transferable and limited by and subject to these Terms.
3.2. You must only use the Service for your own lawful internal business purposes in accordance with these Terms.
3.3. You shall designate one contact as the responsible party for communication (your Administrator). Your Administrator shall have the authority to bind you, and to establish accounts as necessary for all other Employees that need to access the Website to upload Company Content. When you use our Service, you must comply with all applicable laws and you agree not to:
3.5. We may freely use any anonymous data that we learn, acquire or obtain in connection with your use of the Website and our provision of the Services in order to improve, review and analyse the Website, Employee App and Services.
3.6. You shall not act in a way which could risk overloading, impairing or damaging our Service, Website and supporting infrastructure. If at any time your access to and/or use of the Service is excessive and as a result impacts on other clients' ability to use the Service, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use. We reserve the right to increase the Fee due to any such excessive use.
4.1. You must provide your full name, a valid company email address and company or other organisation name to create an account.
4.2. You are responsible for choosing a secure password for your account and keeping this confidential. We are not liable for any losses or damages you may experience from failing to keep this information confidential. You are solely responsible for all activities that occur within your account, you must notify us immediately if you suspect there has been unauthorised access to or use of your account and provide all reasonable assistance to bring an end to such unauthorised access or use.
5.1. We exercise all reasonable skill and care to ensure that the Service is secure and free from viruses and other malware. We do not, however, guarantee that the Service is secure or free from viruses or other malware.
5.2. You are responsible for protecting its hardware, software, data and other material from viruses, malware and other internet security risks.
5.3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Service.
5.4. You must not attack the Service by means of a denial of service attack, a distributed denial of service attack, or by any other means.
6.1. You may be offered a one month's free trial of our access and use of our Services premium services for one Employee on signing up for an account at our sole discretion.
6.2. After the initial month, the Fee is due to access and use the Service. The Fee is exclusive of taxes, and you shall pay all taxes or other similar charges you are legally required to pay.
6.3. The Fee is due each month and is calculated as follows: (a) a Fee is due for each Employee registered on the Website at any time during the previous month; and (b) a Fee is also due for any Freelancer each time that Freelancer confirms a booking on the Service App during the previous month.
6.4. We may increase the Fee with one month's prior written notice to you. We will inform you via email of any increase.
6.5. If any Fee is not received in full and cleared within 5 Business Days after the due date, and without prejudice to any other rights and remedies available to us, we may: (a) suspend your access to and our provision of the Services; and (b) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.1. We shall use reasonable endeavours to make the Service available at all times, but you acknowledge that there may be occasions when access to the Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
7.2. We reserve the right to remove any content or features from the Service for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances.
8.1. You warrant and represent that the Company Content will not: (a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations; (b) infringe the IP Rights or other legal rights of any person; (c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (d) be deliberately or knowingly false, inaccurate or misleading; and/or (e) give rise to any cause of action against us.
8.2. We are not responsible and accept no liability for Company Content. We do not actively monitor any Company Content, but you agree that at any time we shall be entitled to delete any Company Content that we reasonably believe is in breach of Condition 8.1.
8.3. You agree that the Service Information is based on and reflects the information in the Company Content. Accordingly, you must make sure that the Company Content is accurate and complete.
8.4. In the event of any loss or damage to Company Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Company Content from the latest back up of such Company Content maintained by us.
9.1. You may discontinue your use of the Service at any time on written notice to us subject to this Condition 9.
9.2. Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating the Services with immediate effect if: (a) the other party commits any material breach of any of the terms of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 days of being notified of the breach; or (b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets.
9.3. Any purported amendment to or termination of the Services shall not affect any obligations you have to a Freelancer.
9.4. Upon termination you may no longer use the Service and you acknowledge that your Company Content may be deleted.
10.1. All IP Rights in the Service are owned by us or have been licensed to us.
10.2. You and/or your licensors remain the owner of all IP Rights in the Company Content. You grant to us free of charge, a royalty-free, worldwide, non-exclusive licence to use the Company Content only to such extent as is necessary to enable us to provide the Service.
10.3. You grant to us the right and licence to use your name and any associated logo in any and all promotional and marketing materials, including online materials.
11.1. Confidential Information shall mean all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party to the other party.
11.2. The Receiving Party shall not, and shall ensure that its employees shall not, use, copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.
12.1. The parties shall both comply at all times with the Data Protection Legislation and shall not do anything (or fail to do anything) to cause the other party to breach any of its obligations under the Data Protection Legislation. In the course of providing the Services, we will collect and process Employee Personal Data as processor, and you are the controller.
12.2. In processing the Employee Personal Data on your behalf, we shall: (a) process the Employee Personal Data only as necessary to provide the Service; (b) co-operate with you and comply with Data Protection Legislation; (c) implement appropriate technical and organisational security measures; (d) upon termination, cease to use the Employee Personal Data and return or delete all copies.
12.3. You agree that we may process Employee Personal Data outside the United Kingdom and European Economic Area where adequate controls are in place.
13.3. Except as expressly set out in these Terms, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services.
13.5. Subject to Condition 13.7, we shall not be liable to you for: (a) loss of profits; (b) loss of business; (c) loss or corruption of data; (d) business interruption; (e) loss of or wasted staff or management time; (f) any kind of special, indirect, consequential or pure economic loss.
13.6. Subject to Condition 13.7, our total liability to you for all claims under these Terms whether in contract, negligence or otherwise shall be limited to the Fees paid in the 12 months preceding the date the claim arose.
13.7. Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
14.1. Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond its reasonable control, including change in laws or regulations, war, terrorism, strike, failure of suppliers, riot, act of God, fire, flood or storm.
15.1. We may from time to time send important notices by email relating to matters including changes to these Terms and increases to our Fees.
15.2. To contact us, please email us at privacy@moonworkers.co.uk.
16.1. We may transfer our obligations and rights under these Terms to a third party. We will notify you in writing if this happens. Your rights under these Terms will not be affected.
16.2. You may not transfer your obligations and rights under these Terms without our express prior written permission.
These Terms are between us and you. They are not intended to benefit any other person or third party in any way.
If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then such provision shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
20.1. If a dispute arises between the parties under these Terms, within 5 Business Days the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 Business Days, the parties shall be entitled to pursue legal action.
These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.