[SeekaServ Global Limited (UK CRN: 13903898)] which has its registered office at 33 Queen St, London EC4R 1AP, trading as “Seekaserv” (Seekaserv/we/us)

SeekaServ operates an online platform, accessible via web-browser and/or mobile application, which seeks to provide details of potential customers to businesses which are providers of relevant services.

These Terms govern the contractual relationship between SeekaServ and you, as such a service provider and user of the platform, and you agree that these Terms supersede and take precedence over any other contractual terms suggested by you (and that such other terms shall have no effect).

You also agree that you are bound by any SeekaServ platform Acceptable Use Policy and have read any Cookie and/or Privacy policies (in each case as provided or linked by us and as updated from time to time) in respect of use of the platform or otherwise in respect of any other matters arising under these Terms.

1. Definitions

1.1.

In these Terms, the following words and expressions shall be defined as set out below:

Acceptable Use Policy	the acceptable use policy (as amended or updated from time to time) published by SeekaServ for use of the Platform
Confirmed Customer:	a Potential Customer who, following a Post and Response, enters into a Customer Contract
Customer	a Potential Customer or a Confirmed Customer
Customer Contract:	a contract between you and the Confirmed Customer for the provision by you of services to them
Fees:	the fees payable by you to us as set out in our Business Registration form;
IPR:	patents, inventions, know-how, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights the right to sue for passing off and other similar rights or obligations whether registrable or not in any country or jurisdiction
Platform:	the online platform, currently hosted at [www.seekaserv.com] operated by SeekaServ so as to enable the contacting by service providers of Potential Customers and the exchange of information between them
Potential Customers	persons using the Platform to find service providers of services they require;
Post(s)	Request(s) for services by a Potential Customer sent to you via the Platform
Response(s)	Response(s) by you to Post(s)
Services	the services agreed to be provided by you to a Confirmed Customer (which term shall including any goods or materials ancillary to the services);
you / the Service Provider	you, a person who wishes to offer services to Potential Customers;

1.2       In these Terms, unless the context requires otherwise:

1.2.1    a reference to these Terms includes its schedules, appendices and annexes (if any);

1.2.2    any clause, schedule or other headings in these Terms is included for convenience only and shall have no effect on the interpretation of these Terms;

1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5    a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6    a reference to a gender includes each other gender;

1.2.7    words in the singular include the plural and vice versa;

1.2.8    any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including  email); and

1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time

2. Platform Operation

2.1.      We operate the Platform which can be accessed via our website at www.seekaserv.com or (once its implementation is finalised)  via a mobile app). By accepting these Terms, you agree that you will register as a service provider on the Platform and, if you wish to see Posts and have the ability to make Responses, pay the appropriate monthly or annual Fees. For the avoidance of doubt, our obligations to you under this clause 2 are not owed during any period in respect of which you have not paid Fees.

2.2       Potential Customers will be able to access the Platform free of charge to find potential service providers of services which they require. We will use our reasonable endeavours to procure that information about you, your services and any links to external websites which you upload to the Platform will be available for the Potential Customers to review and you agree to such use of the same. You will procure that any website so linked complies with our Acceptable Use Policy,  all applicable laws. Subject to compliance with these Terms and any Acceptable Use Policy, and payment of the Fees, you may use the Platform to provide to Customers Responses or additional information about Posts you have received.

2.3       Subject to compliance with these Terms by you and payment of the Fees, we will use our reasonable endeavours to forward to you any appropriate and in-range Posts from time to time, and permit you to make Responses and relevant follow-up communications with Prospective Customer via the Platform. For the avoidance of doubt, Posts and the ability to make a Response to a Post are not exclusive to you and we may also send that same Post to other relevant service providers on the Platform who may also make Responses to and follow-up communications regarding the same Post.

2.4       The Potential Customer will be entitled to review any Responses they receive from you and other service providers, and may or may not decide to become a Confirmed Customer.

2.5       Confirmed Customers may leave a review of your business on the Platform which Potential Customers may see. Upon a Potential Customer becoming a Confirmed Customer, you agree that you will send to them your service provider review link on the Platform (as provided to you by us) to enable them to upload a review of your business. If you do not do so in a timely manner, we may provide such link to the Customer ourselves. You acknowledge and agree that any such reviews do not reflect our opinions, are not our responsibility to monitor and that we are not liable to you in any way whatsoever for the content of such reviews. You will also indemnity us against any third party claims arising out of the same. You may ask us to remove or edit/annotate such reviews, but acknowledge that, save as may be required by applicable legislation, whether we do so or not remains at our absolute discretion. We will usually give you a right of response to the review on the Platform. You will ensure that any website which is linked to your profile on the Website complies with all applicable laws, guidance and regulations.

2.6       We act only as an intermediary putting you in contact with Potential Customers via the Platform, and the provision of any services by you to a Confirmed Customer will be subject to a separate legal arrangement or contract between you and that Confirmed Customer. If there are any legal claims in respect of those services or otherwise arising out of your relationship with a Confirmed Customer (whether made by you or by the Confirmed Customer or by a third party), we are not liable for the same and you agree to indemnify us (to the fullest extent permitted by law) against any costs, losses or expenses caused to us and any claims made against us, in each case arising out of or otherwise in connection with the same.

2.7       The Platform is designed for use within the UK only. We make no promise that the Platform is appropriate or available for use in locations outside of the UK. If you choose to access the Platform from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.

3. Our obligations

3.1       We will perform our obligations to you under these Terms with reasonable care and skill.

3.2       Time is not of the essence for the performance of any of our obligations under these Terms.

3.3       Whilst, subject to your paying Fees covering the relevant period, we will use our reasonable endeavours to provide you with relevant in-range Posts and allow you to make Responses to them, we do not guarantee a minimum number of Posts nor that any Confirmed Customers will arise from them.

3.4       We do not guarantee that the Platform will be available at all times and we reserve the right to modify its technical specifications, content and operation from time to time at our discretion (acting in good faith).

4. Your obligations

4.1       In your interactions with us, with the Platform and with any Confirmed Customers you will act in good faith and with all due care and diligence and shall fully comply at all times with all of your legislative, contractual and other legal obligations (including without limitation fulfilling your contractual obligations to any Confirmed Customer in a timely and competent manner).

4.2       You will, at all relevant times:

4.2.1    promptly supply to us such information as we may reasonably request, and procure that such information is true and accurate and not incomplete or misleading in any material way;

4.2.2    co-operate with us in the use of the Platform and comply at all times with our Acceptable Use Policy and any other Platform policies as updated by us from time to time;

4.2.3    make Responses and provide any relevant follow-up information in a timely manner and in good faith

4.2.4    make it clear to all Confirmed Customers that any Services supplied to them are provided to them by you and not by us;

4.2.5    fully indemnify us against any losses, liabilities, damages, expenses and costs (including any reputational loss suffered by us) caused in any way by your failure to comply with your obligations under these Terms; and

4.2.6    pay any Fees due in accordance with clause 5.

5. Fees and Term

5.1    Fees to see Posts and the ability to make Responses shall be paid monthly in advance as set out in our business registration form. We may change these rates at our discretion from time to time, but any consequent increase of fees for you will only take effect after you have been sent at least one month’s notice of any such change.

5.2    Fee tiers vary depending on your chosen geographic range of your ability to see Posts as set out in business registration form (as varied from time to time by mutual agreement or in accordance with clause 5.1). If you are a registered service provider on the Platform and wish to change this range you must advise us of the same in writing, giving at least one week’s notice of the change and your future monthly payments of Fees will be adjusted accordingly.

5.3    Once you have commenced to make monthly payment for in-range Posts and the ability to make Responses, these payments shall be made by you every month (at the price for your then current tier) thereafter until you indicate to us that you wish to cease paying for the ability to received Posts and make Responses. You may do this at any time on at least two business days’ written notice to us (or by notifying us via the Platform) and, at the end of the payment period covered by your last payment before the expiry of such notice, your obligation to pay further Fees ceases, we will no longer provide you with Posts and you will cease to be able to make Responses.We may also, at our discretion, suspend or remove your registration on the Platform during any period during in respect of which you have not paid Fees Unless we agree otherwise, your monthly payment date will fall on the same day in each of the following months as your initial payment was made or, in a following month, that day does not exist or if that day is not a day upon which UK clearing banks are open for money transfers (in each case, an invalid date), for that month the payment date shall fall  on the closest prior day in that month which is not an invalid date.

5.4    In addition you may de-register from the Platform at any time which shall also be treated as notice under clause 5.3 above (save that our obligations to endeavour to provide you with  Posts and permit you to make Responses will cease, you will no longer be registered as service provider on the Platform and communications via the Platform will no longer be possible, in each case immediately upon such de-registration).

5.5    If we reasonably believe that you are in material breach of your obligations under these Terms or that we are at risk of reputational or financial damage by allowing you to remain registered on the Platform, we may, with or without notice and at our absolute discretion, temporarily suspend your registration pending investigation of or de-register you from the Platform. Whilst suspended you may no longer access or use the Platform. De-registration by us shall have the same effect on your access and use of the Platform as voluntary de-registration by you as set out in clause 5.4.

6. IPR

6.1    Any IPR comprised in or generated via the Platform shall belong exclusively to us (or, where we have licensed the same, to our licensors) and you shall have no claim in respect of it or licence to use it (save as envisaged under these Terms). Any IPR in text or images uploaded by you to the Platform which belongs to you shall remain yours, and you grant us a licence to use it during the term of your use of the Platform as envisaged under these Terms.

6.2    Any business names or trade marks or similar IPR owned and used by a party shall remain the property of that party and no licence to use the same shall be implied in favour of the other save as reasonably needed for each party to fulfil its obligations under these Terms.

6.3    Nothing in these Terms grants you any legal rights in the Platform or the material on it other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Platform or the material on it (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within them.

7. Liability

7.1    These Terms specify the entire liability of SeekaServ in relation to them or its obligations arising in respect of them including without limitation liability for negligence and, except as expressly provided in these Terms, all warranties, representations, statements, terms and conditions or undertakings which may be implied by statute, common law, custom or trade or otherwise, in so far as they may apply to Seekaserv, are hereby excluded to the fullest extent as permissible by law.

7.2    If SeekaServ fails to comply with its obligations under these Terms, or is negligent, the Service provider may be entitled to recover compensation from Seekaserv.  However, SeekaServ has no control over the information provided by the Service Provider using the Platform or the Services and SeekaServ therefore excludes all liability of any kind related to:

7.2.1      the Services;

7.2.2 any information or any other material published or otherwise made available by the Service provider or a Customer via the Platform or otherwise;

7.2.3 the contents of the Posts;

7.2.4 the Responses; and

7.2.3 the terms of any contract or other agreement concluded between the Confirmed Customer and the Service provider.

7.3    SeekaServ shall not be liable whether in contract, tort or otherwise for the acts or omissions or for faults in or failures of a Customer’s or Service provider’s equipment or for misuse of the Platform by a Customer and/or the Service provider.

7.4    SeekaServ shall not be liable in contract, tort or otherwise for special, indirect or consequential or pure economic loss (including without limitation loss of profits, loss of contract or business, loss of anticipated savings, and damage to goodwill or reputation) or loss or corruption of data, costs or other expenses whatsoever, even if such loss was reasonably foreseeable.

7.5    Seekaserv’s liability in contract, tort or otherwise (including liability for negligence) under or in connection with these Terms shall not exceed the total of all sums paid by the Service provider to SeekaServ under them (or, if such total is less than £100, the alternate minimum sum of £100). To the extent the liability relates to a breach of data protection law by Seekaserv, the £100 alternate minimum sum shall instead be £1000.

7.6    Notwithstanding the above, nothing in these Terms shall limit or exclude any liability which it is not lawful to so limit or exclude and, in particular, the liability of a party for personal injury or death caused by its negligence (or the negligence of its employees, agents or subcontractors) and the liability of a party for that party’s fraud shall be unlimited.

8. Variation

8.1    SeekaServ and the Service provider may change the terms and conditions of these Terms at any time by way of mutual agreement in writing.

9. Assignment and Novation

9.1    The Service provider will not, without the prior written consent of SeekaServ assign or novate all or any of the Service provider’s rights or obligations under these Terms

9.2    SeekaServ may assign or novate all or any of its rights or obligations under these Terms in the event of any bona fide restructuring or sale of its business or assets (or a material part of them) or otherwise with your consent (which may not be unreasonably withheld or delayed).

10. Confidentiality

10.1  Each party shall hold confidential any information provided to it about the officers, employees or business of the other which may reasonably be considered commercially confidential, but such obligation shall not extend to matters in the public domain (other than as a result of a breach of this clause or other binding confidentiality obligations), information which is uploaded onto the Platform by the Service provider or otherwise made available on it to Customers or information which a party is obliged to disclose by law.

11. Data Protection

11.1 Each party shall comply with its respective obligations under applicable data protection laws.

11.2  In particular the Service provider warrants to SeekaServ that to the extent that any information provided or uploaded or transferred via the Platform by or on behalf of the Service provider to SeekaServ contains or will contain personal data of its officers, employees or other persons that such personal data has been obtained by it lawfully, that it has taken the relevant data subjects’ informed consent to transfer it to SeekaServ for use as may be envisaged in connection with the arrangement set out in these Terms  and that it has made the data subject aware of Seekaserv’s Privacy Policy in respect of the use of the same.

12. Third Party Rights

12.1  No provision in these Terms is intended to confer a benefit on or be enforceable by, any person other than the Service Provider and Seekaserv, and their lawful heirs and assigns.

13. Severance

13.1  In the event of any of the provisions set out in these Terms being unenforceable or void for any reason, each provision of these Terms shall be deemed to be severable from the remaining provisions and such remaining provisions shall remain in full force and effect.

14. Law/Jurisdiction

14.1  These Terms are governed by English Law and the Service Provider and SeekaServ submit to the exclusive jurisdiction of the English courts.