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
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, 10 Churchill Way, Cardiff, CF10 2HE, United Kingdom.
If you have a comment, concern or complaint about our Services, you may:
- Write to us at our registered address
- Telephone us on +44 20 3835 3000
- E-mail firstname.lastname@example.org
If you have a comment or concern about our Terms of Service, you may:
- Write to us at our registered address
- E-mail email@example.com
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.
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.
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.
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
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.
From time to time, we may publish a Listing or issue a Quote for a bundle of Services from one or more Providers, thereby enabling a Customer to order all the bundled Services simultaneously for a predictable total price.
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.
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
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.
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 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.
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
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.
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.
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.
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.
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:
- Proceed as though the Customer had cancelled their order/contract
- Proceed as though the Provider had cancelled their contract of supply
- Proceed as though the Services had been satisfactorily delivered
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.
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
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
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.
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.
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
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.
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.
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.
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.
Be accurate (where they state facts);
Be genuinely held (where they state opinions);
Be on-topic and connected with the purpose of EverKnock.
Contributions must not:
Contain any material which is false, misleading, offensive, threatening, violent, malicious, hateful, inflammatory, defamatory, obscene, sexually explicit or pornographic;
Be unlawful, promote any illegal activity, or tend to incite another person to commit a crime;
Infringe any intellectual property rights;
Impersonate, misrepresent your identity or affiliation, indicate endorsement when none exists, or otherwise be likely to deceive;
Discriminate or promote discrimination based on any grounds, including race, gender, religion, nationality, disability, sexual orientation or age;
Be likely to harrass, upset, embarrass, inconvenience, alarm, annoy or invade the privacy or security of another person or organisation;
Include unneccessary personal information or infringe another person’s privacy rights;
Transmit or procure the sending of unsolicited or unauthorised advertising, marketing, promotional material, spam, solicitation, social engineering, phishing or malware;
Be excessive or repetitious.
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.
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.
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
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.
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
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.
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?
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.
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.
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.