Terms and Conditions of Supply of Services
Kanda Products and Services Ltd (company number 11330964), trading as Kanda, provides use of its platform for creating quotes, booking jobs and receiving payment online. Use of the Platform (as defined below) is subject to these Terms of Use.
When you accept a Quote using the Site you agree to these Terms and Conditions of Supply of Services ("Terms"). These Terms are in addition to the Website Terms of Use, which can be found at https://www.kanda.co.uk/terms-and-conditions
1. Interpretation
1.1. The following terms shall have the following meanings when used in these Terms of Use (save where the context clearly and unambiguously requires otherwise):
Agreement: means the agreement between the Company and the Customer that is subject to these Terms.
Applicable Authority: means a regulatory body to which regulates the Subscriber’s trade or to which the Subscriber is a voluntary member.
Applicable Regulations: means the codes, regulations, orders and other rules applying to the Works including the Building Act 1984, the Building Act 2000 and other UK Building Regulations published at https://www.gov.uk/government/collections/approved-documents and https://www.gov.uk/building-regulations-approval.
Account: means a User’s registered account with the Platform.
Business Day: means a weekday which is not a public holiday or a weekend in the United Kingdom.
Company: means Kanda Product and Services Ltd, company number 11330964, a company registered in England and Wales.
Customer/you: means the legal person who enters into a Customer Contract with Subscriber.
Customer Contract: means the contract the Subscriber agrees with the Customer for the Works.
Data Controller: shall have the meaning of ‘data controller’ set out in the Data Protection Legislation.
Data Processor: shall have the meaning of ‘data processor’ set out in the Data Protection Legislation.
Data Protection Legislation: means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individuals’ rights in their personal data and the protection of their privacy.
Data Subject: shall have the meaning of ‘data subject’ set out in the Data Protection Legislation.
DPA: means the Data Protection Act 2018.
GDPR: means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.
Intellectual Property: means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
Job Price: means the total sum to be paid by the Customer for the Works as agreed between the Customer and Subscriber.
Payment Account: means the account operated by the Payment Provider.
Payment Provider: means any third-party holding account(s) and payment provider(s) appointed by the Company that operate(s) the Payment Account.
Personal Data: shall have the meaning set out in the Data Protection Legislation.
Personal Data Breach: shall have the meaning set out in the Data Protection Legislation.
Platform: means the Company’s online platform Kanda connecting Subscribers and Customers, accessible at the Site.
Premises: the location where the Works are to be carried out as fully described in the Customer Contract.
Privacy Policy: means the Company’s privacy policy as updated from time to time which can be found at https://www.kanda.co.uk/privacy-policy.
Processing and Process: shall, when used in the context of activity relevant to Data Protection Legislation, have the meaning set out in that Data Protection Legislation.
Quote: means Subscriber’s offer for the Job Price as submitted to the Customer through the Platform.
Services: the provision of the Platform and other services provided by the Company to the Subscriber in relation to the Platform.
Service Levels: means the service levels set out in the Appendix to these Terms of Use.
Site: means https://www.kanda.co.uk or such other URL as may be used by the Company from time to time.
Terms of Use: means these terms and conditions for the use of the Platform, as updated from time to time and found at https://www.kanda.co.uk/terms-of-service.
Tradesperson: means a Tradesperson subscriber to the Platform who provides Quotes and Works to the Customer.
User: means a Subscriber, Customer or visitor to the Site.
Works: means the Works to be provided to the Customer by the Subscriber under the terms of the Customer Contract.
Writing: means any form or writing including, without limitation, email and electronic communications through the Platform.
1. Booking Process
2.1. when you receive a Quote from a Tradesperson via the Platform, you will be able to:
(a) review the Quote;
(b) review the Tradesperson’s references (where available);
(c) request amendments to the Quote;
(d) communicate with the Tradesperson directly to discuss details of the Quote, confirm the Job Price and accept the Job Price, and;
(e) accept or reject the Quote.
2.2. If any part of the Quote is not accepted by you the Tradesperson may amend the Quote and re-submit to you through the Platform.
2.3. If you accept a Quote a legal contract is formed between you and the Tradesperson for the Tradesperson to provide the Works in consideration of the Job Price and in accordance with any terms set out in the Quote. Once accepted by you as the Customer, the Job Price may not be amended without agreement by you in accordance with clause 4 or in accordance with the change control provisions in these Terms.
2.4. When you have agreed the Quote, you can choose to pay the Job Price via the payment portal on the Platform and in accordance with the payment terms set out in clause 7.
2.5. The Tradesperson is responsible for the performance of the contract between the Customer and Tradesperson. The Company has no liability to you for any failure by the Tradesperson to perform the Works in accordance with the Quote or these Terms, however we will use reasonable endeavours to assist if a dispute arises in accordance with clause 13.
2.6. The Company shall not be responsible for the provision of any materials and/or equipment in relation to the Works.
3. Company's Obligations
3.1. The Company will operate the Platform in accordance with applicable laws and will use its reasonable endeavours to ensure that the Platform will be available in accordance with the Service Levels save where otherwise expressly provided for by these Terms.
3.2. Outages or service interruptions may be made by Company when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the Platform. The Company will use reasonable endeavours to minimise the outages or service interruptions.
3.3. If outages or service Interruptions are required under clause 3.2 (“Scheduled Interruptions”) Company will endeavour to schedule Scheduled Interruptions so as to minimise impact on the Services and will make reasonable endeavours to notify the Customer of the anticipated commencement time of the Scheduled Interruptions and its estimated duration.
3.4. Company warrants to and undertakes with the Customer that:
(a) Company will use its reasonable efforts to provide the Services and to exercise reasonable care and skill and in accordance with these Terms;
(b) Company has full right power and authority to provide the Services to the Customer in accordance with these Terms;
(c) Company has all requisite registrations under UK Data Protection Legislation and will maintain such registrations throughout the Term and will comply with the provisions of such legislation; and
(d) Company will at all times comply with Data Protection Legislation.
3.5. Except for the express warranties set forth in clause 3.4, the Services are provided on an “as is” basis, and your use of the Services is at your own risk. Company does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.
3.6. Company does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Company will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Company cannot guarantee that such events will not occur. Accordingly, Company disclaims any and all liability resulting from or related to such events.
4. Change Request
4.1. 4.1. Following acceptance of a Quote, if you wish to make any changes to instructions or any additional requests for the Works you must communicate them to the Tradesperson directly.
4.2. Any changes shall be subject to additional agreement between you and the Tradesperson including without limitation changes to the Quote, and/or Job Price, and such changes will be recorded via the Platform.
4.3. If you agree to any additional fees in relation to the changes, you will make the relevant payment into the Payment Account in accordance with clause 7.
5. Communications Conduct
5.1. Tradespersons and Customers may use the Platform to communicate instructions and questions relating to the Works.
5.2. You acknowledges that you use the Platform at your own risk and that the Company is not responsible for the conduct or activities of the Tradesperson or any other User.
5.3. You acknowledges and accept that:
(a) the Company accepts no responsibility for any interaction between Users, whether that interaction occurs via the Platform or not.
(b) the Company makes no warranty or representation as to the accuracy of any information provided by any User.
(c) the Company makes no warranty as to the character, skills, capabilities and/or credentials of any User.
5.4. You may register a complaint about a Tradesperson’s behaviour via email at help@kanda.co.uk.
5.5. The Company may suspend or delete any User that the Company deems to have conducted itself inappropriately.
5.6. The Company’s decision whether or not to suspend or delete an Account is at its absolute discretion. The Company’s decision shall be final and not subject to review.
6. Completion
6.1. When the Tradesperson has completed the Works you will be notified via the Platform (Completion Notification).
6.2. You will have 3 Business Days from the date of the Completion Notification (Acceptance Period) to do any of the following via the Platform:
(a) confirm acceptance of the Works (Customer Acceptance);
(b) request changes to the Works; or
(c) report an issue with the Works and/or request a refund.
6.3. The Company shall authorise the Payment Provider to release payment of the Job Price from the holding account within 5 Business Days from the date of Customer Acceptance. If at the completion of the Acceptance Period you fail to either submit Customer Acceptance, request any changes or report any issues, then you shall be deemed to be satisfied with the quality of the Works. The Company shall release payment to the Tradesperson within 5 Business Days from the completion of the Acceptance Period and you will have no recourse or remedy thereafter.
6.4. In the event the Customer requests a change to the Works under clause 6.2(b):
(a) Where the requested change(s) to the Works are within the scope of the Quote, the Tradesperson shall complete such changes before to the confirming completion of the changes via the Platform for Customer Acceptance, and the procedure set out in clause 2 will re-commence; or
(b) Where the requested change(s) to the Works are outside of the scope of the Quote, then the change request procedure under clause 4 shall apply.
6.5. Following Customer Acceptance of the Works, you may complete a feedback form to rate your experience with the Tradesperson and your level of satisfaction regarding the Works. You agree to provide accurate information and not to unreasonably give the Tradesperson a low or misleading rating.
7. Payment Terms and taxes
7.1. Your payment of the Job Price into the Payment Account shall be processed via your credit card, PayPal account or other such payment method as allowed for by the Company and/or the Payment Provider from time to time.
7.2. You acknowledge that you accept the terms of the Payment Provider at https://stripe.com/docs/connect/updating-accounts#tos-acceptance when accepting a Quote.
7.3. Unless stated otherwise, the Job Price shall be paid in British pounds.
7.4. Value Added Tax will be applied to the Job Price if applicable.
8. Cancellations and Refunds
8.1. If you cancel the Works, other than as required by law, the Job Price will be refunded (partial or full, as applicable) only in the following circumstances and subject to the Company’s absolute discretion:
(a) the Tradesperson has not commenced work on the Works and such non commencement is verified by the Company;
(b) the Tradesperson and the Customer mutually agree to cancel the Works;
(c) the Tradesperson has not provided final delivery of the Works for reasons not due to the Customer’s delays in providing instructions, feedback, materials or any other thing reasonably requested by the Tradesperson to provide the Works; or
(d) the Customer notifies the Company and the Tradesperson within the Acceptance Period that it is not satisfied with the quality of the Works and either:
(i) the Customer and the Tradesperson resolve directly with each other that the Customer shall be issued a refund (and notify the Company in writing of their decision); or
(ii) the Customer and the Tradesperson agree to allow the Company to resolve the matter in accordance with clause 13, following which the Company determines, acting reasonably and in its absolute discretion, that the Work is not of satisfactory quality.
Where a refund is requested by the Customer in the circumstances outlined in clause 8.1(d) the Company shall only process a refund to the Customer where the Tradesperson has failed to respond to the Company’s notification.
9. Intellectual Property in the Platform
9.1. You agree and accepts that the Platform is, and shall remain, the Intellectual Property of the Company (or its licensors) and you undertake not to directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in or underpinning the Platform or any documentation associated therewith.
9.2. Without prejudice to your rights in your own materials, the parties hereby agree that you shall not acquire any Intellectual Property Rights whatsoever in respect of the Platform, documentation and other materials used by you in connection with or related to the provision of the Services hereunder.
9.3. Company warrants that it has all necessary right, title and interest to enable you to benefit from the Services in accordance with these Terms.
10. Termination
10.1. The Company may suspend or close (at Company’s sole discretion) your Account if you commit any material breach of these Terms and which, in the case of a breach capable of being remedied, shall not have been remedied within 30 days of a written request by the other party to remedy the same.
10.2. This Agreement shall be deemed terminated if your Account is closed in accordance with clause 10.1.
10.3. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such.
11. Third Party Dependencies
11.1. You acknowledge that the Platform is dependent on third-party services, including but not limited to:
(a) the Payment Provider;
(b) telecommunications services;
(c) hosting services;
(d) email services; and
(e) analytics services.
11.2. You acknowledge that the Company shall not be responsible or liable in any way for:
(a) interruptions to the availability of the Platform due to third-party services;
(b) payment delays due to third-party services; and/or
(c) information contained on any linked third-party website.
12. Liability & Indemnity
12.1. You agree to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with your use of or conduct in connection with the Platform, including any breach of these Terms.
12.2. To the fullest extent permissible at law, in no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not such damage or business interruption was foreseeable by either party.
12.3. To the extent not excluded by clause 12.2 or otherwise, the total aggregate liability of the Company to you, whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed £1,000.
12.4. The exclusions in Clause 12.2 shall apply to the fullest extent permissible at law but do not exclude liability for:
(a) death or personal injury caused by the negligence of Company, its officers, employees, contractors or agents; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or
(d) any other liability which cannot be excluded by law.
12.5. Company shall not be liable for any loss or damage of whatsoever nature suffered by you arising out of or in connection with any act, omission, misrepresentation or error made by or on your behalf or arising from any cause beyond Company's reasonable control.
12.6. You accept that Company is in no way liable for any virus or other contaminants which enter your email system or computer network via email.
13. Dispute Resolution
13.1. Any disputes between a Tradesperson and a Customer (each a “Disputing Party”) shall be resolved directly between the Disputing Parties and/or subject to any dispute resolution mechanisms under the Customer Contract where applicable. Should such a dispute arise, each Disputing Party agrees to co-operate with the other and to make a genuine attempt to resolve the dispute.
13.2. Where the Disputing Parties are unable to resolve the dispute in accordance with clause 13.1 above, then either Disputing Party may refer the dispute to the Company for the Company to resolve.
13.3. In the event the dispute has been referred to the Company in accordance with clause 13.2, each of the Disputing Parties agrees:
(a) to promptly co-operate with any of the Company’s requests and its investigation into the dispute; and
(b) that the Company is entitled either to refer the dispute to an Applicable Authority who will determine the dispute and inform the Company or their decision, or to instruct at its sole discretion an independent expert in the relevant field (Independent Expert) to make a final determination based on the information supplied by the Disputing Parties. The Independent Expert may inspect the Works at the Premises. The Company will adhere to the decision of the Independent Expert and will accordingly, without liability to either of the Disputing Parties, direct the Payment Provider to make any applicable refunds or payments accordingly. Any such determination will be notified by the Company to each Disputing Party (Determination Notice), will refer to their rights under clauses 13.4 and 13.5 below and any payment or refund arising from such determination will not be affected until the expiry of the later of the following:
(i) the expiry of 10 Business Days from the date of the Determination Notice where a Dispute Notice is not given within that period in accordance with clause 13.5 below; or
(ii) the expiry of 20 Business Days from the date of the Determination Notice where a Dispute Notice is given in accordance with clause 10.5 below.
13.4. If either of the Disputing Parties takes issue with the determination of the Independent Expert and Company’s actions in relation to it under clause 13.3.(b), then that Disputing Party may lodge that dispute with the Company in accordance with clause 13.5 below.
13.5. If any dispute arises between the Company and a Tradesperson in connection with these Terms (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
(a) includes or is accompanied by full and detailed particulars of the Dispute; and
(b) is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
13.6. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute and notify the Company of the outcome.
13.7. Nothing in this clause prevents any party from instituting court proceedings in respect of a dispute.
14. Anti-Bribery
14.1. You agree, and the Company agrees to:
(a) comply with all applicable laws, regulations, mandatory codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);
(b) have and maintain in place throughout the term of these Terms their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and to enforce them where appropriate;
14.2. Any breach of this Clause 14 shall be deemed a material breach of these Terms.
15. Privacy
15.1. The Company undertakes to act in accordance with the provisions of the Data Protection Legislation in relation to the data that it collects about the Customer.
15.1. The Privacy Policy sets out how the Company handles personal information of Users.
15.1. The Company may use cookies (small electronic tracking codes) to improve a User’s experience while browsing, while also sending browsing information back to the Company. You may manage how it handles cookies in its own browser settings.
16. Data Protection
Processor's Obligations
16.1. The parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
16.2. The parties agree that for the purposes of the Data Protection Legislation you are the Data Controller and the Company shall be the Data Processor in respect of any Personal Data which is transferred from you to the Company in accordance with these Terms. Such processing shall take place during the provision by the Company of the Platform in accordance with these Terms.
16.3. You consent to the Company appointing third party processors to process the Personal Data under these Terms. Where the Company appoints a third party to process Personal Data it shall only use Data Processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the Data Protection Legislation and ensures the protection of the rights of Data Subjects.
16.4. The Company shall:
(a) only process the Personal Data for the performance of its obligations pursuant to these Terms and/or in accordance with your written instructions unless otherwise required by the laws to which the Company is subject; in such a case, the Company shall inform you of that legal requirement before processing, unless that law prohibits such disclosure from being made;
(b) ensure that its personnel with access to the Personal Data are subject to a strict duty of confidentiality or are under an appropriate statutory obligation of confidentiality;
(c) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological developments and the costs of implementing any measures;
(d) ensure that, where it does engage with a third party processor in accordance with clause 16.3, it will enter into a written agreement incorporating substantially similar data protection obligations set out in these Terms;
(e) assist you to the extent reasonably required, in responding to any Data Subject request which concerns the exercise of that Data Subject’s right under the Data Protection Legislation (subject to the reimbursement by you of all costs reasonably incurred in the course of the same);
(i) assist in ensuring compliance with the obligations under Article 32 to 36 of the EU GDPR, including in respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (subject to the reimbursement by you of all costs reasonably incurred in the course of the same);
(ii) notify you without undue delay after becoming aware of any relevant Personal Data Breach;
(iii) at your written instruction securely delete or return your Personal Data and copies thereof on termination of these Terms unless the applicable law requires storage of that Personal Data; and
(iv) maintain records of all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the EU GDPR and grant you access to the Company’s processing facilities to conduct audits and inspections (subject to your reimbursement of all costs reasonably incurred in the course of the same); and
16.4.2. immediately inform you if, in its opinion, any instruction given by you infringes the Data Protection Legislation or any other applicable data protection provisions.
17. Data Protection Indemnity
17.1. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to clause 16. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, and; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.
17.2. The parties acknowledge that to the extent that either party is a Data Processor pursuant to these Terms it will be reliant on the other, the Data Controller, for direction as to the extent to which the Data Processor is entitled to use and process the relevant Personal Data. Consequently, the Data Processor will not be liable to the Data Controller for any claim brought by a Data Subject arising from any action or omission by the Data Processor, to the extent that such action or omission resulted directly from the Data Controller's instructions.
17.3. Subject to and in accordance with Data Protection Legislation, you consent to the Company collecting data about your use of the Platform and to it providing such data to any governmental or regulatory body in any fashion that it is required to do in order to comply with any applicable law and regulations.
18. Electronic Communication, Amendment & Assignment
18.1. You can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms. The Company will notify you of any change of contact details from time to time.
18.2. The Company will send you notices and other correspondence to the details that you have provided to the Company, or that you notify to the Company from time to time. It is your responsibility to update its contact details as they change.
18.3. A consent, notice or communication under these Terms is effective if it is sent as an electronic communication unless required to be physically delivered by law.
18.4. Notices must be sent to the parties’ most recent known contact details.
19. General
19.1. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.
19.2. Relationship. The relationship of the parties to this Agreement does not constitute a joint venture, agency or partnership.
19.3. Third Party Rights. No term of these Terms is intended to confer a benefit on or to be enforceable by, any person who is not a party to these Terms and the Contract (Rights of Third Parties) Act 1999 does not apply to these Terms.
19.4. Waiver. No infringement of these Terms will be deemed waived unless such waiver is provided in writing.
19.5. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms.
19.6. Governing Law.
(a) These Terms 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.
(b) 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 these Terms or its subject matter or formation.
19.7. Time. Time is of the essence in these Terms.
19.8. Severability. Any clause of these Terms, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms.
19.9. Interpretation. The following rules apply unless the context requires otherwise:
(a) headings are only for convenience and do not affect interpretation;
(b) the singular includes the plural and the opposite also applies;
(c) if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;
(d) a reference to a clause refers to clauses in these Terms;
(e) a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
(f) mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
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