Provider Terms & Conditions

Effective Date: 27th June 2017

Please Note

THIS IS AN IMPORTANT DOCUMENT. IT IS A LEGAL CONTRACT BETWEEN YOU AND BREEZE LOCAL LTD. PLEASE DO NOT AGREE TO IT UNLESS YOU HAVE READ AND UNDERSTOOD IT AND ANY DOCUMENT MENTIONED IN IT. WE RECOMMEND THAT YOU CONSULT A LAWYER. YOU SHOULD ALSO HAVE THE DOCUMENT TRANSLATED INTO YOUR OWN LANGUAGE IF NECESSARY. IF YOU NEED ANY CLARIFICATION, PLEASE ASK US AND WE WILL ENDEAVOUR TO HELP BUT WE CANNOT GIVE YOU LEGAL ADVICE.

1. Definitions

1.1

This is an agreement between Breeze Local Ltd trading as Breeze Local and Breeze Carpet Cleaners operating from the following websites breezelocal.co.uk, breezelocal.com, carpetcleaning.co.uk, breeze.services with its registered office at First Floor, 30 London Road, Sawbridgeworth, Hertfordshire, CM21 9JS, UK company number 10004972 and the person wishing to utilise Breeze Local's booking agency services ("the Service Provider").

2. Definitions and interpretation

2.1

The following terms shall have the following meanings in this agreement:

Customers	persons to whom Breeze Local requests the Service Provider to supply Services
Customer Terms and Conditions	the Customer terms and conditions on the Websites as may be changed from time to time
Profile	the Service Provider's profile on the Website
Services	services to be supplied by the Service Provider to Customers
Websites	Bree Local websites as breezelocal.co.uk/.com carpetcleaning.co.uk breeze.services
In Writing	all forms of visible reproduction in permanent form (including email)

2.2

The word "including", unless the context otherwise requires, shall mean "including without limitation". The headings in this agreement are for convenience only and shall not affect its interpretation. References to a "person" shall include any individual, firm, unincorporated association or body corporate.

3. Application by Service Provider

3.1

The Service Provider acknowledges that in determining whether the Service Provider could be a potential supplier of Services to Breeze Local relies on the accuracy and completeness of the information supplied by the Service Provider. The Service Provider promises that all such information is accurate and not misleading.

3.2

The Service Provider promises that he/she possesses the necessary immigration status to enable the Service Provider to supply Services.

3.3

I authorise Breeze Local and/or any of their appointed agents to carry out all necessary searches, including searches of consumer credit records, in order to verify my information

3.4

The Service Provider promises it will promptly disclose to Breeze Local all matters which are material to the Service Provider's ability and suitability to perform the Services as well as any material changes thereto.

4. Relationship between parties

4.1

If Breeze Local decides in its absolute discretion to accept the Service Provider's application, the Service Provider authorises Breeze Local to act as a booking agent for the Service Provider whereby Breeze Local processes bookings, takes payment and contractually commits the Service Provider to supply Services to Customers on the basis of this agreement and the Customer Terms and Conditions.

4.2

The Service Provider acts an independent contractor and shall not be an employee of Breeze Local. The Service Provider shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with this agreement or the Services. The Service Provider shall indemnify Breeze Local against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable by Breeze Local in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of the negligence or wilful default of Breeze Local. Breeze Local may at its option satisfy such indemnity (whether in whole or in part) by way of deduction from the payments due to be paid to it under this agreement.

5. Services

5.1

If a Service Provider accepts a contract with a particular Customer whether once-off or otherwise, the Service Provider agrees to supply Services to that Customer in accordance with the terms of this agreement. The Service Provider acknowledges that, notwithstanding any obligations of the Service Provider to Breeze Local herein regarding the standard of such Services, the Service Provider contracts direct with each Customer for the supply of Services and that, in the event of a dispute with the Customer, the Service Provider's recourse is against the Customer and not Breeze Local.

5.2

The Service Provider promises that it has the necessary skills to supply the Services.

5.3

The Service Provider shall supply the Services in accordance with a high degree of professionalism and the highest industry standards.

5.4

The Service Provider shall comply with applicable laws and regulations in the supply of the Services and otherwise in connection with this agreement.

5.5

The Service Provider shall agree in accordance with its Customer as to the provision and procurement of materials required in the provision of services. Breeze Local is not responsible for the provision of any tools, equipment or materials.

5.6

The Service Provider acknowledges that Breeze Local will notify the Service Provider of any Customer cancellation by removing the order from the application and it is the Service Provider's responsibility to frequently monitor the application for these changes.

5.7

The Service Provider shall promptly notify Breeze Local:

a) if for any reason it cannot attend any scheduled visit or otherwise becomes unable or unavailable to supply the Services as contracted;
b) if it receives any complaints from Customers; and
c) of any grievance that the Service Provider may have in relation to Customers.

5.8

The Service Provider shall attempt to resolve, any complaint by a Customer directly with said Customer.

5.9

The Service Provider shall provide reasonable co-operation to Breeze Local in connection with this agreement and comply with Breeze Local's reasonable requirements including prompt provision of such information and documents as Breeze Local may reasonably request in connection with this agreement.

5.10

The Service Provider shall only use Customer contact information insofar as necessary to supply the Services. The Service Provider shall keep such information confidential and shall delete it on request by Breeze Local.

5.11

Breeze Local does not guarantee that the Service Provider will receive any contracts or revenues from this agreement.

5.12

Breeze Local does not vet Customers and cannot provide any guarantees as to the conduct of Customers or the suitability or safety of their premises. Service Providers attend service visits at their own risk. Service Providers must leave immediately if they have any concerns as to such matters.

5.13

The Service Provider shall not during the period of this agreement supply any services to any Customer which have not been booked via Breeze Local. The Service Provider shall not supply any services at all to any Customer for 24 months from the date of the Customer's last order with Breeze Local.

6. The Websites

6.1

The Service Provider acknowledges that the Profile cannot be altered directly by the Service Provider. Any requests for changes to the Profile must be made to Breeze Local and it is in Breeze Local's absolute discretion whether or not to implement such requested changes.

6.2

Breeze Local gives no guarantee as to the availability of the Websites and is entitled to temporarily suspend the Websites without prior notice for the purposes of repair, maintenance or improvement.

6.3

The Service Provider acknowledges that the Website may include Customer comments reviews / ratings ("Reviews") relating to the Services provided by the Service Provider and that these will be publicly available for viewing. Breeze Local is not responsible for monitoring or editing such Reviews. The Service Provider acknowledges that such Reviews may be critical or defamatory of the Service Provider. Notwithstanding that Breeze Local may be aware or ought reasonably to be aware that such Reviews caused or contributed to publication of a defamatory statement about the Service Provider, the Service Provider releases Breeze Local from any liability in connection with such defamatory statements provided that Breeze Local offers the Service Provider a reasonable right of reply.

7. Personal Data

7.1

The Service Provider acknowledges and agrees that Breeze Local is entitled to process the Service Provider's personal data in accordance with the terms of Breeze Local's privacy and cookies policy which is subject to change from time to time.

8. Fees and Payment

8.1

The payments due to the Service Provider for Services are as advised by Breeze Local to the Service Provider during the application process. Breeze Local is entitled to change the payment rates by giving at least 14 days' notice to the Service Provider in Writing.

8.2

The Service Provider shall not request or accept any payment direct from any Customer. All electronic payments must go through Breeze Locals bank account. If a cash payment is made the Service Provider authorises Breeze Local to debit the credit/debit card of the Service Provider for any fees owed to Breeze Local.

8.3

Breeze Local shall use reasonable endeavours to remit payments due to the Service Provider by online bank transfer within three business days after the day when the Customer has been successfully charged. In the event of any Customer complaint, upon the instruction of the customer Breeze Local is authorised to withhold from any payment otherwise due to the Service Provider such sum as it considers reasonable for such period as it considers reasonable.

8.4

Payment processing services for Service Providers on Breeze Locals Application are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this agreement or continuing to operate as a Service Provider on Breeze Local's Application, you agree to be bound by the Stripe Services Agreement. The Stripe Services Agreement may be modified by Stripe from time to time. As a condition of Breeze Local enabling payment processing services through Stripe, you agree to provide Breeze Local accurate and complete information about you and your business, and you authorise Breeze Local to share it and transaction information related to your use of the payment processing services provided by Stripe.

9. Liability and Indemnity

9.1

Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Nothing in this agreement in any way excludes or restricts either party's liability for negligence causing death or personal injury or for fraudulent misrepresentation or for any liability which may not legally be excluded or limited.

9.2

Breeze Local shall not be liable for breach of this agreement unless the Service Provider has given Breeze Local prompt written notice of the breach and a reasonable opportunity thereafter to rectify the breach at Breeze Local's expense.

9.3

The liability of Breeze Local under or in connection with this agreement in respect of for any act or omission or any series of connected acts or omissions shall be limited to the amount paid to the Service Provider in the two months preceding the act or omission complained of.

9.4

In no circumstances shall Breeze Local be liable for any consequential, indirect or special damages or for economic losses (including without limit, loss of revenues, profits, contracts, business or anticipated savings) or for damage to or loss of data or for damage for loss of reputation.

9.5

Both parties exclude all terms that are not expressly stated herein, including but not limited to any implied warranties as to quality, fitness for purpose or ability to achieve a particular result.

9.6

The Service Provider shall indemnify and hold harmless Breeze Local and its successors, assigns, parent, subsidiaries and affiliates, and its directors, officers, employees, and agents against all losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of the breach by the Service Provider of this agreement or supply of Services by the Service Provider. Breeze Local shall have the right to withhold its reasonable estimate of the total damages and costs from sums otherwise payable to the Service Provider pursuant to this or any other agreement between the parties, and to apply such sums to payment of such damages and expenses. Breeze Local shall have the sole right to control the defence and settlement of any such claim save that Breeze Local shall consult with the Service Provider prior to any settlement. The Service Provider agrees to provide reasonable assistance to Breeze Local at the Service Provider's expense in the defence of same.

10. Termination and Suspension

10.1

Breeze Local may at any time whether with or without cause and whether with or without notice immediately (1) suspend the Service Provider from the Breeze Local Services including removal of the Service Provider's Profile from the Website and/or (2) terminate this agreement.

10.2

The Service Provider may terminate this agreement at any time by giving at least 14 days' notice in Writing to Breeze Local.

10.3

Upon termination of this agreement for any reason:

not to permit Breeze Local or any part of it to be combined with, or become incorporated in, any other programs;
not to reproduce, duplicate, copy or re-sell any part of Breeze Local in contravention of these terms of use;
not to access without authority, penetrate, interfere with, damage or disrupt (or attempt to do any of the same): (i) the accounts of other users of Breeze Local; (ii) any part of Breeze Local or its security measures; (iii) any equipment or network on which Breeze Local is stored; (iv) any software used in the provision of Breeze Local; or (v) any equipment or network or software owned or used by any third party;
not to copy the App except where such copying is incidental to normal use of the App or where it is necessary for the purpose of back-up or operational security;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the App with another software program; (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (iii) is not used to create any software that is substantially similar to the App; and
not to provide or otherwise make available the App in whole or in part (including object and source code) in any form to any person without prior written consent from us.

Content standards

These content standards apply to any and all material which you contribute to Breeze Local and to any interactive services associated with it. You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution, as well as to its whole.

If you make use of any feature that allows you to post or upload any content to Breeze Local (for example, by providing a review, feedback and/or comments in relation to a Service Provider or when making contact with Breeze Local or other users of Breeze Local), any such content must be accurate and genuine and must not:

be defamatory of any person;
be obscene, offensive, hateful, inflammatory or otherwise objectionable;
promote violence or indecent or sexually explicit material;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringe or violate any copyright, database right, trade mark or any other intellectual property right of any other person;
be likely to deceive any person;
be made in breach of any laws or any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
advocate, promote, assist or enable any illegal or unlawful activities (including, without limitation, copyright infringement or computer misuse) or intend to defraud, swindle or deceive other users of Breeze Local;
be threatening, abuse or invade another's privacy or cause annoyance, inconvenience or needless anxiety;
be likely to harass, upset, embarrass, alarm or annoy another person;
be used to impersonate any person or to misrepresent your identity or affiliation with any person;
give the impression that they emanate from us, if that is not the case;
relate to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium rate telephone numbers); or
disseminate or otherwise disclose another person's personal information without his or her prior permission or collect or solicit another person's personal information for commercial or unlawful purposes.

You acknowledge that content submitted to Breeze Local about you may be publicly available for viewing and that we do not monitor or edit such content. You also acknowledge that such content may be critical, defamatory or otherwise in breach of our content standards as set out above. We will not be responsible, or liable to you or any third party, for the content or accuracy of any content submitted to Breeze Local and we do not recommend or endorse any such content or accept any responsibility for its accuracy. However, we may allow you a reasonable opportunity to reply to any such content if we consider it appropriate.

Any content submitted to Breeze Local will be considered non-confidential and non-proprietary and we have the right to use, store, copy, distribute and disclose the same to third parties (including the relevant authorities) for any purpose whatsoever without any liability or payment to, or recognition of, you of any kind.

We have the right to remove or delete any content you submit to Breeze Local or to disclose it to the relevant authorities if, in our opinion, it does not comply with our content standards as set out above. If so, you must not attempt to re-submit the relevant content.

Suspension and termination

You may terminate the legal agreement between us and, if you are a registered user, request the closure of your account at any time by emailing us at info@breezelocal.co.uk.

We will determine, in our discretion, whether there has been a breach of these terms of use through your use of Breeze Local and, if such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions:

immediate, temporary or permanent withdrawal of your right to use Breeze Local;
immediate, temporary or permanent removal of any content uploaded, posted, submitted or displayed by you on or to Breeze Local;
issue of a warning to you;
legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
further legal action against you; and
disclosure of such information to law enforcement authorities as we feel is reasonably necessary.

We exclude liability for actions taken in response to breaches of these terms of use. The responses described in these terms of use are not limited and we may take any other action we deem reasonably appropriate.

If we withdraw your right to use Breeze Local:

all rights granted to you under these terms of use shall cease;
you must immediately cease all activities authorised by these terms of use, including your use of Breeze Local;
you must, if applicable, immediately delete the App from all Mobile Devices; and
you must not attempt to re-register to use Breeze Local.

Linking to the Site

You may link to the Site's homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link to the homepage in any website that is not owned by you or in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the homepage.

We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with our content standards as set out above.

If you wish to make any use of any content on the Site other than that set out above, please contact us at info@breezelocal.co.uk.

Links to third party websites and resources

The Site and/or the App may contain links to other websites and resources provided by third parties, including, without limitation, advertisers. We have no control over those websites or resources or their availability and any links to them are provided for your information only. You will need to make your own independent judgement regarding your interaction with any such websites or resources, including the purchase and use of any products or services accessible through them. We are not responsible for, and do not endorse, their content or their privacy policies (if any) and we will not be liable for any loss or damage that may arise from your use of them.

Events outside our control

We will not be liable or responsible for any failure to perform, or any delay in the performance of, any of our obligations under these terms of use that is caused by any event or circumstance beyond our reasonable control, including any failure of public or private telecommunications networks or any delays or latency due to your physical location or your wireless data service provider's network.

Other important terms

You agree not to disclose, divulge or communicate directly or indirectly to any third party any information regarding us, Breeze Local or any Users (including their contact details) without our (or their, as applicable) prior written consent. You must not use any such information other than is necessary to provide the services requested by Users.

We may transfer our rights and obligations under these terms of use to another organisation, but this will not affect your rights or our obligations under these terms of use.

You may not transfer your rights or obligations under these terms of use to another person. However, at the approval of the User, you may sub-contract your obligations and work exclusively to other Breeze Local Service Providers. If we fail to insist that you perform any of your obligations under these terms of use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the conditions of these terms of use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

These terms of use are not intended to confer rights on anyone other than you and us.

Applicable law

These terms of use, their subject matter and formation are governed by English law.

The Courts of England and Wales will, subject to the paragraph below, have exclusive jurisdiction over any claim arising from, or related to, these terms of use.

Nothing in the foregoing paragraph will limit our right to take proceedings against you in any other court of competent jurisdiction, nor will the taking of proceedings in any one or more jurisdictions preclude us from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.