1. Definitions
In this Agreement, the following terms shall have the following meanings unless the context otherwise requires:
- “Account”: the account allocated to you by us for you to access Symple
- “Agreement”: these Terms and Conditions together with the Registration Acceptance and any document referred to herein
- “Assignment”: your performance of property-related services following your acceptance of the provision of those services through Symple
- “Assignment Request”: a requirement for property-related services listed by a Service User using Symple
- “Assignment Slot”: the date and time for a particular Assignment to take place
- “Authorised Users”: those of your allocated personnel who will have access to the Account
- “Completion”: has the meaning given to it in Clause 6.4
- “Fees”: the fees payable by us to you for each Assignment, as set out in Symple from time to time
- “Keyholder”: any agent, occupier, tenant, licence-holder or other relevant person in respect of a Property
- “Property”: any property imported into Symple by a Service User
- “Service User”: a property-owner, agent or householder customer that has registered for access to Symple
- “Symple”: the application software developed and created by us, as defined at www.symple.co.uk
- “we”, “us” and “our”: Symple Tech Ltd, registered in England and Wales (company number 11531615)
- “you” and “your”: the service provider registering for the provision of property-related services under this Agreement
2. Agreement
The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in whatever form and at whatever time.
Your submission to us of the Registration Form constitutes an offer by you to obtain access to Symple in accordance with these Terms and Conditions. You are responsible for ensuring that the terms of the Registration Form are complete and accurate.
This Agreement shall be legally formed and the Parties shall be legally bound when you have received a Registration Acceptance from us.
3. Term
This Agreement, and your access to Symple, shall commence on the date on which this Agreement is entered into and, unless terminated earlier pursuant to the termination provisions of this Agreement, shall continue until terminated in accordance with Clause 13.1.
4. Symple Platform
We shall make Symple available to you and allow you to accept Assignment Requests within Symple.
You acknowledge that we cannot guarantee uninterrupted, timely or error-free access to Symple due to events beyond our control, and we may need to carry out maintenance from time to time; however, we shall use our reasonable endeavours to minimise downtime.
We reserve the right at our absolute discretion to make changes to Symple at any time, including the right to immediately halt the posting of any Assignment Requests, prevent or restrict access to Symple, and/or take any other action to preserve and protect Symple.
5. Your Account
We shall allocate to you the Account for optimised use of Symple. You may allocate Authorised User access to the Account. Acts and omissions of Authorised Users shall be treated as if they were your acts and omissions.
You must keep your password confidential and immediately inform us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of the Account.
Without prejudice to any other right or remedy, if we reasonably believe that you have failed to comply with any terms of this Agreement, we may rescind this Agreement, remove any Assignment from Symple, restrict access to the Account, and/or close the Account.
6. Assignments
When viewing and accepting an Assignment Request, you must follow the instructions on Symple. Within 48 hours of accepting the Assignment Request, you must allocate an Assignment Slot and contact the relevant Keyholder to confirm arrangements.
Within 48 hours of the Assignment Slot, you must upload a digital certificate of completion and/or report for the Assignment. We will only consider an Assignment to be complete (“Completion”) once you have completed that upload, we have verified the certificate, and made it available to the relevant Service User.
When you arrive at a Property during the Assignment Slot, you must contact the Keyholder to gain access, not leave the Property without our approval if you cannot obtain access, and upload a “selfie” photograph of yourself outside the front door of the Property onto Symple.
If you do not arrive to perform the Assignment during the Assignment Slot, or if you are late and the Keyholder is no longer available, no Fees will be payable to you in respect of that Assignment.
7. Our Obligations
We warrant that we shall use our reasonable skill and care in providing Symple and making Assignment Requests available to you for acceptance, that we have all necessary rights to enter into this Agreement, and that we shall comply with all applicable laws in relation to our obligations under this Agreement.
8. Your Obligations
You must:
- Ensure that the terms of the Registration Form are complete and accurate
- Within 48 hours of accepting an Assignment Request, allocate an Assignment Slot
- Perform the Assignment during the Assignment Slot
- Not accept any Assignment Request where you are not qualified, permitted or able to perform the Assignment
- Perform the Assignment in a professional manner with care, skill and diligence
- Have the necessary skill, expertise, qualifications and accreditations to perform any Assignment
- Comply with all health and safety laws, regulations and codes of practice
- Comply with all applicable laws, statutes, regulations and by-laws
- Maintain appropriate insurance coverage at all times
You undertake that you shall not during the term of this Agreement and for 12 months after its termination provide services to, or work directly with, any Service User otherwise than through Symple.
You shall indemnify us against all liabilities, claims, damages, losses and expenses which we may incur as a result of any failure in the performance of an Assignment, any defective workmanship, or any breach by you of this Agreement.
9. Fees and Payment
In consideration of Completion, we shall pay to you the Fees. No Fees shall be due to you until Completion. All Fees are exclusive of VAT.
We will pay for all undisputed Fees within 10 days of Completion. You will not charge for expenses.
You will be an independent contractor and nothing in this Agreement shall render you an employee, worker, agent or partner of us or the Service User. You shall be fully responsible for all taxation arising from the performance of any Assignments.
All payments will be made via Stripe Payment Services, and you agree to be bound by Stripe's terms and conditions.
10. Intellectual Property Rights
We and our licensors own all Intellectual Property Rights in Symple and the Account. We grant to you a limited non-transferable licence to make use of Symple and the Account in accordance with this Agreement. This licence expressly excludes any resale or commercial use of Symple, modifying or copying Symple, and any data extraction or data mining.
11. Confidentiality
Each Party shall keep the other Party's Confidential Information confidential and shall not use such information except for exercising rights under this Agreement, or disclose such information to any third party except as expressly permitted. The provisions of this clause shall continue to apply after termination of this Agreement.
12. Limitation of Liability
Neither Party excludes or limits its liability for fraud, death or personal injury caused by negligence, or any other liability which cannot be excluded by law.
Subject to the above, we shall not have any liability for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of data, loss of goodwill, or indirect or consequential loss. Our total aggregate liability shall be limited to 110% of all amounts paid by us to you in the 12 months prior to the claim.
13. Termination
Each Party may terminate this Agreement with immediate effect at any time on notice to the other Party. You may do this by closing your Account using the functionality available in it.
On termination: you shall cease to have access to Symple; you shall ensure you have uploaded all documentation relating to completed Assignments; and we shall pay any outstanding Fees due to you for the period prior to termination.
14. Data Protection
For information as to how we use personal data, please see our Privacy Policy.
The Parties acknowledge that we are the Controller and you are the Processor of any Personal Data. You must only process Personal Data as described in this Agreement and in accordance with our written instructions.
You warrant that you will comply with Data Protection Laws, implement appropriate security measures, notify us immediately of any data breaches, and not transfer Personal Data outside the United Kingdom without our consent.
15. Insurance
During the term of this Agreement and for a minimum of seven years after its termination, you shall maintain professional indemnity insurance, public liability insurance, and any other relevant insurance with a reputable insurance company. You shall provide us with documentary evidence of such insurance on request.
16. General Provisions
You may not assign or transfer this Agreement without our prior written consent.
We may change this Agreement at any time by sending you an email with details of the change or notifying you when you next access Symple. If you do not agree with the changes, you may terminate this Agreement.
Nothing in this Agreement shall constitute a partnership or employment relationship between the Parties.
17. Governing Law
This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England. The Parties agree that the courts of England shall have exclusive jurisdiction to settle any dispute.
18. Contact
If you have any questions about these Terms, please contact us at providers@symple.co.uk or call 0161 883 3452. Symple Tech Ltd, 2nd Floor Parkgates, Bury New Road, Prestwich, M25 0TL.