Clients Terms and Conditions

Last Update: 26 October 2021

These Terms are a legally binding agreement governing Clients’ access and use of Workpin. These Terms apply to Workpin only; they do not apply to any third-party software, websites, and services integrated with Workpin.
The Client must agree to all provisions of these Terms to be eligible to access or use Workpin. If the Client does not agree with one or more provisions of these Terms, the Client is not allowed to use Workpin.

Definitions

The below-mentioned terms used in these Terms shall have the following meanings, unless the context requires otherwise:

“Terms” means these Workpin Clients Terms and Conditions, including all documents implemented by reference thereto;
“Company,” “we,” “us,” and “our” means the company owning and operating Workpin, namely, Workpin ltd, having a registered business address at 34 Parkville Road, SW6 7BX, London, the United Kingdom, and the company number 13012146;
“Workpin” means the online platform available at https://www.Workpin.ai, the related software and services, except for third-party products and services;
“Clients,” “you,” and “your” means individuals using Workpin and/or ordering the Services;
“Services” means the services offered by the Vendors through Workpin, including, without limitation: rental of workspaces, meetings and events venues; organisation of events and experiences; catering services; wellbeing sessions; and security services;
“Spaces” means the physical co-working, event, or meeting spaces let by the Vendors to the Clients through Workpin;
“Vendor” means the User of Workpin offering the Services through Workpin;
“Contractors” means the Clients and the Vendors entering into the Contract through Workpin;
“Contract” means Contracts for the Services concluded by and between the Clients and the Vendors through Workpin;
“Client Account” means an account registered by the Client on Workpin allowing Client’s access to the full functionality of Workpin and booking the Services;
“Confidential Information” means any information made available by and between the Users through Workpin that is of a confidential nature;
“Fees” means service charges payable by the Clients through Workpin for the credits that enable the Clients to purchase the Services;
“Payment Processors” means third-party payment processors responsible for processing payments through Workpin, including, without limitation, Revolut;
“Content” means any content uploaded, submitted, or generated by the Client onto Workpin;
“Company’s IP” means any Company’s intellectual property assets featured through Workpin; and
“User” means any individual accessing or using Workpin.

In these Terms, words in the singular include the plural meaning and words in the plural include the singular meaning.

1. GENERAL INFORMATION

1.1 These Terms constitute a legally binding agreement between the Company and the Client with regard to user’s access and use of Workpin.

1.2 About Workpin. Workpin allows the Clients to interact with other Clients, search and book the Services offered by the Vendors, and make payment for the Services. Workpin serves as a reference point that facilitates the communication between the Users, including supporting the formation of the Contracts. The Company does not offer or render the Services or rent the Spaces to the Clients. The Company reserves the right to limit the use of Workpin in certain countries and territories

1.3 License to use Workpin. We grant you a personal, revocable, non-exclusive, non-transferable and limited license to use Workpin pursuant to these Terms.

1.4 Minors. Workpin is not marketed and should not be used by persons under the age of 18.

1.5 Disclaimer. Although we regularly monitor the information available on Workpin, we cannot guarantee the accuracy, reliability, currency, relevance, and completeness of the information available on Workpin, neither provided by us nor by the Users.

1.6 Third-party links and advertising. Workpin may contain links to websites, applications, and other online sources owned and operated by third parties. Workpin may also feature information and advertisements related to the Vendors or other third parties. We are not responsible or liable in any manner for the content of such third-party links, information, and advertisements, as well as the security and privacy practices deployed by the operators of third-party websites. Please exercise your due diligence before clicking on any of such third-party links or advertisements.

1.7 Support. Requests for customer support should be addressed to us by email at hello@workpin.ai.

1.8 Privacy and other relevant terms. The documents that include important provisions regarding your use of Workpin and should be read and interpreted together with these Terms are:

Workpin Privacy Policy, which describes in detail how we handle your personal data collected through Workpin;
Workpin General Terms and Conditions;
The terms and conditions of the respective Contracts; and
Other individual terms and conditions made available by the Company through Workpin.

2. THE CLIENT ACCOUNT

2.1 Registration of the Client Account. In order to use the full functionality of Workpin and order the Services, you are required to register the Client Account.

2.2 Personal data. Before creating your Client Account, you will be requested to read and accept these Terms and review the Privacy Policy. The personal data related to your Client Account will be processed in accordance with our Privacy Policy. The Client Account is not transferable and you are solely responsible for any activities occurring through your Client Account. Please note that we collect only a minimal amount of personal and non-personal data that is required to ensure your proper use of Workpin.

2.3 Your warranties. By registering your Client Account on Workpin, you acknowledge, agree, and warrant that:

You will comply with these Terms and all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of Workpin;
You will provide only true, accurate, complete, and up-to-date personal data and other information;
You will update your Client Account as soon as any changes to your personal data or other information occur;
You can conclude legally binding contracts with us;
You are authorised by relevant parties to create the Client Account; and
You are a human individual or an individual acting on behalf of a business entity, and not a machine (machine-generated Client Accounts are not allowed).

2.4 Security of the Client Account. You are solely responsible for maintaining the confidentiality of your Client Account, including keeping secure your login details and passwords. By using Workpin, you agree to immediately notify us about allegedly unauthorised use of your Client Account or any other security breach related to your Client Account. You are also responsible for using secure Internet connection and protected networks while using Workpin. We cannot and will not be liable for any loss or damage resulting from your failure to comply with these security obligations.

2.5 Deletion of the Client Account. At any time, you may delete your Client Account through the dashboard of your Client Account or by sending a request directly to us. Upon deletion of the Client Account, these Terms shall terminate.

2.6 Suspension and termination of the Client Account. We reserve the right to suspend or terminate any Client Account if, at our sole discretion, we have grounds to believe that your use of Workpin seriously and repeatedly breaches these Terms. We may also suspend or terminate any Client Account upon a lawful request of a public authority.

2.7 Confidential Information. Any information made available by and between the Users through Workpin is of confidential nature. You must at all times (i) keep confidential and not disclose to any person any of the Confidential Information and (ii) only use such Confidential Information for the purposes of performing obligations under these Terms and the Contracts. The Confidential Information may be disclosed only to persons that need to know such information for the purposes of carrying out your obligations under these Terms or the Contracts.

2.8 Authorisation. You are responsible for obtaining all necessary authorisations and undergoing verifications enabling you to use Workpin. By creating the Client Account and providing the details of an entity that you work for, cooperate with or are affiliated with, you confirm that you are an authorised employee, contractor, or affiliate of that entity and you have the necessary rights and authorisation to act on behalf of that entity. We are not responsible in any manner and bear no liability for your activities carried out through Workpin without such authorisation.

3. FEES, PAYMENTS, AND DELIVERY

3.1 The Fees. To be eligible to use the Services, you must purchase Service credits by paying the applicable Fees. When you make an order for the Services, the Service credits corresponding to the price of the Services shall be pre-authorised in your account. Once the Vendor approves your order, the Service credits shall be deducted from the total Service credits owned by you. Should your payment method be rejected or payment cancelled for any reason whatsoever, you will not be able to purchase the Service credits. The Fees paid by you through Workpin constitute the entire amount payable for the ordered Services and the Vendors must not charge you any additional fees for the Services, unless you agreed otherwise.

3.2 Taxes. The Fees exclude all applicable taxes (e.g., VAT and sales taxes), levies, or duties imposed by taxing authorities. Unless otherwise stated in the schedule of the Fees, you are responsible for paying all applicable taxes, levies, and duties under the Contracts, and excluding local taxes based solely on Company’s income.

3.3 Technical steps to conclude a Contract with the Vendor. If you would like to conclude a Contract with the Vendor, you need to: (i) register your Client Account; (ii) choose the Vendor and the Service that you would like to book and provide all information that is necessary for the fulfilment of your order; (iii) provide the required payment information to purchase credits on Workpin; and (iv) click on the [1] confirmation button. You will be able to identify and correct any input errors prior to clicking on the confirmation button. After you click on the confirmation button, we will transfer credits from your balance and hold them in escrow until the Vendor approves your order. We will also send you a confirmatory email informing you about your order. All further communication between you and the Vendor should be carried through Workpin, including providing the information relevant to the Contract. The Vendors have their own Service policies. Please read them carefully before placing your order. By clicking on the confirmation button and receiving the confirmatory email, you conclude a Contract in English between you and the Vendor on the basis of these Terms and subject to the terms and conditions of the respective Contract (please refer to Section 5 for more information). The details of the specific Contract will not be filed by us and, therefore, the specific contract will not be available to you. However, if you do require any information regarding your order, you can consult your Client Account or contact the Vendor.

3.4 Right of withdrawal. We respect consumer rights and comply with the applicable consumer protection laws. If you use Workpin as a consumer (i.e., you act wholly or mainly outside the scope of your trade, business, or profession), in some limited cases, you have the right to withdraw from the Contract with us within the period of 14 days after the Contract was concluded, unless the provision of the services was completed by us. Please contact us for more information. In most cases, if you act as a business, trader, or use Workpin for professional purposes, you are not entitled to exercise your right of withdrawal.

3.5 Payment processing. All payments related to Workpin, including the Fees, are processed by our Payment Processors. The Payment Processors are solely responsible for handling your payments. You agree not to hold us liable for payments that do not reach us or the Vendors because you have quoted incorrect payment information or the Payment Processors refused the payment for any other reason. Please note that the Payment Processors may collect from you some personal data, which will allow them to make the payments requested by you (e.g., your name, credit card details, payment account information, or any other required personal data). The Payment Processors handle all the steps in the payment process on their websites, including data collection and data processing. For the payment service agreements and policies applicable to your payments, please refer to the website of the chosen Payment Processor. The list of our Payment Processors may be modified by us at any time without notice.

3.6 Invoices. The invoices for the Fees paid by you and any payments charged by us are generated automatically and can be reviewed and downloaded through your Client Account. Please make sure that all information in respect to your Client Account is accurate and up-to-date so that the invoices could be generated correctly. We accept no responsibility if the invoices are erroneous due to your failure to comply with these Terms.

3.7 Transaction limits. To ensure the security of Workpin, we may impose transaction limits with regard to the value or number of transactions within a certain period of time. We will not be liable to you if we do not approve a transaction that would exceed the limit established by us.

4. CANCELLATION AND REFUNDS

4.1 To ensure that you are satisfied with your use of Workpin, we provide you with a possibility to receive credits for the Services cancelled by the Vendors. If your order is rejected or cancelled by the Vendor, we will return the Service credits back to your Client Account without undue delay but no later than 14 days after the date of cancellation.

4.2 If you would like to cancel your order before the Vendor approves your order, you have to use the cancellation functionality of Workpin and we will contact the respective Vendor and request a cancellation. We will return the Service credits back to your Client Account without undue delay but no later than 14 days after the date of cancellation.

4.3 If you would like to cancel your order after the Vendor approves your order, you have to use the cancellation functionality of Workpin and we will contact the respective Vendor and request a cancellation. We make no guarantees that the Vendor shall honour your request and/or return the Service credits to you Client Account.

4.4 Neither the Company nor the Vendors shall be liable to you for the orders that are cancelled due to the circumstances outside Company’s or Vendors’ reasonable control, such as the force majeure events, including, but not limited to: acts of God; strikes; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; pandemics; and water floods.

5. CONTRACTS

5.1 Unless otherwise provided in the Terms, we do not intervene in the communication between the Contractors as well as negotiation, conclusion, and execution of the Contracts. Nevertheless, we reserve the right, at our sole discretion, to accept, refuse, place on hold or cancel the Contracts.

5.2 Unless explicitly specified otherwise on Workpin, our responsibilities with regard to the Contracts are limited to (i) facilitating the availability of Workpin and (ii) serving as the limited payment collection agent (and not a payment service provider) of each Vendor for the purpose of accepting payments from the Clients on behalf of the Vendor. By using Workpin, you acknowledge and agree that the Vendors and not the Company are solely responsible for (i) approving order requests made by you and (ii) rendering the Services.

5.3 If the Contractors decide to enter into the Contract through Workpin, the Service Contract is the contractual relationship between the Contractors and the Contractors have complete discretion with regard to whether to enter into the Contract and the agreed terms of the Contract. The Contractors acknowledge and agree that we are not a party to the Contract and the formation of the Contract does not create employment, partnership, joint venture, or other service relationships between the Contractors and the Company. The Contractors may enter into any agreements as they deem to be appropriate (e.g., confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand these Terms. If there is a conflict between these Terms and an agreement concluded between the Contractors, these Terms shall prevail.

5.4 By concluding a Contract through Workpin, you acknowledge and agree that you are purchasing the Services from the respective Vendor and not directly from us, and the Vendor is solely responsible for delivering the Services. Therefore, for any specifics related to the Contracts, you must contact the respective Vendor directly.

5.5 We are not a party to the Contracts and, therefore, we will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the Contracts and any business transactions made between the Contractors as a result of the interactions through Workpin.

5.6 All communication between the Users pertaining to the Services, including enquiries and negotiation of the Contracts, should be carried out through Workpin. You are not allowed to communicate outside Workpin, including without limitation, exchanging contact details (e.g., phone numbers, email addresses, addresses, social media), information related to communication tools and software (e.g., Skype, WhatsApp, Wechat, Telegram, and Zoom), information about payment methods (e.g., PayPal accounts, bank account, credit card numbers), and any forms or links related thereto. We reserve the right, at our sole discretion, to suspend or terminate the Client Accounts or your access to Workpin upon violation of this section

5.7 We do not screen the Vendors. Workpin provides general information about the Vendors and it displays the profiles created by the Vendors. We do not endorse any Vendors and Workpin features only a limited list of the available Service providers in your area.

5.8 The Vendors are solely responsible for providing accurate information on Workpin, including their contact details, professional experience, training, availability schedules, and the Fees. We bear no responsibility and make no warranties about the accuracy, truthfulness, or completeness of such information and any transactions carried through Workpin.

5.9 You are solely responsible for carrying out appropriate checks regarding the Vendors, including their relevant trade and industry accreditations, qualifications, legal authorisations, and the scope of insurance prior to concluding the Contracts or using the Services. None of the references provided by us or the users of Workpin in relation to any user of Workpin(e.g., reviews, comments, or ratings) represents endorsement, certification or guarantee about any User, as well as the information or services provided by that User. We strongly encourage you not to conclude any Contracts if you have any doubts or concerns pertaining to the Vendors.

5.10 We are not responsible for any disputes that arise between the Contractors, nor are we obliged to receive or process, complaints against the users of Workpin or resolve disputes between the users of Workpin or the Contractors, unless the complaint concerns the performance of our legal or contractual obligations under these Terms.

5.11 You are entitled to leave a review to the Vendors from which you have booked the Services. You agree to comply with these Terms, especially the acceptable use policy outlined in section 8, when leaving your review. We reserve the right to remove reviews that violate our policies and the Terms.

6. THE SERVICES

6.1 Although the Vendors use reasonable efforts to display colours, images, availability times, facilities, and other specifications of the Spaces and the descriptions of the Services accurately, neither we nor the Vendors can guarantee the complete accuracy of such information.

6.2 By ordering the Services, you acknowledge that the Vendor and not us is responsible for the availability and quality of the Services, as well as the availability, quality, and maintenance of the Spaces.

6.3 You are solely responsible for reviewing all documents, rules, regulations, and codes of conduct applicable to your use of the Services. When using the Spaces, you are expected to abide by the individual Space's Code of Conduct (House Rules) and treat the staff and fellow coworkers with respect. When using the Services, you are representing yourself, your organisation and Workpin.

6.4 You are solely responsible for properly protecting the items that are present in the Spaces and covering any damages incurred by the Vendor as a result of your use of the Space.

7. INTELLECTUAL PROPERTY

7.1 When you use Workpin, you may upload and submit the Content, such as photos, text, messages, videos, links, reviews, and files. Please note that some of your Content may become available to other users of Workpin. Therefore, we request you to (i) exercise your due diligence when uploading your Content to Workpin, (ii) not to make any sensitive information publicly available to other users of Workpin, and (iii) make sure that, by uploading your Content to Workpin, you comply with these Terms.

7.2 By uploading your Content to Workpin, you grant us unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce your Content for the purposes of operating Workpin and carrying our legitimate business interests.

7.3 You agree not to submit your Content that violates these Terms or any applicable laws, including intellectual property rights of others and you agree to pay all royalties, fees, and any other monies applicable to your Content.

7.4 You understand and agree that, in order to ensure the security of Workpin, we may, but have no obligation to, monitor or review your Content. We reserve the right, at our sole discretion, to refuse to upload, modify, delete, or remove your Content, in whole or in part, that violates these Terms or may harm the reputation of Workpin. However, you remain solely responsible for your Content.

7.5 You are not allowed to make publicly available personal data of persons who have not provided you with their prior written authorisation or consent to share that personal data (e.g., you cannot publish name, photos, videos, and contact details of a person who has not allowed you to do so) through your Content.

7.6 Your Content includes your personal views and recommendations. None of your Content reflects our views, recommendations, endorsement, or any commitments related thereto.

7.7 Most of Company’s IP is owned by us, our partners, agents, licensors, vendors, and/or other content providers. Company’s IP includes, but is not limited to, text, images, audiovisual content, source code, trademarks, service marks, trade names, graphics, and button icons. Company’s IP is protected by the applicable intellectual property laws and international treaties. You are not allowed, without obtaining prior written authorisation from us, to copy, distribute, make available, disassemble, make alterations, decompile, reverse engineer, translate, adapt, rent, loan, use, lease or attempt to grant other rights to Company’s IP to third parties, or use any manual or automated means to scrap any content available on Workpin.

7.8 You may not use our brand, the word or figurative trademarks associated with Workpin or third-party trademarks without a prior consent of a trademark owner. You are not allowed to use such brands and trademarks in any way that suggests that we sponsor, endorse, or associate with you without obtaining prior written consent from us.

7.9 Some of the intellectual property assets, such as your Content and third-party trademarks, featured on Workpin may be owned by the users and other third parties. Such third-party intellectual property does not belong to us and it remains the sole property of the respective third-party proprietors.

8. ACCEPTABLE USE POLICY

8.1 When using Workpin, you are required to follow our acceptable use policy outlined in this Section 8. Please be advised that we work closely with law enforcement and we report any inappropriate content that may infringe applicable laws. You are not permitted to use Workpin in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):

Any unlawful activity, including violation of any laws, statutes, ordinances, or regulations;
Fraud;
Provision of false, inaccurate, or misleading information;
Sale of goods and services not authorised by the Company;
Harassment or interference (e.g., driving away our business or click fraud);
Dissemination of information that may result in injuries and physical harm;
Discrimination against people based on their race, colour, ethnicity, religion, origin, gender, and other personal attributes;
Posting of your Content that depicts or incites others to commit acts of violence;
Provision of your Content that depicts children or may cause emotional distress to children;
Gambling, including contests, lotteries, games of chance, bidding fee auctions, sports forecasting or odds making, Internet gaming, fantasy sports leagues with cash prizes, and sweepstakes;
Spreading of hate speech;
Spreading of malware (e.g., viruses, worms, Trojan horses), spam, and other illegal messaging;
Spreading ethnically, racially, or otherwise objectionable information;
Spreading sexually explicit, libellous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene behaviour and terrorism-related content;
Advertising or encouraging the use of tobacco, alcohol, and any illegal substances;
Copying, distributing, renting, reselling, modifying, compromising, damaging, disabling, impairing, and overburdening Workpin;
Interfering with or abusing other users of Workpin;
Creating software, products, or services competing with Workpin;
Using bots, scripts, and other automated methods to scrape information from Workpin; and
Collecting and disclosing any information about other Users of Workpin.

8.2 Reporting inappropriate content. If you think that some of the content available on Workpin is inappropriate, infringes these Terms, applicable laws, or your right to privacy, please contact us immediately by email at legal@Workpin.ai. If any content or user is reported as inappropriate, we will immediately delete the content from Workpin and investigate the conduct of the reported user.

8.3 By using Workpin, you are solely responsible for your interactions with other users of Workpin. You acknowledge and agree that we do not conduct any checks of the qualifications, certification, skills, the validity and scope of the obtained insurance policies, and background of Workpinusers. We make no representations or warranties as to the conduct of the users.

9. NON-CIRCUMVENTION

9.1 Making payments through Workpin. You hereby acknowledge and agree that (i) all payments for the Contracts must be made and accepted through Workpin only, (ii) Workpin must be used as your exclusive method to make payments, and (iii) your violation of this section 9.1 is a material breach of these Terms and, therefore, your Client Account may be permanently suspended. The said obligation is valid at all times when the communication or transactions are carried out by and between the Vendors and the Clients during the term of the Contract and for a period of 12 months thereafter. By way of illustration, you are not allowed to:

i. Offer, solicit, accept any offers or solicitations, contract, hire, pay, receive or make payments outside Workpin;

ii. Request or issue an invoice for an amount lower than the actual Fees; and

iii. Refer the Vendors to third parties for receiving payments.

9.2 Not sharing contact details. You must use Workpin as a sole manner of communicating with the Vendors in respect to pre-contractual enquiries and negotiations. A violation of this section 9.2 is a material breach of these Terms and, therefore, your Client Account may be permanently suspended.

9.3 If you or a vendor breaches its obligations under this Non-Circumvention provision, the breaching party shall pay to Workpin an amount equal to 20% of the subtotal of the total fees (the “Liquidated Damages”) paid by the Clients to the respective Vendor. The parties intend that the Liquidated Damages amount will constitute compensation, and not a penalty. The parties also agree that the harm caused by such a breach would be impossible or very difficult to accurately estimate as of the date of this agreement, and that the Liquidated Damages are therefore a reasonable estimate of the anticipated or actual harm that might arise from such a breach. A Vendor or Client’s payment of the Liquidated Damages is his, her or its sole liability and entire obligation and Workpin’s exclusive remedy for any such breach.

10. AVAILABILITY

10.1 We put reasonable efforts to ensure that Workpin is always accessible to you. However, the availability of Workpin may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service Vendors, or force majeure events. We take no responsibility for the unavailability of Workpin caused by such factors.

11. DISCLAIMER OF WARRANTIES

11.1 We provide Workpin on “as available”, “as is”, and “with all faults” basis. To the extent permitted by the applicable law, we do not make any representations or warranties about the reliability, suitability, and accuracy, for any purpose, of Workpin, any content featured on Workpin, whether provided by us or by third parties, and hereby disclaim all warranties regarding Workpin and its operation.

11.2 It is your sole responsibility to verify and assess the fit for the purpose of Workpin prior to using it and to decide whether or not Workpin fits for the intended use.

11.3 By using Workpin, you acknowledge that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party suppliers may be outside of our reasonable control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.

11.4 Nothing in these Terms shall affect any statutory rights that you are entitled to as a consumer and that you cannot contractually agree to alter or waive.

12. LIMITATION OF LIABILITY

12.1 Unless otherwise excluded or limited by the applicable law, we will not be liable for any damages, including, but not limited to, incidental, punitive, special or other related damages, arising out or in connection with your use of Workpin, any content made available through Workpin, whether provided by us or by third parties, or any transactions concluded through Workpin. You agree not to hold us liable in respect of any losses arising out of any event or events beyond our reasonable control.

12.2 We will not be liable to you or any other persons on whose behalf you use Workpin for any direct, indirect or consequential losses, which may be incurred by you in relation to Workpin, such as direct and indirect loss of profits, loss of goodwill or business reputation, loss of opportunities, and loss of data.

12.3 We will not be liable to you for any loss or damage, which may be incurred by you as a result of:

Any reliance placed by you on the completeness, accuracy or existence of any interaction carried through Workpin, content, information, recommendations, or advertising featured on Workpin, or as a result of any relationship or transaction between the Users, or advertisers and sponsors whose content appears on Workpin;
Any changes which we may make to Workpin, or for any permanent or temporary cessation in the provision of Workpin or any features thereof;
The deletion of, corruption of, or failure to store any of your Content and other communications data maintained or transmitted by or through Workpin;
Your failure to provide us with accurate information;
Your communication and business or personal relationships with other Users; and
Your failure to keep your login details to your Client Account secure and confidential.

12.4 This section 12 shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

13. INDEMNIFICATION

13.1 You agree to indemnify, defend and hold us, our subsidiaries, affiliates, Vendors, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, your use of Workpin, or your violation of any law or the rights of a third party.

14. SEVERABILITY

14.1 In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, the validity and enforceability of the remaining provisions of the Terms shall not be affected as a result.

15. GOVERNING LAW AND DISPUTES

15.1 Governing law. These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflicts of law provisions.

15.2 Jurisdiction. You agree to resolve any disputes with us by means of negotiation with the Company. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to courts in London.

15.3 This Section 15 does not affect any statutory rights that you are entitled to as a consumer.

16. MISCELLANEOUS

16.1 Term and termination. The Terms enter into force on the date indicated at the top of the Terms and remain in force until updated or terminated by us or until you stop using Workpin.

16.2 Amendments. We reserve the right to modify these Terms at any time, effective upon posting of an updated version on Workpin. Such amendments may be necessary due to the changes in the requirements of laws, regulations, new features of Workpin, or our business practices. We will send you a notification (if we have your email address) about any material amendments to the Terms that may be of importance to you. You are responsible for regularly reviewing these Terms. Your continued use of Workpin after any changes shall constitute your consent to such changes. We also reserve the right to modify the services provided through Workpin at any time, at our sole discretion.

16.3 Breach of the Terms. If we believe, at our sole discretion, that you violate these Terms and it is appropriate, necessary or desirable to do so, we may:

Send you a formal warning;
Temporary suspend your Client Account;
Delete your Client Account;
Temporarily or permanently prohibit your use of Workpin;
Report you to the relevant public authorities; or
Commence a legal action against you.

16.4 Transfer of rights. You are not allowed to assign your rights under these Terms. We are entitled to transfer our rights and obligations under these Terms entirely or partially to a third party by giving a prior notice to you. It is your responsibility to make sure that you read our notices to stay informed. If you do not agree to the transfer, you can terminate these Terms with immediate effect by deleting the Client Account and stopping to use Workpin.

16.5 Merger or acquisition. In the event the Company, during the term of these Terms, is acquired, merged, or sells all or substantially all of its assets, these Terms shall not automatically be terminated. Although the Company agrees to use its best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms, the Company does not guarantee that the transferee or surviving company shall assume and be bound by the provisions of these Terms.

16.6 Waiver. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce any part of the Terms.

16.7 Entire agreement. These Terms, together with the documents referred to therein, represent the entire agreement between you and us regarding your relationship with us, govern your use of Workpin, and supersede any other agreements between you and us.