PLEASE READ THESE TERMS CAREFULLY
BY USING THE TWINE PLATFORM AND SUBSCRIBING TO OUR SERVICES YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE TWINE PLATFORM.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).
1.1 Who we are. We trade under the name "Twine" and we are Clowdy Limited a company registered in England and Wales. Our company registration number is 08195808 and our registered office is at St George's House, 215-219 Chester Road, Manchester, M15 4JE.
1.2 Contacting us. To contact us telephone our customer service team at +44 161 710 3084 or contact us.
What these terms do
2.1 The Twine Platform is for use by business users (whether sole traders, partnerships or companies / corporations) only. The Twine Platform is provided subject to these terms and conditions ("Terms"). It is a platform where freelancers providers of creative content ("Sellers") and potential buyers of creative content ("Buyer") can meet, download or upload materials ("Content") and engage for the provision of services by the Seller (an "Engagement"). You may also subscribe to services we offer (the "Subscription Services") subject to these Terms.
2.2 Where we refer to "You", we are referring to you as either a Seller or a Buyer. These Terms are only in respect of your use of the Twine Platform and where you subscribe to our services, and are not in respect of any Engagement. For any Engagement the Twine Engagement Terms and Conditions will apply for the Buyer and Seller.
2.3 Where we refer to "jobs" on our website, we are referring to Engagements between contracts and the use of the word "job" is not intend to imply any employment relationship.
2.4 Your use of the Twine Platform and the Subscription Services is also subject to the following terms:
Our Website Terms and Conditions;
2.5 You must be 18 to accept these Terms, and to use the Twine Platform and receive any Subscription Services.
2.6 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. Next time you use the Twine Platform following any changes to these terms, you will be asked to agree to the amended terms before you can use the Twine Platform. If you do not accept the changes you will not be permitted to continue to use the Twine Platform and the Subscription Services.
2.7 Twine reserves the right to modify the Terms. You are responsible for providing your own access to the Service. Twine has no obligation to screen or monitor Content and does not guarantee that Content available on the Service complies with the Terms and Conditions or is suitable for all users.
Use of the Twine Platform and our Subscription Services
3.1 We license you to use the Twine Platform and any Subscription Services you subscribe for as permitted in these Terms.
3.2 Twine provides its users with a business to business technology platform. We expressly do not provide any services as a recruitment or temporary work agency (as defined by the Agency Workers Regulations 2010, the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Business Regulations 2003). Twine shall not moderate or intervene in the relationship between the Buyer and the Seller except where expressly provided for in these Terms and shall not conduct any checks on a Buyer's suitability for any Engagement. You agree that Twine is not a party to any contract between the Buyer and the Seller. Twine shall have no involvement in and shall not intervene in any dispute between the Buyer and the Seller.
3.3 Sellers: Twine is not under any obligation to provide any Seller with an Engagement or supply any Buyer with a Seller for an Engagement. Sellers shall exclusively determine whether they have the skills and experience required for each Engagement. Sellers are not employed by Twine and Twine does not control what Engagements the Sellers accept or what terms they agree to. Sellers are solely responsible for determining, and have the sole right to determine, what Engagement(s) to accept and are not supervised, controlled or directed by Twine.
3.4 Buyers: Buyers are permitted to post project briefs on Twine's website. Buyers are expressly not permitted to post any advertisements which seek to recruit an individual to work as an employee (incluing full-time, part-time, permanent or temporary) whether with the Buyer or any other employer on Twine's website and any such posts will be removed. Buyers shall exclusively determine whether the Seller has the skills and experience to undertake an engagement and Twine makes no warranty as to the Sellers' suitability for an Engagement.
3.5 You agree to indemnify Twine for any losses, including fines and legal costs, howsoever caused which arise from your breach of 3.2, 3.3 and 3.4 of these Terms.
3.6 The Twine Platform and the Subscription Services are provided on an "as is" and "as available" basis. You therefore use the Twine Platform and the Subscription Services at your own risk. Twine expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Twine makes no representations or warranties:
that the Twine Platform nor Subscription Services will be uninterrupted or error-free;
that the Twine Platform nor the Subscription Services will be permitted in your jurisdiction;
concerning any Content submitted by any user;
concerning any third party's use of Content that you upload;
that your Content will be made available on the Twine Platform or will be stored by Twine;
that Twine will continue to support any particular feature of the Twine Platform or any Service;
that the Twine Platform nor Subscription Services will meet your business or professional needs; or
concerning sites and resources outside of the Subscription Service, even if linked to from the Service.
3.7 We are not responsible for other websites you link to the Twine Platform or the Subscription Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
3.8 You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
4.1 You may use the Twine Platform to engage with a Seller or Buyer. These Terms will not apply to any Engagement, and the Twine Engagement Terms and Conditions will apply. We are not party to any Engagement, which are between the relevant Seller and the relevant Buyer.
4.2 (Unless agreed with Us in writing) all Engagements shall be via the Twine Platform and all payments will be made through the Twine Platform and via Paypal, Braintree, Stripe or any other payment method we may state on the Twine Platform.
5.1 To use the Twine Platform and the Subscription Services you must registered an account on the Twine Platform (your "Account"), and must provide us with certain information about you. You can create your Account via third party services such as Facebook or Google.
5.2 You must treat your user identification code, password and any other piece of information as part of our security procedures as confidential. You must not disclose it to any third party.
5.4 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us via the Twine Intercom Chat or firstname.lastname@example.org.
6.1 As users of the Twine Platform, you may access the Subscription Services by way of a subscription:
Free services – an ad-based, free-of-charge services;
Pro services – a subscription fee-based service which enables you to have more features as set out on the Twine Platform; and
Enterprise services – for use by Buyers who require a number of Engagements, providing a more beneficial payment structure.
6.2 These Terms apply to the subscription by you and supply of Subscription Services by us to you (a "Subscription Contract"). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
6.3 Entire agreement. The Subscription Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Subscription Contract.
6.4 Language. These Terms and the Subscription Contract are made only in the English language.
6.5 You should print off a copy of these Terms or save them to your computer for future reference.
6.6 Please follow the onscreen prompts to subscribe. (Unless agreed with Us directly in writing) You may only subscribe using the method set out on the Twine Platform. Each application to subscribe is an offer by you to buy the Subscription Services specified under that subscription package subject to these Terms.
6.7 Correcting input errors. Our subscription process allows you to check and amend any errors before submitting your order to subscribe to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
6.8 Acknowledging receipt of your subscription. After you apply to subscribe, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your subscription has been successful. Our acceptance of your order to subscribe will take place as described in clause 6.9.
6.9 Accepting your subscription. Our acceptance of your subscription takes place when we send an email to you to accept it ("Subscription Confirmation"), at which point and on which date ("Subscription Start Date") the Subscription Contract between you and us will come into existence.
6.10 If we cannot accept your order. If we are unable to accept your application to subscribe for any reason, we will inform you of this by email. If you have already paid for the Subscription, we will refund you the full amount.
Our Subscription Services
7.1 Descriptions, videos, animations and illustrations. Any descriptions, videos, animations or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Subscription Contract or have any contractual force.
7.2 Changes to specification. We reserve the right to amend the specification of the Subscription Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Subscription Services, and we will notify you in advance of any such amendment.
7.3 Reasonable care and skill. We warrant to you that the Subscription Services will be provided using reasonable care and skill.
8.1 It is your responsibility to ensure that:
you co-operate with us in all matters relating to the Subscription Services;
you provide us with such information and materials we may reasonably require in order to register your Account, create a profile and for use of the Twine Platform and the Subscription Services, and ensure that such information is complete and accurate in all material respects, and not in any way misleading;
you obtain and maintain all necessary licences, permissions and consents which may be required for your use of the Twine Platform or the Subscription Services;
you comply with all applicable laws in your location in respect of your use of the Twine Platform and the Subscription Services; and
you comply with your obligations under any Engagement.
8.2 If our ability to perform the Subscription Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8.1 ("Your Default"):
we will be entitled to suspend performance of the Subscription Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Subscription Services, in each case to the extent Your Default prevents or delays performance of the Subscription Services. In certain circumstances Your Default may entitle us to terminate the Subscription Contract under clause 15 (Termination);
we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Subscription Services; and
it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
9.1 In consideration of us providing the Subscription Services under your Subscription you must pay the subscription fees as advertised on the Twine Platform at the Subscription Start Date (the "Subscription Fee") in accordance with this clause 9.
9.2 Where you enter into an Engagement, in consideration of us providing the Subscription Services, the engagement fees as advertised on the Twine Platform for each Subscription Service will be retained from any payments made under any Engagement in accordance with this clause 9.
9.3 We take all reasonable care to ensure that the Subscription Fees are correct at the time when the relevant information was entered into the system.
9.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Subscription Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
How to pay for Subscriptions
10.1 Payment for the Subscription Fees is in advance.
10.2 You can pay any Subscription Fees by using the third party payment services on the Platform, and you will be subject to the terms and conditions of business of any third party payment service.
Intellectual property rights
11.1 All intellectual property rights in the Twine Platform, and in or arising out of or in connection with the Subscription Services (other than intellectual property rights in any Content) will be owned by us.
11.2 All intellectual property rights in any Content is owned by you.
11.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Content for the term of the Subscription Contract for the purpose of providing the Subscription Services to you.
How we may use your personal information
12.1 We will use any personal information you provide to us to:
provide the Subscription Services;
process your payment for the Subscription Services; and
inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Subscription Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Subscription Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
13.3 Subject to clause 13.1, our total liability to you arising under or in connection with the Subscription Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of any Subscription Fees paid.
13.4 We have given commitments as to compliance of the Subscription Services with the relevant specification in clause 7. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Subscription Contract.
13.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms and Conditions.
13.7 This clause 13 will survive termination of the Subscription Contract.
14.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 We each may disclose the other's confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Subscription Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Subscription Contract.
15.1 Failure to comply with these Terms constitutes a material breach of the Subscription Contract, and may result in our taking of all or any of the following actions:
Immediate, temporary or permanent withdrawal of your right to use the Twine Platform;
Immediate, temporary or permanent suspension of your Account.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
15.2 If we end your rights to use the Twine Platform you must stop all activities authorised by these Terms, including your use of the Twine Platform.
15.3 Without limiting any of our other rights, we may suspend the performance of the Subscription Services, or terminate the Subscription Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Subscription Contract and (if such a breach is remediable) fail to remedy that breach within five days of you being notified in writing to do so;
you fail to pay any amount due under the Subscription Contract on the due date for payment;
you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Subscription Contract has been placed in jeopardy.
15.4 Termination of the Subscription Contract will not affect your or our rights and remedies that have accrued as at termination.
15.5 Any provision of the Subscription Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
Events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Subscription Contract that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Subscription Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under the Subscription Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Subscription Services with you after the Event Outside Our Control is over.
16.3 You may cancel the Subscription Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Subscription Services up to the date of the occurrence of the Event Outside Our Control.
Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with the Subscription Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received:
if delivered personally, 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 working day after posting; or
if sent by email, at 9.00 am GMT the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer.
We may assign or transfer our rights and obligations under the Subscription Contract to another entity but will always notify you f this happens.
You may only assign or transfer your rights or your obligations under the Subscription Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Subscription Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Subscription Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. These Terms and any Subscription Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. These Terms and any Subscription Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Subscription Contract to the exclusive jurisdiction of the English courts.
18.7 You are responsible for any Engagement you enter into.
18.8 We make no claims or representations that the Twine Platform or Subscription Services are lawful or are permitted in any jurisdiction outside of England and Wales. You use the Twine Platform or Subscription Services at your own risk and you are responsible for compliance with all local and national laws and regulations in the jurisdiction where you access the Twine Platform.
For further terms of using Twine, please read our Terms and Conditions.