Version: 18 December 2023

Contents:

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the Etikbee Platform which is available at "https://www.etikbee.com" (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Etikbee Ltd (Company Number 15324395) being a company incorporated in England and Wales with registered office address at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (Etikbee, we, us or our).

The remainder of this agreement is divided into three parts:

• Part A - Customers, which sets out additional terms that apply to Customers, being users who purchase or hire goods, or engage services, via the Platform;
• Part B - Merchants, which sets out additional terms that apply to Merchants, being individuals, companies and Charities who list goods and services on the Platform;
• Part C - Charities, which sets out additional terms that apply to Charities with an Account; and
• Part D - All Users, which sets out terms that apply to all Users, including if you are just browsing the Platform.

If you intend to use the Platform as a Customer, only Part B and Part C of these terms will apply to you.

If you intend to use the Platform as a Merchant, only Part A and Part C of these terms will apply to you.

When we talk about “Charity” or “Charities” in this agreement, we are referring to the Charities which have Accounts on our Platform.

 

PART A - CUSTOMERS

YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your Products, in some cases, you can change your mind and get a full refund.
Please note this does not include contracts for goods that are made to your specifications or are clearly personalised or for services which are provided within the 14 day period (such as our Platform Fee).

The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all Products are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights. This may not apply to certain Merchants, or Products, on our Platform and each Merchant is responsible for complying with the Consumer Rights Act 2015 in respect of any Orders on our Platform.

During the expected lifespan of your Product, if this Act applies to you, you’re entitled to the following:

• up to 30 days: if your goods are faulty, you can get a refund;
• up to six months: if it can’t be repaired or replaced, then you’re entitled to a full refund in most cases;
• up to six years: if the goods do not last a reasonable length of time, you may be entitled to some money back.

This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.

The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.

If you have any questions about this contract or any orders you have placed, please contact us from the ‘Contact Us’ page on our website.

1. INFORMATION WE GIVE YOU

1. By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that a merchant must give you certain key information before a legally binding contract between you and the merchant is made. This information is set out at the start of these terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the website, or at the contact email address above, and we will provide you with a copy of this information.
2. The key information we give you by law forms part of this contract (as though it is set out in full here).
3. If we have to change any key information once a legally binding contract between you and us or a Merchant is made, we can only do this if you agree to it.

2. ORDERS AND FEES

1. Browsing the Platform and creating an Account (as set out in clause 22) is free.
2. We charge a commission on all orders (whether for the purchase or hire of goods, or services) on the Platform (Platform Fee). The Platform Fee is payable by Customers.
3. You acknowledge and agree that:
   1. if you place an order to purchase Products on the Platform (Order), that will constitute your entry into a contract with the Merchant of the Product or Service in your Order.
   2. To place an Order, you must pay the price listed for the Product or Service on the Platform which will include:
      1. The Merchant’s listed price for the Product or Service (Product Fee);
      2. the Platform Fee; and
      3. any applicable delivery fee if not already included in the Product Fee,
      which you will be notified of at checkout (Price).
   3. The Price will be debited from your account and Etikbee will keep the Platform Fee. The remainder of the Price will be paid to the Merchant.

3. PAYMENT

 3.1. PAYMENT OBLIGATIONS

1. (Payment obligations) Unless otherwise agreed in writing you must pay the Price for all Orders including the Platform Fee and any applicable shipping or delivery costs specified in an Order prior to the Merchant providing the Products or Services.
2. (Release) You agree to release Etikbee and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing your payment.

 3.2. ONLINE PAYMENT PARTNER

1. We use third-party online payment partner, currently Stripe (Online Payment Partner) to collect payments on the Platform, including for our Services.
2. The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, available here: https://stripe.com/gb/legal/consumer.
3. You agree to release Etikbee and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.
4. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

4. DONATIONS

1. Merchants may indicate on a Listing if they will donate all or part of the Product Fee to a Charity (Donation Listing).
2. Where you submit an Order in respect of a Donation Listing (Donation Order):
   1. the sum to be donated to (Donation Amount) will be shown at checkout;
   2. the Donation Amount will be paid from the Product Fee (being the amount payable to the Merchant) and not an additional charge to you; and
   3. you agree to the Donation Amount being paid to the Charity.
3. If you cancel all or part of a Donation Order, including seeking a refund for all or part of the Price paid, you acknowledge and agree that the Donation Amount may not be paid to the Charity.

5. CANCELLATIONS & REFUNDS

 5.1. CANCELLATIONS BY A MERCHANT

1. Etikbee will have no liability or obligation to you if a Merchant cancels a Listing or an Order after it has been agreed and you will not be entitled to any compensation from Etikbee in relation to any such cancellation, including any portion of the Platform Fee.

 5.2. PLATFORM FEE

1. The Platform Fee is by default non-refundable for change of mind. However, Etikbee may, in its absolute discretion, issue refunds of the Platform Fee in certain circumstances.

 5.3. CANCELLATIONS BY YOU

1. If you wish to cancel an Order before the Merchant has delivered the Product or Service, you must cancel your Order using the functionality on the Platform. If Etikbee decides to investigate your cancellation, you must provide assistance and information to Etikbee as reasonably requested.
2. If you cancel an Order, whether the relevant Product Fee paid by you is refundable will depend on the cancellation policy and refund policy of the relevant Merchant and whether any statutory rights (such as those set out in clause 1) apply to your Order. Please note that some statutory rights may not apply where a Merchant is a consumer or for certain types of Products or Services.
3. As an additional security feature, fees paid by Customers are held for up to 14 days before they are paid to Merchants and Charities (if applicable).
4. If you cancel your Order within the 14 days period, and the Order cancellation is accepted by the Merchant, then we may refund you the amount in which you are entitled to directly.
5. Refunds may take a few days to process. We are not obliged to issue refunds, and may not be able to process a refund if the Order cancellation is disputed by a Merchant.
6. We will always use our best endeavours to assist you with Order cancellations, in accordance with clause 30.

6. RATINGS AND REVIEWS

1. Customers may rate a Listing (Rating) and/or may provide feedback to Merchants regarding the products or services Customers received from them (Review).
2. Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Merchant Account and/or Listing is removed or terminated.
3. Customers must only provide true, fair and accurate information in their Reviews.
4. If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Customer from posting further Reviews. We do not undertake to review each Review made by Customers.
5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
6. You may not publish Reviews of Merchants to whom you have a personal or professional relationship (separately from the Platform).
7. You may only write a Review about a Merchant if you have had a buying or service experience with that Merchant, which means that:
   1. you have purchased a product or service from that Merchant via the Platform; or
   2. you have placed an order with the Merchant via the Platform; or
   3. you can otherwise document your use of the Merchant’s service, including via correspondence or other interaction with the Merchant via the Platform,
   (collectively referred to as a Service Experience).
8. You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend.
9. You may not write a Review about a Merchant you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Merchant, or work for the Merchant. Similarly, you may not write a Review about a direct competitor to the Merchant you own, are employed by or work for.
10. Your Service Experience must have occurred within the last 12 months when you submit a Review.
11. You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Merchant to write a Review, you should include information about this in your Review. Incentives include the Merchant offering you a gift, reward, discount or advantage for writing a Review about the Merchant.

7. LINKED BUSINESSES

You acknowledge and agree that:

1. the Platform provides links and introductions to Merchants owned and operated by third parties that are not under the control of Etikbee;
2. the provision by Etikbee of introductions to Merchants does not imply any endorsement or recommendation by Etikbee of any Merchant;
3. Etikbee does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Merchant who uses or is listed on the Platform; and
4. any terms and conditions relating to a Listing or quote provided via the Platform constitute a contract between you and the Merchant once agreed in accordance with clause 2 and do not involve Etikbee in any way.

8. COMMUNICATION OUTSIDE THE PLATFORM

1. You must not communicate with a Merchant, or request or entice a Merchant to communicate with you, outside the Platform (except in the course of accepting Merchant products or services that were agreed in a Listing).
2. Etikbee, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 8.

 

PART B - MERCHANTS

9. ELIGIBILITY AND QUALIFICATIONS

1. You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the Platform.
2. If in any of your Listings or anywhere on your Account you hold yourself out to possess certain qualifications (Qualifications), you warrant to Etikbee that you do hold such Qualifications and if requested, will promptly provide Etikbee with evidence of the Qualifications.

10. LISTINGS

You acknowledge and agree that:

1. you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide new or used goods for sale or hire (Products) or sustainable services for hire (Services) (Listing);
2. We require Listings to be consistent with our values as set out on our Platform here: About us;
3. Etikbee may in their sole discretion:
   1. choose not to accept any Listing you submit to the Platform;
   2. remove any Listings from the Platform;
   3. limit the number of Listings you can submit to the Platform;
4. any information you supply in a Listings must be true, timely and accurate;
5. you must take all reasonable steps to complete an Order including but not limited to (as the case may be):
   1. deliver the Products; or
   2. complete the Services,
   as described in every Listing and corresponding Order, including by not cancelling any part of such a Listing;
6. you must deal with any dispute with a Customer in accordance with clause 30;
7. any additional terms and conditions relating to a Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve Etikbee in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement;
8. Etikbee will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Listing; and
9. a Customer may review any Listing or Services you provide under a Listing on the Platform in accordance with clause 6; of this agreement.

11. PROVISION OF SERVICES

1. You must ensure that all Services specified in a Listing that is accepted by a Customer are provided:
   1. in accordance with all applicable laws, regulations, tax obligations and industry standards;
   2. with due care and skill and in a professional, punctual and diligent manner;
   3. so that the services are fit for their intended purpose; and
   4. on the date and at the times set out in the Order.
2. If a Customer requests to reschedule the delivery time for the Services, you may choose to accept or reject such a request.

12. FEES

1. Viewing the Platform and posting a Listing is free.
2. You will be required to quote the cost of:
   1. In respect of Services, providing the Services specified in each Listing to a Customer;
   2. In respect of Products for Sale, the cost of the Product on a per item basis, plus any shipping or delivery costs;
   3. In respect of Products for Hire, the cost of hiring the Product per day, plus any shipping or delivery costs, (Product Fee).
3. We will charge the Customer a fee in addition to your Product Fee (Platform Fee) for each Listing that is accepted by a Customer.
4. When a Customer accepts a Listing, they will be prompted to pay the Product Fee, plus the Platform Fee and any shipping or delivery costs (if any) (together, the ‘Price’).
5. Subject to clause 13.13.1(d) the balance of the Price minus the Platform Fee (Your Revenue) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.
6. You:
   1. appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting Your Revenue from the Customer;
   2. agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and
   3. agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, and which may be delayed to facilitate simplified refunds in accordance with this agreement. The Online Payment Partner’s current payment terms are available here: https://stripe.com/docs/payouts.
7. Etikbee reserves the right to change or waive the Platform Fee at any time by updating this agreement, on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.
8. You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including VAT) will be calculated and charged on the Product Fee and we will calculate the Platform Fee on an amount equal to the Product Fee plus any taxes applicable to the Product Fee.

13. DONATIONS AND CHARITIES

1. Merchants may, from time to time, donate part of the Product Fee to a Charity.
2. You can indicate on your Listing using the functionality of the Platform the percentage of the Product Fee which will be donated to the Charity (Donation Amount) (Donation Listing).
3. Charities cannot create a Donation Listing.
4. When a Customer places an Order from a Donation Listing, you acknowledge and agree that:
   1. the Donation Amount will be donated to the nominated Charity on your behalf;
   2. you will receive the Product Fee less the Donation Amount from the Price paid by the Customer; and
   3. you authorise the Online Payment Partner to pay the Donation Amount to the nomination Charity.

14. REFUNDS & CANCELLATIONS

You must ensure that your cancellation policy and refund policy in relation to you or Customers cancelling an accepted Listing is in compliance with all applicable laws.

 14.1. CANCELLATIONS BY MERCHANTS

1. Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel an Order, before you have supplied the goods or performed all the relevant services, you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If Etikbee decides to investigate your request, you must provide assistance and information to Etikbee as reasonably requested.
2. If we accept your request to cancel an Order, we may take one or more of the following actions:
   1. cancel your Account and/or any membership you hold in connection with the Platform;
   2. refund the Product Fee to the relevant Customer; and
   3. if we refund the Product Fee, require you to pay all or part of the Product Fee to us, including any Donation Amount if applicable, and issue you with an invoice for that amount.
3. The Platform Fee is by default non-refundable for change of mind. However, Etikbee may, in its absolute discretion, issue refunds of the Platform Fee in certain circumstances.
4. You agree to honour and comply with the process set out in this clause 6 in the event of a pricing error in a Listing.

 14.2. CANCELLATIONS BY A CUSTOMER

1. If a Customer cancels an Order via the Platform, you will be notified by email (Cancellation Notice).
2. Upon the issue of a Cancellation Notice you must:
   1. Not fulfil the relevant Order if it has yet to be fulfilled;
   2. Either approve or reject the refund of any applicable fees via the Platform; and
   3. Do all things reasonably necessary to cancel the Order.
3. If you accept an Order cancellation, we may take one or more of the following actions:
   1. refund the Product Fee and any delivery fees (Refund Amount) to the relevant Customer including but not limited to directing the Online Payment Partner to process the refund on your behalf and you hereby authorise us to do so; and
   2. if we refund the Refund Amount to a Customer and the Refund Amount or any part of it was already released to you, require you to pay all or part of the Refund Amount to us, including any Donation Amount if applicable, and issue you with an invoice for that amount.
4. By approving an Order cancellation, you authorise us to make a refund to the Customer in accordance with this clause and indemnify us against all claim, liability, loss, cost or damages arising out of or in connection with the refund.
5. If you do not approve an Order cancellation, you may still be required by law to issue a refund to a Customer and you must comply with such laws.

15. BYPASSING

1. You agree that while you are a Merchant on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform.
2. Etikbee may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 7.

16. BINDING CONTRACT

You agree that when a Customer submits an enquiry in response to your Listing, this constitutes their intention and offer to enter into a contract with you, where you will provide the Customer with the service as specified in the relevant Listing, in exchange for payment of the relevant Product Fee. A contract is formed in this respect (between you and the Customer) when you respond to an email or message on the Platform confirming that you accept the Customer’s offer.

17. WARRANTIES

By listing yourself as a Merchant on the Platform, posting a Listing or responding to a Service Request, you represent and warrant that:

1. you are able to fulfil the requirements of the services specified in the Listing or Service Request;
2. you will provide services to each Customer:
   1. using suitably qualified and trained personnel exercising due care and skill in a professional, efficient, diligent and safe manner, and to the best industry standards; and
   2. in compliance with all applicable laws; and
3. any individuals involved in your performance of services to any Customer have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them.

 

PART C - CHARITIES

18. CHARITY STATUS

By creating an Account as a Charity, you warrant that as at the date you create the Account and for the duration of the term in which you have an Account you are a registered charity in England and Wales.

19. CHARITY LISTINGS

To the extent that you post a Listing for goods or services on the Platform, you will be a Merchant and Part B of this agreement shall apply to you.

20. DONATIONS

1. Merchants (other than Charities) may offer to donate part of their Product Fee (as defined in clause 22.1(c)) to a Charity. These types of listings are called “Donation Listings”.
2. Merchants have sole discretion (subject to the Charity having an Account on the Platform) as to the nominated Charity and the Donation Amount (as defined in clause 5.1).
3. Where a Customer accepts a Donation Listing, the Customer will be directed to pay the Price (as defined in clause 22.1(c)) via the Online Payment Platform.
4. The Online Payment Platform will hold the Product Fee until:
   1. The Product Fee less the Donation Amount paid to the Merchant; and
   2. The Donation Amount is part to the Charity nominated by the Merchant on the Donation Listing.
5. Payment of the Donation Amount to the Charity may be delayed by up to 30 days, which you acknowledge and agree is reasonable, to permit refunds which the Customer may be entitled to at law.
6. The donation of the Donation Amount will only take effect when the payment of the Donation Amount is made to the Charity (Donation Payment).
7. If a Customer requests a refund of the Product Fee before the Donation Payment you acknowledge and agree that the Donation Amount may be refunded to the Customer, and neither the Customer, Merchant nor Etikbee shall be liable to you in respect of the Donation Amount.

 

PART D - ALL USERS

21. ELIGIBILITY

1. This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:
   1. over the age of 18 years and accessing the Platform for personal use; or
   2. accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.
2. Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.
3. If you use the Platform on behalf of a company or business you warrant that you have the necessary authority from that company or business to do so.
4. If you are signing up not as an individual but on behalf of your company, your employer, a business, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

22. ACCOUNTS

1. In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
2. As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by Etikbee from time to time.
3. You warrant that any information you give to Etikbee in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
4. Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.
5. Once you complete the Account registration process, Etikbee may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
6. Etikbee reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
7. Etikbee may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

23. USER OBLIGATIONS

As a User, you agree:

1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Etikbee of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
3. to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the Platform:
   1. in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
   2. in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Etikbee;
4. not to act in any way that may harm the reputation of Etikbee or associated or interested parties or do anything at all contrary to the interests of Etikbee or the Platform;
5. not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Etikbee;
6. that Etikbee may change any features of the Platform or Services offered through the Platform at any time without notice to you;
7. that information given to you through the Platform, by Etikbee or another User including a Merchant, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
8. that Etikbee may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

24. POSTED MATERIALS

 24.1. WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
2. the Posted Material is accurate and true at the time it is provided;
3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
8. the Posted Material does not breach or infringe any applicable laws.

 24.2. LICENCE

1. You grant to Etikbee a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Etikbee to use, exploit or otherwise enjoy the benefit of such Posted Material.
2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Etikbee from any and all claims that you could assert against Etikbee by virtue of any such moral rights.
3. You indemnify Etikbee against all damages, losses, costs and expenses incurred by Etikbee arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

 24.3. REMOVAL

1. Etikbee acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Etikbee may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
2. You agree that you are responsible for keeping and maintaining records of Posted Material.

25. REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

Etikbee will have no liability or obligation to you if:

1. a Customer or Merchant cancels at any time after the time for performance of the Listing is agreed; or
2. for whatever reason, including technical faults, the services in a Listing cannot be performed or completed,

and you will not be entitled to any compensation from Etikbee.

26. SERVICE LIMITATIONS

The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Etikbee cannot and does not represent, warrant or guarantee that:

1. the Platform will be free from errors or defects;
2. the Platform will be accessible at all times;
3. messages sent through the Platform will be delivered promptly, or delivered at all;
4. information you receive or supply through the Platform will be secure or confidential; or
5. any information provided through the Platform is accurate or true.

27. INTELLECTUAL PROPERTY

1. Etikbee retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
2. You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it to use the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Etikbee or as permitted by law.
3. In this clause 27, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

28. THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Etikbee accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

29. THIRD PARTY TERMS

1. Any service that requires Etikbee to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
2. Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Etikbee to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

30. DISPUTES BETWEEN USERS

1. You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Etikbee via the Platform. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
3. Any costs you incur in relation to a complaint or dispute will be your responsibility.
4. Etikbee has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
5. Etikbee reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.
6. If you have a dispute with Etikbee, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
7. Notwithstanding any other provision of this clause 30, you or Etikbee may at any time cancel your Account or discontinue your use of the Platform.

31. SECURITY

Etikbee does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

32. DISCLAIMER

1. (Introduction service) Etikbee is a medium that facilitates the introduction of Customers and Merchants for the purposes of buying and selling goods and services. Etikbee simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Merchants in relation to such services or otherwise resulting from the introduction.
2. (Limitation of liability) To the maximum extent permitted by applicable law, Etikbee excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Merchant. This includes the transmission of any computer virus.
3. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.
4. (Indemnity) You agree to indemnify Etikbee and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
   1. breach of any term of this agreement;
   2. use of the Platform; or
   3. your provision or receipt of Services from another User.
5. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

33. CONFIDENTIALITY

You agree that:

1. no information owned by Etikbee, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
2. all communications involving the details of other users on this Platform and of the Merchant are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

34. PRIVACY

You agree to be bound by the clauses outlined in Etikbee’s Privacy Policy, which can be accessed here.

1. We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
2. We also may share your personal information with Users of the Platform, such as customer identity and delivery information with a Merchant. For more information on who we share you personal information with, please see our Privacy Policy.
3. Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

35. TERMINATION

1. Etikbee reserves the right to terminate a User’s access to any or all of the Platform (including any listings, memberships or Accounts) at any time without notice, for any reason.
2. In the event that a User’s Account is terminated:
   1. the User’s access to all posting tools on the Platform will be revoked;
   2. the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and
   3. the User may be unable to view the details of other Merchants (including contact details, geographic details and any other details), and all service listings previously posted by the respective User will also be removed from the Platform.
3. Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, Etikbee will effect such termination within a reasonable time after receiving written notice from the User.
4. Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

36. TAX

You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and Etikbee will not be held accountable in relation to any transactions between Customers and Merchants where tax related misconduct has occurred.

37. RECORD / AUDIT

To the extent permitted by law, Etikbee reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Etikbee.

38. NOTICES

1. A notice or other communication to a party under this agreement must be:
   1. in writing and in English; and
   2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
   2. when replied to by the other party,
   whichever is earlier.

39. GENERAL

 39.1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

 39.2. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

 39.3. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

 39.4. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

 39.5. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

 39.6. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

 39.7. COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

 39.8. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

 39.9. INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word “includes” and similar words in any form is not a word of limitation; and
10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.