Terms of Service
Freelancers

Effective Date: May 15, 2024

We are UpTalent Limited trading as FlairMakers. We offer a trusted online digital platform though our digital platform allowing freelance hospitality professionals to be matched with business Partners in the hospitality sector who need short-term, project-based freelance services.

FlairMakers is not a hospitality business, or an employment agency. FlairMakers provides a Site for Partners to connect with Talent for the Talent’s services.

By registering for an account on the Site, or by clicking on the “accept” button below you agree to these Terms of Service which will bind you.

Please read it together with our privacy policy before you register and use the Site.

You must be at least 18 years old to use the Site. Any use of, or access to any Services by anyone who is younger than 18 years of age is unauthorized, unlicensed and violates these Terms. By using any Services, you represent and warrant that you are at least 18 years of age.

1. Definitions

“App” means our desktop and mobile App through which Talent can access the Site and Services;

“Engage(s)”, “Engagement” or “Engaged” means a temporary role posted on the Site by a Partner;

“Engagement Order” means the selection of a Talent by a Partner for an Engagement in accordance with Clause 4 of these Terms;

“Fees” means the fees payable by the Partner under these Terms, including the Service Fee and the Talent Fees;

“FlairMakers”, “we”, or “us” means UpTalent Limited trading as “FlairMakers”;

“Partners”, “you” or “your” means a business who accesses our Site and/or uses our Services for the purposes of connecting with freelance Talent for a particular Engagement;

“Payment Terms” means FlairMakers payment process that governs payments between Partners, FlairMakers and Talent, as further described in Clause 4.6;

“Service Fee” means the fee(s) paid by a Partner to FlairMakers for each Engagement calculated as a percentage of the Talent Fees for the relevant Engagement. Details of these fees and their calculation can be found on the Site and are visible to Partners and Talent before the Engagement Order is validated and accepted.;

“Services” means all services, features and functionalities provided by FlairMakers, on the Site, to facilitate the connection of Talent to Partners;

“Site” means our online digital platform, including our mobile App, that connects Talent with Partners, and any other application or technology we may use to provide the Services;

“Talent” means a self-employed freelance professional who is registered on our Site. Talent are not employees of FlairMakers and are independent contractors;

“Talent Fees” means the fees charged by the Talent and paid by the Partner for the Talent Services for the relevant Engagement;

“Talent Services” means the services offered by the Talent on the Site;

“Terms of Service”, or “Terms” means this document (including the Payment Terms) which governs your access to and use of our Site and Services, as amended from time to time by us;

“User”, “you” or “your” means a Partner, or Talent who accesses our Site and/or uses our Services; and

“Website” means [https://flairmakers.com/] through which Users can access the Site and use the Services.

2. Terms of Service

2.1 The ultimate decision to contract with a Talent rests solely with the Partner. You agree that it is your responsibility to review, understand, and agree to the terms of any contract or Engagement Order between yourself and the Partner, including the terms of compensation for your services as a Freelancer.

2.2 The Talent’s relationship is with the Partner as an independent contractor.

3. Your Account

3.1 Talent must create an account to access the Site and keep their account accurate and up to date (particularly their email address and password).

3.2 Talent must provide FlairMakers with accurate and complete information as prompted by the account creation and registration process and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.

3.3 Talent are responsible for maintaining the confidentiality of any and all actions that take place while using their account, and must notify our Support Team right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.

3.4 Talent may not accept an Engagement or any payments in respect of an Engagement Order using any method other than through the Site and in accordance with the Payment Terms.

4. Engagement Orders

4.1 When a Partner requires Talent Services it may place an Engagement Order on the Site.

4.2 The Site is configured to send notifications of the Engagement Order, by email as well as notifications on the Site, to Talent providing Talent Services that are likely to meet the Partner’s requirements.

4.3 Any Talent that is interested may apply for the Engagement using the functionality on the Site.

4.4 The Partner may then select the Talent it prefers.

4.5 Once an Engagement has been accepted by the Partner, FlairMakers will through the Site, provide a QR code for the Engagement to the Users which must be scanned by the Talent on the day of and at the start of each new Engagement.

5. Fees and Payments

5.1 Payment processing services for Talent and Partners (sellers & buyers) on the FlairMakers platform are provided by Stripe (“Payment Service Provider”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as Talent or Partner on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to

5,2 As a condition of FlairMakers enabling payment processing services through Stripe, you agree to provide FlairMakers accurate and complete information about you and your business, and you authorise FlairMakers to share it and transaction information related to your use of the payment processing services provided by Stripe.

5.3 When posting an Engagement Order on the Site, the Partner determines the rate that it is are willing to pay (provided it does not fall below the minimum rate for the Talent Services displayed on the Site) based on various criteria, including the service location, the nature of the service described by the Partner, and potential increases due to high demand on the The price is accessible and visible to Talent before they accept the Engagement Order. The Talent has the option to negotiate the rate.

5.4 At the end of each Engagement, the Partner’s account will be debited via Stripe when FlairMakers issues to the Partner:

• 5.4.1 the invoice for the Talent Fees due to the Talent; and
• 5.4.2 the invoice for the Service Fee due to FlairMakers.

The invoices will be issued by FlairMakers automatically at the end of each Engagement, once the Partner confirms in accordance with Clause 4.6.2 above that the Engagement has been completed. All invoices, including travel and other expenses, shall be paid on the date of the invoice.

5.5 All fees and payments shall be calculated and paid in pounds

5.6 Talent authorizes FlairMakers to issue invoices and collect payments on their behalf via Stripe, under the conditions outlined herein. Talent retains responsibility for legal and tax obligations, including VAT, and must provide necessary information for invoice issuance. This billing mandate remains effective while the Talent uses the Site. Talent must pay applicable taxes, keep copies of invoices, and notify FlairMakers of any changes impacting the billing mandate.

6. Cancellations

6.1 Talent can cancel an Engagement Order 24 hours before the Engagement start date.

6.2 Where the Talent cancels and Engagement Order within 24 hours of the Engagement start date, or fails to attend an Engagement, FlairMakers shall suspend their account for seven (7) calendar days, following which the Talent’s account will be automatically reinstated.

6.3 The Talent has a period of five (5) calendar days from the date of the suspension of their account to provide FlairMakers with an explanation for the reason of their late cancellation or failure to attend the Engagement (as relevant) and FlairMakers shall consider the explanation provided by the Talent and may (at its sole discretion) restore the Talent’s account immediately. Otherwise, the Talent’s account will be reinstated at the end of the foregoing seven (7) calendar day period.

6.4 Notwithstanding the foregoing, and regardless of the explanations given by the Talent in accordance with clause 6.3 above, the Talent expressly acknowledges and agrees that in the event that it cancels an Engagement (otherwise than in accordance with Clause 6.1) and/or fails to attend an Engagement twice in the same rolling period of thirty (30) calendar days, FlairMakers may permanently suspend the Talent’s account without notice.

7. Talent Obligations

7.1 You are not obliged to accept any Engagement but if you accept an Engagement, you accept and agree that you shall:

• 7.1.1 fulfil the accepted Engagement Order, and may not cancel an Engagement Order without a reasonable explanation or reason;
• 7.1.2 co-operate with FlairMakers in the completion and renewal of all mandatory checks, including in relation to the right to work in the UK;
• 7.1.3 that nothing contained in these Terms shall be construed or have effect as constituting any relationship of employer and employee or employer and worker between any party to these Terms;

  7.1.4 be fully and exclusively responsible for the payment of any tax and any other form of levy or social security cost in respect of Talent Fees; and

• 7.1.5 fulfil each Engagement that you accept and perform such Engagements in compliance with these Terms.

7.2 You accept and agree to the following:

• 7.2.1 The Users and FlairMakers each carry out their activities in total autonomy and independence, each bearing the risks related to its own activity on the Site and through its use of the Services;
• 7.2.2 As an independent self-employed service, Talent are free to use the Site and the Services, in accordance with these Terms;
• 7.2.3 FlairMakers has no leadership powers with respect to Talent. Similarly, when receiving an offer in relation to an Engagement Order, Talent is free to accept or refuse it in compliance with these Terms;
• 7.2.4 Users are not subject to any obligation of exclusivity in relation FlairMakers and Talent is free to use other platforms, to find services that meet their skills by any other means or to provide their services to their personal clientele or through other intermediation platforms; and
• 7.2.5 Partners are free to use any other means to find service providers that meet their specific requirements.

8. FlairMakers’ Obligations

8.1 FlairMakers will:

• 8.1.1 take up and verify references relating to the Talent’s qualifications, skills, character and experience;
• 8.1.2 check the Talent’s identity;
• 8.1.3 check the validity of the Talent’s qualifications; and
• 8.1.4 check the validity of the Talent’s right to work in the United

9. Warranties

9.1 Your warrant that:

• 9.1.1 it is your intention to provide Talent Services to Partners;
• 9.1.2 you are Engaged by Partners solely as a self-employed contractor; and
• 9.1.3 you have the skills, qualifications and experience that you have entered on the Site that are necessary for the performance of the Talent Services.

9.2 You agree to indemnify and keep indemnified FlairMakers against any liability, loss, damage, cost, claim or expense arising as a result of or in connection with any claims against FlairMakers by reason of your breach of Clause 7 and Clause 9.1.

10. Ownership, Use and Intellectual Property Rights

10.1 The intellectual property rights in the Services and in any content, text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Site are owned by us and our licensors.

We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the This means, for example, that we remain owners of them and are free to use them as we see fit.

11. Disputes

You may raise a dispute in connection with any issues connected to an Engagement or any amounts due for an Engagement or an Engagement Order by contacting our Support Team.

12. Acceptable Use of the Servic

12.1 Talent must not use the Site or the Services to do any of the following things:

• 12.1.1 break the law or encourage any unlawful activity;
• 12.1.2 send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory;
• 12.1.3 infringe our or anyone else’s intellectual property rights (for example, by using or uploading someone else’s content);
• 12.1.4 transmit any harmful software code such as viruses;
• 12.1.5 try to gain unauthorised access to computers, data, systems, accounts or networks; or
• 12.1.6 deliberately disrupt the operation of anyone’s website, Site, server or business.

13. Updates to the Site

13.1 We may update the Site from time to time for reasons that include fixing bugs or enhancing functionality. We might also change or remove functionality but if we do that, we will ensure that the Site still meets the description of it that was provided to you at the time you downloaded the Site.

13.2 Updates will either download automatically or you may need to trigger them yourself, depending on your device, its settings and the Site store.

13.3 We strongly suggest that you download all updates as soon as they become available. Depending on the nature of the update, the Site may not work properly (or at all), or you may be exposed to security vulnerabilities, if you do not keep the Site updated to the latest version that we make available.

14. Changes to these Terms

14.1 FlairMakers may revise these Terms from time to time and will publish the changes on the Site.

15. External Services

15.1 The Site may enable you to access services and websites that we do not own or operate (referred to below as ‘external services’).

15.2 We are not responsible for examining or evaluating the content or accuracy of these external services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information.

15.3 You must not use external services in any way that:

• 15.3.1 is inconsistent with these Terms or with the terms of the external service; or
• 15.3.2 infringes our intellectual property rights, or the intellectual property rights of any third party.

15.4 From time to time, we may change or remove the external services that are made available through the Site.

16. Liability

16.1 FlairMakers will not be liable for any loss, injury, damage, costs or expense or delay of any nature whatsoever incurred or suffered by the Talent, including in contract, tort, negligence, or breach of statutory duty, whether of an indirect or consequential nature, including without limitation any economic loss or other loss of turnover, profits, business or goodwill arising directly or indirectly from or in any way connected with the your use of the Site or Services, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of FlairMakers.

16.2 Notwithstanding any other provision of these Terms, FlairMakers’ liability shall not be limited in any way in respect of any losses which cannot be excluded or limited by applicable law.

16.3 Your interactions with third-parties found on or through the use of the Services, including the performance of any services by such third parties and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such third parties. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or

appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Freelancers, and other service providers or recipients.

16.4 You acknowledge that in entering into these Terms, you do not do so in reliance on any representation, warranty or other provision except as expressly provided in these Terms, and any conditions, warranties or other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law. Nothing in these Terms excludes liability for fraud.

17. Failures of Networks or Hardware

The Site relies on a number of things working properly to enable you to enjoy all of its features. Many of these, such as your internet connection, your device and the Site store, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you if you are unable to use all or any part of the Site due to a poor internet connection, faulty components in your device (such as a faulty camera), Site store failure or anything else that it would not be reasonable to expect us to control.

18. Termination and Suspension

18.1 FlairMakers can permanently disable or suspend Users accounts that do not comply with any part of these Terms.

18.2 The consequences of FlairMakers permanently disabling or suspending Users accounts are as follows:

• 18.2.1 the User will no longer be allowed to use the Site or the Services and FlairMakers may remotely limit your access to it;
• 18.2.2 the User must delete the Site from any devices that it has been installed on; and
• 18.2.3 FlairMakers may delete or suspend access to any accounts that the User holds with us.

19. Third Parties

No one other than FlairMakers or the Freelancer has any right to enforce any provisions of these Terms.

20. Transferring these Terms

20.1 FlairMakers may transfer its rights under these Terms to another business without the Freelancer’s consent but will notify you of the transfer and make sure that you are not adversely affected as a result.

20.2 You are not allowed to transfer your rights under these Terms to anyone without FlairMakers prior written consent.

21. Governing Law and Jurisdiction

21.1 The laws of England and Wales apply to these Terms.

21.2 Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales.