These Terms and Conditions of Service (the “Conditions”) apply to your use as a contractor of the ‘Hoko Build’ online platform. Hoko Build is provided, owned and operated by Hoko Design Ltd, a company incorporated in Scotland with company number SC531509 and having its registered office address at 100 Main Street, Lower Largo, Leven, Fife, Scotland, KY8 6BP (“Hoko”, “us”, “our”).

The purpose of the Platform is to enable you (“Contractor”, “you”, “your”) as a contractor to note your interest in and to bid/tender for our clients’ residential building projects. We then present our clients with the bids for their project, and if you are chosen as the successful bidder, we will notify you and you will enter into a contract directly with our client for your service on the project. By registering an account on the Platform, you as the Contractor are entering into a contract which requires you to pay us the Service Fee (as defined herein) on all contracts awarded to you through the Platform.

1 Definitions and interpretation

1.1 In these Conditions, the following words and expressions have the following meanings:

“Account” means the account registered by a Contractor on the Platform;

“Additional Fee” means a fee separate other than the Service Fee charged by Hoko to the Contractor for a service which is provided by Hoko to the Contractor in connection with a Project;

“Authorised User” means an employee or subcontractor of the Contractor who is permitted to access the Platform through the Contractor’s Account through the Contractor’s login details.

“Bid” means a bid, tender or expression of interest made on the Platform by a Contractor in respect of a Project;

“Client” means a client of Hoko on whose behalf a Project is made available on the Platform;

“Client Contract” means the contract entered into between the Client and the Contractor for the Contractor’s services on the Project;

“Contract Price” means the gross price (including any retention) payable by the Client to the Contractor under the Client Contract), and increases to the gross price provided for under the Client Contract but exclusive of any VAT, discounts, rebates, reductions to or deductions provided for under the Client Contract;

“Contractor Data” means all data uploaded onto the Website and/or Platform by a Contractor or its Authorised Users;

“Data Protection Laws” means:
(a) the Data Protection Act 2018;
(b) the UK General Data Protection Regulation, Assimilated Regulation (EU) 2016/679, as amended from time to time;
(c) any laws which implement or supplement any such laws; and
(d) any laws which replace, extend, re-enact, consolidate or amend any of the foregoing;

“Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;

“Platform” means the ‘Hoko Build’ platform as updated from time to time, accessed through the Website;

“Project” means a building, design works or other project made available on the Platform by a Client;

“Project Documents” means any and all plans, drawings, specifications, designs, documents, data, CAD files and other materials made available on the Platform by Hoko and/or the Client in relation to a Project;

“Privacy Policy” means Hoko’s privacy policy accessed at https://build.hokodesign.com/privacy-policy/;

“Service Fee” means 2.5% of the Contract Price;

“Services” means the Contractor’s services to be provided under a Client Contract;

“Website” means Hoko’s website accessed at https://build.hokodesign.com or such other website through which the Platform is provided from time to time.

1.2 In these Conditions:

1.2.1 a reference to these Conditions includes its schedules, appendices and annexes (if any);

1.2.2 a reference to “writing” or “written” any mode of reproducing words in a legible and non-transitory form including emails and faxes.;

1.2.3 words in the singular include the plural and vice versa;

1.2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.5 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.6 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.7 a reference to a ‘person’ includes an individual, corporate or unincorporated body (whether or not having separate legal personality); and

1.2.8 a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.

2 The Platform and Website

2.1 The Platform is provided on an “as is” basis and the Contractor is responsible for ensuring that it fulfils its requirements. Hoko shall not be responsible or liable for any failure for the Platform to meet any requirements or purpose not held out by Hoko.

2.2 Hoko shall use reasonable commercial endeavours to ensure the continuous availability of the Website and Platform but for the avoidance of doubt does not warrant or guarantee that either the Website or the Platform will always be available or that the use of the Platform and/or Website shall be without interruption, error-free or free from bugs or cosmetic defects.

2.3 Hoko reserves the right to make the Platform and/or Website unavailable without prior notice where required to undertake emergency or scheduled maintenance, bug fixes and to resolve errors.

2.4 The Platform and Website are intended for use in the United Kingdom only and Hoko makes no representation, statement or warranty as to the Platform or Website’s suitability for use in any territory other than the United Kingdom.

2.5 Hoko reserves the right to suspend or remove any Account where the Contractor or its Authorised Users fail to comply with these Conditions.

3 Contractor Account registration and Platform use

3.1 By registering an Account, a Contractor acknowledges and accepts that this constitutes a binding agreement with Hoko that it agrees to the tendering process set out in these Conditions and agrees to pay the Service Fee on all Client Contracts awarded to it through the Platform.

3.2 Account registration is subject to pre-screening checks on the Contractor undertaken by Hoko. When applying for registration, a Contractor is required to provide information relating to its business, including the contact details of the designated contact person within the Contractor’s business, the Contractor’s company details, VAT registration number, the Contractor’s company registration number (where applicable), proof of valid public liability and employers’ liability insurance, an email address and password for the Contractor’s Account. Failure to provide this information will result in the Contractor’s Account registration being withheld. If Hoko, acting reasonably, considers that the Contractor is not eligible or suitable for registration, it may refuse to register the Contractor’s Account without liability to any person

3.3 The Contractor shall ensure that it and its Authorised Users:

3.3.1 do not permit any other third party to make use of the Contractor’s Account;

3.3.2 keep Account logins and passwords secure and notify Hoko in the event of any unauthorised access to its Account;

3.3.3 keep Account details and Authorised User information up-to-date, complete and accurate;

3.3.4 only use the Platform in accordance with these Conditions;

3.3.5 comply with all applicable laws and regulations with respect to any actions taken on the Website and/or Platform;

3.3.6 do not use the Platform or Website to attempt to commit fraud;

3.3.7 do not attempt to circumvent any security controls or mechanism used on the Platform or Website;

3.3.8 do not use the Website or Platform to distribute any virus, trojan horse, malware

3.3.9 do not use the Platform or Website to store, distribute or make available any information or Contractor Data which is sexually explicit, discriminatory, promotes violence or which causes damage or injury to any other person or property.

4 Account termination

4.1 A Contractor may terminate its Account at any time by contacting Hoko using the contact details at clause 14.8 of these Conditions.

4.2 Hoko may terminate or suspend a Contractor’s Account and any associated login credentials at any time in the event that a Contractor or its Authorised Users breach any of the terms of these Conditions.

4.3 Account termination will result in a Contractor being withdrawn from the Website and/or Platform.

4.4 For the avoidance of doubt, Account termination for any reason will not affect any Client Contract entered into by the Contractor nor will it affect Hoko’s entitlement to the Service Fee.

5 Projects on the Platform

5.1 On the Platform a Contractor can view Projects submitted on behalf of Clients and to submit Bids for Projects to Clients. The Contractor acknowledges that by submitting a Bid for a Project:

5.1.1 this does not constitute the Client’s acceptance of the Contractor’s Bid or an award of a related Client Contract;

5.1.2 the Contractor is deemed to have granted Hoko its consent to share details about the Contractor and its business with the relevant Client for the purposes of assessing the Contractor for consideration of award of a Client Contract; and

5.1.3 the Contractor warrants that it has the necessary experience and qualifications required to provide its Services in respect of the relevant Project.

6 Client Contract Awards

6.1 Use of the Platform does not guarantee any Contractor will be awarded any Client Contract. While Hoko will notify a Client where the Contractor submits a Bid for the Client’s Project and present the submitted bids to the Client for consideration, the Client is responsible for choosing which person it wishes to award a Client Contract to and neither the Client nor Hoko shall be liable to the Contractor for not being awarded any Client Contract.

6.2 If a Contractor’s Bid is successful and the Contractor is chosen by a Client to provide its Services for a Project, Hoko will notify the Contractor using the contact details on the Contractor’s Account. The Contractor is required to confirm to Hoko that it has received notification and accepts the award. Failure to do so may result in the Client entering into a Client Contract with another service provider and Hoko shall not be liable to the Contractor in this event.

6.3 All Client Contracts are entered into between the Contractor and the Client directly. Hoko is not responsible or liable to any person for any default by the Contractor and/or the Client of its obligations under the Client Contract. Any issues arising between the Contractor and the Client under a Client Contract (including payment of the Contract Price) are to be resolved between the Contractor and the Client directly.

6.4 Hoko will have no authority to and shall not be responsible for entering into Client Contracts for and on behalf of the Contractor.

6.5 The Contractor shall be required to confirm to Hoko promptly once a Client Contract is entered into between the Contractor and a Client. Failure to do so shall be without prejudice to Hoko’s right to be paid the Service Fee. Hoko reserves the right to seek such confirmation from the Client.

7 Service Fee

7.1 The Service Fee is payable on all Client Contracts awarded to the Contractor. Once the Contract Price is agreed and the Client Contract is entered into between the Contractor and the Client, Hoko shall issue an invoice to the Contractor for the Service Fee. If at any time the Contract Price payable by the Client increases, Hoko reserves the right to issue a further invoice for the balance of any shortfall in the Service Fee based on the difference between the initial Contract Price and the increased Contract Price.

7.2 For any Additional Fees payable by the Contractor in connection with a Project, Hoko may issues its invoice for Additional Fees, partially or in full, at any time.

7.3 In the event that a Client terminates a Client Contract in progress, changes its chosen contractor or otherwise terminates the Client Contract due to any act, omission or default of the Contractor, this shall not affect Hoko’s entitlement to be paid the full Service Fee or any outstanding Additional Fees at the time the Client Contract is terminated. If the Service Fee has already been paid to Hoko, no refund (in whole or in part) will be given.

7.4 Any dispute between a Contractor and a Client under a Client Contract or otherwise shall be without prejudice to Hoko’s right to be paid the Service Fee or any Additional Fees.

7.5 If the Contractor and the Client enter into a Client Contract in respect of a Project without Hoko’s knowledge and/or prior written consent, Hoko reserves the right to charge the Service Fee based on the higher of the value of the Project as stated on the Platform, or the Client Contract entered into between the Contractor and the Client without Hoko’s knowledge. For the avoidance of doubt this right shall not be affected by the passage of time.

7.6 The Service Fee and all Additional Fees are exclusive of VAT or any outlays, additional duties or taxes, which shall be paid to Hoko by the Contractor at the rate prescribed by law.

7.7 All Hoko invoices must be paid within 30 days of the date stated on the invoice. If any invoice goes overdue for payment, Hoko reserves the right to:

7.7.1 charge interest on the overdue sums at a rate of 4% above the base rate of the Bank of Scotland from time to time in force, accruing daily from the due date for payment until the date of actual payment in full, whether before or after judgment;

7.7.2 suspend the Contractor’s Account and access to the Platform until such time as all overdue sums are paid in full; and

7.7.3 refuse to provide any services in terms of clause 7.8 and 7.9 to the Contractor.

7.8 In consideration for the Contractor paying the Service Fee in full, following the Contractor entering into the Client Contract, Hoko may provide on request by the Contractor the following supporting services to the Contractor at no additional charge:

7.8.1 Hoko will attend an on-site visit with the Contractor before the Services commence for up to a maximum of one hour;

7.8.2 Hoko will answer all reasonable queries, clarifications and requests for information relating to the Project that the Contractor raises at the site meeting referred to at clause 7.8.1;

7.8.3 Hoko will address and rectify any discrepancies in the design drawings created by Hoko, provided that these are raised promptly by the Contractor at the on-site visit; and

7.8.4 in respect of the Services provided by the Contractor on a Project, Hoko will apply for a completion certificate for the works undertaken by the Contractor.

7.9 The Contractor may request additional services from Hoko in addition to those referred to at clause 7.8. Where Hoko agrees to provide any additional services, each service so provided shall incur an Additional Fee payable by the Contractor. For the avoidance of doubt this includes (but is not limited to) the following additional services:

7.9.1 where Hoko agrees to attend any site visits requested by the Contractor in addition to the visit referred to at clause 7.8.1;

7.9.2 where Hoko agrees to answer any additional or supplemental requests for clarifications and information relating to the Project;

7.9.3 where Hoko agrees to amend any of Hoko’s design drawings for the Project as required by the Contractor (and subject always to the Client’s approval); or

7.9.4 where Hoko agrees to prepare and submit applications for any amendments to building warrants that are required for the Contractor to perform its Services (and subject always to the Client’s approval).

8 Confidential Information

8.1 The Contractor and its Authorised Users shall maintain keep any information that is confidential in nature concerning Hoko and its Client including any details of either of the aforesaid persons’ business, affairs, customers, clients, plans, strategy, Project or Project Documents (“Confidential Information”) confidential and that it shall not disclose use or disclose Confidential information to any person, except as permitted under this clause 7.

8.2 The Contractor may:

8.2.1 disclose Confidential Information to those of its employees, officers, agents or representatives (“Representatives”) who need to know the relevant Confidential Information for the purposes of assessing Projects or creating Bids for Projects, provided that it ensures that any Representatives to whom such Confidential Information is disclosed is aware of the confidential nature of such information and agrees to comply with the Contractor’s confidentiality obligations under these Conditions as if it were a party;

8.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

8.2.3 use Confidential Information only to comply with its obligations under these Conditions.

8.3 This clause shall bind the Contractor in perpetuity notwithstanding the removal of the Contractor’s Account.

9 Data protection

9.1 In this clause 8, the following words and expressions have the following meanings:

9.1.1 “Controller”, “Personal Data”, “process” (and similar expressions such as “processed” and “processes”) and “Processor” have the meanings given to them in applicable Data Protection Laws;

9.1.2 “Client Personal Data” means any Personal Data provided or made available to Hoko by or on behalf of a Client;

9.1.3 “Contractor Personal Data” means any Personal Data provided or made available to Hoko by or on behalf of the Contractor.

9.2 All Personal Data collected through the Website and/or Platform shall be handled in accordance with Data Protection Laws and Hoko’s Privacy Policy.

9.3 The Contractor and Hoko each acknowledge and agree that in regards to Contractor Personal Data, Hoko is the Processor and the Contractor is the Controller of such Personal Data.

9.4 The Contractor and Hoko each acknowledge and agree that in regards to Client Personal Data provided to a Contractor by Hoko, Hoko is the Controller and the Contractor is the Processor of such Personal Data.

9.5 The Contractor acknowledges and agrees that Hoko may provide Contractor Personal Data (including Personal Data relating to its Authorised Users, employees, officers and/or sub-contractors) to a Client in connection with a Bid, for the purposes of enabling the Client to assess the suitability of the Contractor for the Client’s Project and/or for notifying the Client of a Bid on its Project.

9.6 Hoko may provide information to the Contractor relating to the Client, which may include Client Personal Data. The Contractor acknowledges and agrees that any Client Personal Data provided to it is to be processed only for the purpose for which such Personal Data has been provided, which may include, without limitation, identifying the Client, assessing a Project, developing a Bid, entering into a Client Contract or such other purpose as may be identified at the time such Client Personal Data is provided.

9.7 The Contractor acknowledges and agrees that it shall not process any Client Personal Data relating to Clients for marketing or other purposes which are not explicitly permitted by Hoko and/or the Client.

9.8 Account termination shall be without prejudice to Hoko’s right to retain Contractor Personal Data as required for the purposes of enforcing its rights under these Conditions (including recovery of the Service Fee) or for any lawful purpose permitted under applicable Data Protection Laws.

10 Intellectual Property Rights

10.1 All Intellectual Property Rights in the Website and Platform and all text, pictures videos or other content made available through the same are owned by Hoko or (where applicable) Hoko’s third party licensor.

10.2 All Intellectual Property Rights in Project Documents are owned by Hoko and (where applicable) the third party owner(s). The Contractor is granted a non-exclusive, royalty-free, non-transferable licence to view and download Project Documents strictly for the purposes of assessing such Project Documents in relation to its Bid. The Contractor is not permitted to copy, distribute, or use Project Documents for any other purpose and shall not gain any ownership of any Project Documents.

10.3 The Contractor warrants that it owns or holds a valid licence to any and all Contractor Data that it uploads or otherwise makes available on the Website and Platform.

10.4 Hoko reserves the right to remove any Contractor Data or modify any aspect of the Website and/or Platform to avoid any actual or alleged Intellectual Property Rights infringement.

11 Limitation of liability

11.1 This clause 11 sets out Hoko’s entire liability to a Contractor in respect of any and all losses, claims, actions, liabilities, whether arising in delict, contract or in any other way and whether or not caused by negligence or misrepresentation.

11.2 Subject to clause 11.4, Hoko’s entire liability to a Contractor under these Conditions shall not exceed the lesser of:

11.2.1 the average Service Fees paid to Hoko by the Contractor in the 6 months preceding the date of the event giving rise to liability;

11.2.2 £250.

11.3 Subject to clause 11.5, Hoko will not be liable to any Contractor for any consequential, indirect or special losses.

11.4 Subject to clause 11.5, Hoko to the fullest extent permitted by law excludes any liability to a Contractor for:

11.4.1 loss of or corruption to data; or

11.4.2 loss of profit; or

11.4.3 loss of anticipated savings; or

11.4.4 loss of anticipated revenue; or

11.4.5 loss of business; or

11.4.6 loss of opportunity; or

11.4.7 adverse effect on reputation and/or goodwill; or

11.4.8 loss of contract; or

11.4.9 wasted expenditure.

11.5 Nothing in these Conditions excludes or limits Hoko’s liability for death or personal injury caused by its negligence or for fraud of fraudulent misrepresentation or any other liability that cannot be limited by law.

12 Indemnity

12.1 The Contractor agrees to indemnify Hoko from and against any and all losses, claims, actions, expenses and liabilities arising out of or in connection with:

12.1.1 the Contractor’s breach of the provision of these Conditions;

12.1.2 the Contractor’s breach of its obligations under Data Protection Laws;

12.1.3 any breach by the Contractor of its obligations under a Client Contract, to the extent the same does not directly arise as a result of Hoko’s negligence, fraud or fraudulent misrepresentation;

12.1.4 any claim raised against Hoko in respect of the Services supplied in regards to any Project.

13 Force majeure

Without prejudice to the generality of the limitations of liability contained in these Conditions, Hoko shall not be liable to any person if access to the Website and/or Platform (wholly or partly) or any features of the foregoing are unavailable due to events outside Hoko’s reasonable control (which shall include without limitation the performance of any internet service provider, the performance of any internet browser, limitations of the device being used to access the Website and/or Platform or failures in telecommunication networks, utility services or international and national emergencies).

14 General

14.1 A Contractor may not assign, subcontract or encumber any right or obligation under these Conditions to any other person without Hoko’s prior written consent.

14.2 No failure, delay or omission by Hoko in exercising any right, power or remedy provided by law or under these Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under these Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.

14.3 Nothing in these Conditions constitutes, or shall be deemed to constitute, a partnership between the Contractor and Hoko nor make either party the agent of the other.

14.4 No variation to these Conditions will be valid or have any effect unless it refers to these Conditions, is in writing and is singe by or on behalf of Hoko.

14.5 Hoko reserves the right to vary these Conditions from time to time. The updated Conditions will be displayed on the Website and by continuing to use and access the Platform following such changes, each Contractor agrees to be bound by the revised Conditions. The Contractor is responsible for ensuring it checks these Conditions from time to time to verify such variations.

14.6 These Conditions do not confer any rights on any third party pursuant to the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise.

14.7 If any court or competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

14.8 All queries relating to the Platform or these Conditions should be directed to hello@hokodesign.com or 020 3960 8860.

14.9 These Conditions are governed by and shall be construed in accordance with the laws of Scotland. Any claim, action or proceeding arising out of or in connection with these Conditions shall be subject to the exclusive jurisdiction of the courts of Scotland.