1. Introduction
1.1 Fadlun was founded by a community of entrepreneurs whose aim is to connect highly skilled and socially responsible Service Providers with Customers quickly,easily and remotely. We do this by hosting the Platform, which contains several proprietary Apps which are owned or controlled by Fadlun, and which advertise Services which can be purchased directly from Service Providers via those Apps (the “Platform Services”).
1.2 These Terms constitute a contract between all users of the Platform and/or our Services (“you”) and Fadlun. Your use of our Platform is subject to these Terms and by using the Platform you agree to be bound by them. If you do not agree to these Terms, you must not use our Platform.
1.3 In some areas you will have different rights under these Terms depending on whether you are a Business or a Consumer. You are a Consumer if:
3.1 you are an individual; and
3.2 you are ordering Services from us wholly or mainly for your personal use (not for use in connection with a Business).
1.4 To avoid any confusion provisions specific to Businesses only are in bold.
2. Definitions:
App(s) means the mobile and web applications made available on the Platform by Fadlun through which the Service Providers sell Services.
Business means a commercial entity that is purchasing the Services in connection with a trade, craft or profession.
Commission means the fee payable by Service Providers to Fadlun in exchange for the Platform Services.
Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession.
Customers means all users of our Platform that are not Service Providers.
Fadlun/ ‘we’ ‘us’ ‘our’ means the company that provides the Services and runs this Platform being Fadlun UK Ltd with company registration number: 13211344 having its registered office at 6 Clifton Road, London, England, E16 4PS.
Fee(s) means any prices payable by Customers to Service Providers in exchange for Services Ordered via the Platform.
Insurance Policies means adequate insurance, including but not limited to, professional indemnity and public liability insurance coverage taken out by each Service Provider with a reputable insurance provider.
Order means the Customer's order for Products or Services submitted following the step-by-step process set out on the Platform or App or as otherwise agreed between the parties (‘Ordering’ and ‘Ordered’ shall be construed accordingly).
Platform means ‘Fadlun’ online platform which includes its proprietary domain: [https://apps.fadlun.com] and all sub domains the web-app associated with that domain as well as any mobile or tablet application operated by Fadlun.
Services means the services sold by Service Providers via the Apps on the Platform.
Service Provider means one of our vetted, skilled Businesses that Customers may engage for Services through the Platform.
Stripe Connected Account means a Service Provider’s online bank account where the Service Provider has agreed to the Stripe Services Agreement and received approval from Stripe to receive the Stripe Services;
Stripe Services Agreement means the Stripe Connected Account Agreement, which includes the Stripe terms of service;
Stripe Services means the payment processing services offered by Stripe to Fadlun and Stripe Connected Accounts including services that enable the acceptance of payments from Customers and the routing of money to and from Stripe Connected Accounts.
Terms means these Terms and Conditions.
TERMS FOR CUSTOMERS
3. Platform Services
3.1 The description of the Platform Services is as stated on the Platform, marketing e-mails or any other form of advertisement. Any description is for illustrative purposes only.
3.2 We reserve the right to make beneficial changes to the Platform Services. This could be to comply with any applicable law, regulation or safety requirements, or to implement minor technical adjustments and improvements, for example to optimise your user experience.
4 Personal information and Registration
4.1 To Order any Products Services, you must first register through the Platform in order to access the Apps.
4.2 If you wish to use the Platform, you must signify agreement with the Privacy Policy and these Terms. You will then be to submit details, which made may include:
● contact name;
● the issue for which you need the help of one of our Service Providers;
● contact e-mail address; and
● contact mobile telephone number.
4.3 We may contact you by using e-mail or other communication methods and you expressly agree to this.
4.4 By booking an order with a Service Provider you consent to your personal information being shared with that Service Provider. Once this information has been passed directly on to the Service Provider, the Service Provider may contact you via the Platform only with information that relates to your issue.
4.5 We retain and use all information strictly under the Privacy Policy.
5 Basis of
5.1 The description of the Services on our Platform does not constitute a contractual offer to provide any Services to you. When an Order has been submitted on the Platform, our Service Providers may reject it for any reason, although we will try to tell you the reason without delay. In such an instance, if payment has already been taken, we will refund you in full.
5.2 The Order process is set out on the Platform. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the Order process correctly.
5.3 A contract will be formed for the supply of Services you have Ordered when you receive an email from us confirming the Order (Order Confirmation) or within 2 Business Days of the Order being placed by you, whichever is the earlier. You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in an Order placed by you. By placing an Order, you agree to us giving you confirmation of the contract by means of an email with all information in it (i.e. the Order Confirmation). You will receive the Order Confirmation within a reasonable time after making the contract, but in any event not later than the acceptance of your order with a Service Provider.
5.5 Once you order Products or Services via the Platform, Fadlun discharges its responsibilities to you and all contractual matters are between you and the Service Provider and are governed by their terms of service which are available within each App. It is therefore of the utmost importance that you communicate any important information relating to your Order with the Service Provider.
5.6 If your order is rejected by the Service Provider, there will be no further obligation on our behalf, and we would encourage you to look for another Service Provider that fits your criteria.
6 Fees
6.1 The price of the Fees is that set out on the Platform at the date of the Order, or such other price as may be agreed between you and any Service Provider in writing.
6.2 We may issue you with loyalty tokens during your time as a user of the Platform (“Loyalty Tokens”). Loyalty Tokens will be awarded at our discretion with a value set by us based on the percentage of your spend on Services. Where you are eligible, the loyalty tokens you may earn will be notified to you at the time that you purchase the Services. These can only be used on the Platform when indicated and at the value indicated. Loyalty tokens are non-transferable and cannot be exchanged for cash.
6.3 You will be required to pay when using our online checkout service on the Platform by submitting your credit or debit card details with your Order.
6.4 Prices and charges include VAT at the rate applicable at the time of the Order.
6.5 All Fees must be taken through the Platform. We process payments using Stripe which are subject to the Stripe terms and conditions which are incorporated into these Terms by reference. If you try to make payment outside of the Platform, we reserve the right to terminate your use of the Platform without notice.
7 Service Provider Registration
7.1 If you wish to become one of our Service Providers, you must submit an application through the Platform. We will then assess your application and we may ask you for more details. We will require certain information during the onboarding process, which may include, but is not limited to:
● Company number if applicable;
● Identification documents for the Service Provider;
● Proof of professional qualifications and/or accreditation;
● Bank account details; and
● Proof of the Insurance Policies.
7.2 Service Providers are permitted to upload content to our Platform through the Apps. By permitting us to upload any content to our Platform, the Service Provider grants Fadlun and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable licence to use, reproduce, modify, adapt, publish, translate, distribute, and display any part of the Apps and/or to incorporate it into other materials in any form, for the purposes of marketing.
7.3 Service Providers are permitted to link to their Apps on the Platform via embedded links using a portal provided by Fadlun.
7.4 If for any reason after accepting an Order, a Service Provider cancels the Order for any reason, they must notify us through the Platform immediately. The Service Provider must then refund the full amount of any Fees received to the extent that they have been paid out and Fadlun reserves the right to charge a small cancellation fee to cover the costs of processing the payment.
8 Service Provider Obligations
8.1 The Service Provider represents and warrants that:
8.1.1 they have the necessary authority, rights and licences to provide the Services that they advertise on the Platform;
8.1.2 the experience and expertise of the Service Provider detailed on the Apps is accurate and truthful and not misleading for Customers;
8.1.3 they shall not misuse any personal data of Customers shared with them through the Platform in contravention of the Data Protection Laws or send unsolicited communications to Customers;
8.1.4 they shall not attempt to contact Customers outside of the Platform or try to circumvent the Platform in any way;
8.1.5 they shall respond promptly to any and all enquiries from Customers in relation to orders;
8.1.6 they shall respond promptly to any and all enquiries from Fadlun when contacted; and
8.1.7 they shall at all times ensure that a professional demeanour is maintained during the provision of Services and that they shall not use any threatening or unsuitable language or display any inappropriate behaviour when dealing with Customers.
8.2 The Service Provider shall indemnify, defend and hold harmless Fadlun against all losses that Fadlun incurs or suffers however arising as a result of or in connection with:
8.2.1 the Service Provider's breach of the warranties set out herein;
8.2.2 the Service Provider's breach or negligent performance or non-performance of any obligations under these Terms;
8.2.3 any damage to reputation suffered by Fadlun as a result of the Service Provider’s breach of these Terms or negligence; and/or
8.2.4 any claim made by a Customer or any third party arising out of or in connection with an order with a Service Provider, to the extent that such claim arises as a result of any breach of these Terms by, or the negligence of, the Service Provider or its staff or contractors.
8.3 Fadlun requires that the Service Provider obtains and maintains the Insurance Policies to adequately cover its liabilities to Customers and Fadlun under these Terms.
8.4 Fadlun reserves the right to suspend and terminate the use of the Platform by any Service Provider that breaches these Terms or if it receives more than two complaints about any Service Provider from Customers.
9 Fees
9.1 Fees are paid by Customers to Service Providers via the Platform.
9.2 All Service Providers agree and hereby give Fadlun authorisation to issue self-billing invoices for Fees and to collect debt and interest on invoices from Service Providers on their behalf.
9.3 In consideration of the provision of the Platform Services, the Service Provider agrees that Fadlun may deduct a Commission of a% plus VAT of gross receipts received by the Service Provider via the Platform. The calculation of the Commission shall depend on the Service Provider’s membership package and/or the nature of the Services.
9.4 Payment processing services for Service Providers are provided by Stripe and are subject to the Stripe Services Agreement. By agreeing to these Terms and continuing to use the Platform Services, you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. Under no circumstances can Stripe be used in violation of the Stripe Services Agreement and any failure to do adhere to those terms by a Service Provider will constitute a material breach of these Terms which may result in Fadlun terminating your use of the Platform.
9.5 If you are located within the United Kingdom or the European Economic Area, you will be required to sign up for a Stripe Connected Account in order that we may comply with our regulatory obligations. Subject to agreeing to the Stripe Services Agreement and to receiving approval from Stripe to become a Stripe Connected Account, you must adhere to the following additional terms in order to be a Stripe Connected Account:
(a) you agree to provide us with accurate and complete Know Your Customer information about your business and the ownership of your business and to update that information whenever necessary to ensure it is accurate at all times;
(b) you hereby authorise us to act on your behalf in setting up, creating and managing your Stripe Connected Account and any other activity required for the operation of the Stripe Connected Account and to receive notices from Stripe on its behalf;
(c) you hereby authorise us to access your Stripe Connected Account data and to share the Stripe Connected Account data with Stripe. Stripe and Fadlun are independently responsible for ensuring that Stripe Connected Account data within our possession or control is protected from unauthorised disclosure; and
(d) you understand and acknowledge that if we suspect you of any fraudulent, unlawful, deceptive or abusive activity, it is contractually required to inform Stripe promptly of this on becoming aware.
9.6 Fadlun is not liable for the processing times of Stripe who are responsible for any delays in processing Management Fees due to Service Providers.
9.7 Our preferred currency is GBP. If Management Fees are not received in GBP, the conversion is performed by Stripe. We are not responsible for any exchange rate rates or charges levied by Stripe for such conversion.
9.8 All Service Providers are fully responsible for compliance with any applicable local laws and regulations in regard to the Fees that they receive from the Customer for Services including the payment and reporting of any applicable income taxes and VAT. For the avoidance of doubt, Fadlun is not responsible for Service Providers’ tax payments or any other financial obligation and cannot provide the Service Providers with any advice in this regard.
10 Status
Nothing in these Terms shall be interpreted as meaning that any Service Provider or any member of staff or contractors of any Service Provider is an employee of Fadlun and agrees that all Client Services provided to Clients are as a self-employed person or as a Business and are therefore excluded from the provisions of the Working Time Regulations and any benefits or rights attributed to employees including, but not limited to, entitlement to paid holiday or leave from Fadlun.
11 Restrictions
Service Providers agree not to attempt to set up a service which competes with the Platform Services for the duration of their involvement with the Platform and for a period of 12 months after ceasing to use the Platform anywhere in the world.
GENERAL TERMS
12 Intellectual property
12.1 We are the owner or the licensee of all intellectual property rights in our Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
12.2 “Fadlun” is an unregistered trade mark and is legally protected by the laws of “passing off” and “unfair competition”. No rights are granted to Customers, Service Providers or any third parties to reproduce or use our trade mark for any purpose without prior written approval.
12.3 You are permitted to:
12.3.1 print off one copy or download extracts of any page(s) from our Platform for your personal use; and
12.3.2 draw the attention of others within your organisation to content on our Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Platform is always acknowledged.
12.4 However, you must not:
12.4.1 modify the paper or digital copies of any materials you have printed off or downloaded in any way;
12.4.2 use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
12.4.3 use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
12.5 If you print off, copy or download any part of our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
13 Viruses and maintenance
13.1 We do not warrant or guarantee that our Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Platform is compatible with your computer equipment and are under no obligation to do so.
13.2 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material or event that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform, the downloading of any content, or on any websites linked to it.
13.3 You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.
13.4 We may, from time to time, temporarily suspend the operation of our Platform with or without prior notice, either wholly or in part for repair or maintenance work or for the purposes of updating or otherwise improving its content, features or functionality.
14.1 You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. We prefer that you link to our Platform through the social media links provided.
14.2 You must not, without explicit permission:
14.2.1 establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
14.2.2 establish a link to our Platform in any website that is not owned by you;
14.2.3 frame our Platform on any other Platform, nor create a link to any part of our Platform other than the home page; or
14.2.4 link from any Platform that contains fraudulent, false, misleading or deceptive information; or defamatory, libellous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.
14.3 We reserve the right to withdraw linking permission without notice.
15 Third-party Links on our Platform
15.1 Where our Platform contains links to other Platforms 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 Platforms or information you may obtain from them. We have no control over the contents of those Platforms or resources.
16 Confidentiality
16.1 We undertake not to disclose any confidential information regarding the business of any Service Provider or Business to third parties except as provided for under these Terms. However, we may disclose your confidential information:
16.1.1 to our employees, officers, representatives, subcontractors, or advisers who require such information for the purposes of carrying out their obligations under these Terms; or
16.1.2 as may be required by the law of a court of competent jurisdiction or any governmental or regulatory authority.
17 Successors and our sub-contractors
17.1 We can transfer the benefit of these Terms to someone else, however we will remain liable to the other for its obligations under these Terms. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
17.2 You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.
17.3 No person who is not a party to these Terms shall have any rights to enforce any of its provisions and these Terms can be varied without any third party's consent. Neither of us will need to get the agreement of any other person in order to end the contract for Services or make any changes to these Terms.
18 Circumstances beyond the control of either party
18.1 In the event of any failure by a party because of something beyond its reasonable control:
18.1.1 the party will advise the other party as soon as reasonably practicable; and
18.1.2 the party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.
19 Privacy
19.1 Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
19.2 These Terms should be read alongside, and are in addition to our policies, including our Privacy and Cookies Policy.
19.3 For the purposes of these Terms:
19.3.1 'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Directive 95/46/EC (Data Protection Directive) or the GDPR.
19.3.2 'GDPR' means the General Data Protection Regulation (EU) 2016/679.
19.3.3 'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
19.4 We are a Data Controller of the Personal Data we Process in providing services to you.
19.5 Where you supply Personal Data to us so we can provide services to you, and we Process that Personal Data in the course of providing services to you, we will comply with our obligations imposed by the Data Protection Laws:
19.5.1 before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
19.5.2 we will only Process Personal Data for the purposes identified;
19.5.3 we will respect your rights in relation to your Personal Data; and
19.5.4 we will implement technical and organisational measures to ensure your Personal Data is secure.
19.6 For any enquiries or complaints regarding data privacy, please contact us.
20 Reliance on our Platform
20.1 The content on our Platform is provided for general information only and is not intended to amount to advice on which you should rely.
20.2 Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
21 Prohibited use
21.1 You may not use the Platform for any of the following purposes:
21.1.1 in any way which causes, or may cause, damage to the Platform or interferes with any other person's use or enjoyment of the Platform;
21.1.2 in any unlawful or fraudulent manner;
21.1.3 to transmit, or to procure the transmission of any unsolicited marketing materials to us;
21.1.4 in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
21.1.5 to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; or
21.1.6 making, transmitting or storing electronic copies of content protected by copyright without the permission of the owner.
22 Limitation of liability
22.1 We provide the Platform Services only and we are not responsible and accept no liability whatsoever for any advice that Customers receive from a Service Provider on the Platform.
22.2 If you are a Consumer, we limit our liability as follows:
22.2.2 Subject to Clause 21.1.3 below, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of this Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Platform Services. Our total liability to you for all other losses arising under or in connection with these Terms between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you under these Terms if any.
22.3 If you are a Business, we limit our liability as follows:
22.3.1 Except to the extent expressly stated in Clause 24.2.3, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
22.3.2 Subject to Clause 24.2.3, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of this Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Services. Our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you under these Terms.
22.3.3 We do not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of our other legal obligations including breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or defective products under the Consumer Protection Act 1987.
22.4 Whether you are a Consumer or a Business, the Platform Services advertised on it are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
22.5 The Service Provider agrees to indemnify Fadlun against all reasonable costs, expenses, penalties, fines or interest including reasonable legal costs and expenses, incurred or payable by the Service Provider in connection with or in consequence of any such liability, deduction, contribution, assessment or claim including claims for employment or worker status brought by the Service Provider against Fadlun arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of Fadlun.
23 General
23.1 These Terms may be varied by us from time to time. Such revised terms will apply to the Platform from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version.
23.2 We reserve the right to terminate your use of the Platform and disable your account if you breach these Terms or your account is inactive for an extended period. If we do disable your account, we reserve the right to delete your account history.
23.3 These Terms contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms.
23.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.
23.5 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.
24 Governing law, jurisdiction and complaints
24.1 These Terms (including any non-contractual matters) are governed by the laws of England and Wales.
24.2 Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
24.3 We try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs, Customers should contact us to find a solution. We will aim to respond with an appropriate solution within 5 days.