Twine Engagement Terms and Conditions
PLEASE READ THESE TERMS CAREFULLY
Where selected by a Buyer, these terms and conditions apply to engagements with Sellers facilitated by the Twine Platform.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyer: The buyer of the Services, being an individual, partnership or company, as set out in the Twine Order Form.
Buyer Materials: has the meaning set out in clause 3.3(j).
Charges: the charges payable by the Buyer for the supply of the Services in accordance with clause 6 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between the Buyer and the Seller for the supply of Services in accordance with these Conditions.
Output: all documents, products and materials developed by the Seller or (where relevant) its employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications, recordings and reports (including drafts).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Buyer's order for the supply of Services, as set out in the Twine Order Form.
Seller: The seller of the Services, being an individual, partnership or company, as set out in the Twine Order Form.
Services: the services, including any Output, to be provided by the Seller under the Contract, as set out in the Twine Order Form.
Specification: the description or specification for the Services set out in the Twine Order Form or as agreed in writing by the Buyer and the Seller.
Twine: Clowdy Limited, trading as "Twine", a company registered in England and Wales with company registration number is 08195808 and whose registered office is at St George's House, 215-219 Chester Road, Manchester, M15 4JE.
Twine Order Form: the form completed by the Buyer on the Twine Platform for the order of Services from the Seller.
Twine Platform: the platform operated by Twine through which the Buyer and Seller have engaged at www.twine.net or www.twine.net.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.
Basis of contract
2.1 The Order constitutes an offer by the Buyer to purchase Services in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted by any act by the Seller consistent with fulfilling the Order at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Seller seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Supply of Services
3.1 The Seller shall from the date set in the Order and for the duration of the Contract provide the Services to the Buyer in accordance with the terms of the Contract.
3.2 The Seller shall meet any performance dates for the Services specified in the Order or that the Buyer notifies to the Seller.
3.3 In providing the Services, the Seller shall:
co-operate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;
perform the Services with the best care, skill and diligence in accordance with best practice in the Seller's industry, profession or trade;
(where relevant) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller's obligations are fulfilled in accordance with the Contract;
ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Output shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Seller;
provide all equipment, tools and vehicles and such other items as are required to provide the Services;
use the best quality goods, materials, standards and techniques, and ensure that the Output, and all goods and materials supplied and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;
obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and with any policies of the Buyer that the Buyer makes known to the Seller;
(where relevant) observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer's premises;
hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Seller ("Buyer Materials") in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer's written instructions or authorisation; and
not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Seller acknowledges that the Buyer may rely or act on the Services.
4.1 If the Seller fails to perform the Services by the applicable dates, the Buyer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
to terminate the Contract with immediate effect by giving written notice to the Seller;
to refuse to accept any subsequent performance of the Services which the Seller attempts to make;
to recover from the Seller any costs incurred by the Buyer in obtaining substitute services from a third party;
to require a refund from the Seller of sums paid in advance for Services that the Seller has not provided; and
to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to meet such dates.
4.2 If the Seller has supplied Services that do not comply with the requirements of clause 3.3(d) then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights:
to terminate the Contract with immediate effect by giving written notice to the Seller;
(where relevant) to return the Output to the Seller at the Seller's own risk and expense;
to require the Seller to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
to refuse to accept any subsequent performance of the Services which the Seller attempts to make; and
to claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Seller's failure to comply with clause 3.3(d).
4.3 These Conditions shall extend to any substituted or remedial services provided by the Seller.
4.4 The Buyer's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
5.1 The Buyer shall:
(where relevant) provide the Seller with reasonable access at reasonable times to the Buyer's premises for the purpose of providing the Services; and
provide such necessary information for the provision of the Services as the Seller may reasonably request.
Charges and payment
6.1 The Charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Seller in respect of the performance of the Services. Unless otherwise agreed in writing by the Buyer, the Charges shall include every cost and expense of the Seller directly or indirectly incurred in connection with the performance of the Services.
6.2 Where Charges are to be paid through the Twine Platform. The Seller shall invoice the Buyer on completion of the Services through the Twine Platform. The Charges shall be paid by the Buyer through the Twine Platform together with any fees payable to Twine for their services and provision of the Twine Platform, and payment shall be made to the Seller via the Twine Platform.
6.3 Where Charges are not to be paid through the Twine Platform. The Seller shall invoice the Buyer on completion of the Services. Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including the relevant purchase order number. The Buyer shall pay Twine for any fees payable to Twine for their services and provision of the Twine Platform via the Twine Platform.
6.4 In consideration of the supply of the Services by the Seller, the Buyer shall pay the invoiced amounts within 30 days of the date of a correctly rendered.
6.5 All amounts payable by the Buyer under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being ("VAT"). If there is any additional VAT to be paid under the Contract by the Buyer to the Seller, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 If the Buyer fails to make a payment due to the Seller under the Contract by the due date, then the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.7 The Seller shall maintain complete and accurate records of the time spent and materials used by the Seller in providing the Services, and shall allow the Buyer to inspect such records at all reasonable times on request.
Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Buyer Materials) shall be owned by the Buyer.
7.2 The Buyer grants the Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Buyer to the Seller for the term of the Contract for the purpose of providing the Services to the Buyer.
7.3 All Buyer Materials are the exclusive property of the Buyer.
8.1 The Seller shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with:
any claim brought against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding the Buyer Materials); and
any claim made against the Buyer by a third party arising out of, or in connection with, the supply of the Services.
8.2 This clause 8 shall survive termination of the Contract.
9.1 Without limiting or affecting any other right or remedy available to it, the Buyer may terminate the Contract:
with immediate effect by giving written notice to the Seller if:
the Seller's financial position deteriorates to such an extent that in the Buyer's opinion the Seller's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
the Seller commits a breach of clause 3.3(h),
for convenience by giving the Seller two weeks' written notice either on the Twine Platform or by e-mail.
9.2 Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of three days after being notified to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Consequences of termination
10.1 On termination of the Contract for any reason, the Seller shall immediately deliver to the Buyer all Output whether or not then complete, and return all Buyer Materials. If the Seller fails to do so, then the Buyer may enter the Seller's premises and take possession of them. Until they have been returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.1 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving three days' written notice to the affected party.
11.2 Assignment and other dealings.
The Buyer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Seller shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Buyer.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.
A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b), business hours means 9.00am GMT to 5.00pm GMT Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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