Terms of Service
Terms of Service
Effective Date: October 21, 2015
Last Updated: December 5, 2015
Please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations for using Perfocal.
Acceptance of Terms
The web pages located at www.perfocal.com and all linked pages (the "Site"), are owned and operated by Perfocal Ltd. a company registered in England and Wales, company registration number: 9481026 ("Company", "us", "our" and "we").
By accessing the site, viewing any content or using any services available on the Site, you agree to comply with and be legally bound by these Terms, whether or not you become a registered user of the Services. If you disagree with any part of these Terms, you may not access and/or use the Site.
Explanation of Services
The Site can be used to facilitate the listing and booking of photography services ("Photography Services"). Company makes available an online marketplace or platform with related technology that connects Users who are willing to provide photography services (“Photographers”) with Users who are looking for Photographers (“Clients”). Each Client request for Photography Services to be provided by one or more Photographers, either successfully or unsuccessfully, is thereinafter referred to as a "Booking".
Company does not employ Photographers, so the actual contracts for Services are directly between Clients and Photographers. There is no joint venture, partnership, employment, or agency relationship existing between any User and Company as a result of these Terms, or the use of the Site.
What Company involves in a Booking are collecting Clients’ requirements, selecting suitable and available Photographers, helping both sides identify each other by contracting and then assisting in reaching a consensus of a satisfactory Booking, as well as providing a medium for exchange of money between Clients and Photographers. Company does not take part in the interaction between Users. The contracting, collaboration and fulfillment of a Booking are in fact between a Client and a Photographer. There is no joint venture, partnership, employment, or agency relationship existing between any User and Company as a result of these Terms, or the use of the Site.
Company does not provide Photography Services and is not a party to the contracting and fulfillment of a Booking between Client and Photographers. Therefore Company is not responsible for and disclaims any liability related to any Photography Services provided to Clients by Photographers. We cannot and do not control over the quality, timing, legality, or failure to provide Photography Services or any aspect whatsover of any ratings provided by the Users, or of the integrity, responsibility, or any actions of any Users. Company makes no representations about the condition, legality, suitability, reliability, or timeliness of the Photography Services provided by Photographers. Although we do vet the information provided by photographer Users, we cannot confirm that each User is who they claim to be. Accordingly, any Bookings will be made at the Client's own risk.
However, our payment flow does maintain certain quality of a Booking since we will not release the full payment until both Client and photographer reach a consensus of Booking. Besides, Company may provide sample gallery of a photographer which are merely informational and is not an endorsement or guarantee of a Photographer on the Site.
In order to use certain features of the Site, you may be required to register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information.
You represent that you are (a) at least eighteen (18+) years old; (b) of legal age to form a binding contract; and (c) not a person barred from using the Site under the laws of the United Kingdom, your place of residence or any other applicable jurisdiction. As a User, you are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorised use, or suspected unauthorised use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Site in the event that you have been previously removed by Company, or in the event that you have been previously banned from any of the Site.
As an User registering to become a Photographer, you agree to provide a clear headshot of your likeness for your profile; for so long as you make yourself available to provide Photography Services hereunder.
Use of the Site
Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited licence to use and reproduce portions of the Site for the sole purpose of using the Services for your personal or internal business purposes.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any portion of the Site; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, vacate compile or engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indexes of the materials, but not caches or archives of such materials); and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to the Site shall be subject to the Terms. Company, affiliates and third party providers reserve all rights not granted in the Terms. Any unauthorised use of the Site terminates the licenses granted by Company according to these Terms.
Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
No Support or Maintenance
You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Service Providers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Company reserves all rights not granted in these Terms.
Terms for Clients
Terms in this section apply to Users who are Clients.
You acknowledge and agree that Company does not and cannot guarantee that Photographers will be available to fulfill your Bookings.
The fee that Company will charge for a Booking will be listed on the confirmation e-mail sent to you after submitting your request for a Booking on the Site. Company, at its sole discretion, may make promotional offers with different rates and different features to any Client. These promotional offers, unless made to you, shall have no bearing whatsoever on the amount you owe to Company.
Company will charge you upon your confirmation of hiring a Photographer who is selected by the Company and who has indicated availability and ability to fufill your Booking. Company will charge your credit or debit card for the hours worked by the Photographers hired by you as well as any other cost that may apply e.g. commuting cost or additional services, and you hereby authorise Company to charge your credit or debit card for such amounts.
Terms for Photographers
Terms in this section apply to Users who are Photographers.
Once a Client submits a request for a Booking, Company selects the Photographers who will receive notice of and be invited to provide the requested Photography Services. If you are selected by the Company to provide Photography Services for a Client who has requested such services, Company will notify you by e-mail and/or SMS, providing you with the date, time, duration, location of the venue and other additional information (the “Booking Notice”). After you have indicated your availability to fulfill a Booking, Company will notify you whether the Client has engaged you to provide the Photography Services. You acknowledge and agree that Company does not and cannot guarantee that you will be selected to provide any Photography Services or that any Client will hire you to provide Photography Services for which you have indicated you are available.
You represent that you have necessary equipments, qualifications, experience and ability to provide Photography Services. You also represent that you shall use your best efforts to provide the Photography Services and produce high quality Photography Works (the "Photography Works") for any Bookings for which you are selected and which you have accepted, such that the outcomes are satisfactory to the Clients who requested such Bookings. The Photography Works shall be delivered online via Company following the instructions on the Site, within 48 hours after you have accomplished the on-site Photography Services unless there is an agreement for different arrangements between you and the Client, which shall be noticed to Company in writen promptly.
For each Booking that you fulfill, Company will pay you the remunerations specified in the Booking Notice. The payment shall be paid once the Client has received your Photography Works for the Booking and agreed with the release of the payment. If no actions were taken by the Client within 5 days after the online submission of your Photography Works, the payment will be released to you automatically.
You acknowledge and agree that Company provides the Website and Application for the purposes of connecting Photographers with potential Clients and that there is no (a) employment, (b) part-time employment, (c) consulting, or (d) joint-venture relationship whatsoever between Company and you.
You acknowledge and understand that the Photographer is an independent contractor (the "Independent Contractor") for all tax purposes (the “Taxes”), workers compensation purposes and all other purposes and that the Company shall have no responsibility for any obligations incurred or assumed by the Contractor. The Contractor agrees and understands that the Company is in not obligated to provide any employment related benefits to the contractor, including pension plans or group health insurance plans.
Third Party Payment Services
You hereby consent to provide and authorise Company and Stripe to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with the Terms, including personal, financial, credit and debit card payment, and transaction information.
By accessing and using the Site, you hereby understand that it is a violation of the Terms and agreed you will not to use the Site to find a Photographer or connect with a Client and then complete a Booking of the Services independent of the Site, in order to circumvent the obligation of payment of fees related to Company's provision of the services on the Site or for any other reasons. You understand that failed to comply with this term may lead to lawsuits against you.
Types of Content
You acknowledge that all information, data, text, images and/or other materials accessible through the Sites (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Site (“Your Content”), and other Users of the Site, and not Company, are similarly responsible for all Content they Make Available through the Site (“User Content”). You agree that you will not make available any Content that contains nudity, violence, sexually explicit, or offensive subject matter.
No Obligation to Pre-Screen Content
You acknowledge that Company has no obligation to pre-screen Content (including, but not limited to, Your Content and other User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company’s benefit, not yours. Without limiting the foregoing, Company shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Ownership of Your Content
Company does not claim ownership of Your Content. However, when you as a User make available Your Content on the Site, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
License to Your Content
Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Site to you and to our other Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in the Site.
Since Company is not involved in the actual contracts between Photographers and Clients or in the fulfilment of a Booking, in the event that you have a dispute with one or more Users, you hereby release Company, its affiliates, and third party providers (and its directors, officers, employees, agents and investors) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Company reserves the right, but has no obligation, to intercede in any disputes between Users.
Company may, but is not obligated to, monitor or review the Site and Content at any time. Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.
Although Company does not generally monitor User activity occurring in connection with the Site or Content, if Company becomes aware of any possible violations by you of any provision of the Terms, Company reserves the right to investigate such violations, and Company may, at its sole discretion, immediately terminate your right to use the Site, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
You agree to indemnify Company (and its directors, officers, employees, agents and investors), including costs and legal’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
If you choose to use the Site, you do so at your sole risk. You acknowledge and agree that Company does not have an obligation to conduct background checks on any User, but may conduct such background checks in its sole discretion.
The Site is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Company expressly disclaims any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
No advice or information, whether oral or written, obtained from Company or through the Site, will create any warranty not expressly made herein. You are solely responsible for all of your communications and interactions with other Users of the Site. You understand that Company does not make any attempt to verify the statements of Users of the Site. Company makes no representations or warranties as to the conduct of Users of the Site or their compatibility with any current or future Users of the Site. You agree to take reasonable precautions in all communications and interactions with other Users of the Site and with other persons with whom you communicate or interact as a result of your use of the Site, particularly if you decide to meet offline or in person regardless of whether such meetings are organised by Company. Neither Company or its affiliates or third party providers is responsible for the conduct, whether online or offline, of any User of the Site. Company and its third party providers will not be liable for any claim, injury or damage arising in connection with your use of the Site.
Termination and Suspension
Company may terminate or suspend your Account on the Site at any time for any or no reason. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Company may terminate or your right to use the Site if you breach any precautions of the Terms or any policy of Company posted through the Site from time to time; if Company otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Company believes you are creating problems or possible legal liabilities; if Company believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Company believes you are infringing the rights of third parties; if Company believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, Company is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Services by the payment due date. In addition to terminating or suspendinging your Account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
Company reserves the right, at its sole discretion, to revise or replace these Terms at any time. If the alterations constitute a material change to the Terms, Company may notify you by posting an announcement on the Site or by sending you an e-mail to the last e-mail address you provided to us (if any). What constitutes a material change will be determined at Company sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
You and Company agree that any cause of action arising out of or related to these Terms, the Site, Content, or any Bookings or Photography Services, must commence within six (6) months after the cause of action accrues, otherwise, such cause of action is permanently barred.
A waiver by Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorised representative of Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
If any precautions of these Terms is, for any reason, held to be invalid or unenforceable, the others of these Terms will be unimpaired and the invalid or unenforceable will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
These Terms and any dispute or claim arising out of or in connection with their 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. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.
If you wish to contact us in writing, please contact us at:
The Dock, Tobacco Quay,
London, E1W 2SF
E-mail: [email protected]