Definitions and Interpretation:
In this Agreement the following terms shall have the following meanings:
“Paid Provider” means the person or persons delivering the service or skill to a ‘Paying Receiver’ for a monetary amount.
“Paying Receiver” means the person or persons receiving the service or skill from the ‘Paid Provider’ as they have paid a monetary amount to the ‘Provider’.
“Unpaid Provider” means the person or persons delivering the service or skill to a ‘Non-Paying Receiver’ without receiving or expecting to receive a monetary amount or anything in return for offering the service or skill.
“Non-Paying Receiver” means the person or persons receiving the service or skill from the ‘Unpaid Provider’ without paying a monetary amount or offering anything else in return.
“Swap Provider” means the person or persons offering a skill or service to a ‘Swap Receiver’ following a successful ‘Non-Monetised Transaction Agreement’.
“Swap Receiver” means the person or persons offering a skill or service to a ‘Swap Provider’ following a successful ‘Non-Monetised Transaction Agreement’.
“Provider” means a grouping of the above three provider definitions.
“Receiver” means a grouping of the above three receiver definitions.
"Supervising Adult" means the legal guardian of someone under the age of 16 who is using the Website.
"Supervised Minor" means the person under the age of 16 who is using the Website as they have a Supervising Adult.
"Transaction Arrangement Process" means all the communications between a potential Provider and Receiver prior to the delivery of a service or skill.
“Monetised Transaction Agreement” is the culmination of a successful ‘Transaction Arrangement Process’ whereby a ‘Paid Provider’ and ‘Paying Receiver’ reach agreement and the ‘Paying Receiver’ has made a purchase via the Payment Gateway on the Swapsie website.
“Non-Monetised Transaction Agreement” is the culmination of a successful ‘Transaction Arrangement Process’ whereby a ‘Unpaid Provider’ or ‘Swap Provider’ and ‘Non-Paying Receiver’ or ‘Swap Receiver’ reach agreement.
“Swapsie Event” means the actual skill sharing activity that takes place in an either monetised or non-monetised setting.
"Content" means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
"Learning Establishment" means any provider of education to persons of any age including, but not limited to, schools, colleges, universities and professional / adult education providers;
"Service" means collectively any online facilities, tools, services or information that Swapsie makes available through the Website either now or in the future;
"System" means any online communications infrastructure that Swapsie makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
"User" / "Users" means any third party that accesses the Website and is not employed by Swapsie; and
“The Administrators” means employees of Swapsie running the day to day activities of the Site.
1. Intellectual Property
1.2 You may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Website for personal or educational purposes only unless otherwise indicated on the Website or unless given express written permission to do so by Swapsie. Specifically you agree that:
1.2.1 you will not use the Content of the Website for commercial purposes;
1.2.2 you will not systematically copy Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Swapsie;
1.2.3 you may, as a student of a recognised Learning Establishment, use the Content of the Website for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and
1.2.4 employees of Learning Establishments may use the Content of the Website for teaching purposes subject to the following conditions:
a) No further consent is required for use in not-for-profit Learning Establishments. This may include, but is not limited to, schools that charge no fees for tuition; and
b) For use in profit-making Learning Establishments, prior written consent is required. This may include, but is not limited to, private schools charging fees, universities and adult education providers.
2. Provisions that specifically apply to all types of Providers
If you are a Provider, the following provisions in this paragraph 3 apply to you. If you are not a Provider, those provisions do not apply to you.
2.1 You promise to us that you are at least eighteen years of age and can (and will on request) provide any references, CRB/DBS checks or proof of qualifications or credentials as claimed in your profile. Any person seeking to use the Website or our Services who is less than eighteen years of age must arrange for a parent or guardian to register with us on their behalf and that parent or guardian shall be the Provider for the purposes of these Terms.
2.2 You shall accept full responsibility for the prices quoted for your services on the Website.
2.3 Up to 48 hours after the completion of the the Swapsie Event, payment will be transferred from our Payment Provider to your designated bank account. This payment may take up to 14 days to be received and this payment may be delayed or cancelled if a dispute arises between Provider and Receiver as per Clause 4.
2.4 You acknowledge that you are not an employee of ours and you accept full responsibility for all Income Tax, National Insurance, and other taxation or employment-related responsibilities arising in connection with your involvement in any Monetised Transaction Agreement, Non-Monetised Transaction Agreement or Swapsie Event. Accordingly, you agree to indemnify Swapsie, without limit and on an ongoing basis, in respect of any Income Tax, National Insurance, social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with your engagements with Swapsie. You shall further indemnify Swapsie against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Swapsie in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
2.5 You acknowledge that your Provider profile and some details entered by you on the Website will be publicly visible and may appear in search engine results as indicated by us on the sign up form.
3 Provisions that specifically apply to types of Receivers
If you are a Receiver or if, as a Provider, you enjoy Receiver-level access, the following provisions in this paragraph apply to you.
3.1 Each time you opt to purchase a Provider's service a binding contract is formed between you and us on these Terms. The Services we provide under that contract include the gathering of information about the Provider in accordance with paragraph 3.2 and the facilitation of messaging and a successful Swapsie Event between yourself and the Provider, in exchange for your payment to us. We begin providing our Services immediately after you opt to purchase and you acknowledge that, from that point, you shall not be able to cancel your purchase and request a refund, except in the circumstances described in paragraph 4.3.
3.2 Before we provide a Provider’s services to you, we will have collected certain basic information submitted by the Provider in relation to their identity, experience, training, authorisations and/or qualifications ‘Credentials’. Whilst we may request that Providers make available full details of their Credentials, we cannot guarantee that the information submitted by the Provider is accurate and we shall not be responsible for any failure of the Provider to provide to you satisfactory evidence to support the statements on the Provider’s profile as to the Provider's Credentials. You should always carefully check all relevant information and documents in relation to a Provider before you choose to enter into a Monetised Transaction Agreement or Non-Monetised Transaction Agreement with the Provider and you should verify the Provider's Credentials (e.g. by checking identification) yourself before entering into any Monetised Transaction Agreement or Non-Monetised Transaction Agreement.
3.3 Your Provider is self-employed. You accept that your contract for services is with the Provider and not with us. We are not a party to such a contract and are not responsible for the performance of any obligations agreed or impliedly agreed through actions between yourself and the Provider.
3.4 You hereby confirm that you are not less than sixteen years of age. Any person seeking to use the Website or our Services who is less than sixteen years of age must arrange for a parent or guardian to register with us on their behalf and that parent or guardian shall be the Supervising Adult for the purposes of these Terms with the User who is under sixteen considered a Supervised Minor.
4. Payments and Cancellation Policy
4. 1 A successful Monetised Transaction Agreement shall constitute a purchase of the right to participate in the Swapsie Event.
To the extent a certain Swapsie Event does not meet such Swapsie Event’s quality, quantity and/or compatibility to the description of such Swapsie Event in the Website as provided by the Provider, as shall be determined by Swapsie, in its sole discretion, including based on information provided to Swapsie by Users, then Swapsie shall be entitled to determine, in its sole discretion, that the Provider is not entitled to any payment in connection with all or some of the Swapsie Event’s sold. If payment has been received by the Provider, the Provider shall refund Swapsie such amount within 14 days of Swapsie’s notice to him/her in the matter.
4.2 You promise that you are fully entitled to use any credit, debit or charge card the details of which you submit to us and that such card has available funds sufficient to cover the charges which are to be deducted from it.
4.3 If after purchasing a Swapsie Event you are unable to make contact with the Provider, you can email the Administrators at email@example.com to obtain a refund. You must notify us at least 48 hours before the Swapsie Event takes place.
4.4 Swapsie charges Providers a fee of 10% of the proceeds from any monetised transaction between Receivers and Providers. The Provider is solely responsible for the payment of any tax related to payment received from Swapsie and shall indemnify Swapsie for any payment or charge made by Swapsie in connection with such taxes.
5. Use of Communications Facilities and Content Submission
5.1 When using the Comments and / or any other System and when submitting Content to the Website you should do so in accordance with the following rules:
5.1.1 you must not use obscene or vulgar language;
5.1.2 you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
5.1.3 you must not submit Content that is intended to promote or incite violence;
5.1.4 it is advised that posts on message boards, chat facilities or similar and communications with Swapsie are made using the English language(s) as we may be unable to respond to enquiries submitted in any other languages;
5.1.5 content submissions are required to be made using the English language(s). Content in any other language may be removed at our sole discretion;
5.1.6 you must not post links to other web sites containing any of the above types of Content prohibited in paragraphs 5.1.1, 5.1.2 and 5.1.3
5.1.8 you must not engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental;
5.1.9 if engaging in a Monetised Transaction Agreement you must not include identifying information (such as telephone numbers, e-mail addresses, message service identifiers, voIP identifiers, postal addresses, website addresses or name, company name, tuition agency or organisation or any other contact information through which you can be contacted) on the Website or in any messages sent to other Users through the Website or otherwise in any of your User Content;
5.1.10 you must not use the Website and/or our Services other than in good faith for your own purposes as an individual Provider or Receiver. For the avoidance of doubt, use of the Website and/or the Services by organisations such as employment agencies is not permitted;
5.1.11 you must not impersonate other people, particularly employees and representatives of Swapsie or our affiliates;
5.1.12 you must not submit material that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; and
5.1.13 you must not use our System for unauthorised mass-communication such as "spam" or "junk mail".
5.2 You acknowledge that Swapsie reserves the right to monitor any and all communications made to us or using our System.
5.3 In order to use the Comments and any other communication facility that may be added in the future or to submit Content, you are required to submit certain personal details. By continuing to use this Website you represent and warrant that:
5.3.1 any information you submit is accurate and truthful; and
5.3.2 you will keep this information accurate and up-to-date.
5.4 By submitting Content you warrant and represent that you are the author of such Content or that you have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. Swapsie accepts no responsibility or liability for any infringement of third party rights by such Content. Further, you grant Swapsie a licence to modify the Content as necessary for its inclusion on the Website. Swapsie accepts no responsibility or liability for any infringement of third party rights by such Content.
5.5 Swapsie will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of Content, nor for any errors or omissions in the Content. Use of and reliance upon such Content is entirely at your own risk.
5.6 Unless a Member informs Swapsie otherwise, in advance of posting, in writing, and Swapsie agrees to any terms or restrictions, all Content submitted is for publication on the Website and other such uses as Swapsie may deem appropriate under a royalty-free, perpetual basis.
5.7 Content submitted by Users is not screened by Swapsie prior to appearing online. We retain the right to exercise our sole discretion to remove or relocate any Content as we deem appropriate without the consent of the author. We shall be under no obligation to exercise such discretion. If you wish to enquire as to the removal of Content, please submit your query to firstname.lastname@example.org. This does not constitute an undertaking to explain our actions.
6. Third Party Intellectual Property
Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belong to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 2 of these Terms and Conditions to use Content from the Website. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
7.1 You acknowledge that the data supplied on the Website concerning distances between postcodes (in particular information about Providers near you) is calculated "as the crow flies" (unless stated otherwise) and that we make no promise concerning the accuracy of that information.
8. Availability of the Website
The Service is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
Swapsie accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
9. Disclaimers and Limitation of Liability
9.1 Nothing in the Terms limits or excludes our liability for death or personal injury caused by our proven negligence. Subject to the previous sentence, we shall not be liable for any consequence, loss or damage of any nature whatsoever and howsoever arising (whether such damage or loss was foreseen, foreseeable, known or otherwise) out of or in connection with the viewing, use or performance of the Website or its content, whether due to inaccuracy, error, omission or any other cause and whether on the part of us or our servants or agents, or any other person. Such shall include (but not be limited to) loss of data, loss of revenue or anticipated profits, loss of business, loss of opportunity, loss of goodwill or injury to reputation, losses suffered by third parties or any indirect, consequential, special or exemplary damages arising from the use of the Website regardless of the form of action.
9.2 If we breach these Terms we shall only be liable for losses which are a reasonably foreseeable consequence of such a breach. Losses are foreseeable where they could be contemplated by you and us at the time of entering into an agreement on these Terms.
9.3 You agree and acknowledge that we shall not be responsible or liable for:
(a) indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us at the time of entering into the agreement on these Terms, including loss of profits and loss of opportunity; or
(b) failure to provide the Website or our Services or to meet any of our obligations under these Terms where such failure is due to any cause or event beyond our reasonable control.
9.4 We accept no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on the information, services or other material available on or through this Website.
9.5 Swapsie makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.
9.6 Whilst every reasonable endeavour has been made to ensure that all information provided on this Website will be accurate and up to date, Swapsie makes no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.
9.7 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
9.9 We are responsible for the provision of the Website and our Services but each Monetised Transaction Agreement and Non-Monetised Transaction Agreement is an agreement between the relevant Provider and the relevant Receiver and we are not a party to that agreement and we are not responsible for the actions of Users or other third parties. For these reasons, you agree and acknowledge that:
(a) we have no responsibility or liability in relation to any aspect of any Swapsie Event;
(b) without prejudice to our obligation to carry out checks on Providers under paragraph 4.2, we do not make any promise or representation to you as to the suitability of any Provider;
(c) we have no responsibility for examination entry which is the sole responsibility of the Receiver;
(d) we have no responsibility for any grade received by a Receiver and any consequence that examination grades may entail;
(e) even though all Users are prohibited from doing so, some Users may provide information or otherwise behave, via the Website, in a way that is unreliable, misleading or even illegal and some Users may not necessarily be who they say they are. Accordingly, to the extent that the law permits, you agree and acknowledge that your use of the Website and our Services is entirely at your own risk and you release us, our directors, contractors and employees from all liability (including in relation to disputes with other Users) where such liability relates to or arises out of the behaviour of (or the User Content or other material provided by) other Users and other third parties.
9.10 You promise to compensate us for all (if any) claims, liabilities, costs and expenses (actual or consequential) that we may suffer, which arise out of or in connection with your use of the Website and/or the Services, in particular in relation to:
(a) your breach of any provision of these Terms;
(b) your involvement in any Swapsie Event (including your breach of any Monetised Transaction Agreement or Non-Monetised Transaction Agreement); and
(c) your violation of any law or the rights of a third party.
9.11 Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
9.12 Our liability to you arising out of or in connection with any agreement between you and us on these Terms shall be limited to £250 (250 GBP).
10. No Waiver
All notices / communications shall be given to us by email to email@example.com. Such notice will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
13. Law and Jurisdiction
These terms and conditions and the relationship between you and Swapsie shall be governed by and construed in accordance with the Law of England and Wales and Swapsie and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
15. The removal of a user
The service provider has the right to remove any users from the Swapsie website and terminate their right of use of the service without any specific reason and without being liable for compensation.
16. The removal of listings
The service provider has the right to remove any listings from the Swapsie website without any specific reason and without being liable for compensation.
“Swapsie" means Swapsie Ltd., UK Reg. Co. No. 10726740, Registered Office at Swapsie Ltd, Kemp House 152-160 City Road, London, EC1V 2NX, United Kingdom