Partner Terms and Conditions

Last Update: 26 October 2021

These Terms are a legally binding agreement governing our relationship with the Vendors and Vendors’ access and use of Workpin.

The Vendor must agree to all provisions of these Terms to be eligible to access or use Workpin. If the Vendor does not agree with one or more provisions of these Terms, the Vendor is not allowed to use Workpin.

Definitions

The capitalised terms used in these Terms shall have the following meanings:

“Terms” means these Workpin Space Vendors Terms and Conditions, including all documents implemented by reference thereto;
“Company” 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” means users of Workpin ordering the Services;
“Services” means the services, including, without limitation: rental of workspaces, meetings and events venues; organisation of events and experiences; catering services; wellbeing sessions; and security services, offered by the Vendors through Workpin;
“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 service contracts for the Services concluded by and between the Clients and the Vendors through Workpin;
“Vendor Account” means an account registered by the Vendors on Workpin allowing Vendor’s access to the full functionality of Workpin;
“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 to the Vendors through Workpin for the Services under the Contract;
“Commission” means the fees payable by the Vendors to the Company;
“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 Vendor 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 Vendor with regard to the Vendor’s access and use of Workpin.

1.2.About Workpin. Workpin allows the Clients to book the Services offered by the Vendors. Workpin serves as a reference point that facilitates the communication between the Vendors and the Clients, including supporting the formation of the Contracts. The Company does not offer or provide the Services. The Company reserves the right to limit the use of Workpin in certain countries and territories.

1.3.The Company grants to the Vendor commercial, 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 the Company regularly monitors the information available on Workpin, the Company cannot guarantee the accuracy, reliability, currency, relevance, and completeness of the information available on Workpin, neither provided by the Company nor by the Users of Workpin.

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 provided by the Clients, the Vendors, and third parties. The Company is 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.

1.7. Privacy and other relevant terms. The below-listed documents also govern the Vendor’s access and use of Workpin; they should be read and interpreted together with these Terms:

Workpin Privacy Policy , which describes in detail how the Company handles User’s 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 Vendor Account and Vendors’ commitments

2.1. Registration of the Vendor Account. In order to use the full functionality of Workpin, the Vendor must register the Vendor Account (also known as the Venue Administrator Account). The Vendor Account may be requested by completing a form available on Workpin. The Vendor Account is not transferable and the Vendor is solely responsible for any activities occurring through the Vendor Account. By registering the Vendor Account on Workpin, the Vendor acknowledges, agrees, and warrants that:

i. When offering the Services through Workpin, the Vendor will comply with these Terms, the terms of the Contracts, and all applicable local, state, national and foreign laws, treaties, and regulations;

ii. The Vendor shall devote Vendor’s working time, attention, knowledge, and skills to Client’s interests while rendering the Services and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Client;

iii. The Vendor will provide only true, accurate, complete, and up-to-date personal data and other information;

iv. The Vendor is eligible for concluding legally binding contracts;

v. The Vendor shall use a single business name (multiple business names are not allowed under the same Vendor Account);

vi. The Vendor is authorised by an entity the Vendor represents (if any) to create the Vendor Account.

2.2. Security of the Vendor Account. The Vendor is solely responsible for maintaining the confidentiality of the Vendor Account, including keeping secure the login details and passwords. By using Workpin, the Vendor agrees to immediately notify the Company about allegedly unauthorised use of the Vendor Account or any related security breach. The Vendor must use secure Internet connection and protected networks while using Workpin. The Company will not be liable for any loss or damage resulting from Vendor’s failure to comply with these security obligations.

2.3. Deletion of the Vendor Account. At any time, the Vendor may delete the Vendor Account through the dashboard or by sending a request directly to the Company, in which case these Terms shall terminate.

2.4. Suspension and termination of the Vendor Account. The Company reserves the right to suspend or terminate any Vendor Account if, at its sole discretion, the Company has grounds to believe that Vendor’s use of Workpin seriously or repeatedly breaches these Terms. The Company may also suspend or terminate any Vendor Account upon a lawful request of a public authority.

2.5. Confidential information. Any information made available to the Vendors through Workpin is of confidential nature. The Vendors 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 carrying out their contractual obligations under the Contracts. To the extent the Vendor feels that the Vendor needs to disclose the Confidential Information, the Vendor may do so only after being authorised in writing by the disclosing party. If any of the confidential information has been endangered, the Vendor shall immediately notify the disclosing party of the same.

2.6. Authorisation. The Vendors are responsible for obtaining all necessary authorisations, business registrations, certificates, undergoing verifications, obtaining tax numbers, opening bank accounts for business purposes, and acquiring professional liability insurance policies enabling the provision of the Services. The Company is not responsible in any manner and bears no liability for Vendors’ activities carried out through Workpin without such authorisation.

2.7. Insurance. The Vendors are are required to (i) obtain appropriate insurance related to the Services, including the performance of Vendor’s contractors and sub-contractors, and (ii) make sure that the terms and conditions of the insurance policy do not contravene to these Terms.

2.8. Sub-contractors. The Vendor is entitled to appoint sub-contractors for providing the Services, provided that the Vendor shall remain solely responsible for the sales, delivery, and quality of the Services and operation of the Vendor Account.

2.9. Identity and location verification. The Company reserves the right but is not under obligation to verify the Vendor Account, including, without limitation, verifying the identity, location, payment methods, and email addresses, during the registration of the Vendor Account or from time to time thereafter. The verification may include requesting official documents (e.g., government issued ID) confirming Vendor’s identity, location, and authorisation to act on behalf of a business entity. The Vendor agrees to supply to the Company the requested information to keep the Vendor Account active. The Company reserves the right to temporarily suspend the Vendor Account during the verification process and terminate the Vendor Account if the verification fails.

2.10. Ranking. On Workpin, the Services are presented according to the ranking algorithms that take into account, without limitation, list pages, search pages, Service pages, number of sales, number of clicks, popularity of the Services, and recommendations. The Company reserves the right, at its own discretion, to manage the ranking algorithm.

3. FEES, COMMISSION AND PAYMENTS

3.1. The Fees. The Vendors are solely responsible for (i) defining the Fees applicable to the Services offered for sale by them and (ii) communicating the Fees to the Company through Workpin. The Fees are subject to the Commission as provided hereunder; the Fees featured on Workpin for the Clients include Vendors’ charges and the Commission.

3.2. The Vendors are entitled, but have no obligation, to provide discounts for the Fees. The discounts will be clearly indicated on Workpin, at the respective Vendor’s profile. The Fees paid by the Clients through Workpin constitute the entire amount payable for the booked Services and the Vendors must not charge the Clients any additional Fees for the said services, unless agreed otherwise by the Clients. No Fees can be accepted outside Workpin.

3.3. The Commission. Vendors’ use of Workpin is subject to the Commission. The Commission rates and payment terms related thereto are made available on Workpin or communicated to the Vendor. The Commission is deducted automatically from the Fees paid by the Clients. By concluding a contract with the Company on the basis of these Terms, the Vendor allows the Company to deduct the Commission from all Fees payable by the Clients in accordance with these Terms and the terms and conditions in force at the moment the Contract is concluded. The Commission rates remain valid for as long as they are indicated on Workpin or as communicated to the Vendor. The Commission rates are subject to a change with or without a prior notice. Any changes to the Commission rates will be made available on Workpin and, if necessary, the Company will request the Vendors to provide their consent to the amendments of the Commission rates.

3.4. Taxes. Unless indicated otherwise on Workpin, the Fees exclude all applicable taxes (e.g., VAT and sales taxes), levies, or duties imposed by taxing authorities. The Vendors are responsible for paying all applicable taxes, levies, and duties in relation to the provision of the Services and excluding local taxes based solely on Company’s income.

3.5. Transfer of funds. After successful completion of the Contract, the Company will transfer the funds generated by the Vendor (i.e., the Fees minus the Commission) to the bank account specified by the Vendor within 2 weeks from the completed Contract; the Company is not responsible for delays caused by the Payment Processors. The Vendors are responsible for paying any and all applicable transfer costs charged by the Payment Processor. The Vendor hereby acknowledges and agrees that:

i. Any payment made by the Client to the Vendor through Workpin shall be considered as payment by the Client directly to the Vendor;

ii. The Vendor will not charge the Client any additional fees for the Services, unless agreed otherwise between the Client and the Vendor;

iii. The Company accepts payments from the Clients as limited payment collection agents and the Company is not a payment service provider;

iv. Company’s obligation to transfer funds to the Vendor is subject to and conditional upon successful execution of the Contract, the receipt of the associated payments of the Fees from the Clients, and operation of the Payment Processor;

v. The Company is not responsible for transferring the funds to the Vendors that have not been successfully obtained from the Clients; and

vi. The Company is entitled to charge the Commission on any Fees paid under the Contracts.

3.6. Suspension of transfer of funds. The Company reserves the right, as deemed appropriate and in its sole discretion, to suspend the payouts of the funds to the Vendors if any of the following occurs:

i. The Company requires additional information or verification from the Vendor (e.g. tax information or proof of identity);

ii. The Company has a reason to believe the Fees or the Contract may be subject to dispute or chargeback;

iii. The Company suspects that the Vendor has engaged in fraud through Workpin or violated these Terms; or

iv. The Company deems it necessary in connection with investigation or upon request of a public authority.

1.7.Reimbursement. The Company reserves the right, to the extent permitted by the applicable law, to seek reimbursement from the Vendor or use other remedies available under the applicable law, if any of the following occurs:

v. The Company suspects that the Vendor engaged in fraud associated with payments, withdrawals, or the Contracts;

vi. The Company discovers that the Contract is erroneous or duplicated; or

vii. The Company receives a chargeback from Client’s payment method, provided that the Company has complied with its obligations under these Terms.

3.8. Payment processing. All payments related to Workpin, including the Fees, are processed by the Payment Processors. The Payment Processors are solely responsible for handling payments though Workpin. The Vendors agree not to hold the Company liable for payments that do not reach the Vendors because the Vendors have quoted incorrect payment information or the Payment Processors refused the payment for any other reason. The Payment Processors may collect personal data, which allows them to process the payments (e.g., name, PayPal credentials, credit card details, payment account information, or any other required personal data). The Payment Processors handle all steps in the payment process on their websites, including data collection and data processing. For the payment service agreements and policies, please refer to the website of the respective Payment Processor. The list of our Payment Processors may be modified by the Company at any time without notice.

3.9. Invoices. The invoices for the Fees paid, the Commission, and other fees charged by the Company are generated automatically and can be reviewed and downloaded through the Vendor Account. The Vendors are responsible for making sure that all information in respect to the Vendor Account is accurate and up-to-date so that the invoices could be generated correctly. The Company accepts no responsibility if the invoices are erroneous due to Vendor’s failure to comply with these Terms.

3.10. Transaction limits. To ensure the security of Workpin, the Company may impose transaction limits with regard to the value or number of transactions within a certain period of time. The Company will not be liable to the Vendor if a transaction is not approved when it exceeds the limit established by the Company.

3.11. Client’s right of withdrawal. If the Client uses Workpin as a consumer (i.e., a person acting wholly or mainly outside the scope of Client’s trade, business, or profession), if provided by the applicable law, the Client has the right to withdraw from the Contract within the period of 14 days after ordering the Services. The Vendor agrees to establish practices and procedures for honouring Clients’ requests for withdrawal that are compliant with the applicable laws.

4. Cancellation of bookings and penalties

4.1. If the Vendor cancels Client’s order after the confirmation of the order and no reasonable extenuating circumstances are provided by the Vendor to the Company, the amount equal to the Commission for the respective order will be debited from the Vendor Account or, if no sufficient funds are available in the Vendor Account, the Company will submit a request to charge Vendor’s payment method.

4.2. The Vendor must inform Workpin and the Clients about any cancelled Services without undue delay but no later than 5 working days before the beginning of the provision of the Services.

4.3. If the Vendor’s cancellation rate is 5% or more of all Contracts concluded through Workpin, the Company reserves the right to charge the Vendor a penalty, in its sole discretion, or take other corrective measures, including, but not limited to, (i) publishing information about the cancelled order on the Vendor Account, (ii) limiting or disabling Vendor’s access to Workpin for further orders for a limited period of time, or (iii) suspending or disabling Vendor’s use of Workpin. The Vendor will be notified about the potential penalties or corrective measures prior to cancelling confirmed bookings. When assessing the application of a penalty, the Company reserves the right but is no under any obligation to take into account the extenuating circumstances related to the Client’s order cancelled by the Vendor.

4.4. The Vendor shall not be liable for orders that are cancelled due to the circumstances outside 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, the Company does not intervene in the communication between the Contractors as well as negotiation, conclusion, and execution of the Contracts. Nevertheless, the Company reserves the right, at its sole discretion, to accept, refuse, place on hold or cancel the Contracts.

5.2. Company’s responsibilities with regard to the Contracts are limited to (i) facilitating the availability of Workpin and (ii) serving as the limited payment collection agent of each Vendor for the purpose of accepting payments from the Clients on behalf of the Vendor.

5.3. If the Contractors decide to enter into the Contract through Workpin, the 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 the Company is not a party to the Contract and the formation of the Contract does not create employment, Vendorship, 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. The Company is not a party to the Contracts and, therefore, the Company 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.

5.5. The Vendors are solely responsible for:

i. Ensuring that they are authorised to offer and render the Services through Workpin;

ii. Executing the Contracts;

iii. Paying all applicable taxes, levies, duties, and other fees associated with payments received under the Contracts;

iv. Cooperating with the Company in any audits by providing information and records about the Contracts, invoices, tax returns, and other financial reports issued under the Contracts;

v. Processing Clients’ personal data in accordance with the applicable data protection laws.

5.6. All communication between the Vendors and the Clients, including enquiries and negotiation of the Contracts, should be carried out through Workpin. The Vendors are not allowed to communicate with the Clients outside Workpin, including without limitation, exchanging contact details (e.g., phone numbers, email addresses, addresses, and social media accounts), 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, and credit card numbers), and any forms or links related thereto. The Company reserves the right, at its sole discretion, to suspend or terminate the Vendor Account upon violation of this section 5.6.

5.7. Any disputes that arise between the Contractors shall be resolved through Workpin by the means of negotiation with the Company participating as a mediator for the dispute resolution.

6. THE SERVICES

6.1. The Vendors shall use reasonable efforts to display the descriptions, availability, access instructions, and other specifications of the Services accurately. The descriptions of the Services must (i) be accurate, (ii) not contain links to any websites, (iii) not contain any watermarks, logos, or business names of the Vendor, and (iv) not infringe any rights of third parties. The Vendor further agrees to provide all warranties and use instructions with regard to the Services, as required by the applicable laws.

6.2. While using the Services, the Clients must be treated with the same perks as standard customers of the Vendor.

6.3. Security of the Spaces. If the Vendors are offering the Spaces through Workpin, the Vendors are responsible for (i) providing secure IT infrastructure in the Spaces that implements industry appropriate and up-to-date technical and organisational security measures and (ii) ensuring that the Spaces are physically safe, secure, and meet the applicable regulations and industry standards.

6.6. Refunds. If the Space does not meet the specifications under the Contract, the Client may request a refund through Workpin. The Company and the Vendor will be notified of the refund request submitted by the Client without undue delay. Upon receipt of the refund request, the Company shall investigate the matter and, if applicable, issue a refund to the Client in the form of a Service credit.

7. INTELLECTUAL PROPERTY

7.1. The Vendor may upload and submit the various types of Content through Workpin, such as photos, text, descriptions of Vendor’s business activities, availability schedules, messages, and reviews. Some of the Content may become available to other Users and the general public on the Internet. Therefore, the Vendor must (i) exercise Vendor’s due diligence when uploading the Content onto Workpin, (ii) not to make any sensitive information publicly available to other Users, and (iii) make sure that, by uploading the Content onto Workpin, the Vendor complies with these Terms.

7.2. By uploading the Content onto Workpin, the Vendor grants the Company 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 the Content for the purposes of operating and promoting Workpin and carrying out Company’s legitimate business interests.

7.3. The Vendor agrees not to submit any Content that violates these Terms or any applicable laws, including intellectual property rights of others, and agrees to pay all royalties, fees, and any other monies applicable to such Content.

7.4. The Vendor understands and agrees that, in order to ensure the security of Workpin, the Company may, but has no obligation to, monitor or review the Content. The Company reserves the right, at its sole discretion, to refuse to upload, modify, delete, or remove the Content, in whole or in part, that violates these Terms or may harm the reputation of Workpin. However, the Vendor remains solely responsible for the Content.

7.5. The Vendor is not allowed to make publicly available personal data of persons who have not provided the Vendor with their prior authorisation or consent to share that personal data.

7.6. The Content includes Vendor’s personal views and recommendations. The Content does not reflect Company’s views, recommendations, endorsement, or any commitments related thereto.

7.7. The Company’s IP is owned by the Company, its 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. The Vendor is not allowed, without obtaining prior written authorisation from the Company, to copy, distribute, make available, disassemble, make alterations, decompile, reverse engineer, translate, adapt, rent, loan, use, lease or attempt to grant other rights to the Company’s IP to third parties, or use any manual or automated means to scrap any content available on Workpin.

7.8. The Vendor may not use Company’s brand, the word or figurative trademarks associated with Workpin or third-party trademarks without prior consent of the respective trademark owner. The Vendor is not allowed to use Company’s brands and trademarks in any way that suggests that the Company sponsors, endorses, or associates with the Vendor without obtaining prior written consent from the Vendor.

7.9. Some of the intellectual property assets, such as the Content and third-party trademarks, featured on Workpin may be owned by the Vendors, Clients, and other parties. Such third-party intellectual property remains the sole property of the respective proprietors.

8. ACCEPTABLE USE POLICY

8.1. When using Workpin, the Vendor must follow the acceptable use policy outlined in this Section 8. The Company works closely with law enforcement and reports any inappropriate content that may infringe applicable laws.

8.2. The Vendor is not permitted to use Workpin in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):

i. Any unlawful activity, including violation of any laws, statutes, ordinances, or regulations;

ii. Fraud;

iii. Provision of false, inaccurate, or misleading information;

iv. Harassment or interference (e.g., driving away Vendor’s business or click fraud);

v. Dissemination of information that may result in injuries and physical harm;

vi. Discrimination against people based on their race, colour, ethnicity, religion, origin, gender, and other personal attributes;

vii. 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;

viii. Spreading of hate speech;

ix. Spreading of malware (e.g., viruses, worms, Trojan horses), spam, and other illegal messaging;

x. Spreading ethnically, racially, or otherwise objectionable information;

xi. Spreading sexually explicit, libellous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene behaviour and terrorism-related content;

xii. Advertising or encouraging the use of tobacco, alcohol, and any illegal substances;

xiii. Copying, distributing, renting, reselling, modifying, compromising, damaging, disabling, impairing, and overburdening Workpin;

xiv. Interfering with or abusing other users of Workpin;

xv. Using bots, scripts, and other automated methods to scrape information from Workpin; and

xvi. Collecting and disclosing any information about the Users.

8.3. The Vendor is solely responsible for the interactions with other Users. The Vendor acknowledges and agrees that the Company does not conduct any checks of the qualifications, certification, skills, the validity and scope of the obtained insurance policies, and background of the Users. The Company makes no representations or warranties as to the conduct of the Users.

9. AVAILABILITY

9.1.The Company puts reasonable efforts to ensure that Workpin is always accessible. However, the availability of Workpin may be affected by factors, which the Company cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events. The Company takes no responsibility for the unavailability of Workpin caused by such factors.

10. DISCLAIMER OF WARRANTIES

10.1. The Company provides Workpin on “as available”, “as is”, and “with all faults” basis. To the extent permitted by the applicable law, the Company does 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 the Company or by third parties, and hereby disclaims all warranties regarding Workpin and its operation.

10.2. It is Vendor’s 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.

10.3. By using Workpin, the Vendor acknowledges and agrees that the Company may use third-party Vendors to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party Vendors may be outside of Company’s reasonable control. To the maximum extent permitted by law, the Company excludes any liability for any loss or damage resulting from the acts and omissions of such third-party Vendors.

11. LIMITATION OF LIABILITY

11.1. Unless otherwise excluded or limited by the applicable law, the Company 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 Vendor’s use of Workpin, any content made available through Workpin, whether provided by the Company, the Vendors, the Clients, or by third parties, or any transactions concluded through Workpin. The Vendor agrees not to hold the Company liable in respect of any losses arising out of any event or events beyond Company’s reasonable control.

11.2. The Company will not be liable to the Vendor for any direct, indirect or consequential losses, which may be incurred 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.

11.3. The Company will not be liable to the Vendor for any loss or damage, which may be incurred by the Vendor as a result of:

i. Any reliance placed by the Vendor 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;

ii. Any changes which the Company may make to Workpin, or for any permanent or temporary cessation in the provision of Workpin or any features thereof;

iii. The deletion of, corruption of, or failure to store the Content and other communications data maintained or transmitted by or through Workpin;

iv. Vendor’s failure to provide the Company with accurate information;

v. Vendor’s communication and business or personal relationships with other Users; and

vi. Vendor’s failure to keep the login details to the Vendor Account secure and confidential.

11.4. This Section 11 shall apply whether or not the Company has been advised of or should have been aware of the possibility of any such losses arising.

12. INDEMNIFICATION

12.1. The Vendor agrees to indemnify, defend and hold the Company, its subsidiaries, affiliates, Vendors, officers, directors, agents, contractors, licensors, service providers, subcontractors, Vendors, interns and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of Vendor's breach of these Terms, Vendor’s use of Workpin, or Vendor’s violation of any law or the rights of a third party.

13. SEVERABILITY

13.1 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.

14. GOVERNING LAW AND DISPUTES

14.1 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.

14.2 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.

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

15. NON-CIRCUMVENTION

15.1. Making payments through Workpin. The Vendor hereby acknowledges and agrees that (i) all payments for the Contracts must be accepted through Workpin only, (ii) Workpin must be used as Vendor’s exclusive method to request and receive payments, and (iii) Vendor’s violation of this section 15.1 is a material breach of these Terms and, therefore, the Vendor 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, the Vendor is not allowed to:

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

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

iii. Refer the Clients to third parties for making payments.

15.2. Not sharing contact details. The Vendors must use Workpin as a sole manner of communicating before entering the Contract. A violation of this section 15.2 is a material breach of these Terms and, therefore, the Vendor Account may be permanently suspended.

15.3. Damages. If a Vendor or Client 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.

16. MISCELLANEOUS

16.1. Term and termination. The Terms enter into force on the date the Vendor accepts the Terms and remain in force until updated or terminated by the Company or until the Vendor stops using Workpin. The Company is entitled to terminate the Terms at any time, at its sole discretion, and with a prior notice to the Vendor.

16.2. Amendments. The Company reserves 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 Company’s business practices. The Company will send the Vendor a notification about any material amendments to the Terms that may be of importance to the Vendor. The Vendor is responsible for regularly reviewing these Terms. Vendor’s continued use of Workpin after any changes shall constitute Vendor’s consent to such changes. The Company also reserves the right to modify the services provided through Workpin at any time, at its sole discretion.

16.3. Breach of the Terms. If the Company has a reason to believe, at its sole discretion, that the Vendor violates these Terms and it is appropriate, necessary or desirable to do so, the Company may:

i. Send the Vendor a formal warning;

ii. Temporary suspend the Vendor Account;

iii. Delete the Vendor Account;

iv. Temporarily or permanently prohibit Vendor’s use of Workpin;

v. Report the Vendor to the relevant public authorities; or

vi. Commence a legal action against the Vendor.

16.4. Transfer of rights. The Vendor is not allowed to assign Vendor’s rights under these Terms. The Company is entitled to transfer its rights and obligations under these Terms entirely or partially to a third party by giving a prior notice to the Vendor. If the Vendor does not agree to the transfer, the only remedy is to terminate these Terms with immediate effect by deleting the Vendor 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. Company’s failure to enforce any part of the Terms is not a waiver of its 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 the Vendor and the Company regarding Vendor’s relationship with the Company and supersede any other agreements.