UDDR PARTNER TERMS & CONDITIONS
Version Date: September 2020
1. We are Uddr Limited, trading as 'uddr' a company incorporated in England & Wales
(company number 11678015) with its registered office at 59 Oaklands Road, Sebastopol,
Pontypool, Torfaen, South Wales, NP4 5BZ ('we', 'us' or'our' being interpreted accordingly).
2. We operate the Uddr mobile application, providers of trades and services ('Uddr Partners') which has a corresponding website, currently located at
www.uddr.co.uk ('Website').
WHAT IS THE SCOPE?
3. These subscription terms and conditions ('Terms') is our agreement with you, the trader/service provider identified in an application for Subscription ('you' and 'your' being interpreted accordingly) and sets out the following:
i) the process by which you, after completing the relevant signup forms may be accepted as a Partner of our Uddr Network ('Partner' and 'Subscription'being interpreted accordingly); and
ii) the terms and conditions governing your Subscription and our provision of Subscription services to you ('Subscription Services') as set out in these Terms and also described on our Website.
4. By submitting an application for Subscription and/or by continuing to enjoy the benefits, rights and privileges of the Subscription you agree to be bound by these Terms. Our acceptance of your application,continuation of your Subscription and inclusion of your Partner Details on the uddr mobile app and/or a Directory depends on you complying with these Terms.
HOW WE MAY UPDATE THESE TERMS?
5. Please note that we may sometimes update or modify these terms. If we do this, we shall provide at least 30 days' written notice of the updated or modified Terms by posting a notice on the dedicated Partners' area of our Site (currently accessible though the URL: https://www.uddr.co.uk/partners
6. If you do not wish to accept the proposed updated or modified Terms referred to above, you shall be entitled to terminate your Subscription on giving us written notice prior to the Effective Date on which the updated or modified terms come into effect. If you do not exercise this termination right by the Effective Date, you will be deemed to have accepted the applicable updated or modified Terms.
OUR MUTUAL AGREEMENT
7. We agree to abide by these Terms and, on the basis that your application is accepted, provide you with uddr Subscription Services.
8. As a Partner you agree to comply with all relevant policies, including our Code of Conduct and Ethics which is available on the Partners'Area of our Site and other policies or codes that are generally applicable to our Subscription services offered as notified from time to time either directly to you as a Partner or through our Partners' Area (together 'Subscription Rules').
9. In the event of any conflict or inconsistency between these Terms and any other purported contract documents, terms and conditions, codes of conduct or policies, you agree that these Terms shall be the governing document.
HOW DO YOU BECOME A PARTNER?
10. We have an established application process and your entitlement to become a Partner, it is subject at all times to you having been checked and accepted by us as a result of this process retrospectively. We may send you a written confirmation if your application has been accepted and your Subscription shall then be deemed to have started from the date your application form was submitted ('Commencement Date').
11. You acknowledge that us accepting you as a Partner is entirely at our discretion and we may decide for any reason to reject your application or refuse to renew your Subscription. In the event of any dispute about your entitlement to become a Partner (or to have your Subscription renewed) our decision is final and, except to the extent that we have breached our express obligations under these Terms or applicable law, and subject to the remainder of these Terms, we shall not be responsible for your Subscription application being rejected or your Subscription (in whole or partly) being suspended, placed on probation or terminated.
HOW WE MAY SHARE INFORMATION ABOUT YOU AND OTHERS
12. As part of the Subscription, you may be required to provide certain information relating to you and/or your business as well as its officers, directors, partners, employees, agents, suppliers or contractors. You must make sure you have the necessary permissions or clearances to share this information (including any individual's personal data) with us.
13. You undertake and warrant to us that all information you provide to us is complete and accurate. Any changes to your circumstances or other developments that could affect your ability to comply with these Terms or that may affect the accuracy or relevance of information about you on our database,any listings on the uddr mobile app or in any Directory must be reported to us in full without delay. Failure to comply with this paragraph is a material breach of these Terms and will entitle us to immediately terminate your Subscription on written notice without liability to you.
14. Please note that as part of our normal procedure,information that you provide to us as part of your application or in connection with your Subscription may be shared with third party credit agencies or checked against third party databases for checking credit worthiness or for fraud prevention purposes.
15. We reserve the right to refuse any Subscription application; withdraw any offer of Subscription; suspend your Subscription and/or terminate Subscription altogether, if you unreasonably delay or fail to respond to reasonable information requests from us that are relevant to your Subscription or you refuse to reasonably co-operate with our investigations relating to your conduct or Subscription.
HOW LONG DOES SUBSCRIPTION LAST?
16. Your Website and mobile application subscription will continue (monthly or annually) from the Commencement Date and, unless terminated in accordance with these Terms, Subscription will automatically be renewed on each Renewal Date upon each anniversary thereafter (each a 'Renewal Date').
17. Any renewal of your Subscription shall be at our sole discretion and subject to any additional enquires that we may reasonably make.
17.1 To renew your Subscription in all cases,you must also continue to pay applicable Subscription Fees.
WHAT DO YOU RECEIVE AS A PARTNER?
18. As a key part of the Subscription, relevant details relating to you and your trade, service or business that have been provided as part of the joining process ('Partner Details') will be entered on to the Subscription database of uddr. Depending on your chosen Subscription category, your Partner Details will be listed as part of our Uddr Partner community which includes our social media channels:
19. By joining the Uddr mobile app you agree to provide the services to Uddr and its users and as follows:
i) You should only accept the job via the uddr app if the work required is within your skill set, you can speak to the customer immediately and are realistically able to provide the requested trade or service within the customer’s reasonable time frame.
ii) Uddr may at any time suspend the uddr app profile service or any Partners’ involvement in providing this service.
20. Where you have any questions or require support, we may also provide advice and assistance by telephone and email at the number/address provided on the uddr website.
PAYMENT TERMS & SUBSCRIPTIONS?
22. We will inform you of the relevant fees when you initially pay for your chosen Subscription.
23. From time to time we may vary our monthly & annual Subscription Fees giving reasonable notice to you either directly or through a general notification in our Partners' Community or by email or direct communication. In the event that you do not accept these variations, you may terminate your Subscription by written notice which must be received by us prior to such variation coming into effect, failing which, you will be deemed to have accepted the variation.
24. Subscription fees are payable in UK pounds sterling by credit card, debit card, to our nominated bank account via the Stripe payment gateway. All Fees or other payments due by you under these Terms shall be paid in full without any deduction, counterclaim (unless required by law).
25. Where any Fees or charges are overdue (without prejudice to our other rights or remedies) we shall be entitled to suspend a partner subscription and all associated promotion and advertising via uddr and associated platforms.
26. Without prejudice to any other right, claim or action,where you fail to pay any outstanding subscription Fees by the due date for payment, we will serve a final demand requesting payment within such period as we determine, failing which we may suspend your Subscription (and any rights,privileges or benefits derived from such Subscription may be withheld) until such payment is received in full. Also, to reactivate your uddr Subscription,we may also ask for an administration fees to meet the costs of such reactivation.
PROMOTIONAL CODES & DISCOUNTS
27. If you as a partner sign up to a subscription package using a promotional voucher coupon/code or using a discount code via the uddr website, you are agreeing to enter into a rolling (annually/monthly) paid subscription at the point in which the trial/promotional period expires. These can be for 3, 6- or 12-month periods.
YOUR OBLIGATIONS TO US
28. You shall indemnify us and keep us fully and effectively indemnified against all actions, claims, demands, damages, liabilities and corresponding costs and expenses we incur (including professional legal fees)arising out of the following:
i) any claims under an agreement or arrangement made between you and any Uddr Customer or other user of our uddr mobile app, Site or Directory;
ii) any false, inaccurate, out of date or misleading Partner Details or other information provided by you which is entered on to our Partner Database.
iii) any third-party claims or actions against us arising out of you acting or omitting to do something in breach of these Terms, Subscription Rules or applicable law; or
iv) where we are joined into any legal action or proceedings brought by a Uddr user, regulatory body or other third party against you in relation to your alleged acts or omissions although the above indemnity shall not apply to the extent that a third party claim or action for which such indemnity is sought by us would not have arisen but for our own negligence or wilful misconduct.
INTELLECTUAL PROPERTY AND YOUR LIMITED RIGHT TO USE OUR NAME OR LOGO
29. The intellectual property rights (including the rights to any inventions or patents, copyright, design rights, trade marks, good will in relation to any business names or signs, domain names, database rights and other intellectual property rights, whether registered or unregistered,existing anywhere in the world) in relation to our Subscription Database, mobile app or website (and their respective contents)
('Uddr IP') belongs to us and except to the extent expressly set out in these Terms you acquire no right, title, or interest in such Uddr IP.
30. You must not copy, modify, adapt, distribute, publicly share or make available, rent or lend, republish, frame, provide links to or upload any Uddr IP or any data, content or material (in any form) extracted or copied from our Subscription Database, mobile app or website for any commercial purpose without our prior written consent. The only exceptions are that for as long as you are an uddr Partner:
i) where a user of our mobile app or website posts a comment about you ('Reviews'), you may use short extracts of this feedback in your business marketing material, provided such comment is reproduced in a fair and accurate manner and in all cases this must to properly attributed to Uddr and, where the comment or an extract is published online, a link should be provided back to your listing on our platform.
ii) you shall not do anything to damage or dilute the goodwill associated with our brand.
USE OF CONTENT USER FEEDBACK
31. Where you upload descriptions or other content about your business on to the Mobile Platform (Admin Site), you give us a royalty-free, transferable, irrevocable and perpetual right to use, reproduce,distribute and publish such Business Content and other information relating to you posted on our Platform, including your Partner Details and any other data about you or your business.
32. You shall post Business Content in accordance with the applicable user terms and conditions for the uddr mobile platform which, along with our privacy policy, you shall observe at all times when using the Admin Site. You also permit us to use and display your given user or business name in relation to such Business Content.
33. As a condition of being a Partner, you accept that we have the irrevocable right to use, copy and publish on the uddr application or elsewhere any Feedback provided in relation to you or your business. We will endeavour to give you a reasonable opportunity to comment before particularly negative Feedback is published on the application (as 'negative' is determined in our view) and your comments, where you decide to provide them, and subject to them being in a form suitable for publication, will also be included in the relevant place on the uddr application. You shall ensure that any comments in response to Feedback are provided by a person who was personally engaged in the delivery of the trade or service to which the Feedback/Reviews relates and that the details provided by you in response are accurate; delivered in a professional and reasonable manner; and are not misleading, abusive or illegal.
34. You acknowledge that in some cases, where we have reason to suspect that a new Partner is effectively under the same management or control as a previous Partner ('Previously Known Partner') and has merely been reconstituted as a new entity or has adopted a new trading name to disguise that fact, in order to maintain the integrity of our Uddr Network we may in relation to that new Partner reproduce or link back to Feedback relating to that Previously Known Partner and/or a publish a notice on our Site and/or (if applicable) Directory to publicise the connection.
IMPORTANT TO READ THESE SUBSCRIPTION WARRANTIES &ACKNOWLEDGEMENTS
35. As a Partner, you represent, undertake, and always warrant to us that :
i) you have legal authority and capacity to provide the products or services you are listed for on the uddr mobile application (and are not aware of any legal ruling, prohibition or order that could impact on your ability to do so);
ii) you will provide your goods or services to Uddr Customers lawfully at all times and not infringe (or permit your employees or contractors to infringe) any laws, regulations, industry codes of conduct,regulatory guidance, any regulatory decisions or court orders;
iii) you will not act in any way which in our reasonable opinion is likely to have an adverse impact on the operation of the uddr mobile platform or website, Uddr Customers or the public in general;
iv) you will take full responsibility for you (employees,contractors or agents) performing services to Uddr Customers under a written contract if agreed;
v) you (and your employees, contractors or agents) will perform all services to Uddr Customers lawfully and in accordance with 'good industry practice' meaning such professional standards of skill, care,timeliness and diligence that a competent business would be expected to perform;
vi) you will at all times maintain such (a) employers'liability insurance as required by law and (b) appropriate professional indemnity and public liability insurance that is sufficient to cover potential liability arising to Uddr Customers or Partners of the public from your provision of services and shall provide evidence to us of such insurance as part of your application or immediately upon our written request (and we reserve the right to immediately suspend the Subscription of any Partner who, in its sole discretion, does not satisfy this requirement);
vii) you shall ensure that your employees and contractors are suitably fit and qualified to perform a good standard of services and products to Uddr Customers in a manner consistent with your obligations under these Terms; and
viii) if, at any time, we decide it is necessary to initiate an investigation into you or the conduct or background of any of your owners,officers, employees or contractors in order to maintain the integrity of the Uddr Partners, you agree to obtain (without delay) up to date criminal background checks or such relevant information as we may reasonably request to assist such investigation.
ix) you and any agents or contractors you engage to supply goods or perform professional services to Uddr Customers: (a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes of practice from time to time in force, including the Modern Slavery Act 2015; and (b) have not been convicted of any offence involving slavery and human trafficking (and are not knowingly subject to any claim, investigation or proceedings alleging commission of such an offence). You also agree that from time to time you may be required by Uddr to provide further information or take such steps as may be reasonably required by us to verify or confirm the forgoing.
36. You accept and acknowledge that:
i) we have no control over comments or Feedback posted or uploaded to the uddr mobile application which you disagree with and we cannot remove those comments or Feedback, except where we determine there is a genuine technical or legal basis for doing so;
ii) we cannot 100% guarantee that you will enjoy any increased business as a result of becoming an uddr Partner;
iii) the oversight of your business; safeguarding of its reputation; your professional conduct; your provision of goods or services; and management of your customer relationships remains solely your own responsibility and you agree to promptly respond (in a professional manner) to any customer complaints or issues that we notify you of from time to time;
iv) we cannot guarantee that all our Mobile Application or Subscription Services will be available on a continuous basis (and there may be interruptions in online services due to maintenance or other events beyond our control); and
v) on occasion, we may add to, remove or update the Partner Admin site, Mobile Application or any Website listing (or the design, contents or presentation of each) as we deem appropriate, without any liability to you as to when or how we do this.
37. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE LIABILITY (ON OUR OWN BEHALF AND ON BEHALF OF OUR SHAREHOLDERS, DIRECTORS,OFFICERS, EMPLOYEES OR REPRESENTATIVES) FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR (II) ANY LOST REVENUE OR ANTICIPATED SAVINGS, CONTRACTS, LOST DATA, REPUTATION OR ECONOMIC LOSS HOWSOEVER ARISING (AND WHETHER DIRECT OR INDIRECT) FROM YOUR BEING A PARTNER OR USING SUBSCRIPTION SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. IN PARTICULAR, WE SHALL NOT BE LIABLE TO YOU OR YOUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR REPRESENTATIVES FOR ANY ECONOMIC DAMAGE OR LOSS (WHETHER DIRECT OR INDIRECT INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS; LOSS OF ANY FUTURE BUSINESS OR OPPORTUNITIES; DAMAGE TO GOODWILL OR REPUTATION AND ANY OTHER COSTS OR EXPENSES)SUFFERED OR ALLEGED TO HAVE BEEN SUFFERED AS A RESULT OF (A) THE PUBLICATION OF ANY FEEDBACK OR OTHER POSTING PUBLISHED ON THE SITE OR ELSEWHERE BY AN UDDR CUSTOMER OR SITE USER; (B) ANY OTHER EVENT OR CIRCUMSTANCE BEYOND OUR REASONABLE CONTROL, INCLUDING ANY DELAY, ERROR OR OMISSION COMMITTED BY ROYAL MAIL OR ANY OTHER REPUTABLE DELIVERY COMPANY WHO WE ENGAGE TO DELIVER ON OUR BEHALF.
38. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS IN RELATION TO OUR MOBILE APPLICATION, WEBSITE, PARTNER ADMIN OR ANY SUBSCRIPTION SERVICES WE PROVIDE(WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE), INCLUDING REPRESENTATIONS, WARRANTIES, CONDITIONS OR TERMS RELATING TO AVAILABILITY, QUALITY OR FITNESS FOR PARTICULAR PURPOSE OR RESULTS ACHIEVED FROM YOUR BEING A PARTNER OR USING SUBSCRIPTION SERVICES.
39. THESE TERMS OF USE WILL NOT EXCLUDE OR LIMIT LIABILITY FOR FRAUD OR MANDATORY RIGHTS YOU HAVE UNDER APPLICABLE LAW TO THE EXTENT THEY CANNOT BE EXCLUDED OR LIMITED BY CONTRACT.
CAN SUBSCRIPTIONS BE SUSPENDED?
40. Without prejudice to our other rights or remedies, we reserve the right either to (a) suspend your Subscription, or (b) place your Subscription on probation (as defined below) in the event that:
i) you are involved in any legal dispute or action with us,a Uddr Customer or other third party which in our view could damage our reputation or impact on our operations. Upon resolution of such legal dispute we reserve the right (but are not obliged) to re-instate your Subscription or we may decide (acting reasonably) to terminate your Subscription upon written notice;
ii) you have failed to provide information we have requested or we have reason to suspect that you have failed to observe or comply with any of these Terms or Subscription Rules that requires further review or legal advice;
iii) we receive complaints or other allegations about your conduct (or that of your directors, officers, employees or contractors) that require us to investigate whether your continued listing as a Partner on the uddr application brings or is likely to bring us into disrepute or damage our goodwill; or
iv) you fail to pay any subscription Fees or other sums when due in accordance with these Terms.
41. If your Subscription is 'suspended', we will notify you of the same (and the initial period of such suspension) and your Partner Details shall be removed from the Partner Admin.
ENDING OR TERMINATING SUBSCRIPTION
42. Your Subscription may be terminated immediately on us giving written notice where:
i) you have committed a breach of any of these Terms or Subscription Rules that cannot be remedied or where you have committed such a breach that can be remedied but you fail to do this within 14 days of us notifying you of such breach;
ii) you behave in a manner that is unacceptable towards any employee of Uddr or use language that is considered abusive, offensive,insulting, derogatory or disrespectful.
iii) you are a business or company and you go into liquidation or administration, have a receiver appointed or suffer any analogous action in consequence of a debt;
iv) you are a person, you are made bankrupt;
v) you cease to carry on the business or trade for which you are listed on our Subscription Database
(or threaten to do so);
vi) we discover that any information provided you is false or incorrect or you have withheld material information that is relevant to your Subscription;
vii) you infringe the Uddr IP or do anything that (in our view) brings, or is likely to bring the Company's reputation into disrepute or damages, or is likely to damage, our goodwill (including any complaints or other allegations about your conduct or that of your directors, officers,employees or contractors);
viii) you fail to pay any Fees or other sums when due in accordance with these Terms; or
a) for any reason, we consider it appropriate to terminate your Subscription to safeguard our reputation such as the following:
b) material changes to the ownership or composition of your trade, business, company or personnel that are of such fundamental effect that(in our reasonable view) it is appropriate to terminate your Subscription and request that you apply as a new Partner; or
c) where we suspect you have attempted to mislead or deceive us or the public by: re-branding or reconstituting your business under a new name, or the posting of false information, or the taking of other steps to artificially improve or manipulate your Reviews or ratings on the uddr mobile app.
43. We can without notice, terminate your Subscription if information is received from Police that indicates you are in breach of these Terms or that you have acted (or are acting) in a manner which damages our goodwill or is likely to bring the Company's reputation into disrepute(although we may not be able to share such information with you due to confidentiality obligations or other legal restrictions).
44. You may terminate your Subscription 'for cause' on giving us written notice, where (a) we have committed a breach of any of these Terms that cannot be remedied or where we have committed such a breach that can be remedied but fail to do this within 14 days of you notifying us of such a breach; or
(i) where we provide you with notice of a modification or update to these Terms or variation to the Fees that you do not accept, provided you terminate your Subscription prior to the date of such modification, update or variation coming into effect.
45. Termination of any right you have as a Partner to advertise on the uddr mobile application may be made by you in writing,provided that this is received by us at least 30 days prior to the date your subscription will end.
WHAT HAPPENS AFTER TERMINATION?
46. Termination of your Subscription shall be without prejudice to the rights of either party, which accrued prior to the date of such termination including any outstanding payment obligations.
47. If your Subscription is terminated for whatever reason,you shall not be entitled to a refund of your Subscription payments or any part of it.
48. When your Subscription terminates:
i) Your listing on our live mobile application & website will be removed by us at the next available opportunity although you accept we may keep your Subscription Details for a reasonable period to allow us to deal with any customer complaints, issues or investigations relating to your time as a Partner or for legal or regulatory purposes.
ii) you must not do or say anything from that date to give the impression that you continue to be a Partner or are in someway associated with or endorsed by us.
GENERAL
49. You confirm that you are not agreeing to these Terms in reliance of any representation made by us other than those which are expressly set out here in writing. All descriptions and other information in our advertising and publicity material are illustrations only and do not form part of these Terms. These Terms constitutes the entire agreement between us and you and supersede and extinguish all previous agreements, promises, assurances,warranties, representations and understandings between ourselves relating to your Subscription or Subscription Services, whether written or oral.
50. Should any part of these Terms be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion which (if legally permitted) shall remain in full force and effect.
51. We may assign any of our rights and transfer, delegate or subcontract any of our obligations under these Terms.
52. In these Terms the use of the words 'includes', 'including'or 'in particular' shall be treated as illustrative only and are not intended to limit or restrict the general meaning of the preceding words or phrases.
53. These Terms are subject to English law. To the maximum extent legally permitted, you agree that any dispute relating to the Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales and any proceedings relating to a dispute shall be in the English language.
54. Any notice to be given in writing under these Terms must be sent to us by registered mail or by hand (or by fax or email, provided that it is confirmed by written evidence of receipt) to our registered address (as detailed above) or to you at the most recent address provided to us for inclusion on our Subscription Database.
55. Uddr reserves the right from time to time to market promotional discounts and offers to potential Partners. In such cases these Terms for such may be varied on those specific cases but shall not affect existing Partners
Uddr Ltd September 2020