Terms & Conditions
It’s important you know the exact terms on which you’re using limber and those appear towards the bottom of the page. So, if you’ve got a really detailed question about limber, then head on down and read the nitty gritty. Otherwise, here are the things we think you need to know.
If you earn money using limber
By signing up to limber you are deemed to accept these terms and conditions. If you believe something is unfair about the terms and conditions, then please get in touch with us at firstname.lastname@example.org.
- If you earn money using limber, you’ll receive a payslip with PAYE (income tax and National Insurance) in the same way as you would if you had a regular job. We think that’s a great benefit because it saves you a lot of admin and means you can show your payslips to people like banks or estate agents for loans, mortgages or when you sign a lease. The only way to currently get you that benefit is for you to be legally employed by limber.
- We use a third party payroll provider to manage your payslips. It’s called Paycircle. You’ll need a Paycircle account to see payslips and manage things like pension contributions. You’ll be able to pay into a pension if you meet the necessary thresholds. For more detail, see our FAQs.
- It’s really important to us that working the limber way is as enjoyable, profitable and sustainable for you as possible. One of the ways we help is to give you shares in limber if you earn a certain amount of points. The specific rules for the share scheme are set out in clause 8 of these t’s and c’s below.
If you pay invoices on limber
By signing up with a hirer account or by paying invoices using limber you are deemed to accept these terms and conditions.
- Depending on how you use limber, the platform will cost slightly different amounts, but whenever you pay using limber, the costs will be set out clearly to you. We reserve the right to change the fees, but they’ll always be laid out clearly whenever you pay over the platform. At the moment, those costs are: (a) 10% on top of “employment costs” if you post work onto the platform and choose people to work for you; or (b) 5% on top of “employment costs” if someone proposes work to you. “Employment costs” means any amounts owed to those who work for you on limber plus PAYE costs (eg employer NI or pension) – and that’s all negotiated between you and the person you work with.
- VAT is currently payable on top of all limber invoices. We asked HMRC for relief from that, but as things stand, they’ve said VAT is payable. It will be reclaimable as usual if you’re VAT registered, but please talk to your accountant if you’re not sure.
- limber employs people who work on it, so you don’t need to worry about right to work checks, employment liabilities or any of the payroll administration.
- You’ll need to look after the health and safety of those you work with in person and, at all times, please treat people who you work with on limber with respect, decency and make sure they’re looked after.
- One of the most important things about limber is how quickly you pay invoices. Where possible, we will use automated payment methods – that means you’ll have to reject an invoice within 7 days – otherwise, we’ll automatically collect payment from your stored payment details. But don’t worry, we use reputable payment providers and don’t store payment details ourselves. Where automated payment methods aren’t used, all invoices are on 7 day payment terms and we will be strict on that.
More detailed terms and conditions are below.
(1) A hiring the user of the Limber Platform or someone who agrees to work with a Limberer via the Platform (Hirer).
(2) Limber Jobs Limited incorporated and registered in England and Wales with company number 10147052 whose registered office is at Office 9, 34 St Nicholas Street, Bristol, BS1 1TG (Limber).
(3) A person who earns money using limber (a Limberer).
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Assignment: means the agreement between the Users for the supply of work by the Limberer and the payment for the supply of such work by the Limber Hirer provided that such Assignments must be agreed via the Platform and not offline or via nay other channel.
Assignment Contract: shall have the meaning set out in clause 2.2.
Bonus: shall have the meaning set out in clause 8.3.
Deductions: means any employee national insurance amounts, PAYE income tax, employee pension contributions as payable by the Limberer in respect of any income paid by Limber to the Limberer including any Bonus from time to time.
Dispute Resolution Procedure: the procedure as set out in clause 7 below.
Hirer Proposed Assignment: has the meaning set out in clause 3.2 below.
Invoices: means any invoice generated by a Limberer via the Platform including any timesheets sent by the Limberer to the Hirer.
Limberer: a person who earns money via the Platform.
Limberer Shares: means Class B shares which shall have the following rights: (a) no voting rights either which exist by law, under Limber’s articles of association, memorandum or any shareholder’s agreement which exists from time to time; and (b) otherwise, all the same rights and obligations as holders of ordinary shares as exist from time to time in Limber and shall include protection from industry standard “drag and tag rights”.
Platform: means the website made available to the Hirer via the URL https://limber.work or https://hirer.limber.work and the corresponding mobile application and to the Limberer via the limber mobile app in the relevant app store and any equivalent web app from time to time.
Ratings: the rating for any Limberer as appears on their profile on the Platform.
Redemption Event: means the following: (a) an equity fundraising round; (b) a sale of more than 50% of the share capital in Limber or an asset sale of all or substantially all of the assets of Limber; or (c) an offering of shares in Limber on any publicly listed stock exchange.
Software Access Fee: a transaction fee on any Invoice.
Users: means any Limberer and any Hirer together.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
Wages: means the total wage cost payable to all Limberers on any applicable Assignment agreed between Limberers and Hirers over the Platform.
Limberer Proposed Assignment: has the meaning set out in clause 3.2 below.
2. Limber’s Obligations
2.1 These terms set out the agreement between Limber and the Users for the supply by Limber of the Platform which:
(a) allows Users to agree Assignments;
(b) takes payment from a Hirer for those Assignments as agreed by the Users; and
(c) pays the Limberer the Wages less the Deductions.
2.2 Any Assignments agreed between a Limberer and a Hirer constitute a legally binding contract for the supply of services by the Limberer to the Hirer and the Users are bound to comply with its terms (an Assignment Contract).
2.3 The Users expressly acknowledge that Limber has no knowledge of the Users, their skills, abilities or any agreements the other Users have made in respect of an Assignment whether such terms have been agreed on the Platform or via other channels. The Users acknowlege that it is up to the Users to agree to the terms of an Assignment and to comply with any terms agreed in any Assignment Contract including the scope of work, pay or payment deadlines. In the event of any disagreement in relation to an Assignment Contract or associated pay, the Users shall, in good faith, resolve such disputes between themselves in accordance with the Dispute Resolution Procedure.
2.4 The Hirer expressly acknowledges that Limber is not providing a supply of workers and that the Platform is provided on an as is basis and that Limberers’ profiles are compiled as a result of a self-assessment of skills and that Limber has never met, vetted or interviewed any Limberer. To the fullest extent permissible by law, the Hirer waives its rights to claim any loss or damage against Limber in respect of any act or omission of any Limberer.
2.5 By using the Platform, the Limberer accepts that, in all but name, the Limberer is self employed, but in order to reduce administrative burden and allow the Limberer to earn a pension, the Limberer and Limber have agreed that for the purposes of the Conduct Regulations 2003, Limber shall act as an Employment Business in relation to the introduction of the Limberer to the Hirer, but in all other respects, the Limberer acknowledges that the only obligations on Limber shall be:
(a) to provide a tool in order to collect payment from a Hirer and arrange collection and transfer of payment to the Limberer less any relevant Deductions;
(b) to provide the Limberer with a pension in line with the relevant legislation from time to time;
(c) to comply with the points/equity scheme detailed in these terms and conditions, and
the Limberer expressly acknowledges that no other obligations shall exist between the Limberer and Limber.
2.6 The Wages shall include your holiday pay entitlement on what is known as a “rolled up basis”. By using the Limber App, the Limberer agrees that it is reasonable that, instead of having the ability to take holiday, the Limberer shall instead be paid additional sums in lieu at the rate of 12.07%.
3.1 The Users can agree the terms of Assignments either on the Platform or off the Platform buy an Assignment Contract may only be formed by a Limberer agreeing work with the Hirer using the Platform.
3.2 An Assignment which is agreed on the Platform shall be agreed either:
(a) by the Hirer posting work onto the Platform for the Limberer to apply (a Hirer Initiated Assignment); or
(b) by the Limberer sending a proposal for an Assignment to the Hirer to accept (a Limberer Initiated Assignment);
and in each case, such Assignments shall constitute legally binding agreements for the supply of work by the Limberer and the payment for those services by the Hirer and shall form Assignment Contracts.
3.3 The Limberer shall issue Invoices to the Hirer either by submitted timesheets (if applicable) or sending Invoices to the Hirer on the Platform and the Hirer shall pay such Invoices in accordance with the terms of an Assignment Contract.
3.4 In the event of a dispute regarding the terms of any Assignment Contract, the Dispute Resolution Procedure shall apply.
3.5 A Limberer may send an Invoice without first agreeing an Assignment Contract but the Dispute Resolution Procedure shall not apply to such invoices and Limber shall be under no obligation to assist the Limberer in respect of the same.
4. Hirer’s Obligations
4.1 The Hirer shall comply with the terms of any Assignment Contract.
4.2 The Hirer shall pay to Limber the amounts indicated on any Invoice and as per the Assignment Contract no later than 7 days from the date of issue of an Invoice and Limber shall distribute the Wages less any Deductions to the Limberer.
4.3 The Hirer undertakes, warrants and represents that it shall not under any circumstances engage in any discriminatory, abusive or harassing behaviour in respect of any Limberer.
4.4 The Hirer undertakes, warrants and represents that it shall:
(a) take all necessary steps to ensure the safety of any Limberer on an Assignment; and
(b) take all necessary steps to prevent discrimination, bullying and harassment of all Limberers on an Assignment; and
(c) act in good faith at all times when using the Platform and in its dealings with Limberers.
4.5 The Hirer undertakes that it shall keep its Platform login credentials safe and secure and that it is reasonable for Limber to rely on all acts taken on a logged in Hirer account and the Hirer hereby waives any claim it may have against Limber whether under contract or tort in respect of any actions taken by any third party who has gained access to a Hirer account.
4.6 The Hirer acknowledges that, when Limberers are on Assignments with the Hirer, then the Limberer is under the direction and control of the Hirer and as such, the Hirer shall maintain sufficient liability insurance to indemnify the Hirer against any claims, losses, damages or expenses arising out any claim against Limber or the Hirer for by a Limberer for any incident or issue arising during an Assignment, including but not limited to death, personal injury, stress or harassment or any other physical or psychological harm.
5. Limberer Obligations
5.1 The Limberer shall comply with the terms of any Assignment Contract.
5.2 By downloading and using the Limber App, the Limberer shall:
(a) not open any more than one account with Limber;
(b) provide accurate and up to date information and documents to Limber during the sign up process and at all other times using the Limber App; and
(c) ensure that the Limberer’s username, password and any associated Facebook credentials along with any device used to access the Limber App remain secure and, should a third party access your account on the Limber App as a result of any failure to comply with this clause, then the Limberer shall be wholly responsible for any losses arising as a result of the same.
5.3 The Limberer warrants that:
(a) It shall not to anything (whether by act or omission) which might bring the Limber or any Hirer into disrepute including any illegal, or dangerous act or behaving in a way which is discriminatory or abusive towards any user of the Platform, any Hirer or anyone who works for any Hirer or for Limber;
(b) the Limberer has the right to work in the UK and has provided proof of the same to Limber via the Limber App;
(c) where restrictions exist on any visa or immigration documents relating to any Limberer, then the Limberer shall ensure that the Limberer:
(i) continues to have the right to work in the UK, throughout their time using the Limber App; and
(ii) complies with any relevant conditions on any such visa.
5.4 Limber reserves the right to block, suspend or terminate a Limberer’s access to the Platform in the event of a breach by the Limberer of its obligations under these terms and conditions.
The Parties acknowledge that any ratings given after any Assignment shall be at the sole discretion of the party giving the rating and that Limber shall be under no obligation to remove, interfere or mediate between any Users and their Ratings.
7. Dispute Resolution Procedure
7.1 If there is a dispute between any User on any Assignment Contract, the terms of this dispute resolution procedure shall apply.
7.2 The Users are advised to take time to reflect and think rationally about the disagreement and with empathy for the other User. All disputes should be approached with an open mind and with the intention of resolution. Many disputes get worse because one party or both, gets frustrated, or angry or fails to see the other side’s perspective. Usually there is a compromise solution available.
7.3 In the event that the Hirer is refusing to pay for an Assignment, the Hirer shall consider that:
(a) the Limberer was, in all likelihood, trying to do their best job and that any issues which have arisen could also been caused (at least partly) by a misunderstanding, miscommunication or by an assignment not being specifically defined;
(b) the Limberer has a human being, with a livelihood and that the impact of not paying an Invoice could be significant;
(c) hiring people with flexibility does mean that the Hirer is not committed to working with that person in the future;
(d) the Limberer might have done a “just ok” job, but that is no reason for the Limberer not to be paid; and
(e) much effort and resources will likely be wasted when disputing invoices.
7.4 In the event that a Limberer is insisting on an invoice being paid, the Limberer shall consider:
(a) whether they have delivered on what they were asked to do; and
(b) whether the quality of their work was satisfactory given the price they have charged the Hirer.
7.5 When communicating which each other in relation to disputes, the Users shall:
(a) treat each other with respect and courtesy;
(b) try not to make things personal and refrain from using condescending, inflammatory language or from being argumentative or using “Points scoring” techniques;
(c) engage, in good faith and attempt to see each other’s perspective;
(d) try to keep communications concise; and
(e) attempt, in good faith, to find common ground.
7.6 In making any recommendation (as set out below), Limber will take into account whether the above code of conduct has been complied with by the Users.
7.7 The Users shall engage in a discussion about how to resolve their differences and record that discussion in writing (the Written Discussion). It will be important when turning to limber for help that this discussion is both in writing and that each party treats the other with respect in doing so. Limber shall not consider any disputes which have not been through this phase.
7.8 If, following the process in clause 7.7 above, the Users have been unable to reach an agreement in respect of their dispute within 14 days or if one of the Users refuses to enter into the Written Discussion, then one User may request that Limber provides a recommendation.
7.9 Limber shall consider the dispute, along with the Written Discussion and any other information made available by any User and provide a recommended course of action for the Users to take and in doing so, Limber shall consider:
(a) what was agreed in any Assignment Contract;
(b) whether, on the balance of probabilities, the Limberer has done a satisfactory job in light of the costs charged by the Limberer;
(c) the level of cooperation (if necessary) of the Hirer;
(d) any external factors which were beyond the Limberer’s control and ought to have been at the Hirer’s risk;
(e) if there has been under-delivery by a Limberer, whether it is reasonable for the Limberer to be paid some amount; and
(f) the conduct and behaviour of the Users.
7.10 Any recommendation provided by limber shall not be legally binding, but advisory and if either User does not wish to follow such a recommendation, then the Users will be at liberty to take such steps as they deem necessary to enforce their rights.
8. Points and Equity scheme
8.1 Limberer’s shall receive points when they carry out certain activities on the Platform and when points are available, Limber shall indicate as much in the Platform.
8.2 Where Limber indicates points are available for a particular action, it shall also indicate the rules for that particular action and its corresponding points. In the event that it is unclear in the Platform, then the following rules shall apply:
(a) if the points are awarded for sending an invoice, then the points shall only be applied to the Limberer’s account when the invoice is paid; and
(b) if the points are awarded for inviting new people to the Platform, the points shall only be applied to the Limberer’s account when that person does something which generates revenue for Limber, for example when a Limberer has an invoice paid.
8.3 Subject to clause 8.4 below and provided the Limberer shall own at least 1500 points, Limber shall follow the following process prior to any Redemption Event:
(a) Immediately prior to the Redemption Event, Limber shall add a bonus to the Limbere’s payslip of £1 for every 10 points held by the Limberer (the Bonus);
(b) the Bonus shall attract Deductions in the usual way at Limber shall account to HMRC and relevant pension provider for the same;
(c) the Limberer acknowledge that they shall receive and shall have no right to receive the Bonus, but that Limber may convert the Bonus after Deductions into Limberer Shares at the relevant market rate and reduce the Limberer’s points balance to zero.
8.4 Limber reserves the rights to deduct any or all of a Limberer’s points if the Limberer is in breach of their obligations under these Terms and Conditions.
8.5 Prior to receipt of the Limberer Shares, the Limberer shall sign and then comply with any reasonable terms as presented by Limber in good faith to protect the other shareholder of Limber (Shareholder Terms). Otherwise, the Limberer’s Shares shall be the property of the Limberer subject to any such restrictions as contained in the Shareholder Terms, which may include, but which shall not be limited to:
(a) restrictions on transfer of the Limberer Shares;
(b) confidentiality protections; and
(c) non compete and non conflict provisions.
9. Intellectual Property
By opening an account, the Users hereby grant to Limber, a non-exclusive, perpetual, irrevocable, royalty free, worldwide licence to use the User’s name, likeness, photographs (as provided on the Platform by the Users) and any of its trade marks, materials uploaded to the platform, trading names or intellectual property rights in any of the same in order to promote the Platform at Limber’s sole discretion.
10. Limitation of liability
10.1 Under no circumstances shall Limber be liable to the Users for:
(a) loss of profit,
(b) loss of data,
(c) loss of business or goodwill; or
(d) any indirect or consequential loss or special damage arising in connection with this Agreement (in each case whether arising from negligence, breach of contract, equity, statute or otherwise).
10.2 Nothing in this clause shall limit or exclude any liability for fraud, death, personal injury or any other loss which cannot be excluded by law.
10.3 Limber’s liability for any claim arising in connection with this Agreement shall be limited to a sum equivalent to 100% of the Software Access Fee generated by a Limberer or paid by a Limber Hirer (as applicable) in the 12 month period ending on the date of the event which has given rise to the relevant loss.
11. Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
14. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.