THIS PAGE SETS OUT THE TERMS AND CONDITIONS(“TERMS”) ON WHICH MILESTONE AND PARTNERS LIMITED, TRADING AS ‘HireHub App’, WITH COMPANY REGISTRATION NO. 07485397 AND HAVING ITS REGISTERED OFFICE AT 145-157 ST JOHN STREET, LONDON EC1V 4PW (“HireHub App”, “WE”, “US” OR “OUR”) PROVIDES SERVICES TO THE BUSINESS THAT YOU ACT FOR AND ON BEHALF OF AND WHOSE DETAILS YOU HAVE ENTERED ON THE REGISTRATION FORM(THE “TRADER”).
BY TICKING THE ACCEPTANCE BOX ON THE REGISTRATION FORM, THE TRADER HEREBY AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE TRADER AGREES THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY THE TRADER. IF THE TRADER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF YOU ARE NOT AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF THE TRADER, DO NOT TICK THE ACCEPTANCE BOX.
IT IS AGREED as follows:
In this Agreement the following words and expressions shall have the meanings set out below:
“Account” means the Trader’s online account, which the Trader accesses using the Login Details;
“Agreement” means these terms and conditions, including the Registration Form;
“Commission” means the payment of commission from the Trader to HireHub App, at a rate of 15% of the full price paid by the Customer for the Trader’s goods and/or services, or such other rate of commission as agreed between HireHub App and the Trader;
“Customer(s)” shall mean the individual(s) and/or organisation(s) to whom the Trader provides, offers to provide and/or receives a request to provide goods and/or services via the Website;
“Effective Date” means the date upon which the Trader submits the Registration Form TO HireHub App;
“Force Majeure” means acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power, raw materials or labour, strike, lock-out or injunction compliance with governmental laws, regulations or orders, sickness or indisposition of HireHub App employees, or any other cause whether or not of the class or kind enumerated which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected;
“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Login Details” means theuser name and password chosen by the Trader which the Trader may use to access their Account;
“Matched Quote Request(s)” means Quote Request(s) which HireHub App has received and matched as Quote Request(s) of potential interest to the Trader, which the Trader shall only be entitled to receive if it is a subscriber of the Tier 2 Services only.
“Personal Data” means all information relating to and/or identifying individuals as defined by the Data Protection Act 1998, which is processed using the Services;
“Quote” means a quote for the provision of goods and/or services by the Trader, issued via the Trader’s Account in response to a Quote Request;
“Quote Request” means a request for a Quote and submitted by a Customer that is made available to the Trader via the Trader’s Account;
“Registration Form” means the form completed by the Trader during the online sign up process prior to acceptance of this Agreement;
“Services” means the Tier 1 Services and the Tier 2 Services, and such additional service levels as HireHub App may make available to You from time to time;
“Tier 1 Services” means the provision (by HireHub App to the Trader) of access to an Account and the basic features and functionality as may be made available from time to time via the Account, which expressly excludes the right to respond to Quote Request(s) and/or submit Quote(s);
“Tier 2 Services” means the provision of additionalfeatures and functionality as may be made available from time to time via the Account in consideration for payment of the Charges, including the ability for Traders to receive Quote Request(s) and issue Quote(s);
“Trader Data” means any and all data and information of the Trader, whether provided to HireHub App for input or inputted by the Trader, which is processed using the Services, including without limitation the contents of Quote(s) and its communications with Customer(s);
“Trader Material” means any and all material which is provided by the Trader to HireHub App for use in the performance of the Services, including without limitation the Trader Trademarks;
“Trader Trademarks” means any and all trademarks, service marks, trade names, logos or other words or symbols provided by Trader to HireHub App in the Registration Form, via their Account or otherwise;
“Website” means www.HireHubApp.com
The headings are included for convenience only and shall not affect the interpretation or construction of this Agreement.
The Website is owned and operated by Milestone and Partners Limited and all information supplied through the Website is managed by Milestone and Partners Limited.
Milestone and Partners Limited can be contacted by writing to hello@HireHubApp.com or by using the contact details made available to You on the Website.
The Website is an online marketplace which connects those seeking services with prospective suppliers. The Website allows Traders to use their Account to view Quote Requests, issue Quotes for services and interact with prospective Customers. It also allows Website users to compare and accept such Quotes, and to use the Website’s secure payment system and complaints handling services.
By using the Website and/or the Services, You hereby acknowledge and agree that HireHub App acts merely as an introduction facility for Traders and prospective Customers. In no circumstances shall HireHub App take nor assume any role or liability in relation to the provision of goods and/or services by the Trader to Customer(s), including without limitation the delivery, quality, suitability or safety of the goods and/or services, nor the conduct of any Trader or Customer.
In order to access the Services, the Trader shall be required to register with HireHub App using the Registration Form made available through the Website. By completing the Registration Form, the Trader consents to HireHub App conducting verification and security procedures in respect of the information provided in the Registration Form.
The Trader hereby warrants that the information provided to HireHub App is true, accurate and correct. Trader further warrants that it shall promptly notify HireHub App in the event of any changes to such information provided.
Following completion and submission of a Registration Form, You shall be sent a verification email (“Verification Email”) to the email address You provided in the Registration Form, containing details of how to activate Your Account.
Your Account will not be accessible until You have activated it in accordance with the instructions in the Verification Email, including without limitation choosing a username and password (“Login Details”).
Once the Trader has activated their Account in accordance with clause 4.4, the Trader may use their Login Details to access the Tier 1 Services via their Account.
The Trader hereby acknowledges and agrees that HireHub App has the right to accept or reject any Account applications and to refuse access to the Website at its sole discretion.
HireHub App hereby undertakes to provide, or procure the provision of, the Services to the Trader and the Trader agrees to use the Services, in accordance with the terms and conditions of this Agreement.
The Services shall be performed with reasonable skill and care in a manner consistent with generally accepted standards for identical or similar Services.
The Trader shall use the Services only in accordance with the terms of this Agreement and shall be responsible for all use of the Services and the Website through the Trader’s Login Details.
HireHub App reserves the right, at its sole discretion, to make changes to any part of the Website, the Account and/or the Services, including but not limited to the content, presentation and performance of the Services and modify or vary any elements, features or functionality of the Website and/or the Account.
HireHub App shall use reasonable endeavours to ensure that access to the Website and the Account is available at all times, however the Trader acknowledges and agrees that the Website and/or Account may not be accessible to the Trader, the Customers or other Website users from time to time. Wherever possible all scheduled service interruptions shall take place outside of office hours and prior written notice of such scheduled service interruptions shall be given to the Trader.
If the Trader has an active, paid-up subscription for the Tier 2 Services, the Trader shall have the right to use their Account to view Matched Quote Request(s), issue Quote(s) in response to Matched Quote Request(s) and provide goods and/or services to Customer(s) pursuant to those Quote(s). The provisions of this clause 6 shall apply to such activities
If the Trader has subscribed for only the Tier 1 Services, the Trader shall not be entitled to receive Matched Quote Request(s) but shall be permitted to issue Quote(s) in response to Quote Requests sent directly to the Trader by the Customer(s).
The Trader represents, warrants and undertakes to:
The Trader hereby acknowledges and agrees that, in the event that it has any questions or concerns relating to its obligations under clause 6.2(e) of this Agreement, it should seek independent legal advice.
In the event that the Trader is in breach of this clause 6, HireHub App, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of the Services without notice and shall have no liability to the Trader for the consequences, direct or otherwise of such suspension of all or part of the Services.
The Trader may access and use the Tier 1 Services free of charge.
In consideration for the provision of the Tier 2 Services and any additional service levels HireHub App may offer from time to time, the Trader shall pay the charges as advertised on the Website (“Charges”) using the payment facility made available in their Account.
The Charges shall be payable monthly in advance and, prior to the end of the month for which the Trader has paid in advance, the Trader shall be required to make a further payment in order to continue to access and use those Services for which it has paid in advance. In the event that such advance payment is not received on or before expiry of that month, HireHub App may suspend or disable the Trader’s access to the Tier 2 Services and such other paid services until such payment has been made in full. All Charges are non-refundable.
All payments made or to be made under this Agreement shall be made in full, without any deduction, withholding, set-off or counterclaim on account of any taxes or otherwise.
In the event of a bona fide dispute regarding any payment, the Trader shall immediately notify HireHub App in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. HireHub App reserves the right to suspend performance of the Services until the dispute has been resolved.
All Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which if applicable will be added and shall be payable by the Trader in accordance with the law applicable from time to time.
Charges in respect of the Services may be increased by HireHub App from time to time upon not less than 90 days prior notice to the Trader, save that no increase may be made for any period in respect of which the Trader has made an advance payment. If the Trader does not agree to the increase in the Charges, it shall be entitled to terminate this Agreement by giving not less than fourteen (14) days written notice, provided such notice is received by HireHub App prior to the increase taking effect.
This Agreement shall come into force on the Effective Date and shall remain in force unless or until terminated by either party in accordance with the terms and conditions set out elsewhere in this Agreement or at any time by:
Either party (the “Terminating Party”) may terminate this Agreement or part thereof with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of a material breach by the Defaulting Party of any of its obligations in this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so.
The Terminating Party may terminate this Agreement with immediate effect by notice to the Defaulting Party on or at any time after the occurrence of any of the events specified below:
On termination of this Agreement (or any part thereof) for any reason:
On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including but not limited to clauses 6, 7 (to the extent of any unpaid obligations), 8.4, 8.5, 9, 10, 12, 13, 15, 16 and 17, and all other provisions necessary for their interpretation.
HireHub App has sole and exclusive ownership (or licence to use) of all right, title, and interest in and to the Website and the Services including all copyright and any other Intellectual Property Rights therein. Nothing in this Agreement will serve to transfer from HireHub App to the Trader any of the Website or the Services, and all right, title and interest in and to the Website and the Services will remain exclusively with HireHub App and/or HireHub App’s licensors. All rights in and to the Website and the Services not expressly granted to the Trader are reserved by HireHub App and the relevant third party licensors.
Except for the rights expressly granted in this Agreement, nothing in this Agreement will serve to transfer from the Trader to HireHub App any of the Trader Material, and all right, title and interest in and to the Trader Material will remain exclusively with the Trader.
The Trader grants to HireHub App a non-exclusive, worldwide, non-assignable, royalty-free licence to use the Trader Material for the sole purpose of performing its obligations under this Agreement, including without limitation listing the Trader’s information on the Website and creating the Trader’s Account. Trader hereby indemnifies HireHub App against all losses, liabilities, costs and expenses (including legal expenses) arising from or incurred by reason of any infringement of any Intellectual Property Rights by virtue of HireHub App’s use or possession of the Trader Material.
Nothing in this Agreement shall prevent HireHub App from using any know-how, methods, techniques or procedures owned or developed by HireHub App in the course of providing the Services for any purpose.
All third party Intellectual Property Rights required by the Trader to enable them to Use the Website and the Services shall be procured by the Trader. HireHub App shall not be liable for any loss, expenses, costs or damages resulting from the delay or failure of the Trader to procure such third party Intellectual Property Rights.
To the extent permitted by law, all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied, are excluded.
Subject to clause 10.5, HireHub App will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
Subject to clause 10.5, the maximum aggregate liability of HireHub App (including its respective agents and sub-contractors) under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed in aggregate the Charges paid by the Trader to HireHub App in the twelve (12) months prior to the month in which the event or series of events giving rise to the claim first arose.
Subject to clause 10.5, in no event shall HireHub App be liable for:
whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations hereunder, howsoever caused even if it is advised of the possibility of such loss.
For the avoidance of doubt, nothing in this Agreement shall be deemed to exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraud or fraudulent misrepresentation.
Both parties accept that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.
This clause 10 shall survive the termination of this Agreement for whatever cause.
If either party is prevented or delayed from or in performing any of its obligations under this Agreement by Force Majeure, then:
If any Force Majeure prevails for a continuous period in excess of 2 months, either party shall be entitled to terminate this Agreement in its entirety (if all Services are affected by Force Majeure) or in part (insofar as it relates to the Services affected by Force Majeure) by giving not less than 10 working days’ notice in writing to the other party.
Each party (the “Receiving Party”) shall use its reasonable endeavours to keep confidential the provisions of this Agreement and all information and documentation disclosed by the other party (the “Disclosing Party”), before or after the date of this Agreement, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the “Confidential Information”) and will not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
During the term of this Agreement, the Receiving Party may disclose the confidential information to its employees and sub-contractors (any such person being referred to in this Clause as the “Recipient”) to the extent that it is reasonably necessary for the purposes of this Agreement. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.
The obligations contained in Clauses 12.1 and 12.2 shall not apply to any Confidential Information which is:
All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party’s request or the termination of this Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.
Trader agrees that HireHub App may in any of its marketing material refer to the Trader as a Trader of HireHub App and refer to the type of services that HireHub App has provided to the Trader. The Trader hereby grants HireHub App a non-exclusive right to use the Trader Trademarks to identify the Trader in any of its marketing material.
The Trader shall perform its obligations as set out herein, including without limitation to provide HireHub App promptly with all necessary co-operation, information and data and timely decision making which may be reasonably required by HireHub App for the performance of the Services.
The Trader hereby warrants and represents that it shall at all times use the Account and the Services and provide the goods and/or services to the Customer(s) in accordance with all applicable law and legislation.
The Trader hereby acknowledges and agrees that it is solely responsible for procuring and paying for access to the internet to enable it to use the Services.
The Trader hereby grants HireHub App a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store, display, reproduce and make available to third parties the Trader Data (including all Intellectual Property Rights therein) for the purposes of fulfilling its obligations under this Agreement.
The Trader hereby represents, undertakes and warrants that:
Trader shall use its best endeavours to ensure that all information contained in the Trader Material and the Trader Data shall be true, accurate and complete. For the avoidance of doubt, Trader hereby acknowledges and agrees that:
In the event that the Trader is in breach of this clause 14, HireHub App, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of the Services without notice and shall have no liability to the Trader for the consequences, direct or otherwise of such suspension of the Services.
HireHub App shall not be liable for any delay or failure to perform its obligations hereunder which arise as a result of a failure by the Trader to comply with this clause 14. The Trader hereby fully indemnifies and undertakes to keep HireHub App (and its employees, directors and agents) fully indemnified forthwith on demand against any actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss howsoever arising (including reasonable legal costs and expenses) and suffered or incurred by HireHub App arising directly or indirectly out of any breach or alleged breach of any of the Trader’s obligations under this Agreement.
HireHub App permits Website users submit to appear on the Website information, comments, images, third party URL links and other materials, including without limitation in the form of comments, reviews and communications with Traders (“User Submissions”). We do not verify and do not have any control in respect of any User Submission or other information made available to You through Your use of the Website. Consequently, We do not warrant or guarantee the accuracy, correctness, reliability, suitability or at all in respect of any User Submission or any other information made available to You through Your use of the Website. We advise You not to rely on it to assist in making or refraining from making a decision, or to assist in deciding on a course or specific cause of action. If You so intend to use and/or rely upon any User Submission or any other information made available to You through Your use of the Website, You do so at Your own risk and liability.
We do not participate in any way in nor will We be liable in any way for any communication, transaction, meet-ups, set-ups or any relationship between You and other Website users, including without limitation Customer(s) and any other businesses advertised on the Website from time to time. We recommend that You take all safety precautions when contacting, socialising, and engaging in any business transactions or business or social gatherings and meetings with other Website users.
Links to third party websites and companies may appear on the Website, including without limitation the payment facility Customer(s) must use to pay for Your goods and/or services. We accept no responsibility for the availability, suitability, reliability or content of such third party websites and do not necessarily endorse the views expressed within them.
We make no warranties and assume no responsibility for verifying the credentials, standards or reputation of the Customers or other Website users. You acknowledge and agree that it is the entire responsibility of You to carry out whatever enquiries You deem necessary to verify that any information provided and/or communicated to You by Customers or other Website users (whether provided through the Website or otherwise) is true, accurate, complete and up-to-date. You hereby acknowledge and agree that HireHub App shall not be liable in any way for the conduct of Customers or Website users.
In the event that You and a Customer are unable to resolve any issues or disputes between you in relation to the goods and/or services You provide or have provided, please notify Us so can keep a record of such issues. You acknowledge and agree that in such circumstances:
In relation to Personal Data processed by the Trader through its use of the Services, the Trader undertakes to at all times act in accordance with the provisions of the Data Protection Act 1998. For the avoidance of doubt, if the Trader provides any Personal Data to HireHub App, through an Account or otherwise, it shall be the Trader’s responsibility to ensure that it has obtained any required consents from data subjects in order for HireHub App to perform its obligations under this Agreement.
The Trader confirms that it is solely responsible for ensuring that any data collection, processing and security obligations in relation to any data it collects under this Agreement comply with applicable data protection law and anti-money laundering regulations. HireHub App will only process Personal Data for the purposes of providing the Trader with the Services. Both parties undertake that they each have in place and will maintain for the duration of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, or disclosure of Personal Data and adequate security programmes and procedures to ensure that unauthorised persons do not have access to any equipment used to process Personal Data.
The Trader hereby indemnifies HireHub App in full and on demand against all losses, liabilities, damages, costs, claims and expenses (including but not limited to legal costs) arising from or incurred by HireHub App as a result of any failure of the Trader to comply with this clause 17.
This Agreement hereto constitutes the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
HireHub App may employ any person, company or firm as its agent or sub-contractor to perform all or any of its obligations or duties under this Agreement, provided always that such employment shall not relieve HireHub App from any of its obligations hereunder.
Each of the parties acknowledges that in entering into this Agreement on the terms set out herein it has not relied on or been induced to enter into this Agreement by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement other than those expressly set out in this Agreement.
If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.
No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties.
No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership, joint venture or agency relationship between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.
The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
The Trader may not assign any of its rights under this Agreement without the prior written consent of HireHub App.
This Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.
All notices, documents and other communications relating to this Agreement must be in writing and sent by email to the notified email address of a party, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery upon the expiration of 12 hours after dispatch of the e-mail.