Please read these terms carefully – if you use the Armour Agent website and/or app these terms will form a binding legal agreement between you and Armour Agent Limited.
It is particularly important that you read these terms if you intend to use Armour Agent’s online platforms to procure the services of security professionals, or to offer your services as a security professional via it, as these terms contain a number of important terms that govern (a) the way that the platform will be offered to you, and (b) what you will owe to Armour Agent in consideration of using its services.
By proceeding to use the Armour Agent app you are agreeing to be bound by their terms, so please take time to read them carefully and in full, especially before using Armour Agent’s services to locate and procure the services of security professionals.
In particular, your attention is drawn to clauses 6, 8, 11 and 15 of this agreement.
2.1. In this Agreement, the following words have the following meanings:
“Additional Fees” means any applicable local taxes, tariffs and fees such as VAT that will be charged to Demanders in addition to the Service Fee in the event that they use the Services to engage a Provider for an Assignment
“Agency” means a Demander user which has permission to use the Services to approach and solicit Providers with a view to offering them the opportunity to engage in particular Assignments.
“App” means the Armour Agent app, version 1.0 or later, which may be made available as a downloadable mobile software application or which may be accessed via an internet browser and used from a desktop or laptop computer.
“Assignment” means an engagement between a Provider and a Demander in which the Provider agrees to provide services to the Demander in return for a fee which has been mutually agreed between the two parties.
“Assignment Acceptance” shall have the meaning set out in clause 5.4.
“Assignment Price” shall mean, in relation to an Assignment, the total value payable by the Demander to the Provider in respect of the Provider’s performance of it; with that sum being calculated either (a) by multiplying the relevant Provider’s stated hourly rate (which includes all applicable fees and tariffs) by the number of hours that the Provider agreed to provide their services to the Demander under the terms of that Assignment, or (b) as a specified fixed price indicated by the relevant Provider in advance of that Assignment.
“Device” means an electronic computing device capable of accessing the Internet and the App, such as a desktop computer, mobile smartphone with internet functionality, or a touchscreen computing device with internet functionality (such as a ‘tablet’ device).
“Demander” means a User who uses the App to list potential Assignments and/or to search for Providers in order to offer them the possibility of entering into Assignments.
“Material Fees” means fees that may be payable in advance to cover materials and other expenses that may be incurred in advance of an Assignment.
“Online Specification” means any technical specification of the App’s functionality or commercial details relating to pricing or similar details which may be posted on our website or made available via the App from time to time.
“Provider” means a User who uses the App to promote services which it provides and to accept Assignments either personally or on behalf of its employees.
“Registration Fee” means a set fee payable to Armour Agent by a User in consideration of Armour Agent’s grant to that User of permission to use the App for a particular period of time, as shall be specified in the Online Specification.
“Service Fee” means the fee payable to Armour Agent by a Demander at the conclusion of an Assignment, or such fee as may be specified in the Online Specification, which may be calculated on either a percentage or fixed fee basis or as may be set out in the Online Specification from time to time, and which shall be automatically deducted from the payment sent by the Demander to the Provider at the conclusion of the relevant Assignment or otherwise levied as specified in the Online Specification.
“Services” means the functionality of the App offered to Users, including the ability for those Users to act as Providers and Demanders.
“Armour Agent” means Armour Agent Limited, a company registered in Scotland with registration number SC538029.
“User” means and individual who registers an account on the App; and terms such as “Users” shall be interpreted accordingly.
Where this end-user licence agreement (the “Agreement”) refers to “you” or “your” it means the individual accepting this agreement; where it refers to “us”, “our” or “we” it means Armour Agent.
3. APPLICATION OF THESE TERMS
3.1. The terms of this Agreement apply to the App and to any updates or supplements to the App which Armour Agent may issue from time to time, unless such additions are provided pursuant to separate terms, in which case those terms shall 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 Agreement.
3.2. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you 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 in order to continue your use of the App.
3.3. Use of the App by you is governed by the terms of this Agreement 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”).
3.4. 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.
3.5. You will be assumed to have obtained permission from the owners of any 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 Agreement for the use of the App on any such Device, whether or not it is owned by you.
3.7. 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. You agree that we may contact you from time to time by email, telephone, post or SMS with information about goods or services that may be of interest to you. If you do not wish for us to use your data in this way please contact us to let us know.
3.8. 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.
3.9. 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.
4. GRANT AND SCOPE OF LICENCE TO USE THE APP
4.1. You acknowledge that Armour Agent is not an employment agency and does not function as one; the App provides a service via which Providers and Demanders can find one another, list their respective credentials and requirements, and enter into arrangements between themselves. Please be aware that by registering as a Provider you are not engaging the services of an Employment Agency and we will not offer employment agency services to you. Likewise, if you use the App as a Demander, please be aware that you are not engaging the services of an Employment Agency, you are responsible for considering the suitability of Providers independently and you will be contracting with Providers directly and independently.
4.3. You may use the App to offer or procure services on behalf of a business. Where you do this you must clearly indicate that you are acting as the representative of that business.
4.4. This App is offered solely for commercial use by procurers and providers of security services. It is not offered for use by consumers and/or on any kind of home, residential or private basis.
5. LISTING YOUR AVAILABILITY AS A PROVIDER
5.1. If you wish to offer your services as a Provider you will be required to use the Services to enter details of your experience and credentials, as well as the type of Assignments that you are interested in accepting and/or being approached in respect of.
5.2. Where you list an hourly or fixed rate on the App, the actual hourly rate displayed to potential Demanders will be an aggregate sum that represents the total value of your base hourly rate and the Service Fee and may include any applicable Additional Fees.
5.3. You acknowledge that by entering your details in the fashion described in clause 3.1 you are both warranting that those details are true and accurate, and consenting to potentially being approached by Demanders via the App and being offered the opportunity to enter into Assignments with Demanders, under which you will provide directly services of the type that you have specified. You are not obliged to accept any or all offers to enter into Assignments which Demanders may send to you, nor are Demanders obliged to accept your offer to provide services that you may make to them.
5.4. You must not attempt to accept or engage in any Assignment for which you do not hold all necessary relevant qualifications, authorisations and/or licences. For example, in the United Kingdom this may mean a licence from the Security Industry Authority. Armour Agent reserves the right to remove from the App any User which it considers is attempting to offer or engage in activity for which they do not hold all necessary permissions required by law.
5.5. An Assignment will not be created between any Provider and Demander until either:
5.5.1. where a Demander lists a potential Assignment, the Provider has submitted an offer to perform the relevant services and the Demander has accepted that offer;
5.5.2. where an Agency user contacts a Provider in respect of a potential Assignment and offers that Provider the opportunity to accept that Assignment, on acceptance of the Assignment by the relevant Provider;
on such acceptance, a binding legal agreement shall be created between the two parties in which the Provider undertakes to perform the relevant services for the Demander and in consideration the Demander undertakes to compensate that Provider at the hourly or fixed rate specified either in the Assignments description, or (where applicable) at the rate offered by the Provider. The creation of a binding agreement in this fashion is referred to in this Agreement as “Assignment Acceptance”.
5.6. You acknowledge and accept that if you list yourself as a Provider and accept Assignments, that (save where you offer your services via a business as described in clause 5.6) you will be entering into those Assignments in your capacity as a private individual and accept that you shall have personal liability to Demanders for any work that you do (or fail to do) for them. This is a fundamental condition of your use of the App and you may not use it to enter into Assignments on any other basis (and should you attempt to do so, such attempts shall be deemed void).
5.7. Where you offer services via the App as the representative of a business you are agreeing to provide those services personally. If you wish to send a substitute or a representative to perform the Assignment then you must notify the Demander of this before that individual attends to perform the Assignment. Please note that where you offer services in this fashion the terms of clause 8.3 will apply.
5.8. By accepting this Agreement, you acknowledge that Armour Agent will not have any control over the specification of individual Assignments, nor over how you may perform them. Accordingly, you may not hold yourself out as an employee or representative of Armour Agent and must make it clear to Demanders that you are performing Assignments as a private contractor in your own right.
5.9. The App contains functionality that enables certain Users to search for relevant Providers and/or Assignments in their local area and/or field of expertise, the App does not provide any kind of ‘matching’ or recommendation service. By using the App, you accept that you are solely responsible for browsing for and selecting potential Assignments and Demanders and that Armour Agent is not, and will not be, responsible for promoting or supplying any particular activities, companies or parties to you.
5.10. For the avoidance of doubt, a Provider may list an Assignment which is available for acceptance by multiple Providers, on such occasions that Provider will have a separate contract with each individual Provider.
6. USE OF THE SERVICES BY DEMANDERS
6.1. Demanders may use the App to invite Providers to list Assignments and to receive those Providers bids to perform the same, where a Demander is an Agent they may also use the App to approach potential Providers in respect of potential Assignments which they believe may be suitable.
6.2. The App contains functionality that enables Demanders to search for relevant Providers in their local area, but the App does not provide any kind of ‘matching’ or recommendation service. By using the App, you accept that you are solely responsible for browsing for and selecting potential Providers and that Armour Agent is not, and will not be, responsible for promoting or supplying any particular Provider to you.
6.3. Where a Demander wishes to enter into an Assignment with a Provider, then that Demander may send the relevant Provider a request which specifies the nature and location of the intended Assignment for the Provider to consider. Such requests shall not create any binding contract (or other relationship) between the two parties unless and until Assignment Acceptance by that Provider.
6.4. Users accept that Providers are not employees or agents of Armour Agent and that all Providers shall be engaged directly by Demanders as independent private contractors. Accordingly, Armour Agent shall not be a party to any contract between a Demander and a Provider and shall have no liability or responsibility for the quality of any Provider’s work or for any other aspect of performance or conduct of it. Providers and Demanders shall be responsible for agreeing terms for the performance of any Assignment between them and acknowledge that Armour Agent shall not be a party to such agreements.
6.5. While Armour Agent may perform background checking in respect of individual Users (for example, where it suspects that a User may be using the Services fraudulently) no warranty or undertaking is given that Armour Agent will perform such checks in respect of any particular individual or at all. As such, you agree that Users shall have sole responsibility for any information which they may provide or upload to the App (including in the form of a rating of any other User) and that, in the event that any such information is false or misleading, your sole remedy shall be against the relevant User.
7. SERVICE FEE AND PAYMENT
7.1. For some Assignments, after Assignment Acceptance, Demanders may be required by the Provider to pay Material Fees, as shall be specified in advance. Material Fees are to be agreed between the Demander and the Provider and will not be regulated or in any way managed by us.
7.2. At, or before, the successful conclusion of an Assignment the Demander shall pay to the Provider the Assignment Price. Armour Agent may, from time to time, introduce functionality which makes payment of the Assignment Price conditional on both parties to the Assignment confirming its completion. Where such functionality is introduced Payment for any given Assignment will not take place until such confirmation has been given, or until a prescribed period has passed without either party to the Assignment has raised an objection to payment being released.
7.3. In the event that a Demander withholds payment from a Provider then any dispute between the two parties shall be subject to independent adjudication in a forum mutually agreed between them. Armour Agent is not and will not be responsible for adjudicating disputes between Providers and Hirers and shall not be a party to such proceedings.
7.4. Please note carefully the terms of clause 6, as set out below. Armour Agent will not be a party to any dispute between Users as to whether any particular payment is due, refundable or otherwise in contention between the two parties.
8. ARMOUR AGENT’S FEES
8.1. In consideration for its services providing the App, Armour Agent shall:
8.1.1. charge Demanders the Service Fee in respect of each payment of an Assignment Price made via the App. The Service Fee and any Additional Fees will be collected automatically each time such a payment is made;
8.1.2. collect from Users the relevant Registration Fees, as shall be set out in the Online Specification.
9. CLAIMS AND LIABILITY FOR ASSIGNMENT AGREEMENTS
9.1. You accept that any agreement, Assignment or contract which you may enter into with any other User shall be a private arrangement between you. Armour Agent shall not be responsible for, nor a party to, such arrangements and the responsibility for settling any disputes arising from the same shall be solely yours.
9.2. Accordingly, you release Armour Agent from all liability for claims, liabilities and losses arising from the type of arrangements described in clause 9.1, and agree that Armour Agent shall have no liability for, or in relation to, any dispute which may arise between you and any other user of the App for any reason.
9.3. Where you use the App to offer services as or on behalf of a commercial entity (such as a limited company or a partnership) and enter into an Assignment on that basis you agree that, in addition to that entity assuming liability for that Assignment, that you will retain personal liability for the Assignment in question and you undertake to indemnify and hold harmless the other party to the Assignment for any loss or damage which they may suffer arising from the same and which they are unable to recover from the commercial entity into which they entered into the relevant Assignment. For the avoidance of doubt, nothing in this clause 6.3 shall be construed as barring, limiting or otherwise fettering any legal rights that a User may have to commence any form of legal action against a commercial entity that they have entered into an Assignment with.
9.4. Armour Agent does not provide or offer insurance cover to Providers or Demanders. Accordingly, Armour Agent recommends that all Users take out independent insurance and that they take steps to satisfy themselves that all Providers or Demanders with whom they engage via the App have adequate insurance in place.
9.5. While the App may enable Users to make representations as to their certifications and/or insurance cover, these representations are not verified by Armour Agent. Accordingly, Armour Agent accepts no liability or responsibility for any such representations (including where any User makes false, misleading or otherwise incorrect statements) and you accept that you shall have sole responsibility for any representations that you may make via the App.
10. LICENCE RESTRICTIONS
Except as expressly set out in this Agreement 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 copy any part or aspect of the database which underlies the App (which, for the avoidance of doubt, shall include any attempt to ‘scrape’ or copy details of individual Users or Assignments – for commercial use or otherwise);
(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
(d) 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;
(e) 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;
(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 Armour Agent; 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.
Together such conditions the “Licence Restrictions”.
11. ACCEPTABLE USE RESTRICTIONS
As a condition of being granted access to the App and the Services all Users agree that they shall:
(a) not to use the App or any Service if they are under the age of 18.
(b) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, 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;
(c) not use the App to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is or which would be unlawful, or which that User does not possess all necessary regulatory permissions to lawfully perform;
(d) not use the App to promote the goods or services of a third party;
(e) not to use the App to send communications that would be considered to be spam;
(f) 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 Agreement);
(g) not upload to the App any data, material or information which is false or misleading in any way;
(h) treat all other Users with respect and courtesy at all times;
(i) respect the diversity of other Users and their opinions, thoughts and beliefs;
(j) refrain from transmitting any material that is defamatory, offensive or otherwise objectionable via the App;
(k) 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;
(l) not collect, extract or harvest any information or data from the App, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; and
(m) refrain from using the App for any unlawful purposes in relation to other users, including without limitation for stalking, harassing, or intimidating any other User.
Together such conditions the “Acceptable Use Restrictions”.
11.2. Users agree that they shall not approach any other User in respect of Assignments, or related security services, outside of the App. Such direct solicitation is expressly prohibited and Armour Agent reserves the right to immediately suspend provision of the Service to any individual or organisation suspected of engaging in such conduct.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. You acknowledge that all intellectual property rights in the App and the Online Specification 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 Agreement.
12.2. 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 Armour Agent 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 Armour Agent from any breach by you of this clause 8.2.
12.3. You acknowledge that you have no right to have access to the App in source-code form.
13.1. 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 Online Specification; and
(b) that the Online Specification correctly describes the operation of the App in all material respects,
for a period of 7 days from the date on which the App is downloaded or streamed to your Device.
13.2. 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 Agreement; and
(c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
13.3. Armour Agent makes no warranty that:
13.3.1. the App will be available at all times, or that provision of it will be uninterrupted or error free;
13.3.2. that any representation made by any User is or is not true or accurate. In particular Armour Agent does not warrant that it has checked or will check the accuracy of any statement by any individual that they hold any particular qualification, registration or status – Users are responsible for carrying out their own checks of counterparties qualifications whenever they enter into an Assignment.
13.4. 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 or its use by you.
14. LIMITATION OF LIABILITY
14.1. 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 Online Specification meet your requirements.
14.2. You acknowledge that Armour Agent does not review user postings, ratings, representations, comments or other uploaded content. Accordingly you agree that Armour Agent shall not be liable or responsible for any such user-generated content.
14.3. We shall only be responsible for loss or damage you suffer that is a direct and foreseeable result of our breach of this Agreement or our negligence up to the limit specified in clause 11.4, but we are not responsible for any indirect, consequential or unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach at the time we entered into this Agreement with you. Further, Armour Agent shall not in any circumstances be liable for any loss of profit, loss of business, loss of contracts, or loss of business opportunity that you may suffer as a result of your use of the App, whether such loss arises directly, indirectly or otherwise.
14.4. Our maximum aggregate liability under or in connection with this Agreement 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 the Service Fee collected by Armour Agent in relation to Assignments to which you have been a party 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 clause 10.5.
14.5. Nothing in this Agreement 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.
14.6. Armour Agent accepts no responsibility for the lawfulness or compliance of any Assignment. You are and will remain responsible for your compliance with local laws at all times, including in your offering, conducting and performance of Assignments.
15.1. We may terminate this Agreement immediately by written notice to you:
(a) if you commit a material or persistent breach of this Agreement 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 in any way, whether or not such breach is remediable;
(c) if Armour Agent has any reason to suspect that your use of the App is unlawful, or that it would bring Armour Agent and/or other users or the App into disrepute; and
(d) if Armour Agent withdraws the App from service, or otherwise reorganises or restructures its business so as to necessitate the termination or suspension of provision of the App to you.
15.2. On termination for any reason:
(a) all rights granted to you under this Agreement shall cease;
(b) you must immediately cease all activities authorised by this Agreement, 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 Online Specification then in your possession, custody or control and certify to us that you have done so.
15.3. In addition to its rights set out above Armour Agent 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 Agreement or have otherwise acted in a fashion which it considers may bring or has brought its reputation into disrepute.
16. COMMUNICATION BETWEEN US
16.1. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail to [email protected]
16.2. 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 the address you provide to us in your request for the App.
17. EVENTS OUTSIDE OUR CONTROL
17.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement 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”).
17.2. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
(a) our obligations under this Agreement 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 Agreement may be performed despite the Event Outside Our Control.
18.1. You undertake to indemnify and hold Armour Agent 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 Armour Agent may become liable as a result of your use of the App, and (c) any classification of you as an employee of Armour Agent (or similar) by any tax authority or employment tribunal.
19. OTHER IMPORTANT TERMS
19.1. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
19.2. You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
19.3. If we fail to insist that you perform any of your obligations under this Agreement, 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.
19.4. Each of the conditions of this Agreement 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.
19.5. Please note that this Agreement, 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 exclusive jurisdiction.
19.6. The use of this App is lawful in England and Wales. Should you choose to use the App, either as a Provider or Demander, anywhere else in the world you are responsible for checking local law and ensuring your compliance with the same.