Terms and conditions

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1. Introduction

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 206 Tufnell Park Road London, England, N7 0PZ (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 theServices and you do not agree to the changes, the provisions of Condition 9.4shall apply.

2. Definitions and Interpretation

2.1. In these Terms, the following words have the following meanings:

Administrator: has the meaning given to it inCondition 3.3;

BusinessDay: aday other than a Saturday, Sunday or public holiday in England when banks inLondon 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 theGeneral 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;

EmployeePersonal 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 whosePersonal Data and other information is uploaded to the Services;

FreelancerPersonal Data: any Personal Data relating to  Freelancer which you provide to us in respect of the Service;

IPRights: 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 of 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 ServiceApp, provision of Employee Salary Information to Employees and all support that we may provide to you under the SLA;.

ServiceApp: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 toFreelancers through the Service App and to Employees by email or through theWebsite;

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 CompanyContent and view the Service Information available atmoonworkers.co.uk.

‍2.2.Wordsin the singular include the plural and in the plural include the singular.

‍2.3.Theheadings 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 aright or remedy of a party is expressed to be an exclusive right or remedy, theexrcise of it by a party is without prejudice to that party's other rights andremedies.

‍2.6.Any phraseintroduced by the words including shall be construed as illustrative and shallnot 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. Use of Service

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 authorityto bind you, and to establish accounts as necessary for allother Employees that need to access the Website to upload Company Content.When you use our Service,  you must comply with all applicable laws andyou agree not to:

(a) try to gain unauthorised access to the Website or any networks, servers or computer systems connected to theWebsite;  

(b) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Website save to the extent expressly permitted by law not capable of lawful exclusion;  

(c) allow any third party, except an Employee or Freelancer, to access the Service; and

(d) use or access the  Website to build or support, and/or assist a third party in building or supporting, products or services competitive to us. 

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 ourService, 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. Account

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. Viruses,Malware and Security

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. Fees and Payment

6.1. You may be offered a one month’s free trial of our access and use our Services premium services for one Employee   on signing up for an account at our sole discretion. During this time, However, you may only request a booking with up to 10 (ten) Freelancers.   

6.2. After the initial month described atSubject to Clause 6.1, 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 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. Availability

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. We shall use reasonable endeavours to comply with the SLA for the Services.

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. Company Content

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. You agree to notify us of any errors in the Service Information.  We shall promptly amend such errors, except where such errors arise as a result of any information in the Company Content.   We shall have no liability for any errors in the Service Information based on the Company Content.

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.  You acknowledge and agree that this process will overwrite the Company Content stored on the Services prior to the restoration.  Accordingly, you shall separately maintain up-to-date copies of the Company Content.

9. Termination

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 Servives 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 or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

9.3. Any purported amendment to or termination of the Services shall not affect any obligations you have to a Freelancer.  Accordingly, you shall continue to be liable to pay all sums due to a Freelancer for all services provided by the Freelancer in accordance with the notwithstanding any termination of the Services.

9.4. Upon termination you may no longer use the Service and you acknowledge that your Company Content may be deleted. We may, but are not obliged to, allow you to download your Company Content and/or facilitate your export of your Company Content subject to the payment of our fee for such additional work.

10. Intellectual Property

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 and to perform our obligations under these Terms, together with the right to grant sublicences under this Condition 10.2.

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.

10.4. You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim).  For the avoidance of doubt, this Condition 10.4 does not apply to any claim in respect of the Company Content.  You shall:

(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;

(b) give to our and its professional advisers all reasonable assistance as may be required in relation to a Claim;

(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and

(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the Services.

10.5 On receipt of a notice under Condition 10.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services without to avoid the infringement.

10.6 For the avoidance of doubt, Conditions 10.4 and 10.5 do not apply to the Company Content and/or the Service Information to the extent based on the Company Content.

11. Confidential Information

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 (the Disclosing Party) to the other party (the Receiving Party).  We acknowledge that the Company Content and the Service Information to the extent based on the Company Content are your Confidential Information.

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.

11.3. The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

11.4. The provisions of Conditions 11.1, 11.2 and 11.3 shall not apply to any Confidential Information which:

(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;

(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or

(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

12. Employee Personal Data

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.  Each party shall promptly notify the other party if it becomes aware of any breach of the Data Protection Legislation by it in connection with the Service.

(a) Each of the parties agrees that in the course of providing the Services, we will collect and process Employee Personal Data. In doing so, we are the processor of the Employee Personal Data and you are the controller of the Employee Personal Data.  We will continue to process the Freelancer Personal Data in accordance with our Privacy Policy.

(b) You warrant that you have the right to engage us to process the Employee Personal Data under the Data Protection Legislation in accordance with these Terms.

(c) You agree that we shall be entitled to sub-contract processing of the Employee Personal Data provided that we shall be fully responsible for the acts and omissions of all sub-processor as if they were our acts and omissions.

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 promptly provide such information and assistance as you may reasonably require, to enable you to comply with your obligations under the Data Protection Legislation taking into account the nature of the processing and the information available to us;

(c) comply with any request from you requiring us to amend, transfer or delete Employee Personal Data or to restrict processing and we shall confirm that such request has been implemented;

(d) take and implement all such technical and organisational security procedures and measures necessary and appropriate which ensure a level of security to preserve the security and confidentiality of any  Employee Personal Data processed by us having regard to the types of personal data being processed and to the extent we store the Employee Personal Data on its systems;

(e) upon termination of the Service or as may be requested in writing at any time by you, cease to use the  Employee Personal Data and at your discretion return the  Employee Personal Data and delete all copies of it to the extent commercially possible; and

(f) notify you if we become aware of any security breach affecting the Employee Personal Data on our system;

(g) permit you and/or your auditor to inspect and audit our activities under this Condition 8 during working hours and on reasonable notice at no more than once in each 12 (twelve) month period; and

(h) co-operate and assist you or any regulator where you are required to deal or comply with any assessment, enquiry, notice or investigation by a relevant regulator  so as to enable you to comply with all of your obligations as a controller which arise as a result of such an assessment, enquiry, notice or investigation.

12.3. You agree that we may process Employee Personal Data outside the United Kingdom and European Economic Area, including through our sub-contractors. We shall ensure that any processing that does take place outside the United Kingdom and European Economic Area, complies with the Data Protection Legislation or takes place in a country, a territory or sector that the European Commission has decided ensures an adequate level of protection for Personal Data.

12.4. Notwithstanding any other provision of these Terms,  we may process the Employee Personal Data if and to the extent that we are required to do so by applicable law. In such a case, we shall inform you of the legal requirement before processing, unless that law prohibits such information.

13. Liability

We warrant that:

(a) we have the right to enter into these Terms and to provide the Service as contemplated by these Terms;

(b) the Service shall, under normal operating conditions, enable you to input Company Content and for your Freelancers and Employees to access and receive Service Information.

(c) If any of the warranties in Condition 13.1 is breached, you must notify us as soon as possible. You must give us a reasonable time to fix the problem, including (in our discretion) by making available a corrected version of the Service Information or a reasonable way to work around the problem that is not materially detrimental to you. If we can do this within a reasonable time, this shall be your sole and exclusive remedy in relation to such breach.

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 (including any Service Information).  In particular, it is your sole responsibility to ensure the Service meets the needs of your business and Employees.  

13.4. You warrant that you have not relied on any oral representation made by us or on our behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Services. You confirm that in your opinion, the Services are fit for your purposes.

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 or information;

(d) business interruption;

(e) loss of or wasted staff or management time;

(f) any kind of special, indirect, consequential loss or pure economic loss; and/or

(g) error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in the Company Content.

13.6. Subject to Condition 13.7 our total liability to you for all claims or series of claims relating under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses 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.

13.8     You acknowledge and agree that to the extent we provide any support to assist you to access the Service, we do not provide any legal, accounting or management advice or information in respect of your Employees, Freelancers or business generally, and accordingly you should not rely on our support for such purposes.

14. Force Majeure

14.1. For the purposes of this Condition 14, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.

14.2. If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

14.3. If performance of any obligation under these Terms is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Terms on written notice to the other party.14.4. The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Terms.

15. Notices

15.1. We may from time to time send any important notices by email.  Such notices may relate to matters including, but not limited to, changes to these Terms and increases to our Fees.

15.2. To contact us, please email us at privacy@moonworkers.co.uk or by using any of the methods provided on our contact page at https://www.moonworkers.co.uk/contact

16. Transferring rights

16.1. We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business.  If this happens, we will notify you in writing.  Your  rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.

16.2. You may not transfer your obligations and rights under these Terms without our express prior written permission.

17. Third-party rights

These Terms are between us and you.  They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

18. Severability

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.

19. No waiver

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. Dispute resolution

20.1. If a dispute arises between the parties under these Terms, then within 5 Business Days of the dispute arising, 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, then the parties shall be entitled to pursue legal action under Condition 21.

20.2. Nothing in Condition 20.1 shall prevent a party taking action under Condition 21 in respect of misuse of the Services.

21. Governing law and Jurisdiction

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.

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