Terms and conditions for Worksome


WORKSOME TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

  1. GENERAL
    1. These standard terms and conditions (“Standard Terms”) regulate access to and use of the products and services through our web-based platform (“Services”) made available by Worksome Limited, registered with company number 11615731, and whose registered office is at 3, Waterhouse Square, 138 – 142 Holborn, London EC1N 2SW, United Kingdom,  (“Worksome“).
    2. All definitions referred to in these Standard Terms are set out in clause 16 below.
    3. Your access to, registration of a Worksome Account, and use of the Services confirm your agreement to and constitute your deemed acceptance of these Standard Terms and any policies referenced in these Standard Terms. You agree to comply with these Standard Terms and any updates to these Standard Terms as may be published from time to time. 
    4. This current version of the Standard Terms replace any former Standard Terms published by Worksome.  These Standard Terms were last updated on April 17, 2020.
    5. Worksome reserves the right to update the Standard Terms at any time, such updated Standard Terms will take effect from the date they are posted at www.worksome.co.uk/terms.  Your continued access to and/or use of the Services after such posting will constitute your deemed acceptance of such updated Standard Terms.
    6. Supplementary terms and conditions may apply to certain Services, including without limitation any specific terms relevant to; the provision of Services to Enterprise Clients, Jobs delivered to any Company or Enterprise Clients, any special offers, events or activities, and you will be notified of such supplementary terms and conditions in connection with the relevant Services, if applicable (“Supplemental Terms”).  Any Supplemental Terms will be considered an integral part of these Standard Terms and any Agreement to the extent applicable to the relevant Services. 
    7. For any Freelancer, acceptance of a Job via a Booking Confirmation shall be deemed acceptance by the Freelancer of the Booking Terms (as applicable).
    8. In the event of any conflict between these Standard Terms and other terms and conditions, policies, and agreements referenced herein, the following order will prevail (unless otherwise agreed in the Supplemental Terms or any Booking Confirmation and which expressly waives this provision):
      1. Supplemental Terms
      2. Standard Terms
      3. Booking Terms
      4. Booking Confirmation
      5. Policies
    9. 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.
    10. 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
    1. The Services are offered and delivered through the Platform, which has been designed and developed by Worksome.  The Platform allows the Company to manage its requirements for Jobs, its fulfilment of and the administration of Jobs whether on an ad hoc basis or as an Enterprise Client and enables invoicing and payments to be administered between the Company and Freelancer.  The Platform allows Freelancers to view and apply for Jobs offered by the Company and for the Company and Freelancer to enter into an Agreement for the performance of a Job.
    2. In consideration of the use of the Platform, the Company shall pay Worksome a Service Fee. The Company or any Enterprise Client may be required to pay further Service Fees in respect of other Services purchased from Worksome and as may be agreed pursuant to any Supplemental Terms.  The Company accepts that the Platform Fees are payable for the use of the Platform only and are due and payable irrespective of the outcome of any Job.  Platform Fees are non-refundable to the Company.  
    3. As a strict condition of the use of the Services, and in particular access and use of the Platform, the Company and Freelancer agree and will ensure that all Jobs offered to and Jobs accepted by the Freelancer are facilitated through the Platform, including ensuring that all Jobs are invoiced and paid through the Platform pursuant to clause 11 (Invoicing and Payment via the Platform) below.  This includes Posted Jobs, any extensions of Jobs, and any Subsequent Jobs. 
    4. Jobs facilitated (or attempted to be facilitated) outside of the Platform and/or payments made (or attempted to be made) outside of the Platform will be treated as a material breach of these Standard Terms, unless otherwise prior agreed in writing by Worksome.  Should you seek to or otherwise attempt to circumvent the Platform, Worksome reserves the right to suspend your use of the Platform and/or immediately terminate your access to the Services, including your access to the Platform.
    5. YOU ACKNOWLEDGE AND ACCEPT THAT WORKSOME DOES NOT PROVIDE FREELANCE SERVICES OR FUNCTION AS A CONSULTING, RECRUITMENT AND/OR TEMPORARY WORK AGENCY (INCLUDING ANY EMPLOYMENT BUSINESS), AND THAT ANY SUCH FREELANCE SERVICES WHICH ARE PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED BY FREELANCERS WHO ARE INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY WORKSOME OR ANY OF ITS ASSOCIATES.
  3. WORKSOME ACCOUNTS
    1. In order to use the Services and have full access to the Platform, you must register a Worksome Account and comply with the requirements of retaining and administering a Worksome Account set out below.
    2. You may only register for a Worksome Account if you are at least 18 years old, hold a valid email address, and possess full legal capacity.  You will be required to verify your identity and email address upon registration.  Worksome will require you to participate in any additional registration checks as it deems necessary in its sole discretion.
    3. A Freelancer may only register for one Worksome Account, which must be a personal account, although the Freelancer may trade through their company, as a sole trader, or through a payroll intermediary for a Job. 
    4. A Company may only register for one Worksome Account, which must be a corporate account, registered through its nominated employee (who must have authority to bind the Company to the Services and these Standard Terms), although the Company may register additional employees as authorised personnel to its user profile to access the Worksome Account.
    5. We require that you choose a strong password for your Worksome Account, consisting of a combination of lowercase and uppercase letters, numbers and symbols.  It is your responsibility to keep your password safe.  You must not share your Worksome Account with any person. 
    6. If you believe your Account is being used without your permission, or your Worksome Account password has been compromised, please contact us immediately on [email protected]  We will not be liable for any unauthorised use of your Worksome Account.
    7. You agree that your Worksome account is non-transferable and may not be assigned or licensed to any third party. You agree to not grant access to your Worksome Account to any third party.
    8. You are not entitled to offer or accept any Job on behalf of any third party. 
    9. You must ensure that you provide correct, complete and up-to-date information on registering your Worksome Account, and you warrant, represent and undertake to ensure that your account information is kept updated at all times.
    10. As a Freelancer, you accept that you may be required to provide additional information required by the Company for a Booking and which may be required to be verified.
    11. 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 company registration number for your company, Worksome may restrict your access to the Services, or cease offering you Services or deny your access to the Services, and which may involve Worksome terminating any Jobs you are working on. 
    12. You are responsible for all activities on your Worksome Account and you shall at all times and comply with our terms of use for our website at (www.worksome.co.uk/tos).  
    13. You will receive alerts and emails to the email address registered to your Worksome Account for the purpose of administering the Services, giving notices and updates regarding the Services, service communications for Jobs, and news about Worksome upon registering your Worksome Account.  You can opt-out of these alerts and e-mails with the exception of communications which are critical to the use of the website and/or the provision of the Services via the Platform.  Please see our Privacy Policy for further information.
  4. THE JOB
    1. By offering the Job via the Services, and by accepting these Standard Terms, 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 in the Job posting on the Platform.
    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, has the skills and experience to perform the Job, and/or has full authority to enter into the Agreement.
    3. You agree that the terms and conditions applicable to a Booking shall comprise the commercial terms of the Booking set out in the Booking Confirmation, the terms of engagement set out in the Booking Terms, and any specific terms for the Booking set out in the Supplemental Terms.
    4. No variations made to a Booking will be effective unless agreed in writing between the Company and Freelancer and agreed through the Platform.
    5. All communications relating to any Job, any Booking, the Freelance Services, and/or the Services must be conducted through the Platform.
    6. You warrant, represent, and undertake to Worksome and to each other that you:
      1. are able to pay for the Freelance Services as a Company;
      2. are able to perform the Freelance Services as a Freelancer;
      3. are not in breach of any applicable laws or in breach of any contractual obligation or duty to any other person;
      4. have made and will continue to make all regulatory filings, including tax filings and corporate filings, required by law and that you have and will continue to pay all applicable taxes including without limitation any PAYE, income tax, national insurance and VAT.
  5. THE AGREEMENT
    1. An Agreement will be formed between the Company and Freelancer upon you agreeing a Booking Confirmation for Freelance Services and will represent the entire agreement in relation to the Booking and will supercede any prior Agreement relating to the Booking, which will be deemed to be terminated by mutual consent.
    2. You accept that each Agreement entered into by the Company and Freelancer shall incorporate these Standard Terms. 
    3. You agree the following:
      1. the Freelancer will enter into an Agreement directly with the Company to deliver the Freelance Services for a Booking;
      2. all issues, concerns and/or enquiries relating to the Booking and any disputes in relation to the Booking must be raised directly with the Company;
      3. Worksome will assist the Freelancer and the Company by making available a dispute resolution procedure for the parties if they have not been able to resolve any issues or concerns that they have with the other or in relation to the Booking on an informal basis;
      4. the administration of the Agreement and the Booking will be managed through the Platform;
      5. the Platform will facilitate (i) the issue and approval of time reports (as applicable) that the Freelancer may be required to comply with pursuant to a Booking Confirmation and (ii) the raising and issuing of invoices for the Freelancer (under a self-billing agreement) for a Booking (“Freelancer invoice”); 
      6. Worksome will raise an invoice to the Company for the Freelance Services pursuant to a Booking on behalf of the Freelancer (“Company Invoice”); and
      7. Worksome shall on behalf of the Company pay the Freelancer the Booking Fees for all approved and/or accepted Freelance Services upon receipt of payment by the Company and Worksome agrees to pay the Freelancer.
    4. WORKSOME IS NOT PARTY TO THE AGREEMENT, SO ANY DISPUTES ARISING BETWEEN THE FREELANCER AND THE COMPANY OUT OF AND/OR IN CONNECTION WITH THE JOB AND THE AGREEMENT MUST BE SETTLED BETWEEN THE FREELANCER AND THE COMPANY, AND WORKSOME DISCLAIMS ALL LIABILITY IN THIS RESPECT.
  6. FREELANCE SERVICES
    1. Neither Worksome nor any Company has any obligation to offer any Job or to purchase Freelance Services from the Freelancer and nor is the Freelancer under any obligation to accept any Jobs if offered or otherwise make its services available at any time to Worksome or the Company.  The parties do not wish to create or imply any mutuality of obligations whatsoever between their businesses or between the Freelancer and the Company either during any Booking, including any period of notice served by either Party, or after such Booking.  
    2. You agree that any Booking must be concluded and administered through the Platform and you understand that in the event that this obligation is not complied with, the Company will be liable to Worksome for Service Fees pursuant to these Standard Terms and any Supplemental Terms.  As a Freelancer, you agree that you will not seek to or otherwise induce the Company to breach its contractual obligations with Worksome. 
    3. The Company will ensure that any Booking Confirmation issued to the Freelancer through the Platform will contain (i) the specific details of the Job including any deliverables required, (ii) the location where the Freelance Services will be performed (“Location”) (iii) the completion date or estimated completion date for the Job and (iv) the Booking Fees payable to the Freelancer.    
    4. Nothing in any Agreement will prevent the Freelancer from being engaged, concerned or having any financial interest in any other business, trade, profession, or occupation or from providing services to any other party during a Booking provided that such business activity does not cause a breach of or create a conflict of interest with the Freelancer’s obligations under the Agreement or otherwise be detrimental to the Booking. 
    5. Subject to agreed arrangements for meetings and effective management and liaison, the Freelancer will determine when and where it will perform any Booking, and the Freelancer’s own offices shall be utilised as the primary location in the country in which the Freelancer is domiciled, in the United Kingdom or such other jurisdiction, unless another location is agreed pursuant to the Booking Confirmation.  
    6. The Freelancer shall have autonomy in relation to determining the method of and/organisation of its time in the performance of the Booking but in doing so the Freelancer and its Personnel will co-operate with the Company and comply with any reasonable operational requests of the Company in respect of health and safety, location security, and IT/Communications related matters applicable to the Booking.  
    7. If, as a Freelancer, you have agreed to perform Freelance Services in any particular timeframe, on particular days (for Freelance Services delivered on a time and materials basis) and/or agreed to attend any meeting with the Company (whether via audio or video conference, or in person) out of courtesy you shall ensure that if you are unable for any reason to honour any arrangement, you will notify the Company as soon as possible in order to manage expectations of delivery and/organisation of meetings.
    8. As a Freelancer, you may use any of your Personnel to deliver the Freelance Services pursuant to a Booking (as applicable) and may utilise a substitute or sub-contractor for any personnel already delivering the Freelance Services at any time, provided that:
      1. the Freelancer gives reasonable notice of any changes to the Company;
      2. the substitute meets any existing security clearance requirements of the Company (if applicable and where already applied to the Freelancer);
      3. the Freelancer does not place itself in breach of any warranty under these Standard Terms;
      4. there is continuity of Freelance Services with minimum disruption to the Company and the Freelancer will ensure it conducts any handover between its personnel in support; 
      5. there is no additional cost to the Company and/or Worksome or any other impact on the agreed Booking Fees. 
    9. The Freelancer will remain responsible for the execution of and all costs and expense arising in connection with such substitute (including any handover between the Freelancer’s personnel) and shall be responsible for engaging and paying the substitute for any Freelance Services performed by the substitute during the Booking.  The Freelancer will continue to be responsible for requesting payment of Booking Fees on behalf of any substitute via the Platform under these Standard Terms and will remain responsible for any substitute as it is responsible for itself and any of its personnel.
  7. YOUR OBLIGATIONS
    1. During any Agreement, you as the Freelancer will: 
      1. perform the Freelance Services with all due care and skill in a professional manner and in accordance with applicable industry standards; 
      2. deliver any specified deliverables in accordance with the requirements of the Booking Confirmation;
      3. observe any health and safety, IT, and security requirements that may apply at any Company premises that you agree to attend pursuant to a Booking provided such requirements have been prior communicated to the Freelancer;
      4. comply with any specific additional terms relating to the Booking required by the Company set out in a Booking Confirmation or other relevant documentation referred to in a Booking Confirmation or otherwise issued to the Freelancer in writing;
      5. as appropriate provide you own equipment to perform the Freelance Services, and you will ensure that any computer equipment and associated software utilised by you contains anti-virus and malware protection;
      6. ensure that you prevent the introduction, creation or propagation of any disruptive elements into systems providing services to data, software or Confidential Information of Worksome or the Company held in electronic form and will not import any software onto the systems of the Company nor use any email or internet access available through the Company, nor use any facilities provided by the Company for any purpose, except to the extent authorised by the Company;
      7. provide updates on the delivery of the Freelance Services as agreed in the Booking Confirmation;
      8. take all necessary precautions to safeguard the Company’s equipment and installations at the Location where delivering Freelance Services at the Company premises;
      9. not commit any act or omission amounting to unlawful discrimination, victimisation;
      10. not harass any person (including members of the public) with whom you come into contact with or otherwise deals with in the provision of the Freelance Services;
      11. take all reasonable steps to safeguard your own safety and the safety of any other person who may be present or affected by your actions during the Booking and comply with the health and safety policies of the Company applicable to their establishment and will report any incidents and accidents involving you or any of your Personnel to the Company;
      12. not engage in any conduct detrimental to the interests of or which may damage the reputation of the Company and/or Worksome which includes conduct that may bring the Company and/or Worksome into disrepute and/or which may result in the loss of custom or business for the Company and/or Worksome; and
      13. not cause any detriment to, damage, or otherwise cause a diminution in Worksome’s goodwill and reputation. 
    2. During any Agreement, you as a Company shall:
      1. co-operate in all matters relating to the Freelance Services;
      2. not request or require any Freelancer to undertake Freelance Services which are outside of the Booking, unless a variation to the Booking Confirmation is otherwise agreed with the Freelancer;
      3. provide at no charge, access to your premises, office accommodation, data and other facilities as reasonably required by the Freelancer including any such access as is specified in the Booking Confirmation;
      4. provide in a timely manner all document, information, items and materials in any form (whether owned by you or a third party) and give access to the Freelancer required for a Booking or otherwise reasonably required by the Freelancer in connection with the Freelance Services and any deliverables and ensure that they are accurate and complete;
      5. provide access to any software, IT systems, and internet connectivity reasonably required by the Freelancer in connection with the Booking;
      6. provide access to any VPN where Freelance Services shall be performed remotely (as applicable);
      7. grant such licences and/or consents required by the Freelancer in order to access and/or use your software, systems, and/or materials as more particularly described in clause 7.2(b) to 7.2(e) above;
      8. inform the Freelancer of all health and safety and security requirements that apply at any of your premises, such requirements to be delivered to the Freelancer in writing and attached as an appendix to the Booking Confirmation; 
      9. if, and to the extent Freelancer is required to utilise your equipment, such equipment is in good working order and suitable for the purposes for which it is used; and
      10. ensure the safety of the Freelancer when providing Freelance Services at your premises and you shall ensure you have adequate insurance in place for any third-party injury or death occurring at your premises.
    3. You as the Company shall refrain from interacting with the Freelancer and any Personnel on any basis other than as an independent professional contractor.  In particular, the Company shall ensure that it does not seek to or otherwise integrate the Freelancer or any Personnel into its own workforce by its actions, or seek to or otherwise supervise, manage and/or control any Freelancer or any Personnel. 
    4. You as the Freelancer warrant, undertake, and represent, to the Company and Worksome that:
      1. You will notify us immediately if you become bankrupt, insolvent, or becomes the subject of an administration order or winding up petition; 
      2. neither you nor any of your Personnel have any unspent criminal convictions (under the Rehabilitation of Offenders Act 1974) and have the legal right to work in the jurisdiction in which the Location is based (and in particular to carry out the Freelance Services for the Booking);
      3. you have and the Personnel has the necessary skills, technical ability, and experience to perform the Freelance Services;
      4. the Freelance Services will be performed in accordance with all applicable laws (whether local, national and international);
      5. you are not prevented by any other contract or arrangement or any statute from fulfilling its obligations under any Agreement;
      6. you will comply with its statutory obligations arising out of or connection with the Freelance Services and its employment of any personnel (including but not limited to complying with the Equality Act 2010, Working Time Regulations 1998 and Health and Safety legislation);
      7. you will provide complete, up-to-date, and accurate information as is reasonably requested (and whether requested before, during, or after any Booking) as to your prior projects and the work history of any Personnel and other information relating to the Job or any Booking as may be required in order for the Company and/or Worksome to comply with any applicable laws;
      8. you will only perform the Freelance Services defined in a Booking Confirmation and will not accept any other Freelance Services outside of the scope of the Booking unless otherwise agreed and pursuant to these Standard Terms;
      9. all Booking Fees received by you arising in respect of any Agreement will be declared for tax purposes to HMRC (or any other relevant tax authority where the Freelancer is domiciled outside of the United Kingdom and the Booking is performed outside of the United Kingdom);
      10. you and any of your personnel and any “associated person” (defined in the 2010 Act) will comply with all applicable anti-bribery and associated legislation relevant to the Booking (including but not limited to the Bribery Act 2010) and any bespoke anti-bribery policies and procedures of the Company at all times and will not act in any manner which may lead to the Company and/or Worksome being liable for any offence under the Bribery Act 2010; 
      11. you comply with and will continue to comply with all applicable anti-slavery and human trafficking laws and regulations including (without limitation) the Modern Slavery Act 2015 and will ensure your Personnel are required to contractually comply with the same; 
      12. you and your Personnel have not committed and will not commit any fraud or UK tax evasion facilitation offence or a foreign tax evasion facilitation offence pursuant to the Criminal Finances Act 2017 (CFA) and will not act in any manner which may lead to Company and/or Worksome being liable for any section 45 or section 46 offence under the CFA; and
      13. you are not (and none of your Personnel are) the subject of any material claim, investigation or enquiry by any party, regulator, or government body, whether arising in respect of any breach or alleged breach of any applicable laws.
    5. You as the Company warrants, represents and undertakes to Worksome and the Freelancer that:
      1. you are not bankrupt, insolvent, and/or the subject of any administration order or winding up petition, and you will notify us immediately if you become bankrupt, insolvent, or become the subject of an administration order or winding up petition; 
      2. you are not prevented by any other contract or arrangement or any statute from fulfilling its obligations under any Agreement;
      3. you and your personnel and any “associated person” (defined in the 2010 Act) will comply with all applicable anti-bribery and associated legislation relevant to the Booking (including but not limited to the Bribery Act 2010) and any bespoke anti-bribery policies and procedures of Worksome at all times and will not act in any manner which may lead to the Freelancer and/or Worksome being liable for any offence under the Bribery Act 2010; 
      4. you comply with and will continue to comply with all applicable anti-slavery and human trafficking laws and regulations including (without limitation) the Modern Slavery Act 2015 and will ensure your personnel, suppliers and sub-contractors are required to contractually comply with the same; 
      5. you and your personnel have not committed and will not commit any fraud or UK tax evasion facilitation offence or a foreign tax evasion facilitation offence pursuant to the Criminal Finances Act 2017 (CFA) and will not act in any manner which may lead to Freelancer and/or Worksome being liable for any section 45 or section 46 offence under the CFA; and
      6. you are not (and none of your personnel are) the subject of any material claim, investigation or enquiry by any party, regulator, or government body, whether arising in respect of any breach or alleged breach of any applicable laws.
    6. You, as a Freelancer, warrant, represent and undertake to the Company:
      1. If given access to personal data belonging to or in respect of which the Company is a data controller (“Company data”) pursuant to the provision of the Freelance Services under an Agreement, you will only process such Company data in accordance with the DP Legislation, to the extent necessary to perform the Freelance Services, to comply with your legal obligations, and in accordance with any instructions given directly or indirectly by the Company;
      2. you shall take appropriate technical and/organisational measures to ensure the adequate protection of any Company data you may process during any Agreement;
      3. any Personnel are subject to confidentiality undertakings in respect of Company data and are subject to the same contractual provisions regarding protection of Company data as are set out in this sub-clause;
      4. you will, and any Personnel will enter into any additional undertakings in respect of the protection of Company data as the Company may require;
      5. you will immediately notify the Company and/or Worksome of any personal data breach relating to Company data which it discovers or becomes aware of during the course of any Booking and will provide such assistance, support and co-operation as may be required by the Company and/or Worksome in their investigation of, remedy of, and/or steps to mitigate such personal data breach;
      6. you will give such reasonable assistance as is required by the Company in respect of any data protection request or subject access request relating to Company data; and
      7. you will maintain accurate records required under DP Legislation, maintain records to demonstrate its compliance and hereby consents to any inspection and/or audit required by the Company and/or Worksome, and/or the Company, at any time during the Agreement and for a period of six years thereafter.
    7. You, as the Freelancer will provide all information and documentation required by the Company and/or Worksome to ensure their compliance with applicable laws in respect of any Agreement, and whether requested prior to, during, or after any Agreement.
    8. You as the Freelancer warrant, represent and undertake that all information and documentation uploaded to the Platform and/or otherwise supplied to the Company and/or Worksome pursuant to any Agreement (and whether provided under the provisions of this clause or otherwise) is complete, accurate, true, not misleading, and up-to-date.  You will not do anything to cause or materially contribute to the Company and/or Worksome to be in breach of any statute, legislation or other legal requirement or to cause or materially contribute to the Company and/or Worksome (or any party in the contractual chain of supply the Company and your Personnel) becoming the subject of any liability arising under or any debt transfers arising under any tax laws, and whether arising out of or in connection with the provision of the Freelance Services.    
    9. You, as the Freelancer, will immediately notify the Company and Worksome should any of the information provided under any of these warranties, undertakings and/or representations change.  You will upon request by the Company and/or Worksome (at any time during any Agreement) provide such evidence in support of the warranties, representations and undertakings provided under this clause 7 as the Company and/or Worksome may in its discretion require.
    10. As the Company, if you wish to engage any Freelancer under an employment contract pursuant to the Employment Rights Act 1996 (which is of a permanent nature rather than temporary nature), you will be free to enter into such contract provided that you advise us through the Platform and provided that such contract takes effect no earlier than three months after the Freelancer’s acceptance of a Job.  You accept that you will remain responsible for any Service Fees due to us arising in respect of any Bookings for such Freelancer arising prior to such employment contract coming into effect.
  8. CONFIDENTIALITY
    1. You, as the Freelancer will not, and will ensure that its Personnel will not (except in the proper course of the performance of the Freelance Services), either during the Job or at any time thereafter (a) use, publish or disclose to any third party (and will use their best endeavours to prevent the publication and disclosure of) any Confidential Information and/or (b) copy any Confidential Information or make any copy, abstract, summary, précis of any material or documentation of the Company.   This obligation does not apply to any use or disclosure authorised by the Company or required by law and/or any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure or that of your Personnel.
    2. You shall not use any Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with a Booking.
    3. As applicable, if you use the services of sub-contractors as Personnel to perform part of the Freelance Services you shall promptly and diligently ensure that such sub-contractors sign a written undertaking agreeing to abide by the same conditions of confidentiality as are set out in these Standard Terms and shall deliver evidence of the same upon request by the Company.
    4. You will (and will ensure any Personnel will) enter into any additional confidentiality undertakings that may be required by the Company taking into account the nature of the Freelance Services for a Booking.
    5. You will (and will ensure any Personnel will) comply with DP Legislation with respect to any personal information or data that you may have access to during the provision of the Freelance Services and will only process the same upon the instructions of the person authorising access to and the processing of such personal information or data.
    6. You shall not, and shall not authorise, or assist another to, originate, produce, issue, or release any written publicity, news release, marketing collateral or other publication or public announcement, relating to or in any way connected to any Agreement and/or the provision of the Freelance Services, without the prior written consent of the Company such consent may be unreasonably withheld.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. You as the Freelancer hereby assign to the Company all existing and future Intellectual Property Rights in the Freelance Services and the Inventions and all materials embodying these rights to the fullest extent permitted by law.  Insofar as they do not vest automatically by operation of law or under any Agreement, you hold legal title in these rights and inventions on trust for the Company. 
    2. You will notify the Company and provide full details of any Inventions promptly on their creation and will not register nor attempt to register any of the Intellectual Property Rights in the Freelance Services, nor any of the Inventions, unless requested to do so by the Company (or as the Company may direct). 
    3. You will execute all documents and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Freelance Services and the Inventions has passed, or will pass, to the Company.
    4. You warrant that (a) you have not given and will not give permission to any third party to use any Inventions or any Intellectual Property Rights in the Freelance Services and (b) the use of the Intellectual Property Rights in the Freelance Services by the Company will not infringe the rights of any third party.
    5. You may use techniques, ideas or knowledge gained during any Booking unless the use of the same could result in you disclosing Confidential Information of Worksome and/or the Company or could amount to an infringement of Intellectual Property Rights under these Standard Terms.
    6. You hereby irrevocably and unconditionally waives all rights to which it and/or any Representative may be entitled pursuant to Sections 77, 80 and 84 of the Copyright, Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world in relation to the exploitation by the Company its successors, assignees and licensees of the Freelance Services.
    7. The Fee includes payment for the assignment of all Intellectual Property Rights in the Freelance Services, waiver of rights required under this clause, and all costs in the execution of any documentation required by the Company and/or Worksome to give effect to the requirements of this clause.
    8. You will ensure that your Personnel agree to the same under the terms of their engagement with you and you will ensure the Personnel sign up to any additional undertakings required by the Company to ensure the full assignment of all existing and future Intellectual Property Rights in the Freelance Services.
  10. RIGHTS IN THE SERVICES AND PUBLICATIONS
    1. The Services and all rights to the Services are and will remain Worksome’s property. Neither these Standard Terms nor your use of the Services will convey or grant to you any rights to the Services or in any of Worksome’s content in the website or its Platform. 
    2. You accept that you may not use, reproduce, issue, release, and/or refer to Worksome’s trading name, logo, and/or products, in any marketing, sales, promotional, or advertising materials and/or activities that you may communicate, issue or publish orally or in writing (and whether using print or electronic media) from to time to time. 
    3. You as a Freelancer shall not and shall not authorise, or assist another to, originate, produce, issue, or release any written publicity, news release, marketing collateral or other publication or public announcement, relating to or in any way connected to any Agreement and/or the provision of the Freelance Services without the prior written consent of the Company, such consent may be unreasonably withheld.
  11. INVOICING AND PAYMENT VIA THE PLATFORM
    1. Where payment of Booking Fees is paid only upon the delivery of the Freelance Services, the Freelancer must via the Platform prepare a statement of the agreed Booking Fee for the Freelancer’s completion of the Booking (“Statement“) and submit the Statement to the Company via the Freelancer’s Worksome Account.  
    2. Where payment of Booking Fees is paid upon a time and materials basis and at intervals during a Booking against time spent in the delivery of the Freelance Services, the Freelancer must via the Platform track and issue a time report to the Company together with a Statement to the Company via the Freelancer’s Worksome Account.
    3. Submission of the Statement will automatically trigger the Platform to generate a Freelancer invoice for the agreed Booking Fee (with the addition of VAT, where the Freelancer is registered for VAT) set out in the Statement.  The Freelancer Invoice will be issued to Worksome under a self-billing arrangement.
    4. At the same time the Freelancer Invoice is raised, the Platform will raise and issue an Company Invoice, which comprises the Booking Fee and any Service Fees due to Worksome. 
    5. The Company shall pay any Company Invoice within 30 days of receipt of the Company Invoice.  Worksome shall transfer payment of any Freelancer Invoice within 48 hours of receipt of the Booking Fees by way of cleared funds from the Company.
    6. Worksome shall pay the value of the Freelancer Invoice after the deduction of its Service Fee from the Company Invoice, to be transferred to the Freelancer’s Worksome Account, from which the Freelancer may then choose to withdraw such amount. 
    7. 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 or non-payment of the agreed Booking Fee for a Booking or arising in respect of the Freelance Services will be of no concern to Worksome.  
    8. Payment of any Company Invoice will be deemed acceptance by the Company that the Freelance Services have been provided to and to the satisfaction of the Company. The Company agrees that it will not unreasonably withhold or otherwise delay payment of any Company Invoice.  
    9. If the Company disputes any Company Invoice, it must raise a dispute with the Freelancer within 72 hours of receipt of the Company Invoice with the Freelancer.  If the Company fails to raise any dispute within this timeframe, the Company shall be deemed to have accepted the Freelance Services have been performed and to the Company’s satisfaction.  If the Company wishes to dispute the invoice and within the timeframe specified, it must provide the Freelancer with detailed feedback via the Platform regarding what aspects of the Company Invoice it is disputing and why.  The Company and Freelancer shall use all reasonable endeavours to resolve any dispute raised by the Company.
    10. Worksome uses a payment service provider. The processing of payments related to your use of the Services is, in addition to these Standard Terms, 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.
    11. You understand and accept as a Company that you will solely use a corporate payment card for credit card payments.  If this method of payment is not possible, Worksome will confirm the required payment method for the Company to settle Company Invoices.
    12. 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 for Booking Fees remains in force until the Booking Fees have been invoiced to you and you have paid the Company Invoice via the Platform.  Accordingly, you understand that the Company will not be released from its payment obligations to the Freelancer until Worksome receives payment from the Company. 
    13. You understand and accept that Worksome is entitled to charge the Company a Service Fee of 4% on the Booking Fees, unless otherwise agreed with the Company. As a Freelancer, you understand and accept that Worksome shall deduct its Service Fees from the Company Invoice. 
    14. The Freelancer and the Company understand and accept that payment cannot take place in any other manner than as described in these Standard Terms.
    15. You agree and accept that Worksome may from time to time require additional documentation and information from a Company and Freelancer to verify the identity of the parties concerned.
    16. You agree that for any Enterprise Client, Worksome may agree bespoke terms for invoicing and payment terms pursuant to Supplemental Terms, and you will comply with any Supplemental Terms notified to you from time to time for any Booking.
  12. CANCELLATION AND TERMINATION
    1. You agree that a Booking does not create a legally binding agreement between the Company and Freelancer until a Booking Confirmation has been agreed by both of the parties via the Platform.  Accordingly, a Booking may be withdrawn or otherwise cancelled by you prior to the Booking Confirmation being accepted by both parties upon you confirming the same in writing to the other party via the Platform.
    2. An Agreement will automatically end upon the Freelance Services having been completed and delivered in accordance with the Booking Confirmation, or upon any estimated completion date set out in the Booking Confirmation, or upon any cap on Booking Fees agreed in the Booking Confirmation, whichever occurs earlier.
    3. An Agreement may be terminated by either of you at any time on giving the other party such period of notice specified in the Booking Confirmation, or in the absence of any period of notice, immediate notice of termination, in writing via the Platform.
    4. You agree that any relationship created pursuant to an Agreement reflects a business to business arrangement between independent businesses.  Accordingly, you agree that you are not delivering or receiving Freelance Services as a consumer for the purposes of consumer protection legislation.
    5. Any additional rights to terminate an Agreement whether for cause or without cause are set out in the Booking Terms and which may be varied or added to by you in any Booking Confirmation. 
    6. You, as a Freelancer, accept that you shall only receive payment of Booking Fees in respect of any Freelance Services delivered to the Company to the extent set out in the Booking Terms and any Booking Confirmation.
  13. WEBSITE TERMS OF USE AND PRIVACY
    1. Our website terms of use (at www.worksome.co.uk/tos) explain how the Freelancer and the Company may use the Platform and whether as a guest or registered user.  You confirm that you have read and understood our website terms of use.
    2. Worksome shall process your personal data (including special categories of data) that it collects from you as a consequence of your registration to use the Platform and/or your use of the Services in accordance with its privacy policy (www.worksome.co.uk/privacy).  Worksome acts as a controller in the provision of its Services to you.  You confirm that you have read and understood our privacy policy. 
    3. You are controllers in the provision of and receipt of the Freelance Services under any Agreement.  
    4. You agree that you will at all times comply with DP Legislation, your obligations as a controller, and will only process personal data of any party’s personnel shared between you to the extent necessary for each of you; to comply with and exercise your rights and/or obligations under these Standard Terms and any Agreement (Contract Necessity), to comply with any applicable law (Legal Obligations), and to allow you to administer your respective services and for you to receive such services (Legitimate Interest).
    5. You, as a Freelancer, acknowledge that the Company will process personal data personal to you and/or any your Personnel that you share with the Company and which shall include disclosing and sharing such personal data for the purpose of assessing the viability of a Job, scoping the terms of the Booking, and administering an Agreement.
    6. You understand that the Company and/or Worksome may process personal data of any of its personnel pursuant to the Services outside of the European Economic Area (EEA) or within outside a country which does not have an adequacy decision from the European Commission provided that the Company and/or Worksome have taken such steps as are required under DP Legislation to provide adequate safeguards in respect of such transfer, as set out in their respective privacy notice, which you have been notified of under separate cover (Safe Countries).  You warrant, represent and undertake that you and your Personnel where required under an Agreement will give their explicit consent to such processing outside of the Safe Countries in such form as may be required.  You understand that should explicit consent not be received as required the Agreement may not be able to proceed or may otherwise be terminated with immediate effect.
    7. You shall take appropriate technical and/organisational measures to ensure the adequate protection of personal data shared between you under or pursuant to these Standard Terms against loss, alteration, destruction, damage or disclosure.  You shall ensure that if you receive personal data under these Standard Terms or any Agreement you will notify each other of any personal data breach (or suspected breach) (as defined in GDPR) which affects such personal data and will provide such details as may be reasonable requested in respect of the personal data breach to allow the affected controller to determine whether such breach must be notified to the Information Commissioner’s Office (ICO).
    8. You will notify each other of any subject access request, complaint, or correspondence exercising DP Legislation rights received from any personnel of the Freelancer (or any correspondence received from the ICO in respect of the same) (DP Request) and you shall ensure you comply with any DP Request in an appropriate and timely manner.  You agree to provide each other with such reasonable and prompt co-operation and/or assistance as is necessary to comply with any DP Request and which shall be provided at no charge each of you.  
  14. DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY
    1. DISCLAIMER – 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 IN RELATION TO THE FREELANCE SERVICES AND OR ANY DELIVERABLES, OR OTHERWISE IN RELATION TO THE 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 ANY THIRD-PARTY PROVIDERS, INCLUDING COMPANIES AND FREELANCERS (“THIRD-PARTY PROVIDERS”). YOU AS THE COMPANY 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.
    2. LIMITATION OF LIABILITY – 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 COMPANY AND/OR THIRD-PARTY PROVIDER. IN NO EVENT WILL 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 OR TO YOU (AS APPLICABLE) 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.
    3. 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.
    4. WORKSOME WILL UNDER NO CIRCUMSTANCES BE LIABLE TO ANY THIRD-PARTY PROVIDER FOR ANY SERVICES AGREED BETWEEN ANY THIRD-PARTY PROVIDER AND ANY COMPANY OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
    5. 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, EPIDEMIC AND/OR PANDEMIC, COMPUTER VIRUS, INTERRUPTION OF ORDINARY SERVICES, INCLUDING POWER SUPPLY, REGULATORY RESTRICTIONS, AND OTHER EVENTS BEYOND WORKSOME’S CONTROL, AND WHICH WORKSOME COULD NOT HAVE REASONABLY TAKEN INTO CONSIDERATION, AVOIDED OR OVERCOME AT THE SIGNING OF THE AGREEMENT.
    6. YOUR INDEMNITY – YOU AGREE TO INDEMNIFY AND HOLD WORKSOME AND ITS DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, PENALTIES, FINES, INTEREST, COSTS 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, AND/OR ANY TERMS OF AN AGREEMENT, AND OR ANY POLICIES; (III) YOUR BREACH OF OR VIOLATION OF ANY APPLICABLE LAWS (INCLUDING BUT NOT LIMITED TO DATA PROTECTION LEGISLATION AND TAX LAWS) AND/OR (IV) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING THIRD PARTY PROVIDERS.
  15. GOVERNING LAW
    1. 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 Standard Terms to the exclusive jurisdiction of the English courts.
  16. OTHER PROVISIONS
    1. If any provision of these Standard Terms 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 Standard Terms, and it will not affect the lawfulness, validity and enforceability of the other provisions of these Standard Terms.
    2. Worksome may vary the Standard Terms or the Booking Terms on giving you written notice (which will include the detail of the variation and the date upon which the variation takes effect) in order to comply with any change in, additional or new obligations imposed (and whether applicable retrospectively) by statute or by virtue of any other legal obligations published.
    3. Save as provided for in this clause, the Contracts (Rights of Third Parties) Act 1999 will not apply to these Standard Terms or any Agreement and no person or entity other than Worksome and you will have any rights under these Standard Terms and/or under the terms of any Agreement.  Worksome, the Company, and any customer of the Company identified in a Booking Confirmation (third party) will have the benefit of the provisions of the Agreement that expressly confer such benefit, or which are intended to be for the benefit of or are enforceable by such third party, irrespective of the fact that such third party may not be a party to any Agreement concluded. Notwithstanding that any term of the Standard Terms or any Agreement may be or become enforceable by a person who is not a party to it, the Standard Terms or the terms of any Agreement may be rescinded, varied, amended or modified or terminated without the consent of any such third party.
    4. The failure of the Company or Worksome to exercise or enforce any right conferred upon it under these Standard Terms or any Agreement (as applicable) shall not be deemed to be a waiver of any such right or operate so as to bar the enforcement thereof at any time.
    5. Notwithstanding the provisions of the Limitation Act 1980, you agree that you will only have the period during an Agreement and a period of 1 year from the end of an Agreement to bring any claims arising under or in connection with any Agreement. No contractual claim arising outside of this period will be valid or enforceable on any party.
    6. All provisions that either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination of an Agreement, shall survive such termination.
    7. In these Standard Terms, the following words and expressions have the following meaning:
      1. Agreement” the agreement entered into between the Company and the Freelancer for a Booking comprising the Booking Confirmation, the Booking Terms, any Supplemental Terms, and these Standard Terms.
      2. “Booking” any Job accepted by the Freelancer via the Platform. 
      3. Booking Confirmation”  the electronic document which confirms the specific details of the Booking agreed between the Company and Freelancer to be delivered by the Freelancer including the Freelancer fees. 
      4. “Booking Terms” the terms and conditions of engagement for Freelancers for a Job as set out in a Booking Confirmation.
      5. “Booking Fees” the fees payable to the Freelancer for the Freelance Services as described in the Booking Confirmation;
      6. “Company” the user creating a company profile for the purpose of offering a Job by use of the Services and which includes any Enterprise Client.
      7. “Confidential Information” any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Company and their business or affairs (including but not limited to data, records, reports, agreements, research and development, manufacturing, marketing strategies and tactics, production or design secrets, specifications, know-how, trade secrets, Inventions and other information concerning the Job) in any form or medium, whether in writing, orally or by any other means, together with any reproductions of such information in any form or medium or any part(s) of such information;
      8. Dialogue” 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.
      9. “DP Legislation” the General Data Protection Regulations (2016/679) (GDPR), the Data Protection Act 2018, as amended and all applicable laws and regulations relating to the processing of personal data (defined in GDPR) and privacy, including where applicable the guidance and codes of practice issued by the UK supervisory regulatory body;
      10. ‘Enterprise Client” any Company who has entered into an agreement with Worksome to deliver bespoke services to allow the Company to manage large scale contract projects and/or to manage and administer its contractor workforce using the Platform.
      11. Freelancer” the user creating a freelancer profile for the purpose of accepting a Job and whether as a self-employed individual or through a legal entity (determined on a a Booking by Booking basis and in accordance with the accepted engagement models pursuant to the Booking Terms) through the Platform.
      12. “Freelance Services” the services to be performed by a Freelancer for a Job and which includes any deliverables.
      13. “Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
      14. “Invention” any invention, idea, discovery, development, improvement or innovation made by the Freelancer and/or any Representative during the Job, whether or not patentable or capable of registration, and whether or not recorded in any medium;
      15. Job” means i) any assignment, project or job offered by the Company to the Freelancers by use of the Services and including any renewal or extension of the same (“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“).
      16. “Personnel” any personnel of the Freelancer and includes any substitute and/or sub-contractor utilised in the performance of a Booking.
      17. ‘Platform’ the web-based online platform for mobile and desktop application operated by Worksome at www.worksome.co.uk used by any Enterprise Client to administer and manage contract projects and/or its contractor workforce.
      18. “Policies” the privacy policy, our website terms of use, and other policies of Worksome set out or otherwise referred to in these Standard Terms or any Agreement.
      19. Project Period” the agreed period in which the Freelancer performs a Job for the Company.
      20. “Platform Fee” the Company fees for the use of the Platform to administer and manage its Jobs as set out in Clause 11.13 and which may be updated from time to time by Worksome;
      21. “Service Fees” the fees payable by the Company to Worksome for the Services, which comprise Platform Fee and/or any other service fees agreed between the Company and Worksome for Services to be delivered to the Company as an Enterprise Client;
      22. “Worksome Account” your Worksome profile area, including your settings, invoices, and your account where funds are made available to you to withdraw;
      23. you” the Company and/or the Freelancer (as applicable) and “your” shall have a corresponding meaning.

 

Edition 20 April 2020

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