Updated 05 May 2018
The following agreement (the "Agreement") sets forth the terms and conditions whereby you, a fully-licensed professional (to the extent required by applicable law) qualified to provide the services contemplated by this Agreement to third parties that you may elect from those which may, from time to time, contact you via the web-based platform of BLT Online Solutions Ltd ("Platform"), a company incorporated in the UK under registration number 10201424 d/b/a Beespoke ("Beespoke").
1.1 – Beespoke is the owner of a technology platform that creates a network to connect potential customers ("Clients") with fully-licensed (to the extent required by applicable law) and qualified professionals (“Professional”, “You”, “Your”), in the business of providing home cleaning, childcare, pet care, fitness services and any other services ("Services").
1.2 – Beespoke provides a Platform through which Clients may connect with Professionals with whom they may arrange a variety of Services. Beespoke and Professional intend that the Professional will provide its Services to the Clients strictly as an independent contractor and not as an employee, worker, agent, joint venturer, partner or franchisee of Beespoke or any Client for any purpose.
1.3 – Beespoke does not provide the Services described in this Agreement and does not employ Professionals to perform said Services. Beespoke’s role is limited to offering the Platform as a tool for Professionals and Client to connect and interact.
2.1 – You shall be eligible to advertise your Services through the Platform in so far as you are fully-licensed (to the extent required by applicable law) and qualified to provide the said Services. In those jurisdictions where a license, permit, or certification is required to perform the Services, you shall, upon request, provide proof to Beespoke, and to the Client, of all necessary licenses, permits and/or certifications before you provide any such Services under this Agreement.
2.2 – From time to time, at their sole and complete discretion, Clients will send you enquiries using the Platform (the "Enquiries").
2.3 – Beespoke does not guarantee you any minimum number of Enquiries will be received at any point during the term of this Agreement.
2.5 – You have no obligation to respond Client Enquiry received through the Platform.
2.6 – Each Enquiry received shall be treated as an entirely independent engagement and, other than as set out in this Agreement, there shall be no relationship between you and Beespoke. Neither party wishes to create or imply any mutuality of obligation between themselves.
2.7 – If you accept an Enquiry, a contract may be formed between you and the Client, under your own Terms & Conditions.
2.6 – Beespoke shall not control or have any right to control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services, the tools and materials you use to perform the Services, or the manner in which you complete the Services. Beespoke will not and has no right to, under any circumstances, inspect your work for quality purposes.
3.1 – You acknowledge that the Platform is intended only to those Professionals who maintain the highest standards of professionalism and quality of service.
3.2 – To ensure that the Platform remains a reliable source of recommendations for the Clients, you acknowledge the following responsibilities and shall ensure, for the entire period of the Agreement, to:
(a) provide a fair view of your availabilities, and maintain them up to date at all times to the best of your ability in their Account;
(b) maintain your coverage area up to date at all times to the best of your ability in your Account;
(c) reply as soon as is practical to all Enquiries received from Clients.
(d) personally perform the Services, except as otherwise provided in this Agreement;
(e) inform the Client as soon as you reasonably can if you are unable to provide the Services or complete any part the Services for any reason;
(f) not incur any expense on the Client’s behalf unless the Client specifically tells you to do so in writing;
(g) comply with all reasonable standards of safety at the place where the Services are provided, and to report any unsafe working conditions or practices;
(h) comply with all applicable laws about anti-bribery and anti-corruption including the Bribery Act 2010, and also with Beespoke’s data protection policies that you are made aware of; and
(i) make sure that nothing you do will be unlawful or infringe anybody else's rights of data or privacy, or be obscene, or damage anybody's reputation in a way that the law judges to be defamatory.
3.3 – Further, you agree to maintain high standards of professionalism and quality of service, including but not limited to maintaining tools and materials consistent with industry standard and in good working condition;
3.4 – You are an independent contractor and you will use your own initiative as to the way in which the Services are delivered, provided that in doing so you shall undertake all reasonable efforts to deliver an excellent experience to the Client.
3.5 – As far as is reasonably practicable, you shall provide, at your own cost, all such equipment as is agreed with the Client for the satisfactory performance of the Services.
3.6 – You warrant and undertake that, by providing the Services to the Client, you are not in breach of any other obligation binding upon you and that you are entitled to work in the UK.
3.7 – You consent to:
(a) Beespoke holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998);
(b) Beespoke making such information available to those who provide products or services to Beespoke such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Beespoke or any part of its business;
(c) the transfer of such information to Beespoke’s business contacts outside the European Economic Area in order to further its business interests.
3.8 – In the event you fail consistently in the application of any of the responsibilities as set forth in this paragraph 3, you acknowledge that Beespoke may deactivate your Account.
4.1 – Beespoke subscriptions are generally free, but certain Platform features may, from time to time, only become available to Professionals who subscribe to a paid Subscription (referred to as a “Paid Subscription”).
4.2 – We may occasionally need to change the features and/or change the prices charged for your Subscription. In the event of any increase in the price or material reduction in the features of any Paid Subscription, we will communicate these change(s) to you at least six (6) weeks in advance and the changes will only take effect with respect to any subsequent renewal of your subscription. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such six (6) week period, your continued use of your account after the end of that six (6) week period will constitute your acceptance of the changes to your Paid Subscription.
5.1 – You are an independent contractor and have not been engaged by Beespoke to perform Services on Beespoke’s behalf. Rather, you have entered into this Agreement for the purpose of having access to the Platform and its network of Clients, in exchange for which you may be required to pay Beespoke a fee, as described herein.
5.2 – This Agreement shall not be construed to create any association, partnership, joint venture, employee or worker relationship between you and Beespoke or any Client for any purpose. You have no authority to bind Beespoke and you shall not make any agreements or representations on Beespoke’s behalf without Beespoke’s prior written consent.
5.3 – You understand that you will not be eligible to participate in any benefit plans offered to Beespoke employees, including, but not limited to, vacation, group medical or life insurance, disability, income protection, profit sharing, pension or retirement benefits or any other fringe benefits or benefit plans offered by Beespoke to its employees.
5.4 – Beespoke will not be responsible for withholding or paying any income or payroll taxes, National Insurance, or pension contributions, or other employment-related contributions or charges of any kind, or obtaining workers' compensation or liability insurance on your behalf. You shall be responsible for, and shall indemnify and hold Beespoke harmless for any claims, suits, or actions related to this provision, including any such claims brought by you or by any third party with respect to any claims for taxes or contributions, including penalties and interest.
6.1 – You shall provide Beespoke with such identification documents or other information as we may require in order to set up your account. Such information may include ID, proof of incorporation, proof of address and right to work in the UK. We may ask you for evidence that you hold public liability insurance.
6.2 – You consent to Beespoke carrying out checks on such documents and information, including by the use of third parties.
6.3 – You represents and warrants to Beespoke that:
(a) You have the legal right to provide the Services that are contemplated by this Agreement in the United Kingdom;
(b) You, and any of your Professionals, are at least 18 years of age;
(c) The details that you provide to us are accurate and up to date;
(d) You have never been convicted of any criminal offence;
(e) You are fully-licensed (to the extent required by applicable law) and authorised to provide the Services contemplated by this Agreement within the jurisdiction in which you intend to offer the said Services, and you have the required skill, experience, and qualifications to perform the Services;
(f) You shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services.
6.4 – You acknowledge that your failure to comply with the foregoing shall constitute a material breach of this Agreement.
7.1 – You may be involved in any other business, trade, professional or other activity, including providing Services to customers through means other than the Platform, including other web-based portals, during the Term of this Agreement.
8.1 – You shall defend, indemnify and hold harmless Beespoke and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including attorneys' fees) arising out of or resulting from:
(a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions; and
(b) your breach of any representation, warranty, or obligation under this Agreement.
8.2 – The Services that you provide pursuant to this Agreement are fully and entirely your responsibility. Beespoke is not responsible or liable for the actions or inactions of a Client or other third party in relation to the Services provided by you. Further, you understand that by using the Platform, you will be introduced to Clients and third parties in relation to whom Beespoke has not conducted any background or reference check, that may be potentially dangerous, and that you use the Platform at your own risk.
8.3 – You shall comply with all laws and regulations relating to VAT. You hereby indemnify and shall hold harmless Beespoke in respect of any failure on your part to comply in full with all such VAT laws and regulations.
9.1 – It is your sole responsibility to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Beespoke, with policy limits sufficient to protect and indemnify Beespoke and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your conduct, acts, or omissions.
9.2 – You shall make the insurance policy and evidence that all premiums have been paid up to date available for inspection by Beespoke upon request.
10.1 – This Agreement shall be effective as of the date it is executed by you and shall remain in effect unless and until terminated as set forth in this paragraph 10 (the "Term").
10.2 – Beespoke reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Beespoke shall use its reasonable endeavours to notify you of such decision in advance.
10.3 – You hereby agree that Beespoke and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Platform and/or any Services that Beespoke may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Platform, the Services or any part or parts thereof, or your possibility to use or access the Platform from or within any territory or territories.
10.4 – Neither you nor Beespoke will be liable to the other for failure or delay in carrying out this Agreement, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
10.5 – The terms and conditions of this paragraph and paragraphs 6, 8, 11, 12, 13, 14, 15, 16, 17, 18 shall survive the expiration or termination of this Agreement.
11.1 – Beespoke licenses use of the Platform to you on the basis of this Agreement. Beespoke remains the owner of the Platform at all times.
11.3 – Unless you have entered into a separate written agreement with us, you shall not copy, republish, frame, link to, download, transmit, modify, adapt, rent, lease, loan, sell, assign, distribute, license or sublicense the Platform or any of the Content. No copyright and/or other intellectual property notices or watermarks on any Content shall be deleted or modified.
11.4 – You shall not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform except to the extent allowed by law.
13.1 – You may not use or disclose to anyone any Confidential Information about Beespoke’s business that they may see or find out when providing the Services, including Confidential Information in any form relating to products, technical data and trade secrets, unless:
(a) Your work makes it necessary to disclose it to someone in order that they can help you fulfil the Services;
(b) Beespoke approves its disclosure;
(c) the law requires it to be disclosed;
(d) the information is already public and known by others (but not because you told them).
13.2 – You understand that in performing the Services, you will receive certain private and/or confidential information regarding the Clients and may have access to the premises of their property and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Client, you agree that you shall not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information regarding the Client, including addresses, telephone numbers and/or financial information.
13.3 – You further agree not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorised photographs or making unauthorised audio or video recordings of a Client or his or her property or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. You acknowledge that failure to comply with the foregoing shall constitute a material breach of this Agreement.
14.1 – The Beespoke Platform has some areas where Clients may communicate with you, such as message boards, recommendations and references, and/or other message or communication facilities. Any material posted or transmitted to the Beespoke Platform ("Content") through your Account will be attributed to you, and you are personally responsible for it. We will not be responsible, or liable to any third party, for the Content or accuracy of any Content posted or uploaded by you and we do not recommend or endorse any such Content or accept any responsibility for its accuracy.
14.2 – You are prohibited from posting or transmitting to or from the Platform any material:
(a) That is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) For which you have not obtained all necessary licenses and/or approvals; or
(c) Which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
(d) Which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
(e) Contains or discloses another person’s personal information without his or her written consent; or
(f) Collects or solicits another person’s personal information for commercial or unlawful purposes.
14.3 – Beespoke reserves the right, but is not under any obligation, to monitor information that is submitted to the Platform and to remove such information or material that in our sole opinion violates any applicable law, either the letter or spirit of this Agreement, or upon the request of a third party.
14.4 – You shall not:
(a) Use the Platform or its Content in any unlawful manner;
(b) Misuse the Platform (including, without limitation, by hacking or inserting malicious code);
(c) Resell the Platform or its Content;
(d) Infringe our or any third party’s intellectual property rights in your use of the Platform or its Content;
(e) Use the Platform to solicit, advertise to or contact Clients for any purpose other than to arrange Services through the Platform;
(f) Use the Platform to transmit chain letters, junk or spam;
(g) Use the Platform to harass, abuse or harm another person;
(h) Frame or use any framing techniques to enclose the Platform or any part of it;
(i) Take any action that in our sole discretion places an unreasonable or disproportionately large load on our servers or other infrastructure; or
(j) Use the Platform in any way that may cause, or be likely to cause, access to or use of the Platform to be interrupted, damaged or impaired in any way.
15.1 – You may link to the Site, provided you do so in a way that is fair and legal and does not damage Beespoke’s reputation or take advantage of it. You must not establish a link to the homepage in any website that is not owned by you or in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the homepage.
15.2 – We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with our Content standards as set out above. If you wish to make any use of any Content on the Site other than that set out above, please contact us at firstname.lastname@example.org
16.1 – The Platform may contain links to other websites and resources provided by third parties, including, without limitation, advertisers. We have no control over those websites or resources or their availability and any links to them are provided for your information only. You will need to make your own independent judgement regarding your interaction with any such websites or resources, including the purchase and use of any products or services accessible through them. We are not responsible for, and do not endorse, their Content or their privacy policies (if any) and we will not be liable for any loss or damage that may arise from your use of them.
17.1 – This is the whole Agreement between you and Beespoke and replaces any previous agreements between us.
17.2 – You hereby expressly acknowledge and agree that, by using or receiving access to the Platform, you and Beespoke are bound by the then-current version of this Agreement, including any modifications and supplements to this Agreement or documents incorporated herein.
17.3 – Continued use of the Platform after any modifications or supplements to the Agreement shall constitute your consent to such modifications and supplements. You are responsible for regularly reviewing this Agreement.
17.4 – No one other than Beespoke and the Professional has any rights under this Agreement.
17.5 – The Professional may not assign this Agreement or any of its rights or obligations under this Agreement. Beespoke may assign this Agreement or any of its rights and obligations to any company owned by, or which is an affiliate or subsidiary of Beespoke, or to anybody acquiring Beespoke’s business or its assets.
17.6 – All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and if to Beespoke shall be sent to: email@example.com and your address for such notices shall be the personal or professional address provided by yourself in your Account.
17.7 – Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
18.1 – To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Professional and Beespoke, Professional and Beespoke agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration, court or other legal proceeding. Such informal negotiations will commence upon written notice as set forth in paragraph 10.
18.2 – This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction. Each party irrevocably submits to the non-exclusive jurisdiction and venue of the courts of England and Wales.