Terms & Conditions
These terms and conditions were created on 2nd of May 2008
We are MinuteBox Limited (Registered Number 06042501) and our registered office is at 21 Park Central Building, Fairfield Road, London E3 2US.
All references in these terms and conditions to "we", "our" and "us" refer to MinuteBox Limited.
The "Site" refers to our website at http://www.minutebox.com
"You" refers to any registered user of the Site whether as an MSeller or MBuyer (as defined below).
These terms and conditions (also known as "Terms and Conditions") set out the terms of agreement between you and us governing your use of the Site.
We may make changes to the Terms and Conditions at any time. If these Terms are changed, we will publish details of the amendments on the Site or require you to agree to any amended Terms and Conditions. By continuing to use the Site, you agree to be bound by these Terms and Conditions as amended. If you do not agree to any of the amendments to the Terms and Conditions, please do not continue to use the Site.
1. What is is MinuteBox?
1.1 MinuteBox is a platform where buyers who register with us ("MBuyers") are able to buy certain advisory services ("Bespoke Services" and "Buy Me Now Services", together the "Services" as more particularly defined in paragraph 3) from sellers registered on the Site ("MSellers") . We do not ourselves, offer to buy or sell or auction Services directly to you. Please bear in mind that we are only a facilitator or a conduit for MSellers and MBuyers to buy and sell Services amongst themselves. We are unable to ensure that MBuyers or MSellers complete any transaction.
2. Registration and Password
2.1 In order to obtain or sell Services, you will need to register either as a MSeller or MBuyer. Please refer to our privacy policy (at http://www.minutebox.com/privacy) for details on how we use your personal information including your rights in respect of your personal information.
2.2 In order to register on the Site, you must be above the age of 18. If you are under 18 you
may not offer to sell or buy Services.
You will select your own username and password when you login. You may change your
password at anytime. If you forget your password, we will send you a randomly generated
password to your e-mail address. You can then use this random password to log-in into
your account with the option to change this.
2.3 You are solely responsible for all use of and for protecting the confidentiality of your username and password. You may not share these with any third parties. You agree not to allow anyone else to access the Services using your username and password.
3. Buying Services – Applicable to MBuyers
The Site makes available two types of Services which consist of:
(i) bespoke services which are to be delivered on terms agreed between the MSeller and MBuyer ("Bespoke Services") following a bidding process between a MSeller and a MBuyer; and
(ii) services which are Services offered by a MSeller on a real time basis to MBuyers ("Buy Me Now Services").
3.1 Bespoke Services
(a) Post a Request
As a MBuyer, the first step to buying Bespoke Services is to post a request on the Site
("Request") which will allow MSellers to view and bid for the Services which you
require.
When you post your Request, you will include all the information required by our Site
including but not limited to:
(I) skills or qualifications which an MSeller will need to possess;
(II) description of the Bespoke Services required;
(III) the technical means of receiving the Bespoke Services, whether by chat (text chat, audio chat and video chat) or e-mail;
(IV) timing of each session of the Services; and
(V) maximum you are prepared to pay for the Services.
You acknowledge that by listing a Request, this will constitute an invitation for MSellers to bid for the Bespoke Services set out in your Request. If a MSeller submits a bid following the posting of your Request, this will be an offer by them to supply the Bespoke Services to you on the terms set out in their bid.
As a MBuyer, it is your responsibility to ensure that all information which you supply when you post your Request is true, accurate and complete. We will not be responsible for any errors or omissions in information which you supply on the Site.
(b) Choose an MSeller and formation of a contract
MSellers may bid to provide you with a Bespoke Service for as long as your Request is listed on the Site ("Bid"). As a MBuyer, you may select a MSeller from any of the Bids after considering the price, experience of the MSeller, his qualifications and timing and time slots in relation to the Bespoke Service to be provided.
To select a MSeller, the MBuyer will need to agree a time and date to receive the Service with the MSeller and click on the "Confirm Bid" button. A contract will be formed between a MBuyer and the MSeller once the MBuyer clicks the "Confirm Bid" button.(c) Delivery of the Bespoke Service
The MBuyer will be able to receive the Bespoke Service via a video, text or audio chat application or e-mail correspondence at a pre-agreed time.
(d) Payment for the Services
Once the MBuyer confirms the Bid, payment for the Bespoke Service will be reserved from the MBuyer's MWallet (see paragraph 5 below). If there is insufficient payment in the MBuyer’s MWallet to pay for the Bespoke Service as required by the MSeller, the MBuyer will be required to deposit additional payment into the MWallet prior to commencement of delivery of the Bespoke Service.
Monies will be deducted from the MBuyer’s MWallet on a real time basis if the whilst the MSeller delivers the Bespoke Service via chat (whether text chat, audio chat or video chat).
If the Bespoke Service is to be delivered via e-mail by the MSeller to the MBuyer at a pre-agreed time, monies will be deducted from the MBuyer’s MWallet once the MBuyer confirms that the Service has been delivered.
In the event that the MBuyer does not confirm receipt of the Services following delivery by the MSeller, monies will still be deducted from the MBuyer’s MWallet one working day following delivery of the Service.
Please see paragraph 5 below on details of how monies will be transferred between a MBuyer and a MSeller.
(e) Cancellation of a chat Service
If during a pre-scheduled chat session, the Mseller fails to log onto the Site or MBuyer is unsatisfied with the level of Service provided by the MSeller, the MBuyer may terminate a session and obtain a refund for unused monies deposited in its MWallet (see paragraph 5 below).
3.2 Buy Me NowService
If you require a Service immediately, you can purchase a Buy Me Now Service from MSellers who are logged onto and are active the Site at any one time on a real time basis through text, audio or video chat.
(a) Purchasing a Buy Me Now Service
You may either:
(i) search or browse the Site for MSellers who are logged onto the Site at any one time who offer a "Buy Me Now" Service; or
(ii) post a request on the Site setting out:
(I) skills or qualifications which an MSeller will need to possess;
(II) description of the Services required;
(III) the technical means of receiving the Services, whether by text chat, audio chat or video chat;
for MSellers offering a "Buy Me Now" chat Service to respond to ("Buy Me Now Request"). A MBuyer will then be able to select an MSeller from the list of responses received.
Similar to Bespoke Services, you acknowledge that by listing a Buy Me Now Request, this will constitute an invitation for MSellers to supply you a Buy Me Now Service. If a MSeller initiates contact with a MBuyer who has listed a Buy Me Now Request, this will be an offer by them to supply you with a Buy Me Now Service.
As a MBuyer, it is your responsibility to ensure that all information which you supply when you post your Buy Me Now Request is true, accurate and complete. We will not be responsible for any errors or omissions in information which you supply on the Site.
A contract will be formed between a MBuyer and MSeller once the MBuyer enters into a chat session with a MSeller.
(b) Payment for a Buy Me Now Service
Monies will be deducted from the MBuyer's MWallet on a real time basis whilst the Buy Me Now Service is being delivered at the hourly rate specified by the MSeller.
Once the MBuyer's MWallet is depleted of monies, the MBuyer will receive a prompt to deposit more monies into the MWallet from the Site. The MSeller and MBuyer will be able to re-commence the Buy Me Now Service until the monies in the MWallet are depleted whereby the MBuyer will receive another prompt to deposit more money into the MWallet. This will continue until the MBuyer discontinues receipt of the Buy Me Now Service.
(c) Cancellation
If during a chat session, the MSeller fails to log onto the Site or MBuyer is unsatisfied with the level of Buy Me Now Service provided by the MSeller, the MBuyer may terminate a session and obtain a refund for unused monies deposited in the MWallet (see paragraph 5 below).
4. Selling Services- applicable to MSellers
4.1 Service Offering
To be a MSeller, the first step towards selling your Service is to create a profile for yourself so MBuyers on the Site can obtain information about you as well as the Services you offer.
As a MSeller, it is your responsibility to ensure that all information which you supply on the Site is true, accurate and complete. We will not be responsible for any errors or omissions in the information which you supply on the Site.
4.2 Selling your Services
a) Bespoke Services
As a MSeller, you can review all Requestson the Site submitted by MBuyer at any one time and offer to provide Bespoke Services by submitting a Bid to a MBuyer. As part of the Bid, you will supply all the information which we require to be supplied on our Site.
Services can be delivered via e-mail correspondence or through an online chat application.
For a Bespoke Service, it is the responsibility of the MSeller to arrange the time for the online chat session or commencement of the e-mail correspondence with the MBuyer during in the bidding process. Such timing details will form part of the contract once the Bid is accepted by the MBuyer.
b) "Buy Me Now" Service:
If a MSeller seeks to provide a Buy Me Now Service, the MSeller shall list this in its profile and set a rate for providing a Buy Me Now Service. MBuyers will be able to see which MSellers offer a Buy Me Now Service on the Site. If a MSeller wishes to provide a Buy Me Now Service to a MBuyer, it shall respond to any attempts by the MBuyer to initiate a chat session.
c) VAT
As a MSeller, you are responsible both for determining whether any value added tax or goods and services tax ("VAT") is chargeable on your sale of your Services, and for collecting that VAT – this means in general that you should include any VAT in the price you list with us for the Services. We will only be responsible for any VAT on the Commission (as defined below) we charge.
d) Payment
Details of the payment mechanism for Services provided by MSellers are set out in section 5 below.
5. Pricing and payment for the Services
The pricing for the Services will be as agreed between the MSeller and the MBuyer.
5.1 MSellers can either set out their price when they bid for a specific Request or list a price for providing their Buy Me Now Service.
5.2 Listing of Services is free for the moment. We may decide to apply a membership fee and commission fee in the future and will notify you if this occurs.
5.3 Before a MBuyer can purchase Services on the Site, it will need to set up and deposit money in pounds sterling onto the Site through a payment system operated by Paypal. The deposit money will be kept in an electronic money account called an "MWallet". The MSeller will also need to set up a MWallet account to withdraw monies received from MBuyer in the same way. Please note that Paypal may levy extra fees for business or premier account holders (see http://www.paypal.co.uk for more details).
5.4 If there is any unused remaining monies in the MWallet, we will refund to the MBuyer the full amount of the remaining monies at no charge if the refund request is received 60 days from the date the monies are first deposited in the MWallet by the MBuyer. If a refund request is received after 60 days, we will provide a refund of the unused monies but will levy transaction fee (see 5.6) and administration fee (see 5.7).
5.5 When a contract is formed between a MSeller and a MBuyer for Bespoke Services, we will reserve the payment for the Request from the MBuyer’s MWallet. Once the Bespoke Service is delivered, we will transfer payment for the Services from the MBuyer's MWallet and subject to Clause 5.6, will forward money on to the Mseller's MWallet.
5.6 We will deposit money due to the MSeller for each transaction after deducting an administration fee of up to 20p + 4% of the value of a transaction as required by Paypal (“Transaction Fee”). We will endeavour to deposit the monies into the MSeller’s MWallet within 3 working days after completion of a transaction.
5.7 If a MSeller wants to withdraw money from his MWallet, we will not charge any administration fee if the amount is more than £30. If the MSeller wishes to withdraw less than £30 from the MWallet, we will levy a charge of up to 2% on the amount to be withdrawn in addition to the Transaction Fee).
5.8 We will not be responsible for any differences in the prices at any one time due to currency fluctuations.
6. Quality and timing of the Services
6.1 The quality and timing of the Services are to be agreed between MBuyers and MSellers. We cannot be held responsible if the quality and timing of the Services do not meet your expectations of a competent provider of similar services.
7. Your Commitments to Us
7.1 Accuracy and Completeness
You represent and warrant that the information you have submitted to us on the Site either as a MBuyer or MSeller is true, accurate and complete.
7.2 Other Information
During any interaction with MSellers or MBuyers (as applicable), you represent and warrant that any information or content you provide to us or any MSeller or MBuyer (as the case may apply):
(a) is not fraudulent;
(b) is true, accurate and not defamatory, abusive, threatening, misleading, pornographic in nature or obscene;
(c) does not involve the sale or procurement of counterfeit or stolen items;
(d) does not infringe any third party’s rights (including copyright, patent, trademark or any other right), be invasive of privacy or otherwise injure third parties;
(e) does not infringe any law, regulation or code in your country or that of any corresponding MBuyer or MSeller (including consumer protection or misleading advertising); and does not breach any of our policies or guidelines;
(f) does not contain any virus or other programme that interferes with or seeks to interfere with any computer system or data; and
(g) does not contain political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam".
7.3 Legal Compliance
You represent and warrant that, during any provision or receipt of any Services, you will comply with all applicable local, regional, national and international laws governing the purchase and sale of the Services.
7.4 Indemnity
You agree to hold us harmless against all losses, liabilities, claims or demands arising out of any breaches of the Agreement.
8. Prohibitions
8.1 Listing Services you can’t provide
Please remember that when a MBuyer accepts your bid to sell Services on our Site, you are required to provide that Service to the MBuyer. If you submit a bid to sell the Services that you don’t then supply, we will take measures that could include you being restricted from using the Site.
9. The Consequences
9.1 Notification
If you have any complaints about the conduct of a particular MSeller or MBuyer whom you suspect is breaching any provisions of the Terms and Conditions, please notify us in writing at legal@minutebox.com or MinuteBox Limited, 21 Park Central Building, Fairfield Road, London E3 2US.
9.2 Suspension and Investigations
If we discover any MSeller or MBuyer is behaving badly in conflict of these Terms and Conditions, we may suspend their account pending an investigation. If you are under investigation by us, you agree to comply fully with our requests for information and circumstances surrounding any communications involving the Services.
9.3 Actions
We have absolute discretion to take any action in relation to your account or any Services you may have pending, including issuing warnings, suspending or terminating provision of or access to or provision of the Services by or to you and any other action we deem suitable, if we consider in our sole opinion that you are:
(a) in breach of the Terms and Conditions in any way;
(b) you do not cooperate with any investigation we instigate as set out above;
(c) we can’t verify any information you provide, or it conflicts with other information that we hold; or
(d) if in our sole opinion your activity is likely to lead to legal liability for any MSeller, MBuyer or us. We can suspend any Services listings or cancel any transactions carried out as part of the Services if we believe in our sole opinion that an activity is either illegal or in breach of this Terms and Conditions.
9.4 Disclosing Information
We reserve the right to inform any relevant authority of any illegal activity conducted by any MSeller or MBuyer using the Site and cooperate fully in the prosecution of any such MSeller or MBuyer.
10. Disputes
10.1 You are solely responsible for any disputes which you may have with regards to the Services either with a MSeller or a MBuyer. We reserve the right, but have no obligation to monitor any disputes between a MSeller and a MBuyer.
11. Contributing to this website
11.1 We reserve the right (but not the obligation) to remove or edit any content provided by MSellers or MBuyers.
11.2 If you do contribute content to us either as a MSeller or a MBuyer and unless we indicate otherwise, you
(a) grant us a non-exclusive, royalty-free and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and
(b) grant us and its sublicenses the right to use the name that you submit in connection with such content, if we or they choose.
11.3 You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to us, including the execution of deeds and documents, at the request of us.
11.4 You represent and warrant that you own or otherwise control all of the rights to the content that you contribute. You agree to indemnify us for all claims brought by a third party against us arising out of or in connection with a breach of any of the warranties you give above.
11.5 It is not possible for us to be aware of the contents of all the communications exchanged as part of the Services. Accordingly, we operate on a "notice and takedown" basis. If you believe that any content on this Site contains content which is in breach of these Terms and Conditions, please notify us immediately by emailing us at legal@minutebox.com. 6857718 v1 11
Once you have emailed us, we will make all reasonable endeavours to remove the defamatory content complained about within a reasonable time.
12. Exclusion of Liability and No Warranty
12.1 NOTHING IN THIS SITE SHALL LIMIT OR EXCLUDE OUR LIABILITY TO
YOU FOR FRAUDULENT MISREPRESENTATION, FOR DEATH OR
PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE FOR ANY
12.2 YOU WILL NOT HOLD US RESPONSIBLE FOR OTHER MBUYER'S OR
MSELLER'S ACTIONS OR INACTIONS. 12.3 WE DO NOT REVIEW MSELLER'S AND MBUYER'S LISTINGS AND WE ARE
NOT PARTY TO THE ACTUAL TRANSACTIONS BETWEEN MBUYERS AND
MSELLERS. 12.4 WE HAVE NO CONTROL OVER, DO NOT GUARANTEE, AND YOU WILL
NOT HOLD US RESPONSIBLE FOR: 12.5 REGARDLESS OF THE ABOVE, IF WE ARE FOUND TO BE LIABLE, WE
WILL ONLY ACCEPT LIABILITY FOR ANY LOSSES SUFFERED ONLY UP
TO A MAXIMUM AMOUNT OF THE VALUE WHICH A MBUYER HAS PAID
FOR ANY SERVICES FOR EACH TRANSACTION PLUS ANY VAT. WE WILL
NOT BE RESPONSIBLE FOR ANY INDIRECT LOSSES INCLUDING
CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES,
INCLUDING LOST OPPORTUNITIES OR LOSS OF PROFITS EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Ownership of Intellectual Property 13.1 The content and software on this Site is owned by or licensed to us. You may visit the
Site and make a copy of pages of this Site for your personal non commercial use. You
6857718 v1 12 may not without our permission reproduce, edit, publish or transmit this Site. You may
use the Site to purchase or buy Services for personal use only. 13.2 You may not deep link into the Site without our written permission. 13.3 The MinuteBox name and logo is our registered trademark and may be used publicly only
with our prior written permission. 14. Other Terms 14.1 We will not be held responsible for any delay or failure to comply with our obligations
under this Terms and Conditions if the delay or failure arises from a cause beyond our
reasonable control. 14.2 If you breach these Terms and Conditions and we do not take any action against you we
shall still be entitled to use our rights and remedies in any other situation where you
breach these conditions. All notices under these Terms and Conditions shall be sent to us
by recorded delivery to MinuteBox Limited, 21 Park Central Building, Fairfield Road,
London E3 2US. Any notice sent by email shall only be valid if acknowledged by us in
writing. 14.3 This Agreement is governed by and construed in accordance with the laws of England.
You agree, as we do, to submit to the non exclusive jurisdiction of the English Courts.