TERMS & CONDITIONS

PLEASE READ THIS CAREFULLY BEFORE CONTINUING:

BEFORE CLICKING ON THE ‘ACCEPT’ BUTTON BELOW TO COMMENCE DOWNLOADING THE CONTRACT, YOU SHOULD CAREFULLY READ THESE TERMS AND CONDITIONS. BY CLICKING ON THE ‘ACCEPT’ BUTTON BELOW YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS AND AGREE TO BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS YOU MUST NOT DOWNLOAD OR USE THE CONTRACT.

When you accept these terms and conditions by clicking on the ‘accept’ button below, Trades & Labour Ltd (CRN: 09258845) of 8^th Floor, Connect Centre, Kingston Crescent, Portsmouth, Hampshire, United Kingdom, PO2 8QL (“Licensor”) shall immediately grant you (“Licensee”) a limited, non-exclusive, non-transferrable licence (“Licence”) to Use the contract (“Contract”), subject to these terms and conditions.

1. Use of the Contract

‘Use’ shall be defined as including the copying, transmitting entering, viewing or loading of the Contract into the memory of a computer or other device (each a “Computer”) or sending the Contract (via any medium of communication) to any and all third parties whom you intend to engage the services of in connection with your normal course of business dealings. ‘Use’ shall also include copying the contents of the Contract in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering).

2. Licensee’s Undertakings

By accepting these terms and conditions you hereby undertake:

• Not to copy the Contract, except in accordance with these terms & conditions;
• To ensure that your contractors, agents and other parties under your control who will use the Contract do so in accordance with these terms and conditions and are accordingly notified of the same;
• Not to permit or facilitate the Use of the Contract in any manner which would constitute a breach of these terms and conditions;
• Not to place or distribute the Contract on any website, ftp server or similar location without the express prior written consent of the Licensor; and
• Not to Use the Contract for any purpose which may be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.

3. Intellectual Property Rights

The Contract and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the Contract, all subsequent copies of the Contract and all rights subsisting therein, regardless of the form in which such copies may exist. These terms and conditions are not to be construed as a sale of the original Contract or any copies thereof.

4. Term and Termination
   • On or around the date of acceptance of these terms and conditions, the Licensee shall pay to the Licensor on a one-off basis a setup fee (Setup Fee), such sum as to be determined by the Licensor.
   • The Licensee shall, in addition to clause 4.1, pay to the Licensor a monthly fee (Monthly Fee) in connection with the services the Licensor provides to the Licensee, such sum as to be determined by the Licensor upon the Licensor’s review of the number of workers engaged by the Licensee under the Contract, every 6 months.
   • Failure by the Licensee to pay to the Licensor:
     • The Setup Fee; and/or
     • The first instalment of the Monthly Fee

within 30 days of entering into these terms and conditions or being in receipt of the services provided by the Licensor, shall grant the Licensor with the option to terminate these terms and conditions with immediate effect.

• The Licensee agrees to receive and the Licensor agrees to grant, the Licence for a minimum term of 12 months from the date of acceptance of these terms & conditions (“Minimum Term”). If, for whatever reason, the Licensee having first accepted these terms and conditions subsequently confirms to the Licensor its desire to terminate their agreement to these terms and conditions prior to the conclusion of the Minimum Term, the Licensee shall remain entirely responsible and liable to the Licensor for any and all outstanding payments due to the Licensor, including but not limited to, the Setup Fee and all outstanding Monthly Fees until the conclusion of the Minimum Term.
• These terms and conditions are, and shall continue to be, effective until terminated. After the conclusion of the Minimum Term, either the Licensee or the Licensor may terminate their acceptance of these terms & conditions by providing 90 days’ notice in writing (which includes email) to the opposite party.
• You agree that, upon any such termination in connection with these terms and conditions, you will destroy the Contract including any copies in whatever form.

5. Limited Warranty
   • Subject to the limitations and exclusions of liability below, the Licensor warrants that the Contract will materially conform to any specifications or descriptions provided by the Licensor.
   • Subject to sub-Clause 5.1, the Contract is provided “as is” without any warranty of any kind, whether express or implied.
   • The Licensor does not warrant that the Contract will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.
   • The Licensor shall not be held liable in any regard, save for the exception of clause 5.6, in the event of:
     • the Licensor failing to provide to the Licensee a copy of the Contract, in each case signed by all parties to it, on commencement of a new worker providing services to the Licensee;
     • the Licensee fails to properly notify the Licensor or misrepresents to the Licensor of the usual business or trade of the Licensee;
     • the Licensee fails to properly notify the Licensor of a material change in the business or circumstances of the Licensee which results, or may result, in a worker engaged by the Licensee being adjudged to be an employee by HM Revenue & Customs (or any such similar body); or
     • a worker engaged by the Licensee under the terms of the Contract stopping his or her services to the Licensee and recommencing his or her services to the Licensee within 13 weeks from the original termination date without signing a new Contract.
   • In the event that the Licensor incurs any liability of any kind, the Licensor shall indemnify the Licensee for any loss suffered.
   • Nothing in this Clause 5 nor in the remainder of these terms and conditions shall limit or exclude the Licensor’s liability for death or personal injury arising out of the Licensor’s negligence nor for fraudulent misrepresentation.
6. General
   • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to the Contract or these terms and conditions.
   • These terms and conditions constitute the complete and exclusive statement between the Licensor and you and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
   • Any Clause in these terms and conditions that is found to be invalid or unenforceable shall be deemed deleted and the remainder of these terms and conditions shall not be affected by that deletion.
   • Failure or neglect by either party to exercise any of its rights or remedies under these terms and conditions will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of these terms and conditions nor prejudice that party’s right to take subsequent action.
   • The Licensee may not assign, transfer, sub-contract or otherwise part with these terms and conditions or the Contract or any right or obligation under them without the Licensor’s prior written consent.
7. Your Statutory Rights

The Contract and these terms and conditions provide the Licensee with specific legal rights. The Licensee may also have other rights that vary from one country to another. Other jurisdictions do allow limitations and exclusions subject to certain conditions.  In such a case the limitations and exclusions included in these terms and conditions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.  If any part of the limitations or exclusions in these terms and conditions are held to be void or unenforceable, such part(s) shall be deemed to be deleted from these terms and conditions and the remainder of the limitation or exclusion shall continue in full force and effect.

Any questions concerning these terms and conditions or the Contract should be directed to the Licensor.  Contact details are available on the Contact Us page.