1. Digital Signature
By registering for a Alison Scott Upholstery account on the Site (an “Account”), you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
2. Consent to Use Electronic Records
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
2.1 Your Consent and Your Right to Withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via Royal Mail and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 Keeping Your Email Address Current
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
2.3 Hardware and Software You Will Need to Use the Site Services for Your Business
To access and retain the records and notices we provide to you electronically, you will need: (1) a valid email address; (2) a computer system that operates on a platform like Windows or Mac; (3) a connection to the Internet; (4) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (5) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (6) a computer or device and an operating system capable of supporting all of the above; and (7) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version,” we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (1) you have read and understand the above consent to receive records and notices electronically; (2) you satisfy the minimum hardware and software requirements specified above; and (3) your consent will remain in effect until you withdraw your consent as specified above.
3. Alison Scott Upholstery Accounts
3.1 Account Eligibility
To use certain Site Services, you must register for an Account. Alison Scott Upholstery offers the Site Services for your business purposes, and not for personal, household, or consumer use. Unless you use the Site solely as an employee of a registered limited company or sole trader business, you must have, and hereby represent that you have an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be and hereby represent that you are a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, you also must agree to the terms of this Agreement. By registering for an Account, you agree to: (1) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (2) be financially responsible for your use of the Site and the subsequent purchase and/or delivery of Supplier Services; and (3) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by law or this Agreement. Alison Scott Upholstery reserves the right, at our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason at the sole discretion of Alison Scott Upholstery.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business or the services your business provides. You must not register for more than one User Account without express written permission from us. Solely for purposes of the foregoing sentence, “you” means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
3.3 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorise Alison Scott Upholstery to assume that any person using the Site with your username either is you or is authorised to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account.
3.4 User Feedback
For the benefit of other Users, Alison Scott Upholstery asks you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments and ratings left by other Users and that Alison Scott Upholstery will make available to other Users a composite feedback rating based on these individual ratings. Alison Scott Upholstery provides its feedback system as a means through which Users can share their opinions publicly and Alison Scott Upholstery does not monitor or censor these opinions. Alison Scott Upholstery does not investigate any remarks posted by Users for accuracy or reliability unless a User requests that Alison Scott Upholstery do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Alison Scott Upholstery is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Alison Scott Upholstery reserves the right (but is under no obligation) to remove posted feedback or information that in the sole judgement of Alison Scott Upholstery violates the Terms of Service or negatively affects our user community or operations.
5. Payment Terms
5.1 Membership Fee
Users will subscribe to different levels of participation and privileges on the Site, by payment of a monthly/annual 12 month non-refundable subscription fee as described on Alison Scott Upholstery at the time of registration and which may be revised from time to time upon such notice as may be appropriate.
5.2 Non-payment & Cancellation
If a User fails to pay any amounts due under this Agreement, whether by cancelling the credit or debit card, direct debit or any other means, Alison Scott Upholstery may suspend or close the User Account and revoke the User access to the Site. Without limiting other available remedies, the Business must pay Alison Scott Upholstery upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus legal fees and other costs of collection to the extent permitted by applicable UK law. To the extent permitted by applicable UK law, Alison Scott Upholstery may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
We are unable to refund any monies already paid as part of an annual subscription plan, whether by CC/DC or by single bank transfer or as part of a monthly subscription plan in the event that you decide to cancel your Alison Scott Upholstery membership. In the event that you choose to downgrade your chosen membership package, the new membership payment due will change at your next billing cycle, whether that be monthly or annually.
5.3 Payment Methods
In order to use certain Site Services, User’s must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, debit cards, and direct bank transfer (annual subscriptions only).
The User hereby authorises Alison Scott Upholstery to run credit card authorisations on all credit/debit cards provided by the User, to store credit/debit card and banking details as User’s method of payment for Services, and to charge User’s credit/debit card (or any other form of payment authorised by Alison Scott Upholstery or mutually agreed to between User and Alison Scott Upholstery).
By providing Payment Method information through the Site, User represents, warrants, and covenants that: (1) User is legally authorised to provide such information to us; (2) User is legally authorised to perform payments using the Payment Method(s); and (3) such action does not violate the terms and conditions applicable to User’s use of such Payment Method(s) or applicable UK law. When User authorises a payment using a Payment Method via the Site, User represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from User’s Payment Method(s), User is solely responsible for paying such amounts by other means.
We reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement, if we discover erroneous or duplicate transactions, or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the credit/debit card company, bank (delete PayPal) or other payment method as used by you. You agree that we have the right to obtain such reimbursement and any other amounts you owe charging your credit/debit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of the Account.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Alison Scott Upholstery, except and solely to the extent expressly stated in this Agreement.
6. Licenses and Third Party Content
6.1 Site License and Intellectual Property Rights
Subject to and conditioned on compliance with this Agreement, Alison Scott Upholstery grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than User Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without the prior written consent of Alison Scott Upholstery. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site or Site Services except as permitted in writing by Alison Scott Upholstery.
You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by UK law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Alison Scott Upholstery retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Alison Scott Upholstery logos and names are registered trademarks of Alison Scott Upholstery and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of the Alison Scott Upholstery or any third party’s Intellectual Property Rights, whether by estoppels, implication, or otherwise.
6.2 User Content License
When you post User Content on the Site or through the Site Services, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Alison Scott Upholstery may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Alison Scott Upholstery and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (1) your disclosure is gratuitous, unsolicited, and without restriction and will not place Up work under any fiduciary or other obligation, (2) your Ideas do not contain the confidential or proprietary information of third parties, and (3) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Alison Scott Upholstery does not waive any rights to use similar or related ideas known or developed by Alison Scott Upholstery or obtained from sources other than you.
6.3 Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (1) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (2) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Up work and the appropriate third party, as applicable; (3) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (4) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (5) transmit spam, chain letters, or other unsolicited communications; (6) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (7) collect or harvest any personally identifiable information, including Account names, from the Site; (8) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (9) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Alison Scott Upholstery or any third party.
6.4 Third-Party Verification
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Alison Scott Upholstery. Alison Scott Upholstery neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than by Alison Scott Upholstery authorised employees acting in their official capacities.
6.5 Links and Applications
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party/User websites via the Site. Such third-party/User websites are owned and operated by the third parties/Users and/or their licensors. Your access and use of third-party/User websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party/User websites. You acknowledge and agree that Alison Scott Upholstery is not responsible or liable for: (1) the availability or accuracy of third-party/User websites; or (2) the content, advertising, or products on or available from third-party/User websites. You are responsible for deciding if you want to access third-party/User websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party/User websites at your own risk and agree that your use of an application or third-party/User website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
6.6 Mobile and Other Devices
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Alison Scott Upholstery reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Alison Scott Upholstery will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
7. Confidential Information
To the extent You provide Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (1) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (2) not use or permit the use of another’s Confidential Information, except as necessary for the performance of the relevant Request For Tender or Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by the User); and (3) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of User Services for the relevant Service Contract.
If and when Confidential Information is no longer needed for the performance of the Request For Tender or Services or at the Users written request (which may be made at any time at the Users discretion), the User that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The User that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing User’s written request for such certification.
Without limiting Section 7.1 (Confidentiality), User’s and Alison Scott Upholstery will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of a Request For Tender or Services for a Services Contract.
8. Warranty Disclaimer
Alison Scott Upholstery makes no express representations or warranties with regard to the site, the site services, work product, or any activities or items related to this agreement. To the maximum extent permitted by applicable law, Alison Scott Upholstery disclaims all express and implied conditions, representations, and warranties including but not limited to, the warranties of merchantability, accuracy, fitness for purpose, title, and non-infringement.
9. Limitation of Liability
Alison Scott Upholstery is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account;
your reliance on the quality, accuracy, or reliability of requests for tender, job postings, User business profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL Alison Scott Upholstery, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.
In addition to the recognition that Alison Scott Upholstery is not a party to any contract between Users, you hereby release Alison Scott Upholstery, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the User Goods/Services provided and requests for refunds based upon disputes