Workstreams Terms & Conditions
InventoryBase is our platform linking Suppliers to Buyers looking to outsource property visits and prepare professional property reports.
We draw your attention to the indemnity at clause 18 and the limitation of liability at clause 23.
1. Our terms
What these terms cover. These are the InventoryBase terms and conditions on which we provide you InventoryBase.
Why you should read them. Please read these terms carefully before you use InventoryBase. These terms tell you who we are, how we provide InventoryBase to you, how your use of InventoryBase may end or change, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us.
This is our entire agreement with you. These terms and any document and terms referred to within constitute the entire agreement between us in relation to your use of InventoryBase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. Information about us and how to contact us
Who we are. We are Radweb Ltd, t/a InventoryBase a company registered in England and Wales. Our company registration number is 6057546 and our registered office is at 1c Holders Barn, Clarendon Close, Petersfield, England, GU32 3FR.
How to contact us. You can contact us by telephoning our customer service team at 033 33 444 506, by emailing firstname.lastname@example.org or by writing to us at our trading address: 4 Acorn Business Centre, Northarbour Road, Portsmouth, England, PO6 3TH.
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us.
“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
How we will accept your use of InventoryBase. You accept these terms when signing up for a subscription to InventoryBase or using InventoryBase. Your payment of the subscription fee or use of InventoryBase indicates your acceptance of these terms and a contract will come into existence between you and us. You must set up an account with us and accept these terms in order to gain access to InventoryBase.
InventoryBase use. If you purchase an InventoryBase subscription or set up an InventoryBase account, we will grant you access to use the InventoryBase platform subject to these terms. Your InventoryBase account and subscription is personal to your business and legal entity only (e.g. a sole trader or private limited company) and you may only have one account. You agree not to let anyone outside of your business use your InventoryBase account or subscription, including other members of a group of companies if your company is part of such a group. We reserve the right in our sole discretion to refuse to offer InventoryBase to any person or organisation. You must provide honest, accurate and complete information when using InventoryBase and keep your account information updated. No assignment of any intellectual property owned by us or our licensors shall take place under these terms.
Keep your username and password safe. You must keep your InventoryBase username and password secure and not permit anyone outside your business to use them. If we have reason to believe that access to your InventoryBase account has been accessed or used without authority, we may suspend your InventoryBase account and subscription to investigate and terminate your account and subscription and our contract immediately if we identify that there has been unauthorised access. In the event that we terminate the contract in this way, we reserve the right to retain any payments you have made to us.
Information uploaded to InventoryBase. You and other users of InventoryBase provide information to upload to InventoryBase for others to view. Although we have made it as easy as possible for users to provide information, we cannot guarantee that the information is correct, true, honest or accurate.
We only operate in the UK. Our website is solely for the promotion of InventoryBase in the UK. Unfortunately, we do not intend to provide InventoryBase for use outside the UK at this time.
4. Price and payment for InventoryBase
Where to find the price for InventoryBase. The price of InventoryBase and our related services will be the price indicated on our website or through InventoryBase before or when you subscribe or agree for the services to be carried out.
What happens if we got the price wrong. It is always possible that, despite our best efforts, the price is incorrectly shown and charged. If we accept and provide a subscription or service where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the relevant contract and refund you any sums you have paid.
When you must pay and how you must pay. Payment is required for your InventoryBase subscription to start. We use and accept payments with Stripe. In using InventoryBase, you agree to Stripe’s payment terms and conditions available here. We also use Stripe to arrange, receive and make payment between InventoryBase users.
5. Workstream process
- A Buyer submits information on the services it requires (“Job”), which is then published on InventoryBase for Suppliers to view.
- Suppliers may then submit their offer for completing the Job (“Bid”).
- The Buyer may review Bids and accept one, forming a legally-binding agreement between the Buyer and Supplier that made the accepted Bid (“Workstream”).
- A Bid shall be accepted once the Buyer has made a payment in escrow through InventoryBase/Stripe, pending completion of the Workstream and comprising the Buyer’s fee and our commission.
- On completion of the services subject of the Workstream, we shall raise an invoice on behalf of the Supplier and arrange for our and the Supplier’s fees to be paid from the payment in escrow.
- We are not party to the contract between the Buyer and Supplier subject of the Workstream.
6. Workstream terms
The following terms shall apply to each Workstream to the exclusion of any other terms the Supplier and Buyer seek to impose:
- The Supplier shall carry out the services detailed in the Job with reasonable care and skill.
- The Buyer shall pay to the Supplier the price given in the accepted Bid on completion of the services.
- The Buyer shall provide reasonable assistance to the Supplier to allow them to complete the services.
- The Job shall be deemed accepted (“Acceptance”) by the Buyer:
- 3 days after the Supplier confirms it has completed the services through InventoryBase, unless the Buyer disputes this; or
- on acceptance by the Buyer submitted through InventoryBase, if earlier;
- if the Buyer rejects such price update, the Supplier shall be required to provide the services detailed in the Job at the price given in the Bid; ommitting any additional scope of work not paid for, or
- if the Buyer accepts such price update, the services in the Job and the price shall be amended accordingly,
- and our commission shall be applicable in addition to and form part of any such price update.
7. Workstream cancellation by Buyer or Supplier
Buyer Workstream cancellation. The Buyer may request a cancellation of a Workstream through InventoryBase. If the Buyer believes they are entitled to a refund, the Buyer can notify InventoryBase of the cancellation by requesting a refund using the “Request Refund” action through InventoryBase. A cancellation of a Workstream by the Buyer will result in a payment of the same amount of commission payable to us as if the Workstream had been completed from the amount held on account. Any commission paid to us is non-refundable. In addition, the Buyer’s account may receive negative feedback viewable on InventoryBase as a result of cancelling Workstreams.
Supplier Workstream cancellation. The Supplier may request a cancellation of a Workstream through InventoryBase. If the Supplier cancels a Workstream, we shall be entitled to deduct the same amount of commission payable to us from the Supplier as if the Workstream had been completed, from the Supplier’s account and the payment received from the Buyer shall be refunded. In addition, the Supplier’s account may receive negative feedback viewable on InventoryBase as a result of cancelling Workstreams.
8. What you must do when giving information
What will happen if you do not give required information to us. We require certain information so that we can supply InventoryBase to you and to provide Buyers and Suppliers with enough information. We will require this information from you before we are able to advertise a Job or Bid on InventoryBase. If you do not give us the required information, or if you give incomplete or incorrect information, we may end your subscription or account and the Job or Bid submitted. The information you must provide includes:
- your identity;
- your business’ details;
- the nature of your business; and
as a Buyer:
- debit or credit card details;
- property details;
- full service details;
- whether or not you are an employer;
- if you are an employer, whether you have employer’s liability insurance and a copy of your insurance policy schedule;
- sample reports;
- membership or accreditation details;
- business ownership/shareholder details (PSC);
- bank account details;
as a Supplier:
8.2. Our holding of your funds
Funds held for Inventorybase only. We only hold funds on your behalf for the purposes of settling payments due under Workstreams and payment due to us. We recommend that you do not hold dormant balances on the platform and shall charge and deduct £10 from your account each calendar month from the last payment into your account until no money is held in your account. Funds held by us or on our behalf us are not insured nor covered by any compensation scheme and you use it entirely at your own risk. We hold each user’s funds in separate accounts with Stripe.
We agree to make such funds available to the relevant account within 24 hours:
- of Acceptance to the Supplier;
- in the event of cancellation, to the Buyer; or
- such other time as we deem reasonable given the circumstances,
subject to these terms and fraud and anti-money laundering procedures being carried out and deemed successful.
Anti-money laundering. We take our obligations to prevent fraud and money laundering seriously and reserve the right to delay/withhold payments if fraud or money laundering is suspected. All payments for work completed must go via InventoryBase unless we have given express written permission otherwise in relation to a specific payment or invoice. Attempts to pay outside of InventoryBase will lead to sanctions not limited to immediate account suspension and termination. You must immediately report to us any offers to pay or carry out services outside of InventoryBase in respect of a Workstream or Job.
Payments are routinely checked by InventoryBase for fraud prevention purposes. We aim to process these payments and credit funds to the Supplier’s InventoryBase user account within three (3) working days, however we reserve the right to take up to fourteen (14) working days.
8.3. Your obligations
- You shall immediately report any problems or issues encountered with InventoryBase or a Workstream to us.
- The Buyer and Seller must provide feedback on completion of a Workstream and may receive negative feedback on InventoryBase if it fails to do so.
- You shall not (and shall not permit) any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any content, Workstream, or bid on or through the services provided through InventoryBase, including without limitation any user content, that infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty.
- Neither party shall not make a request a release of funds in relation to a Workstream prior to its completion or cancellation. The purpose of funds being held during the Workstream is to provide the Supplier with the security needed for them to undertake the work. A party making a premature request to release funds shall be charged and pay £25 as an administration fee to us in dealing and remedying the request.
- You shall report any cases where funds in relation to a Workstream or Job are requested outside of these terms immediately.
- You shall not engage in any or offer incentives in exchange for feedback (whether positive or otherwise).
- You shall notify us immediately if you receive any offer or incentive to provide feedback.
- You must not publish more than one Bid for each Job available through InventoryBase.
Any breach of the above obligations shall entitle us to temporarily or permanently suspend the account of the party at fault and any other party assisting or engaging with a breach.
Buyer refusal to pay. In the rare event that a Buyer refuses payment for legitimate services performed by a Supplier, we may seek to resolve issues to the satisfaction of all parties to help maintain an effective working relationship between all those concerned.
You agree and understand that we are not a party to the Workstream and, without prejudice to our rights, or the exercise of our rights, under these terms, it is for the Buyer and Supplier to agree a resolution in the event of a dispute. We reserve the right to not become involved in any dispute between Buyer and Supplier and may withdraw any assistance at any time.
Any dispute between Buyer and Supplier must be raised through InventoryBase (“Dispute”).
We may act in any way we consider reasonable in relation to a dispute between the parties, including denying, delaying or releasing payment as we see fit.
Our assistance with a dispute will only be provided if all of the following criteria are met:
- The dispute is raised formally through InventoryBase.
- The Buyer must have an account in good standing, with accurate, honest and up-to-date information and at least one valid and authenticated payment method on file with at least one successful payment.
- The Buyer must agree that funds be held while a dispute is in progress.
- The Supplier’s account must be in good standing, with accurate, honest and up-to-date information.
- If an invoice is disputed the Supplier must submit a Dispute specifically identifying any disputed and non-disputed services and payments within seven (7) days after the applicable invoice being raised.
- If an invoice is not disputed and not paid the Supplier must contact InventoryBase customer support identifying the details of the work that should be paid within ten (10) days after invoice raise.
Payments must be processed through InventoryBase and Stripe. All payments between Buyer and Supplier must be processed through InventoryBase as outlined in these terms, both for work sourced on InventoryBase and for any follow on work between the Buyer and Supplier, either for the same Workstream or another Workstream. A Supplier may seek express written permission from us to allow payment by alternative means for a specific invoice or payment in anticipation or pursuant to any legal action taken.
Payment (or an attempt to pay) outside of InventoryBase in respect of a Workstream is a breach of these terms unless our prior express written consent has been obtained. Such payment (or attempt of) may lead to temporary and/ or permanent suspension of the Buyer and/or Supplier’s account.
We use a third-party service provider, Stripe, to process payments by Buyers and to transfer funds to Suppliers. These third-party payment service providers are regulated and authorised to provide payment services in the countries where they operate. Funds of users are held in separate client accounts via Stripe.
You give permission to us to share the personal information or transactional information with third-party payment service providers where necessary to process payments and provide our services.
Supplier to reimburse for business contracted outside of InventoryBase. The Supplier shall be liable for and make payment to us for any loss of business and legal expenses that we may and do incur in recovering any payment for the Supplier transacting business in respect of a Job, Bid or Workstream outside of InventoryBase. We reserve the right to withdraw payment from any funds held in the Supplier’s Account in order to recover fees due to us or otherwise payable had any such business been transacted through InventoryBase.
We may require information for security reasons. For security reasons, we reserve the right to request additional information from users, including original documents, and to verify documents with issuing institutions.
Therefore, we reserve the right to request the following proofs of identity:
- a copy of a Government issued ID (Passport, Driver’s License or National ID Card);
- a copy of a recent utility bill showing your name and address (less than 3 months old);
- For credit/debit card users (one of the following):
- a copy of the front and back of the card used. For security compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back; or
- a bank statement of the card used on your InventoryBase account (less than 3 months old),
and for security compliance you must blank out the central 8 digits of the card number digits.
8.5.2. Leaving Feedback
When the Workstream is completed, both parties are asked to provide both qualitative feedback and a rating from 1-5 across three (3) categories for the other party. This rating influences each user’s ranking on InventoryBase.
The three categories are:
- Quality of report; and
- Speed of delivery.
In order to read review received in respect of a Workstream, feedback must be submitted in respect of such Workstream.
Feedback is published on the member’s profile page when both parties leave their feedback within 30 days since payment in respect of a Workstream. If 30 days have passed, any submitted review is disclosed and users that haven’t left any review will no longer be able to do so.
Any feedback that we deem inappropriate or unsuitable may be removed at our discretion.
8.5.3. Cancellations and refunds
Buyer Workstream refund. A Buyer is entitled to receive a refund of funds held through InventoryBase in respect of a Workstream under the following circumstances:
- no response: the Supplier has not responded in the Workstream within 48 hours of the Acceptance;
- non-performance: the Supplier of a Workstream did not deliver on its obligations under the Workstream,
and subject to payment of our fees that would have been payable had the Workstream been completed.
Buyer and Supplier may mutually agree to a refund however authorisation of such refunds will be subject to a review by us and payment of our fees that would have been payable had the Workstream been completed.
Refunds are only applicable to funds held in through InventoryBase and Stripe in respect of the Workstream. On Acceptance or by releasing funds to the Supplier through InventoryBase/Stripe, the Buyer accepts that this payment is non-refundable.
Buyers shall not file a dispute or reverse (or apply to reverse) payment through their credit card holder, bank or Stripe. Attempts to seek a refund in this way will lead to the Buyer’s account being automatically suspended and/or terminated.
We will process refund requests subject to a review of the refund reason and circumstances to ensure that both parties have complied with these terms and conditions, and that the purpose of the refund is not to avoid any of the parties’ obligations under these terms and conditions. If we reasonably believe that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations we shall not be obliged to make the refund.
InventoryBase rankings following cancellation/refund. Users are strictly discouraged from causing cancellations and refunds. Refunds will impact standing in the InventoryBase marketplace as follows:
- where the Supplier is at fault for the refund (for example, due to no response, poor quality of work or they have cancelled the Workstream), it will negatively impact their Supplier status and rankings;
- where the Buyer is found to be the cause for the refund (for example, an early cancellation due to a change in their business need) it will negatively impact their Buyer status; and
- multiple refunds attributed to a user will lead to temporary and/or permanent restrictions on their account or termination, depending upon the severity/cause and any other relevant factors
We encourage Suppliers and Buyers to try and resolve any disagreements between themselves. However should that not be possible, we can provide assistance as follows:
A Dispute can be raised:
- by the Supplier manually after a Buyer has rejected an invoice;
- By the Buyer manually if the Supplier has not responded or fulfilled its obligations under a Workstream.
To raise a dispute, the Supplier is required to pay a non-refundable fee outlined in the payment section of these terms. We reserve the right to offer the option to open a Dispute to certain users.
For invoice disputes specifically, the amounts taken into consideration are the lower of the amount held pursuant to the Workstream or the invoice amount. If the amount disputed is £100 (or €130 or USD $160) or above, we may reach out to both parties in order to mediate and try and bring the dispute to resolution.
InventoryBase will aim to make a resolution decision on behalf of both parties within seven (7) days. If a mutual resolution has already been agreed between both parties in relation to the Workstream, then the dispute will either be cancelled or resolved in line with the mutual agreement.
In the event of having to make a resolution decision, we will use only the communication in the Workstream as sole evidence, and consider:
- if both parties are acting in good faith and have tried to resolve the issue between themselves before contacting us, including at least a second attempt made between both parties to complete or rectify the Workstream;
- if the Workstream was delivered in accordance with its terms;
For Disputes concerning the quality of the work delivered, we will consider whether the Supplier has met general quality standards and assessments on quality down to perceived taste or requiring specialist technical or subject matter expertise, will not form part of the resolution decision.
In the event of having to make a resolution decision on behalf of the parties, we will notify both parties within fourteen (14) days of the Dispute. The disputed funds shall be dealt with in accordance with the resolution decision and these terms and conditions. Our involvement with the Dispute ends once the resolution in relation to the Dispute has been communicated.
You agree and accept that any payments and/or other actions made by us in accordance with the resolution decision of a Dispute are made in good faith and users shall have no cause of action against us (whether in contract, tort or otherwise) in respect of the resolution decision or any such actions or payments made pursuant to it.
220.127.116.11. Our fees
Our fees. Our fees are for the use of InventoryBase as an intermediate platform and facilitating a Workstream, they do not reflect the outcome of any Workstream and are non-refundable.
Our commission/fees in respect of a Workstream are:
|Payment method||InventoryBase Fee|
|Visa Debit||5% of the Supplier’s fee + £0.25|
|Visa Credit||5% of the Supplier’s fee + £0.25|
|MasterCard||5% of the Supplier’s fee + £0.25|
|American Express||5% of the Supplier’s fee + £0.50|
Supplier fees. We reserve the right to charge Suppliers a Service Fee in accordance with the Service Fee Structure they have chosen.
|Payment method||InventoryBase Fee|
|All Payment Methods||5% of the Buyer’s fee + £0.25|
- The minimum Service Fee per Workstream is £2.50 (excl. VAT).
Optional listing fee. A Buyer may elect to mark a Workstream listing as ‘URGENT’ with a prominent symbol that will make it stand out for an additional fee of £10. This fee is paid to us in return for proactively managing the sourcing of a vetted Supplier.
BACs Transfer. If your bank is located in the United Kingdom, your cleared funds will be paid directly to your local bank account every 14 days.
Bank transfer reversal fees. If your bank transfer gets reversed due to incorrect banking information, wrong bank account type or foreign currency bank account settings limitation, you will be charged a reversal fee of £15.
Dispute fee. If a Supplier decides to raise a Dispute, a non-refundable fee equal to 10% of the value of the disputed invoice or amount, subject to a minimum charge of £5.
Bank transfer investigation fee. Please note that if there is a delay in payment from the banking institution, a formal investigation can be initiated with the bank to determine transaction issues. There is a £25 fee that is issued which must be applied by the customer in order to initiate this process.
Chargeback or Request for Information (“RFI”) fee. A chargeback is a disputed card transaction filed by a Buyer with their card issuer when they dispute a payment or when their card is being used without their authorisation.
An RFI is a Request for Information the bank raises asking us for additional information regarding a particular transaction, which may be in dispute or unauthorised. The Buyer’s bank charges us a fee in both of these instances and as a result, we pass these fees to Suppliers whose Buyer filed a chargeback or RFI with their bank for a particular Workstream/payment.
Our fee per chargeback is £15.00 and we will make reasonable effort to respond to RFIs with proof of the Transaction and any required information but cannot guarantee that the case will be settled in favour of the Supplier.
In case of chargebacks, if the Buyer’s card company decides in the Supplier’s favour, the Supplier will be refunded the money to their InventoryBase account. If the decision is in favour of the Buyer, the transaction will be cancelled, the Buyer will receive a full refund, and the fee amount will be deducted from the Supplier’s InventoryBase account.
Fast Track Fee – Once your Supplier application is submitted and/or your Account/ID documents uploaded, you have the option of paying a fee of £10 in order to have your application and documents reviewed within 24 hours (1 working day). The fast track fee will provide you the fast track service for as long as such service is offered through InventoryBase.
If you require a transaction through InventoryBase which involves a currency conversion, it will be completed at a foreign exchange rate determined by an official institution, which is adjusted on a regular base. Exchange rates fluctuations are not under our control.
A Currency Conversion Fee of 2.5% will be applied every time a currency conversion is performed. When a currency conversion is available, you will be shown the exchange rate that will be applied to the transaction before you proceed with authorising the payment transaction. By accepting this transaction, you also agree to the exchange rate currency conversion terms.
Discontinuance or modification. We reserve the right at any time to modify or discontinue InventoryBase either temporarily or permanently with or without notice. We shall not be liable to you in the event of any modification, suspension or discontinuance of InventoryBase.
Non-compliance. We reserve the right to not grant or to remove any previously granted access to Workstream from your user account should any of the InventoryBase terms and conditions not be met. We reserve the right to suspend the user account or remove access should abusive or fraudulent activity be suspected and is at our discretion.
We reserve the right to restrict your access, temporarily or indefinitely block your account, stop any Workstreams you have in progress, warn other Buyers and Suppliers of your actions or issue you a warning if:
- you breach the letter or spirit of these terms and conditions or the referenced policies;
- we are unable to verify or authenticate any information you provide to us;
- we believe that your actions may cause any loss or liability to our users or to us
You confirm that you are not economically barred/limited under sanctions rules of any country worldwide.
18.104.22.168. Other policies
General terms of website use. You agree to the InventoryBase Terms of Service, which sets out how users may make use of InventoryBase.
Related Policies. The following policies are part of these terms and conditions and should be read carefully:
- Terms of Service
- GDPR Policy
- Workstream Policies – made available to approved Suppliers;
- Workstream Offer Submission Policy
- Workstream Bid Submission Policy
- Terms of Engagement
- Profile Policies
You are responsible for your advertising a Job or Bid. You are responsible for providing the content you wish to advertise through InventoryBase, its accuracy and for fulfilling any legal requirements required to advertise for roles. We are not responsible for the success of advertising roles through InventoryBase. You must comply with all applicable laws.
You may publish one Bid through InventoryBase for each Job available. What you must do. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, InventoryBase and, in the event of any such unauthorised access or use, promptly notify us. Any and all material which you contribute to InventoryBase must:
- be accurate (where they state facts);
- be genuinely held (where they state opinions); and
- comply with applicable law in the UK and in any country from which they are posted.
What you must not do. You must not
- access, store, distribute or transmit any malware or any material that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights to you, to disable access to any material that breaches the provisions of this clause;
You shall indemnify us for any claims arising from your use of InventoryBase. You shall indemnify us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of InventoryBase, provided that:
- You are given prompt notice of any such claim;
- we provide reasonable co-operation to you in the defence and settlement of such claim, at the your expense; and
- you are given sole authority to defend or settle the claim.
10. Our rights to make changes
Minor changes to InventoryBase. We may make changes to InventoryBase:
- to reflect changes in relevant laws and regulatory requirements; and
- to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not significantly affect your use of InventoryBase.
11. Duration of your InventoryBase subscription and maintenance
When we provide the InventoryBase subscription. We will begin your subscription on receipt of full payment. You will be given access to InventoryBase for as long as you have a subscription. The subscription will automatically renew and payment will be taken by the same method you used when signing up to InventoryBase. If payment cannot be taken on the renewal date, you will no longer be given access to InventoryBase and we will contact you by email to let you know. You may sign up to InventoryBase again if your subscription has expired and is not renewed by signing up again and making payment through InventoryBase.
We are not responsible for delays outside our control. We do not warrant that your use of InventoryBase or the services provided in connection with or through InventoryBase will be uninterrupted or error free or that InventoryBase will meet your requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that InventoryBase may be subject to limitations, delays and other problems inherent in the use of such communications facilities. If we become aware that use of InventoryBase is delayed or prevented by an event outside of our control then we will contact you as soon as we can to let you know and take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a delay of over two weeks you may contact us to end the contract and receive a pro rata refund for any remaining subscription you have paid for.
We may update and maintain InventoryBase. We shall use commercially reasonable endeavours to make InventoryBase available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
- unscheduled maintenance performed outside of 9.00 am to 5.00 pm, provided that we have used reasonable endeavours to give you at least 7 hours’ advance notice.
Reasons we may suspend InventoryBase. We may have to suspend InventoryBase to deal with technical problems or make minor technical changes or to update InventoryBase to reflect changes in relevant laws and regulatory requirements.
Your rights if we suspend InventoryBase. If we have to suspend InventoryBase for longer than one week and unconnected to a breach by you of these terms, we will refund you so that you do not pay for InventoryBase while it is suspended.
We may also suspend supply of InventoryBase if you do not pay. If for any reason you do not pay us for InventoryBase when you are supposed to, we may suspend your subscription and account until you have paid us the outstanding amounts.
12. Your rights to end the contract with us
You can always end your contract with us at the end of a subscription. You can notify us through InventoryBase that you would not like your subscription to automatically renew. If you do not automatically renew your subscription, our contract with you will expire at the end of your current subscription. No refund will be given if you choose not to renew your subscription.
13. Our rights to end the contract
We may end the contract if you break it. We may end our contract with you at any time by writing to you if:
- you do not make any payment to us when it is due;
- you commit a material breach of any of these terms;
- you repeatedly breach any of these terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these terms; or
- you do not, within a reasonable time of us asking for it, provide us with information we reasonably request form you.
If we terminate our agreement with you for any of the reasons outlined above:
- all access to InventoryBase granted shall immediately terminate and you shall immediately cease all use of InventoryBase;
- we may destroy or otherwise dispose or prevent access to any information you have made available through InventoryBase; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
You must compensate us if you break the contract. If we end the contract in the situations set out above you will not be entitled to a refund for any money you have paid in advance for InventoryBase.
14. Our responsibility for loss or damage suffered by you.
Limitation on our liability. Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Subject to the above provisions in this clause:
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us;
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the fee you have paid for a subscription;
- we shall not be liable under a Workstream; and
- you have no right to seek to hold us liable for a Buyer or Supplier’s alleged actions or failures.
- you accept that InventoryBase or the services provided in connection with or through InventoryBase are provided on an ‘as is’ basis and that they may not be free of bugs or errors.
15. How we may use personal information
How we and you comply with data protection laws. You agree to comply with all applicable requirements of the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, including the Data Protection Act 2018 (together the Data Protection Legislation).
Processing data on your behalf. If we process any personal data on your behalf when performing our obligations under these terms, you are the data controller and we are the data processor for the purposes of the Data Protection Legislation (where personal data, data controller and data processor have the meanings as defined in the Data Protection Legislation).
Transferring data outside of the EEA. Personal data you provide us may be transferred or stored outside the EEA in order to provide InventoryBase and allow us to fulfil our other obligations under these terms.
You are responsible for obtaining consent. Without prejudice to the generality of the above data protection provisions, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data you provide to us for the duration and purposes of the subscription and InventoryBase account so that we may lawfully use, process and transfer the personal data in accordance with these terms on your behalf.
Our processing of information. Without prejudice to the generality of the above data protection provisions, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under these terms:
- process that personal data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union or by the laws of England and Wales applicable to the us to process personal data (“Applicable Laws”). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- you or we have provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
Technical and organisational measures. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
You agree we may appoint third party processors. You consent to us appointing Stripe Inc. (and their subsidiaries or affiliates) as third-party processors of personal data under this agreement. We confirm that we (or our processors) have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to these data protection provisions. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor we appoint.
16. Other important terms
Varying these terms. We reserve the right to vary these terms at any time by giving notice to you.
We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You may not transfer your rights to someone else. You may not transfer your rights or your obligations under these terms to another person.
Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
If a court finds part of this contract unlawful, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide you with a subscription, we can still require you to make the payment at a later date.
Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.