TERMS AND CONDITIONS FOR CUSTOMERS (PAINTERS)

 

These Terms and Conditions set forth the main terms governing the use of Adam Services by Customers.

 

Painting services may be provided via the Adam platform only based on your consent to the terms and conditions set forth below.

 

Article I.

Definition of Terms

 

1. As used herein:

Adam means Adam Technology s.r.o., a company having its registered office at Vyskočilova 1326/5, 140 00 Prague 4, Czech Republic, IČ (ID Number): 09360735, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 335125, a business entity providing administration technology support for the Customers’ business activities (hereinafter referred to as the “Services”) specialising in painting services and connects persons interested in purchasing Painting Services with its Customers who wish to provide Painting Services at the relevant time and place.

 

Customer means a natural person or a legal entity conducting business on the basis of a valid business license for painting services who provides painting services on their own behalf and liability to the end users of the service within a separate legal relationship established based on a contract for work.

 

Adam Services means services provided by Adam, including the provision of the Adam technology platform, customer support, mediating communication between the Customer and the Painting Service User, and other similar services.

 

Agreement means an agreement on use of Adam platform services concluded as implied by a legal act, and these Terms and Conditions governing the relationships between the Customer and Adam regarding the use of Adam Services.

 

Painter means the Customer’s representative, employee or supplier (a person performing painting services for a Customer who is not the Customer’s employee), who meets the Adam terms and conditions applicable at the relevant time to active painters who use Adam Services; and whom Adam has authorised to access Adam Services for the purposes of providing painting services on behalf of the Customer.

 

Painting Service User/Service User means a natural person or a legal entity inquiring about painting services who enters into a separate contractual relationship with the Customer, on the basis of which the Customer provides painting services. 

 

Painting Services means providing painting, lacquering and varnishing services to Painting Service Users via Adam Services by Customers and their Painters.

 

Painting Service Inquiry means the Service User’s inquiry in Adam through which Adam provides an opportunity to the Customer to provide Painting Services to the Service User.

 

Contract for Work means a contract concluded based on a written purchase order between the Service User and the Customer who provides Painting Services to a Service User through Painters. Such Contract for Work is a separate legal relationship between the Customer and the Service User. The Customer is fully liable for the due performance of the Contract for Work. Adam is not a party to the Contract for Work and no legal obligations arise herefrom to Adam.


 

Article II

Introductory Representations of the Parties

 

1. Adam represents that it is the operator of a technology platform and has the necessary expertise, knowledge and know-how to allow Adam to generate painting jobs for the Customer under the terms agreed herein.

 

2. Customer represents that they wish to establish business cooperation with Adam as the party using technology and administration services to support their business activities. The Customer acknowledges and agrees that Adam is the provider of administration technology support and does not provide painting services.

 

3. Representations of the Parties. Both Parties represent that they are entering into this Agreement for the purposes of generating business opportunities, providing Adam’s technology support and administration support to the Customer.    

 

Article III

Subject-Matter of the Agreement

 

Adam agrees to provide administration and technology support for the Customer’s business activities hereunder throughout the term hereof. The Customer agrees to pay a service fee to Adam for such services.

 

Article IV

Definition of the Relationship between the Customer and the User

 

Relationship between the Parties - The Customer acknowledges and agrees that the provision of painting services by the Customer

to the Users results in the establishment of a Contract for Work, i.e. a legally binding direct business relationship with no involvement of Adam, between the Customer and the User. The Customer bears sole liability for all the Customer’s duties and obligations towards the Users or third parties that arise upon the provision of painting services by the Customer.

 

Contact details - The Customer acknowledges and agrees that Adam may communicate the Customer’s contact details and/or insurance details to the User upon the User’s reasonable request.


 

Article V

Definition of the Relationship between Adam and the Customer

 

1. Relationship between the Parties. Adam connects prospective Painting Service Users with Adam’s Customers who wish to provide painting services at the given time and place. The Customer acknowledges and agrees that due to the fact that Adam provides an administration and technology platform to the Customer and generates new painting jobs, a legally binding, direct business relationship arises between Adam and the Customer with equal positions of Adam and the Customer as two separate business entities. Adam does not manage or control the Customer or the Customer’s Painter during the performance hereof. The Customer and the Customer’s Painters are not authorised to assume any legal obligations on behalf of Adam and guarantee that they will not pose as employees, executives or authorised representatives of Adam or any of Adam’s branches. The Parties expressly confirm that this Agreement is not a work contract and it does not establish any employment (in terms of labour law, tax law or social security law) between Adam and the Customer (or the Customer’s Painters). In terms of the relationship between the Customer and Adam, the Customer is and will be solely liable for the painting services provided by the Customer’s Painters.

 

2. Painting service fee is the result of a match between the wishes of a Service User (how much the Service User is willing to pay for the service) and the Customer’s wishes (for how much the Customer is willing to provide the service). Based thereon, Adam matches Service Users and Customers willing to perform the service under the given terms. The suggested price is a recommended figure for both Parties which should facilitate a match between a prospective Service User and a Customer willing to perform the service under these terms. Both Parties have the opportunity to influence the final price as needed.

 

3. Job acceptance. The Customer and the Customer’s Painters are entitled to accept or reject any job generated by Adam. By accepting a job, the Customer agrees to enter into a Contract for Work with the Service User. By doing so, the Customer accepts the scope of the painting job and the related tasks, such as moving furniture as required for the painting, wall treatment for painting, cleaning after the service, and the quality required by the Service User that were presented to the Customer via Adam and/or any of Adam’s representatives.

 

4. Painting performed by a third party. If the Customer is fulfilling its obligation arising herefrom and from the Contract for Work through the Customer’s Painters, the Customer shall bear the same liability for such performance through the Customer’s Painters as if the Customer had fulfilled it. The Customer is required to report this fact to Adam with reasonable notice before the provision of the service.

 

5. Notification obligation. The Customer and the Customer’s Painters acknowledge and accept the Service User’s request to confirm the final price and the scope of the Painting Services in writing before the start of the Painting Services. The Customer and the Customer’s Painters also acknowledge and accept the Service User’s request to sign a handover report with the Service User after the completion of the Painting Services, by the signing of which the Service User agrees with the performance, quality and scope of the Painting Services.

 

Article VI

Definition of the Relationship between the Customer and the Painters

 

Relationship between the Parties - The Customer bears sole liability for all duties and obligations towards the Painters which arose from the Customer’s relationship with the Customer’s Painters (including the provision of painting services). The Customer acknowledges and agrees to perform sole supervision over the Painters and to comply with all applicable legislation (including tax, social security and labour legislation) governing the Customer’s relationship with the Customer’s Painters or otherwise related thereto.

 

Responsibility for the Painters - The Customer acknowledges that the Customer bears, under all circumstances, responsibility and liability for the Customer’s Painters and their conduct and errors towards the users and Adam.

 

Article VII

Painting Requirements

 

1. Quality Inspection. The Service User requests proper and high-quality performance of the painting services. The painting quality is inspected primarily by the Service User.

 

2. Service Rating by the User. The Customer acknowledges and agrees that: (a) after the provision of the painting services, the Painting Service User will be asked by Adam to rate the service via the Adam platform where they can leave an optional comment or feedback regarding the painting services.

 

3. Average rating. The Customer acknowledges that Adam wishes to allow users to access high-quality services via Adam’s administration and technology platform. In order for every Painter to be able to continue to use the access to the administration and technology platform Adam, the Painter’s average rating given by the users must stay above the minimum acceptable average rating determined by Adam for the relevant area. Adam may update the value of such a minimum acceptable average rating from time to time at its own discretion (hereinafter referred to as the “Minimum Average Rating”).

 

4. Claims. The Customer agrees that the Customer for the relevant Service User may be replaced.

 

Upon the Service User’s request, in case of repeated claims, violations of contract, a rating below the minimum average rating or any suspected harm to the goodwill of Adam, its brand, reputation or business activities, or Adam's branches, Adam is entitled to replace the Customer with another Customer for a specific Service User or any group of Service Users at Adam's sole discretion. Adam reserves the right to deactivate, at its own discretion, the use of the Adam administration and technology support.

 

The Customer agrees that claims may be communicated directly by the Service User or through Adam.

 

Article VIII

Requirements for Customers

 

1. Documentation and expertise. The Customer acknowledges and agrees to always

a. have all authorisation, licenses and permits required by the laws of United Kingdom for the performance of painting services. The Customer represents that the Customer’s Painters are medically fit for the performance of painting services.

b. have the necessary expertise and experience and maintain a high level of professionalism, service and politeness.

 

Adam reserves the right to check the Customer’s documentation from time to time in a manner that Adam considers appropriate at its reasonable discretion.

 

2. Insurance. The Customer agrees to maintain a commercial liability insurance policy covering its business activities throughout the term hereof.

 

The Customer acknowledges and agrees that, together with each of the Painters, the Customer bears sole

responsibility for adopting measures that may be reasonable and appropriate,

including taking out adequate insurance that meets the requirements of all applicable

legislation.

 

3. Confidentiality. The Customer agrees to maintain the confidentiality of all information obtained during the business cooperation hereunder, including but not limited to that of the Customer’s customers, prices of services as well as Adam’s know-how and the content hereof, even after the termination hereof.

 

4. Own resources. The Customer acknowledges and agrees to provide their own tools, painting supplies and other items for the performance of the tasks hereunder and under the contract for work as needed to provide high-quality services and to travel to the place of performance on the agreed dates at the Customer’s own expense.

 

5. The Customer acknowledges and agrees not to provide painting services to service users in United Kingdom, with whom the Customer has concluded an agreement through Adam, and not to perform any other activities that would be in conflict with the interests of Adam and should or could be competitive towards and should or could cause any harm to Adam for the term hereof as well as for 1 year after the termination hereof without the prior written consent of Adam. Any violation of this provision shall constitute grounds for an immediate termination of the contractual relationship with the Customer and the Customer’s Painters.

 

Article IX

Financial Terms and Conditions

 

1. Consent to Representation for the Receipt of Payments. The Customer appoints Adam to serve as the Customer’s temporary representative for the receipt of payments and issuance of documents solely from those Service Users with whom the Customer enters into a contract for work. The Customer agrees that a payment made to Adam in this manner shall be considered a payment made by the Service User to the Customer directly. 

 

2. Documents. The Customer acknowledges and agrees that Adam may issue receipts, invoices and tax documents on the Customer’s behalf as part of the Adam administration support. Such documents will be delivered to the Customer via the technology platform. The Customer is required to check the documents immediately. Any corrections or suggestions for corrections to made in the receipts, invoices or tax documents for painting services must be submitted to Adam in writing within three (3) working days of the issue date. If Adam is not notified as described above, Adam shall not be liable for any errors in the documents, for correcting them or for any recalculations or payments.

 

3. Service fee. The Customer agrees to pay a monthly service fee to Adam for each payment received from the Service Users for the painting services provided in the relevant month, at the rate of 20% of each painting service invoiced.

 

4. Changes to the service fee calculation method. Adam receives the right to change the service fee calculation method at any time at its sole discretion based on the local market factors and to notify the Customer of any such change by e-mail or via other means of electronic communication. Any further use of the Adam Services by the Customer after such a change to the service fee calculation method is an expression of the Customer’s consent to such a change.

 

5. Payment to the Customer. Once Adam’s claim for the payment of the service fee or other Adam’s claims from the Customer are deducted, Adam shall transfer the amounts paid by Service Users to the Customer for painting services provided to the Customer’s account communicated by the Customer to Adam with sufficient advanced notice. Adam disclaims any liability for failed transactions in the event that the Customer provides incorrect bank details during registration or at any time during their cooperation.
 

6. Set-off. The Customer acknowledges and agrees that Adam may unilaterally set off Adam’s claims for payment of the service fee or the contractual penalty hereunder against the Customer’s claims from Adam for the payment of amounts received from the Painting Service Users.

 

7. Taxes and accounting. The Customer acknowledges and agrees that the Customer and each of the Customer’s Painters are fully liable for their accounting or tax record-keeping, payment of taxes and levies on their income and other statutory obligations. 

 

8. Changes to the prices of painting services. The prices of painting services may change over time depending on the requirements and agreement between the Customer and the Service User.
 

Article X.

Term of the Agreement

 

1. Term of the Agreement. The terms and conditions set forth in these Terms and Conditions shall become valid on the date of the Customer’s registration for the services provided by Adam. Prior to starting to use the services provided by Adam, you are required to complete the registration process and provide all the required information. By clicking on the “By registering, you accept the Terms and Conditions and the Personal Data Processing Notice” button during your registration, you represent and warrant that:

you are authorised, under applicable laws and registrations, to enter into an agreement on the use of the Adam platform services for the purposes of providing painting services;

you have carefully read these Terms and Conditions, including all obligations arising from the Terms and Conditions and the Agreement, you fully understand them and agree to be bound by them;

all the information you provided to us is accurate, true, correct and complete.

 

2. Termination. Each Party is entitled to terminate this Agreement (using electronic or other means) for any cause or without cause. The notice period shall be one calendar month and begins on the first day of the month immediately following the month in which the termination notice was delivered to the other Party. Adam may also terminate this Agreement without notice with immediate effect if the Customer no longer complies with the statutory conditions or Adam’s standards and principles for the performance of painting services. Adam shall immediately notify the Customer of such termination. 

 

Article XI

Contractual Penalties

 

1. Violation of obligations. In the event that the Customer violates the obligation to provide painting services under a contract for work in a due and timely manner, Adam retains the exclusive right to charge a one-time fee of up to GBP 500 per violation.

 

2. Breach of confidentiality. In the event that confidentiality under Section 3 of Article VIII is breached, the Customer shall pay to Adam a contractual penalty of GBP 2,000 per violation.

 

3. In the event that the Customer violates the obligations according to Section 5 of Article VIII hereof, the Customer shall pay to Adam a contractual penalty of GBP 5,000 per violation.

 

4. The arrangement concerning a contractual penalty shall not affect the right to claim damages incurred due to a violation of obligations, if such a violation is subject to a contractual penalty, also in the event that the damage exceeds the amount of the contractual penalty. The Parties declare that the amount of the contractual penalty is adequate to the potential damage that may result from a violation of obligations hereunder.

Article XII

Final Provisions

 

1. Changes to the Agreement. Adam reserves the right to modify this Agreement at any time with effect beginning upon the announcement of the new wording of the Agreement via e-mail on the on-line portal that is available as part of the Adam Services or upon its electronic notification to the Customer. In case of a change to the Terms and Conditions, the revised wording will be published online (https://www.painteradam.com/tc-users-of-house-painting-services). The Customer acknowledges and agrees that by using the Adam Services after the announcement of the new wording of the Agreement the Customer expresses consent thereto and shall be bound by the new wording. If the Customer disagrees with the change to the Agreement, they will be entitled to withdraw herefrom within 3 days of the date when the change was announced. The Customer must send a request for withdrawal from the Agreement via e-mail to adam@painteradam.com.

 

2. Governing law. This Agreement shall be governed by the laws of the Czech Republic. 

 

3. Assignment. The Customer shall not assign or transfer, in its entirety or in part, this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party. Adam may assign or transfer this Agreement or some or all of its rights and obligations hereunder, in its entirety or in part, from time to time and without consent.

 

4. Entire Agreement. This Agreement, including the introduction and all additional terms and conditions, constitutes the entire agreement between the Parties regarding the subject-matter hereof and supersedes and voids all prior and concurrent contracts or arrangements regarding the subject-matter hereof. As used herein, “including” and “include” means “including but not limited to”. 

 

5. Severability. Should any of the provisions hereof be found entirely or partly illegal, invalid or unenforceable in any jurisdiction, such provision or part thereof to the relevant extent shall not be considered part hereof, however, the legality, validity and enforceability of the remaining part hereof shall remain unaffected. In that case, the Parties shall replace the illegal, invalid or unenforceable provision (or part thereof) with a provision (or part thereof) that is legal, valid and enforceable and its effect is as similar as possible to the illegal, invalid or unenforceable provision (or part thereof) given the content and purpose hereof.

 

6. Date of validity of the Terms and Conditions: 1 August 2020