TERMS AND CONDITIONS FOR SERVICE PROVIDERS (NEGOTIATION COACHING AND TRAINING)
Last Update: May 18th 2019
These terms and conditions (“Terms and Conditions”) contain information about She Wins Limited (defined below as "She Wins” and also referred to hereinafter as “we”, “us”, “our” or “ours”, as the context requires) and form a legal agreement between you and us for the use of the website and our online courses. Please read this document carefully and review it regularly as we may update and amend these Terms and Conditions from time to time without prior notice.
HOW THE SERVICE WORKS
She Wins provides a Website that connects customers (“you” or “Customer”), with Coaches and Trainers (or “Service Providers”) that are willing to support you on your way to negotiate on your value on your own behalf.
You connect with Service Providers by selecting one of them on our website and paying for coaching and training packages with them.
She Wins takes a service fee from Service Providers (which is deducted from such payment) for: (i) introducing the parties; (ii) vetting and maintaining a network of reputable and competent Service Providers; and (iii) providing online courses and community service that accompany each package. This service fee is taken at the same time payment is made to a Service Provider. She Wins does not accept cash payments.
You are not an employee of She Wins nor is She Wins a contracting agency. She Wins operates purely as a facilitator of the service transaction between the Service Provider and the Customer by operating the Website and the She Wins tools.
No contract exists between you and She Wins for the provision of services. She Wins has no control over the conduct of Customers nor the satisfactory completion of a service which is solely determined between the parties.
You acknowledge that when you accept a service (package or session) you will be entering into a direct contract with the Customer. The terms of the contract entered into are set out below. However, the Service Provider and Customer are free to alter or modify such terms as they wish by mutual, express agreement. She Wins and is not a party to agreements entered into between you and the Customer.
It is a condition of use of She Wins tools that you acknowledge you have complete control over your own conduct and the outcome of the services and She Wins disclaims all liability in this regard.
In this Agreement, the following terms shall have the following meanings prescribed to them:
“Applicable Data Protection Laws” means (i) until 24 May 2018, the Data Protection Act 1998, or (ii) from 25 May 2018 onwards, Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and any act of the UK parliament which brings this into force.
“Additional Session” means sessions in additional coaching and training packages booked and paid for on the Website or through other She Wins tools.
“She Wins” means She Wins Limited, a company incorporated in England and Wales (Company number 11951816) of 20-22 Wenlock Road, London, England, N1 7GU.
“Website” means any website or other interface which is:
owned by She Wins (including but not limited to www.shewins.co);
operated on a white label basis by She Wins; or
powered or maintained by She Wins,
“Dispute” means a disagreement between you and a Service Provider.
“FUTURE session” means any session booked that is scheduled for a future date.
“Services” package, any additional sessions or other services requested by Customer on She Wins Website or any other interfaces.
“Introduction to a Customer” means any form of information exchange that lead for you to get introduced to a Customer or get their contact information. It can be via website, email, text, phone, other tools we use or in person.
“Package” means the collection of online training and/or coaching sessions requested by Customer on the She Wins Website or any other interfaces.
“Session” means 30 or 60 min video call with selected Service provider as part of the Package or Additional Sessions.
“Parties” means collectively you and the Service Provider.
“Payment Service” means any third party payment providers.
“Insurance Policy” a suitable policy(ies) of insurance covering any or all liabilities which may be incurred by you, your employees or subcontractors arising out of or in connection with the services you provide. Such insurance to be maintained at such a level as is stated when going through the registration process to be a Service Provider.
“Service Provider”/”you” means a party who is registered with She Wins for the purpose of being notified of, accepting and performing services that are booked by Customers and performed by you.
“SHE WINS TOOLS” means any website or other interface which is:
owned by She Wins;
operated on a white label basis by She Wins; or
powered or maintained by She Wins,
“Service Fee” means the money that is earned by She Wins deducted from the fee payable by the Customer at the moment of purchasing package or additional sessions.
“Tax” means any and all statutory deductions due as a result of the financial transaction between a Service Provider and a Customer (including, for the avoidance of doubt, corporation tax and/or income tax depending on if you are a sole trader, self-employed Service Provider or a corporate Service Provider).
Defined terms will have the same meaning if they appear in the singular, plural, masculine or feminine or as the context requires.
Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions.
USE OF THE SHE WINS TOOLS
A core purpose of the SHE WINS TOOLS is to enable suitably qualified Service Providers to carry out services which have been booked by Customers on the Website or other interfaces. She Wins tools provided to you by us are not for use by anyone who does not intend to carry out services. You therefore agree that you will not, and you will procure that your employees and subcontractors do not, in any circumstance use the She Wins tools for any purpose other than to accept and carry out services in good faith.
We make no warranty that any part of She Wins tools will operate uninterrupted or error free and we accept no liability for loss or damage caused by any interruption or error in any part of the She Wins tools.
As a Service Provider using the She Wins tools you and your employees and subcontractors:
must be 18 years old or older; and
to provide all vetting information as required by these terms and conditions;
to register for all She Wins and third party tools required by She Wins to perform services of the highest quality
not to authorise others to use your any tools provided by She Wins and you may not assign or transfer your accounts to any other person
to be responsible for keeping any registration details confidential (including your passwords).
We reserve the right to:
refuse to provide access to the She Wins tools to any individual, business or other entity at any time without explanation, consequence or liability; and
remove a service from the Website with no obligation to give advance notice, and She Wins shall not be liable for losses, costs or expenses arising from any such refusal or removal.
are solely responsible for taking appropriate safety precautions in connection with your use of the She Wins tools in respect of yourself, your employees and subcontractors;
assume all risks when using the She Wins tools, including, but not limited to, any risks associated with interacting with other people;
acknowledge that She Wins is not able to guarantee the accuracy of information provided to you by other people and that you should confirm such information to your own satisfaction before you or your employees or subcontractors (if any) engage with them.
You agree not to use the She Wins tools in any unlawful manner and in particular you shall not, and you shall procure that your employees and/or subcontractors shall not:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including rights of privacy and publicity) of others;
publish, post, upload, distribute or disseminate (“Post”) any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material;
Post any material that infringes any patent, trademark, copyright, trade secret or other proprietary right of any person;
cause She Wins tools or any part of it to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the She Wins tools is in any way impaired; or
restrict or inhibit any other user from using and enjoying She Wins tools.
Whilst we take steps to prevent misuse of our systems, we cannot warrant that the She Wins tools will be free of viruses or other malicious code or content and accept no liability for loss or damage caused from the transmission of such content or code.
SETTING UP WITH SHE WINS TOOLS
In order to become Service Provider and being able to provide services you must sign up for all She Wins tools requested by us and follow all guidance on how to use them provided in Coaches guide to She Wins. She Wins takes reasonable steps in screening Service Providers to ensure that they are competent and qualified to undertake the services advertised to Customers.
You warrant that the information you provide to She Wins during the registration process and when using the She Wins tools is true and entirely accurate and She Wins reserves the right to suspend the access to any She Wins tools who does not:
provide such information; or
provides incomplete or out of date information.
She Wins reserves the right, but is not under any obligation, to monitor information that is submitted to the She Wins tools and to remove such information or material that in our sole opinion violates any applicable law, either the letter or spirit of these Terms and Conditions, or upon the request of a third party.
She Wins owns Intellectual Property (IP) over all online courses, community and content provided to Customers via our Website, She Wins tools or any other interfaces owned by She Wins.
She Wins is charging a fee for renting the IP to Service Provider to perform services for Customer. Appropriate fee is deducted from each Customer payment, amount is depending on the service.
She Wins reserves the right to change the fee.
RESPONDING TO BOOKED SERVICES
We will notify you when Customer purchases package, books sessions or request any other services with you, but we are not under any obligation to do so.
We cannot guarantee that you will receive any specific volume of sessions to perform.
You must maintain your accurate availability on She Wins Tools to perform sessions on at any given time.
Any session that is booked through She Wins Tools is automatically considered to be accepted by you unless you agree with Customer to reschedule or with She Wins that you cannot perform given or any services for a given Customer to their highest satisfaction.
You warrant that each performed session will be performed in schedule and agreed time with Customer as ath the highest satisfaction of the Customer.
If a Customer requires Additional Services to be provided these should be booked and paid via She Wins Website or our other tools.
It is your responsibility entirely to ensure the Customer pays for any Additional Services prior booking them with you and they must be pay via the She Wins Website or our other tools.
Notwithstanding any rights Customer may cancel any session by replying to the session confirmation not less than 24 hours prior to the date on which a session is scheduled; and without charge.
This is given under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the Consumer Protection (Distance Selling) Regulations 2000 (or any replacement thereto)
However, you Customer may not cancel any session without being liable for a cancellation fee:
where at their express request, it has already begun; or
where they have not complied with the cancellation provisions in clause 8.1 above.
If Customer cancels any session less than 24 hours prior to the date on which a session is scheduled, they will need to pay the full amount for an additional session to replace the scheduled session.
If they don’t attend scheduled session with they will need to pay for the full amount of an additional session to replace the scheduled session.
You may agree with Customer to cancel or reschedule planned session.
If you cancel or reschedule with less than 24 hours’ notice multiple times, we may terminate access to your She Wins tools and stop using you as a Service Provider.
Customers and Service Providers are encouraged to offer reviews for each other each time a service is completed. You agree to provide a prompt review that is true and fully reflects your experience with the Customer with whom you have engaged. She Wins reserves the right to terminate the Accounts of any Service Provider who:
repeatedly receives poor reviews; or
posts inaccurate or unjust or defamatory reviews; or
has an overall satisfaction rating below that required by She Wins from time to time; or
repeatedly fails to successfully resolve disputes with Customers.
The reviews of Customers and Service Providers may be published on our Website, our social media and She Wins tools and may be viewed and considered by other Customers and Service Providers.
DISPUTES AND DISPUTE RESOLUTION
If the Customer is not satisfied that your services they may initiate a Dispute with you.
Subject to clause 10.5 below, She Wins will not take part in a Dispute other than as a mediator.
In the event of a Dispute the Parties hereby agree to act at all times reasonably and in good faith, to negotiate a settlement and hereby recognise that the responsibility for reaching a mutually agreed settlement lies between them. You acknowledge that She Wins is entitled to provide your details and the details of your insurer to the Customer in order to find a resolution and may provide you with Customers details. You agree to keep any information about a Customer provided to you under the terms of this Agreement confidential and only use it for its proper purpose.
If She Wins has been notified of the Dispute within 2 days, and only if the Parties cannot reach a resolution between themselves (having used all reasonable attempts to do so), the Dispute can be escalated to She Wins by either party and we will offer a recommendation for settlement.
In the event that we contact you in respect of a dispute and receive no response within 48 hours we reserve the right to find in favour of the Customer and withhold any sum due to you in respect of the sessions or Additional services which are the subject of the dispute.
The Parties shall at all times comply with all reasonable requests from She Wins for the supply of information to support She Wins in proposing a resolution to the Dispute. The Parties are under no obligation to accept any recommendation from She Wins, unless agreed in advance.
She Wins reserves the right, at our sole discretion, to terminate the access of a Service Provider to the She Wins tools who it deems is entering into, or is the subject of, an excessive number of Disputes.
LOSS OR DAMAGE ARISING FROM PROVIDING SERVICES
If you are dissatisfied with the She Wins tools, or the terms of these Terms and Conditions, your sole remedy under these Terms and Conditions shall be to discontinue use of the She Wins tools.
Notwithstanding any other provision of these Terms and Conditions, we shall not be liable to you or to any third party acting on your behalf, whether in contract, tort, negligence, statutory duty, misrepresentation or otherwise, for any special, indirect or consequential loss, cost, expense, fine or damage whatsoever arising from or in any way connected with these Terms and Conditions including but not limited to loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where we have been advised of the possibility of such loss or damage). Without limiting the foregoing, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.
Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into these Terms and Conditions by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.
Each of the provisions of this clause 11 shall be construed separately and independently of the others.
All services on the Website are purchased for pre-determined prices. The price includes She Wins’s Service Fee, which is a percentage of the price of the Job or a fixed amount and may vary from time to time at She Wins’s sole discretion. The price displayed in the She Wins tools is net of the She Wins Service Fee and inclusive of VAT or any other fees payable by the Service Provider.
She Wins accepts no liability for any Additional Payments that are not authorised via the Website.
You shall under no circumstances provide service to Customer that you got introduced via She Wins unless they first paid for the services through She Wins website, She Wins Tools or other interfaces ran or owned by us.
Service Providers shall be paid at the end of every month for the services they provided given month, direct into the nominated bank account.
If required by law, you will be required to obtain and maintain a suitable Insurance Policy for service you provide to the Customers.
Each Insurance Policy must be maintained with a reputable insurance company and you must comply with all of the requirements of such insurer and not undertake any act or omission which vitiates or prejudices (or which is reasonably likely to vitiate or prejudice) your rights under any Insurance Policy and/or to the monies payable under any Insurance Policy.
STATUS AND TAX
As a Service Provider, you acknowledge and agree that you are an independent sole-trader or corporate Service Provider and are not engaged as an employee, contractor or agent of She Wins and you remain solely responsible for:
your own Tax, VAT and employment affairs (and that required to be paid for your employees and subcontractors (where applicable)); and
the quality and outcome of the work and performance of all services provided to Customers,
and you will indemnify and hold She Wins entirely harmless from any claims from (i) HMRC or any other statutory body, or (ii) your employees or subcontractors, arising from a breach of the above.
You agree not to accept or solicit any work from Customers you have previously worked for through She Wins where such work is covered by, and able to be booked via the Website or any other She Wins interfaces. You further agree that upon performing of services, shall not make any further contact with the relevant Customer unless expressly authorised by us in writing.
In the event you or any of your employees or subcontractors do accept and undertake work from a Customer outside of the She Wins tools without expressly authorised by us in writing:
You will be obligated to pay us up to £10,000 Customer acquisition fee
She Wins reserves the right to terminate your access to the She Wins tools;
She Wins will not be able to mediate on any disputes in respect thereof; and
You will not benefit from the protection offered via this Agreement in respect thereof.
If you engage with another Customer or Service Provider who you feel has acted in an inappropriate way towards you, including but not limited to offensive, violent or sexually inappropriate behaviour you should immediately make a report to the appropriate authorities and then to She Wins at hello@SheWins.co quoting the name and details of a given event. Your report may cause us to investigate such behaviour but we are not obligated to take action beyond that which is required by law, and we will not incur any additional liability or expense.
You shall, and you shall procure that your employees and subcontractors shall, treat any and all Confidential Information received or accessed by you as strictly confidential and not, at any time, share or otherwise disclose to any person any such Confidential Information (except as permitted by clause 17). You acknowledge and agree that you are:
only recipients of any such Confidential Information and are only allowed to access such Confidential Information; and
not permitted to do anything to any personal data contained in such Confidential Information which constitutes processing of personal data (as defined in the Applicable Data Protection Laws).
You agree that you shall, and you shall procure that your employees and subcontractors shall:
at all times only use such Confidential Information for the purposes of (a) performing your obligations hereunder, and (b) in respect of any Confidential Information relating to Customers and/or Premises, contacting the Customer in relation to the particular service for which you were provided with such information, and for no other purpose whatsoever;
not download from or otherwise transfer any Confidential Information outside of the She Wins tools; and
not make any further use of any Confidential Information or make any contact with the Customer beyond the time of completion of the applicable service unless expressly authorised by us in writing.
You may only disclose Confidential Information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
You warrant that you will comply at all times with your obligations under the Applicable Data Protection Laws. You shall indemnify and hold us harmless from and against any and all claims, demands, liabilities, damages, costs and expenses incurred by us arising from or in connection with your breach of this clause 18 and/or Applicable Data Protection Laws or any breach of the same by any third party acting on your behalf.
We reserve the right at all times to terminate or suspend or restrict your access to the She Wins tools without notice for any reason whatsoever.
We may vary the terms of this Agreement from time to time and shall post such alterations on any updated terms provide through the She Wins tools. Your continued use of the She Wins tools after the date such changes have been posted will constitute acceptance of the amended Agreement.
If any term or condition of these Terms and Conditions is held to be illegal or unenforceable, such provision shall be severed and the remainder of these Terms and Conditions shall remain in full force and effect unless the business purpose of these Terms and Conditions is substantially frustrated, in which case it shall terminate without giving rise to further liability.
You may not assign, transfer or subcontract any of your rights hereunder without our prior written consent. We may assign, transfer or sub-contract all or any of our rights at any time without consent.
No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us from acting upon any continuing or subsequent breach or default.
These Terms and Conditions:
constitutes the entire agreement as to its subject matter between us and you; and
supersedes and extinguishes all previous communications, representations (other than fraudulent misrepresentations) and arrangements, whether written or oral.
You acknowledge that you have placed no reliance on any representation made but not set out expressly in these Terms and Conditions.
Any notice to be given under these Terms and Conditions may be given via email, regular mail, or by hand to the address provided through registration or via the She Wins tools.
Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
Notwithstanding any other provision in these Terms and Conditions a person who is not a party hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce the terms of these Terms and Conditions.
These Terms and Conditions shall be subject to the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts.