Last Updated: 31-07-2015

Terms And Conditions

THIS PAGE (TOGETHER WITH THE DOCUMENTS REFERRED TO ON IT) TELLS YOU THE TERMS AND CONDITIONS ON WHICH YOU MAY ADVERTISE AND POST JOBS WHICH REQUIRE CREATIVE’S TO REALISE A CONCEPT OR IDEA (“JOB”) AND BUY THE COMPLETED WORK FROM THE CREATIVE (AS A “CLIENT”) ON OUR WEBSITE www.wooshii.com (OUR “SITE”) AND SUBMIT APPLICATIONS TO COMPLETE A JOB 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.

Information about us

www.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 Wooshii LTD, Lock 90 Deansgate Locks, Trumpet Street, Manchester M1 5LW UK. Our VAT number is 991590089.

Your status

By registering our site, you warrant that:

  1. By registering our site, you warrant that: You are legally capable of entering into binding contracts;
  2. You are at least 18 years old;
  3. 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 team@wooshii.com immediately.

How the contract is formed between the Creative, the Client and Wooshii

  1. The Client shall upload the details of a Job, (“Job Brief“). The details shall include the scope and specification of the Job, the price which the Client is willing to pay for the completed Job, the date, (“Pitch Date“) by which applications must be submitted by Creatives.
  2. A Creative may submit a pitch to complete a Job (“Pitch”). Each Pitch shall constitute an offer.
  3. On the confirmation of a Pitch by the Client a contract shall be formed between the Client and Creative on the basis of these terms and conditions and on the terms of the Wooshii Contractor Agreement below.

Delivery and Acceptance

  1. If the Creative fails to complete the Job the Client may serve notice on the Creative requiring the Job to be completed within 7 days. If the Creative fails to complete the Job by the 7th day the Client may terminate the contract and we shall return the Price (as defined below) to the Client.
  2. Once the Job has been completed the Creative shall deliver the Job to the Client using Wooshii or via email who shall confirm the Job has been completed by clicking “Job Complete”.
  3. If the Client does not accept the Job 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.
  4. 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.
  5. 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.
  6. 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.

Our liability

  1. The Creative warrants to the Client that the completed Job is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
  2. 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.
  3. Our site is an online venue for the posting and delivery of jobs by Creatives and Clients and you acknowledge and accept that we do not source or deliver jobs. We have no liability for the jobs 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.
  4. Our liability for losses the Creative suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to 10% of the Price.
  5. Our liability for losses the Client suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to 10% of the Price.
  6. This does not include or limit in any way our or the Creative’s liability:
    1. for death or personal injury caused by our negligence;
    2. under section 2(3) of the Consumer Protection Act 1987;
    3. for fraud or fraudulent misrepresentation; or
    4. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
  7. We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
    1. loss of income or revenue
    2. loss of business
    3. loss of profits or contracts
    4. loss of anticipated savings
    5. loss of data
    6. loss of data, or
    7. 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.

Written communications

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.

Notices

All notices given by you to us must be given to Wooshii Limited at team@wooshii.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

  1. The contract between you and us is binding on you and us and on our respective successors and assigns.
  2. 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.
  3. 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

  1. 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).
  2. 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:
    1. Strikes, lock-outs or other industrial action.
    2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
    3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
    4. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
    5. Impossibility of the use of public or private telecommunications networks.
    6. The acts, decrees, legislation, regulations or restrictions of any government.
  3. 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.

Waiver

  1. 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.
  2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
  3. 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.

Severability

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.

Entire agreement

  1. 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.
  2. 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.
  3. 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

  1. 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.
  2. You will be subject to the policies and terms and conditions in force at the time that enter a contract in respect of a Job, 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 Job 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.

Wooshii Contractor Agreement

  1. WHEREAS, Creative wishes to provide services as laid out in the Pitch (the “Product/Service”); and
  2. WHEREAS, The Client wishes to purchase or benefit from the Product/Service.
  3. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
  1. 1. Term. The Term of this Agreement shall begin on the Pitch Date and remain in effect for a period of one year.
  2. 2. Deliverables. The Creative will provide the Product/Service as described in the Job Brief. The Creative shall provide such Product/Service in a professional manner, consistent with the standards established among reputable London companies. The Creative hereby agrees that all deliverables arising hereunder shall be the sole property of The Client, and all copyrights, patents, patent rights, trademarks, and reproduction rights to, and other proprietary rights in, each such deliverable, whether or not patentable or copyrightable, shall belong exclusively to The Client. In the event any such deliverable (and the associated intellectual property rights thereto) shall not, upon creation thereof, be deemed the sole property of The Client as described above, The Creative hereby assigns to The Client all of The Creative’s right, title, and interest throughout the world in and to all such deliverables and the associated intellectual property rights.
  3. 3. Pricing. The Client shall pay The Creative for the Product/Service in accordance with the pricing schedule. Any change in pricing from the pricing schedule shall be subject to The Client’s prior written approval and reflected as an addendum to this Agreement.
  4. 4. Payment. The Creative shall invoice The Client for the Product/Service within 30 days of providing same. The Client shall pay undisputed invoices within 45 days from the invoice date. The Client shall not be responsible for charges invoiced by The Creative more than 60 days after the Product/Service concerned is provided.
  5. 5. Coordination. The Creative shall cooperate with and take direction from such salespersons, associate brokers, employees, or other entities as The Client shall designate, from time to time, in connection with the Product/Service to be performed by The Creative hereunder.
  6. 6. Expenses. All expenses incurred by the parties in connection herewith shall be the sole responsibility of the party who incurred such expense. To the extent that The Client agrees to reimburse The Creative for any expenses, such reimbursement shall be at The Creative’s actual cost, without markup.
  7. 7. Confidentiality. The Client has certain proprietary and/or non­public information which it has designated as confidential or which, under the circumstances surrounding its disclosure, ought to be treated as confidential ("Confidential Information"). Confidential Information includes, but is not limited to, information relating to: (i) The Client's sales and/or marketing proposals, branding strategies, creative designs and concepts, technical data, trade secrets and know­how, research, services, suppliers, supplier lists, customers, employee lists, customer lists, markets, developments, inventions, processes, procedures, policies, technology, designs, techniques, hardware configuration information, marketing, forecasts, business strategy, finances or other business information; and (ii) information received from others, including but not limited to clients, that The Client is obligated to treat as confidential. Confidential Information shall cease to be Confidential Information only if such information or material becomes available to the general public through an intentional and authorized disclosure by The Client. The Creative recognizes that as a result of this Agreement, it may be provided with Confidential Information. The Creative will maintain the confidentiality of the Confidential Information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar confidential information, but in no event less than commercially reasonable procedures. In no event shall The Creative, without The Client's prior written permission: (a) transfer or disclose any of the Confidential Information to any third party or (b) use any of the Confidential Information for any purpose other than in connection with the provision of services as contemplated hereunder at The Client's direction. Notwithstanding clause (a) of the preceding sentence, The Creative may disclose the Confidential Information to the employees, attorneys, accountants, agents or other representatives (each, a "Representative") of The Creative who have a bona fide need to know such Confidential Information in connection with the delivery of services hereunder, provided however, that The Creative shall ensure that such third party abides by the terms hereof and provided further that The Creative shall be responsible for any unauthorized disclosure by such third party. If The Creative or any of its Representatives is requested or required to disclose any of the Confidential Information pursuant to a subpoena, court order, statute, law, rule, regulation or other similar requirement (a "Legal Requirement"), The Creative may disclose the Confidential Information in accordance with (but only to the extent necessary to comply with) the Legal Requirement. To the extent any Legal Requirement arises, and only to the extent permitted by law, The Creative shall notify The Client of such Legal Requirement prior to making any disclosure of the Confidential Information in connection therewith.
  8. 8. Indemnification. To the fullest extent permitted by law, The Creative shall defend, indemnify, and hold harmless The Client and any agents, heirs, successors, assigns, or employees from and against third party claims, damages, losses and expenses, including but not limited to legal fees, arising out of or resulting from this Agreement and the Product/Service to be provided hereunder.
  9. 9. Assignment. Neither party may assign, sublicense or otherwise transfer or delegate any right or obligation in this Agreement without the written consent of the other party.
  10. 10. No Waiver. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the party to be charged thereby.
  11. 11. Severability. If any term, clause or provision of this Agreement is held to be illegal, invalid or unenforceable, or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable under present or future laws effective during the term hereof or of any provisions hereof which survive termination, then and in any such event, it is the express intention of the parties that the remainder of this Agreement, or the application of such term, clause or provision other than to those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby, and each term, clause or provision of this Agreement and the application thereof shall be legal, valid and enforceable to the fullest extent permitted by law.
  12. 12. Independent Contractor and No Relation to The Client. It is expressly understood that The Creative is an independent contractor and not the agent, partner, joint venturer, or employee of The Client. The Creative shall not have the authority to enter into any contract or agreement to bind The Client and shall not represent to anyone that it has such authority. All of The Creative's employees and/or independent contractors (hereinafter referred to as “The Creative’s Staff”) assigned to work on The Client jobs shall remain at all times during the Agreement independent contractors and/or employees of The Creative and not of The Client. The Creative agrees that it is solely responsible for paying the wages of its Staff and for paying any income, social security, and other employment taxes due to the proper taxing authorities, and that The Client will not deduct such taxes from any payments to The Creative hereunder. The Creative, and if applicable, The Creative's Staff, shall have no claim against The Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind, statutory or otherwise. The Creative represents and warrants that it is in compliance with all federal, state and local laws and regulations relating to The Creative's Staff and agrees that it will be responsible for making all decisions with respect to all human resource matters for The Creative's Staff.
  13. 13. Appropriate Insurance. The Creative shall carry, and will cause The Client (without any cost to The Client) to be named as an additional insured on, commercial general liability insurance and employer’s liability insurance policies with commercially reasonable limits and deductibles, which insurance will cover all claims for bodily injury, death and property damage incurring upon, in or about any premises on which the Product/Service is to be provided. The Creative shall deliver to The Client either a duplicate original of the aforesaid policy or a certificate evidencing such insurance. The Creative shall provide thirty (30) days' notice to The Client of the cancellation of any such policies.
  14. 14. Compliance with All Applicable Laws. The Creative agrees at all times to abide by all applicable local ordinances and codes, and all applicable state and federal statutes and regulations with respect to The Creative's delivery of the Product/Service.
  15. 15. Termination. The Client may terminate this Agreement immediately for any reason upon written notice to The Creative. The Creative may terminate this Agreement for any reason with thirty (30) business days' advance written notice to The Client. If either party breaches a material obligation under this Agreement, and such breach is not cured within ten (10) business days after such party's receipt of written notice of the breach, the party not in default may immediately terminate the Agreement. In the event of termination prior to completion of all work described, The Client shall pay any undisputed outstanding amounts owed described based on proof of work completed and billed at the time of such notice of termination.
  16. 16. 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.
  17. 17. Conflict of Provisions. If there is any conflict between the provisions of this Agreement and any other agreement, the provisions of this Agreement shall control.
  18. 18. Entire Agreement. This Agreement supersedes any prior agreement between the parties with respect to the subject matter hereof, whether written or oral. This Agreement embodies the entire understanding between and among the parties. Any changes, additions, revisions, or modifications must be accomplished via a written instrument signed by the parties.
  19. 19. Authority. No associate broker or salesperson can bind The Client to any contract. Any contract with The Client, including this Agreement, must be signed by an authorized officer of The Client or it will be ineffective and not binding upon The Client.

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