PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

What’s in these terms?

These terms tell you the rules for using our website http://www.smoove-move.com and our Smoove Move mobile application (“our site”).

Who we are and how to contact us

http://www.smoove-move.com is a site operated by Smoove Move Limited (“Smoove Move”, “we”, “us”). We are registered in England and Wales under company number 10242405 and have our registered office at Interchange Triangle Stables Market, Chalk Farm Road, London, NW1 8AB with VAT registration number 255 8814 72.

We connect individual homebuyers (“Customers”) with professional local tradespeople for any job they need in their new home (the “Professionals”). We help Customers along the house buying journey from locating an estate agent, to arranging a mortgage, renovating their new home and finding appropriate Professionals based on characteristics that matter most to them. We help Professionals build their online presence, showcase their work and connect them with homeowners in need of their services (the “Service”).

To contact us, please email info@smoove-move.com or write to us at Interchange Triangle Stables Market, Chalk Farm Road, London, NW1 8AB.

By using our site you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

  • Our Privacy and Cookie Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us and information about the cookies on our site. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
  • Our Customer Terms and Conditions, which sets out how Customers may use the Service (the “Customer Terms”).
  • Our Professional Terms and Conditions, which sets out how the Professional may use the Service (the “Professional Terms”).

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. [These terms were most recently updated on [DATE].

We may make changes to our site

We may update and change our site from time to time to reflect changes to our Service, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

We may suspend or withdraw our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our site is only for users in the UK

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@smoove-move.com.

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
If you wish to complain about information and materials uploaded by other users please contact us here.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or
  • use of or reliance on any content displayed on our site.
  • In particular, we will not be liable for:
  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

If you are a consumer:

  • Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in these terms.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in these terms.
You are solely responsible for securing and backing up your content.
All content submitted to our site by you (or on your behalf), including without limitation, your name, biographical information and all other names, usernames, pseudonyms, text, likenesses, graphics, logos, marks, images, photographs, code, and all other information and material shall be called your “User Content” for short.

Prohibited uses

You may use our site only for lawful purposes. You may not use our site:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (see below).
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these terms.
  • Not to access without authority, interfere with, damage or disrupt:
  • any part of our site;
  • any equipment or network on which our site is stored;
  • any software used in the provision of our site; or
  • any equipment or network or software owned or used by any third party.

Rights, permissions and waivers

You hereby grant to us and any of our group companies and affiliates a non-exclusive, perpetual, irrevocable, transferable, royalty-free licence (including full rights to sub-license) to use, reproduce and publish your User Content (including, without limitation, the right to adapt, alter, amend or change your User Content) in any media or format (whether known now or invented in the future) throughout the world without restriction.

You warrant, represent and undertake to us that all User Content you submit is your own work or that you have obtained all necessary rights and permissions of the relevant owner of the work and that you have all relevant rights in your User Content to enable you to grant the rights and permissions in this clause.

Where your User Content contains images of people or names or identifies individuals, you warrant, represent and undertake to us as follows:

  • that all featured or identified individuals that are over the age of 18 and have expressly consented to their appearance in the User Content and to you submitting the User Content to our site, and
  • where featured or identified individuals are under the age of 18, that you either:
  • are the parent or legal guardian or such featured or identified individuals, or
  • have obtained the express consent from a parent or legal guardian of such featured or identified individuals to their appearance in the User Content and to you submitting the User Content to our Website.

You hereby unconditionally and irrevocably waive and agree not to assert (or procure the same from any third party where applicable) any and all moral rights and any other similar rights and all right of publicity and privacy in any country in the world.

Content standards

These content standards apply to any and all material which you contribute to our site (“contributions”), 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.

Contributions must:

  • Be accurate (where they state facts).
  • Be genuinely held, where they state opinions (for example, Professionals reviews).
  • Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

  • Contain any material which is defamatory of any person.
  • Contain any material which is obscene, offensive, hateful or inflammatory.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal activity.
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass, alarm or annoy any other 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 this is not the case.
  • Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
  • Upload any User Content which could be deemed to be unsolicited or unauthorised advertising, promotional material, junk mail, or spam (including without limitation chain letters, pyramid schemes or other forms of solicitation or advertisements, commercial or otherwise);

Suspension and termination

We will determine, in our discretion, whether there has been a breach of these terms through your use of our site. When a breach of these terms has occurred, we may take such action as we deem appropriate.

Failure to comply with the above acceptable use terms constitutes a material breach of these website terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our site.
  • Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
  • 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.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

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

Ratings and reviews on our site

All ratings and reviews of Professionals displayed to you reflect the opinions of other Customers, and do not reflect or represent our opinions or representations. We do not assume responsibility or liability for any review or for any claims, damages, or losses resulting from any use of our site or the materials contained therein.
Users of our site may not include any material that may point others to another company, location or entity both online and offline that provides similar services to Smoove Move. Smoove Move reserves the right to remove or withhold any such material at any time which it considers fails to adhere with these Terms.
Upon giving a review or rating, you are confirming that the information you are providing is both truthful and precise. You will also be affirming that your review is not slanderous, adheres to these terms and is ultimately subject to our discretion. When you post a review you will also be acknowledging that the material you are sharing is completely your own and not in the likeness of anyone else. You cannot use the words or name of another person unless permitted to do so.
By leaving a review or rating, you are consenting to us using the material you have provided in any manner that we may require. We also cannot guarantee that we will post your review once it has been submitted to us. Moreover, we reserve the right to remove reviews and ratings that are found to be unnecessarily disparaging without warning or explanation.
All Professionals are liable to receiving a review or rating from a Customer after a job has been booked or completed through our site. We do not permit reviews or ratings from employees of the Professionals or any individuals that work in tandem with them. We also do not allow any reviews or ratings of the Professional to be posted by their competitors.

Your Smoove Move account

By making an application to use the Service as a Customer or a Professional, you agree and confirm:

  • all the information you have provided is accurate and correct and you are the person whose details you have provided;
  • you can enter into a legally binding agreement with us;
  • you will only use the Service for the purposes as envisaged by these terms and the applicable Customer Terms or Professional Terms;
  • you have provided a current address, telephone number and e-mail address and will notify us immediately if your contact details change;
  • in the case of an individual, you are 18 years of age or over and capable of taking responsibility for your own actions;
  • in the case of a company, LLP or partnership, you are duly authorised to act on its behalf; and
  • you authorise us, at any time, to use any means that we consider necessary to verify your identity with any third party providers of information. Please refer to the Privacy Policy for details of steps we may undertake to do this.

You must provide us with all information requested during the application process and comply with all our identification and anti-money laundering requirements (as applicable) to enable us to comply with all laws, regulations, rules and regulatory guidance applicable to the Service.

We reserve the right, in our sole discretion, to refuse to register you as a user of the Service for any reason.

When you register with us to use the Service you will be given a Smoove Move account (“Smoove Move Account”) and asked to set a password. If you submit a request for a job without registering with us, we will automatically create a Smoove Move Account for you with a randomly generated password which you will then have the option to amend via our site. You agree to keep any such password and Smoove Move Account details strictly confidential and you must not disclose them to any third party. You agree to protect them in the same way as you would details of your bank account or your bank cards. Any failure to do so shall be at your sole risk and expense.

You agree that we are entitled to assume all correspondence, orders, transfers and instructions made by reference to your password and account number are made by you. You agree to inform us immediately by e-mail and by telephone if you know or suspect that any of your account information or password has been compromised or are being misused so that we may suspend your account.

We have the right to disable any Smoove Move Account or password at any time if, in our reasonable opinion, you have failed to comply with any material provisions of these Terms.

Our Privacy Policy contains details of how we may use the personal information you provide to us when registering, including how we use credit and ID checks to protect you and those you interact with on the Platform. You should read the Privacy Policy carefully before completing your registration or application. By continuing to use our site and the Service you consent to such use of your personal information.

Fees

As a Customer of the site, no fees are payable by you to use the Service.

As a Professional, various fees may be payable to us for our role in providing and administering the Service. Details of such fees can be found in the Professional Terms.

We may waive or offer discounts on any of our fees to any person at any time in our sole and absolute discretion, taking into account any applicable legal obligations at all times.

We may change any of our fee rates from time to time to reflect legitimate cost increases or reductions in operating the Service or providing any services under these terms, the Customer Terms or the Professional Terms. We will give you at least 30 days’ notice of any change in our fees in accordance with clause 3.6 of the Professional Terms. Any such changes in fees will only affect provisions of services to Customers made on and after the date on which the change is stated to take effect.

All fees are exclusive of any applicable value added tax or other taxes, for which the person paying the relevant fee shall be liable.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, 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 in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in these terms.

Which country’s laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Our trade mark is registered

SMOOVE MOVE is a UK registered trade mark. You are not permitted to use this without our approval, unless it is part of material you are using as permitted under How you may use material on our site

CUSTOMER TERMS AND CONDITIONS

1. INTRODUCTION

1.1. Our Website and App is provided by Smoove Move Limited (“Smoove Move”, “us”, “we”). Smoove Move is a limited liability company registered in England and Wales, company number 10242405 and have our registered office at Interchange Triangle Stables Market, Chalk Farm Road, London, NW1 8AB with VAT registration number 255 8814 72.

1.2. Please read these customer terms and conditions (“Customer Terms”) (as well as the website and mobile application terms and conditions (“Website Terms”) carefully before you find and book services from professionals and local tradesmen (“Professionals”) via our mobile application (the “App”) downloaded from our website http://www.smoove-move.com (the “Website”) (the “Services”) as these will apply to your relationship with Smoove Move and the Professional. Any person who purchases or receives the Services (a “Customer”) will be subject to these Customer Terms. Your attention is particularly drawn to the following:

  • The key information regarding Posting a Job on the App (see clause 2).
  • How to reschedule a Job (see clause 2.9).
  • How to pay Professionals and how money is transferred (see clause 4).
  • Terms regarding cancellations of Accepted Jobs and applicable cancellation charges if you cancel after 14 days of accepting the Job (see clause 5).
  • How to resolve an issue if one arises (see clause 6).
  • We have a limit on our liability to you (see clause 7).

1.3. We recommend that you print a copy of these Customer Terms for future reference. If you do not agree with these Customer Terms, you must not book available Services. When you purchase Services via the App, it will create a binding legal contract between you and the relevant Professional in respect of the provision or supply of the Services which you book through the App (the ” Professional Contract”). That contract may include separate Professional terms and conditions (“Professional Terms and Conditions”), which we will notify you of before you make a booking on the relevant Professional’s page on the App by way of a link to such Professional’s Terms and Conditions from that Professional’s page on the App.

1.4. For the avoidance of doubt, in the event of any inconsistency between:

1.4.1. these Customer Terms; and

1.4.2. the Professional Terms and Conditions for the provision of the Services,
the former will prevail and take precedence.

1.5. All Services available on the App are offered by Smoove Move on behalf of its Professionals. That is, Smoove Move posts your requests for Jobs and notifies the relevant Professional as operator and administrator of the Website and App. Therefore, we are not responsible or liable to you for the actual Services that are provided by the Professional through the App.

1.6. We amend these Customer Terms from time to time as set out in clause 8. Every time you Post a Job you accept the latest version of these Customer Terms, so please check these Customer Terms to ensure you understand the terms which will apply at that time.

1.7. If you have any questions about these Customer Terms, please contact our Customer Services team by email at info@smoove-move.com.

2. POSTING A JOB

2.1. Once you have registered with us in accordance with the Website Terms, you will be provided with an online account (your “Smoove Move Account”) from where you will be able to respond to quotes for Services.

2.2. [You can post a job for the provisions of Services (“Job”) on the App (“Post(ing) a Job”). If you are interested in Posting a Job, you may do so by either:

2.2.1. requesting a quote from relevant Professional listed on our App for a particular Service; or

2.2.2. Posting a Job requesting that the Professional contacts you using the facility contained on our App.][DRAFTING NOTE: Please confirm if this is accurate as to how Customers Post for Jobs]

2.3. In the event you use the method outlined in clause 2.2.2 above, you consent to us sharing your personal information with the relevant Professional you have requested to be contacted by.

2.4. If you decide to contact the Professional using contact information obtained otherwise than through our App, you undertake to inform the Professional that you were first prompted to contact them as a result of their listing on the App.

2.5. Once you Post a Job in accordance with clause 2.2 above, Smoove Move will notify the relevant Professional about your Job and the Professional will have the opportunity to contact you and quote for that Job via the App (“Quote”). You may receive a number of Quotes from various Professionals for the same Job. The number of Quotes you receive will be subject to price and the Professional’s availability. Smoove Move is not responsible for the number of Quotes you receive when Posting a Job.

2.6. Subject to clause 2.5 above, Professionals will contact you via the App with suggested Quotes and you may then accept a Quote. When you accept a Quote we will send you and the relevant Professional a written confirmation (usually by email) with the details of your job (“Accepted Job”). A Professional Contract will be formed when a Job becomes an Accepted Job in accordance with these Customer Terms.

2.7. We have entered into agreements with each of the Professional with full profiles listed on the App so that we can provide you with the information contained on the App about them (including, in some circumstances, the prices for the provision of their services). Although we make reasonable efforts to ensure that such information is accurate, up-to-date and complete, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up-to-date. You should check all such information with the relevant Professional before agreeing to purchase their services.

2.8. If the Professionals you contact via Smoove Move indicate to us that they are unavailable to provide the service you have requested, you give us permission to contact other Professionals we deem suitable on your behalf and provide them with your contact details unless you explicitly inform us otherwise.

2.9. Rescheduling Jobs:

2.9.1. If you wish to change the date and/or time of an Accepted Job, the Professional must endeavour to offer you a suitable alternative booking time and/or date. In the event that the Professional is unable or unwilling to fulfil an Accepted Job pursuant to you requesting such a change in accordance with this clause 2.9.1, you should contact the Professional and cancel the Accepted Job in accordance with clause 5 of these Customer Terms.

2.9.2. If the Professional wishes to change the date and/or time of an Accepted Job, in the event that you are unable or unwilling to agree to such change, you should contact the Professional and cancel the Accepted Job in accordance with clause 5 of these Customer Terms.

2.10. If you wish to cancel a Professional Contract (i.e. if you wish to cancel an Accepted Job), please refer to our cancellation policy in clause 5 below.

2.11. Please note, as set out in our Website Terms, we reserve the right to withdraw access to our App and/or cancel any Job in the event that you fail any credit or fraud prevention check or where we reasonably suspect fraud or money laundering by you or someone using your Smoove Move Account.

2.12. Smoove Move reserves the right to monitor and/or review any communications between Professional and Customers via the App.

3. SERVICES

3.1. Our Professionals are under a legal duty to provide Services that are in conformity with the relevant Professional Contract.

3.2. Professionals must ensure that all information provided by them for display on their page of the Website which appears on the App is accurate, complete and not misleading in any way but we cannot verify the information which they provide to us. It will be the Professional’s responsibility to ensure that all of its Services listed on the App are available and accurately described.

3.3. It is your (or the person receiving the Services) sole responsibility to communicate in advance any specific conditions and/or special needs to the Professional that might affect or be affected by any Services (for example without limitation, specific household areas for the Professional to avoid). Subject to clause 7.3, if you (or the relevant recipient of the Services) fail to disclose any such information to the applicable Professional, neither Smoove Move nor the relevant Professional shall be liable to you (or the recipient of the Services) for any injury, loss or damages resulting from the Services that could reasonably have been avoided if you (or the recipient of the Services) had disclosed that information prior to receiving the Services.

4. PRICE AND PAYMENT

4.1. Prices and any applicable processing charges will be as quoted on the App from time to time.

4.2. Prices in relation to Quotes are posted at the Professional’s own discretion. Smoove Move does not monitor, endorse or recommend the prices posted by Professional via the App. You accept such Quotes at your own discretion.

4.3. Prices of Services include VAT where applicable unless it is stated otherwise on the relevant page in relation to the relevant Services. It is the Professional’s responsibility to account for any VAT that may be chargeable for the Services and the Professional shall be liable for any VAT invalidly or incorrectly charged.

4.4. The App contains details of a number of Services and it is possible that, despite Smoove Move’s best efforts, some of the pricing and other information shown for certain Services is incorrect.

4.5. Subject to clause 5.2, payment shall be made by you to the Professional once the Accepted Job has been completed (“Payment”). Payments due from you to the Professional can be made in the following ways:

4.5.1. via bank transfer directly to the Professional; or

4.5.2. via cash directly to the Professional.

4.6. You will be directly and solely responsible for making the Payment for the Services to the Professional following the completion of an Accepted Job.

4.7. Before payment is made by you to the Professional in accordance with clauses 4.5.1 and 4.5.2, the Professional will send you an invoice of the payment amount (splitting out the associated materials and labour costs for the Accepted Job).

4.8. You will be responsible for protecting the confidentiality of your App user ID and any password or other security information used by you to access your Smoove Move Account or the Payment Facility. Any currency conversion costs or other charges incurred by you in making a payment will be borne by you in addition to the price due to us.

5. CANCELLATIONS

5.1. In addition to your other legal and statutory rights, you may in certain circumstances have the right to cancel a Professional Contract.

5.2. If you change your mind about an Accepted Job and wish to cancel it, the following cancellation terms apply:

5.2.1. If you cancel an Accepted Job within 14 days of such Job becoming an Accepted Job, provided the applicable Job has not yet taken place, you will not be charged for the Accepted Job;

5.2.2. If you cancel an Accepted Job after 14 days of such Job becoming an Accepted Job, provided the applicable Job has not yet taken place, you will not be charged for the Accepted Job but a cancellation charge will apply (which will be disclosed to you upon making such cancellation); or

5.2.3. If you cancel an Accepted Job and the applicable Job has already commenced, you may be charged for the Accepted Job pursuant to the Professional Terms and Conditions.

5.3. Because Smoove Move is not a party to the Professional Contract between you and the Professional, any dispute or conflict involving an actual or potential Job between you and the Professional, including the quality, condition or safety of the Services, the accuracy of the listing content on the App, or your ability to pay for an Accepted Job, is solely the responsibility of each Customer. You understand and agree that you may be required to enter into separate Professional Terms and Conditions with the Professional before receiving Services related to an Accepted Job, and such Professional Terms and Conditions may place additional restrictions on your Accepted Job and cancellation or refund procedures.

6. RESOLVING ISSUES

6.1. We care about your experience and want to ensure we maintain the highest standards possible and so if you would like to make a complaint about one of our Professionals or their Services, please email us at info@smoove-move.com and we’ll do our best to help.

6.2. Further or alternatively, if you are unhappy with the Services received from the Professional pursuant to a Job, you can also:

6.2.1. speak to the Professional yourself to try and resolve the issue; and/or

6.2.2. leave an honest review on the App to reflect your experience.

6.3. Please do bear in mind that while we take all complaints about our Professionals very seriously and will always do what we can to help to resolve them, we are not responsible to you for the Service(s) which the Professionals provide and are under no obligation to provide you with a refund in the event you are dissatisfied with Services which you have received from a Professional.

7. LIABILITY

7.1. Where we have been negligent, we will be liable for any loss or damage you suffer as a result, provided that loss and/or damage is foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our negligence or breach of contract, or would have been considered by you and us to be a likely consequence of it at the time we entered into these Customer Terms.

7.2. We do not accept any liability for the following types of loss, whether caused by breach of contract, tort (including negligence) or otherwise, even if the loss is foreseeable: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; or waste of management or office time.

7.3. We do not exclude or limit our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under English law.

8. OUR RIGHT TO VARY THESE CUSTOMER TERMS

8.1. We may revise these Customer Terms from time to time in the following circumstances:

8.1.1. if we change the process for accepting payment from you;

8.1.2. if there are changes in relevant laws and regulatory requirements; and/or

8.1.3. if there are any other changes to our business that reasonably means we need to amend these Customer Terms.

8.2. Every time you order Services via the App, the Customer Terms in force at that time (and available for view on the App) will apply. [You can find the date on which these Customer Terms were last updated at the top of this page.]

9. TERMINATION

9.1. We can terminate these Customer Terms by providing 7 days’ written notice to you, provided you have no Accepted Jobs outstanding at the time of such notice.

9.2. You can terminate these Customers Terms by providing 7 days’ written notice to us, provided you have no Accepted Jobs outstanding at the time of such notice.

10. GENERAL

10.1. All communications and notices from you must be sent to us by email at info@smoove -move.com or by post to: Smoove Move Limited, Interchange Triangle Stables Market, Chalk Farm Road, London, NW1 8AB. We may communicate and give notice to you
via post, email or by posting notices on the App and/or Website.

10.2. Please note our customer support hours are: [9.00 am to 6.00pm] [Monday to Friday], we are closed on weekends and Bank Holidays (including Christmas Day and New Years’ Day).

10.3. If any of these Customer Terms are determined by a 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.

10.4. These Customer Terms are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.

PROFESSIONAL TERMS AND CONDITIONS

 

1. DEFINITIONS

“Accepted Job” means a Job where the Professional’s Quote has been accepted by a Customer and written confirmation with the details of the Job has been received by the Customer and the relevant Professional from Smoove Move;

“Agreement” means this agreement which sets out the terms and conditions upon which a Professional shall provide the Services to Customers and which comes into effect on the Effective Date;

“App” means the Smoove Move mobile application software that can be downloaded via the Website through a relevant app store;

“Charges” means the Commission and any applicable transaction fees (see clause 5 below);

“Commission” means the commission payable by the Professional to Smoove Move, being 10% of the total value of a Job (excluding the Professional’s costs for associated labour and materials) (referred to as the service fee on the Website) and capped at £300 plus VAT;

“Customer” means any person who purchases or receives the Professional’s Services;

“Customer Terms” means Smoove Move’s terms and conditions for Customers in relation to the provision of Services on the Website and App;

“Data Protection Legislation” means the DPA, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws and regulations relating to the processing of personal data and privacy;

“DPA” means the Data Protection Act 1998 until it is replaced by the General Data Protection Regulation (“GDPR”) on 25 May 2018 after which time the DPA shall refer to the GDPR;

“Effective Date” means the date on which the Professional ticks the box to confirm their acceptance of this Agreement;

“Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;

“Job” means a job that has been posted by a Customer for the provision of Services;

“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Smoove Move, including but not limited to a breach of clauses 5.5, 6.7 and/or 6.11. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;

“Quote” means when a Professional contacts a Customer and quotes for a Job via the Website;

“Page(s)” means the internet page or pages and contents of the Professional’s designated section of the Website and App (including the Professional’s Smoove Move “homepage” and each page for the Professional’s Services offered on the Website and App) along with any applicable page or pages and contents of the Professional’s own website(s);

“Payment Facility” means the online payment facility provided on the Website by which the Professional must pay the Commission to Smoove Move;

“Smoove Move” means Smoove Move Limited, a company registered in England and Wales under company number 10242405 with its registered office at Interchange Triangle Stables Market, Chalk Farm Road, London, NW1 8AB with VAT registration number 255 8814 72;

“Post(ing) a Job” means when a Customer posts a job for the provision of Services on the App;

“Professional” means a professional or local tradesman;

“Professional Content” means any information, documentation, equipment, software, photographs or other material (which may include the Professional’s name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;

“Professional Terms and Conditions” means any Professional’s terms and conditions of sale and/or terms of business (including without limitation that Professional’s privacy policy, booking policy, delivery policy, health and safety policy, and returns/refund policy, as applicable);

“Services” means the services provided by a Professional and booked via the App;

“Website” means the website at http://www.smoove-move.com; and

“Website Terms” means the Smoove Move website and mobile application terms of use found at www.smoove-move.com .

2. INTRODUCTION

2.1 Please read these Professional Terms of Business (as well as the Customer Terms) carefully before you begin providing the Services as these will apply to your relationship with Smoove Move and the Customers. We recommend that you print a copy of this Agreement for future reference. If you do not agree with this Agreement, you must not provide the Services.

2.2 We expect to need to update or amend this Agreement from time to time to:

2.2.1 comply with law or regulations; or

2.2.2 meet our changing business requirements.

2.3 We may make such changes without your specific agreement only where those updates are required to comply with law or regulations or are of an immaterial and routine nature. We will give you advanced notice of such updates or amendments and will post them on the Website so you can view them when you next log in.

2.4 By continuing to use the Website, you agree to be bound by the terms of any updates and amendments implemented in accordance with this clause 2. However, such amendments will not affect Accepted Jobs in respect of which you have already been sent a confirmation email prior to the date the change is published on the Website.

2.5 In respect of all Jobs, Smoove Move is acting in its capacity as operator and administrator of the Website and App and nothing in this Agreement shall prevent or limit the Professional from remaining fully responsible and liable for their provision and supply of Services to Customers.

3. PROFESSIONAL ACCOUNT

3.1 Once you have registered with us in accordance with the Website Terms, you will be provided with an online account (your “Professional Account”) from where you will be able to respond to requests for Services.

3.2 Following the creation of your Professional Account, you will be required to provide certain information about yourself and/or your business in order to Quote for Jobs on the Website and App. The Professional will, promptly on the request of Smoove Move, supply (or procure the supply of) documentation and other evidence as is reasonably requested in order for Smoove Move to be able to carry out, and be satisfied that it has complied with, all necessary Know Your Client (“KYC”) or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement and the Customer Terms.

3.3 Smoove Move will undertake standard due diligence including but not limited to the following areas:

3.3.1 identification (copy of your driving licence or passport);

3.3.2 confirmation of registered address;

3.3.3 confirmation on VAT registration;

3.3.4 public liability insurance details; and

3.3.5 any applicable accreditations and qualifications related to your trade.

3.4 Each Professional shall:

3.4.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”);

3.4.2 have and maintain in place your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and enforce them where appropriate; and

3.4.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement.

3.5 In consideration of Smoove Move’s services of providing the Website and App, the Professional will pay Smoove Move the applicable Charges once the Accepted Job has been completed (see clause 5 below).

3.6 Smoove Move may in its sole discretion, change the rate of Commission at any time on 30 days’ notice to the Professional, either by specific notice or updating this Agreement (“Commission Change Notice”). If the Professional as a result of a Commission Change Notice wishes to change the services it receives from Smoove Move, it must provide written notice to Smoove Move to this effect within 14 days of the Commission Change Notice in order to prevent the Commission Change Notice coming into effect for that Professional. In all other circumstances, if the Professional wishes to make any changes to the services it receives from Smoove Move, notice must be given to Smoove Move in accordance with clause 13.

4. QUOTING FOR JOBS

4.1 Once a Customer has Posted a Job, the Professional will have an opportunity to Quote for the Job via their Professional Account.

4.2 If a Professional’s Quote is accepted by a Customer, Smoove Move will send the Customer and the Professional a written confirmation (usually by email) with the details of the Job. Once this written confirmation has been provided by Smoove Move, the Job will become an Accepted Job.

5. PRICES AND PAYMENT TERMS

5.1 The Professional’s prices and any Charges will be as quoted on the Website or App from time to time.

5.2 The Professional’s prices include VAT where applicable unless it is stated otherwise on the relevant page in relation to the relevant Services. It is the Professional’s responsibility to account for any VAT that may be chargeable for the Services and the Professional shall be liable for any VAT invalidly or incorrectly charged.

5.3 Payment for the Services will be made by the Customer to the relevant Professional once the Accepted Job has been completed. All payments due from Customers to the Professional can be made in the following ways:

5.3.1 via bank transfer (such payment is made at the Customer and Professional’s own risk); or

5.3.2 via cash directly to the Professional.

5.4 You will be directly and solely responsible for collecting Payment from the Customer for the Services.

5.5 Once the Accepted Job has been completed, the Professional will pay to Smoove Move the Commission and any applicable transaction fees via the Payment Facility. Any breach of this clause 5.5 will be a Material Breach of this Agreement.

5.6 You will be responsible for protecting the confidentiality of your Website user ID and any password or other security information used by you to access your account on the Payment Facility. Any currency conversion costs or other charges incurred by you in making a payment will be borne by you in addition to the price due to us.

5.7 Before any payment is taken by a Professional in accordance with clauses 5.3.1 and 5.3.2 the Professional must send to Smoove Move and the Customer an invoice of the payment amount (splitting out the associated materials and labour costs for the Accepted Job). If the Professional receives payment for an Accepted Job before an invoice has been received by Smoove Move then the Professional must promptly inform Smoove Move of such payment by email at info@smoove-move.com and pay the relevant Commission to Smoove Move as soon as possible.

5.8 In respect of Charges payable to Smoove Move by the Professional which have not been paid through the Payment Facility, Smoove Move may send an invoice to the Professional for an amount based on Smoove Move’s reasonable estimate of the value of the Job (which must be paid by the Professional within 14 days).

5.9 Smoove Move reserves the right to charge interest on all amounts payable to Smoove Move from the Professional which are not paid by the relevant due date at the annual rate of 4% above the official base rate from time to time of the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Smoove Move receives the full outstanding amount together with all accrued interest.

6. PROFESSIONAL’S OBLIGATIONS

6.1 The Professional will comply with all applicable laws relating to the provision of the Services which they supply.

6.2 The Professional agrees to pay all applicable Charges to Smoove Move promptly and to supply the Services to Customers with reasonable care and skill.

6.3 The Professional must inform us immediately if they cease to provide any of the Services or if the Professional increases, diversifies or changes the Services they provide in any way whilst they have an active Professional Account on the Website.

6.4 In respect of all Accepted Jobs, the Professional is obliged to comply with the cancellation policy set out in clause 5 of the Customer Terms. These can be viewed in full here. In summary:

6.4.1 If a Customer cancels an Accepted Job within 14 days of such Job becoming an Accepted Job, provided the applicable Job has not yet taken place, the Customer will not be charged for the Accepted Job;

6.4.2 If a Customer cancels an Accepted Job after 14 days of such Job becoming an Accepted Job, provided the applicable Job has not yet taken place, the Customer will not be charged for the Accepted Job but an administration fee will apply to process the cancellation; or

6.4.3 If a Customer cancels an Accepted Job and the applicable Job has already commenced, the Customer may be charged for the Accepted Job pursuant to the Professional Terms and Conditions.

6.5 If the Customer has not accepted a Quote, the Professional may cancel their Quote at any point before the Quote becomes an Accepted Job. The Professional must contact Smoove Move and the Customer before making such cancellation.

6.6 Rescheduling Jobs:

6.6.1 If the Customer wishes to change the date and/or time of an Accepted Job, the Professional must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Professional is unable or unwilling to fulfil an Accepted Job pursuant to the Customer’s requesting such a change in accordance with this clause 6.6.1, the Customer should contact the Professional and cancel the Accepted Job in accordance with clause 5 of the Customer Terms.

6.6.2 If a Professional wishes to change the date and/or time of an Accepted Job, in the event that the Customer is unable or unwilling to agree to such change, the Professional should contact the Customer and cancel the Accepted Job.

6.7 The Professional is responsible for ensuring that all Professional Content that it publishes or provides to Smoove Move to publish on the Page(s) is accurate, correct and not misleading. The Professional should always ensure that it has the right to use any photographs uploaded. Any breach of this clause 6.7 is a Material Breach of this Agreement.

6.8 The Professional is responsible for setting out on their Page(s) any Professional Terms and Conditions which will apply to Jobs, provided that such Professional Terms and Conditions are compliant with the Customer Terms and this Agreement. If there is any inconsistency between this Agreement and any Professional Terms and Conditions, this Agreement will prevail.

6.9 It is particularly drawn to Professional’s attention that Customers, as a matter of law, will not be bound by any terms and conditions in respect of a Job if those terms and conditions were not brought to the attention of the Customer prior to the commencement of the Services. The Professional should bear this in mind when creating the Professional Content to include on their Page(s). It is preferred by Smoove Move that additional terms and conditions are included directly within the relevant Page(s) but if this is not reasonably possible then the Professional may provide a link to a self contained webpage which sets out those terms and conditions clearly. Such self-contained webpages must:

6.9.1 be no more than a single click away from the relevant Page(s); and

6.9.2 must not link directly or indirectly to any other website or web pages (including the Professional’s own website).

6.10 The Professional shall not solicit Customers to accept Quotes otherwise than through the Website or App.

6.11 Where a Customer Posts a Job and the Professional encourages that Customer to cancel their Job and make a separate booking directly or indirectly with the Professional, the Professional shall be in Material Breach of this Agreement.

6.12 If Smoove Move has reasonable grounds to suspect that the Professional has made or makes any direct or indirect attempt to avoid paying any Charges, this shall be a Material Breach of this Agreement.

7. CUSTOMER SERVICE AND COMPLAINTS

7.1 The Professional shall use best endeavours to provide top quality Services to all Customers and shall promptly deal with any enquiries, matters or issues relating to Accepted Jobs or potential Jobs including dealing with Customer complaints.

7.2 The Professional shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Services, save where such liability arises as a result of Smoove Move’s negligence.

7.3 Smoove Move shall refer any Customer complaints it receives to the Professional and the Professional shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Professional’s receipt of a complaint (whether the complaint has come directly from the Customer or via Smoove Move).

7.4 The Professional shall make all efforts to reach a resolution to any complaints within 14 days of receipt of such complaint and must notify Smoove Move of any correspondence between the Professional and the Customer relating to the complaint and generally keep Smoove Move informed of its progress and the status of the complaint.

7.5 The Professional hereby acknowledges and accepts that the App includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Smoove Move and with the Professional (particularly in relation to the Services) (“Customer Content”). The Professional should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from consumers, which is outside Smoove Move’s control. There is an option for the Professional, if they are the subject of any Customer Content, to reply to reviews about them. However, any content the Professional posts in response to Customer Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Smoove Move (and removed or amended in Smoove Move’s sole discretion if Smoove Move deems reasonably necessary). For the avoidance of doubt, the Professional shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any Customer Content naming or referring to the Professional. However, if the Professional, acting reasonably, feels that any Customer Content is defamatory of the Professional or any person or in some other way is a violation of any person’s legal rights, the Professional may flag and report that Customer Content to Smoove Move. In such case, Smoove Move shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of Customer Content).

8. CUSTOMER DATA

8.1 For the purposes of this clause, “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given to them in the DPA.

8.2 Subject to clause 8.4, Smoove Move and the Professional acknowledge that, for the purposes of the Data Protection Act 1998, Smoove Move is the data controller and the Professional is the data processor of any Customer personal data.

8.3 Subject to clause 8.5, the Professional may not use Customer personal data collected through the Website for any purpose other than fulfilment of the relevant Accepted Job.

8.4 The Professional may collect Customer personal data and Customer’s information separately and directly by itself (for example, where Customers have booked the Professional’s services otherwise than through use of the Website and App and where the Professional has separately obtained permission directly from the Customer to use their data), in which case, in respect of that data, the Professional shall be the data controller of that Customer’s personal data and information for the purpose of the DPA.

8.5 When the Professional is processing Customer personal data as a data processor for Smoove Move the Professional shall:

8.5.1 process the personal data only in accordance with instructions from Smoove Move (which may be specific instructions or instructions of a general nature);

8.5.2 comply with all Data Protection Legislation;

8.5.3 process the personal data only to the extent and in such manner as is necessary or as is required by law or by any regulatory body;

8.5.4 promptly comply with any request from Smoove Move requiring it to amend, transfer or delete the personal data;

8.5.5 implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

8.5.6 take all reasonable steps to ensure the reliability of its staff and agents who may have access to the personal data and ensure that such staff and agents:

8.5.6.1 are informed of the confidential nature of the personal data; and

8.5.6.2 have undertaken training in the laws relating to handling personal data;

8.5.7 not cause or permit the personal data to be published, disclosed or divulged, or transferred to a third party or to be transferred outside of the European Economic Area without the prior consent of Smoove Move; and

8.5.8 notify Smoove Move within five (5) working days if it receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data or to either party’s compliance with the DPA and the data protection principles set out therein, and it shall provide Smoove Move with full co-operation and assistance in relation to any such complaint, notice or communication.

8.6 Any breach of this clause 8 will be a Material Breach of this Agreement.

8.7 This clause 8 shall survive the termination or expiry of this Agreement.

9. PROFESSIONAL WARRANTIES AND INDEMNITY

9.1 The Professional shall provide Smoove Move with any Professional Content it reasonably requires to be provided with in order to supply the Services.

9.2 The Professional warrants that it is duly authorised and has the capacity to create a Professional Account with us on the terms set out herein and that the account is created by a duly authorised representative.

9.3 The Professional warrants that all Professional Content it supplies to Smoove Move in connection with this Agreement and/or publishes (or provides to Smoove Move for publication) on the Website and App will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency.

9.4 The Professional hereby grants Smoove Move the right:

9.4.1 to use and publish the Professional Content in connection with the provision of Services;

9.4.2 to remove, edit, cut-down or otherwise amend Professional Content published on any Pages, including without limitation where such Professional Content does not, in Smoove Move’s opinion, comply with the warranties at clause 9, or is otherwise in breach of the terms of this Agreement; and

9.4.3 to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Professional or any brands used in connection with the Professional Services.

9.5 The Professional warrants, represents and undertakes that it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Services and shall obtain all licences, consents, authorities and insurance it is either necessary or reasonably prudent for the Professional to obtain in respect of all its business activities and personnel (but especially in connection with the provision of the Services).

9.6 The Professional hereby agrees to indemnify, keep indemnified and hold harmless Smoove Move and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Professional of any term of this Agreement or arising out of any action brought by any third party relating to the Services provided (or not provided), or actions (or failure to act), of the Professional or any person (other than Smoove Move) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation or Professional Content.

9.7 This clause 9 shall survive the termination or expiry of this Agreement.

10. TERM OF THE AGREEMENT

10.1 This Agreement commences on the Effective Date and will continue in effect unless terminated through communication via the Website by either party.

10.2 Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:

10.2.1 the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

10.2.2 either party suspends, or threatens to suspend, payment of their debts or are unable to pay their debts as they fall due or admit inability to pay their debts or (being a company or limited liability partnership) are deemed unable to pay their debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;

10.2.3 either party commences negotiations with all or any class of creditors with a view to rescheduling any of their debts, or make a proposal for or enter into any compromise or arrangement with creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;

10.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with a party’s winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;

10.2.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over either party (being a company);

10.2.6 the holder of a qualifying floating charge over a party’s assets (being a company) has become entitled to appoint or has appointed an administrative receiver;

10.2.7 a person becomes entitled to appoint a receiver over a party’s assets;

10.2.8 one of either party’s creditors or an encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on, or sued against, the whole or any part of their assets and such attachment or process is not discharged within 14 days;

10.2.9 any event occurs, or proceeding is taken, in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in paragraphs 10.2.2 to 10.2.8 (inclusive); or

10.2.10 the other party ceases, or threatens to cease, to carry on business.

10.3 Where a party terminates this Agreement pursuant to this clause 10, such party shall have no liability to the other in respect of such termination. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

11. CONFIDENTIALITY

11.1 Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

11.2 Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.

11.3 The terms of and obligations imposed by this Clause 11 shall not apply to any Confidential Information which:

11.3.1 at the time of receipt by the recipient is in the public domain;

11.3.2 subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;

11.3.3 is lawfully received by the recipient from a third party on an unrestricted basis; or

11.3.4 is already known to the recipient before receipt hereunder.

11.4 The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.

11.5 This clause 11 shall survive the termination or expiry of this Agreement.

12. LIABILITY

12.1 Nothing in this Agreement shall limit or exclude a party’s liability for:

12.1.1 death or personal injury caused by its negligence; or

12.1.2 fraud or fraudulent misrepresentation.

12.2 Subject to clause 12.1, Smoove Move shall not be liable to the Professional, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

12.2.1 loss of profits;

12.2.2 loss of sales or business;

12.2.3 loss of agreements or contracts;

12.2.4 loss of anticipated savings;

12.2.5 loss of or damage to goodwill;

12.2.6 loss of use or corruption of software, data or information; and

12.2.7 any indirect or consequential loss.

12.3 Subject to clause 12.1, Smoove Move’s maximum aggregate liability to the Professional, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Commission payable to Smoove Move hereunder.

12.4 This clause 12 shall survive the termination or expiry of this Agreement.

13. MISCELLANEOUS

13.1 All rights to the Website and App and the content on it (save for Professional Content) (and all other Intellectual Property Rights belong to or licensed to Smoove Move) remain vested in Smoove Move at all times. Nothing in this Agreement shall give the Professional any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith.

13.2 Smoove Move reserves the right to monitor and/or review any communications between Professionals and Customers via the Website and App.

13.3 In the event of a change of control or senior management of the Professional, the Professional must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Smoove Move of the relevant new personnel’s contact details.

13.4 Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in the verification email (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three working days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.

13.5 The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.

13.6 Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).

13.7 A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

13.8 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

13.9 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

13.10 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

13.11 This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English and Welsh courts to settle any dispute arising out of or in connection with this Agreement.