Worksome Standard Terms and Conditions
1. CONTRACTUAL RELATIONSHIP
1.1. These standard terms and conditions (“Terms and Conditions”) regulate your access to and use of the applications, websites, contents, products and services (“Services“) made available by Worksome ApS, Langelinie Allé 47, 2100 Copenhagen Ø, Denmark, CVR no. 37990485 (“Worksome“).
1.2 In these Terms and Conditions, the following words and expressions have the following meaning:
- “Job” means i) any assignment, project or job offered by the Company to the Freelancers by use of the Services (“Posted Job“), or ii) any assignment, project or job of the same type as a Posted Job which is established between the Company and the Freelancer following a prior Dialogue via the Services (“Subsequent Job“).
- “Dialogue” means any contact initiated via the Services between the Company and the Freelancer concerning the Freelancer’s performance of one or more Jobs for the Company.
- “Freelancer” means the user creating a freelancer profile for the purpose of accepting a Job by use of the Services.
- “Company” means the user creating a company profile for the purpose of offering a Job by use of the Services.
- “Project Period” means the agreed period in which the Freelancer performs a Job for the Company.
- “Agreement” means the agreement entered into between the Company and the Freelancer by use of the Services.
- “you” means the Company or the Freelancer (as applicable) and “your” shall have a corresponding meaning.
1.3 READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
1.4 Your access to and use of the Services constitute your express consent to be bound by these Terms and Conditions. Acceptance of these Terms and Conditions will establish a contractual relationship between you and Worksome. These Terms and Conditions explicitly replace any former agreements or arrangements with you. Worksome may with immediate effect terminate the contractual relationship with you and cease offering you the Services, or generally cease offering you or deny your access to the Services or any portion thereof at any time and for any reason.
1.5 Supplementary terms and conditions may apply to certain Services, including without limitation special offers, events or activities, and you will be notified of such supplementary terms and conditions in connection with the relevant Services, if applicable. Such supplementary terms and conditions must be considered an addendum to these Terms and Conditions and will be considered part of these Terms and Conditions to the extent applicable to the relevant Services. The supplementary terms and conditions will prevail over these Terms and Conditions in the event of any conflict between them relating to the relevant Services.
1.6 Worksome reserves the right from time to time to amend the Terms and Conditions applicable to the Services. Such amendments will take effect when posted on Worksome’s website. Your continued access or use of the Services after such posting will be deemed to constitute your express consent to be bound by the amended Terms and Conditions.
1.7 IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, WORKSOME WILL NOT GRANT YOU AUTHORISED ACCESS TO THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE YOUR UNAUTHORISED USE OF THE SERVICES.
2. THE SERVICES
2.1. The Services constitute a technology platform developed and designed by Worksome that allows the Company and the Freelancer to enter into an Agreement regarding the performance of a Job.
3. THE JOB
3.1. By offering the Job via the Services, and by accepting these Terms and Conditions, the Company represents and warrants to Worksome and the Freelancer (i) that it has the required authority to offer the Job and/or has full authority to enter into the Agreement and thereby offer the Job to the Freelancer, and (ii) that the Job is correctly and adequately specified and described on the Services.
3.2. By accepting the Job, the Freelancer represents and warrants to Worksome and the Company that it has the required authority to accept the Job and/or has full authority to enter into the Agreement.
3.3. The Company and the Freelancer each accept that the Agreement is subject to these Terms and Conditions. Should any of the terms and conditions agreed in the Agreement conflict with any of these Terms and Conditions, these Terms and Conditions will prevail.
4. THE COMPANY’S AND THE FREELANCER’S OBLIGATIONS
4.1. The Freelancer is responsible for maintaining appropriate conduct within the Freelancer’s profession in the Project Period. The Freelancer represents warrants to Worksome and the Company that it has the required knowledge, experience and skills to perform the Job in compliance with the agreed and/or ordinary terms and conditions of such Jobs. The Company may include additional qualification requirements in the Agreement. By accepting these Terms and Conditions, the Freelancer waives any right to bring a claim against the Company or Worksome based on loss, damage, etc. caused by lack of and/or insufficient qualifications and/or skills.
4.2. The Company is responsible for ensuring that the Freelancer is given the access required to perform the Job properly, including, to the extent necessary, that the Freelancer is allowed access to the Company’s premises, computer systems, etc. If the Job requires the Freelancer’s physical presence in the Company’s premises, the Company is responsible for the Freelancer’s proper working environment in compliance with current and relevant health and safety at work regulations.
4.3. Worksome is continuously spending considerable resources on offering the best and most relevant Jobs via the Services. In order for Worksome to continue doing so, the Freelancer and the Company each acknowledge that it is a condition of these Terms and Conditions that the Job is invoiced by the Freelancer to the Company via the Services (see paragraph 7 (Payment) below). Consequently, as the Freelancer you accept to invoice the Job via the Services and to invoice any extension of the same Job via the Services. Consequently, as the Company you accept to invoice the Job via the Services and to invoice any extension of the same Job via the Services.
4.4. Any bypassing of the provision in clause 4.3. above will result in immediate termination of your access to the Services.
4.5. If the Company and the Freelancer agree to enter into a non-temporary permanent employment contract under the Employment Rights Act 1996, the parties will be free to enter into such contract no earlier than three months after the Freelancer’s acceptance of a Job.
The Services and all rights to the Services are and will remain Worksome’s property. Neither these Terms and Conditions nor your use of the Services will convey or grant to you any rights to the Services or their content. Consequently, you will for example have no right to use or reference in any manner Worksome’s company names, logos, product names, names of Services, or trademarks without Worksome’s written approval.
6. YOUR USE OF THE SERVICES
6.1. In order to use the Services, you must register an active account on Worksome (“Worksome Account“). Upon completion of the registration, you will receive a confirmation at the e-mail address specified by you. To open an account, you must be at least 18 years old and possess full legal capacity. You agree to ensure that the information in your Worksome Account is correct, complete and up-to-date before you enter into the Agreement. If the information in your Worksome Account is not correct, complete and up-to-date, for instance if you as a Freelancer have not disclosed payment details or valid CVR number, the result may be that you may not be able to access and use the Services, or that Worksome may cease offering you or deny your access to the Services. You are responsible for all activities on your Worksome Account, and you agree to keep confidential your account name and your password. Unless otherwise permitted by Worksome in writing, you are only allowed to have one Worksome Account for use as a Freelancer and one account for use as a Company.
6.2. By registering a Worksome Account, you accept, for as long as you have an active Worksome Account, to receive e-mails describing activities in the Services and containing relevant information from Worksome. You can opt-out of these e-mails with the exception of information that is critical to the use of the Services.
6.3. You are not entitled to allow any third party to use your Worksome Account or to transfer your Worksome Account to any third party. You are not entitled to offer or accept any Job on behalf of any third party. You accept to comply with all current applicable laws during your use of the Services, and you are only allowed to use the Services for lawful purposes.
6.4. The Freelancer is not allowed to automate, in whole or in part, bids to and Dialogues with Companies.
6.5. The Services may in no circumstances be used by you for marketing, direct or latent, of your own or third-party products or services.
6.6. You are not allowed, outside of the Services, to initiate any Job-related contact with, submit a final bid to or agree on a Job with any Company.
6.7. Any user content provided by you remains your property. However, by providing user content to Worksome, you grant to Worksome a perpetual and irrevocable right to sublicense, use, copy, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit in any manner such user content without notice to or consent from you and without any claim for payment to you or to any third party.
6.8. You represent and warrant to Worksome and the Company or the Freelancer (as applicable): (i) that you either are the sole and exclusive owner of all of your user content, and/or that you have all rights, licences, consents and releases, etc. necessary to grant Worksome the licence to the user content as described above; and (ii) that Worksome’s use of the sublicence will not infringe, abuse or violate any third party rights or any applicable law or regulation, irrespective of nature and extent.
6.9. You agree to not provide user content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Worksome in its sole discretion.
7.1. The Freelancer must via the Services prepare a statement of the agreed fee for the Freelancer’s performance of the Job (“Statement“) and submit the Statement to the Company via the Freelancer’s Worksome Account. Submission of the Statement will automatically via the Services generate an invoice of equal amount with the agreed fee set out in the Statement (“Freelancer’s invoice”) that will be sent to Worksome, who will receive it with the Freelancer as sender. Worksome will then send an invoice of equal amount with the Freelancer’s invoice (“Worksome’s invoice”) to the Company, who will receive it with Worksome as sender. Upon the Company’s payment in full of Worksome’s invoice, the amount owed to the Freelancer under the Freelancer’s invoice (less Worksome’s applicable service fee, see below) will be transferred to the Freelancer’s Worksome Account, from which the Freelancer may then choose to withdraw such amount. Worksome’s current service fee, see clause 7.3., will always be deducted from the amount owed to the Freelancer pursuant to the Freelancer’s invoice. Worksome is not responsible for the Company’s unwillingness and/or inability to pay. Any dispute or disagreement between the Company and the Freelancer arising out of or in connection with the Company’s payment of the agreed fee for a Job or the Freelancer’s work will be of no concern to Worksome.
7.2. Worksome uses a payment service provider. The processing of payments related to your use of the Services is, in addition to these Terms and Conditions, subject to the terms, conditions and privacy policies of the payment service provider and your payment card issuer. Worksome is not responsible for any errors, defects or delays on the part of the payment service provider or the payment card issuer. A transaction fee will be payable for credit card payments. The transaction fee appears from the payment window.
7.3. You understand and accept as a Company that Worksome is entitled, as a third party and without being party to the Agreement, to collect payment on behalf of the Freelancer. You understand and accept as a Company that your payment obligation to the Freelancer remains in force until the amount has been invoiced and paid via the Services, so Worksome’s receipt of the payment is a condition for your release from that obligation. You understand and accept as a Freelancer that Worksome is entitled to charge a service fee of 4% on the payment. You understand and accept as a Company as well that Worksome is entitled to charge a service fee of 4% added to the invoice.
7.4. The Freelancer and the Company understand and accept that payment cannot take place in any other manner than as described in these Terms and Conditions.
8.1. By submitting data such as name, address, telephone number, e-mail address, you accept and agree that all such data may, as a necessary consequence of Worksome’s very business concept, become available to anybody using the Services. However, this does not apply to bank account details and other financial data, which will be treated confidentially.
8.2. In so far as is possible, Worksome will take the required measures to ensure that the data disclosed are not available to users to a wider extent than required by Worksome’s business concept. Apart from that, your data will not be disclosed to any third party. You accept, however, that your data will be used for internal, statistical and anonymous evaluation purposes.
9. DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WORKSOME DISCLAIMS ALL KINDS OF LIABILITY, WARRANTIES AND GUARANTEES THAT ARE NOT EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, INCLUDING TERMS IMPLIED BY STATUTE (INCLUDING WITHOUT LIMITATION THE TERMS IMPLIED BY SECTIONS 3 TO 5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982) OR COMMON LAW AND TACIT WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW WORKSOME MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE JOB OR ANY OTHER KINDS OF SERVICES OR PRODUCTS FACILITATED THROUGH THE USE OF THE SERVICES, OR THAT THE JOB WILL BE PERFORMED UNINTERRUPTED OR ERROR-FREE. WORKSOME DOES NOT WARRANT OR GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS, INCLUDING COMPANIES AND FREELANCERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9.2. LIMITATION OF LIABILITY
9.2.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW WORKSOME DISCLAIMS ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, LOST AGREEMENTS OR CONTRACTS, LOST OR DAMAGE TO GOODWILL, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF WORKSOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. WORKSOME WILL NOT BE LIABLE FOR ANY DAMAGE, LIABILITY OR LOSS ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS AND/OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. IN NO EVENT CAN WORKSOME’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL KINDS OF DAMAGE, LOSS AND CAUSE OF ACTION EXCEED THE TOTAL OF ALL SUMS ACTUALLY PAID BY YOU IN THE 12-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE BREACH FIRST OCCURRED. NOTHING IN THESE TERMS AND CONDITIONS LIMITS OR EXCLUDES WORKSOME’S LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY WORKSOME’S NEGLIGENCE OR THE NEGLIGENCE OF WORKSOME’S EMPLOYEES, AGENTS OR SUBCONTRACTORS OR (ii) FRAUD OR FRAUDULENT MISREPRESENTATION.
9.2.2 WORKSOME’S SERVICES MAY BE USED BY YOU TO ESTABLISH A RELATIONSHIP CONCERNING THE RELEVANT JOB FROM THIRD-PARTY PROVIDERS, BUT YOU ACCEPT EXPLICITLY THAT WORKSOME HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
9.2.3. WORKSOME WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY FORCE MAJEURE EVENTS AFFECTING WORKSOME OR ITS SUBCONTRACTORS, INCLUDING WAR, UNPREDICTABLE BREAKDOWN, DELAYED OR FAILING SUPPLIES, FIRE, STRIKES, LOCK-OUT, CIVIL UNREST, NATURAL DISASTERS, COMPUTER VIRUS, INTERRUPTION OF ORDINARY SERVICES, INCLUDING POWER SUPPLY, REGULATORY RESTRICTIONS, AND SIMILAR FORCE MAJEURE EVENTS BEYOND WORKSOME’S CONTROL, WHICH WORKSOME OUGHT NOT HAVE TAKEN INTO CONSIDERATION, AVOIDED OR OVERCOME AT THE SIGNING OF THE AGREEMENT.
You agree to indemnify and hold Worksome and its directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services, or services or products obtained through use of the Services; (ii) your breach or violation of these Terms and Conditions; or (iii) your violation of the rights of any third party, including third party providers.
10. GOVERNING LAW
Any dispute between Worksome and you will be governed by English law. Each of Worksome and you irrevocably agree to submit all disputes arising out of in connection with these Terms and Conditions to the exclusive jurisdiction of the English courts.
11. OTHER PROVISIONS
11.1. By accepting these Terms and Conditions, you consent to Worksome regularly and without liability accessing your correspondence with other users of the Services.
11.2. If any provision of these Terms and Conditions is judged to be wholly or partially unlawful, invalid or unenforceable under current law, the relevant provision or part of a provision will be considered not to be part of these Terms and Conditions, and it will not affect the lawfulness, validity and enforceability of the other provisions of these Terms and Conditions.
11.3. These Terms and Conditions contain the whole agreement between the parties and the understandings between the parties relating to its subject matter. These Terms and Conditions replace all previous or current agreements or obligations relating to the contents of the Terms and Conditions.
11.4. These Terms and Conditions apply between Worksome and you. No other person has any rights to enforce any of these Terms and Conditions.
Copenhagen, september 2018