These are the commercial terms and conditions (“the T&Cs”) of DataWrk Limited (Company Number: 11843623) of 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ (“DataWrk”) as implemented and used in its business activities and commercial dealings, which are integrally governed by these T&Cs unless specifically agreed or indicated otherwise. This includes any and all agreements (“the Agreements”, each an “Agreement”) between DataWrk and any client or consultant or other business contact it enters into a commercial relationship with (“the Users”, each a “User”).
By entering into a commercial relationship with DataWrk and, as such, a User of our Services, you acknowledge that you have read, agreed to and accept all of these T&Cs in order to be a User, including but not limited to the referral of Consultants, processing of information(s) pertaining to any contracts/assignments, and/or any other service of any kind provided by DataWrk (“the Services”).
These T&Cs shall govern any and all Agreement(s) between DataWrk and User including Order Form(s) (defined below) of even date or otherwise. Unless otherwise expressed by DataWrk, should any language contained in these T&Cs conflict with those contained in the Agreement, these T&Cs shall take precedence.
Should the Services begin to be rendered to User, User will be deemed to have agreed to these T&Cs and bear all obligations arising out of the same.
By way of User’s agreement to these Terms of the Conditions, whether by default or otherwise, User hereby acknowledges and agrees, both in his/her capacity as User and on behalf of the entity with which they are affiliated, to any and all of the terms, provisions and obligations as stipulated herein.
DataWrk may, at its sole discretion (and at any time), amend these T&Cs. By way of DataWrk’s publishing of a revised version of these on its website (https://datawrk.com/), DataWrk shall consider its content to be knowing to User. For User’s ease of reference, User shall be notified by way of email regarding such amendments, but only in respect of Substantial Change(s) (defined below). DataWrk accepts no liability whatsoever for User’s failure to keep track at all times of amendments to these T&Cs and User hereby accepts such responsibility in respect of the same.
- Definitions and Interpretations
“Agreement” means any Contract for Services agreement between User (Consultant/Client) and DataWrk, for the provision of Services (defined below). The Agreement, together with Order Forms and all other annexes, is governed by these T&Cs.
“Business Day”means a day (other than a Saturday, Sunday and/ or public holidays in England), unless otherwise agreed upon between the parties for reasons such as different holidays in another country.
“Client” means any individual or entity entering into an Agreement with DataWrk and/or utilising its Services to find a suitable Consultant for the provision of Consultancy Services (defined below), including persons and/or entities who have, in the past, benefited from DataWrk’s Services and, as such, are bound by these T&Cs, particularly in relation to non-solicitation provisions inter alia; Client shall encompass “Client’s Group”, being any entity of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), as well as any subsidiary of the Client;
“Connecting” means any and all communications and/or introductions made by DataWrk and/or between Users/ DataWrk on any Platform (defined below) and/or in respect of the Services;
“Confidential Information” means all materials and/or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, excluding materials or information (a) generally known by third parties; (b) lawfully received by User without restriction from a third party having the right to disseminate the information; (c) already known by User prior to receiving it from the other party and was not received in breach of any obligations of confidentiality; or(d) independently developed by User without use of any Confidential Information;
“Consultant” means any individual or entity entering into an Agreement with DataWrk and/or utilising its Services to find Client(s) to whom they can provide their Consultancy Services and/or work on Project(s) (defined below). Consultants offer their Consultancy Services to Client in their capacity solely as freelance entities independent from DataWrk and no Consultant is or shall be considered by anyone to be an employee of DataWrk;
“Consultant Fees” means the fees charged or to be charged by Consultant in respect of the agreed rates as stipulated in the Order Form(s). These may take four separate forms (a) hourly rates (“Hourly Rate”); (b) fixed-price (“Fixed-Price Rate”), (c) daily rate (“Daily Rate”) all as agreed by the parties and specified in the Order Form; and (d) bonuses or other payments agreed by Client and Consultant (“Bonus”).
For sake of clarity, any and all such bonuses payable by Client to Consultant, whether directly or otherwise, shall be governed by these T&Cs and, as such, both Client and Consultant shall be severally liable for failure to disclose and/or remunerate DataWrk in respect of the same. In the event that such bonus(es) is/are granted and/or paid to Consultant by Client, whether indirectly or otherwise, at a time before or after any time(s) specified in the Order form(s) but which DataWrk may consider as payment in respect of such Order Form, both Client and Consultant shall be severally liable for contribution of the same to DataWrk.
“Consultancy Services” or “Project” means all services performed for or delivered (or to be delivered) to Clients by Consultants in accordance with the Agreement, including any and all subsequent Order Form(s).
“DataWrk” means DataWrk Limited (Company Number: 11843623) of 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, England.
“DataWrk Commission” means the commission chargeable by DataWrk to Consultant for the Services in addition to the Payment Rates, as set out and agreed in any Agreement or Order Form(s).
“Data Protection Laws”means any applicable law relating to the processing, privacy, and use of Personal Data, that applies to user and/or the Services/Project(s), including any laws or regulations implementing the General Data Protection Regulation (GDPR) (UK GDPR 2021) relevant with such laws.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any other jurisdiction.
“Instructions” means the Instructions specified by DataWrk in relation to the payment method for fixed-price, hourly, bonus, and or any other kind of payment in relation to the Services and/or Consultancy Services (defined below) undertaken by the Consultant.
“Invoice” means the report of hours/days and/or Projects invoiced for in respect of Consultancy Services rendered by Consultant to Client in accordance with the Agreement and Order Form. For the avoidance of doubt, any and all bonus payments paid by Client in respect of the same, whether during the contract period or after, shall be considered as payment in respect of an Invoice and thus DataWrk shall be made aware of and remunerated accordingly.
“IR35 Regulation” means the regulation concerning ‘off-payroll’ working rules in the United Kingdom for contractor personnel (i.e. the Consultants). DataWrk has considered all aspects of its business and relationship with Consultant, concluding that DataWrk is not an employer of Consultant for the purpose of IR35 Regulation or otherwise;
“Losses” means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges including such items arising out of or resulting from actions, proceedings, claims and demands; and “Loss” shall be construed accordingly;
“Order Form” means the form outlining the specifics of each Project including, inter alia, timeline(s), Project specifics and Consultant Fees agreed by all parties (Hourly-Rate or Daily-Rate or Fixed-Price Rate). All Order Forms constitute a contingent and binding contract between Client and Consultant but are bound by these T&Cs;
“Platform(s)” means any and all platforms used by DataWrk and/or User to network with or introduce other Users and/or action administrative tasks in respect of their respective Agreement with DataWrk, including email and/or on DataWrk’s websites;
“Profile” means any and all information pertaining to User and their right to benefit from the Services.
“Project” or “Consultancy Services” means all services performed for or delivered to Clients by Consultants in accordance with the Agreement, including any and all subsequent Order Form(s).
“Protected Data” means any data or information that is subject to regulation under Data Protection Laws.
“Services” means the intermediating of DataWrk for the referral of Clients to Consultants and/or Consultants to Clients, and/or any other service of any kind provided by DataWrk to User in relation to the Services including but not limited to the administering of invoices and any potential, whether or temporary or permanent, Platform on which Users can communicate or transmit any information of any kind to one another and to DataWrk;
“Substantial Change” means a change to the T&Cs which reduces User’s rights and/or increases their responsibilities;
“UK GDPR” means the UK General Data Protection Regulation (2021), the Regulation governing the fairness, lawfulness and transparency of data processing to which DataWrk is subject and compliant;
“User” means any person or entity benefitting in any way from the Services provided by DataWrk, including Connecting on any Platform. For sake of clarity, the term User shall encompass both Client and Consultant as well as any potential Client(s) and/or potential Consultant(s);
“Vetting” means DataWrk’s vetting process in which DataWrk assesses the authenticity of Consultant’s credentials and/or qualifications, ensuring that Consultant possesses the minimum credentials and/or qualifications to carry out Consultancy Services. Please Note: The Vetting process is conducted by DataWrk without any particular Project and/or Client’s requirements in mind and, as such, Clients are required to carry out further suitability check with which Consultants must be compliant;
“Work Product” means any tangible or intangible results or deliverables that Consultant agrees to create for, or actually delivers to, Client as a result of performing the Consultancy Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith;
2. The Services
2.1. DataWrk is a service provider intermediating on behalf of both (a) Consultants looking for Clients to whom they can offer their Consultancy Services and (b) Clients looking for suitable Consultants to undertake Project(s);
2.2. By way of Connecting and the use of Platform(s), Users can virtually network with one another as well as liaise with DataWrk regarding potential and/or ongoing Projects.
2.3. DataWrk assists in the process of matching Users on a requirement/availability basis.
2.4. DataWrk’s Vetting process means that Consultants are vetted to a reasonable degree as regards their qualifications. However, Clients are required to carry out their own additional checks and thoroughly assess the degree to which Consultant is suitable for any Project.
2.5. By way of independent Agreement(s) between (a) DataWrk and Consultant and (b) DataWrk and Client, DataWrk shall refer Client to Consultant and Consultant shall provide Consultancy Services to Client as per the Agreement and Order Form(s) annexed thereto (detailing the Project for which the Consultancy Services are required and the terms on which they have both agreed);
2.6. As per their respective Agreements, Users enter into each Agreement on the understanding that the Consultant provides the Consultancy Services in their capacity as an independent, contracted entity. DataWrk is in no way whatsoever affiliated with Consultant and User hereby acknowledges and accepts the same;
2.7. DataWrk shall invoice Client in respect of the (a) referral of Consultant to Client, (b) Consultant providing the Consultancy Services, and (c) any and all intermediary and administrative work carried out by DataWrk in relation to the same;
2.8. The Services do not extend to the content and/or quality of the work itself provided by the Consultant, nor in relation to the suitability of the referred Consultant, as the Client undertakes to take all reasonable steps to ensure such suitability prior to the Agreement.
3. Relationship with DataWrk
3.1. DataWrk acts as an intermediary broker between Consultant and Client;
3.2. DataWrk acts independently from both Consultant and Client and accepts no obligations and/or liability arising out of any relationship between Users, including each Contract for Service and/or Order Form(s);
3.3. User hereby confirms their understanding that DataWrk is not liable to Consultant or Client for any liabilities which might be considered to be in relation to a purported course of employment of any kind between DataWrk and Consultant and/or Client. For the avoidance of doubt, DataWrk is not party to any employment contract of any kind with Consultant and/or Client; and, as such:
- Consultant is free to undertake and/or refuse to undertake any work referred to them by DataWrk;
- Client is not obliged to accept any provision of Consultancy Services from any Consultant referred to them by DataWrk, unless such time that an agreement has been established;
- DataWrk is not and shall not be liable for any expenses (including insurance of any kind, travel, administration, legal, etc) incurred by Consultant and/or Client, save as for payment of invoices which are considered to be due in relation to the normal work carried out by the Consultant for the Client.
4. Taxes and Benefits
Being independent freelance/contracted entities, Consultants are fully and solely responsible for any and all taxes owed by them in respect of any and all monies received for the provision of Consultancy Services, and/or any other work carried out by them;
5. Marketplace Feedback and User Content
5.1 By way of Connecting, Users publish on Platform(s) and request DataWrk to publish and communicate on their behalf, information pertaining to their Profile including feedback, geographical location, identity verification and/or credentials (obtained by DataWrk during the Vetting process).
5.2 DataWrk does not accept any liability whatsoever for any content and/or published or communicated information by or on behalf of Users which may affect the reputation of others (whether professional or otherwise) and User hereby acknowledges and accepts the same.
6. Order Form(s) and Client/Consultant Relationship(s)
6.1 Upon signing of the Order Form, Client and Consultantenter into a contingentagreement with one another;
6.2 Both Consultant and Client acknowledge that their obligations and liabilities are owed to one another severally and that the entire scope of their working relationship(s) and Order Form(s) are bound by (i) these T&Cs and (ii) their respective Agreement with DataWrk;
6.3 DataWrk does not accept any responsibility for the outcome of Client/Consultant relationships and/or Projects and both Client and Consultant hereby acknowledge and accept this;
6.4 Consultant is aware of their duties and responsibilities to Client and Client is aware of their duties to compensate Consultant in respect of the same.
7. Worker Classification and IR35 Regulation
7.1 Nothing contained in these T&Cs, the Agreement, nor in any other agreement including Order Form(s) shall be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between DataWrk and User;
7.2 In particular, Consultant hereby accepts and confirms their acknowledgement as an entity independent from DataWrk and accepts all responsibilities in respect of such capacity including, but in no way limited to, professional insurance, tax declarations and payments, as well as National Insurance (NI) and pension contributions;
7.3 Consultant also acknowledges their status with respect to IR35 Regulation, being that of a contracted party and not employee of any kind;
7.4 Client acknowledges and accepts Clause(s) 7.1; 7.2 and 7.3 and, as such, does not and shall not at any time hold DataWrk liable, whether vicariously or otherwise, for the acts or omissions on Consultant’s part (or any other User), save as for when Vetting procedures have not been conducted by DataWrk with reasonable diligence and care.
8. The Platform(s)
8.1 User hereby acknowledges and agrees to the sharing of information relating to their profile, experience and/or reviews (whether known or unknown to them) and waives any and all rights in relation to claim damages from DataWrk which may arise as a consequence of the same;
8.2 User accepts that by publishing and/or communicating any aspect of their profile and any other information on the Platforms, that they do so at their own discretionary and professional risk and waive any and all rights to damages from DataWrk for any act or omission carried out by any User which might be damaging in any way to them;
8.3 User understands, acknowledges and accepts the scope of all such risks including but not limited to defamatory or negative comments by Users, virus transmission inter alia;
8.4 User warrants that they shall not commit any act or omission in respect of its access and/or usage of the Platforms which may be damaging to any other User(s) and/or DataWrk;
8.5 User acknowledges and accepts that DataWrk reserves its right(s) to claim damages from User in respect of any act or omission as described in this Clause 8.
9. Fees, Currency & Payment Methods
9.1 Unless otherwise stated by DataWrk, payments due to DataWrk shall be payable by bank transfer in Great British Pounds (GBP) currency;
10.1 Any and all Users introduced by DataWrk agree to make and receive payments for Services only through DataWrk for a period of two years following the entering into the last Order Form between the Client and Consultant by way of our Services. All Users hereby agree not to:
- Offer or solicit or accept any offer or solicitation from parties identified through DataWrk’s introduction or Platforms to contract, hire, invoice, pay, or receive payment in any manner other than through any Platform provided by DataWrk for the purpose of relations between Users/Consultants and/or Clients;
- Invoice, report or request an invoice or payment amount lower than that actually agreed, made, or received between Users;
- Refer a User you identified by way of their relations with DataWrk to a third-party who is not a User for purposes of making or receiving payments other than those known to DataWrk;
- Furthermore, User hereby agrees to notify DataWrk immediately if they or any associated party suggests or proposes to them the making or receiving of payments other than those known to DataWrk and/or in violation of these T&Cs. If Users are or become aware of a breach or potential breach of this non-circumvention agreement, they are required to urgently submit a confidential report to DataWrk.
- Users also acknowledge and agree that a violation of any provision in this clause is a material breach of these T&Cs and shall give rise to DataWrk’s right to terminate their respective Agreement with User as well as potentially nullify any due payments in respect of the same and/or Project(s).
10.2 Communicating with other Users;
The provisions of this Clause 10 apply to any interaction between Users;
- Users agree to use the communication services available specified and known by DataWrk, to communicate with other Users prior to entering into a Contract for Services. Users agree that prior to entering into any Agreement with DataWrk and/or Order Form, they shall (a) use DataWrk’s Platform/Services as the sole manner in which to communicate with other Users; (b) not provide a means of direct contact to any other User or another person that you identified or were identified as a consequence of DataWrk’s Services; (c) not use a means of direct contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of DataWrk; (d) not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) not include any means of direct contact or means by which their contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through DataWrk’s communications services;
11. Records of Compliance
Users will each (a) create and maintain records to document satisfaction of their respective obligations under these T&Cs and their respective Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide to DataWrk copies of such records upon DataWrk’s request.
12. Warranty Disclaimer
User agrees not to rely on any Platforms provided by DataWrk for the purpose of Connecting, or any information or services supplied on the Platforms. Any and all Platforms are provided “as is” and on an “as available” basis. DataWrk makes no representations or warranties as regard to any and all Platforms and/or its services in any way. In addition, any comments or actions of any User are/will not be made on behalf of DataWrk. DataWrk accepts no liability whatsoever as regards the functionality of any Platform(s) provided by them for any form of convenience.
13. Limitation of Liability
In no circumstances shall DataWrk or any of its affiliates be liable to a User for any damages or punitive measures of any kind, including but not limited to legal fees and/or any losses in relation to which legal representation may be sought. Any and all Users hereby acknowledge, accept and agree to this limitation.
In addition to the recognition that DataWrk bears no liability in connection with any relationship between Users, Users hereby releases DataWrk and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from any and all liability arising out of any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute they may have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Consultancy Services provided to Client by Consultant and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Instructions;
15.1 This Clause 15 discusses User’s agreement to pay for any costs or losses DataWrk has as a result of a claim brought against us related to their use of the Services and/or their illegal or harmful conduct, as detailed below;
15.2 User shall and hereby accepts to indemnify, defend, and hold harmless DataWrk and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Services by User or User’s agents, including any payment obligations or default (described above (Non-Payment)) incurred through use of the Services; (b) any Work Product or User Content developed, provided, or otherwise related to their use of the Services; (c) any Agreement and/or Order Forms entered into by User or User’s agents, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of DataWrk as an employer or joint employer of Consultant; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the T&Cs by User or User’s agents; (e) failure to comply with applicable law; (f) negligence, wilful misconduct, or fraud by User or User’s agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by User or User’s agents. For the purpose of this Clause 15, reference(s) to User’s agent includes any person who has apparent authority to act on User’s behalf in any way or benefit in any way from the Services or in the course of the Services;.
15.3 User hereby accepts to indemnify DataWrk for any theft and/or breach of data as a consequence of its use of the Services, dealings with other Users and/or DataWrk, whether by way of Connecting or otherwise;
15.4 User shall not act in any way which might cause Loss and or damage to other User(s) and or DataWrk and hereby accepts full liability in respect of any Losses or damage caused to other Users and/or DataWrk as a consequence of their acts and/or omissions;
15.5 “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by User or a third party or other User against an Indemnified Party;
15.6 “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against User or a third party or other User.
15.7 Save as for the Consultant Fees, both Parties’ obligations shall terminate at the End Date (specified in the respective Order Form(s)). Unless otherwise agreed, any and all work carried out by Consultant (and requested by Client) thereafter shall automatically incur fees at the same rate as the Consultant Fees specified in the most recent Order Form, provided that this is made known to DataWrk. In the event that such additional work is required by Client, both Client and Consultant shall be subject to DataWrk’s T&Cs, their respective Agreement(s) and Fees arising therefrom.
15.8 Moreover, Client’s payment of the Consultant Fees or 5 business days following the End Date, whichever the earliest, shall constitute Client’s irrevocable and unconditional acceptance of the completion and delivery of the Consultancy Services (including any and all Work Products, Project work, etc.), after which Client waives, to the fullest extent permitted by law, any and all liability on Consultant’s part under the Agreement.
16. Agreement Term and Termination
16.1 Unless expressly agreed between DataWrk and User in writing, each party may terminate their Agreement at their sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Agreement as well, except as otherwise provided herein. Users may provide written notice to firstname.lastname@example.org;
16.2 In the event that User properly terminates their Agreement with DataWrk and/or obligations thereunder including but not limited to the Projects specified in the Order Forms, their right to use any and all of the Platforms in relation to Connecting and the Services shall be automatically revoked, and their Profile will be closed without any notice given by DataWrk;
16.3 User understands, acknowledges and agrees that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Agreement and/or Order Form(s) entered into between Users. If User attempts to terminate this Agreement while having one or more open Projects, User agrees to and acknowledge that:
- they instruct DataWrk to close any open contracts;
- they will continue to be bound by these T&Cs as well as their Agreement with DataWrk Service until all such Projects have been closed and acknowledged as such by DataWrk;
- DataWrk will continue to perform the Services necessary to complete any open Project or related transaction between User and any other Users; and (d) User will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Agreements and/or Order Form(s), whichever is the later, to DataWrk for Services or such other amounts owed under the T&Cs and to any Consultants for any Consultant Services.
16.4 Without limiting DataWrk’s other rights or remedies, DataWrk may, but are not obligated to, temporarily or indefinitely deny, revoke and/or limit User’s access to any Platform in relation to the Services, or permanently revoke their access to such platform and refuse to provide any or all Services to User if:
- they breach the letter or spirit of any clause contained in these T&Cs or any provisions of the Agreement;
- DataWrk suspects or become aware that User has provided false or misleading information to them; or
- We, DataWrk, believe, in our sole discretion, that User’s actions may cause legal liability for themselves, other Users, or DataWrk or its persons/staff; may be contrary to the interests of the User community; or may involve illicit or illegal activity.
16.5 If DataWrk decides to close User’s Profile or terminate any Agreement with User, DataWrk has the right (where allowed by law but not by obligation) to contact other Users that have entered into an Agreement and/or Order Form(s) with User, to inform them of this and the reasons for the same. However, copies of any and all communications should be documented and sent to DataWrk at email@example.com.
16.6 User hereby agrees that DataWrk has and will have no liability arising from or in relation to any consequences of any kind outlined in clause 16.
After this relationship between DataWrk and User terminates, the terms of these T&Cs and the other Agreements that expressly or by their nature contemplate performance after this relationship terminates or expires will survive and continue in full force and effect. Without limiting any other provisions of these T&Cs, the termination of this relationship for any reason will not release you or DataWrk from any obligations incurred prior to termination of this relationship or that thereafter may accrue in respect of any act or omission prior to such termination.
18. Disputes between User and DataWrk:
If a dispute arises between User and DataWrk, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless User opts out as provided below, User and DataWrk agree to resolve any claim, dispute, or controversy that arises out of or relates to these T&Cs as well as Agreement(s), User’s, relationship with DataWrk (including without limitation any claimed employment with DataWrk or one of DataWrk’s Affiliates or successors), the termination of User’s relationship with DataWrk, or the Services (each, a “Claim”).
19. Assignability of Contracts for Services/Agreements
User may not assign any of their rights under the terms of these T&Cs, their respective Agreement with DataWrk (including Orders Form(s)), or any of their rights or obligations hereunder, without DatarWrk’s prior written consent in the form of a written instrument signed by a duly authorized representative of DataWrk. DataWrk may freely assign Agreements without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void.
20. Freedom of Contract
The Parties warrant that they accept that DataWrk is free to contract with other Consultant(s) on any terms that it thinks fit and in accordance with its commercial practice.
If and to the extent any provision of these T&Cs and Agreement with DataWrk are held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
22. Force Majeure
The parties to these T&Cs and Agreement with DataWrk will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
23. Prevailing Language
The English language version of these T&Cs and Agreement will be controlling in all respects and shall prevail in case of any inconsistencies with translated versions.
24. Data Protection
24.1 User(s) shall comply with Data Protection Laws and its obligations under these Terms and Conditions, as well as their respective Agreements with DataWrk.
24.2 User’s obligations shall remain in force so long as User remains in possession of any Protected Data, and the provisions under these Terms and Conditions relating to security, confidentiality, indemnity and the return and deletion of Protected Data shall survive any termination of this Agreement.
24.3 In each Agreement with DataWrk, User’s obligations are outlined in full.
25. Anti Bribery & Corruption
25.1 User shall:
- comply with all applicable laws, statutes, regulations and codes relating to anti- bribery and anti-corruption including but not limited to the Bribery Act 2010; including, but not limited to their relations between the Parties;
- have and maintain in place throughout the term of this Agreement adequate procedures to ensure compliance with anti- bribery and/or anti-corruption policies, and enforce such procedures where appropriate;
- immediately report in writing to DataWrk should another User and/or any other person/entity compensate or attempt to compensate you in any way without DataWrk knowing;
All notices which are required to be given hereunder (and/or in accordance with User’s Agreement) shall be in writing and shall be, unless otherwise stated, sent to the registered office (or known correspondence address) of the party upon which the notice is to be served;
Any notice sent by email will be deemed to have been delivered within 24 hours.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
User acknowledges that, in entering into this Agreement, they have not relied upon or expect any representations by DataWrk, neither made before these Terms and Conditions nor the execution of their respective Agreement with DataWrk, other than those expressly set out in these Terms and Conditions.
28. UK (GDPR) 2021
28.1 DataWrk wholly acknowledges its role as a data processor and, as such, is subject to and compliant with the UK General Data Processing Regulation (GDPR) (2021);
28.2 DataWrk hereby confirms that it has taken all steps to ensure its staff personnel are knowledgeable as their obligations under the Regulation
29. Governing Law
These T&Cs, together with any and all Agreements entered into by DataWrk, are governed by the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of these T&Cs and/or contingent Agreements shall be subject to the exclusive jurisdiction of England and Wales.