Terms & Conditions for corporate subscribers
These terms and conditions apply to corporate subscribers of the KitchenTable Community (“you” or “KTC Corporate Subscriber” as the individual or organisation set out on the sign-up page these Terms are attached to) who want to post work opportunities and negotiate with members of the KTC for the supply of the member’s professional services (“Terms”).
- About us.
The KitchenTable Community is an online community and resource platform available at www.kitchentable.community for freelancers and small agencies providing commercial creative services (the “KTC”).
The KTC is operated by the company Freedom of Information Ltd – company number 05327246, with its registered office at 1 College Gardens, Brighton, East Sussex, United Kingdom, BN2 1HP (“we” / “us”). Our VAT number is 855985364.
If you would like to contact us, then you can do so by email to: email@example.com or call us at: 07779 290010.
If you prefer to contact our physical trading address, then you can write to us at: 4th Floor, 7 Marlborough Place, Brighton BN2 1HP, United Kingdom.
2. Your agreement with us.
By signing up to be a KTC Corporate Subscriber, you agree that these Terms apply in full to your use of our platform to search for agencies and advertise requests for professional services from members of our community.
You confirm that you have authority to enter these Terms as a KTC Corporate Subscriber and that you are doing so as a commercial business.
When you become a KTC Corporate Subscriber, we will provide you with limited access to the KTC Platform so that within the KTC Marketplace you may:
- search for agencies;
- post details about potential projects at your business which you want to invite members to provide quotes or proposals for in relation to their professional services; and
- then negotiate and with any member of the KTC who responds to your posting, and for the purpose of agreeing terms of engagement with the KTC Member.
4. Duration of your subscription and how you can cancel it
KTC Corporate Subscribers sign up for the subscription period as set out on the sign-up page (“Subscription Period”).
Unless you have selected the recurring monthly subscription, your Subscription Period shall automatically end at expiry of the period set out on the sign-up page and you will need to sign up for another period if you wish to continue your membership.
Recurring monthly subscriptions are subject to a fixed minimum 12-month period.
5. Use of the KTC Marketplace
You may use the KTC Marketplace only for the posting of information about genuine projects you are offering, and so as to request proposals or quotes from members of the KTC for their professional services.
There is no limit to how many projects you can advertise on KTC Marketplace for the Subscription Period , and all postings must be in accordance with our Community Guidelines (as set out below).
We may modify the KTC Platform to add or temporarily remove features where necessary for any maintenance of the KTC Platform, but basic functionality and resources shall remain the same.
6. Contracting with KTC Members
Any agreement reached for the supply of services between the KTC Member and you, shall be solely between the two of you as the contracting parties.
- We do not act as an introducer or agent for any KTC Member.
- It is for you and the KTC Member to negotiate and finalise the terms upon which you are prepared to receive their professional services, and we do not get involved in any negotiations between the two of you.
- It is your responsibility to ensure that you have a suitable written agreement in place for the supply of the professional services provided to you by the KTC Member and that a suitable payment method between yourselves has been set up outside of the KTC Platform.
- We do not claim a percentage of any fees agreed between either party.
- We do not make any representations, guarantees or promises over the content of any proposals or the professional ability of the KTC Members, and it is your responsibility to carry out any due diligence on the community member to ensure that they are suitable for your project.
As the hiring party, you must take all necessary steps to ensure your compliance with, from April 2021, any IR35 tax rules that may apply to hiring of the KTC Member.
7. Access to the KTC Directory
As a KTC Corporate Subscriber you are also granted permission to access and use the KTC Directory, where you will have access to the basic contact details of certain members of the KTC who have opted into this directory.
This directory is for information purposes only and we do not make any guarantee over the accuracy of any of the information provided.
You may not transfer, resell or use any of the content in the KTC Directory for any competing business to the KTC or use it for any other commercial purpose.
Your use of the KTC Directory is subject to our Community Guidelines (as set out below).
8. Community Guidelines
Community is important to us. Every member, including our corporate subscribers, are required to comply with our community guidelines so that the KTC is an enjoyable and trustworthy experience for all our members alike.
As KTC Corporate Subscriber, you therefore agree that it is a condition of your subscription to use the KTC in accordance with these guidelines:
- you will not post, share or send any content or other material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive, or facilitates illegal activity;
- any content you post will, to the best of your knowledge and belief, be accurate or a genuinely held opinion;
- you may not resell, transfer or sublicence your access rights or any content you access from the KTC to any third party, whether directly or indirectly to any third parties;
- you may not use the KTC Platform or make any posting on behalf of for any other person or company who is not a member of the KTC;
- any job opportunity you post will be a genuine opportunity which are you are seeking freelance or small business support; and
- you will not use the KTC Platform to spam other members (including but not limited to sending multiple posts on the same topic in a short period of time).
We shall in good faith, but acting in our sole discretion, decide whether you have breached the Community Guidelines. We may suspend and/or terminate your subscription where we determine that the guidelines have been breached.
9. Your licence to us
So that we may provide the KTC Platform to all our users, you grant us the right to freely host and make available the content you post on the KTC Platform and so that we may provide our services to you and our KTC Members. You may delete your original posting at any time if you wish to remove it from the KTC Platform.
10. Our right to remove any content
We reserve the right to remove and/or delete any content posted onto the KTC Platform where:
- a third party alleges the infringement of its intellectual rights, or privacy or other personal rights;
- we are subject to a court order requiring its removal; or
- where it is unlawful or otherwise contrary to our Community Guidelines.
11. How we process personal data
Where you post personal data of any third party, you shall ensure that you have all necessary rights and permissions to make the personal data available.
Where you wish to use the personal data of any KTC Member, you shall ensure you have in place a privacy notice in place that you will provide the member, and so that you may lawfully use that personal data. Other than the providing you with the ability to contact KTC Members for the purpose of contacting the member to discuss an opportunity for them to provide their professional services, we do not provide you with any other right to use of the personal data and you must ensure that your use is in compliance with applicable data protection laws.
12. Availability of the KTC Platform
The KTC Platform is provided on an ‘as is’ basis, without guarantee that access to it shall be uninterrupted or error-free. We shall do our best to carry out maintenance on notice to you and outside business hours.
13. Security of the KTC Platform
We shall ensure at all times that appropriate safety and security procedures are maintained and enforced to prevent unauthorised access or damage to, and to ensure the business continuity of, the KTC Platform. We shall carry this out in accordance with good industry practice.
It is your responsibility to ensure that your account username and password are kept securely by you and are not shared with any third party.
We are not responsible for any actions carried out under your account.
14. Charges and payment
If Subscription Fees are applied you shall pay the Subscription Fees without set off or deduction in accordance with the details set out on the sign up page.
All amounts and fees are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
We may increase the fees at the end of the Subscription Period on written notice and your continued use of the KTC Platform shall be deemed as your approval of these increases. We shall provide you with at least one month’s written notice.
15. Ownership of the KTC Platform
You acknowledge that, as between you and us, we and/or our licensors own all Intellectual Property Rights in the KTC Platform, and any content we make available to you on the KTC Platform. Our content is made available to you on a limited basis for the Subscription Period for your own internal business use only. You may not transfer, resell or generally exploit any of the content outside of the KTC or for any competing business to us. All rights in our content not expressly set out in these Terms are reserved in full.
In the event that any Subscription Fees are unpaid, we reserve the right to suspend or terminate the services to you on written notice to you.
Where we have determined in good faith, that you have breached any of our Community Guidelines, we reserve the right, at our sole discretion, to suspend or terminate the services on written notice to you, detailing which breach or breaches we believe you have incurred.
17. Limitation of liability
You assume sole responsibility for your use of the KTC Platform.
We shall have no liability for any errors or omissions contained in any of the content made available to you, and the content is provided on an ‘as is’ basis.
All warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms, however we do not exclude or limit our liability which cannot be excluded by law (including for any death or personal injury caused by our negligence; or our fraud or fraudulent misrepresentation).
Subject to the above: (a) we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for (i) any loss of profits, (ii) loss of business, (iii) depletion of goodwill or similar losses, or for any (iv) indirect or consequential loss, costs, damages, charges or expenses however arising; and (b) our total aggregate liability for any loss howsoever arising, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, in connection with this Agreement and your subscription shall be limited to 125% of the Subscription Fees in any 6 month period.
Your subscription is personal to you. You shall not, without our prior written consent, assign, or in any other way transfer your subscription, or the access to and benefits of the KTC.
19. No partnership or agency
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party nor authorise any party to make or enter into any commitments for or on behalf of any other party.
20. Third party rights
Except as expressly provided elsewhere in this Agreement, no one other than a party to this Agreement shall have any right to enforce any of its terms.
In the event of any dispute in relation to these Terms, the parties shall first enter good faith discussions to resolve the dispute. The party alleging non-performance shall provide written details of the basis of its dispute to the other party, and the managing directors of each party shall use their commercial endeavours to resolve the dispute as expeditiously as possible. Where the parties cannot resolve their dispute as part of the good faith discussions, then they shall appoint a mutually acceptable third party to act as mediator via the Centre for Effective Dispute Resolution (CEDR).
22. Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – Defined Terms
In these Terms, the following words have the following meaning:
“Intellectual Property Rights” copyright, and related rights, patents, rights to inventions, trade marks, service marks, design rights, database rights, trade or business names, domain names, right in get-up, goodwill and know-how and all other intellectual property rights whether registered or unregistered and including any application for those rights, and similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world;
“KTC Directory” our database containing information on our paying agency members, as updated by us from time to time, which you can access in accordance with the Terms;
“KTC Marketplace” a space on the KTC Platform where youcan view, edit and post about jobs and projects in accordance with these Terms;
“KTC Member” an agency or freelancer who has signed up as a member of the KTC Platform;
“KTC Platform” the database and content submission platform provided by KitchenTable Community Limited and accessible at https://kitchentable.community/; and
“Subscription Fees” the fees for accessing the KTC Platform for the Subscription Period, payable in advance and in accordance with our section on fees and as set out on the sign up page.