Условия и положения
Last updated: 22/07/20
Please read carefully these Terms and Conditions (“Terms”) before using any services (“Services”) provided by Ontoolz Ltd., a company incorporated under laws of England and Wales (“Company”, “Ontoolz”), including but not limited to the Ontoolz mobile app (“App”).
These Terms apply to individuals and legal entities using the Services to find and engage with construction industry professionals (“Employers”), and construction industry professionals using the Services to offer their services to end-consumers (“Tradesmen”).
If you do not agree with these Terms, you may not access or use the Services. All information and Services are provided on a strictly “as-is” basis without any warranty whatsoever.
Ontoolz is not a construction industry professional or service provider, nor it is a client ordering construction services.
All materials and information provided are for informational purposes only. No information should be construed as advertising or an inducement to order/provide Construction Services from/to a specific individual, or any kind of professional advice.
Please read Employer Terms if you are an Employer, and Tradesmen Terms if you are a Tradesman. Please also read General Terms regardless of whether you are an Employer or a Tradesman.
General Terms
1. General Provisions
1.1. These Terms constitute a legally binding agreement between you and the Company.
1.2. These Terms apply to all Services, Content, and information provided by the Company on the App.
1.3. By accessing or using the Services, you agree to be bound by these Terms in compliance with the law of England and Wales, that apply to any relations between you and the Company (“Applicable Law”).
1.4. In order to use the App, you need to be 18 or older. You also need to have the full legal capacity and the power to enter a binding contract and are not banned from doing so under any applicable law. If you are representing a legal person, you have to be duly authorized to carry out such representation.
2. Changes to the Terms
2.1. The Company may change, remove, or add the context of the Terms and reserves the right to do so in its sole discretion. All new and/or revised provisions of the Terms take effect immediately and apply to your use of the Services from that date on.
2.2. The Company will notify you about significant changes in these Terms. This can be done by posting a notification on the App, sending you a pop-up message or an e-mail (if appropriate).
2.3. You can review the most current version of the Terms using the Terms and Conditions button in the User Profile (for Employers and Tradesmen with a created User Profile).
If you continue to use the Services after the Company makes changes to the Terms, you are signifying your acceptance of the new and/or revised Terms.
2.4. If you do not agree with new and/or revised provisions of the Terms, you cannot use the Services.
3. Services
3.1. Ontoolz provides information services, matching Employers and Tradesmen, where Tradesmen directly provide services to Employers and Employers pay Tradesmen for such providing professional services in the construction industry (“Construction Services”).
3.2. Ontoolz is not a party, agent, and/or a guarantee to any contract between Employers and Tradesmen. Any relations arising from ordering, accepting, providing, and paying for Construction Services are between Employers and Tradesmen only.
4. Confidentiality & Privacy Notice
4.1. Personal information that you provide to the Company and any information about your use of the Services that the Company obtains will be subject to the Privacy Notice.
4.2. The Privacy Notice available in the User Profile (for Employers and Tradesmen with a created User Profile) constitutes an integral part of these Terms. You can review the most current version of the Privacy Notice in your User Profile.
4.3. Communication between the Employers and Tradesmen in the App’s chat (“Private Chat”) is protected. No person that is not a subject of a conversation in the Private Chat, including the Company can assess a conversation in the Private Chat.
5. Rules of Conduct
5.1. While using the Services, you agree to:
- not violate or assist any third party in violating these Terms and/or any applicable law, which may include but is not limited to international laws, national laws, statutes, regulations, etc.;
- not provide false, inaccurate, incomplete and misleading information to the Company;
- not violate intellectual property rights (trademark, copyright, patent, and other intellectual property rights) or any other rights or interests of any party
- not use the Services in any way that can damage, disable or overburden the App, which may include but is not limited to uploading or in any other way, while using the Services, sending viruses, Trojan horses, spyware, adware or any other malicious code; performing DDoS attacks, interfering with or disrupting any network, equipment, or server connected to or used to provide Services on the App;
- not harass, harm or abuse our personnel, representatives or agents of the Company, as well as other Employers and Tradesmen;
- not attempt to gain unauthorized access to the App, others’ personal profiles (“User Profile”), computer systems or networks connected to the App or to extract data from the App;
- not share your User Profile and/or password with third parties or use any others’ User Profile and/or password;
- not impersonate or misrepresent your affiliation with another Employer or Tradesman, person or entity, nor make other fraudulent, false, deceptive, or misleading representations;
- not violate any laws that apply in your jurisdiction concerning the use of our Services; and
- not violate these Terms and applicable law in any other way.
5.2. Employer Terms and Tradesmen Terms contain additional provisions of Employers’ and Tradesmen’s conduct respectively.
6. Content
6.1. The Company may produce and display content on the App, which includes but is not limited to information, texts, images, video and audio files, maps (“Content”).
6.2. The Content does not constitute any form of professional advice or advertisement unless specifically mentioned otherwise. The Company shall not hold liability for any actions that arise from its Content.
6.3. Employers and Tradesmen may upload information, texts, and images to the App. Employers and Tradesmen uploading such information, texts, and images are solely responsible for the validity of information and have to guarantee that such information, texts, and images do not violate any rights of third parties. The Company shall not hold liability for any actions that arise from information, texts, and images uploaded by Employers and Tradesmen.
7. Intellectual Property
7.1. All components and Content (unless stated otherwise) of the App and the App as a whole, content on its social media User Profiles (Facebook, Twitter, YouTube, LinkedIn), belong to the Company and are protected by the intellectual property rights legislation. All rights reserved.
7.2. The App, Content, and all other materials available on the App are protected with, including, but not limited to copyright, trademarks, trade secrets.
7.3. You must not reproduce, reprint, publish, modify, distribute, display, transmit, license, transfer, or otherwise exploit content or technology from the App without Company’s express prior written consent.
7.4. Violation of any of the intellectual property rights of the Company is strictly prohibited.
7.5. You cannot upload any object of intellectual property rights to the App (photos, text files) if it violates the intellectual property rights of any party.
8. Liability
8.1. For non-performance or improper performance of their obligations under these Terms, the Company and you shall be liable in accordance with these Terms and the Applicable Law, unless otherwise provided hereby.
8.2. You shall not violate or attempt to violate the provisions of these Terms. In case of violation or an attempt of violation of the Terms, your access to the Services may be terminated.
8.3. The Company reserves the right to report violations committed by you during the use of the App and the Services to the authorized government bodies.
9. Disclaimers and Limitations of Liability
9.1. The App and the Content is provided without any guarantees, conditions, or warranties as to its accuracy, quality, and fit for a particular purpose or need.
9.2. The Company does not guarantee that App and the Services are error-free, reliable, or will operate without interruption. The App and the Services are provided to you on the „AS-IS‟ basis.
9.3. If you are not satisfied with the conditions and/or quality of the App or the Services, you must stop using the App and the Services. Your use of the App and the Services shall mean that you have no claims regarding conditions and/or quality of the App and Services against the Company.
9.4. In no event shall the Company, its officers, directors, employees, agents, and all third-party service providers, be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any that may result from:(i) the accuracy, completeness of Services, or Content;(ii) the accuracy, completeness, or content of any sites linked (through hyperlinks, banner advertising or otherwise);(iii) the quality of Construction Services and remuneration for Construction Services;(iv) personal injury or property damage of any nature whatsoever;(v) third-party conduct of any nature whatsoever;(vi) any unauthorized access to or use of Company’s servers and/or any and all Content, personal information, payment information or other information and data stored if such unauthorized access did not directly occur due to the Company’s actions or inactions;(vii) any interruption or cessation of the provision of the Services to or from the App;(viii) any viruses, worms, bugs, trojan horses, or the like, which may be transmitted to or from the App or any third-party websites/apps;(ix) any loss or damage of any kind incurred as a result of your use of the Services, whether or not the Company advised of the possibility of such damages;(x) losing access to your User Profile;(xi) any errors or malfunctions caused by or otherwise related to third-party payments service providers;(xii) other risks associated with the use of online platforms, providing matching services.
10. Indemnification
10.1. To the extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless the Company from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys‟ fees) arising from:(i) your use of and access to the Services;(ii) any Content you post, upload, use, distribute, store, or otherwise transmit through the App;(iii) your violation of these Terms; or(iv) your violation of any law, rule, or regulation, or the rights of any third party.
11. Force Majeure
11.1. In case of any circumstances of insuperable force (i.e. events of extraordinary or insuperable nature) that have occurred and remain in effect beyond the Company’s and yours (“Party”) control and that a Party could neither foresee nor prevent for objective reasons, if these circumstances prevent a Party from proper fulfilment of its obligations hereunder, the term for fulfilment of such obligations hereunder shall be extended for the period of the effect of such circumstances of insuperable force.
11.2. The circumstances of insuperable force shall include wars and other military operations, earthquakes, floods, and other natural disasters, adoption of laws and regulations by state and local authorities, failure of power supply or communication system or other similar circumstances that prevent the Parties from the proper fulfilment of their obligations hereunder.
12. Dispute Resolution
12.1. You and Ontoolz shall endeavour to resolve through negotiations all disagreements that may arise between you and the Company during the validity term hereof. Employers and the Tradesmen shall endeavour to resolve all disagreements through negotiations.
12.2. For the purposes of resolving disputes between you and the Company e-mail correspondence with the authorized persons of the Company at _ shall be effective and binding means of communication. For the purposes of resolving disputes between Employers and Tradesmen, Private Chat shall be effective and binding means of communication.
12.3. If the you fail to reach an agreement with the Company or with an Employer/Tradesman on the dispute within 30 (thirty) calendar days from the start of negotiations, the dispute shall be submitted to the competent court under the Applicable Law.
13. Third-Party Services
13.1. The Company may use services offered by third parties to provide Services to you.
The Company has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites/apps or services. The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites/apps or services. For more information, please read these companies’ public policies.
13.2. The Company uses services provided by Stripe for the purposes of enabling the option to pay for Construction Services on the App. You are strongly advised to read Stripe’s public policies, which are available at their website at https://stripe.com.
14. Final Provisions
14.1. These Terms shall remain in force until terminated by the Company. The Company may terminate these Terms at any time at its own discretion without explaining the reasons for this decision.
14.2. If any questions have not been regulated by these Terms, they shall be regulated under the Applicable Law.
14.3. These Terms and Conditions, Privacy Policies any other notices and disclaimers on the App constitute the entire agreement between you and the Company regarding your use of the Services.
14.4. Should you have any comments, questions or complaints, please contact the Company at _.
General Terms
15. Creating a User Profile & User Profile Security
15.1. You may browse Tradesmen’ profiles without creating a User Profile (please see Section 16 of the Terms). However, to post Job Posts, order Construction Services from Tradesmen, and access other Services, you have to create a User Profile on the App.
15.2. Information collected when creating a User Profile on the App is subject to our Privacy Notice.
15.3. By creating a User Profile, you guarantee that:
- you will only provide accurate and up-to-date information to the Company;
- you will not share your User Profile and/or password with any third parties and/or do anything else that might jeopardize the security of your User Profile and be fully responsible for the access to your User Profile;
- you will not create more than one User Profile;
- in case of its change, you will update your User Profile information.
15.4. You are solely liable for the validity of the information provided to the Company. The Company will not be liable for any damages whatsoever resulting from the receipt of a particular scope of Construction Services based on the information you have provided in your User Profile and to the Tradesmen.
15.5. You must not create a User Profile on behalf of another individual or entity unless you are legally authorized to do so.
15.6. You must notify the Company immediately upon becoming aware of any breach of security or unauthorized use of your User Profile.
15.7. The Company reserves its right to terminate access to your User Profile without providing notice or reason in case of any violation of these Terms or the Applicable Law.
15.8. You are solely responsible for keeping your password confidential and secure.
16. Creating and Publishing Job Posts
16.1. Before creating a User Profile, you can create a Job Post on the App. In order to do so, you must provide the App with the following information:1) type of Construction Services needed (private or commercial);2) type of contract for Construction Services (daywork or price work);3) terms of providing Construction Services (start date, deposit, nightshift);4) location where Construction Services are needed;5) languages a Tradesman has to speak;6) additional requirements (in case you require a Tradesman with CSCS, CIS, transport, tools, or personal protection tools);7) additional text description and/or graphic elements (photos), if any.
16.2. To publish a Job Post on the App you must create a User Profile. Publishing a Job Post on the App will make it visible for Tradesmen on the App.
16.3. To receive Construction Services, you have to accept the Tradesman’s Job Application Construction Services by sending him a Job Offer; and such Tradesman has to confirm the Job Offer. If you have declined the Job Application, or a Tradesman has not accepted the Job Offer, your Job Post shall remain open.
17. Communication with Tradesmen
17.1. A Tradesman may contact you regarding your Job Post and initiate a communication with you by the means of the Private Chat.
17.2. You may contact a Tradesman and initiate a communication with them by the means of the Private Chat.
17.3. During your negotiations with a Tradesman by the means of a Private Chat you may clarify and elaborate on the terms of your Job Post.
17.4. An agreement between you and the Tradesmen in the Private Chat regarding your Job Post, including the terms of the payment, constitutes a legally binding agreement between you and the Tradesmen. You are advised to negotiate the peculiarities of your Job Post in detail.
18. Payments
18.1. Construction Services are provided on a remuneration basis. You have to pay for all Construction Services duly provided to you based on the invoice, automatically generated by the App.
18.2. You and the Tradesman determine the terms of payment for Construction Services when publishing the Job Post and during your negotiations in the Private Chat.
18.3. You can change the terms of payment for Construction Services based on your negotiations with the Tradesman before the completion of Construction Services.
18.4. Payment for Construction Services can be made in either cash or by cashless payment in the App.
If you have chosen the payment in the App option, the transaction between you and the Tradesman is processed by Stripe. The App will provide you with an automatically-generated invoice. The Company does not process payments. Information use provide the App with for payment is subject to our Privacy Notice.
18.5. If you have chosen the payment in cash, payment relations are between you and the Tradesman only.
18.6. The Company does not hold your payment, nor processes it.
18.7. You acknowledge, agree, and understand that you pay for Construction Services to the Tradesman directly. Ontoolz shall charge you a fee for its services, paid from the amount your pay for Construction Services based on the fee schedule available in the App.
Such fee schedule is available at the App and is an integral part of these Terms, is subject to change at the Company’s sole discretion and is not refundable.
19. On-site Construction Services
19.1. If during the course of the provision of Construction Services, you and the Tradesman decided on the need to order additional Construction Services, you may agree on the terms of such Construction Services provision with the Tradesman directly or create another Job Post on the App.
20. Subscriptions
20.1. You may, at your sole discretion, order additional services or subscriptions from Ontoolz (e.g. virtual community membership).
20.2. The exact scope of such services and a fee schedule shall be available on the App.
20.3. You shall solely be liable for the use of such services and subscriptions and information received during their use.
20.4. You can unsubscribe or cancel your purchase for additional services and subscriptions at any time. Your subscription will be refunded on a proportion (pro-rata) basis, depending on a time period left.
Tradesmen Terms
21. Eligibility
21.1. You can be a Tradesman and provide Construction Services to Employers if you are:1) a construction industry professional;2) representing a legal entity, providing professional services in the construction industry.
21.2. You must also meet at least the following criteria:1) you possess the required knowledge, expertise, experience, and skills, needed to provide Construction Services;2) you understand the risks associated with the provision of Construction Services and agree to be solely liable for any consequences arising from the provision of Construction Services;3) you are authorized to represent a legal entity, providing professional services in the construction industry (for legal entities).
22. Browsing Job Posts
22.1. You may browse available Job Posts from Employers without creating a User Profile (please see Section 23 of the Terms). However, to offer Construction Services to Employers and access other Services, you have to create a User Profile on the App.
22.2. You may browse available Job Posts based on location, required Construction Services, and other available filters on the App.
23. Offering & Providing Construction Services
23.1. To offer your services on Job Posts you must create a User Profile on the App. In order to do so, you must provide the App with the following information:1) languages you speak;2) primary and secondary craft;3) experience in the construction industry;4) territory from which you want to receive notification about Job Post, that match your User Profile setting;5) additional equipment (transport, tools, or personal protection tools). Information collected when creating a User Profile on the App is subject to our Privacy Notice.
23.2. To offer Construction Services, you have to apply to the Job Post by sending a Job Application, which an Employer has to review and may choose to accept by sending a Job Offer. You may then accept the Job Offer, if its terms suit you.
If an Employer has declined your Job Application, or you have not accepted the Job Offer, you will not be able to provide Construction Services to said Employer.
The Employer does not have an obligation to provide reasoning for declining your Job Application. You do not have to provide the Employer with reasoning for not accepting the Job Offer.
23.3. You have to clarify the scope of Construction Services and their terms in the Private Chat with the Employer.
23.4. In case during the provision of the Construction Services the Employer has asked you to eliminate defects, mistakes, or flaws caused by the provision of Construction Services, terms of such works shall be agreed solely by you and such Employer. The Company shall not be involved in such negotiations.
24. Invoicing
24.1. Based on the information provided by Employers in their Job Post and information in your User Profile, the App will automatically generate an invoice for Construction Services, which the Tradesman may share it with an Employer.
24.2. The App will fill the invoice with the information you have provided it to the App, including but not limited to:1) National Insurance Number (for physical persons);2) Unique Taxpayer Reference;3) CIS information and income tax rate;4) VAT rate and VAT number (for legal persons). If you have not previously provided this information to the App, you will have to enter it in your User Profile.
24.3. You are solely responsible for the validity of information you provide, which is used for invoicing.
24.4. You should provide the App only with reliable and up-to-date invoicing information.
25. Marketing Fee
25.1. For provided Construction Services, payment for which is carried out on the App, the Company shall deduct a Marketing Fee for providing you Services of connecting you with Employers.
25.2. Marketing Fee schedule is available at the App and is an integral part of these Terms.
25.3. Marketing Fee schedule is subject to change at the Company’s sole discretion.
25.4. Marketing Fee is not refundable.
25.5. The Company does not charge a Marketing Fee for payments for Construction Services in cash.
26. Subcontractors
26.1. If for the purposes of providing Construction Services you decide to engage with a subcontractor(s), you have to enter with each subcontractor in a legally binding agreement.
26.2. You shall be liable for the end-result of Construction Services, which shall be provided with the help of subcontractors.
27. Commercial Job Posts
27.1. Employers may, from time to time, create Job Posts for larger (commercial) projects, for which they require Construction Services. You may work on these Construction Services with other Tradesmen.
27.2. When working on providing Construction Services with other Tradesmen, including subcontractors engaged by them, you have to exercise an appropriate level of care and professional conduct.
27.3. Each Tradesmen has to provide an invoice for their part of the Construction Services provided.
27.4. When being part of a team of Tradesmen working on a single Job Post, you have to treat other Tradesmen with respect and exercise a non-discriminatory approach to all Tradesmen.
