Professional Terms

Updated December 7, 2020

Our Supplier Terms

Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

  1. About us
    • Company details. Toolsoup Limited (company number SC614067) (we and us) is a company registered in Scotland and our registered office is at Harper Macleod Llp Alder House, Cradlehall Business Park, Inverness, United Kingdom, IV2 5GH. Our VAT number is GB311039749. We operate the website toolsoup.com and our app is at https://app.toolsoup.com
    • Professional indemnity insurance. You must have professional liability insurance which cover your liabilities under this Contract.
  2. Our contract with you
    • Our contract. These terms and conditions (Terms) apply to the use of our App and the Services you perform as a result of accepting work through toolsoup – our App (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  3. Accepting the Services
    • In order to accept work through the App, you must first have applied for an account via the Website, which if deemed acceptable to us, you shall follow the prompts to register as a supplier on the App by answering questions honestly and be able to provide the relevant documentation which may reasonably be required as part of our vetting process.
    • Please follow the onscreen prompts to accept the Services via the app (each an “Order”). You may only accept Orders via the App. Each Order is an offer by you to supply the services specified in the order (Services) subject to these Terms. You are under no obligation to accept orders via the App and have the right to reject Orders that you cannot fulfil.
    • Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your Order and any specification is complete and accurate.
    • Acknowledging receipt of your order. After you accept an order via the App, you will receive confirmation through the App. Our acceptance of your order will take place as described in clause 5.
    • Accepting your order. Our acceptance of your order takes place when we send confirmation via the app and via email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
  4. Our obligations to you
    • We will co-operate with you in relation to the Services and manage customer complaints;
    • We will endeavour to keep the App running at all times, subject to maintenance, updates and events within our control.
    • We warrant to pay you for Services satisfactorily performed in accordance with clause 6.

Please note, we are under no obligation to provide you with work via the App.

  1. Your obligations
    • It is your responsibility to ensure that:
      • you provide the Services to the best of your ability in accordance with the specification detailed in the Order and in line with best practice in your trade or profession;
      • you perform Services with the sufficient level of skill required with appropriate tools and materials prepared in advance and can provide us with relevant documentation to support your skills, should this be deemed necessary by us;
      • you co-operate with us in all matters relating to the Services;
      • you complete the availability schedule within the App and make best endeavours to meet Orders;
      • you use the App in accordance with guidelines, online tutorials, manual or instructions given by us (including responsible use of the App messaging service and allowing us to deal with customer complaints which can be remedied within the App);
      • you do not use the App in a way that is unlawful;
      • you do not do anything in your use of the App or performance of the Services which could be deemed to be damaging to our reputation;
      • you provide us with such information and materials we may reasonably require in order for you to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      • you comply with all applicable laws, including health and safety laws and guidelines;
    • If our ability to fulfil our obligations is prevented or delayed by any failure by you to fulfil any obligation listed in clause 1 (Your Default):
      • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      • it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  1. Charges
    • In consideration of you providing the Services we will pay you charges (Charges) in accordance with this clause 6.
    • The Charges are the prices quoted on the App at the time you accept the order.
    • If the customer wishes to change the scope of the Services after you accept your order, and we agree to such change, we will modify the Charges accordingly and notify you via the app and by email. You will have the opportunity to accept the changes or reject the Services.
  2. Payment
    • In accordance with the self-billing agreement, you do not need to submit an invoice and you agree that Charges shall be paid into your nominated bank account within 7 days of satisfactory completion of performance of Services in relation to an Order.
  3. Intellectual property rights
    • All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
    • You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of listing you on the App, on our social media channels and in order to provide the Services.
  4. How we may use your personal information
    • We will use any personal information you provide to us to:
      • provide the Services;
      • process your payment for the Services; and
      • inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
  1. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of or damage to goodwill; and
      • any indirect or consequential loss.
    • Subject to clause 2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited 100% of the total Charges paid under the Contract.
    • This clause 10 will survive termination of the Contract.
  2. Confidentiality
    • We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
    • We each may disclose the other’s confidential information:
      • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  3. Termination
    • You may delete your account at any time (except when you are in the process of completing an Order or have an Order which you are committed to). You may cancel an Order via the App with either more than 24 or 72 hours or as specified in our manual with no penalty. Should you cancel with less notice than this, we may be obliged to charge you for materials and/or a reasonable cancellation charge. Should a customer cancel an Order with less than 24 hours’ notice, we will endeavour to pass on a reasonable cancellation charge to you.
    • Without limiting any of our other rights, we may suspend the performance of the Services by you, or terminate the Contract with immediate effect and remove you from the App by giving written notice to you if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
      • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    • Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
  4. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, customers or App users whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

  1. Communications between us
    • When we refer to “in writing” in these Terms, this includes email or written communication via the App.
    • The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action which should be delivered to the registered business address.
  2. General
    • Assignment and transfer.
      • We may assign or transfer our rights and obligations under the Contract to another entity.
      • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    • Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    • If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    • Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. The Contract is governed by English law and you can bring legal proceedings in respect of the services in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.