This page (together with the documents referred to on it) tells you the terms and conditions on which you may advertise and post projects which require creatives to realise a concept or idea ("Project") and buy the completed work from the creative (as a "Client") on our website http://wooshii.com (our "site") and submit applications to complete a Project and sell the completed work to the Client (as a "Creative"). Please read these terms and conditions carefully before registering on our site. You should understand that by registering on our site, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to register or post Projects or submit applications to Projects on our site.
INFORMATION ABOUT US
wooshii.com is a site operated by Wooshii Limited ("we"). We are registered in England and Wales under company number 06862860 and with our registered office at Lock 90 Deansgate Locks, Trumpet Street, Manchester M1 5LW UK. Our main trading address is WOOSHII LTD | LOCK 90 DEANSGATE LOCKS | TRUMPET STREET | MANCHESTER | M1 5LW | UK
By registering on our site, you warrant that:
You are legally capable of entering into binding contracts;
You are at least 18 years old;
The dates provided by you are correct and complete.
When you register to use the site you will be asked to create a username and a password. In order to prevent fraud you must keep this username and password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you agree to notify us by contacting firstname.lastname@example.org immediately.
HOW THE CONTRACT IS FORMED BETWEEN THE CREATIVE, THE CLIENT AND US
The Client shall upload the details of a Project. The details shall include the scope and specification of the Project, the price which the Client is willing to pay for the completed Project, the date by which applications must be submitted by Creatives and the date by which the Project must be completed ("Completion Date").
A Creative may submit a proposal to complete a Project ("Proposal"). Each Proposal shall include the price for the completion of the Project and confirmation the Project will be completed by the Completion Date. Each Proposal shall constitute an offer.
On the confirmation of a Proposal by the Client a contract shall be formed between the Client and Creative on the basis of these terms and conditions and either their own contract or if the Client and Creative have not agreed to the terms of their own contract on the terms of the Independent Contractor Agreement.
DELIVERY AND ACCEPTANCE
If the Creative fails to complete the Project by the Completion Date the Client may serve notice on the Creative requiring the Project to be completed within 7 days. If the Creative fails to complete the Project by the 7th day the Client may terminate the contract and we shall return the Price (as defined below) to the Client.
Once the Project has been completed the Creative shall deliver the Project to the Client who shall confirm the Project has been completed by clicking "Project Complete".
If the Client does not accept the Project it shall notify us and the Creative within 7 days of delivery. The Client and Creative shall negotiate in good faith in an effort to resolve the dispute.
If the Client and Creative are unable to resolve the dispute within 21 days the matter shall be referred to us for resolution. A fee equal to the higher of 15% of the Price and £10 ("Resolution Fee") shall be paid to us in consideration for our providing resolution services. The Resolution Fee shall be deducted from the Price held by us. We shall not consider any submissions or make any decision until we have received the Resolution Fee.
The parties are entitled to make submissions to us, provided always that such submissions are made via our site, and shall provide us with such assistance and documents as we reasonably require for the purpose of reaching a decision.
We shall supply our written decision within 14 days. Our written decision on the matter shall be final and binding on the parties in the absence of manifest error or fraud.
RISK AND TITLE
The completed Project will be at the Client's risk from the time of delivery.
Ownership of the Project will only pass to the Client when the Creative receives full payment of all sums due.
PRICE AND PAYMENT
The Client shall pay a non-refundable submission fee equal to 15% of the maximum amount the Client is willing to pay for the completion of the Project to us if it wishes to post a Project on the site ("Submission Fee"). The post will not be available to be viewed on our site until the Submission Fee has been received by us. The Submission Fee is our fee to enable the Client to post a Project onto the site and is not contingent on the successful completion of the Project.
The price of any Project will be the price agreed between the Client and Creative as set out in the Creative's Proposal ("Price").
The Creative shall pay an amount equal to 15% of the Price to us as commission for the Project ("Commission"). The Commission shall not become due and owing until completion of the Project.
These prices exclude VAT. The Client or Creative shall, on receipt of a valid VAT invoice, pay to such additional amounts in respect of VAT as are chargeable.
Payment for each Project must be made to us when the Client and Creative enter into a contract for the Creative to complete the Project and the Creative shall not commence the Project until confirmation from us that the Price has been received.
On completion of the Project, the Creative shall invoice the Client for the Price and we shall submit an invoice for the Commission.
Provided always, that we have received the Price in accordance with clause 6.5, we shall pay the Price less the Commission (and any applicable VAT) to the Creative on behalf of the Client.
All invoices shall be paid within 14 days of the date of invoice.
The Creative warrants to the Client that the completed Project is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
The Creative's liability for losses the Client suffers as a result of it breaking this agreement including deliberate breaches is strictly limited to the Price.
Our site is an online venue for the posting and delivery of projects by Creatives and Clients and you acknowledge and accept that we do not source or deliver projects. We have no liability for the projects delivered and your sole recourse shall be against the Client, to the extent you are the Creative, and to the Creative to the extent you are the Client. Notwithstanding the above, to the fullest extent permitted by law, we exclude all warranties, conditions and other terms implied by statute or common law from the Contract.
Our liability for losses the Creative suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to the Commission.
Our liability for losses the Client suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to the Submission Fee.
This does not include or limit in any way our or the Creative's liability:
for death or personal injury caused by our negligence;
under section 2(3) of the Consumer Protection Act 1987;
for fraud or fraudulent misrepresentation; or
for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
loss of income or revenue
loss of business
loss of profits or contracts
loss of anticipated savings
loss of data
loss of data, or
waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable;
provided that this clause 7.7 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 7.1 or clause 7.3 or any other claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause 7.7.
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Wooshii Limited at email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
TRANSFER OF RIGHTS AND OBLIGATIONS
The contract between you and us is binding on you and us and on our respective successors and assigns.
You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
Strikes, lock-outs or other industrial action.
Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Impossibility of the use of public or private telecommunications networks.
The acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
You will be subject to the policies and terms and conditions in force at the time that enter a contract in respect of a Project, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before the Project is completed (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of notification of the change to the terms and conditions).
LAW AND JURISDICTION
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.