Field Agent Participation Agreement
update 13th November 2017
Thank you for downloading the Field Agent App and congratulations on becoming an Agent. This Agreement is between you and Field Agent UK Limited, and governs our relationship with respect to you offering and providing Services on or through the Site and/or App. YOUR USE OF THE SITE AND/OR APP CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND FIELD AGENT. IF YOU DO NOT AGREE TO THESE TERMS YOU SHOULD NOT ACCESS OR USE THE SITE AND/OR APP.
By registering for and using the Field Agent Site and/or App, you certify that:-
- (1)You are at least 18 years old;
- (2)You have authority to enter into this Agreement and bind yourself;
- (3)You authorise the electronic transfer of your funds to your nominated bank account in accordance with the terms of this Agreement; and
- (4)You agree to be bound by all the terms and conditions of this Agreement including all applicable Policies.
This Agreement consists of the terms and conditions set forth in this document together with all applicable Policies which are hereby incorporated by this reference into, and made part of, this Agreement.
These terms expressly supersede prior agreements or arrangements with you. Field Agent may terminate this Agreement or change any of the terms and conditions contained in this Agreement and/or any Policies on the Site at any time, at its sole discretion. Any changes will be effective upon posting of any Agreement or Policies on the Site and may be made without notice. You are, at all times, responsible for reading and understanding each version of this Agreement and the Policies.
YOUR CONTINUED USE OF THE SITE AND/OR THE APP FOLLOWING FIELD AGENT'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR TO ANY OF THE POLICIES, DO NOT CONTINUE TO USE THE SITE OR APP.
- For purposes of this Agreement the following definitions apply:-
- "Affiliate" means any entity controlled by, in control of, or under common control with Field Agent
- "Agent" means you
- "App" means the Field Agent smartphone app
- "Client" means our client which has requested via the Site for an Agent to perform Services
- "Field Agent", "we", "us" or "our" means Field Agent UK Limited (Company No. 10756463), whose registered office is at Second Floor, 77 Kingsway, London, WC2B 6SR and any appointed distributor or licensee of the Field Agent brand, sites and applications in the United Kingdom
- “Policies” means policies, procedures and/or guidelines that appear on the Site from time to time
- "Services" means any service that you provide on or through the Site and/ or App.
- "Site" means the Field Agent web sites located at www.fieldagent.co.uk and any successor website.
- 3.1.Registration: When you register with the Site or on the App, you will be asked to provide us with, at a minimum, your name and a valid email address. Agents may also be asked to provide demographic information upon request. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you must not impersonate any person or use a name that you are not legally authorised to use.
- 3.2.Communication: You consent to us sending you notifications (if any), approvals (if any), and other communications relating to assignments and this Agreement to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. It is your responsibility to ensure that you update your contact details registered with us.
- 3.3.Passwords and Account Use: You are solely responsible for maintaining the secrecy and security of your password. You must not disclose your password to any third party and you are solely responsible for any use of or action taken under your password on the Site and/or App. If your password is compromised, you must change your password.
Field Agent works with businesses of all sizes to carry out mobile audits and research. Via the App we offer Agents assignments within a close proximity to their location. Once an assignment has been accepted by the Agent, the Agent will have a set time period in which to carry out the required Services. There is no obligation on Field Agent to offer any Agent an assignment and there is no obligation on the Agent to accept.
We are not responsible for the actions of any Client or Agent. We do not conduct any screening or other verification with respect to Clients or Agents, nor do we provide any recommendations. As an Agent, you use the Site and/or App and carry out the assignments at your own risk.
5.Your Use of the Site and App
- 5.1.You may only register once as an Agent with Field Agent. You may only access your Agent account from one device at any given time. Agents may perform Services for any Client in accordance with the specifications submitted by the Client. However, if the Services do not meet the Client's reasonable satisfaction, Field Agent may reject the Services and repost the specific request on behalf of the Client. In such circumstances you will not be entitled to any payment for the Services.
- 5.2.As an Agent, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of Field Agent, and all ownership rights, including worldwide intellectual property rights, will vest with Field Agent immediately upon your performance of the Service. To the extent any such rights do not vest with Field Agent under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to Field Agent.
- 5.3.As an Agent you are performing Services for Field Agent in your personal capacity as a self-employed independent contractor and not as an employee, worker or agent of Field Agent or any Client. You hereby agree to indemnify Field Agent for and in respect of any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against Field Agent arising out of or in connection with the provision of the Services.
- 5.4.You specifically acknowledge and agree to the following:
- (a)you will not use robots, scripts or other automated methods to complete the Services;
- (b)you will submit all work product through the App only, and not directly to a Client, or to Field Agent;
- (c)you will provide Field Agent for whom you perform Services with any information reasonably requested by us in connection with your performance of such Services;
- (d)you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors;
- (e)this Agreement does not create an association, joint venture, partnership or franchise, agency agreement, or employer/employee relationship between Agents and Field Agent, or Agents and a Client;
- (f)you will not represent yourself as an employee or agent of Field Agent or any Client; and
- (g)you will not be entitled to any of the benefits that Field Agent may make available to its employees, such as holiday pay, sick leave, group health insurance or retirement benefits.
If you have any questions about your obligations to comply with local laws and regulations pursuant to this Section 5, you should seek independent legal advice.
- 5.5.Information and Feedback: You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognise and agree that Field Agent will implement mechanisms allowing us and others to track your performance of Services and rate your performance as an Agent. You agree that submission of any information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that none of Field Agent, its Affiliates or Clients has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to Field Agent and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site.
- 5.6.Customer Service: Field Agent will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.
- 5.7.Changes to the App: from time to time we may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If you choose not to install such updates of it you opt out of automatic updates you may not continue using the App.
- 5.8.Acceptable Use Restrictions: you must: -
- a)Not use the App or Site in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, the Site or any operating system;
- b)Not infringe our intellectual property rights or those of any third party in relation to your use of the App or Site;
- c)Not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or Site;
- d)Not use the App or Site in any way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- e)Not collect or harvest any information or data from the App, Site or our systems or attempt to decipher any transmissions to or from the servers running any of the above-mentioned systems.
- 6.1.Subject to your compliance with the terms of this Agreement and our Policies, Field Agent grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the App on your personal device solely in connection with providing the Services; and (ii) access and use any content, information and related materials that may be made available through the App, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Field Agent and our licensors.
- 6.2.Restrictions: you may not: -
- a)Copy the App or Site, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
- b)Translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Site nor permit the App or the Site or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Site on devices as permitted in these terms;
- c)Not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Site nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (“Permitted Objective”), and provided that the information obtained by you during such activates (i) is not disclosed or communicated without Field Agent’s prior written consent to any third party to whim it is not necessary to disclose or communicate it in order to achieve the Permitted Objective), (ii) is not used to create any software that is substantially similar in its expression to the App, (iii) is kept secure, and (iv) is used only for the Permitted Objective.
Field Agent or its Affiliates will process all payments to Agents (the "Payment Service"). Payments may be disbursed only in accordance with the terms outlined below.
- 7.1.Disbursement of Funds to Agents: When Agents register with the App they are automatically registered with a Field Agent payment account ("Payment Account"). Agents may disburse funds from their Payment Account by the following method, at their option to an approved Banking Account. See our FAQs for more information. Funds will only be disbursed in compliance with applicable laws and regulations. Field Agent is under no obligation to disburse funds from an Agent’s Payment Account more than two years after the original transaction date, if no request for such disbursement exists. After two (2) years a twenty (20) percent service fee per month will be assessed on the account. We reserve the right to cancel your Payment Account for any reason.
- 7.2.Authorisations for the Payment Account: You hereby authorise Field Agent and its Affiliates, and any third party service Agents or agents acting on their behalf, to debit or credit your Payment Account as applicable: -
- (a)To transfer, disburse or process other payment transactions associated with the Services;
- (b)To settle payment monies owed by you to Field Agent; and
- (c)In the event there is an error in the processing of any transaction, you authorise us to initiate debit or credit entries to your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations, and to make any inquiries we consider necessary to validate the error, which may include ordering a credit report, performing credit checks, or verifying the information you provide against third party databases. Your authorisations will remain in full force and effect until we receive written notification from you of any termination. Any termination will become effective as soon as we have had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by.
- 7.3.In the event that your Payment Account does not have sufficient funds to cover any payments that you owe to Field Agent, you agree to pay to Field Agent the amount owed on demand within 7 days of receiving a written demand for payment.
- 7.4Restrictions and Limitations: We reserve the right to terminate or suspend any Payment Account, or to delay the availability of any Prepaid Jobs, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that you are in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to Agents of any amounts held in their Payment Account for up to three (3) Business Days following receipt of a request for disbursement from an Agent. Amounts held in Payment Accounts cannot be transferred to other Agents or third party individuals. If Field Agent terminates this Agreement because you have violated the Policies then the balance of your Payment Account will be paid into your nominated bank account.
- 7.5Our Liability: We will only be responsible for the transfers or disbursements at the direction of Agents. We will be entitled to rely on the instructions of Agents without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to,
- (a)If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction;
- (b)If circumstances beyond our control (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions we have taken;
- (c)If your transaction is intercepted by legal process or other encumbrances restricting transfer, or your participation in the Site has been terminated or suspended for security purposes;
- (d)If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorised; or
- (e)If you have not provided us with correct, current and complete payment information.
- 7.6Statements and Account Balances: All payments to an Agent or other payment transaction occurring with respect to a Payment Account will be reflected on the Site. Interest will not be paid on any amounts held in Payment Accounts.
- 7.7Transaction Errors: If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.
8.Compliance with Laws
- 8.1.Taxes: As a self-employed independent contractor, you agree that it is your responsibility to determine any and all taxes, including without limitation, any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. You hereby indemnify Field Agent against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Field Agent in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
- 8.2.YOU ALSO AGREE THAT FIELD AGENT AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY ASSIGNMENT.
- 8.3.Compliance with Laws: The Site and App may be used only for lawful purposes and in a lawful manner. You may not use the Site and App in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
- 8.4.Investigation: Field Agent has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site and App. Field Agent may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.
9.Disclosure of Information; Confidentiality; Privacy
- 9.2.Transfer of your data outside of the EEA: The data that we collect from you will be transferred to, and stored at, a destination outside the European Economic Area (EEA). It will be process by staff operating outside the EEA who work for us, one of our Group companies or our suppliers. These staff may be engaged in the processing of data collated via your participation in assignments provided by the App, the processing of payment details and the provision of support services. By submitting your personal data you agree to this transfer, storing or processing. Field Agent will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with applicable laws.
- 9.3.All information you provide to us is stored on our secure servers. We protect your information during transmission by using Secure Socket Layer (SSL) software, which encrypts information you input. Any payment transactions carried out by us or our chosen third-party provide of payment processing services will be encrypted using SSL software. However the transmission of information via the internet is not completely secure and whilst we do try our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Site and/or the App; any transmission is at your own risk
- 9.4.Your Use of Data and Communications: You may use information or other data acquired from your use of the Site and/ or App solely to the extent necessary for you to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.
- 9.5.Press Releases and Public Disclosures: You may generally publicise your use of the Site, however you may not issue any press release with respect to Field Agent the App or the Site, without Field Agent's express prior written consent.
10.Third Party Services and Content
THE SITE AND THE APP, THE PAYMENT SERVICE AND THE SITE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELD AGENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
- a.ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
- b.THAT THE SITE AND APP, THE PAYMENT SERVICE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;
- c.THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE AND APP WILL BE AS REPRESENTED BY CLIENTS OR AGENTS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR AGENTS WILL PERFORM AS PROMISED; OR
- d.ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
BECAUSE FIELD AGENT IS NOT INVOLVED IN TRANSACTIONS BETWEEN CLIENTS AND AGENTS OR OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE FIELD AGENT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, AGENTS, OR OTHER USERS OF THE SITE.
13.Indemnity; Limitation of Liability
- 13.1.Indemnity and Defence. You will indemnify and hold harmless Field Agent and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site and/or the App.
- 13.2.Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELD AGENT AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APP, THE PAYMENT SERVICE, THE SITE SERVICES, THE INABILITY TO USE THE SITE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIELD AGENT'S OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY FIELD AGENT IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
14.Applicable Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation
You may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, you must use Field Agent's standard functionality and further must abide by all applicable Field Agent Policies, Procedures and Guidelines. Field Agent, in its sole discretion, may terminate this Agreement, suspend access to the Site and/or App immediately without notice for any reason.
- 16.1.Entire Agreement: This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
- 16.2.Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.
- 16.3.Severability: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
- 16.4.No Waiver: We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. Field Agent's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Field Agent's right to subsequently enforce such provision or any other provisions of this Agreement.
- 16.5.Notices: All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.