Sellers Terms and Conditions

1.  Parties

1.1  You are the Seller (‘You’) and We are People 4 Business Ltd (‘We’/‘Our’/‘Us’). Any act by You of accepting or requesting our services indicates Your acceptance of these terms and conditions (‘Terms’) In consideration of the mutual benefits set out herein it is agreed that:

2.   Definitions

2.1  ‘Active User’ means a User whose right to use the Site has not been suspended or terminated.

2.2   ‘Associate’ means an associate as defined in s.435 of the Insolvency Act 1986.

2.3   ‘Business Days’ means any day from Monday to Friday (inclusive) that is not Christmas Day, Good Friday or a statutory holiday.

2.4  ‘Buyer’ means a person that requires Services from the Seller.

2.5   ‘Contract Price’ means the price to be paid by the Buyer to Us for the Services provided by the Seller (including holiday pay entitlement) plus Overtime as stated in the Contract Information Sheet.

2.6  ‘Contract Rate’ means the Contract Price plus Commission to be paid by the Buyer.

2.7  ‘Contract for Services’ means a schedule to these Terms pursuant to which You provide Services.

2.8   ‘Commission’ means 10% of the Contract Price.

2.9   ‘Contract Information Sheet’ means a schedule to these Terms containing the terms specific to the Contract for Services upon which You agree to provide Your Services.

2.10   ‘Expenses’ means those expenses expressly agreed between the Buyer and Seller to be in addition to the Contract Price and as authorised by the Buyer either in the Contract Information Sheet or in writing to Us and You.

2.11 "Buyers’ Finder’s Fees" means 2% of the new Buyer’s Contract Payments (excluding VAT), to be paid to the introducing Seller, as more particularly detailed in clause 19.

2.11   ‘Sellers’ Finder’s Fees’ means 2% of the new Seller’s Contract Price to be paid to the introducing Seller as more particularly detailed in clause 19.

2.12   ‘Holding Account’ means an account that we control into which any Finder’s Fees are paid.

2.13   ‘Intellectual Property Rights’ means patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, data rights affording equivalent protection to copyright, database rights, design rights, semi-conductor topography rights, trade marks, service marks, business names, trade names, logos, domain names, moral rights in any part of the world and whether or not registered or capable of registration, and including all applications to register and to apply for protection of the same.

2.14   ‘Invoice Frequency’ means the agreed periodicity of invoicing between Us and the Buyer and which shall be the timing of the payment to the Seller detailed on the Contract Information Sheet, which in all cases shall be no less frequently than once per month.

2.15  ‘Overtime’ means the payment that the Buyer agrees to make in respect of the Services, for any additional work carried out.

2.16   ‘Process’ means the process detailed at clause 6 to which Users must adhere.

2.17   ‘Regulations’ means The Conduct of Employment Agencies & Employment Businesses Regulations 2003.

2.18   ‘Relevant Liability’ means an amount equal to the amount of income tax and/or primary class one (employee) national insurance contributions (or any similar employment withholding tax or costs in a jurisdiction other than the United Kingdom) for which We are required to account to HM Revenue & Customs (or other fiscal authority) as a consequence of any payment We make to You where You are an individual and in accordance with clause 15.1 (a) and (b).

2.19  ‘Request for More Information’ means the Buyers request for more information about a Seller, in respect to which we may provide the full User Information.

2.20   ‘Services’ means those services provided by the Seller, as required by the Buyer, as detailed in the Contract Information Sheet.

2.21  ‘Short Summary’ means the short synopsis of a Seller’s expertise under the User ID viewed by Buyers at the search stage before Request for More Information.

2.22  ‘Site’ means the website at URL www.people4business.com .

2.23  ‘Subscriber’ means a Seller who has subscribed to the subscription service detailed in clause 20.

2.24  ‘Timesheet’ means the form which You are obliged to complete no less frequently than the Timesheet Frequency detailing the performance of Your Services, and which is used to generate an invoice.

2.25  ‘Timesheet Frequency’ means the latest frequency at which the Seller shall submit a Timesheet, and which cannot be any less frequent than the Invoice Frequency.

2.26   ‘Umbrella Company’ means a company chosen by You via which Your Services are provided and which is responsible for payment to You and which will ensure the necessary national insurance contributions and income tax is deducted prior to payment to You of the Contract Price, Overtime and Expenses.

2.27  ‘User’ means any person registered to use the Site, whether a Buyer or Seller.

2.28  ‘User ID’ means the unique, anonymous, computer generated number awarded to each User on registration in order to maintain the anonymity of Users until the Request for More Information level is reached.

2.29  ‘User Information’ means all information provided by a User to Us or other Users, in registration, updating, rating other Users, and contact with other Users as a result of use of this Site, but not including copies of passports and National Insurance Numbers or bank account details.

2.30  ‘User Page’ means a User’s personal web page, accessed by inputting its User ID and password, where the User can, amongst other things, update its User Information and review the status of Services.

2.31  ‘Your Information’ means the User Information provided by and about You.

3.   Relationship

3.1  To the extent that the services We provide to You are governed by the Regulations, We are an employment business. You agree that We are not the employer, agent, partner or joint venturer of You or any User.

3.2  The purpose of this Site is to introduce Buyers to contractors and freelancers (‘Sellers’) for the purpose of carrying out specific services over a limited period of time, You agree to only use the Site for this purpose.

3.3  All Users use this Site at their own risk and the Site is provided ‘as is’ and ‘as available’. We do not guarantee that the service will be error or interruption free and do not guarantee the accuracy of any content provided on the Site. As such, to the maximum extent permissible by law, We exclude all implied warranties, conditions, liabilities and other terms.

4.   Eligibility & Registration

4.1  The services provided by Us are only available to persons who have the ability and capacity to form legally binding contracts in the UK; as such individuals who are below 18 years of age are ineligible to be Users.

4.2  Buyers and Sellers can register and use the Site free of charge. However, when a transaction is entered into through the Contract for Services, Commission will become payable by the Buyer. The Buyer will pay Us the Contract Rate together with Expenses, Overtime and VAT.

5.   Password

5.1  In order fully to access the Site, You are required to register with Us. This involves using a User ID and password that must be kept secure and confidential by You in order to prevent any unauthorised access to the Site or Your User Page. Should You suspect that Your User ID and/or password is no longer secure and confidential, then You must notify Us immediately.

5.2  All information provided at registration must be true and accurate and Your Information must be kept up to date, and in any event must be reviewed by You at least every three weeks. Should changes need to be made then these can be done online after logging on to Your User Page. If We change the format of the Site and such change means that Your Information needs to be amended, We shall email You to inform You that You need to visit Your User Page to make necessary changes. We reserve the right not to display Your Information until the necessary changes have been made.

5.3  We reserve the right to suspend or terminate Your account and edit or remove content at our sole discretion.

5.4  If a Buyer makes a Request for More Information, the User Information is released to that Buyer. All such releases of User Information are monitored by Us.

6.  Process

6.1  The Buyer shall enter search terms in order to find a suitable Seller for the Services it needs.

6.2  The search will show a number of Short Summaries of suitable Sellers, identifying them only with their User ID.

6.3  The Buyer selects up to the maximum number of Short Summaries permitted, as determined at our sole discretion, and submits a Request for More Information for each of these Sellers.

6.4  We release the User Information on each of these Sellers including contact details and CVs where supplied.

6.5  The Buyer contacts any Seller, from the short list, that the Buyer is interested in and the Buyer can then enter negotiations for the Services.

6.6  Once an agreement has been reached between a Buyer and the Seller, the Buyer must submit a Contract Information Sheet on the Site which as a minimum shall specify the Contract Rate, whether Overtime and/or Expenses are payable, the duration of the Contract for Services, the Timesheet Frequency and the Invoice Frequency. The Seller is under an obligation to check that the Contract Information Sheet accurately reflects the agreed terms and if this is accurate the Seller must provide confirmation of the same so as to give rise to a Contract for Services on the basis of the agreed terms as set out in the Contract Information Sheet.

6.7  Where the information on the Contract Information Sheet is not correct, the Seller must contact the Buyer to discuss and the Buyer must amend the information on the Contract Information Sheet on the Site prior to the Seller agreeing to the Contract for Services. If the Seller agrees to the Contract for Services without verifying the Contract Information Sheet details then they will be bound by them even if they discover at a later date that these do not reflect the original agreement. Therefore, Sellers are strongly advised to check the Contract Information Sheet very carefully prior to contracting.

6.8  Once the Seller has agreed to the Contract for Services, they are contractually bound to supply their Services via Us. At this point the Seller may begin providing their Services for the Buyer.

6.9  Subject to the conditions of Clause 14 and according to the agreed Invoice Frequency We shall invoice the Buyer for the Contract Rate, any Expenses, Overtime, and VAT then We shall then pay the Contract Price, Expenses and Overtime to the Seller. Any Finder’s Fees due shall be deposited in the relevant Seller’s Holding Account.   We will raise an invoice for VAT (where appropriate) to the Buyer, and We will raise an invoice for VAT (where appropriate) as though from the Seller (Self-Invoicing).We will email this invoice to the Seller who will not raise another tax invoice in respect of the transaction.

7.   Information Control & Liability

7.1  We offer this Site to allow Users to offer, sell, and buy Services. Other than for invoice and payment purposes and providing the Contract for Services to be entered into, We are not involved in any transaction between Users. We do not review each individual posting and therefore accept no responsibility or liability for the information provided and cannot guarantee the accuracy of the information supplied by a User.

7.2  Some User Information may be offensive, inaccurate or misleading, including in relation to the User’s qualifications. The verification of User identification on the internet is difficult if not impossible. You should, therefore, be aware that You may be dealing with people acting under false pretences (including people under the age of 18 years). Do not assume the legality or accuracy of a posting just because it is listed on the Site.

7.3  You are strongly advised to exercise caution and common sense and You are responsible for obtaining independent verification before relying on any User Information provided. By using this Site, You accept the risks involved and agree that We are not responsible for any losses caused as a result of inaccurate or unlawful User Information on the Site and that You will only pursue any right, claim or action against the specific User concerned. You will not require our assistance with any legal action you bring against another User.

7.4  We will not act as a mediator between Users over disagreements relating to User Information supplied or the quality of the Services undertaken.

7.5  For convenience to Users, We may allow links to third party websites not operated by or under Our control. We are not responsible, nor do We accept liability, for the content of these third party sites and We do not endorse them.

7.6  We reserve the right, at our sole discretion, to validate all User Information including Your Information provided to Us but We do not provide any warranties to Users that We shall do so. This includes checking details on CVs and qualifications. Where inaccuracies are found, We reserve the right to terminate Your access to the Site as a User and/or remove the inaccurate information and take such further action as We deem appropriate in the circumstances.

8.  Site Rules

8.1  You agree that whilst using the Site You will not post information on the site which is

(a)   false, inaccurate or misleading;

(b)   obscene, abusive or defamatory;

(c)   illegal;

(d)   infringing of other person’s Intellectual Property Rights or any other third party rights; and/or

(e)   indecent or containing pornography.

8.2  You agree that whilst using the Site you will not:

(a)   use any device or software which contains viruses, Trojan horses, worms or any other such harmful implements intended to cause damage to or interfere with the Site or intended to obtain personal information or data;

(b)   access non-public, or other User’s, areas of the Site and you are aware that a breach of this provision by You may result in Your prosecution;

(c)   gather information obtained on the Site for any commercial purposes outside of the Process and must not use any information obtained through use of the Site in order to transmit SPAM. This includes information relating to those Users which You have had dealings with as a result of use of the Site unless they have expressly consented to such use of their information by You;

(d) link to the Site, except with Our prior agreement in writing;

(e) have links from the Site to any websites which may contain information in the categories listed in clause 8.1 and 8.2(a) above;

(f)   do, or post, anything which may bring Us into disrepute;

(g)   deliberately insert words, strings of words or characters within Your posting with the intention of influencing the position of Your posting in search listings or unfairly enhancing the number of viewers You have to Your posting;

(h)   do anything to cause the Site to be interrupted or damaged or affect the functionality of the Site;

(i)   insert any discriminatory grounds of sex, race, disability, age or sexual orientation into Your postings. This is illegal activity and may result in legal proceedings being brought against You;

(j)   register as a Seller more than once;

(k)  Register, whether as Yourself or via a third party, if you have previously had Your ability to use the Site terminated or suspended;

(l)   misrepresent Your affiliation to Us or any User;

(m)   engage in any activities intended to circumvent Our Site or Our Commission including but not limited to:

  (i)   putting any identifying information into Your Short Summary which may allow other Users to identify or contact You in any way other than through the Site,

  (ii)   failing to report changes in Contract Price and/or duration to Us,

  (iii)   contracting with a User other than through the Site (where the contact details were obtained from the Site), including where dealt with on a prior occasion through the Site,

  (iv)   soliciting contact with another User for the purpose of dealing outside of the Process,

  (v)   any agreements between Buyer and Seller with the purpose of defrauding Us, including providing a false cost estimate;

(n)   post on the Site any of the following:

  (i)   fake adverts (for example for the purpose of obtaining pricing information);

  (ii)   Services relating to adult content or obscene businesses without our express permission;

  (iii)   postings relating to SPAM or other unsolicited commercial communication.

8.3  You agree that whilst using Our services You will:

(a)   abide by the Process;

(b)   contract upon the Contract for Services with Us in order to undertake any work with another User where You:

  (i)   obtained their User Information from the Site; or

  (ii)   were contacted as a result of the other User obtaining Your Information from the Site;

(c)   use contact information provided by Us only once for the purpose intended and should You wish to contact a User again You will do so through the Site.

(d)   allow all invoicing to only be done by Us through the Site for all contracts entered into as a result of use of the Site. Any attempt to avoid Commission being paid is a violation of the Terms and may result in, amongst other things, Us terminating Your right to use the Site.

8.4  If You are an employment agency or employment business as defined under Employment Agencies Act 1973 you warrant that you are fully compliant with the Regulations.

8.5  Where You are contacted by a User with the intention of them using Your Services, You are not obliged to do so. It is in your sole discretion whether You wish to work with that User and vice versa.

8.6  You agree that where You have breached any of the these Terms or those of the Contract for Services that:

(a)   You will indemnify and hold Us harmless from and against any claim brought by a User or third party against Us arising from such breach;

(b)   We are entitled, at Our sole discretion, to amend or remove any posting from the Site and/or suspend or terminate Your ability to use the Site.

9.   Intellectual Property

9.1  You acknowledge that whatever Intellectual Property Rights the Buyer owned prior to You providing the Services shall remain with the Buyer.

9.2  You acknowledge that should any new Intellectual Property Rights arise as a result of the Services that they shall be the Buyer’s property. To the extent that such rights, title, or interests, shall, or do not vest automatically in and with the Buyer, You irrevocably, and with full title guarantee, assign to the Buyer all such rights, title and interests as You have together with the right to exploit the same in any manner and through any media as the Buyer shall in its absolute discretion decide.

9.3  You unconditionally, and irrevocably, waive all moral rights in, or in relation to, the Services as conferred by sections 77 to 84 of the Copyright Designs and Patents Act 1988 and all other moral and author’s rights of a similar nature.

9.4  You shall not, during the term, or at any time thereafter, use or divulge to any person, either directly or indirectly, any information obtained by You in relation to, or in connection with, the trade or business secrets of Us, the Buyer, or of any client or customer of the Buyer, which may come, or may have come, either in the past or in the future, to Your knowledge as a result of the Services (other than such information which enters the public domain through no fault of Your own) and You agree to co-operate with the Buyer to prevent the use, publication and disclosure of any such information.

9.5  All copyright, database rights and other Intellectual Property Rights to the Site and material, other than User Information, is owned solely by Us and You are not authorised to use, copy, reproduce or sell any such content other than as permitted under these Terms. We reserve the right to terminate Your access to the Site and take any necessary legal action against You in order to protect Our Intellectual Property Rights and any other rights.

10.  Data Protection

10.1  When You register with Us, We collect certain personal and other data from You. It is Your responsibility to review our Privacy Policy which is incorporated as part of these Terms in its entirety and can be found on the Site. The Privacy Policy may be updated from time to time.

10.2  To fulfil our service to You, We need to communicate with You by email, telephone, SMS, Letter and/or postings on the Site:

10.2.1   as such, upon registration there will be three ‘opt-in’ boxes available to You:

(a)   the first will be to allow Us to contact You solely for the purposes of fulfilling our services;

(b)   the second will be for any other purpose including direct marketing by Us; and

(c)   the third is to allow Your information to be passed to selected third parties for marketing purposes.

Please read these ‘opt-in’ options very carefully before committing. However, even after You have opted-in, You may opt-out at any time, although We cannot provide the services under these Terms unless You opt-in at the point of registration in relation to the first opt-in option at (a) above.

Where You do not opt-in under option (a) above, being for the sole purposes allowing Us to provide our service to You, You will not be able to register with the Site.

10.3  In order for us to provide the services on the Site. We require from You a licence to use Your Information. Therefore, You hereby grant, or warrant that the owner of Your Information expressly grants, a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, distribute, display and delete Your Information (in whole or in part) and to use Your Information in any media currently known or other forms of media and technology later developed.

10.4  You also authorise us to release Your Information to other Users for the purposes of the Site.

11.  Use of Database

11.1  You may NOT collate User Information and in particular contact details retrieved from the Site nor supply, sell or licence this User Information to third parties or Associate of Yours.

11.2  You must comply with the Data Protection Act 1998 (as and when amended) at all times.

12.  User Rating

12.1  You acknowledge and agree that, in accordance with the Terms, You will provide constructive feedback about the Buyer on the Site once the Services have been completed and the Contract Price has been paid and that all information You provide will be true and accurate. The Ratings system is provided to assist Users in making an informed decision about whether or not to contract with another User and it is the User’s responsibility to review such Ratings and act accordingly. However, the User Ratings should only be used as a guide and should not substitute the User’s own investigations.

12.2  You are requested, when leaving Ratings, to treat the process seriously in order to maintain the integrity of the User Ratings and in particular not to leave fake Ratings, Ratings threats or any solicitation Ratings nor to use any defamatory, obscene or insulting language. You should be aware that You may be held liable by a court of law for any Ratings You leave which may be deemed defamatory, or otherwise legally actionable.

12.3  We may limit Your use of the Site based upon the level of Your User Rating and/or the way in which You use the Ratings system.

12.4  We do not continually monitor or censor this public Ratings system and therefore accept no liability for its contents. However, Users are provided with a right of reply to any Ratings left about them.

12.5  You are requested to help us to protect the integrity of the Ratings system. Therefore, if You have any reason to believe that another User has misused the Ratings system in a way outlined above, please contact us on legalinfo@people4business.com.

12.6  We reserve the right to remove any information posted on the Ratings system at our sole discretion.

12.7  You agree and give automatic consent to any Buyer to seek and obtain references from other Buyers who have contracted with You through the Site where the other Buyer has indicated, when leaving Ratings, that they are willing to provide such references.

13.  Identity & Qualifications

You warrant and specifically confirm:

(a)   You have correctly informed us as to your identity and the identity of the individual who will be performing the Services for You;

(b)   You will not provide any Services unless you have the necessary qualifications and authorisations as are required by law, or any professional body, for you to undertake the work required.

14.  Payment

14.1  All sums specified in these Terms or the Contract Information Sheet are in pounds Sterling.

14.2  Unless otherwise stated in the Contract Information Sheet, the Contract Price shall be exclusive of VAT but inclusive of all other charges incurred by You.

14.3  All invoicing in respect of a Contract for Services must be generated through Us.

14.4  No less frequently than the agreed Invoice Frequency or the Timesheet Frequency, whichever is the shorter period, You must complete a Timesheet detailing, amongst other things, the number of hours that You have worked, Expenses and Overtime incurred. This Timesheet must be completed online.

14.5  On completion of the Timesheet, it will be submitted to the Buyer for verification.

14.6  On receipt of the Timesheet, the Buyer will check that the details are correct. Should the Buyer claim that You did not work the hours which You have stated, it will be your responsibility to resolve this with the Buyer, and We have the right to delay payment of the Contract Price until Your working hours have been verified to Our satisfaction. Manufacturing of this information amounts to fraudulent misrepresentation and We reserve the right to take action against You and also to terminate your use of the Site.

14.7  In the event that the Timesheet Frequency is shorter than the Invoice Frequency, there may be more than one Timesheet which shall be accumulated by the Site for the invoicing process in 14.8.

14.8  Provided the Buyer agrees with the information provided in Your Timesheet(s), and subject to the Invoice Frequency, We shall pay the Contract Price, Expenses and Overtime (as applicable) 30 calendar days (or 5 Business Days where you have elected the Fasterpay Service in accordance with clause 14.12) after submission of the relevant Timesheet(s) online by You. However, if it is shown that You have not carried out the number of hours that You have stated in Your Timesheet(s), You will only be paid for the actual work undertaken once verified to Our satisfaction.

14.9  You shall be entitled to the Expenses and Overtime as detailed in the Contract Information Sheet or as otherwise agreed with the Buyer (such agreement to be evidenced in writing). Where no Expenses or Overtime provisions are detailed on the Contract Information Sheet, or confirmed to Us in writing by the Buyer, then these will not be paid.

14.10  A Sellers Invoice will be raised by Us for the amount owed to you in relation to the Contract Price, Expenses and Overtime (as applicable) plus VAT (as applicable). You agree that the Sellers Invoice will be emailed to you and that you will not also raise a tax invoice for this transaction.

14.11  In order to comply with HMRC legislation, You agree to notify Us if You cease to be registered for VAT, if You transfer Your business as a going concern, or if You become registered under a different VAT number.

14.12  You have the option to elect, at the point of entering into the Contract for Services, to have the benefit of a Fasterpay Service. The charge for this Service is 3% of the Sellers Invoice. This guarantees that We will send payment for the invoice (provided the Buyer agree with the contents of Your Timesheet as per Clause 14.6), less the Fasterpay Deduction, 5 Business Days after You submit Your last relevant Timesheet(s) according to the agreed Invoice Frequency.  We reserve the right not to offer the Fasterpay Service on certain transactions or Buyers; where this occurs You will be informed prior to entering into the Contract for Services.

14.13  References in this Contract for Services to an ‘invoice’ and ‘invoicing’ are deemed to be a reference to a properly issued invoice for value added tax purposes.

15.  Tax

15.1  Where You are an individual:

15.1.1   It is hereby agreed and acknowledged by You that: 

(a)   all payments to You may be made through an Umbrella Company; and

(b)   We may deduct an amount from any payment We make to You on account of any Relevant Liability. You agree to indemnify us to the extent permitted by law against any Relevant Liability to the extent that the amount of the Relevant Liability cannot be (or is not) deducted from payments We make to You; and

(c)   You are not eligible for any employee benefits from Us, and subject to clause 15.1.1(a) and (b), You confirm that You shall be responsible for, amongst other things, all tax liabilities and national insurance contributions in respect of the Contract Price. You shall abide by any and all employment, tax and other statute, regulation or common law applicable to Your activities carried out in connection with using this service (including the payment and reporting of taxes).

15.2  Where You are a limited company:

15.2.1   It is hereby agreed and acknowledged by You that You are responsible for, among other things, all tax liabilities in respect of the Contract Price. You shall abide by any and all employment, tax and other statute, regulation and common law applicable to Your activities carried out in connection with using this service. This includes, for the avoidance of doubt, the payment and reporting of taxes and the application of Chapter 8 Part 2 Income Tax (Earnings and Pensions) Act 2003 (the ‘IR35 legislation’).

16.  Health & Safety and Holiday Entitlement

16.1  It is Your obligation to factor in the cost of the Your holiday entitlement to the Contract Price when negotiating with the Buyer. You must provide an amount for the Services rendered and an amount for the cost of the holiday entitlement within the Contract Price.

16.2  It is Your duty to notify Us immediately by email at legalinfo@people4business.com where You find that the premises on which You are carrying out Your Services for the Buyer do not comply with the Health and Safety Regulations. On such notification, We shall investigate the situation and where necessary, We shall postpone Your Services until such faults are rectified or, if not possible, shall immediately terminate the Contract for Services and You shall be paid for Your Services to date in accordance with the Terms

17.  Duration and Termination

17.1  The Contract for Services shall last for the duration specified in the Contract Information Sheet (the ‘Duration’).

17.2  You cannot terminate a Contract for Services during the Duration unless agreement to do so has been obtained from the Buyer and confirmed in writing by the Buyer. Should you fail to fulfil Your Services, We reserve the right to charge You an amount equivalent to any compensation payable to the Buyer. Should We Charge such a fee and it remains unpaid for a period of 30 days or more, We reserve the right to suspend Your use of the Site until such payment is made.

17.3  We are entitled to terminate the Contract for Services at any time:

(a)   upon a material breach by You of the Terms;

(b)   if You are guilty of gross misconduct and/or any serious or persistent negligence in the provision of the Services;

(c)   if You are deemed uninsurable and/or Your insurance policy certificates expire or are revoked;

(d)   if We discover that You are unsuitable for the position, the reasoning for which shall be based upon reasonable grounds of which you shall be notified; or

(e)   if the Buyer notifies us that Your Services fall below the industry common standard.

18.  Breach of the Terms & Termination

18.1  Without limit to any other remedies We may have against You, We reserve the right to suspend (whether temporarily or indefinitely) or terminate Your use of this Site, and/or remove or edit a listing immediately and without notice where:

(a)   You breach the Terms (including without limitation infringing third party Intellectual Property Rights);

(b)   Your actions may cause Us legal liability or financial losses;

(c)   You have/are engaged in or are linked to any fraudulent activity connected to this Site;

(d)   We cannot verify Your identity;

(e)   You become insolvent or go into liquidation or have a bankruptcy order made against You or other evidence of Your inability to pay debts as and when they fall due;

(f)   You have not repaid any Finder’s Fees clawed back under clause 19 when requested.

18.2  These Terms shall continue in full effect, subject to the provisions above, unless:

(a)   where no Services are currently being carried out by You, either party gives its notice of termination at any time in writing, which includes by email sent to You or received by Us at legalinfo@people4business.com; or

(b)   where You are currently carrying out Services under the Contract for Services, the Contract for Services must first be terminated in accordance with its provisions. Upon such termination, these Terms may then be terminated in accordance with clause 18.2(a) above,

18.3  Where these Terms between Us and You are terminated for any reason, You agree and acknowledge that You are still liable to pay any monies which are outstanding for any reason.

18.4  Where We terminate for any reason set out in 18.1, we reserve the right not to permit re-registration on the site.

19.  Finder’s Fees

19.1  Finder’s Fees can be earned by You, and paid into Your Holding Account, in one of the following ways:

(a)   if You introduce another Seller to the Site and that such new Seller registers within the first year of Your registration you shall receive the Finder’s Fees until the end of Your first year or if You become a Subscriber until you cease being a Subscriber, provided always that You remain an Active User; or

(b)   if You subscribe to the Site as a Subscriber and You introduce a new Seller who registers with the Site at any time, You shall receive the Finder’s Fees for as long as you remain both an Active User and a Subscriber.

19.2  In accordance with this Clause 19, and subject to Clause 15, once the Buyer has paid the relevant invoice(s), the Finder’s Fees shall be put into Your holding account. Once the value in the account has exceeded £200, you may chose when We make a payment on the Site, at which point, provided there are 5 Business days for Us to process the payment, We shall make a payment to You at the next month-end.

19.3  In the event of non-payment by the Buyer for any reason, no Finder’s Fees will be paid to You.

19.4  If You received Your Finder’s Fee but the Contract Price has to be returned to the Buyer for any reason i.e. repudiation or breach of contract then an amount equivalent to that Finder’s Fee shall be deducted from Your Holding Account or recoverable from You as a debt.

20.  Subscription Service

20.1  You have the option to subscribe to our subscription service for 6 or 12 months at the cost of £50 (+VAT) or £75 (+VAT) respectively. On subscription You shall become a Subscriber of the Site. The subscription service allows its Subscribers preferential rating on the search facility and guaranteed Finder’s Fees, in accordance with clause 19 for as long as You remain a Subscriber and an Active User.

20.2  Your subscription is automatically renewed at the end of the subscription period unless cancelled by You and We can deduct the subscription charge from Your Holding Account.

20.3  We reserve the right to review and amend subscription fees or introduce a scaled subscription model at any time upon providing notice on the Site and notice by email to existing Subscribers. Increases to subscription fees will only take affect as at Your next billing date. However, where enhanced subscription packages are offered You have the option to upgrade by payment of a pro rata increase of subscription fees.

20.4   Subscription fees are paid in advance and there are no refunds or credits offered for cancellation for any reason. Should You decide to re-subscribe at a later date, We reserve the right to charge an administration fee.

21.   Warranties & Undertakings

21.1  You warrant and represent to Us that:

(a)   You have full right and title to agree these Terms and enter into a Contract for Services, to assign and transfer the rights purported to be assigned or transferred hereunder, and to fulfil Your obligations hereunder, and that You will not be in breach of any contractual obligation binding upon You by virtue of entering into these Terms or a Contract for Services;

(b)   You are the sole author of any work which may generate Intellectual Property Rights in it and that You shall not infringe upon the Intellectual Property Rights or any other rights of any third party;

(c)   You have the necessary skills, experience, qualifications and authorisations necessary to carry out the Services and shall do so to the best of Your ability and with all due skill and care;

(d)   nothing which You do in order to carry out the Services shall (i) create any liability for Us or the Buyer, (ii) be defamatory, (iii) be in breach of any duty of confidence owed by You to any third party or (iv) be otherwise unlawful;

(e)   You have in place all insurances necessary as may be required by law or would normally be taken out in accordance with good industry practice in order to carry out the Services and shall maintain such insurance whilst this Contract for Services remains in force;

(f)   You agree to indemnify Us and hold Us harmless from and against all losses, costs (including reasonable legal fees assessed on an indemnity basis), expenses, damages arising from any claims or demands made by any third party (including the Buyer) due or arising from a breach by You of these Terms or Your violation of any law (including tax laws) or third party rights. We will promptly inform You of any claim, action or demand against Us and You will cooperate fully in the defence with Us. You will not agree to any settlement in respect of a case to which You and Us are parties without Our prior written consent. We shall be entitled to withhold or set off from any amounts otherwise owing to You, the amount of any claim We may have in relation to a Contract for Services.

(g)   We reserve the right to report any illegal activity conducted by You to the relevant government body or law enforcement agency.

21.2  The warranties and indemnities stated in this Clause 21 shall survive the termination of these Terms.

22.   Limitation of Liability

22.1  Our total liability to You is limited to Your actual direct loss caused by Our negligence which was reasonably foreseeable to both You and Us and in any event this liability is limited to the lesser of:

(a)   the total Contract Price paid in respect of You pursuant to your most recent Contract for Services; or

(b)  £100,000.

22.2  Nothing in clause 23.1 shall be taken to limit our liability to you in respect of personal injury, death, fraudulent misrepresentation, or where our liabilities to you can otherwise not be limited

23.  General Terms

23.1  The section headings in the Terms are for convenience only and shall not be taken as a guide to interpretation of the legal effect of the Terms or any clause within the Terms.

23.2  Clause 8.2(m)(iii) & (iv) and clause 17.2 do not apply to You if We are an Employment Business and You are not ‘Opted Out’.

23.3  You will be ‘Opted Out’ if you have given a notice pursuant to regulation 32(9) of the Regulations and that notice remains active and unrevoked.

23.4  The Terms may only be varied by an agreement in writing signed by You and Us. However, it should be noted that We are entitled to terminate the Terms and propose amended Terms for Your agreement at our sole discretion.

23.5  No failure or delay by Us to exercise any right or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right or remedy. All such rights and remedies are severable and cumulative and not exclusive of each other.

23.6  You may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, the Terms.

23.7  Any notice given by Us under the Terms shall be deemed delivered 24 hours after emailing such notice to the email address provided by you on registration with the Site (or as updated on Your User Page). Any notice given by You under the Terms shall be deemed delivered 24 hours after emailing such notice to Us at legalinfo@people4business.com or such other email address as detailed in the Contract for Services.

23.8  If any provision of the Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Terms which shall remain in full force and effect.

23.9  The Terms and any matter arising from, or in connection with, it shall be governed by and construed in accordance with English law and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with the Terms or the legal relationships established by or in connection with them.

23.10 Should You have any questions or need any help in relation to Your or other Users use of the Site then please contact us at legalinfo@people4business.com

Sellers’ Terms & Conditions Version 1.2, Copyright © people4business.com, 8 December 2006.