Worker Service Provider Agreement

1. Interpretation

1.1In this Agreement, the following terms have the following meanings.

1.2"Agreement" means this Service Provider Agreement together with any schedules and any policies referenced herein, as updated from time to time.

1.3"Company", "we", "us" means KT Partners Ltd, a company registered in England and Wales with company number 14433679, trading under the brand name "Trady", whose registered office is at 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE.

1.4"Customer" means a person or business that posts a Job on the Platform.

1.5"Job" means a request for trade services posted by a Customer through the Platform and accepted by the Worker.

1.6"Job Value" means the price agreed between the Worker and the Customer for a particular Job, exclusive of any platform fees charged to the Customer.

1.7"Platform" means the Trady website, mobile application and any related services operated by the Company.

1.8"Completion" means the point at which the Customer marks a Job as complete in the Platform, or 72 hours after the Worker marks the Job as complete with no objection raised by the Customer (whichever is earlier).

1.9"Worker", "you", "your" means the self-employed tradesperson or trade business who has registered on the Platform and accepted these terms.

2. Nature of the relationship

2.1You are an independent contractor in business on your own account. You are not an employee, worker (within the meaning of section 230(3)(b) of the Employment Rights Act 1996), agent, or partner of the Company for any purpose.

2.2Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, employment or franchise relationship between the Company and you.

2.3You are solely responsible for:

• payment of all income tax, National Insurance contributions, VAT and any other taxes arising from your use of the Platform;
• compliance with all applicable laws relating to self-employment in the United Kingdom, including registration with HM Revenue & Customs as self-employed where required;
• your own health and safety compliance, including risk assessments and safe systems of work;
• providing your own tools, equipment, materials and transport;
• arranging your own substitute or assistant where you are unable or unwilling to perform a Job personally, subject to the substitute meeting the eligibility criteria in clause 4.

2.4You are free to:

• set your own prices for Jobs (the price ranges shown to Customers by the Platform's cost estimator are guidance only, are non-binding on you, and are not set by the Company for you);
• accept or decline any Job offered to you, without explanation and without penalty (subject only to the cancellation provisions in clause 6 which apply after acceptance);
• decide your own working hours, the locations within Greater London at which you wish to work, and which Customers you wish to work for;
• provide services through other platforms, agencies or directly to your own customers in parallel with your use of the Platform.

2.5The Company does not direct, supervise or control the manner in which you carry out your services, save for minimum standards reasonably necessary to protect Customers, the integrity of the Platform and compliance with this Agreement.

3. Role of the Company

3.1The Company operates the Platform as an introducer and intermediary between Customers and Workers. The Company is not a party to the contract for services formed between the Worker and the Customer in respect of any Job.

3.2When a Customer accepts a Worker's quote, a binding contract is formed directly between the Customer and the Worker for the performance of the Job, on the terms agreed between them and subject to the Customer Terms of Service.

3.3The Company facilitates the introduction, the payment flow (via Stripe), the dispute resolution process, and the collection of reviews. The Company does not warrant the quality, safety, legality or outcome of any Job carried out by a Worker.

3.4The Company may, but is not obliged to, offer additional services such as marketing, training, insurance brokerage referrals or business support tools. Use of any such additional services is voluntary.

4. Worker eligibility and verification

4.1To register on the Platform, you must:

• be aged 18 years or over;
• have the legal right to work in the United Kingdom;
• hold all trade qualifications, certifications and licences required by UK law for the services you intend to offer, including (where applicable) Gas Safe Register registration for gas work; NICEIC, NAPIT or equivalent registration for electrical work that requires Part P notification; an appropriate enhanced DBS certificate for cleaning services and any other services involving regular access to occupied homes; and any City & Guilds, NVQ or equivalent qualifications relevant to your trade;
• hold valid Public Liability Insurance with a minimum indemnity limit of £1,000,000 (one million pounds), in your name or in the name of your trade business;
• provide proof of identity in the form of a current government-issued photo ID;
• successfully pass the Company's identity and document verification process.

4.2You agree to notify the Company in writing within 7 days if any of the requirements in clause 4.1 cease to be met, including expiry, suspension or revocation of any qualification, certification, licence or insurance policy.

4.3The Company reserves the right to remove you from the Platform at any time if any eligibility requirement is no longer met, without liability to you. The Company will use reasonable endeavours to give you advance notice and an opportunity to remedy where the breach is capable of remedy.

4.4The Company verifies documentation provided by you against publicly available registers and records where possible. Such verification is for the Company's internal risk-management purposes and does not constitute a recommendation, warranty or endorsement of you to any Customer.

5. Commission and payment

5.1Upon Completion of each Job, the Company shall deduct a commission of 5% (five percent) of the Job Value before releasing the balance to you. The commission is set out in Schedule 1 below.

5.2Customer payment for each Job is collected in advance by the Company's payment processor, Stripe Payments UK, Ltd, and held in a Stripe-managed account pending Completion. Funds are not held by the Company directly.

5.3Payment to you shall be initiated within 2 (two) business days of Completion via your nominated bank account on file with Stripe. Actual receipt times depend on your bank.

5.4If a Customer disputes a Job, the Company may withhold the disputed amount in escrow pending resolution under clause 9. The Company will notify you within 24 hours of any dispute being raised.

5.5You are responsible for issuing any necessary VAT invoices to Customers if you are VAT registered. The Company will provide you with a monthly statement of Jobs and commissions deducted to assist with your accounting.

5.6Save as expressly set out in this Agreement, there are no monthly fees, subscription charges, lead fees or upfront costs payable by you to the Company. The 5% commission on Completed Jobs is the sole charge payable by you for use of the Platform.

6. Cancellations

6.1You may cancel an accepted Job at any time before attendance by notifying the Customer and the Company through the Platform. The Company recognises that genuine emergencies and bona fide professional reasons (e.g. illness, conflicting safety obligations) may require cancellation.

6.2Frequent cancellations after acceptance may affect your visibility on the Platform under clause 9, but no monetary penalty applies in respect of cancellations made:

• more than 24 hours before the agreed start time;
• for any reason of personal or family emergency, illness, or safety;
• where the Customer has materially misrepresented the nature, scope or location of the Job.

6.3Where you cancel within 24 hours of the agreed start time other than for the reasons in clause 6.2, the Company may, acting reasonably, charge a goodwill payment of up to £25 to the Customer's account on your behalf, deducted from your next Job payment, to compensate the Customer for short-notice disruption.

6.4If the Customer cancels after you have accepted a Job and you have already attended site or incurred reasonable preparation costs, you are entitled to a cancellation fee from the Customer in an amount agreed at the time of booking, which the Company will use reasonable endeavours to collect on your behalf.

7. Worker obligations and standards

7.1You agree to:

• carry out all Jobs with reasonable skill and care, consistent with professional standards expected in your trade;
• arrive at the agreed time and location, or provide adequate notice if unable to do so;
• treat all Customers with respect, courtesy and professionalism, and not discriminate against any Customer on the basis of any protected characteristic under the Equality Act 2010;
• comply with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974;
• comply with all relevant building regulations, British Standards and trade-specific codes of practice;
• maintain accurate and up-to-date profile information on the Platform;
• not use the Platform for any unlawful purpose or in any manner that could bring the Company or the Trady brand into disrepute.

7.2You shall not solicit or accept payment from a Customer outside the Platform for any Job that originated through the Platform for a period of 12 months from the date of the last Completed Job with that Customer. This restriction protects the Company's legitimate business interest in the introduction it has made and is reasonable in scope.

7.3Nothing in clause 7.2 prevents you from working for the same Customer in a wholly independent capacity unrelated to any introduction made through the Platform, provided you can demonstrate the relationship pre-dated the Platform introduction.

8. Liability and insurance

8.1You accept full liability for any damage, loss, injury or death caused to any person or property as a result of your negligence, breach of contract or breach of statutory duty in connection with any Job.

8.2The Company acts solely as an intermediary platform and does not accept liability for the quality, safety, legality or outcome of any work carried out by you. Any contract for the performance of a Job is between you and the Customer.

8.3You shall maintain throughout the term of this Agreement valid Public Liability Insurance of at least £1,000,000 and shall provide evidence of such insurance upon request. You shall notify the Company within 7 days of any material change in cover, claim made under your policy, or non-renewal.

8.4Subject to clause 8.5, the Company's total aggregate liability to you arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total commission earned by the Company from you in the 3 (three) months preceding the event giving rise to the claim.

8.5Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

9. Disputes, ratings and visibility

9.1In the event of a dispute between you and a Customer, either party may raise a formal dispute through the Platform's dispute resolution system.

9.2The Company will investigate disputes in good faith and will endeavour to reach a resolution within 72 hours. The Company's decision on the release of escrowed funds shall be final and binding for the purposes of the Platform's payment flow, save for manifest error, but does not preclude either party from pursuing the underlying contractual claim through the courts.

9.3Customers may leave reviews and ratings for Completed Jobs. Workers may report reviews believed to be false, malicious or in breach of the Platform's review policy, and the Company will assess such reports in good faith.

9.4The Company may use ratings, response times, cancellation rates and other behavioural metrics as factors in determining the order in which Workers are presented to Customers. Such ranking is operational only and does not affect the contractual relationship under this Agreement.

10. Intellectual property

10.1All intellectual property rights in the Platform, including the Trady brand, logo, software, content and database, are and shall remain the sole property of the Company or its licensors.

10.2You grant the Company a non-exclusive, royalty-free, worldwide licence to use your business name, trading name, logo, photographs of your work (with your consent), and details of completed Jobs for the purpose of operating, promoting and improving the Platform.

10.3You retain ownership of all intellectual property in any photographs you upload of your own work. You may withdraw the Company's licence to use any specific image at any time by notice through the Platform.

11. Termination

11.1Either party may terminate this Agreement for convenience by giving 30 days' written notice to the other.

11.2The Company may terminate this Agreement immediately and without notice if you:

• commit any act of fraud, dishonesty or serious misconduct;
• cause injury or serious damage to a Customer or their property in circumstances suggesting wilful misconduct or gross negligence;
• lose any required certification, licence or insurance and fail to remedy within 14 days;
• commit a material breach of this Agreement that, where capable of remedy, you fail to remedy within 14 days of written notice;
• are subject to credible safeguarding concerns or a credible allegation of unlawful conduct toward a Customer;
• become insolvent, enter into a voluntary arrangement, or have a bankruptcy order made against you.

11.3Upon termination, all outstanding payments due to you shall be processed in the normal course, provided no active disputes exist. Clauses 7.2, 8, 10, 12 and 14 shall survive termination.

12. Data protection

12.1The Company processes your personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and the Company's Privacy Policy.

12.2You consent to the Company sharing your name, trade, photo, rating, profile information and quote details with Customers for the purpose of facilitating Job matches and contracts.

12.3Where the Company collects, retains or processes any DBS information you provide, it will do so in accordance with the DBS Code of Practice and will not retain such information for longer than reasonably necessary.

12.4You have the right to access, rectify, erase, restrict and port your personal data, and to object to processing, in accordance with UK GDPR. The Privacy Policy explains how to exercise these rights.

13. Changes to this Agreement

13.1The Company may amend this Agreement from time to time. Where amendments materially affect your rights or obligations, the Company will give you at least 30 days' advance notice by email and through the Platform.

13.2If you do not agree to a material amendment, you may terminate this Agreement under clause 11.1 before the amendment takes effect. Continued use of the Platform after the effective date constitutes acceptance of the amended terms.

14. General

14.1Notices under this Agreement may be given by email to the address registered on the Platform or, in the case of notices to the Company, to legal@trady.co.uk.

14.2If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.3No failure or delay by either party to exercise any right under this Agreement shall constitute a waiver of that right.

14.4This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or understanding relating to its subject matter.

14.5A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15. Governing law and jurisdiction

15.1This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.2The parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Schedule 1 — Commission structure