Terms and Conditions

The Site is a platform operated by Workfree to facilitate the onboarding and management of Freelancers by Clients who need assistance with Project(s). The Service does not and is not intended to create an agency relationship between Workfree and either or both of (i) the Freelancer; or (ii) the Client.

Before proceeding with a Project, the Freelancer and Client must reach an agreement in relation to the terms and conditions which will apply in relation to the performance of the Project (the “Project Agreement”).  Workfree shall not be a party to or have any responsibility for any Project Agreement.

Before registering on the Site, every Freelancer must read these Terms and Conditions, the Freelancer Addendum and Freelancer Privacy Policy which together form a legally binding contract between the Freelancer and Workfree regarding use of the Site in respect of the provision of the Service and associated services to the exclusion of all other terms and conditions (together the “Freelancer Terms and Conditions”)  To confirm that you have done so and to create your Workfree Freelancer account, please accept these Terms and Conditions, the Freelancer Addendum and the Freelancer Privacy Policy when prompted to do during the registration process.  If you do not agree with the Freelancer Terms and Conditions, do not access the Service.

Before registering on the Site, every Client must read these Terms and Conditions, the Client Addendum and the Client Privacy Policy which together form a legally binding contract between the Client and Workfree regarding the use of the Site in respect of the provision of the Service and associated services to the exclusion of all other terms and conditions (together the “Client Terms and Conditions”).  To confirm that you have done so and to create your Workfree Client account, please accept these Terms and Conditions, the Client Addendum and the Client Privacy Policy when prompted to do so during the registration process.  If you do not agree with the Client Terms and Conditions, do not access the Service.

YOUR ATTENTION IS DRAWN TO CLAUSE 7 WHICH SETS OUT WORKFREE’S LIABILITY AND CLAUSE 11 WHICH SETS OUT WORKFREE’S STATUS AND ROLE IN RELATION TO PROJECTS.  IT IS VERY IMPORTANT THAT YOU READ THESE CLAUSES.

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Client” means a User who is accessing the Service to find Freelancer(s) to perform work on Project(s);

“Client Addendum” means the terms and conditions, in addition to these Terms and Conditions, which apply specifically to a Client;

“Client Privacy Policy” has the meaning given to it in the Client Addendum;

“Client Terms and Conditions” means these Terms and Conditions, the Client Addendum and the Client Privacy Policy;

“Content” means any text, files, images, photos, graphics, video, sounds, musical works or any other material published or posted on our Site by a User;

“Freelancer” means a User who is accessing the Service to find Project(s) in respect of which they would like to offer their services directly to the Client;

“Freelancer Addendum” means the terms and conditions, in addition to these Terms and Conditions, which apply specifically to a Client;

“Freelancer Privacy Policy” has the meaning given to it in the Freelancer Addendum;

“Freelancer Terms and Conditions” means these Terms and Conditions, the Freelancer Addendum and the Freelancer Privacy Policy;

“Inappropriate Content” has the meaning ascribed to it in Clause 5;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.

“Permitted Use” means the use of the Service and Content as set out in Clause 2;

“Project” means a specific piece of work in respect of which a Client is seeking the services of a Freelancer;

“Project Agreement” means the agreement between a Client and a Freelancer setting out the terms and conditions applying to the provisions of services by a Freelancer to a Client relating to a Project;

“Service” means the provision of a platform operated by Workfree on the Site to facilitate the onboarding and management of Freelancers by Clients who need help with Project(s);

“Site” means the website www.workfree.io or such other website as shall be notified to you from time to time and the mobile application app.workfree.io or such other mobile application as shall be notified to you from time to time;

“User” means any Client or Freelancer or persons working in such business who have a login and password to access the Service (references to “you”, “your” and “yours” should all be read as including a User); 

“Workfree” means Workfree Limited a company registered in England and Wales under company number 8529417 with its registered office at c/o RMT Accountants and Business Advisors Limited, Gosforth Park Avenue, Newcastle Upon Tyne NE12 8EG;

“Workfree Group” means Workfree, any subsidiary or any holding company from time to time of Workfree, and any subsidiary from time to time of a holding company of Workfree;

“Work Product” means the work produced by a Freelancer for a Client pursuant to a Project Agreement.

2. Permitted Use

Following registration on the Site, you shall be granted a non-exclusive licence to access the Service for the purpose of:

1. in the case of a Client, seeking services from a Freelancer in relation to one or more Projects; and
2.  in the case of a Freelancer, offering services to Clients for one or more Projects,

provided in each case that such services are lawful.

3. Exceptions and Restrictions

1. 1. You shall not:
      1. sell, distribute, sub-licence, loan or commercially exploit any of the Service or Content (or any part thereof) to third parties;
      2. use the Service or the Content (or any part thereof) for any purpose which rivals or competes with Workfree. In the event of a dispute between a User and Workfree it shall be for Workfree to define “rival” and/or “competing” purposes.
   2. When you register on the Site you will be asked to create your User credentials.  You are responsible for all use on the Site associated with your User credentials.
   3. Each User shall keep their password and/or any other details allowing access to the Service confidential and shall not share such information with any other person or permit others to access the Service using such login and password.

4. Intellectual Property Rights in Site

Workfree and/or its licensors retain all Intellectual Property Rights in the Site.  Access by you to the Site does not grant you any rights in Workfree’s and/or its licensors’ Intellectual Property Rights.

5. Content Uploaded to the Site by Users

1. 1. 1. You grant Workfree a worldwide non-exclusive, irrevocable, perpetual, royalty-free licence to reproduce, adapt, distribute and publish Content uploaded to the Site by you in connection with the provision of the Service.
      2. You shall ensure that the Content does not infringe any applicable laws, regulations or third-party rights (such as but not limited to material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
      3. Workfree reserves the right to remove Content from the Site where it reasonably suspects such content is Inappropriate Content. Workfree shall notify you if it becomes aware of any allegation that Content uploaded by you may be Inappropriate Content.

6. Intellectual Property Rights in Project

Ownership of the Intellectual Property Rights in or related to any Work Product is not the responsibility of Workfree.

7. Service and Liability

1. 1. 1. WORKFREE SHALL PERFORM THE SERVICE WITH REASONABLE SKILL AND CARE.
      2. WORKFREE GIVES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE PLATFORM PROVIDED BY ANY CLIENT OR FREELANCER.
      3. THE INCLUSION OF ANY CLIENT OR FREELANCER ON THE SITE DOES NOT CONSTITUTE ANY FORM OF RECOMMENDATION.  
      4. YOU AGREE THAT YOU ACCESS THE SERVICE AND ENTER INTO ANY PROJECT AGREEMENTS ENTIRELY YOUR OWN RISK.
      5. YOU SHOULD NOT RELY ON ANY CONTENT ON THE SITE PROVIDED BY A USER WITHOUT VERIFYING THE QUALITY, ACCURACY AND COMPLETENESS OF SUCH INFORMATION. ANY RELIANCE BY YOU ON THE INFORMATION ON THE SITE PROVIDED BY ANY CLIENT OR FREELANCER SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY AGAINST WORKFREE.
      6. NOTHING IN THESE TERMS AND CONDITIONS LIMITS OR EXCLUDES WORKFREE’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
      7. SUBJECT TO CLAUSE 7.5 AND CLAUSE 7.7, WORKFREE SHALL NOT BE LIABLE TO YOU UNDER (AS RELEVANT) THE CLIENT TERMS AND CONDITIONS, FREELANCER TERMS AND CONDITIONS OR OTHERWISE FOR: (A) LOSS OF REVENUE; (B) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (C) LOSS OF BUSINESS; (D) DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES; (E) LOSS OF ANTICIPATED SAVINGS; (F)LOSS OF GOODS; (G) LOSS OF OPPORTUNITY; (H) LOSS OF CONTRACT; (I) LOSS OF USE; (J) LOSS OR CORRUPTION OF DATA AND/OR INFORMATION; (K) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS; OR (L) PURELY ECONOMIC LOSS, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR CAUSED BY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE.
      8. IN NO EVENT SHALL WORKFREE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND THE SERVICE AND WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO WORKFREE BY YOU IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  IF YOU HAVE NOT PAID WORKFREE ANY AMOUNTS, WORKFREE’S LIABILITY TO YOU WILL BE LIMITED TO £100.

8. Termination

Workfree may terminate or restrict your use of the Services if you, in Workfree’s reasonable opinion:

8.1 breach these Terms and Conditions; or 

8.2 are engaged in illegal or fraudulent use of the Service.

9. Changes to the Site, the Service and Terms and Conditions

Workfree reserves the right to change at any time the Site, the Service and (as relevant) the Client Terms and Conditions and Freelancer Terms and Conditions. You will be bound by any changes from the first time you use the Service via the Site following the changes.

10. Access to the Site

10.1 Access to the Service via the Site is provided on an “as is” and “as available” basis. Workfree gives no warranty that the Site or the Service will be continuously available or free of defects and/or faults.  Workfree will not be responsible to you if for any reason our Site is unavailable to you.

10.2 Workfree accepts no liability for any disruption or non-availability of the Service and the Site resulting from any causes including, but not limited to, internet service provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.  Workfree may not make available or cease to make available the Service or parts of the Service to Users or potential users at its sole discretion.

10.3 Workfree may temporarily suspend the Service to (i) deal with technical problems or make minor technical changes; (ii) update the Service to reflect changes in relevant laws and regulatory requirements; and/or (iii) to make changes to and update the Service. Workfree will use reasonable endeavours to inform you of any temporary suspension that may be required.

10.4 Workfree may suspend access to the Site by a Client or Freelancer temporarily or permanently if it determines, in its sole discretion, that the conduct of such Client or Freelancer reflects negatively on Workfree or Workfree’s reputation or otherwise brings Workfree into disrepute.

11. Status

1. 1. Workfree is not responsible for and no liability for:
      1. the delivery of the Project, the performance of any party’s obligations under any Project Agreement or the failure of any party to enter into a Project Agreement; 
      2. determining the suitability of any Freelancer for a Project (including without limitation a Freelancer’s right to work in any jurisdiction, visa status, criminal history and tax status); 
      3. determining the suitability of the Service for your specific purposes;
      4. determining whether the action or inactions of any Client and/or Freelancer, the provision of any services pursuant to a Project Agreement and/or the operation by a Client and/or Freelancer in any jurisdiction is in compliance with laws.

11.2 THE RELATIONSHIP OF THE FREELANCER TO THE CLIENT IN RELATION TO ANY PROJECT WILL BE THAT OF INDEPENDENT CONTRACTOR AND YOU AGREE THAT YOU SHALL NOT DO ANYTHING THAT SHALL RENDER ANY FREELANCER AN EMPLOYEE, WORKER, AGENT OR PARTNER OF WORKFREE OR THE CLIENT.

11.3 Nothing in these Terms and Conditions shall prevent Users from providing simultaneous or consecutive services to other Users, or engaging in any other business activities, whether through the Site or otherwise.  Users are always free to engage in any other business activities without restriction.

11.4 YOU ACKNOWLEDGE AND AGREE THAT:

11.4.1 WORKFREE IS NOT A PARTY TO ANY PROJECT AGREEMENT(S) BETWEEN A FREELANCER AND A CLIENT;

11.4.2 YOU AND NOT WORKFREE WILL BE RESPONSIBLE FOR ENTERING INTO A PROJECT AGREEMENT IN RESPECT OF EACH PROJECT AND PERFORMING YOUR OBLIGATIONS UNDER ANY SUCH PROJECT AGREEMENT;

11.4.3 WORKFREE HAS NO LIABILITY ARISING FROM OR RELATING TO ANY PROJECT AGREEMENT;

11.4.4 WORKFREE DOES NOT: (A) HIRE FREELANCERS OR HAVE ANY RESPONSIBILITY RELATED TO FREELANCERS PERFORMING ANY SERVICES IN RELATION TO THE PROJECTS; (B) HAVE CONTROL OVER THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE OR ANY ASPECT WHATSOVER OF THE SERVICES UNDER ANY PROJECT AGREEMENT, CALCULATION OF ANY FEES UNDER ANY PROJECT AGREEMENT, AUTHORISATION TO RELEASE SUCH FEES OR ANY ACTIONS OF ANY USERS;

11.4.5 WORKFREE CANNOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE;

11.4.6 WORKFREE DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE SITE PROVIDED BY A USER;

11.4.7 YOU WILL NOT AND WILL NOT ATTEMPT TO SUPERSEDE WORKFREE’S TERMS AND CONDITIONS OR LIMIT, REDUCE OR RESTRICT WORKFREE’S RIGHTS OR YOUR OBLIGATIONS UNDER WORKFREE’S TERMS AND CONDITIONS VIA THE PROJECT AGREEMENT.

12. Indemnity

12.1 You shall indemnify and keep fully indemnified Workfree and each member of the Workfree Group against all damages, losses, costs (including legal costs), expenses, interest and penalties arising as a result of: :

12.1.1 any action or claim that the Content or any other material posted to, or linked to, the Site by you:

(a) constitutes Inappropriate Content; and/or

(b) infringes the Intellectual Property Rights of a third party.

12.1.2 any action of claim that the Intellectual Property Rights in the Work Product produced by you or procured by you infringes the Intellectual Property Rights of a third party;

12.1.3 if you are a Client, any action or claim by a Freelancer that they were or became an employee of the Client or any other employee-related action; 

12.1.4 any breach by you, in the case of Client, of the Client Terms and Conditions and in the case of a Freelancer, the Freelancer Terms and Conditions;

12.1.5 .any action or claim by you relating to any action or inaction of a Client or a Freelancer including without limitation any failure of a Freelancer to perform its obligations pursuant to a Project Agreement and any failure of a Client to pay invoices pursuant to a Project Agreement; and

12.1.6 any action or claim by any third party relating directly or indirectly to any Project Agreement, the actions or inaction of any Client or Freelancer or the use of the Site by any Client or Freelancer.

13. Waiver

Failure by Workfree to enforce the performance of any provision in these Terms and Conditions shall not constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

14. Severance

In the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

15. Third Party Rights

These Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms and Conditions. 

16. Notices 

1. 1. 1. Any notice which Workfree gives to you in connection with these Terms and Conditions shall be sent by support@workfree.iol.
      2. Any notice which you give to Workfree in connection with these Terms and Conditions shall be sent by email to support@workfree.io
      3. Any notices shall be deemed to have been received 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 (being 9am to 5pm Monday to Friday on a day that is not a public holiday in the place of receipt).

17. Law and Jurisdiction

These Terms and Conditions and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.