1. Introduction

1.1.By using the Service offered through this Website, you are bound by the Terms and Conditions of this Agreement as set out below. If you do not agree to be bound by this Agreement, you may not use or access our Service.

2. Definitions

2.1.“Account Owner” means the registered business entity that has financial responsibility for a Trade Account, the ability to nominate the Trade Account Contact and the responsibility of the Trade Account’s usage.

2.2.“Content” means all postings, messages, text, files, images, photos, video, sounds, or other materials posted on the Website by you.

2.3.“Company”, “Shift Connect”(“us”, “we”, “our” and “ours”) means Shift Connect Ltd, 5 Brayford Square, London E1 0SG 2.5.“Contractor” means any person who submits or publishes a Job on the Website for Sub-contractors to view and Express Interest in.

2.6.“Expressing interest” means contacting, quoting or messaging a Contractor found via our Service.

2.7.“Job” means a project/job submitted by a Contractor via our Service.

2.8.“Lead” means a Job which we give Sub-contractors the opportunity to Express Interest in.

2.9.“Service” means any service that is provided by Shift Connect to you. This includes but is not limited to: provision of contact details, information about Jobs, industry information and other products. The Services may be provided through the Website, telephone or by any other electronic means.

2.11.“Service Agreement” means any agreement reached between a Sub Contractor and a Contractor concerning the services to be performed. A Service Agreement can be reached by; a verbal exchange, telephone, SMS, email or in the form of a written statement/contract.

2.12.“Shortlist” means an event where a Contractor chooses to share their contact details with a Sub Contractor via the Website and the Contractor receives the Sub Contractor’s telephone number.

2.13.“Shortlist Fee” means the agreed amount owed by a Sub Contractor to Shift Connect when contact details are exchanged as a result of being Shortlisted for a Job.

2.14.“Trade Account” means an online profile associated with a Sub Contractor registered on our Website.

2.15.“Trade Account Contact” means the person who is named on the Trade Account and has day-to-day usage of the Trade Account. This includes activities such as Expressing Interest in jobs and communicating with Contractors.

2.16.“Sub-contractors” and “Sub Contractor” means any business, partnership or sole trader who registers on the Website in order to connect with Contractors.

2.17.“You” means anyone making use of the Shift Connect Services including, but not limited to, Sub-contractors and Contractors.

2.18.“Website” means the website Shift Connect.com and Shift Connect-plus.com (or any other domain owned and controlled by Shift Connect) and all the pages, Content and sub-domains contained therein.

3. Overview

3.1.ShiftConnect.co.uk provides a marketplace that helps Contractors find great Sub-contractors and helps great Sub-contractors win more work. Working on a principle of accountability through feedback, Sub-contractors are rated on their workmanship by those who hire them through the platform.

4. Accuracy of Information

4.1.Although we attempt to ensure that it is correct and accurate, Shift Connect cannot guarantee the accuracy of the information on the Website, and is not liable for any problems or losses arising from errors in the Content.

4.2.In using the Services provided by Shift Connect, you acknowledge that Shift Connect is not acting as a contractor or agent and is not responsible for any work done by a Sub Contractor registered on the Website. It is the responsibility of the Contractor to select a suitable Sub Contractor and to negotiate the terms for any work that they undertake. Shift Connect will not be involved or held liable for any Service Agreement between the Contractor and Sub Contractor.

4.3.All Contractors warrant that before entering into a Service Agreement with any Sub Contractor, they will verify further details such as confirmation of insurance cover, Sub Contractor guarantees, the Sub Contractor’s qualifications and any other documentation or information to ensure they are comfortable to employ the Sub Contractor.

4.4.Shift Connect is not a party to any Service Agreement, contract or other agreement that may arise between a Contractor and Sub Contractor as a result of their use of our Service. Accordingly, we are not liable for any loss or damage that you incur resulting from any such agreement. This clause shall survive the termination of this Agreement.

5. Content

5.1.You agree to use the Website for lawful purposes only and in a way that does not: infringe the rights of, restrict, or inhibit any other user’s use and enjoyment of the Website.

5.2.Messages, profiles, job descriptions, Feedback and other Content must:

5.2.1.not include any profanities;

5.2.2.not include any racial slurs, sexist remarks or any other offensive language; and

5.2.3.not include your contact details or links to any other websites.

5.3.You are responsible for all Content that you post, message or otherwise make available via our Service.

5.4.You understand that Shift Connect does not control, and is not responsible for Content made available through the Service. Furthermore, the Website and Content available may contain links to other websites, which are completely independent of Shift Connect. Shift Connect makes no representation or warranty as to the accuracy, completeness, security or authenticity of the information contained in any such website.

5.5.Visiting links to any other websites is at your own risk. You agree that you will evaluate, and bear all risks associated with the use of that linked website.

5.6.Shift Connect will not be liable for any loss or damage incurred as a result of your use of any Content posted or otherwise made available via Shift Connect.

5.7.You understand that Shift Connect does not pre-screen or approve all Content. However, Shift Connect shall have the right but not the obligation and at its sole discretion to monitor, remove or alter any Content that is available on the Website for any reason whatsoever.

6. Intellectual Property

6.1.Shift Connect owns all the intellectual property rights relating to the Website, including the designs, text, database, graphics and layouts. You agree to not use or copy any part of the Website without our express permission.

6.2.The Shift Connect logo may be used by Sub-contractors whilst they are associated with an active Trade Account. In the event that a Trade Account is terminated, any Sub Contractor associated with the terminated account must remove the Shift Connect logo and reference to their previous affiliation with Shift Connect from all marketing/information material associated with that Sub Contractor as soon as possible and within 28 days of the account’s termination.

6.3.In the event that you inappropriately or illegally use any of the intellectual property owned by Shift Connect, your account may be terminated and we reserve all rights to take the appropriate legal action against you.

6.4.The intellectual property rights on all Content that you upload to Shift Connect are retained by the copyright owner. These are added to the Website by you at your own risk. In doing so you hereby grant Shift Connect a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the data for any purpose.

6.5.For the avoidance of doubt, paragraphs 6.1, 6.2, 6.3 and 6.4 and the rights and obligations therein shall survive in the event this Agreement is terminated.

7. Dealings with organisations and individuals

7.1.Your interactions (including payment and delivery of goods or services and/or any other terms of agreement) with organisations and/or individuals found through the Website are solely between you and such organisations.

7.2.You agree that Shift Connect shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and another Contractor/Sub Contractor on this Website, or between you and any third party, you understand and agree that Shift Connect is under no obligation to become involved.

7.3.In the event that you have a dispute with one or more other Contractor/Sub Contractor, you hereby release Shift Connect, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Service.

8. Feedback

8.1.Sub-contractors will be subject to Feedback from Contractors if, after Expressing Interest, a Service Agreement is reached to carry out some or all of the job advertised or similar or related work. Sub-contractors are offered an opportunity to respond to any negative Feedback.

8.2.Sub-contractors understand that Shift Connect is not responsible for any Feedback that Contractors post, or any harm done by such content. A Contractor who posts Feedback is directly responsible for its Content and the accuracy/legality of any such Feedback.

8.4.We perform a number of checks on Feedback with the aim of ensuring that Feedback is authentic and posted by a genuine Contractor. We have the sole discretion to remove Feedback that appears to be fake, but make no claim or warranty about the accuracy or authenticity of any Feedback. Shift Connect may, at its sole discretion, also remove Feedback at the request of the author.

8.5.You shall indemnify, hold harmless and defend Shift Connect from any claim for libel and/or defamation caused by content posted on the Website by you or any related third party. This clause shall survive the termination of this Agreement.

9. Payment Terms

11.1.You agree that you are responsible for paying our invoices within the payment terms of the invoice. If your account has an invoice which is more than 14 days overdue your account will be automatically restricted.

11.2.You understand that we only accept payment for all invoices online by credit or debit card. By designating a card to be billed, you confirm that you are authorised to make such a purchase. Shift Connect may designate or change any third-party provider to accept payment of your invoice at any time.

11.3.You agree to receive all invoices by email to the email address listed on your Trade Account. It is your responsibility to ensure that this email address is secure and working correctly.

11.4.It is your responsibility to keep a copy of all your invoices securely. Shift Connect does not accept any responsibility for your record-keeping duties owed to any third party including, but not limited, to HM Revenue and Customs.

10. Refunds

12.1.Refunds are rarely given but may occasionally be offered in limited circumstances. Any decision to issue a refund is made in line with our internal policies (that may be changed from time to time) and made at our sole discretion.

12.2.Any refund that is offered to Sub-contractors will only be provided by way of Account Credit or credit note.

13. Account Credit

13.1.From time to time, Shift Connect may offer you Account Credit. Account Credit cannot be exchanged or returned for cash. Account Credit cannot be transferred to any other Trade Account.

13.2.Each time you incur a Shortlist Fee, your account balance will be reduced by the value of the Shortlist Fee displayed on the lead page. If the Shortlist Fee is not fully paid by your credited account balance, an invoice will be issued for the remaining amount.

13.3.The Account Credit will be provided to you with an expiry date. When an expiry date is reached, any Account Credit remaining will expire and will be removed from your account balance.

14. Failed & Disputed Payments

14.1.If you have a question about a charge on your credit or debit card, you agree to contact us using the form available on site.

14.2.Should any payment method you use fail or is later reclaimed by the bank or card issuer you agree to pay any costs incurred by us plus a £20 + VAT administration fee.

15. Change of Account Ownership and Trade Account Contact

15.1.There are only limited circumstances in which an Account Owner or a Trade Account Contact can be changed to a different person or legal entity. At no time may an Account Owner or Trade Account Contact be changed to an individual or organisation not associated with the Account Owner.

15.2.In the event that an Account Owner is a limited company/partnership and that limited company is dissolved or partnership is terminated, you agree to inform us using the form available on our Contact Us page immediately.

15.3.All Account Owner and Trade Account Contact changes are made at our sole discretion, in line with our internal policy that may be changed from time to time.

16. Limitations

16.1.You acknowledge that Shift Connect may establish limits concerning the use of our Website, including, but not limited to, the maximum number of days that content will be retained by the website, the maximum number and size of job postings, email messages, or other content that may be transmitted or stored by the Website, and the frequency with which you may access the website.

16.2.All Contractors acknowledge that Shift Connect cannot guarantee that a Sub Contractor will express interest in their Job. Further, in the event of a Shortlist we cannot guarantee that the Sub Contractor will be available to quote or complete the Job.

16.3.You agree that Shift Connect has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Website. You also acknowledge that Shift Connect reserves the right at any time to modify or discontinue the Website (or any part thereof) with or without notice. Shift Connect shall not be liable to you or to any third party for any modification, suspension or discontinuance of any Services.

17. Termination of service

17.1.You agree that Shift Connect, at its sole discretion, has the right (but not the obligation) to deactivate your account, block your email address, or otherwise terminate or restrict your access to or use of our Website. We may do so immediately and without notice to you, for any reason, including if Shift Connect believes that you have acted inconsistently with the spirit of this Agreement.

17.2.You agree that Shift Connect shall not be liable to you or any third-party for any termination or restriction of your access to the Website.

17.3.You agree not to attempt to use the Website after your account has been terminated.

18. Changes

18.1.We reserve the right to change or update this Agreement from time to time. As a user of the Website, you are responsible for acknowledging any updates to this Agreement. If you fail to do so, your access to our Website may be restricted.

19. Governing Law & Jurisdiction

19.1.This Agreement shall be governed by and construed in accordance with English law. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts.

19.2.If any provisions hereof are held to be illegal or unenforceable, such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated.