Terms & Conditions

Legal information about your use of the Toptask platform.

Customer service email:

hello@toptask.co.uk

These terms are a binding Legal Agreement between you and S2DNT UK Limited (trading as Toptask). By proceeding to use Toptask, you are agreeing to be bound by their terms, so please take time to read them carefully and in full before accepting them and using the app. In particular, your attention should be drawn to clauses 4, 5, 10 and 14 of this EULA.

Employers 

IMPORTANT WORDS AND DEFINITIONS 


“S2DNT” means S2DNT UK Limited, a company registered in England and Wales with registration number 09812957. 


“App” means the Toptask app, version 1.0 or later. 


“Documents” means any technical specification of the App’s functionality which may be posted on our website or made available via the App. 


“Student” means an individual who uses the App to accept Assignments. 


“Assignment” means a task or engagement which is listed on the App. 


Where this end-user licence agreement (“EULA”) refers to “you” or “your” means the individual accepting this agreement. 


Compatibility Notice: The App 


The App is designed to work on [Apple/Android] devices with [operating system X or later and/or X quantity of Memory/Ram etc]. 


You should print a copy of this EULA for future reference. 


AGREED TERMS 


1. ACKNOWLEDGEMENTS 


1.1 The terms of this EULA apply to the App including any updates or supplements to the App, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA. 


1.2 We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you next make use of the App. Any such new terms may be displayed on-screen when you next use the App and you may be required to read and accept them to continue your use of the App. 


1.3 Use of the App by you is governed by the terms of this EULA but may also be subject to any rules or policies applied by any appstore provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”). 


1.4 From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms. 


1.5 You will be assumed to have obtained permission from the owners of any mobile telephone or handheld devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App on any such Device, whether or not it is owned by you. 


1.6 The terms of our privacy policy (the “Privacy Policy”) are incorporated into this EULA by reference and apply to your use of the App. Additionally, by using the App, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. 


1.7 By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you. 


1.8 The App will make use of location data sent from your Devices. If you use these Services, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based services and to match you with other users and Assignments in your local area. You may withdraw this consent at any time by turning off your device’s location detection (or ‘GPS’) facility, or by turning off the App. The App does not monitor or gather location data from your device when you are not actively using the App to list or search for Assignments. 


1.9 The App or any Service may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them. 


1.10 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. 


2. GRANT AND SCOPE OF LICENCE 


2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on your Devices, subject to these terms, the Privacy Policy and any applicable Appstore Rules. We reserve all other rights. 


3. LISTING ASSIGNMENTS AND MATCHING 


3.1 You may use the App to seek Students to perform Assignments. 


3.2 When you list an Assignment on the App you will be asked to input information about the type, nature, location and payment of/for that Assignment. Once you provide this, any other requested, information the App will automatically contact Students that may be able to accept and perform that Assignment. 


3.3 If one or more Students automatically contacted as set out in clause 3.2 wishes to accept the Assignment, then you will be provided with a shortlist of potential Students to select from via the App. By selecting one or more of the shortlisted Students you will be agreeing to enter into a binding agreement with them, whereby they are undertaking to perform and you are undertaking to compensate them for performing, the relevant Assignment. The point at which you engage a Student for an Assignment in this fashion is referred to in this EULA as “Task Acceptance”. 


3.4 You accept that Students are not employees of S2DNT and that you will be engaging them as independent private contractors. This means that S2DNT. shall have no liability or responsibility for the quality of a Student’s work and will not be a party to any contract for services that you may enter into with them. 


3.5 While S2DNT may perform background checking in respect of Students, no warranty or undertaking is given that S2DNT will perform such checks. As such, you agree that Students will have sole responsibility for any information which they may provide or upload to the App and that, in the event that any such information is false or misleading, your sole remedy shall be against the relevant Student. 


4. COMMISSION AND PAYMENT 


4.1 When Task Acceptance occurs, the payment due from you to the relevant Student will automatically be collected from you by S2DNT. Payment for the Assignment will not take place until you have rated the relevant Student’s performance of the Assignment in question using the App. 


4.2 If you do not rate a Student’s performance in a timely fashion, S2DNT reserves the right to transfer payment to the relevant Student after 14 days have passed from the date on which the Assignment was due to take place. In such circumstances your decision to refrain from rating a Student’s performance shall be deemed to indicate your satisfaction with their work. 


4.3 If however you do not consider that an Assignment has been completed by a Student satisfactorily or at all, then you should report this to S2DNT using the App’s functionality within 24 hours of the date on which completion of the Assignment was due. 


4.4 In consideration for your use of the App S2DNT will charge you a fee (described herein as a “Commission”) for each Task Acceptance. The basis on which we calculate the value of the Commission is set out on our website. The Commission will be collected automatically on Task Acceptance. 


4.5 Please note the terms of clause 5, as set out below, carefully. S2DNT will not be a party to any dispute between you and a Student about whether a fee, or the return of a fee, is due. 


5. S2DNT NOT A PARTY TO ASSIGNMENT AGREEMENTS 


5.1 You accept that any agreement which you may reach with a Student using the App shall be a private contract between you and that Student. S2DNT shall not be responsible for, nor a party to, such agreements and the responsibility for settling any disputes arising from any such agreements shall be solely yours. 


5.2 Accordingly, you release S2DNT from all liability for claims, liabilities and losses arising from the type of agreements described in clause 5.1, and agree that S2DNT shall have no liability for, or in relation to, any dispute which may arise between you and any other user for any reason. 


6. LICENCE RESTRICTIONS 


Except as expressly set out in this EULA or as specifically permitted by any local law, you agree: 


(a) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security; 


(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or 

modify the App; 


(c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs; 


(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities: 


(i) is used only for the purpose of achieving inter-operability of 

the App with another software program; 


(ii) is not unnecessarily disclosed or communicated without our 

prior written consent to any third party; and 


(iii) is not used to create any software that is substantially similar 

to the App; 


(e) to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App; 


(f) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and 


(g) to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or any Service (“Technology”), 

together the “Licence Restrictions”. 


7. ACCEPTABLE USE RESTRICTIONS 


You must: 


(a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system; 


(b) not use the App to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is or which would be unlawful, without limitation this clause shall prohibit you from making use of the App for facilitating any kind of sexual contact between users or others; 


(c) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service[, including the submission of any material] (to the extent that such use is not licensed by this EULA); 


(d) not transmit any material that is defamatory, offensive or otherwise 

objectionable in relation to your use of the App or any Service; 


(e) not upload to the App any data, material or information which is false 

or misleading in any way; 


(f) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and 


(g) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service. 

together Acceptable Use Restrictions. 


8. INTELLECTUAL PROPERTY RIGHTS 


8.1 You acknowledge that all intellectual property rights in the App, the Documents and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use it in accordance with the terms of this EULA. 


8.2 You warrant that you have all necessary rights to upload and use any material which you may enter into or upload to the App (or the servers which underpin its use) and to grant S2DNT all necessary rights to use the same for such purposes as it may see fit. You further warrant and undertake to indemnify and hold harmless S2DNT from any breach by you of this clause 8.2. 


8.3 You acknowledge that you have no right to have access to the App in 

source-code form. 


9. WARRANTY 


9.1 We warrant that: 


(a) the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and 


(b) that the Documents correctly describe the operation of the App in all 

material respects, 


for a period of 7 from the date on which the App is downloaded or streamed to your Device. 


9.2 The warranty does not apply: 


(a) if the defect or fault in the App or any Service results from you having 

altered or modified the App; 


(b) if the defect or fault in the App results from you having used the App 

in breach of the terms of this EULA; and 


(c) if you breach any of the Licence Restrictions or the Acceptable Use 

Restrictions. 


9.3 This warranty is in addition to your legal rights in relation to software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. 


9.4 S2DNT makes no warranty that the App will be available at all times, or that provision of it will be uninterrupted or error free. Save for as expressly set out in these terms, no implied warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, shall apply to the App. 


10. LIMITATION OF LIABILITY 


10.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Documents meet your requirements. 


10.2 We only supply the App and Documents for domestic and private use. You agree not to use the App and Documents for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 


10.3 We shall only be responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 10.4, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA. 


10.4 Our maximum aggregate liability under or in connection with this EULA and your use of the App whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total value of Commission collected by S2DNT from you in the 12 month period preceding the event in respect of which your entitlement to such a sum became due. This does not apply to the types of loss set out in condition 10.5. 


10.5 Nothing in this EULA shall limit or exclude our liability for: 


(a) death or personal injury resulting from our negligence; 


(b) fraud or fraudulent misrepresentation; and 


(c) any other liability that cannot be excluded or limited by English law. 


11. TERMINATION 


11.1 We may terminate this EULA immediately by written notice to you: 


(a) if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; 


(b) if you breach any of the Licence Restrictions or the Acceptable Use 

Restrictions; and 


(c) if S2DNT has any reason to suspect that your use of the App is unlawful, or that it would bring S2DNT and/or other users or the App into disrepute. 


11.2 On termination for any reason: 


(a) all rights granted to you under this EULA shall cease; 


(b) you must immediately cease all activities authorised by this EULA, 

including your use of any Services; and 


(c) you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Documents then in your possession, custody or control and certify to us that you have done so. 


11.3 In addition to its rights set out above S2DNT shall have the right to suspend your use of the Service immediately if it has any reason to suspect that you have breached the terms of this EULA or otherwise acted to bring its reputation into disrepute. 


12. COMMUNICATION BETWEEN US 


12.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail at [hello@toptask.co.uk]. 


12.2 If we have to contact you or give you notice in writing, we will do so by e-mail, via the App, or by pre-paid post to any the address you provide to us in your request for the App. 


13. EVENTS OUTSIDE OUR CONTROL 


13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each an “Event Outside Our Control”). 


13.2 If an Event Outside Our Control takes place that affects the performance of 

our obligations under this EULA: 


(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and 


(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control. 


14. INDEMNITY 


14.1 You undertake to indemnify and hold S2DNT harmless in respect of all costs, charges, damages or losses which it may suffer in relation to your use of the App, including in relation to (a) any content which you may upload to the App or any interaction you may have with any other user of the App, (b) any tax implication for which S2DNT may become liable as a result of your use of the App, and (c) any classification of you as an employee of S2DNT (or similar) by any tax authority or employment tribunal. 


15. OTHER IMPORTANT TERMS 


15.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. 


15.2 You may only transfer your rights or obligations under this EULA to another 

person if we agree in writing. 


15.3 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 


15.4 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 


15.5 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. 10 


IMPORTANT WORDS AND DEFINITIONS 


“S2DNT” means S2DNT UK Limited, a company registered in England and Wales with registration number 09812957. 


“App” means the Toptask app, version 1.0 or later. 


“Documents” means any technical specification of the App’s functionality which may be posted on our website or made available via the App. 


“Assignor” means an individual who uses the App to list Assignments which Students may wish to perform. 


“Assignment” means a task or engagement which is listed on the App. 


Where this end-user licence agreement (“EULA”) refers to “you” or “your” means the individual accepting this agreement. 


Compatibility Notice: The App 


The App is designed to work on [Apple/Android] devices with [operating system X or later and/or X quantity of Memory/Ram etc]. 


You should print a copy of this EULA for future reference. 


AGREED TERMS 


1. ACKNOWLEDGEMENTS 


1.1 The terms of this EULA apply to the App including any updates or supplements to the App, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA.

 

1.2 We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you next make use of the App. Any such new terms may be displayed on-screen when you next use the App and you may be required to read and accept them to continue your use of the App. 


1.3 Use of the App by you is governed by the terms of this EULA but may also be subject to any rules or policies applied by any appstore provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”). 


1.4 From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms. 


1.5 You will be assumed to have obtained permission from the owners of any mobile telephone or handheld devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App on any such Device, whether or not it is owned by you. 


1.6 The terms of our privacy policy (the “Privacy Policy”) are incorporated into this EULA by reference and apply to your use of the App. Additionally, by using the App, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. 


1.7 By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you. 


1.8 The App will make use of location data sent from your Devices. If you use these Services, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based services and to match you with other users and Assignments in your local area. You may withdraw this consent at any time by turning off your device’s location detection (or ‘GPS’) facility, or by turning off the App. The App does not monitor or gather location data from your device when you are not actively using the App to list or search for Assignments. 


1.9 The App or any Service may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them. 


1.10 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. 


2. GRANT AND SCOPE OF LICENCE 


2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on your Devices, subject to these terms, the Privacy Policy and any applicable Appstore Rules. We reserve all other rights. 


3. ACCEPTING ASSIGNMENTS 


3.1 From time to time you may be offered the opportunity to accept Assignments using the App. Where this occurs it means that an Assignor has listed an Assignment in your local area of a type in respect of which you have registered an interest. If you wish to be considered by the Assignor in respect of such an Assignment, you may indicate this using the App’s functionality. 


3.2 By indicating that you wish to be considered by an Assignor in respect of a particular Assignment, as described in clause 3.1, you are making an offer to enter into a binding contract to perform that Assignment on the relevant date for the fee offered. 


3.3 If, after considering all expressions of interest received from Students, the relevant Assignor accepts your offer to enter into a contract for the Assignment with you, then you will be notified and will have entered into a binding legal agreement, whereby you are undertaking to perform and they are undertaking to compensate you for performing the relevant Assignment. The point at which you are engaged for an Assignment in this fashion is referred to in this EULA as “Task Acceptance”. 


3.4 When you perform Assignments you will be doing so as an independent contractor and not as an employee of S2DNT. This means that S2DNT shall have no liability or responsibility for the quality of your work and will not be a party to any contract for services that you may enter into with Assignors. If there is any dispute as to the quality of your work, or if you cause any loss or damage to an Assignor, you will be personally liable for it and S2DNT shall not be a party to, or provide any assistance in relation to, any related dispute. 


3.5 You may be liable to pay tax on any payments that you may receive for the performance of Assignments. This is your personal responsibility and you agree that S2DNT shall have no responsibility or liability to you in respect of such payments. S2DNT reserves the right to disclose details of any and all Assignments performed by you, and of any fees in respect of such Assignments which may have been paid to you, to relevant tax collection authorities on their request. 


4. PAYMENT FOR ASSIGNMENTS 


4.1 The fee payable to you for an Assignment (the “Assignment Fee”) will be listed on the App at the point at which you are able to accept offers to complete Assignments (as described in clause 3.1). 


4.2 The Assignment Fee will be collected from the Assignor by S2DNT at the time that a contract between you and that Assignor is formed. However, the Assignment Fee will not be released to you until the Assignor is satisfied that the relevant Assignment has been completed. As such, you accept that there may be a delay of up to 31 days between the date on which an Assignment takes place and the date on which you receive the Assignment Fee. 


4.3 If an Assignor is not satisfied with your performance of an Assignment then the Assignment Fee will be returned to them by S2DNT and any further dispute between you and them will be your individual responsibility. 


5. S2DNT NOT A PARTY TO ASSIGNMENT AGREEMENTS 


5.1 You accept that any agreement which you may reach with an Assignor using the App shall be a private contract between you and that Assignor. S2DNT shall not be responsible for, nor a party to, such agreements and the responsibility for settling any disputes arising from any such agreements shall be solely yours. 


5.2 Accordingly, you release S2DNT from all liability for claims, liabilities and losses arising from the type of agreements described in clause 5.1, and agree that S2DNT shall have no liability for, or in relation to, any dispute which may arise between you and any other user for any reason. 


6. LICENCE RESTRICTIONS 


Except as expressly set out in this EULA or as specifically permitted by any local law, you agree: 


(a) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security; 


(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or 

modify the App; 


(c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs; 


(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities: 


(i) is used only for the purpose of achieving inter-operability of 

the App with another software program; 


(ii) is not unnecessarily disclosed or communicated without our 

prior written consent to any third party; and 


(iii) is not used to create any software that is substantially similar 

to the App; 


(e) to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App; 


(f) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and 


(g) to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or any Service (“Technology”), 

together the “Licence Restrictions”. 


7. ACCEPTABLE USE RESTRICTIONS 


You must: 


(a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system; 


(b) not use the App to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is or which would be unlawful, without limitation this clause shall prohibit you from making use of the App for facilitating any kind of sexual contact between users or others; 


(c) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA); 


(d) not transmit any material that is defamatory, offensive or otherwise 

objectionable in relation to your use of the App or any Service; 


(e) not upload to the App any data, material or information which is false 

or misleading in any way; 


(f) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and 


(g) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service. 

together Acceptable Use Restrictions. 


8. INTELLECTUAL PROPERTY RIGHTS 


8.1 You acknowledge that all intellectual property rights in the App, the Documents and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use it in accordance with the terms of this EULA. 


8.2 You warrant that you have all necessary rights to upload and use any material which you may enter into or upload to the App (or the servers which underpin its use) and to grant S2DNT all necessary rights to use the same for such purposes as it may see fit. You further warrant and undertake to indemnify and hold harmless S2DNT from any breach by you of this clause 8.2. 


8.3 You acknowledge that you have no right to have access to the App in 

source-code form. 


9. WARRANTY 


9.1 We warrant that: 


(a) the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and 


(b) that the Documents correctly describe the operation of the App in all 

material respects, for a period of 7 from the date on which the App is downloaded or streamed to the Device 


9.2 The warranty does not apply: 


(a) if the defect or fault in the App or any Service results from you having 

altered or modified the App; 


(b) if the defect or fault in the App results from you having used the App 

in breach of the terms of this EULA; and 


(c) if you breach any of the Licence Restrictions or the Acceptable Use 

Restrictions. 


9.3 This warranty is in addition to your legal rights in relation to software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. 


9.4 S2DNT makes no warranty that the App will be available at all times, or that provision of it will be uninterrupted or error free. Save for as expressly set out in these terms, no implied warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, shall apply to the App. 


10. LIMITATION OF LIABILITY 


10.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Documents meet your requirements. 


10.2 We only supply the App and Documents for domestic and private use. You agree not to use the App and Documents for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 


10.3 We shall only be responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 7.4, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA. 


10.4 Our maximum aggregate liability under or in connection with this EULA and your use of the App whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total value of Assignment Fees paid to you by Assignors in the 12 month period preceding the event in respect of which your entitlement to such a sum became due. This does not apply to the types of loss set out in condition 7.5. 


10.5 Nothing in this EULA shall limit or exclude our liability for: 


(a) death or personal injury resulting from our negligence; 


(b) fraud or fraudulent misrepresentation; and 


(c) any other liability that cannot be excluded or limited by English law. 


11. TERMINATION 


11.1 We may terminate this EULA immediately by written notice to you: 


(a) if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; 


(b) if you breach any of the Licence Restrictions or the Acceptable Use 

Restrictions; and 


(c) if S2DNT has any reason to suspect that your use of the App is unlawful, or that it would bring S2DNT and/or other users or the App into disrepute. 


11.2 On termination for any reason: 


(a) all rights granted to you under this EULA shall cease; 


(b) you must immediately cease all activities authorised by this EULA, 

including your use of any Services; and 


(c) you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Documents then in your possession, custody or control and certify to us that you have done so. 


11.3 In addition to its rights set out above S2DNT shall have the right to suspend your use of the Service immediately if it has any reason to suspect that you have breached the terms of this EULA or otherwise acted to bring its reputation into disrepute. 


12. COMMUNICATION BETWEEN US 


12.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail at [hello@toptask.co.uk]. 


12.2 If we have to contact you or give you notice in writing, we will do so by e-mail, via the App, or by pre-paid post to any the address you provide to us in your request for the App. 


13. EVENTS OUTSIDE OUR CONTROL 


13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each an “Event Outside Our Control”). 


13.2 If an Event Outside Our Control takes place that affects the performance of 

our obligations under this EULA: 


(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and 


(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control. 


14. INDEMNITY 


14.1 You undertake to indemnify and hold S2DNT harmless in respect of all costs, charges, damages or losses which it may suffer in relation to your use of the App, including in relation to (a) any content which you may upload to the App or any interaction you may have with any other user of the App, (b) any tax implication for which S2DNT may become liable as a result of your use of the App, and (c) any classification of you as an employee of S2DNT (or similar) by any tax authority or employment tribunal. 


15. OTHER IMPORTANT TERMS 


15.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. 


15.2 You may only transfer your rights or obligations under this EULA to another 

person if we agree in writing. 


15.3 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 


15.4 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 


15.5 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. 10