Agreement for the use of the OrderWork site

Welcome to the User Agreement and privacy statement for OrderWork.co.uk

a) Privacy Statement and the Data Protection Act 1998 Download PDF

We will treat all your personal information as private and confidential, except where disclosure is made at your request or with your consent or where we are required by law to disclose.

We will use your information for the purposes of administration and general statistical and management information and to identify suppliers that might meet your needs (in the case of buyers) and work orders that might fit your skills and abilities (in the case of suppliers).

Except where OrderWork Limited is required to disclose by law, we will treat all your information as confidential and will not disclose any such information except where a disclosure is made at your request or with your consent.

Where necessary for the above purposes you consent to our processing data that is defined as sensitive by the Data Protection Act. OrderWork Limited, its agents and sub-contractors will apply appropriate technical and organisational measures against the unauthorised processing of personal data and against accidental loss of, or damage to personal data. By providing your data you agree to your data being used and transferred as stated above.

We may wish to contact you by mail, telephone, email or fax about forthcoming events or site enhancements which may interest you.

If you do not wish to receive such information, please email to unsubscribe@orderwork.co.uk.

Any individual (eg a supplier’s technician) has the right to ask for a copy of their information (subject to a £10 fee). Please write to: The Data Protection Officer, OrderWork Ltd, 1 Lyric Square, London, W6 0NB.

We also obtain data and information by using cookies. A cookie is a piece of software that is placed on your computer's hard drive. A cookie helps analyse web traffic or lets us know when users visit a particular web page. Cookies allow web applications to respond to you as an individual user. The web application can tailor its operations to your needs by gathering and remembering information about your preferences. We only use this information for statistical analysis purposes and then the data is removed from the system.

A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You may disable the cookie function in your browser should you choose to do so.

b) The User Agreement ("User Agreement")

The services available at http://www.orderwork.co.uk are provided by OrderWork Ltd (Registered No: 05662167), of 145-157 St John St, London EC1V 4PY ("OrderWork", "we", "us" or "our").

You are a user ("User") of our services. This User Agreement describes the terms and conditions applicable to your use of our services (the “Services”) available under the domain and sub-domains at http://www.orderwork.co.uk (the "Site"). If you do not agree to be bound by this User Agreement, you may not use or access our services. We provide services to people who need Services work carried out (“Buyers”) and those who have resources available to carry out work (“Suppliers”). The acceptance of this Agreement by ticking the box means that you agree to be legally bound by all of the terms and conditions in this Agreement, as related to Buyers and Suppliers, as the case may be.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you may become a user of the Site.

We may amend this User Agreement at any time by giving you notice ("Notice") by either e-mail or by posting the amended User Agreement on the Site. Any amended User Agreement will govern new user registrations from the date that it is posted on the Site. Existing users will be bound by the amended User Agreement after the expiry of 14 days following the date of a Notice. No other amendment to this User Agreement will be effective. Please note that different notice provisions apply to our Fees and Credit policy as set out below.

The OrderWork Site is designed to be used within the United Kingdom (“ UK”) only. Use of the Site for any activity outside of the UK is prohibited.

Information on the Site is restricted for the sole purpose of obtaining the Services. Any other use, commercial or personal, is prohibited.

This User Agreement describes the terms and conditions applicable to your use of our Services available under the domain and sub-domains of the Site and the general principles for the web sites of our other divisions or subsidiaries as they may exist. If you do not agree to be bound by the terms and conditions of this User Agreement, please do not use or access our Services.

I. General Terms and Conditions (applies to all Users)

A. Eligibility to use our services

Our Services are available only to corporate or other entities, or individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to minors, to anyone under 18 years of age, or to temporarily or indefinitely suspended OrderWork members. If you do not qualify, please do not use our Services. Further, your OrderWork account (including feedback) and User ID may not be transferred or sold to another party without our prior written consent. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Agreement.

B. Services and Fees

We provide a range of Services that include the ability for Buyers to list work on our website for Suppliers to bid on or accept, and for OrderWork to carry out work on behalf of Buyers using the OrderWork network of Suppliers. Each of these Services has applicable fees (the “Fees”) and we may change our Fees and credit policy from time to time. Our changes to the policy are effective immediately upon posting on the Site. We may in our sole discretion change some or all of our Services at any time and the Fees associated with them. In the event that we introduce a new service, the Fees for that service will be effective at the launch of the service.

All Fees are quoted in GB Pounds Sterling. You are responsible for paying all Fees associated with using our Services and Site and all applicable taxes, such as VAT, if any.

C. Information control

We do not control the information provided by other Users that is made available through our Site. You may find their information to be harmful, inaccurate or deceptive. Please use caution, common sense, and safe business practices when using our Site

D. Third-party links and content

Links contained on the Site may cause a User to leave the Site. Any linked websites are not under the control of OrderWork and OrderWork is not responsible for the contents of any linked website or information contained in a linked website, or any changes or updates to such website . OrderWork provides these links from the Site only as a convenience, and the inclusion of any link does not imply any endorsement of the website or any of its contents. All Users' use of materials and information in third-party websites is at their own risk.

E. Your information

1. Definition
   "Your Content" means any information you provide to us or make available to other Users which is designated as being publicly available content for use on the Site. You are solely responsible for Your Content, and we act as a passive conduit for your online distribution and publication of Your Content.
2. Restricted activities
   Your Content, any information you provide to other Users and your activities on the Site must not:

   1. be false, inaccurate or misleading;
   2. be fraudulent or relate to the provision of services for which you are not qualified;
   3. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
   4. be in breach of English law or any other applicable law or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising);
   5. be defamatory, libellous, unlawfully threatening or unlawfully harassing;
   6. contain any viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
   7. link directly or indirectly to or include descriptions of goods or services that are prohibited under this User Agreement; or
   8. consummate any transaction that was initiated using our Site that, by paying to us any Fees could cause us to break any applicable law or regulation.
3. Licence
   To enable OrderWork to use Your Content, you grant us a non-exclusive, world-wide, perpetual, irrevocable, fully paid-up, sub-licensable (through multiple tiers) licence to exercise the copyright, trade mark, publicity, and database rights you have in Your Content, in any media now known or not currently known. You also waive all moral rights you have in Your Content to the fullest extent permitted by law.
4. Data
   All data derived or collected by OrderWork from our Site, including but not limited to statistical information, IP addresses, or other relevant data shall belong to OrderWork and you agree that OrderWork shall have the right to use such data as it determines in its sole discretion. This includes the right to display industry affiliations, certifications and / or preferred provider network logos, where appropriate on the Site or in User profiles.

F. Access and interference

G. Breach

Without limiting other remedies, we may limit your activity on the Site, immediately remove you from the Site, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our Services to you if:

H. Data Protection

We view protection of Users' privacy as a very important principle. Please note that your personal information will be stored and processed on our computers and OrderWork will use reasonable endeavours to hold and transmit such information in a safe, confidential and secure environment in compliance with United Kingdom data protection laws. If you object to your information being transferred or used in this way please do not register.

I. No Warranty

We (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. Our Site and our Services are provided "as is" and as and when available, and to the extent permissible by law we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance.

J. Force Majeure

If the delivery of our Services is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labour difficulties; computer "hacking" attack or computer virus; any law, order, regulation or other action of any governing authority; or any other cause beyond OrderWork's reasonable control, OrderWork shall be excused from such delivery to the extent that its delay is prevented by such cause.

K. OrderWork limit of liability

Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, or for death or personal injury resulting from our negligence or the negligence of our, agents or employees. Subject to the foregoing, we (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages arising out of or in connection with this User Agreement.

We (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications services or for faults in or failures of their networks and equipment.

Our liability to you or any third party, and the liability of our parent, subsidiaries, affiliates, officers, directors, agents and employees, in any circumstance is limited to the fees, net of any irrecoverable payments we have made to our Suppliers, that you have paid to us in the one month period prior to the action giving rise to the liability.

L. Supplier Limit of Liability

The Supplier's liability to a Buyer or OrderWork for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.

The Supplier's entire liability to a Buyer or OrderWork in respect of any breach of his contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be limited to the limit of their insurance or the value of the Work Order whichever is the greater, unless otherwise specified in the particular Work Order that has been accepted by the Supplier.

The Supplier shall not be liable to a Buyer or OrderWork for any indirect or consequential loss a Buyer or OrderWork may suffer, even if the loss is reasonably foreseeable or the Supplier has been advised of the possibility of a Buyer or OrderWork incurring it.

M. Indemnity

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim, demand or loss, including reasonable legal fees, made by any third party arising out of your breach of this User Agreement or use of the Site or Services. This indemnity shall not apply where such claim, demand or loss arises solely due to (a) our negligence or (b) our breach of this User Agreement .

N. No agency

You and OrderWork are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

O. Notices

Unless otherwise explicitly stated, notices to OrderWork must be sent by registered mail to OrderWork Ltd, 145-157 St John St, London, EC1V 4PY, and notices to you will be sent to the email address that you provide to OrderWork during the registration process (receipt is deemed 24 hours after an email is sent, unless we receive notice that the email address is invalid), or by registered mail .

P. Assignments

You agree that this User Agreement and all incorporated agreements may be automatically assigned by OrderWork, in our sole discretion, to a third party in the event of a merger or acquisition or similar corporate transaction. You may not assign, license or sub-contract any of your rights or obligations under this User Agreement.

Q. Third Party Rights

A person who is not a party to this User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this User Agreement or which exists or is available apart from that Act

R. Intellectual Property Rights

1. The Buyer grants to the Supplier and OrderWork a royalty-free, world-wide, non-exclusive licence to use their content and other intellectual property solely for the purposes of completing the Work Order.
2. The Supplier assigns all right, title and interest to any intellectual property created during the completion of a Work Order to the Buyer with full title guarantee.
3. The Supplier shall at the request of the Buyer or OrderWork from time to time do all things and execute all documents the Buyer or OrderWork may reasonably require to give effect to the assignments in clause 2 above.
4. Except as expressly set out in clause 1 above, this agreement does not transfer or grant to the Supplier any right, title or interest in any intellectual property rights in or to the Buyer or OrderWork’s Content.

S. Non-solicitation of Staff

A User, whether acting as a Buyer or a Supplier, shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of, or contractor to, another User who has been involved in the provision of services to that Buyer or Supplier as the case may be through OrderWork within the last six months, without the prior written consent of OrderWork and that Buyer or Supplier.

T. General

This Agreement shall be governed in all respects by the English law. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed deleted and the remaining provisions shall be enforced.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except as otherwise indicated, all provisions of the User Agreement shall survive any termination or expiration of this Agreement.

II. Additional terms and conditions for Suppliers

A. Quality of service

You agree to provide courteous and professional service to OrderWork and the Buyers and their end users at all times. The Buyer and OrderWork must approve your work prior to release of payment to you through our system. Failure to provide quality work to the satisfaction of the Buyer may result in non-payment for the services provided and a negative rating on our Site. Any disputes should between the Supplier and Buyer should be notified to OrderWork for resolution. If necessary, a dispute will be resolved by referral to an Arbitration Service.

B. Description of your skills and services

Your Content must describe your services and all terms associated with the delivery of such service. Your description may only include text descriptions, a logo or picture and other content relevant to your services.

C. Accepting Work Orders

If you receive a Work Order and accept, you are obliged to use your best endeavours to complete the Work Order.

D. Restriction on automated use of Site

The use of any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, manipulate or copy any parts of the Site is STRICTLY PROHIBITED. This includes any automated refreshing of pages of our Site and any scripts or automated procedure used to accept work orders.

E. Travel time

The Site is designed to provide OrderWork and our Buyers with fast response times to their IT needs. As a Supplier, you have the ability to establish your range of coverage and response times at the time you set up Your Content on our Site. The range and response times that you select are considered local coverage and OrderWork and our Buyers assume that no travel time will be charged.

F. Work Order Price

The Price is defined as the maximum total in GB pounds sterling that can be charged for the work specified in the Work Order inclusive of all charges for labour, parts (if applicable) and tax. This applies to both flat fee and hourly rate Work Orders. On hourly rate Work Orders, the labour rate you charge or agree to with OrderWork or the buyer is inclusive of all applicable taxes.

As a Supplier, you agree not to exceed the Price on any Work Order without OrderWork or the Buyer's authorisation for an increase in the Work Order Price. In the event that you do work that exceeds the Work Order Price without OrderWork or the Buyer’s authorisation, you assume the risk of not being paid for this additional work. A Work Order cannot be closed out for sums in excess of the Work Order Price.

Confidentiality

As a Supplier, you agree that you will not disclose to any third party any information whatsoever concerning OrderWork, any Buyer or the Buyer’s end customer unless you can prove that such information is already in the public domain at the time of disclosure.

To the fullest extent permissible by law (and save always in relation to any existing business with any Buyer separate from that obtained through OrderWork), you shall not, without OrderWork’s prior written consent solicit or approach OrderWork’s Buyer or any other contact or referral that you may receive as a result of work that you have carried out for that Buyer: (i) in the context of offering or winning new business with the Buyer or any referral or contact from that Buyer in any way similar to that undertaken via OrderWork; or (ii) act in any manner prejudicial to OrderWork’s relationship with the Buyer or any contact or referral from that Buyer (or any future relationship and/or contract(s)) with the Buyer or any contact or referral; provided always that this shall exclude any bona fide bid for provision of (and thereafter performance of any awarded) IT services, in response to the Buyer’s (or a contact or referral of the Buyer) invitation to tender (“ITT”) for same (and provided always that such ITT has not been induced or suggested by you). In the context of any actual or threaten breach by you of all or any part of the provision(s) of this clause, it is expressly acknowledged by the parties that damages would not be an adequate remedy, and accordingly OrderWork shall be entitled to seek an injunction, interim order or similar equitable relief, to restrain, prevent or avoid same.

Furthermore, when you accept a Work Order from OrderWork or a Buyer which involves or relates to work on behalf of the Buyer’s customer (End Customer), you agree not to solicit further work from that End Customer without the prior written approval of OrderWork and the Buyer. This clause will only be waived if you can prove that you have carried out the same type of work for that End Customer (or division of the End Customer in the case of an End Customer with several divisions), in the 6 months prior to the acceptance of the Work Order.

G. Suspension or removal from the Site

You agree and acknowledge that OrderWork has, in its sole discretion, the right, in addition to all other legal rights, to suspend or remove you from being listed as a Supplier on our Site for the following reasons:

Removal from our Site for violation of our policies may result in your forfeiting any monies due you from the Client.

H. Feedback

I. Representations and warranties

You represent and warrant that:

OrderWork operates a self-billing system whereby it generates invoices on behalf of its Suppliers. By agreeing to these Terms and Conditions you agree to enter into a Self-Billing relationship with OrderWork and not to issue sales or VAT invoices to OrderWork or OrderWork’s Buyers. The self-billing agreement will last for 12 months from the date of your registration as a Supplier and will be subject to automatic renewal for further 12 month periods provided that your VAT status as a Supplier has not changed.

You agree that you are totally responsible for taxes such as VAT and PAYE and that you will remit all relevant and applicable taxes to the appropriate tax authorities when due. Furthermore, you agree to notify OrderWork immediately if you cease to be VAT registered, transfer your business as a going concern or become registered under another VAT number.

The Fee to a Supplier charged by OrderWork for processing a Work Order is 10% of the Work Order value. This is expressed on the Supplier invoices generated by OrderWork as a discount by you to OrderWork.

Unless otherwise stated in a Work Order, OrderWork matches Supplier payment terms to its Buyer payment terms. Therefore, when the Work Order is completed and has been marked as ‘Closed’ by you and OrderWork, or the Buyer, you may request payment, which will be actioned once the Buyer pays OrderWork (usually 7-30 days).

K. Protection of End User Information

You agree that you will not break any relevant law including the Data Protection Act 1998 with respect to unauthorised access to or use of information contained on end user computers or systems.

III. Additional Terms and Conditions for Buyers

A. Work Order creation

As a Buyer, you are obliged to complete the transaction with OrderWork if you: Confirm in writing, by email or via the OrderWork website, that you wish to proceed with a Work Order, and a Supplier in turn accepts and incurs costs associated with it. In the event that a Work Order is cancelled after acceptance, the Work Order may be subject to a cancellation fee if the Supplier or OrderWork has already incurred costs associated with the Work Order at the time of cancellation.

B. Warranties:

     You warrant that:   

C. Non-Solicitation of Suppliers or Circumvention of OrderWork

You acknowledge that OrderWork has expended significant sums to create its Site, which is proprietary. You will not attempt to circumvent any aspect of the Site in any way, including dealing outside of the Site with any Supplier introduced to you through the Site. In addition, you may not employ directly any such Supplier

Therefore, to the fullest extent permissible by law (and save always in relation to any existing business with any Supplier separate from that obtained through OrderWork), you shall not, without OrderWork’s prior written consent solicit or approach OrderWork’s Suppliers: (i) in the context of working with, or offering any business to, that Supplier in any way similar to that undertaken or possible via OrderWork; or (ii) act in any manner prejudicial to OrderWork’s relationship with the Supplier (or any future relationship and/or contract(s)) with the Supplier; provided always that this shall exclude any bona fide bid for provision of (and thereafter performance of any awarded) IT services, in response to your invitation to tender (“ITT”) for same (and provided always that such ITT has not been produced to circumvent this Agreement).

In the context of any actual or threaten breach by you of all or any part of the provision(s) of this clause, it is expressly acknowledged by the parties that damages would not be an adequate remedy, and accordingly OrderWork shall be entitled to seek an injunction, interim order or similar equitable relief, to restrain, prevent or avoid same.

D. Refund Policy

If relevant, OrderWork will refund any unused portion of your funds on deposit with us in the event that you are unsatisfied with the use of our Site. All refunds will be made within 30 days after your account is closed on the Site. An account cannot be closed if there are any open, pending or disputed Work Orders.

E. Expiration Of Deposits

Any Buyer deposits with OrderWork do not have any expiration date. However, if your account is inactive on the Site for twelve months, the account may be subject to maintenance and administrative fees, or closure at our discretion.