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EverKnock Terms of Service

Introduction {#introduction}

This document together with the documents referenced herein (collectively the
"Terms of Service") tells you the terms and conditions upon which we operate
the EverKnock platform.

By using EverKnock, you are indicating that you understand and agree to comply
with and be legally bound by these Terms of Service. We recommend that you
read through them carefully and that you retain a copy for future reference.

If you disagree with any part of these Terms of Service, you must not use
EverKnock.

Unless we have explicitly agreed otherwise, these Terms of Service are the only
terms and conditions upon which we will deal with you in relation to EverKnock.
They apply whenever you use EverKnock to the exclusion of all other terms and
conditions.

Our contact details {#contact}

In this document, the terms "we", "us" and "our" refer to EverKnock Ltd, a
limited company registered in England and Wales under company number 12633808.

Our registered office is at: International House, 24 Holborn Viaduct, London,
England, EC1A 2BN.

If you have a comment, concern or complaint about our Services, you may:

If you have a comment or concern about our Terms of Service, you may:

Definitions {#definitions}

In this document, the name "EverKnock" also means the platform we operate under
that name, the business of operating it, and any or all of its websites,
software applications, APIs and related services.

The terms "you" and "your" refer to a user of EverKnock.

The term "Provider" refers to a person or organisation who offers services for
sale or free of charge via EverKnock. A "third-party Provider" refers to a
Provider other than us.

The term "Services" means the goods and services offered via EverKnock, whether
by us or by a third-party Provider, and whether free or chargeable. A
"third-party Service" refers to a Service offered by a third-party Provider.

The term "Customer" refers to a person or organisation who orders or who
contemplates ordering any of the Services.

You are a "consumer" if you use EverKnock for purposes which are wholly or
mainly outside your trade, business, craft or profession, or a "business" user
if you use EverKnock wholly or mainly in connection with your trade, business,
craft, or profession.

The term "intellectual property" includes 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.

The term "force majeure" describes an event, or a series of related events,
that is outside the reasonable control of the party affected, including (by way
of example) failures of the internet or any public telecommunications network,
hacker attacks, denial of service attacks, virus or other malicious software
attacks or infections, power failures, industrial disputes affecting any third
party, changes to the law, governmental action, disasters, crises, explosions,
fires, floods, riots, terrorist attacks and wars.

Unless the context clearly indicates otherwise, throughout this document, terms
in the singular form shall include the plural (and vice versa) and any gender
form shall include all others. General words shall not be given a restrictive
interpretation by reason of being preceded or followed by words indicating a
particular class of acts, matters or things.

Our contract {#contract}

EverKnock is a marketplace, which enables Providers to offer Services to
Customers, and which enables Customers to locate, order and pay for Services.
Depending on how you use EverKnock, from time to time you may be a Customer
and/or a Provider.

From time to time we may offer our own Services for sale via EverKnock. When
you order a Service from us, we shall be the Provider,
and any contract of supply will be formed between you and us.

When a Customer orders a Service from a Provider other than us, they are
entering into a contract directly with each other, and we are not a party to
the contract between Customer and Provider.

These Terms of Service regulate the business relationship between you and us.

The relationship between us and a third-party Provider is solely that, in
consideration for a fee charged by us, we provide for the Provider a
marketplace service as an arm's length contractor; and we act as their agent
solely in the collection and forwarding of payment by their Customer. As part
of the marketplace service we may facilitate communication between Customer and
Provider. We are not the Provider's partner or joint venturer.

When you order the Services of a third-party Provider via EverKnock, we are not
responsible to you further than to collect and forward payment for the Services
to the Provider. We are neither a buyer nor provider of these Services. We
are neither a principal nor an agent in a buying transaction.

We are in no way responsible for a Customer locating and ordering a Service,
for the Customer's choice of a Service, for any aspect of the supply or
provision of a third-party Service, for cancellation of a third-party Service,
for refund payments after we have forwarded payment to the Provider, for any
complaint about any third-party Service, or for the conduct of EverKnock users.

Eligibility {#eligibility}

To be eligible to use EverKnock you must be able to lawfully enter into and
form contracts with us. This means you must be either a registered company or
an individual aged 18 or over; and you must be legally capable of entering into
a binding contract. If you are under 18 years old, you must ask someone to
register and order Services on your behalf.

You must comply with all applicable laws and regulations of the country from
which you register, the country from which you order Services, and the country
in which you use the Services. We will not be liable for any breach by you of
any such laws as a result of ordering Services or using EverKnock.

Certain Services may only be available to business Customers and must not be
used for private, domestic purposes. Accordingly, we may collect information
to determine your eligibility to purchase these Services when you register for an account.

Certain Services may only be available to Verified Customers
or to Customers who have previously purchased certain other Services.

Registration {#registration}

To use EverKnock as a Customer or as a Provider, you must register for a user
account.

By registering you undertake that your have provided accurate, current and
complete information about yourself; to notify us immediately of any changes to
the information provided or to your personal information; that you are
eligible to use EverKnock; and that you will inform us
immediately if you believe the security of your account has been compromised.

You are responsible for all actions taken under your account and its access
credentials. You must only use EverKnock using your own user account. You
must not transfer or sell your user account or access credentials to anyone,
nor permit (either directly or indirectly) anyone other than you to use them.

By registering as a Provider, or by volunteering to verify your Customer
account and become a "Verified Customer", you consent to us (or our nominated
supplier) carrying out detailed verification checks of your identity, company
and bank/payment accounts for the purposes of fraud prevention and risk
reduction. We may refuse to deal with you, terminate any contract we have with
you, and/or suspend or terminate your access to EverKnock in the event that
these checks indicate high risk.

Price and specification of the Services {#listings}

The specifications, price, payment schedule and cancellation policy for a
Service are placed in the EverKnock marketplace (a "Listing") or communicated
directly to you (a "Quote"). It is your responsibility to ensure that the
specifications of any Services you order via EverKnock meet your requirements,
and it is the responsibility of the Provider to ensure their Listings and
Quotes are complete and accurate.

The version of a Quote that applies to an order is the most recent one that was
communicated to the Customer at the time the order was placed. Where no such
Quote has been communicated, the version of a Listing that applies to an order
is the one visible in the EverKnock marketplace at the time the order is
placed. This means the Provider cannot change the specification of the
Services between the time the order is placed and the time the Services are
provided.

Prices offered via EverKnock must be the full amount payable for the Service,
inclusive of all applicable taxes, fees, duties and expenses (collectively
"taxes"). As a Provider, you are responsible for determining and fulfilling
your obligations with regard to reporting, collecting and remitting any taxes
associated with the provision of the Service, for setting an inclusive total
price, and for specifying the types, rates and amounts of any taxes that are
included within that price.

Where a Service offered via EverKnock includes that the Provider will expend
money on behalf of the Customer (a "Disbursement"), an estimate for all such
Disbursements must be included in the Listing or Quote, and any variation from
the estimated price must be agreed in writing between Provider and Customer.

A Provider may not impose additional charges for a Service on the Customer or
on us.

Services may be offered for sale subject to any discount or promotion arranged
between us and the Provider. Subject to discounts and promotions, Services are
offered for sale at a fixed price.

As a Customer, you will be required to pay for Services via the EverKnock platform in the currency indicated in the Listing or Quote. A
Provider must not collect payment for a Service by any other means.

Unless it is clear to the contrary, you may assume that every sale of a Service
is made by the Provider in the course of their business.

Subscription Services {#subscription}

If you purchase a Service on an ongoing/continuous basis (a "Subscription"),
your Subscription will automatically renew each time it expires. The
specification will indicate the renewal schedule and may indicate a minimum
fixed period of time (a "Minimum Term") for which the Subscription must be
taken, or a maximum fixed period of time (a "Maximum Term") after which the
Subscription cannot be renewed.

From time to time, alternative Subscription packages may be available for you
to switch to. Their specification and price will be indicated to you within
the EverKnock platform. You can exercise the option to switch at any time it
is offered to you. By switching, you agree to modify the contract of supply to
incorporate the specification and price of your chosen package.

Outside of any Minimum Term that applies to you, and giving you at least one
month notice, the Provider may discontinue your Membership package and offer to
switch you to a revised version of the same package or to an alternative
package. By continuing your Subscription beyond the discontinuance date, you
agree to modify the contract of supply to incorporate the specification and
price of the revised/alternative package.

Either Customer or Provider can choose to end a Subscription at any time
outside of any Minimum Term that applies, in which case the Subscription will
expire at the end of the period(s) for which payment has been made.

Terms of supply of Services {#terms-of-supply}

For your convenience, we have provided a set of standard terms and conditions
of supply for Services listed on and ordered via EverKnock (the "EverKnock
Standard Terms"). A Provider may specify other terms in the Listing or Quote
that applies to an order (the "Specific Terms"). In the event of a conflict
between a clause in the Specific Terms and a clause in the EverKnock Standard
Terms, the clause of the Specific Terms shall prevail.

Collectively, the terms and conditions upon which a Provider supplies Services
to a Customer, comprising Specific Terms together with the EverKnock Standard
Terms, shall be referred to as the "Terms of Supply".

The Terms of Supply are the only terms and conditions upon which a Provider
will deal with a Customer in relation to Services ordered via EverKnock. They
apply when a Customer and Provider have entered into, or wish to enter into, a
contract of supply for Services and shall govern such a contract between
Customer and Provider to the exclusion of all other terms and conditions.

Every sale will be subject to the laws applicable but there shall not be
implied any right which is neither a legal right nor set down in the Terms of
Supply.

By publishing a Listing or supplying a Quote for Services as a Provider, or by
ordering Services as a Customer, you agree to be legally bound by the Terms of
Supply. We recommend that you read through them carefully before ordering and
that you retain a copy for future reference.

For third-party Services, the Terms of Supply govern the relationship between
Customer and Provider, but do not govern any part of the relationship between
you and us. Accordingly, in the event of a conflict between a clause in the
Terms of Supply and a clause in these Terms of Service, the clause of these
Terms of Service shall prevail in the agreement between you and us.

Please note that timely payment may be a condition of supply. If so, a
Provider is under no obligation to supply Services for which payment has not
been collected, and may cancel any part of a contract of supply for Services
that are unpaid, without penalty.

Platform fees {#platform-fees}

From time to time we may charge fees for your use of the EverKnock platform in
your role as a Provider ("platform fees"), for example for placing Listings
into the EverKnock marketplace, for marketing your Services, for facilitating
communication with your Customers, or for acting as your agent in the
collection of money paid by your Customers.

Platform fees and their payment frequency will be notified to you in the quotes
we prepare for you as part of the Provider registration process and from time
to time thereafter. Unless otherwise stated, prices quoted exclude applicable
taxes, which may be added at the current rate to the total amount due from you.

Completing your registration as a Provider constitutes an offer to purchase
marketplace services from us and is subject to our acceptance, which will be
notified to you (a "Confirmation Notice"). A contract for the provision of
marketplace services incorporating these Terms of Service will only be formed
between you and us when we send the Confirmation Notice, whether or not it is
received.

Where fees are expressed as a percentage of the price of your Services, they
are calculated as a percentage of the tax-inclusive price displayed in the
Listing or Quote, excluding any Disbursements, and they apply to all confirmed
orders to the extent that payment has been successfully collected from the
Customer. We are not obliged to refund fees relating to any cancellation,
although we will generally (and at our exclusive discretion) refund fees
related to Customer-initiated cancellations in proportion to the amount
refunded to the Customer.

From time to time we may modify our marketplace services and/or platform fees,
giving at least one month notice. If you do not accept the changes, you must
terminate our contract of supply by deregistering as a Provider or by
contacting us. If you continue to use our marketplace services
after the date of the changes, you are consenting to the changes.

Either you or we can choose to end our contract by giving at least one month
notice to the other, in which case it will expire from the notified date or at
the end of the period(s) for which you have paid, whichever is later.

We may charge fees and interest on late payments to us and compensation for
debt recovery as set out in the Late Payment of Commercial Debts Regulations
2013.

Payment schedule and refund deadline {#payment-schedule}

Payment for Subscription services is due to us before the corresponding
subscription period starts, and is eligible for full or part refund during the
cooling-off period; after this it is non-refundable.

Payment for Services is due from the Customer to us before the Services are
provided. Funds associated with an order for Services will be held securely by
our payment service provider, and will not be eligible for payout to
the Provider until the refund deadline, which is either 24 hours after the
satisfactory delivery of the associated Services or after the cooling-off period for the order, whichever is later, has passed.

Generally, full payment for an order will be collected at one time. An
alternative payment schedule may be specified at the time of ordering. If the
payment schedule requires multiple payments corresponding to incremental
delivery, this is done for convenience and fairness, and does not represent an
offer of credit.

From time to time we may streamline the invoicing process by collecting payment
for multiple different supplies of Services together, with a single payment and
an itemised invoice. To facilitate this, you consent to us issuing an invoice
and collecting payment anywhere up to 10 days before the start date of the
associated Services, and retrying failed payments thereafter.

If we have been unable to collect a payment from you, we will notify you. We
may ask you to make payment via an alternative method and indicate a payment
deadline, which will be at least 48 hours from the time of the notice. If you
do not provide payment when due, you authorise us to cancel the unpaid
remainder of your order on your behalf.

We reserve the right, at our sole discretion, to reduce any fee that is payable
from you to us, or to waive any fee that would otherwise be payable from you to
us. If we do this, the waiver or reduction applies only to one single payment
of that fee, and does not establish a precedent to reduce or waive future fees.

We all agree that each payment made by a Customer for the Services of a
Provider shall be considered equivalent to a payment made directly from the
Customer to the Provider. Consequently the payment shall be deemed received by
the Provider on the date that it is collected.

Before funds become eligible for payout to a Provider, we can
instruct our payment service provider to initiate a refund on their behalf, as
part of our cancellation or dispute resolution
facilities. However, once funds are eligible for payout, we are in no way
responsible or liable for refund payments.

In our capacity as the Provider's payment collection agent, we become eligible
to charge platform fees relating to a payout at the point we
process that payout.

Payment methods {#payment-methods}

To be able to place an order, we require you to supply payment account details with which to pay. Please be assured that we will not
collect payment before an order has been accepted.

As a Provider, you irrevocably authorise us to deduct any fees due to us and
any applicable payment processing fees from the amounts paid by your Customers
before we forward the balance to you as a payout. From time to time
we may ask you to supply payment account details with which to pay for fees
that we have been unable to collect in this way.

The payment methods available to you will be indicated at the time you are
requested to supply payment account details.

By supplying payment account details, you consent to payment being
pre-authorised and/or charged to the payment account you supply; your account
details being securely held on file by our payment processing provider; failed
payments being retried; future payments being charged to the same account as
they fall due; and refund payments being issued to the account.

We use one or more payment service providers, who operate in a secure and
regulated environment, to manage payment account details and process payments:
we do not store payment account details ourselves.

You undertake that you are authorised to use the payment account you supply and
you consent to us (or our nominated supplier) carrying out checks for the
purpose of identity verification, fraud prevention and credit risk reduction.

You acknowledge that we are not responsible for any losses caused to you due to
currency conversion in remitting payment to us, or for any fees or charges
imposed upon you by your bank or payment service provider.

When we initiate a refund, we will endeavour to do so using the payment method
used to make the corresponding payment. You acknowledge that this may not be
technically feasible from time to time, and agree that we may contact you to
make alternative arrangements if necessary.

Our invoices and credit notes will be issued electronically.

Order process for Services {#ordering-services}

A Listing in the EverKnock marketplace is an "invitation to treat". This
means, when you place an order for Services, you are asking us to forward an
offer to the Provider to purchase their Services at the advertised price.

If full or part payment for the Services ordered will fall due within 10 days
of the date of order, you consent to us pre-authorising the payment account for
this amount at the point of ordering, and to automatically decline the order if
pre-authorisation fails. If the pre-authorisation succeeds, but the offer to
purchase is subsequently declined or withdrawn, we will release any associated
payment pre-authorisation.

There is no obligation on the Provider to accept an offer to purchase, and a
Customer may withdraw their offer by cancelling their order at
any point before it is accepted. You agree that our acknowledgement of receipt
of an order does not amount to acceptance of an offer to purchase.

A Provider may authorise us to automatically accept or decline offers on their
behalf, based on rules that we agree with them. Where we are unable to accept
or decline on their behalf, the Provider will indicate on a case-by-case basis
whether they shall provide the requested Services. If a Customer's offer has
not been accepted or declined within 96 hours, it shall automatically expire.

For security purposes (yours and ours) we may limit the number of orders or
transactions with you in a given period of time.

After we have determined that the Provider shall provide the requested Service,
we shall notify the Customer that the requested Services shall be provided (a
"Confirmation Notice"). The Confirmation Notice will amount to the Provider's
acceptance of the Customer's offer to buy the Services. A contract for the
provision of the Services incorporating the Terms of Supply will only be formed
between the Customer and the Provider when we send the Confirmation Notice,
whether or not it is received.

By offering Services via a Listing or Quote, or by placing an order for such
Services, you consent to us passing the personal details necessary to form the
contract of supply to the other party. We all agree that the identities of
Customer and Provider are disclosed to each other when the contract of supply
between them is formed, and accordingly that the Customer and Provider are the
only parties to the contract of supply for the Services.

Delivery {#delivery}

Services must be provided by the Provider at the times and places specified in
the Confirmation Notice.

Our marketplace services will be delivered digitally.

You shall, at your expense, be responsible for procuring any third party
cooperation required to enable you to perform your obligations under a
contract of supply for Services.

You are responsible for providing, configuring and securing your equipment to
access EverKnock or to use any digital services offered therein, including any
Internet or network connectivity required. You should satisfy yourself that
you have taken adequate precautions to protect yourself and your equipment
against the risks associated with using the Internet, including risks
associated with malicious use of EverKnock by a third party.

Cancellation {#cancellation}

The most efficient way to cancel an order (or a contract of supply) is via the
cancellation feature of the EverKnock platform. This must be done before the
refund deadline has passed. We are in no way responsible
or liable for refund payments once this deadline has passed, or if cancellation
was requested from a third-party Provider via any other means.

If you use the EverKnock platform to process a cancellation, you consent to us
calculating the amount of refund due and issuing a refund on the following
basis.

A Customer may cancel for any reason. When cancellation is initiated by the
Customer, the Customer must pay for Services that have been provided up to the
point of cancellation. There may also be a cancellation fee for Services,
specified in the Listing, reflecting costs or losses that have been reasonably
incurred by the Provider.

A Provider may only cancel where circumstances genuinely beyond their control
make it impossible to provide the Services as agreed. When cancellation is
initiated by the Provider, the Customer must pay for Services that have been
provided up to the point of cancellation, and there will be no cancellation
fee.

After a Provider has cancelled the supply of Services, if the Customer orders
equivalent Services from another Provider via EverKnock, and the price of those
Services is higher than the original Provider's price, then the price to the
Customer will be the same as for their original order and the original Provider
must pay the difference in price.

Because mistakes sometimes happen, we all agree to a 15-minute "grace period"
after a Customer places an order or after an order is accepted, during which
the order can be cancelled by the Customer, the Provider or us for any reason,
and the Customer will receive a full refund, regardless of any cancellation
policy that may be specified elsewhere.

We all agree that an obvious mistake or error, fraudulent activity or a
material breach of these Terms of Service are acceptable grounds for
cancellation of an order without penalty. Accordingly, as a Customer or
Provider, you hereby authorise us to decline or cancel any such order on your
behalf at any point before the Services are due to be provided, and to issue a
full refund of any payments collected.

Cooling-off period {#cooling-off}

By law, at any point up to 14 days after the day a consumer Customer's order is
accepted (the "cooling-off period"), the Customer can cancel without needing to
give any reason, and will be entitled to a full refund of the price paid, as
long as the supply of the Services has not started. This is sometimes referred
to as the consumer's "right to cancel".

We realise that a Customer may want to order Services that start within the
cooling-off period. As a Customer, if you wish to order such Services, you
must instruct us and the Provider to allow you to use the Services on the
scheduled date(s), knowing that you will lose your right to a full refund. You
do not have to take any action for this to apply. By accepting these Terms of
Service, your order constitutes an express request to start the provision of
the Services on the date(s) specified in the Confirmation Notice.

To exercise their right to cancel Services, the Customer must inform the
Provider of their decision to cancel their contract of supply for the Services.
We offer a cancellation and refund facility in the EverKnock
platform for this purpose.

A consumer Customer can also cancel their order for Services by contacting the
Provider directly with a clear statement, such as a letter sent by post, fax or
e-mail, if they prefer. To meet the cancellation deadline, it is sufficient
for the Customer to send their communication concerning their exercise of the
right to cancel before the cancellation period has expired. As a Provider, you
must comply with this statutory right to cancel and issue a refund within 14
days.

If the Customer requested to begin the performance of Services during the
cooling-off period, the Customer must pay an amount which is in proportion to
what has been performed until the point of communicating their cancellation, in
comparison with the full coverage of the contract.

As a Customer, please note that we have no responsibility to you if a
third-party Provider fails to comply with a cancellation request sent outside
of the EverKnock platform, since your contract of supply for Services is
directly with the Provider.

Dispute resolution {#dispute-resolution}

In order to maintain high standards within the EverKnock community, we welcome
comments and complaints about the conduct of other users. You may provide this
feedback by following the instructions within the EverKnock platform or by
contacting us. We may act upon this feedback at our discretion.

Once an order for Services has been placed and accepted, we would encourage the
Customer and Provider to deal directly with each other, as far as possible, to
resolve concerns and complaints relating to this order. As a marketplace
provider, we have neither the detailed information about the Services nor the
legal obligation to help resolve many types of complaint. We will provide a
route for Customer and Provider to deal directly with each other.

In the event of a dispute relating to an order, either Customer or Provider may
report this dispute to us. You agree that, if we receive a dispute report
before the refund deadline, we may at our discretion delay
the date the associated funds become eligible for payout to the Provider.

When a dispute has been reported to us, we expect both Customer and Provider to
engage with us and with each other in good faith, to state the nature of their
complaint clearly, and to provide such evidence as reasonably required to
support their position. If Customer and Provider are unable to agree a
resolution, we will choose one of the following outcomes and refund and/or pay
out accordingly:

You agree that our choice of outcome to a dispute between Customer and Provider
is final and binding, that we may implement the effects of our choice
immediately, and that our decision does not preclude either party from pursuing
the other directly thereafter.

If you are not happy with our services or have any complaint with us then you
must tell us by contacting us.

In the event of a dispute between you and us, we hope you will agree to attempt
to resolve it by engaging in good faith with us in a process of mediation or
arbitration. We can propose a dispute resolution provider (an approved body
under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015)
or will listen to your proposal.

Payout {#payout}

As a Provider of chargeable Services, you must supply account details via which
to receive payouts. The payout methods available to you and any associated
payment processing fees chargeable to you will be notified to you at the point
of registering your payout account details, and from time to time thereafter.

By registering as a Provider, you agree to enter into a formal "self-billing"
agreement with us, which requires us to raise your invoices and credit notes to
us relating to Services supplied to EverKnock Customers. This means that you
agree to accept each electronic, self-billed invoice or credit note created by
us for supplies made by you, from the date you supply payout details until the
date our contract ends, and that you must not raise invoices to us or to the
Customer for the Services.

As part of the payout details, to ensure we can issue full valid tax invoices
and credit notes, we need to record your UK VAT registration number or
equivalent for your jurisdiction, and you warrant to tell us if you cease to be
registered for such tax, become registered under a different number, or sell or
transfer all or part of your business. As a Provider, you are also responsible
for specifying the tax treatment that applies to your Services as part of the
price information in your Listing.

When we are in a self-billing agreement, we will inform you if the issue of
self-billed invoices will be outsourced to a third party. Currently we do not
outsource invoice generation.

We will supply a copy of a formal self-billing agreement in electronic form.
Some jurisdictions require that this is deposited with the local tax
authorities. If this applies in your jurisdiction, and you enter into a
self-billing agreement with us, you are responsible for this filing, as part of
your general obligations to report, collect and remit any taxes or duties.

At the same point as we issue an invoice or credit note to a Customer for
Services, we will issue a self-billed invoice or credit note from the Provider
for those Services.

As a Provider, we will agree a payout schedule with you. Our default schedule
sets a payout date within 14 days of complete delivery of the Services.

On your payout date, we will identify which funds are eligible for payout to
you (the "Earnings"), based on the payment schedule and
any unresolved disputes. We will deduct any amount(s)
due from you to us from your Earnings, and instruct our payment service
provider to pay out any remaining balance to you.

Our obligation to pay out to a Provider is subject to and conditional upon the
successful collection of the associated funds from their Customer(s).

If we do or could earn interest on any cash balance in our control for the
period between collection and payout, we are free to keep that interest and
have no obligation to account for it to you.

As a Provider, if an action by a Customer results in a charge back, you agree
that we may deduct the sum charged back together with any fee paid to our
payment service provider and bank, from any sum due to you, at or after that
time.

Provider Service placement {#service-placement}

By registering as a Provider and placing a Listing or issuing a Quote via
EverKnock, you accept and endorse these Terms of Service and agree to comply in
all respects with the obligations of a Provider described therein.

You agree not knowingly to offer a Service via EverKnock which is not of
merchantable quality, or which you are unable to supply satisfactorily as
described, or which requires for its setup or use a level of technical
expertise which is not fully explained to a Customer before purchase.

As a Provider, because we are not your agent except to market your Services and
take payment, all your obligations under the Consumer Contracts (Information,
Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights
Act 2015 must be fulfilled by you. This means the information you provide to
us about the Services must be clear, sufficient, complete and accurate; must
not be contradicted by any information you place elsewhere; and must make clear
any contractual term that may conflict with a term in the EverKnock Standard
Terms.

You authorise us to take any action that may reasonably be required from time
to time, to protect your interests and ours in connection with a breach or
possible breach of the aforementioned legislation or other regulations that
apply in the United Kingdom or in your jurisdiction.

Although we are not a party to the contract between Customer and Provider, we
may remove Services from offer for the purposes of fraud prevention, ensuring
compliance with the Terms of Service, compliance with law or requirement of law
enforcement, enforcing content standards, enforcing quality and eligibility
criteria, or if we believe a user has a valid complaint against the Provider.
You agree to cooperate with us in good faith regarding any such action, and you
agree not to re-place on EverKnock any Service we remove from offer without
first seeking our permission.

As a Provider, you agree that you will at all times reply promptly to Customer
correspondence; comply with the law, your Terms of Supply and these Terms of
Service relating to all aspects of an order and contract between you and your
Customer; and provide information to us in respect of any claim for non-supply
or any payment-related dispute, to enable us to identify the possibility of
fraud.

Reviews and ratings {#reviews}

We may collate reviews and calculate ratings relating to your performance as a
Customer or Provider ("profiling"), based on feedback gathered from other
platform users and/or inferred from actions within the platform such as
cancellations and disputes.

You should be aware that the results of profiling may influence the decision of
other platform users to deal with you, and may be used by us to influence the
presentation of services to you or as part of the automation of accepting or
declining orders. This enables us to fulfil our obligation to you to provide a
safe and reliable marketplace.

Any profile we have built of you will be displayed to you within the EverKnock
platform so that you may inspect it. You may challenge any aspect which you
believe to be incorrect by contacting us with evidence to support
your challenge.

Acceptable use {#acceptable-use}

You may only use EverKnock for lawful purposes and in accordance with these
Terms of Supply, complying with applicable law in the United Kingdom, in the
jurisdiction from which you are using EverKnock, and in the jurisdiction in
which you enjoy Services.

You may not use EverKnock for the purpose of harming or attempting to harm or
harrass any person or organisation in any way, nor to such extent that
detrimentally affects other users' access to EverKnock and its Services.

Unless conducted and reported within the scope of our Responsible Disclosure
Policy, we will report any security breach to the relevant law enforcement
authorities and we will co-operate with those authorities by disclosing any
details we hold about you to them.

Unauthorised use of EverKnock may give rise to a claim for damages against you
and/or be a criminal offence.

Termination {#termination}

You are free to stop using EverKnock at any time.

If you are in breach of any term of these Terms of Service, we may at our
discretion remove or edit content you have contributed,
cancel any order you have placed, cancel any contract of supply between us,
suspend or terminate your access to EverKnock, and/or issue a claim in court.

Any obligation in this agreement intended to continue to have effect after
termination or completion shall so continue.

Privacy and cookies {#privacy}

Please read our Privacy Policy, which is hereby incorporated into these Terms
of Service by reference, to ensure you are aware of and agree to our use of
your personal data in connection with operating the EverKnock platform, and our
use of cookies and similar technologies.

By registering for EverKnock, you authorise us to transmit your name, address
and other personal information supplied by you for the purpose of the formation
of contracts between Customers and Providers and for the purpose of payment
processing.

By using any communication facility of the EverKnock platform, you authorise us
to transmit your communication to the intended recipient(s), including any
personal data therein, and to retain a copy of such communication for audit
purposes.

By entering into a contract of supply for Services via EverKnock, you authorise
the sharing of information between us, Customer and Provider for the purposes
of efficient and effective delivery of the Services and operation of the
EverKnock platform.

Intellectual property {#intellectual-property}

We are the owner or the licensee of all intellectual property rights in our
platform, and in the content made available via them, including (by way of
example) the text, illustrations, photographs, logos, designs and layouts.
Those works are protected by copyright laws and treaties around the world.

All trade marks reproduced in EverKnock which are not the property of, or
licensed to, us are acknowledged.

You may view, print or download a copy of any material from EverKnock for your
personal research and/or reference purposes, or to draw to the attention of
others within your organisation, provided you do not modify the copies in any
way, and provided you do not use any illustrations, photographs, graphics,
video or audio separately from any accompanying text.

You may link to EverKnock, provided you do so in a way that is fair and legal
and does not damage our reputation or take advantage of it. You must not
establish a link in such a way as to suggest any form of association, approval
or endorsement on our part where none exists.

Where a separate agreement exists between you and the owner or licensee of
material that has been made available to you via EverKnock, these Terms of
Service are not intended to restrict your use of that material.

If you believe that any material in the EverKnock platform infringes upon your
intellectual property rights, please contact us.

Disclaimer {#disclaimer}

EverKnock may distribute material supplied by third parties or include links
to resources provided by third parties. This material may not have been
moderated, verified or approved by us, and may not represent our views or
values. Views expressed reflect the opinions of their author alone, at the
time of writing.

Although we require that Providers maintain accurate Listings, we make no
representations, warranties or guarantees, whether express or implied, that the
content of EverKnock is accurate, timely, complete or up-to-date, nor that it
will be useful to you or fit for a particular purpose. We would be grateful if
you contact us to bring to our attention any errors you find.

We make no representation, warranty or other provision with regard to
third-party Services and you acknowledge that you do not rely on any made by
us. As a Customer, you acknowledge that so far as concerns Services you
purchase through EverKnock, you rely solely on your contract with the Provider,
and we are not liable for the Service being suitable for your use, being
available, being performed satisfactorily or complying with the requirement of
law.

You now expressly release us from any and all claims and liability known and
unknown, arising in any way from a dispute between you and another user of
EverKnock.

Although we go to considerable effort to ensure the technical availability and
security of our platform, we do not guarantee that EverKnock or any content
therein will be accessible, available or uninterrupted, nor that our platform
will always be secure or free from bugs or viruses. We would be grateful if
you follow our Responsible Disclosure Policy to bring to our attention any
security issues you find.

Where we provide a service without specific charge, then it is deemed to be
provided free of charge, and not to be associated with any other service for
which a charge is made. Accordingly, there is neither contractual nor other
obligation upon us in respect of any such service.

Notwithstanding any other provision in these Terms of Service, we do not
exclude or limit in any way our liability to you where it would be unlawful to
do so. This includes liability for death or personal injury caused by our
negligence or the negligence of our employees, agents or subcontractors and for
fraud or fraudulent misrepresentation.

To the fullest extent permissible by applicable law, neither we nor our
licensors will be liable to you for any loss or damage, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, even if
foreseeable, arising under or in connection with the use of, or inability to
use, or reliance on EverKnock or any content therein. In particular, neither
we nor our licensors will be liable to you for any indirect or consequential
loss; or economic loss or other loss of profits, sales, business, revenue or
goodwill.

If you are a consumer, and if defective digital content that we have supplied
damages a device or digital content belonging to you, and this is caused by our
failure to use reasonable care and skill, we will either repair the damage or
pay you compensation. However, we will not be liable for damage that you could
have avoided by following our advice or instructions or for damage that was
caused by you failing to have in place the minimum system requirements advised
by us.

This disclaimer (and any other paragraph which excludes or restricts our
liability) applies to our directors, officers, employees, subcontractors,
agents and affiliated companies (who may enforce this clause under the
Contracts (Rights of Third Parties) Act 1999) as well as to ourselves.

Contributed content {#contributed-content}

From time to time we may invite you to submit or upload ("contribute") content
for inclusion in EverKnock.

Whenever you contribute material, you are granting us a non-exclusive,
transferable, royalty-free, worldwide, irrevocable, lifetime licence to store,
distribute and process the material in connection with operating our platform.
The licence you grant us includes the right to sublicense the material to other users for the purpose of operating our platform.
The original owner of the material retains all of their ownership rights in the
material you contribute.

Whenever you contribute material, you warrant that you are capable of licensing
the material to us as described and that your contributions comply with the
content standards set out in this document, in letter and
spirit, and you will be liable to us and indemnify us for any breach of that
warranty. This means you will be responsible for any loss or damage we suffer
as a result of your breach of warranty.

We are under no obligation to accept or retain a copy of your contribution, and
we have the right to refuse or to remove from display any contribution you
make. You are solely responsible for backing up your material. However, you
consent that we may retain copies of the material you contribute, even after it
appears to be inaccessible via our platform.

Unless explicitly agreed otherwise, you consent that our processing of
contributed material may include reformatting, translating or excerpting from
its original form.

Content standards {#content-standards}

Contributions must:

Contributions must not:

If your contributions contain personal data, you or your licensor must have
obtained the explicit consent of the data subject for the processing of their
data by us before making the contribution.

Warranties {#warranties}

All of the parties' warranties and representations in respect of EverKnock are
expressly set out in these Terms of Service. No other warranties or
representations will be implied into a contract between you and us (a
"Contract"), and no other warranties or representations relating to the subject
matter of the Contract will be implied into any other contract.

You agree to indemnify us against any claim or demand, including reasonable
lawyers’ fees, made by any third party due to or arising out of your use of
EverKnock; the breach or violation of these Terms of Service by you; the
infringement by you of any intellectual property or other right; your failure
to comply with any law; and any contractual claim arising from your use of
EverKnock.

As a Provider, you warrant that any Service you place in our marketplace is not
illegal, obscene, abusive, threatening, defamatory, invasive of privacy,
infringing of intellectual property rights, or otherwise injurious to any third
party; does not offend against the law of any country whose citizens might
purchase it; and is not intended primarily to advertise any business except the
sale of your Services through EverKnock.

As a Provider, you agree to indemnify us against all loss and expense,
including legal fees and management time, related in any way to a claim by any
person in respect of any of your Services; to any cost to us arising from a
decision by us to comply as your agent with any obligation of yours, whether or
not we have your permission, including any payment we make on an ex gratia
basis; to protecting the reputation of our business where you have failed to
comply with your contract with a Customer; to legal or other fees we incur in
defending a claim or the imposition of a fine or penalty; and to our management
time in dealing with any failure or alleged failure by you to comply with any
relevant regulation or law.

Force majeure {#force-majeure}

If a force majeure event gives rise to a failure or delay in any party
performing any obligation under a contract other than any obligation to make a
payment, that obligation will be suspended for the duration of the force
majeure event.

A party that becomes aware of a force majeure event which gives rise to, or
which is likely to give rise to, any failure or delay in that party performing
any obligation under a contract, must promptly notify the other and inform the
other of the period for which it is estimated that such failure or delay will
continue.

A party whose performance of its obligations under a contract is affected by a
force majeure event must take reasonable steps to mitigate the effects of the
force majeure event.

If a force majeure event continues for a period of 3 months or more, any party
will have the right to terminate the contract with no liability of any party to
any other.

Subcontracting and assignment {#assignment}

The contract between you and us (the "Contract") is binding on you and us and
on our respective successors and assigns. You may not transfer, assign, charge
or otherwise dispose of the Contract, or any of your rights or obligations
arising under it, without our prior written consent.

Unless explicitly agreed in writing, we may transfer, assign, charge,
subcontract or otherwise dispose of the Contract, or any of our rights or
obligations arising under it, at any time during the term of the Contract.

If we subcontract any of our obligations to you, our subcontractor by virtue of
this document shall have no right, power or authority to act or create any
obligation, express or implied, on our behalf.

No waivers {#no-waivers}

If we fail, at any time, to insist upon strict performance of any of your
obligations under a contract or any of these Terms of Service, or if we fail to
exercise any of the rights or remedies to which we are entitled, this shall not
constitute a waiver of such rights or remedies and shall not relieve you from
compliance with your obligations. A waiver by us of any default shall not
constitute a waiver of any subsequent default.

No waiver by us of any of the Terms of Service or of any other term of a
Contract shall be effective unless it is expressly stated to be a waiver and is
communicated to you in writing as a notice.

Third party rights {#third-party-rights}

Except for our affiliates, directors, employees or representatives, a person
who is not a party to the Contract has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of the Contract but this does not
affect any right or remedy of a third party that exists or is available apart
from that Act.

Notices {#notices}

You agree that electronic communications can be used as a long-distance means
of communication and acknowledge that all contracts, notices, invoices,
information and other communications that we provide to you electronically
comply with any legal requirement that such communications be in writing.
"Electronic communications" includes e-mail, fax, SMS, instant messaging and
communication facilities within the EverKnock platform.

Notice will be deemed received and properly served 24 hours after an electronic
communication is sent, or three days after the date of posting of any letter.
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 electronic communication, that such
communication was sent to the specified address of the addressee.

It is your responsibility to provide accurate contact details via which to
receive notices and communications relating to your orders. Contact details
may be updated from time to time by a party giving written notice to the other
party in accordance with these Terms of Service.

Which terms apply to you? {#which-terms-apply}

From time to time we may update these Terms of Service.

If you are not a registered user, the terms that apply to you
are the ones posted here at the time you use EverKnock.

By registering for a user account, you accept and agree to be
bound by the version of these Terms of Service in force at the time of
registration.

We will notify registered users of material changes to the Terms of Service,
giving at least one month notice. Otherwise it is your responsibility to
periodically review these terms to ensure you are informed of updates.

If we update these Terms of Service, and if you do not agree to the changes,
you must stop using EverKnock, and you may contact us to terminate
any contract of supply between you and us from the date the new Terms of
Service come into force. If you continue using EverKnock beyond this date, you
will be deemed to have accepted all changes, and to have agreed to be bound by
the updated version of the Terms of Service.

Entire agreement {#entire-agreement}

A contract of supply incorporating these Terms of Service (a "Contract")
represents the entire agreement between us in relation to the subject matter of
the Contract and supersedes any prior agreement, understanding or arrangement
between us, whether oral or in writing, in relation to that subject matter.

We each acknowledge that, in entering into a Contract, neither of us has relied
on any express or implied representation, undertaking or promise given by the
other from anything said or written in any negotiations between us prior to
such Contract except as has been expressly incorporated in such Contract.

Neither of us shall have any remedy in respect of any untrue statement made by
the other, whether orally or in writing, prior to the date of any Contract
(unless such untrue statement was made fraudulently) and the other party's only
remedy shall be for breach of Contract as provided in these Terms of Service.

General matters {#general}

The validity, construction and performance of this agreement and any
non-contractual disputes or claims shall be governed by English Law. We both
agree to the exclusive jurisdiction of the courts of England and Wales, except
that if you are a consumer and resident of Northern Ireland you may also bring
proceedings in Northern Ireland, and if you are a consumer and resident of
Scotland you may also bring proceedings in Scotland.

Every purchase you make from us shall be deemed performed in England and Wales.

The agreement between you and us is concluded and available in English only.

If any term or provision of these Terms of Service is at any time held by any
jurisdiction to be void, invalid or unenforceable, then it shall be treated as
changed or reduced, only to the extent minimally necessary to bring it within
the laws of that jurisdiction and to prevent it from being void and it shall be
binding in that changed or reduced form. Subject to that, each provision shall
be interpreted as severable and shall not in any way affect any other of these
terms.

In these Terms of Service, a reference to a statute or statutory provision
includes a reference to that statute or statutory provision as modified,
consolidated and/or re-enacted from time to time; and any subordinate
legislation made under that statute or statutory provision.

The headings in the Terms of Service are for ease of reference only and shall
not affect the interpretation or construction of the Terms of Service.

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