[Terms of Use]

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Supaworks.com (“Supaworks.com,” “we,” or “us”) and our affiliates (“Supaworks.com’s Payment Processing Provider” and/or (“parent Company” ) and, to the extent expressly stated. Supaworks.com is a subsidiary for Sigma Engineering and Technology Ltd, registration number 11205001, VAT number 293629368 in England and Wales, United Kingdom. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our Website located at www.Supaworks.com.com or any part of the rest of the Website (defined in the Website Terms of Use) or the Website Services (defined in the Website Terms of Use).
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Website Terms of Use; Fee Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Service Provider Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Supaworks.com App Software License Agreement; API Terms of Use; and the escrow payment system instructions as applicable to any Service Contract you enter into with another User or Service Provider, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Payment System Instructions; and Fixed-Price Escrow Payment System Instructions. This Agreement also incorporates, for any User using the Supaworks.com Direct Contract Service, Supaworks.com Direct Contract Terms and Direct Contract Escrow Payment System Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
Subject to the conditions set forth herein, Supaworks.com may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Website. Supaworks.com will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Website, providing notice on the Website, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Supaworks.com, Supaworks.com will provide at least 2 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE WEBSITE OR WEBSITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE WEBSITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE WEBSITE TERMS OF USE.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

TABLE OF CONTENTS

1. SUPAWORKS.COM ACCOUNTS
1.1 REGISTRATION AND ACCEPTANCE
1.2 ACCOUNT ELIGIBILITY
1.3 ACCOUNT PROFILE
1.4 ACCOUNT TYPES
1.4.1 CUSTOMER ACCOUNT
1.4.2 SERVICE PROVIDER, MEMBER ACCOUNT
1.5 ACCOUNT PERMISSIONS
1.6 IDENTITY AND LOCATION VERIFICATION
1.7 USERNAMES AND PASSWORDS
2. PURPOSE OF SUPAWORKS.COM
2.1 RELATIONSHIP WITH SUPAWORKS.COM
2.2 TAXES AND BENEFITS
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
3. CONTRACTUAL RELATIONSHIP BETWEEN CUSTOMER AND
SERVICE PROVIDER
3.1 SERVICE CONTRACTS
3.2 DISPUTES AMONG USERS
3.3 CONFIDENTIAL INFORMATION
4. WORKER CLASSIFICATION AND SUPAWORKS.COM AGENCY SCHEME
4.1 WORKER CLASSIFICATION
4.2 SUPAWORKS.COM AGENCY SCHEME SERVICES
5. SUPAWORKS.COM FEES
5.1 FEES FOR SERVICE PROVIDERS
5.2 CUSTOMER FEES
5.3 VAT AND OTHER TAXES
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS/SERVICES
6. PAYMENT TERMS AND ESCROW PAYMENT SERVICES
6.1 ESCROW PAYMENT SERVICES
6.1.1 ESCROW PAYMENT SYSTEM INSTRUCTIONS
6.1.1 ESCROW ACCOUNTS
6.1.2 SERVICE PROVIDER APPOINTMENT OF SUPAWORKS.COM’S PAYMENT SERVICE PROVIDER AS AGENT
6.1.3 TITLE TO FUNDS
6.1.4 NO INTEREST
6.1.5 ESCROW AGENT DUTIES
6.1.5 ESCROW AGENT RIGHT
6.2 CUSTOMER PAYMENTS ON SERVICE CONTRACTS
6.3 DISBURSEMENTS TO SERVICE PROVIDERS ON SERVICE CONTRACTS
6.4 NON-PAYMENT
6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
6.6 PAYMENT METHODS
6.7 BRITISH POUNDS STERLING AND FOREIGN CURRENCY CONVERSION
7. NON-CIRCUMVENTION
7.1 MAKING PAYMENTS THROUGH SUPAWORKS.COM
7.2 OPTING OUT
8. RECORDS OF COMPLIANCE
9. WARRANTY DISCLAIMER
10. LIMITATION OF LIABILITY
11. RELEASE
12. INDEMNIFICATION
13. AGREEMENT TERM AND TERMINATION
13.1 TERMINATION
13.2 ACCOUNT DATA ON CLOSURE
13.3 SURVIVAL
14. DISPUTES BETWEEN YOU AND SUPAWORKS.COM
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
14.2 CHOICE OF LAW
14.3 INFORMAL DISPUTE RESOLUTION
14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED KINGDOM AND ITS TERRITORIES
14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
14.4.3. CLASS AND COLLECTIVE WAIVER
14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
14.4.5. ENFORCEMENT OF THIS ARBITRATION PROVISION.
15. GENERAL
15.1 ENTIRE AGREEMENT
15.2 MODIFICATIONS; WAIVER
15.3 ASSIGNABILITY
15.4 SEVERABILITY; INTERPRETATION
15.5 FORCE MAJEURE
15.6 PREVAILING LANGUAGE AND LOCATION
15.7 ACCESS OF THE WEBSITE OUTSIDE THE UNITED KINGDOM
15.8 CONSENT TO USE ELECTRONIC RECORDS
16. DEFINITIONS

1. SUPAWORKS.COM ACCOUNTS
Section 1 discusses what you must agree to before using the Website or Website Services and the different types of accounts that can be created on the Website, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Website or Website Services (an “Account”), by using the Website or Website Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Website, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain parts of the Website and the Website Services, you must register for an Account. Subject to the Website Terms of Use, certain parts of the Website are available to Website Visitors, including those parts before your Account registration is accepted. Supaworks.com reserves the right to decline a registration to join Supaworks.com or to add an Account of any type (i.e., as a Customer or Service Provider), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to Supaworks.com and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.
1.2 ACCOUNT ELIGIBILITY
Supaworks.com offers the Website and Website Services for your business purposes only and for personal, household, or consumer use.
To register for a Service Provider Account or use the Website and Website Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Website and Website Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Service Provider Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
To register for a Customer Account or use the Website and Website Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity) or a legal citizen; (b) will use the Website and Website Services for personal purposes only; (c) will comply with any licensing, registration, or other requirements with respect to purchasing services that you request for and purchase, or the person/business for which you are representing, and the utilization of the services/products you are purchasing; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the adult age of majority in the jurisdiction in which you conducting the purchase) in each case who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for a Service Provider Account to join the Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
To register for a Customer Account to join the Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, you and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Service Provider Account (defined below), you can add a Customer Account (defined below) as a separate account type in settings without re- registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Website or Website Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 CUSTOMER ACCOUNT

You can register for an Account or add an Account type to use the Website and Website Services as a Customer (a “Customer Account”).

1.4.2 SERVICE PROVIDER, MEMBER ACCOUNT
Service Provider: You can register for an Account or add an Account type to use the Website and Website Services as a Service Provider (a “Service Provider Account”).
Member: A specific type of Service Provider Account you can add is an “Member Account”, the owner of which is referred to as an “Member”. A Member Account allows permissions to be granted to Users under the Member Account which can be given different permissions to act on behalf of the Service Provider (each, a “Service Provider Member”).
You acknowledge and agree that the Service Provider is solely responsible, and assumes all liability, for: (a) the classification of your Members as employees or independent contractors; and (b) paying your Members in accordance with applicable law for work performed on behalf of the Service Provider for Projects, Works, Tasks and/or Services. You further acknowledge and agree that (i) the Service Provider may determine the Profile visibility and pricing/rate information of any of its Members; and (ii) Service Provider Members’ Profiles may display work history that includes work done under the Member Account, including after the Service Provider Member is no longer a Service Provider Member.

1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Service Provider Member, you represent and warrant that: (a) the User is authorised to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Website and Website Services. Upon closure of an Account, Supaworks.com may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Supaworks.com. You authorize Supaworks.com, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
1.7 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 username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Supaworks.com to assume that any person using the Website with your username and password, either is you or is authorized to act on your behalf. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Website if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
2. PURPOSE OF SUPAWORKS.COM
Section 2 discusses what Supaworks.com does and does not do when providing the Website and Website Services and some of your responsibilities when using the Website to find or enter into a Service Contract with a Service Provider or Customer, as detailed below.
The Website is a marketplace where Customers and Service Providers can identify each other and advertise, buy, and sell Service Provider Services/Products online. Subject to the Terms of Service, Supaworks.com provides the Website Services to Users, including hosting and maintaining the Website, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Website Payment Processor to pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH SUPAWORKS.COM
Supaworks.com merely makes the Website and Website Services available to enable Service Providers and Customers to find and transact directly with each other. Supaworks.com does not introduce Service Providers to Customers, find Projects/Works for Service Providers, or find Service Providers for Customers. Through the Website and Website Services, Service Providers may be notified of Customers that may be seeking the services they offer, and Customers may be notified of Service Providers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project/Services/Works, Customer or Service Provider on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Supaworks.com is not a party to that Service Contract.
You acknowledge, agree, and understand that Supaworks.com is not a party to the relationship or any dealings between Customer and Service Provider. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Service Provider Services; or (e) paying for Service Provider Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (as defined below). Supaworks.com does not make any representations about or guarantee the truth or accuracy of any Service Provider’s or Customer’s listings or other User Content on the Website; does not verify any feedback or information provided by Users about Service Providers or Customers; and does not vet or otherwise perform background checks on Service Providers or Customers. You acknowledge, agree, and understand that Supaworks.com does not, in any way, supervise, direct, control, or evaluate Service Providers or their work and is not responsible for any Project, Project terms or Work Product. Supaworks.com makes no representations about and does not guarantee, and you agree not to hold Supaworks.com responsible for, the quality, safety, or legality of Service Provider Services; the qualifications, background, or identities of Users; the ability of Service Providers to deliver Service Provider Services; the ability of Customers to pay for Service Provider Services ; User Content and statements or posts made by Users; or the ability or willingness of a Customer or Service Provider to actually complete a transaction.
You also acknowledge, agree, and understand that Service Providers are solely responsible for determining, and have the sole right to determine, which Projects/Works/jobs to accept; the time, place, manner, and means of providing any Service Provider Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Supaworks.com, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Supaworks.com will not have any liability or obligations, including under or related to Service Contracts and/or Service Provider Services for any acts or omissions by you or other Users; (iii) Supaworks.com does not, in any way, supervise, direct, or control any Service Provider or Service Provider Services; does not impose quality standards or a deadline for completion of any Service Provider Services; and does not dictate the performance, methods or process Service Provider uses to perform services; (iv) Service Provider is free to determine when and if to perform Service Provider Services, including the days worked and time periods of work, and Supaworks.com does not set or have any control over Service Provider’s pricing, work hours, work schedules, or work location, nor is Supaworks.com involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Service Provider for a Project/Service/Work/job; (v) Service Provider will be paid at such times and amounts as agreed with a Customer in a given Service Contract, and Supaworks.com does not, in any way, provide or guarantee Service Provider a regular salary or any minimum, regular payment; (vi) Supaworks.com does not provide Service Providers with training or any equipment, labour, tools, or materials related to any Service Contract; (vii) Supaworks.com does not provide the premises at which Service Providers will perform the work. Service Providers are free to use subcontractors or employees to perform Service Provider Services and may delegate work on fixed-price contracts or by agreeing with their Customers to have hourly contracts for Service Provider’s subcontractor(s) or employee(s); and (viii) Supaworks.com does not provide shipping services for any physical Work Product. If a Service Provider uses subcontractors or employees, Service Provider further agrees and acknowledges that this Section applies to Supaworks.com’s relationship, if any, with Service Provider’s subcontractors and employees as well and Service Provider is solely responsible for Service Provider’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Service Provider or Service Provider Member, you expressly acknowledge, agree, and understand that: (1) the Agency or Service Provider is solely responsible for paying its Members for work performed on behalf of the Agency and/or Service Provider and that such payments will not be made through the Website; (2) Supaworks.com is not a party to any agreement between the Service Provider and its Service Provider Members and does not have any liability or obligations under or related to any such agreement, even if the Service Provider or Service Provider Member defaults; (3) neither Service Provider nor Service Provider Members are employees or agents of Supaworks.com; (4) Supaworks.com does not, in any way, supervise, direct, or control the Service Provider or Service Provider Members; (5) Supaworks.com does not set Service Providers’ or Service Provider Members’ contract terms amongst themselves or with Customers (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Supaworks.com does not provide Agencies or Service Provider Members with training or any equipment, labour, tools, or materials needed for any Service Contract; (7) Supaworks.com does not provide the premises at which the Service Provider or Service Provider Members will perform the work; and (8) Supaworks.com makes no representations as to the reliability, capability, or qualifications of any Service Provider or Service Provider Member or the ability or willingness of any Service Provider to make payments to or fulfill any other obligations to Service Provider Members, and Supaworks.com disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 TAXES AND BENEFITS
Service Provider acknowledges and agrees that Service Provider is solely responsible (a) for all tax liability associated with payments received from Service Provider’s Customers and through Supaworks.com, and that Supaworks.com will not withhold any taxes from payments to Service Provider; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Service Provider is not covered by or eligible for any insurance from Supaworks.com; (c) for determining whether Service Provider is required by applicable law to issue any particular invoices for the Service Provider Fees and for issuing any invoices so required; (d) for determining whether the Service Provider is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Service Provider Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United Kingdom, for determining if Supaworks.com is required by applicable law to withhold any amount of the Service Provider Fees and for notifying Supaworks.com of any such requirement and indemnifying Supaworks.com for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Supaworks.com, Service Provider agrees to promptly cooperate with Supaworks.com and provide copies of Service Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Service Provider is engaging in an independent business as represented to Supaworks.com.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request Supaworks.com to publish on their behalf information on the Website about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Service Providers or Customers voluntarily submit to Supaworks.com and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Supaworks.com; Supaworks.com provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Website and you specifically request that Supaworks.com post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Website. You acknowledge and agree that feedback results for you, including your Project Success Scores, wherever referenced, and other User Content highlighted by Supaworks.com on the Website or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Supaworks.com will make Composite Information available to other Users, including composite or compiled feedback. Supaworks.com provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Supaworks.com does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Supaworks.com does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Supaworks.com is not legally responsible for any feedback or comments posted or made available on the Website 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, Supaworks.com reserves the right (but is under no obligation) to remove posted feedback or information that, in Supaworks.com’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Supaworks.com. You acknowledge and agree that you will notify Supaworks.com of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Supaworks.com may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN CUSTOMER AND
SERVICE PROVIDER
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, are detailed below.
3.1 SERVICE CONTRACTS
If a Customer and Service Provider decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Customer and Service Provider. Customer and Service Provider have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Supaworks.com is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Supaworks.com and any User or a partnership or joint venture between Supaworks.com and any User.
With respect to any Service Contract, Customers and Service Providers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Supaworks.com’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Payment System Instructions.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. Supaworks.com does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-Customer relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Supaworks.com expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
Please refer to the Supaworks.com Agency Scheme Agreement for Service Contracts using Supaworks.com Agency Scheme.

3.2 DISPUTES AMONG USERS
For disputes arising between Customers and Service Providers, you agree to abide by the dispute process that is explained in the Escrow Payment System Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Supaworks.com will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Payment System Instructions.
If a Service Provider or Customer intends to obtain an order from any arbitrator or any court that might direct Supaworks.com, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least 20 business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Supaworks.com , we will be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to the other, 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. On a User’s written request, the party that received Confidential Information will 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.

4. WORKER CLASSIFICATION AND SUPAWORKS.COM AGENCY SCHEME
Section 4 discusses what you agree to concerning whether a Service Provider is an employee or independent contractor and when you agree to use Supaworks.com Agency Scheme, as detailed below.

4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Supaworks.com and a User.
Customer is solely responsible for and has complete discretion with regard to selection of any Service Provider for any Project. Customer is solely responsible for and assumes all liability for determining whether Service Providers should be engaged as independent contractors or employees of Customer and engaging them accordingly. Customer warrants its decisions regarding classification are correct and its manner of engaging Service Providers complies with applicable laws, regulations, and rules. Supaworks.com will have no input into, or involvement in, worker classification as between Customer and Service Provider and Users agree that Supaworks.com has no involvement in and will have no liability arising from or relating to the classification of a Service Provider generally or with regard to a particular Project.

4.2 SUPAWORKS.COM AGENCY SCHEME SERVICES
User agrees to enroll in Supaworks.com AGENCY SCHEME if it will receive services from a Service Provider under terms and conditions that would give rise to an employment relationship (unless User elects instead to pay the Conversion Fee (see Section 7)). When the User enrolls in Supaworks.com AGENCY SCHEME, User will engage Supaworks.com’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Supaworks.com, through the Website. The Staffing Provider will hire Service Provider at the request of Customer and Service Provider according to the terms described on the Supaworks.com and otherwise agreed to by the Staffing Provider and Customer and/or Service Provider, and subject to the Supaworks.com AGENCY SCHEME Agreement. For all purposes with Supaworks.com AGENCY SCHEME, the employer of Service Provider will be the Staffing Provider and not Supaworks.com under any circumstances.
Service Provider, acknowledges, understands, and agrees that Supaworks.com will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Service Provider and Staffing Provider or Customer, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Service Provider will not have any contract on the Website or contact with Supaworks.com regarding such employment terms. Where Service Provider and Customer have enrolled in Supaworks.com Agency Scheme the Website is provided for, and Users agree to use the Website for, the sole purpose of enabling Service Provider to communicate with the Staffing Provider and the Customer.

5. SUPAWORKS.COM FEES
Section 5 describes what fees you agree to pay to Supaworks.com in exchange for Supaworks.com providing the Website and Website Services to you and what taxes Supaworks.com may collect, as detailed below.

5.1 FEES FOR SERVICE PROVIDERS
Service Fees. Service Providers will pay Supaworks.com a service fee for the use of the Website Services as set forth in the Fee and Authorization Agreement and the Direct Contract Terms, for using the Website Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Payment Protection, as described in the applicable Escrow Payment System Instructions (the “Service Fees”). The Service Fees (to use the Website Services) are paid solely by Service Provider. When a Customer pays a Service Provider for a Project or when funds related to a Project/Works/Job/Service are otherwise released to a Service Provider as required by the applicable Escrow Payment System Instructions (See Section 6.1), Supaworks.com will credit the Service Provider Escrow Account for the full amount paid or released by the Customer, and then subtract and disburse to Supaworks.com the Service Fee. Service Provider hereby irrevocably authorises and instructs Supaworks.com to deduct the Service Fee from the Service Provider Escrow Account and pay Supaworks.com on Service Provider’s behalf. In the event the Service Provider chooses to withdraw funds in a currency other than British Pound Sterling, there may also be a foreign currency conversion charge imposed by Supaworks.com or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Subscription Fees. Service Providers may subscribe to different levels of participation and privileges on the Website to access additional features and Website Service, by payment of subscription or membership fees as described in and subject to the terms of the Service Provider Subscription Agreement.
In addition to fees charged by Supaworks.com, your disbursement method may also charge activation, maintenance, or other account fees.

5.2 CUSTOMER FEES
Customers pay Supaworks.com a fee for payment processing and administration related to the Service Provider Fees they pay to Service Providers they engage through the Website, as described in the Fee and Authorization Agreement.
Customers may also choose to pay for a premium membership plan to access additional features and Website Services, as described in the Fee and Authorization Agreement.

5.3 VAT AND OTHER TAXES
Supaworks.com may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Service Provider (the “Taxes”). In such instances, any amounts Supaworks.com is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Supaworks.com under the Terms of Service.
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS/SERVICES
Supaworks.com does not introduce Customers to Service Providers and does not help Service Providers secure Projects OR Jobs. Supaworks.com merely makes the Website and Website Services available to enable Service Providers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Supaworks.com does not charge a fee when a Service Provider finds a suitable Customer or finds a Project/Job. In addition, Supaworks.com does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

6. PAYMENT TERMS AND ESCROW PAYMENT SERVICES

Section 6 discusses your agreement to pay Service Provider Service Fees on Service Contracts, and describes how Supaworks.com’s Escrow Services work, what happens if a Customer doesn’t pay, and related topics, as detailed below.

6.1 ESCROW PAYMENT SERVICES
Supaworks.com provides escrow services to Users to deliver, hold, and/or receive payment for a Project/Job, and to pay fees to Supaworks.com (“Escrow Services”) via a Third Party supplier to Supaworks.com. The Escrow Payment Services are intended for business and personal use, and you agree to use the Escrow Payment Services only for business and personal purposes for services purchased or provided on Supaworks.com Website, including associated fees, and not for any other purposes.

6.1.1 ESCROW PAYMENT SYSTEM INSTRUCTIONS
Supaworks.com will use and release funds in an Escrow Account only in accordance with this Agreement and the applicable Escrow Payment System Instructions. You acknowledge and agree that Supaworks.com acts merely as a website and/or internet marketplace. Supaworks.com outsources Escrow Services from a Third Party Payment Processing Provider. If Supaworks.com Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Payment System Instructions, Supaworks.com is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Payment System Instructions. If you authorise or instruct Supaworks.com to release or make a payment of funds from an Escrow Account associated with you, Supaworks.com may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Payment System Instructions or as required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Supaworks.com will follow, the Fixed-Price Escrow Payment System Instructions .
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Customer makes bonus or expense payments, then the Users agree that they will be bound by, and Supaworks.com Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Payment System Instructions.
Supaworks.com Agency Scheme Engagements. If Users use Supaworks.com Agency Scheme (Section 4) for a particular Project, then the Staffing Employee is paid directly by the Staffing Provider. A Customer will be invoiced through the Website by the Staffing Provider, and the applicable Escrow Payment System Instructions will apply. However, the Customer will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
6.1.1 ESCROW ACCOUNTS
Supaworks.com will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Payment System Instructions. Depending on your needs and the applicable Escrow Payment System Instructions, Supaworks.com Escrow will establish and maintain one of three different types of Escrow Accounts:
(a) Customer Escrow Account. After entering into a Service Contract, the first time a Customer makes a payment for a Project, Supaworks.com’s Payment Processing Provider will establish and maintain a “Customer Escrow Account” to hold funds for the Customer to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Supaworks.com.
(b) Service Provider Escrow Account. After entering into a Service Contract, the first time a Service Provider uses the Website to receive payment for a Project, Supaworks.com’s Payment Processing Provider will establish and maintain a “Service Provider Escrow Account” for Service Provider to receive payments for Projects, withdraw payments, make payments to Supaworks.com and issue refunds to Customers.
You hereby authorize and instruct Supaworks.com’s Payment Service Provider to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Payment System Instructions. Customer and Service Provider may access current information regarding the status of an Escrow Account on the Website.

6.1.2 SERVICE PROVIDER APPOINTMENT OF SUPAWORKS.COM’S PAYMENT SERVICE PROVIDER AS AGENT
If you are a Service Provider and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Supaworks.com’s Payment Service Provider, as your agent to obtain funds on your behalf and credit them to your Service Provider Escrow Account as applicable. Because Supaworks.com’s Payment Processing Provider is Service Provider’s agent, Service Provider must, and hereby does, fully discharge and credit Service Provider’s Customer for all payments and releases that Supaworks.com’s Payment Processing Provider receives on Service Provider’s behalf from or on behalf of such Customer.

6.1.3 TITLE TO FUNDS
Supaworks.com and our Affiliates are not banks. Supaworks.com’s Payment Processing Provider deposits and maintains all Escrow Account funds in an EU licensed and Regulated Escrow Payment Processor and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. Supaworks.com’s Payment Processing Provider will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in UK and EU Bankruptcy Regulations, Supaworks.com holds only legal title to, and not any equitable interest in, the escrow Payment Processing Provider Account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Customer and Service Provider concerning the Project, as provided in UK and EU Bankruptcy Regulations.

6.1.4 NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Supaworks.com, Supaworks.com, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide as provided in Section 5 and the Fee and Authorization Agreement.

6.1.5 ESCROW AGENT DUTIES
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Payment System Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Payment System Instructions. Supaworks.com will be under no duty to inquire about or investigate any agreement or communication between Customer and Service Provider, even if posted to the Website. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Customer or Service Provider in accordance with this Agreement or the applicable Escrow Payment System Instructions , if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Payment System Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Payment System Instructions , we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Customer and Service Provider or by a final order or judgment of an arbitrator or court of competent jurisdiction.

6.1.5 ESCROW AGENT RIGHT
We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Customer and Service Provider related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Payment System Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Supaworks.com may be merged or converted or with which Supaworks.com may be consolidated, or any corporation or association to which all or substantially all the escrow business of Supaworks.com may be transferred will succeed to all the rights and obligations of Supaworks.com as escrow holder and escrow agent under this Agreement and the applicable Escrow Payment System Instructions without further act to the extent permitted by applicable law.

6.2 CUSTOMER PAYMENTS ON SERVICE CONTRACTS
Hourly Contracts. Service Provider will invoice Customer for Service Provider Fees on a frequent basis through Supaworks.com, and Customer will pay invoices consistent with the Escrow Payment System Instructions. When Customer approves an Invoice for an Hourly Contract, Customer automatically and irrevocably authorizes and instructs Supaworks.com or its Affiliate, Supaworks.com’s Payment Processing Provider, to charge Customer’s Payment Method for the Service Provider Fees.
Fixed-Price Contracts. Customer becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Customer authorizes the payment of the Service Provider Fees for a Fixed-Price Contract on the Website, Customer automatically and irrevocably authorizes and instructs Supaworks.com or its Affiliates, Supaworks.com’s Payment Processing Provider, to charge Customer’s Payment Method for the Service Provider Fees.
Customer acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Customer to decline or dispute an Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Payment System Instructions.

6.3 DISBURSEMENTS TO SERVICE PROVIDERS ON SERVICE CONTRACTS

Under the relevant Escrow Payment System Instructions, Supaworks.com Escrow disburses funds that are available in the applicable Service Provider Escrow Account and payable to a Service Provider upon Service Provider’s request. A Service Provider can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Service Provider does not request a disbursement, Supaworks.com will automatically disburse available funds no more than 90 days after the Service Provider Fees are released to the Service Provider Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) £20 for Service Providers within the United Kingdom, or (b) £30 for Service Providers outside the United Kingdom. When the funds in the Service Provider Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of: (i) Service Provider’s request; (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold; or (iii) 90 days after the funds are available in the Service Provider Escrow Account.
Hourly Contracts. Service Provider Fees become available to Service Providers following the expiration of the dispute period and the five-day security period.
Fixed-Price Contracts. Service Provider Fees become available to Service Providers following the expiration of the five-day security period after the funds are released as provided in the applicable Escrow Payment System Instructions. The security period begins after Customer accepts and approves work submitted by Service Provider.
Notwithstanding any other provision of the Terms of Service or the Escrow Payment System Instructions , Supaworks.com’s Payment Processing Provider, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Service Provider Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Service Provider’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Service Provider Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Website; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or
(c) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Service Provider Fees is no longer necessary, Supaworks.com will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Payment System Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Customer if you are a Service Provider, despite our provision of the Website Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Supaworks.com’s Payment Processing Provider to (and Supaworks.com’s Payment Processing Provider will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Website and Website Services and close your Account.

6.4 NON-PAYMENT
If Customer is in “default”, meaning the Customer fails to pay the Service Provider Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Supaworks.com), Supaworks.com will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Customer will be deemed to be in default on the earliest occurrence of any of the following: (a) Customer fails to pay the Service Provider Fees when due; (b) Customer fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Customer fails to pay an invoice issued to the Customer by Supaworks.com within the time period agreed or, if no period is agreed, within 30 days; (d) Customer initiates a chargeback with a bank or other financial institution resulting in a charge made by Supaworks.com for Service Provider Fees or such other amount due being reversed to the Customer; or (e) Customer takes other actions or fails to take any action that results in a negative or past-due balance on the Customer’s account.
If Customer is in default, we may, without notice, temporarily or permanently close Customer’s Account and revoke Customer’s access to the Website and Website Services, including Customer’s authority to use the Website to process any additional payments, enter into Service Contracts, or obtain any additional Service Provider Services from other Users through the Website. However, Customer will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Customer’s Account as a result of the default. Without limiting other available remedies, Customer must pay Supaworks.com upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of two percent (2%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Supaworks.com or its Affiliates,or parent Company, may, without notice, charge all or a portion of any amount that is owed on any Account to Supaworks.com or as Service Provider Fees or otherwise to any Payment Method on file on the Customer’s Account; set off amounts due against other amounts received from Customer or held by for Customer by Supaworks.com, or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Supaworks.com does not guarantee that Customer is able to pay or will pay Service Provider Fees and Supaworks.com is not liable for Service Provider Fees if Customer is in default. Service Provider may use the dispute process as described in the applicable Escrow Payment System Instructions in order to recover funds from Customer in the event of a default or may pursue such other remedies against Customer as Service Provider chooses. If Supaworks.com recovers funds from a Customer in default pursuant to this Section 6.4, Supaworks.com will disburse any portion attributable to Service Provider Fees to the applicable Service Provider to the extent not already paid by Customer or credited by Supaworks.com through any Payment Protection program.

6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Customer acknowledges and agrees that Supaworks.com or its Affiliates, or parent Company , will charge or debit Customer’s designated Payment Method for the Service Provider Fees incurred as described in the applicable Escrow Payment System Instructions and the Fee and ACH Authorization Agreement and that once Supaworks.com or its Affiliates, or parent Company, charges or debits the Customer’s designated Payment Method for the Service Provider Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Customer also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Customer resolve disputes. To the extent permitted by applicable law, Customer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Service Provider Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Customer initiates a chargeback in violation of this Agreement, Customer agrees that Supaworks.com or its Affiliates, parent Company., may dispute or appeal the chargeback and institute collection action against Customer and take such other action it deems appropriate.

6.6 PAYMENT METHODS
In order to use certain Website Services, Customer must provide account information for at least one valid Payment Method.

Customer hereby authorizes Supaworks.com, its Affiliate, and parent Company, as applicable, to run credit card authorizations on all credit cards provided by Customer, to store credit card and banking or other financial details as Customer’s method of payment consistent with our Privacy Policy, and to charge Customer’s credit card (or any other Payment Method) for the Service Provider Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
By providing Payment Method information through the Website and authorizing payments with the Payment Method, Customer represents, warrants, and covenants that: (a) Customer is legally authorized to provide such information; (b) Customer is legally authorized to make payments using the Payment Method(s); (c) if Customer is an employee or agent of a company or person that owns the Payment Method, that Customer is authorized by the company or person to use the Payment Method to make payments on Supaworks.com; and (d) such actions do not violate the terms and conditions applicable to Customer’s use of such Payment Method(s) or applicable law.
When Customer authorizes a payment using a Payment Method via the Website, Customer represents and warrants 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 or the other Terms of Service cannot be collected from Customer’s Payment Method(s), Customer is solely responsible for paying such amounts by other means.
Supaworks.com is not liable to any User if Supaworks.com does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Supaworks.com will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Payment System Instructions.

6.7 BRITISH POUNDS STERLING AND FOREIGN CURRENCY CONVERSION
The Website and the Website Services operate in British Pounds Sterling. If a User’s Payment Method is denominated in a currency other than British Pounds Sterling and requires currency conversion to make or receive payments in British Pounds Sterling , the Website may display foreign currency conversion rates that Supaworks.com, Supaworks.com Escrow, or our Affiliates currently make available to convert supported foreign currencies to British Pounds Sterling . These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Website. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to British Pounds Sterling at the foreign currency conversion rate displayed on the Website. A list of supported foreign currencies is available on the Website. If foreign currency conversion is required to make a payment in British Pounds Sterling and Supaworks.com or its Affiliate, or parent Company., as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Website, Supaworks.com Escrow or one of our Affiliates will charge, debit, or credit the User’s Payment Method in British Pounds Sterling and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Website is at the User’s sole risk. Supaworks.com, or its Affiliate or Parent Company, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than British Pounds Sterling. Supaworks.com, Parent Company, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

7. NON-CIRCUMVENTION
Section 7 discusses your agreement to make and receive payments only through Supaworks.com for three years from the date you first identify or meet your Customer or Service Provider on the Website, unless you pay a Conversion Fee; violating this Section 7 is a serious breach and your Account may be permanently suspended for violations, as detailed below.

7.1 MAKING PAYMENTS THROUGH SUPAWORKS.COM
You acknowledge and agree that a substantial portion of the compensation Supaworks.com receives for making the Website available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Website or Website Services (the “Supaworks.com Relationship”). Supaworks.com only receives the Service Fee when a Customer and a Service Provider pay and receive payment through the Website. Therefore, except as set out in Section 7.2, for 36 months from the start of a Supaworks.com Relationship (the “Non-Circumvention Period”), you agree to use the Website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Website unless you pay a fee to take the relationship off of the Website (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Website, such as if you and another User worked together before meeting on the Website, then the Non-Circumvention Period does not apply. If you use the Website as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
By way of illustration and not in limitation of the foregoing, you agree not to:

• Offer or solicit or accept any offer or solicitation from parties identified through the Website to contract, hire, invoice, pay, or receive payment in any manner other than through the Website.
• Invoice or report on the Website or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User you identified on the Website to a third-party who is not a User of the Website for purposes of making or receiving payments other than through the Website.
You further agree you will not initiate unsolicited communications with any User outside of the Website, including, without limitation, using any information found on the Website such as name, company name, or other information on the Website, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User.
You agree to notify Supaworks.com immediately if a person suggests to you making or receiving payments other than through the Website in violation of this Section 7 or if you receive unsolicited contact outside of the Website. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Supaworks.com here.
You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Website, such as minimum rates supported on the Website, and therefore choose to cease using the Website, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Website.

7.2 OPTING OUT
If you wish to Opt-Out, contact us at hello@supaworks.com. Supaworks.com reserves the right to reject or accept your request without any explanation. The Conversion Fee may be calculated differently for Supaworks.com Relationships when the Customer is a Business Customer if the Business Customer contract with Supaworks.com provides for different terms.
To inquire about or pay the Conversion Fee, send an email message to hello@supaworks.com.

You understand and agree that if Supaworks.com determines, in its sole discretion, that you have violated Section 7, Supaworks.com or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Website and Website Services, and/or (z) charge you for all losses and costs (including any and all time of Supaworks.com’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

8. RECORDS OF COMPLIANCE
Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Supaworks.com upon request. Nothing in this subsection requires or will be construed as requiring Supaworks.com to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Website will not be construed as creating any responsibility on Supaworks.com’s part to store, backup, retain, or grant access to any information or data for any period.

9. WARRANTY DISCLAIMER
Section 9 discusses your agreement and understanding that the Website and Website Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE WEBSITE, THE WEBSITE SERVICES, ANY INFORMATION ON THE WEBSITE OR THE CONTINUATION OF THE WEBSITE. THE WEBSITE AND THE WEBSITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SUPAWORKS.COM MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, THE WEBSITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPAWORKS.COM DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST SUPAWORKS.COM WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

10. LIMITATION OF LIABILITY
Section 10 discusses your agreement that Supaworks.com usually will not have to pay you damages relating to your use of the Website and Website Services and, if it is, at most it will be required to pay you £100 voucher, as detailed below.
Supaworks.com is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Website or Website Services;

delays or disruptions in our Website or Website Services;

viruses or other malicious software obtained by accessing, or linking to, our Website or Website Services;

glitches, bugs, errors, or inaccuracies of any kind in our Website or Website Services;

damage to your hardware device from the use of the Website or Website Services;

the content, actions, or inactions of third parties’ use of the Website or Website Services;

a suspension or other action taken with respect to your Account;

your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Website; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL SUPAWORKS.COM, 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. THE LIABILITY OF SUPAWORKS.COM, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) £100 VOUCHER; OR (B) ANY FEES RETAINED BY SUPAWORKS.COM WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CUSTOMER OR SERVICE PROVIDER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that Supaworks.com is not a party to any contract between Users, you hereby release Supaworks.com, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Service Provider Services provided to Customer by a Service Provider and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Payment System Instructions.

12. INDEMNIFICATION
Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Website or Website Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless Supaworks.com, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Website and the Website Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Website Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Website Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of Supaworks.com as an employer or joint employer of Service Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. AGREEMENT TERM AND TERMINATION
Section 13 discusses your and Supaworks.com’s agreement about when and how long this Agreement will last, when and how either you or Supaworks.com can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 TERMINATION
Unless both you and Supaworks.com expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to hello@supaworks.com . In the event you properly terminate this Agreement, your right to use the Website and Website Services is automatically revoked, and your Account will be closed. Supaworks.com is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Supaworks.com to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Website; (c) Supaworks.com will continue to perform those Website Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Supaworks.com for any Website Services or such other amounts owed under the Terms of Service and to any Service Providers for any Service Provider Services.
Without limiting Supaworks.com’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Website or Website Services, deny your registration, or permanently revoke your access to the Website and refuse to provide any or all Website Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Supaworks.com or our Affiliates; may be contrary to the interests of the Website or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Website under the same Account or a different Account or reregister under a new Account without Supaworks.com’s prior written consent. If you attempt to use the Website under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Website depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows:
IF SUPAWORKS.COM DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, SUPAWORKS.COM HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT SUPAWORKS.COM WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
13.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Website and any closure of your Account may involve deletion of any content stored in your Account for which Supaworks.com will have no liability whatsoever. Supaworks.com, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

13.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non- circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Supaworks.com from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND SUPAWORKS.COM
Section 14 discusses your agreement with Supaworks.com and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Supaworks.com or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Supaworks.com, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Supaworks.com (including without limitation any claimed employment with Supaworks.com or one of our Affiliates or successors), the termination of your relationship with Supaworks.com, or the Website Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Website, Website Services, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Supaworks.com or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the following:
UK law
The Trade Secrets (Enforcement, etc.) Regulations 2018
The Human Rights Act 1998
Disabled Persons (Employment) Act 1944,
Race Relations Act 1976 ,
Sex Discrimination Act 1975
Slave Trade Act 1807, Roman Catholic Relief Act 1829, Slavery Abolition Act 1833, Second Reform Act of 1867, Conspiracy and Protection of Property Act 1875, Third Reform Act 1884, Redistribution Act 1885
Human Rights Act 1998,
Intelligence Services Act 1994, Intelligence Services Act 1994,
Trade Union and Labour Relations (Consolidation) Act 1992
Equality Act 2010
Disability Discrimination Act 1995,
The Equality Act 2010
Equal Pay Act 1970
Family Medical Leave Act,
Wages Councils Act 1945
Employment Relations Act 1999
Health and Social Care Act 2012
Human Rights Act 1998,
Data Protection Act 2018
Armed Forces Act 2011,
Employment Relations Act 1999
Employment Relations Act 1999
Employment Relations Act 1999,
Equality Act 2010
The Management of Health and Safety at Work Regulations 1999,
The Workplace (Health, Safety and Welfare) Regulations 1992,
The Health and Safety (Display Screen Equipment) Regulations 1992,
The Personal Protective Equipment at Work Regulations 1992,
The Manual Handling Operations Regulations 1992,
The Provision and Use of Work Equipment Regulations 1998,
The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 1995
National Minimum Wage Act 1998, Pensions Act 2008
Fraud Act 2006
EU laws equivalent
EU Trade Secrets Directive
European Convention on Human Rights 1953
Treaty of Rome 1957
The Charter of Fundamental Rights of the European Union
Article 157 of the Treaty on the Functioning of the European Union (TFEU),
The Pregnant Workers Directive
Disability Discrimination Act 2005
Council Directive 2000/78/EC: Employment Equality Framework Directive
EU Council Directive (96/34/EC)
Treaty on the Functioning of the European Union: Article 168 (protection of public health), Article 114 (approximation of laws), Article 153 (social policy)
Article 168 of the Treaty on the Functioning of the European Union, Directive 98/44/EC, Data Protection Directive 95/46/EC
EU Directive on collective redundancies
Council Directive 2000/78/EC: Employment Equality Framework Directive
Article 153 of the Treaty on the Functioning of the European Union , Directive 2009/104/EC – use of work equipment, Directive 99/92/EC – risks from explosive atmospheres, Directive 89/654/EEC – workplace requirements, Directive 92/58/EEC – safety and/or health signs, Directive 89/656/EEC – use of personal protective equipment, Regulation (EU) 2016/425 on personal protective equipment, Directive 2006/42/EC – new machinery directive
Charter of Fundamental Rights 2000
Convention drawn up on the basis of Article K.3 (2) (c) of the Treaty on European Union, Convention drawn up on the basis of Article K.3 (2) (c) of the Treaty on European Union
or laws and regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Supaworks.com or the termination of that relationship.
Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by the CIArb.

14.2 CHOICE OF LAW
The Website Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the England and Wales, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Service Provider located within the United States will be governed by the law of the state in which such Service Provider resides.
However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the UK Arbitration Act 1996

14.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Supaworks.com agree to first notify each other of the Claim. You agree to notify Supaworks.com of the Claim at Attn: Legal, Supaworks.com, 1 Whites Croft, Leadenhall, Milton Keynes, MK6 5LG, United Kingdom or by email to hello@supaworks.com , and Supaworks.com agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Supaworks.com then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Supaworks.com, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Supaworks.com will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER

DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED KINGDOM AND ITS TERRITORIES
This Arbitration Provision applies to all Users except Users located outside of the United Kingdom and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Supaworks.com, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from Chartered Institute of Arbitrators (CIArb), instead of a court or jury. CIArb may be contacted at https://www.ciarb.org .

14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Supaworks.com ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Supaworks.com Agency Scheme Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason CIARB will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in England in accordance with the CIARB Comprehensive Arbitration Rules and Procedures’ then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the CIARB Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in England, United Kingdom. Claims by Service Providers that allege employment or worker classification disputes or will be conducted in England, United Kingdom in accordance with the CIARB Employment Arbitration Rules and Procedures then in effect. The applicable CIARB arbitration rules may be found at https://www.ciarb.org. Any dispute regarding the applicability of a particular set of CIARB rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Supaworks.com will follow the applicable CIARB rules with respect to arbitration fees. In any arbitration under the CIARB Employment Arbitration Rules and Procedures, the Service Provider will pay CIARB arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Supaworks.com to make up the difference, if any. In any arbitration under the CIARB Comprehensive Arbitration Rules and Procedures’ in effect in which a User makes a claim under a consumer protection statute, the User will pay CIARB arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or £150.00, whichever is less, with Supaworks.com to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between Supaworks.com and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, any disability insurance or unemployment insurance benefits or national insurance or their international equivalents.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation all applicable UK government commissions and agencies. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent government administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Supaworks.com will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under the law.

14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision
will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and Supaworks.com agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

14.4.3. CLASS AND COLLECTIVE WAIVER
Private attorney general representative actions under the England and Wales Law are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Supaworks.com agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the CIARB rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Supaworks.com agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Supaworks.com may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 14 by notifying Supaworks.com in writing within 30 days of the date you first registered for the Website. To opt out, you must send a written notification to Supaworks.com at Attn: Legal, Supaworks.com, 1 Whites Croft, Leadenhall, Milton Keynes, MK6 5LG, United Kingdom that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to hello@supaworks.com.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Supaworks.com constitutes mutual acceptance of the terms of this Arbitration Provision by you and Supaworks.com. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

14.4.5. ENFORCEMENT OF THIS ARBITRATION PROVISION.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Supaworks.com agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

15. GENERAL
Section 15 discusses additional terms of the agreement between you and Supaworks.com, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Website from certain locations, as detailed below.

15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Supaworks.com relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Supaworks.com drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Supaworks.com because of the authorship of any provision of the Terms of Service.
15.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Supaworks.com unless they are agreed in a written instrument signed by a duly authorized representative of Supaworks.com or posted on the Website by Supaworks.com. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
15.3 ASSIGNABILITY
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Supaworks.com’s prior written consent in the form of a written instrument signed by a duly authorized representative of Supaworks.com. Supaworks.com may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will accustom to the benefit of the successors, heirs, and permitted assigns of the parties.
15.4 SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Website is controlled and operated from our facilities in the United Kingdom.

15.7 ACCESS OF THE WEBSITE OUTSIDE THE UNITED KINGDOM
Supaworks.com makes no representations that the Website is appropriate or available for use outside of the United States. Those who access or use the Website from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United Kingdom, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Regulations maintained by the United Kingdom government departments and the sanctions programs maintained by the UK government. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorisations from the appropriate government authorities. You also warrant that you are not prohibited from receiving UK. origin products, including services or software.
In order to access or use the Website or Website Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Website or Website Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to UK. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity, identified on the UK government departments blacklisted or blocked persons or otherwise ineligible to receive items subject to UK export control laws and regulations or other economic sanctions rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Website and Website Services and your license to use the Website or Website Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS
In connection with the Website Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from Supaworks.com or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Website and the Website Services, you give us permission to provide these records to you electronically instead of in paper form.

16. DEFINITIONS
Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
“Customer” means any authorised User utilizing the Website or Website Services, including any Contract Services, to seek and/or obtain Service Provider Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Provider or Customer; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow Account” means Customer Escrow Account, Service Provider Escrow Account, or Escrow Account.

Escrow Payment System Instructions” means the Fixed-Price Escrow Payment System Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Payment System Instructions.
“Fixed-Price Contract” means a Service Contract for which Customer is charged a fixed fee agreed between a Customer and a Service Provider, prior to the commencement of a Service Contract, for the completion of all Service Provider Services contracted by Customer for such Service Contract.
“Service Provider” means any authorised User utilizing the Website or Website Services, including Direct Contract Services, to advertise or provide Service Provider Services to Customers, including Service Provider Accounts that are Service Provider Accounts or, if applicable, Service Provider Members. A Service Provider is a customer of Supaworks.com with respect to use of the Website and Website Services.
“Service Provider Fees” means: (a) for an Hourly Contract, the amount reflected in the Invoice (the number of hours invoiced by Service Provider, multiplied by the hourly rate charged by Service Provider); (b) for a Fixed-Price Contract, the fixed fee agreed between a Customer and a Service Provider; and (c) any bonuses or other payments made by a Customer to a Service Provider.
“Service Provider Services” means all services performed for or delivered to Customers by Service Providers.

“Hourly Contract” means a Service Contract for which Customer is charged based on the hourly rate charged by Service Provider.

“Invoice” means the report of services/work/product invoiced for a stated period by a Service Provider for Service Provider Services performed for a Customer.
The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Supaworks.com, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Supaworks.com may accept from time to time in our sole discretion.
“Project” means an engagement for Service Provider Services that a Service Provider provides to a Customer under a Service Contract on the Website.
“Staffing Employee” means a Service Provider enrolled in Supaworks.com Agency Scheme, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Service Provider Services to one or more Customer(s).
“Service Contract” means, as applicable, (a) the contractual provisions between a Customer and a Service Provider governing the Service Provider Services to be performed by a Service Provider for Customer for a Project; (b) a Direct Contract as defined in the Supaworks.com Direct Contract Terms; or (c) if you use Supaworks.com Agency Scheme, the contractual provisions between Service Provider and the Staffing Provider for the provision of services to Customer, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Supaworks.com App” means the online platform accessed using Supaworks.com’s downloaded application or other software that enables users to use services provided by supaworks.com, its affiliates or parent company.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Website Visitor or User post to any part of the Website or provide to Supaworks.com, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Service Provider agrees to create for, or actually delivers to, Customer as a result of performing the Service Provider Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.


[/Terms of Use]