TERMS AND CONDITIONS FOR CUSTOMERS
These Terms and Conditions set forth the main terms governing the use of Adam Services by Customers.
Professional Services may be provided via the Adam platform only based on your consent to the Terms and Conditions set forth below.
Article I.
Definition of Terms
1. As used herein:
Adam means Adam Technology s.r.o., a company having its registered office at Evropská 2758/11, 160 00 Prague 6, Czech Republic, IČ (ID Number): 09360735, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 335125, a business entity providing administration technology support for the Customers’ business activities (hereinafter referred to as the “Services”) specialising in Professional Services and connects persons interested in purchasing Professional Services with Customers who wish to provide Professional Services at the relevant time and space.
Customer means a natural person or a legal entity conducting business on the basis of a valid business license for Professional Services who provides Professional Services on their own behalf and liability to Users within a separate legal relationship established based on a Contract for Work.
Adam Services means services provided by Adam, including the provision of the Adam technology platform, customer support, mediating communication between the Customer and the User, and other related services.
Service fee is the fee payable to Adam by the Customer for the use of the Adam Services.
Agreement means an agreement on use of Adam Services concluded as implied by a legal act; an integral part of the Agreement are these Terms and Conditions governing the relationships between the Customer and Adam regarding the use of Adam Services.
Professional means the Customer’s representative, employee or supplier (a person performing Professional Services for a Customer who is not the Customer’s employee), who meets the Adam Terms and Conditions applicable at the relevant time to active professional whom Adam has authorised to access Adam Services for the purposes of providing Professional Services on behalf of the Customer.
User means a natural person or a legal entity inquiring about Professional Services who enters into a separate contractual relationship with the Customer, on the basis of which the Customer provides Professional Services.
Professional Services means the provision of services of a certain type of manual skills, operated for the purpose of generating profit, such as the provision of painting, plumbing, carpentry, electrical, architectural, moving and other services to Users via Adam Services.
Professional Service Inquiry means the User’s inquiry in Adam through which Adam provides an opportunity to the Customer to provide Professional Services to the User.
Contract for Work means a contract concluded based on a written purchase order between the User and the Customer. Such Contract for Work is a separate legal relationship between the Customer and the User. The Customer is fully liable for the due performance of the Contract for Work. Adam is not a party to the Contract for Work and no legal obligations arise herefrom to Adam.
Article II
Introductory Representations of the Parties
1. Adam aknowledges that it is the operator of a technology platform and that it has the necessary expertise, knowledge and know-how to allow Adam to provide Adam Services to the Customer under the terms agreed herein.
2. Customer represents that they wish to establish business cooperation with Adam as the party using technology and administration services to support their business activities. The Customer acknowledges and agrees that Adam is the provider of administration technology support and does not provide Professional Services.
3. Representations of the Parties. Both Parties represent that they are entering into this Agreement for the purposes of generating business opportunities, providing Adam’s technology support and administration support to the Customer.
Article III
Subject-Matter of the Agreement
Adam agrees to provide Adam Services for the Customer’s business activities hereunder throughout the term hereof. The Customer agrees to pay a service fee to Adam for Adam Services.
Article IV
Definition of the Relationship between the Customer and the User
Relationship between the Parties - The Customer acknowledges and agrees that the provision of Professional Services by the Customer to the Users results in the establishment of a Contract for Work, i.e. a legally binding direct business relationship with no involvement of Adam, between the Customer and the User. The Customer bears sole liability for all the Customer’s duties and obligations towards the Users or third parties that arise upon the provision of Professional Services by the Customer. Customer shall review the Adam General Terms and Conditions for Users as these may stipulate certain basic rights of Users in respect of the Professional Service (e.g. right to cancel the inquiry, payment terms, notification obligations etc.).
Contact details - The Customer acknowledges and agrees that Adam may communicate the Customer’s contact details and/or insurance details to the User upon the User’s request.
Article V
Definition of the Relationship between Adam and the Customer
1. Relationship between the Parties. Adam connects prospective Users with Customers who wish to provide Professional Services at the given time and place. The Customer acknowledges and agrees that due to the fact that Adam provides an administration and technology platform to the Customer and generates new professional jobs, a legally binding, direct business relationship arises between Adam and the Customer with equal positions of Adam and the Customer as two separate business entities. Adam does not manage or control the Customer or the Professional during the performance hereof. The Customer and the Professional are not authorised to assume any legal obligations on behalf of Adam and guarantee that they will not pose as employees, executives or authorised representatives of Adam or any of Adam’s branches. The Parties expressly confirm that the Agreement is not a work contract and it does not establish any employment (in terms of labour law, tax law or social security law) between Adam and the Customer (or the Professional). In terms of the relationship between the Customer and Adam, the Customer is and will be solely liable for the Professional Services provided by the Professional.
2. Professional Service price is the result of a match between the wishes of the User (how much the User is willing to pay for the Professional Service) and the Customer’s wishes (for how much the Customer is willing to provide the Professional Service). Based thereon, Adam matches Users and Customers willing to perform the Professional Service under the given terms. The suggested price is a recommended figure for both Parties which should facilitate a match between a prospective User and a Customer willing to perform the Professional Service under these terms. Both Parties have the opportunity to influence the final price as needed.
3. Job acceptance. The Customer and the Professionals are entitled to accept or reject any job. By accepting a job, the Customer agrees to enter into a Contract for Work with the User. By doing so, the Customer accepts the scope of the professional job and the related tasks included in the calculation or additional services requested by the Users, and the quality required by the User that were presented to the Customer via Adam and/or any of Adam’s representatives.
4. Service performed by a third party. If the Customer is fulfilling its obligation arising herefrom and from the Contract for Work through the Professional, the Customer shall bear the same liability for such performance through the Professional as if the Customer had fulfilled it. The Customer is required to report this fact to Adam with reasonable notice before the provision of the Professional Service.
5. Notification obligation. The Customer and the Professional acknowledge and accept the User’s request to confirm the final price and the scope of the Professional Services in writing before the start of the Professional Services. The Customer and the Professional also acknowledge and accept the User’s request to sign a handover report with the User after the completion of the Professional Services, by the signing of which the User agrees with the performance, quality, and scope of the Professional Services.
6. Procedure in case of non-payment by the User. If the User defaults in paying the price for the Professional Services properly and on time, Adam may initiate the debt collection process. Adam may enforce the payment of all amounts due under the Contract for Work (including contractual penalties, accessories and other costs associated with enforcement) for the benefit of the Customer. For this purpose, the Customer authorizes Adam to represent the Customer in all matters and in all negotiations and proceedings conducted for the purpose of collecting Customer's monetary claims under the Contract Work against the User. To this end, Adam is authorized to perform all related acts with legal effect for the Customer, in particular to receive and send documents, to sign and submit summons and motions, as well as to enforce claims. Customer agrees that Adam is entitled to appoint another representative. Collected money shall be paid on Adam’s bank account. Adam will pay amounts collected in accordance with this section to the Customer in a manner similar to Article IX.5 of the Terms and Conditions.
Article VI
Definition of the Relationship between the Customer and the Professional
1. Relationship between the Parties - The Customer bears sole liability for all duties and obligations towards the Professional which arose from the Customer’s relationship with the Professional (including the provision of Professional Services). The Customer acknowledges and agrees to perform sole supervision over the Professional and to comply with all applicable legislation (including tax, social security and labour legislation) governing the Customer’s relationship with the Professional or otherwise related thereto.
2. Responsibility for the Professional - The Customer acknowledges that the Customer bears, under all circumstances, responsibility and liability for the Customer’s Professionals and their conduct and errors towards the users and Adam.
Article VII
Professional Services Requirements
1. Quality Inspection. The User requests proper and high-quality performance of the Professional Services. The Professional Service quality is inspected primarily by the User.
2. Service Rating by the User. The Customer acknowledges and agrees that after the provision of the Professional Services, the User will be asked by Adam to rate the service via the Adam platform where they can leave an optional comment or feedback regarding the Professional Services.
3. Average rating. The Customer acknowledges that Adam wishes to allow Users to access high-quality Professional Services via Adam’s administration and technology platform. In order for every Professional to be able to continue to use the access to the administration and technology platform Adam, the Professional’s average rating given by the Users must stay above the minimum acceptable average rating determined by Adam for the relevant area. Adam may update the value of such a minimum acceptable average rating at any time at its own discretion (hereinafter referred to as the “Minimum Average Rating”).
4. Claims. The Customer agrees that the Customer for the relevant User may be replaced. Upon the User’s request, in case of repeated claims, violations of contract, a rating below the Minimum Average Rating or any suspected harm to the goodwill of Adam, its brand, reputation or business activities, or Adam's branches, Adam is entitled to replace the Customer with another Customer for a specific User or any group of Users at Adam's sole discretion. Adam reserves the right to deactivate the use of the Adam administration and technology support. The Customer agrees that claims may be communicated directly by the User or through Adam.
Article VIII.a
Requirements for Customers
1. Documentation and expertise. The Customer acknowledges and agrees to always:
a. have all authorisation, licenses and permits required by the laws of Ireland for the performance of Professional Services. The Customer represents that the Professional are medically fit for the performance of Professional Services.
b. have the necessary expertise and experience and maintain a high level of professionalism, service and politeness.
Adam reserves the right to check the Customer’s documentation at any time in a manner that Adam considers appropriate at its reasonable discretion.
2. Insurance. The Customer agrees to maintain a commercial liability insurance policy covering its business activities throughout the term hereof.
The Customer acknowledges and agrees that, together with each of the Professional, the Customer bears sole responsibility for adopting measures that may be reasonable and appropriate, including taking out adequate insurance that meets the requirements of all applicable legislation.
3. Confidentiality. The Customer agrees to maintain the confidentiality of all information obtained during the business cooperation hereunder, including but not limited to that of the Customer’s customers, prices of services as well as Adam’s know-how and the content hereof, even after the termination hereof.
4. Own resources. The Customer acknowledges and agrees to provide their own tools, ressources and other items for the performance of the tasks hereunder and under the contract for work as needed to provide high-quality services and to travel to the place of performance on the agreed dates at the Customer’s own expense.
5. Non-compete. Except where the Contract for Work is entered into between the Customer and User via the Adam Platform and Adam is entitled to a Service Fee pursuant to Article IX.3 from such provision of Professional Service by the Customer, the Customer agrees that during the term of the Agreement and for a period of 6 months thereafter, it shall refrain from providing Professional Services or any similar activity in Ireland, personally or through Professionals, to a person who is or was at the time of the Agreement term in the capacity of a User to whom the Customer has provided Professional Services by or through Adam Services. Breach of this non-compete is subject to payment of contractual penalty by the Customer in accordance with Article XI.3.
Article VIII.b
Customer Content
1. Customer Content. Customer can upload text, photos, and other information that represents Customer’s content to the Adam platform. Customer is responsible for its Customer content. By uploading Customer content to the Adam platform, Customer represents that it is authorized to do so, and that the uploading, posting or subsequent use of the content will not violate any third party rights or laws. Customer shall not upload, transmit or otherwise provide to or through the Adam platform any information or material that is unsolicited advertising or content (i.e. "spam"), illegal, or contains or activates any malicious code (software, hardware or other technology, including malware, the purpose or effect of which is to allow unauthorized access to or disrupt or otherwise damage a computer, software, hardware or network; or to prevent any other Customer or User from accessing or using the Adam Services).
2. Adam’s approach to Customer Content. Adam takes a passive and neutral approach to Customer content. This means that Adam generally does not monitor it or actively search for facts or circumstances that would indicate that the Customer content is illegal. On its own initiative, Adam may conduct voluntary investigations or take other measures to detect, identify, remove or disable access to illegal content. Adam may also take necessary measures to ensure compliance with legal requirements, contractual Terms and Conditions, and orders of administrative authorities. However, Adam is not responsible for the illegality, accuracy or truthfulness of Customer content. Adam does not use special tools or algorithm-based decision-making to moderate content.
3. Notification mechanism. Adam shall receive all notifications containing information about the occurrence of Customer content within the Adam platform that the notifier (e.g., User) considers illegal. The notifier may send notifications to Adam at the email address adam@painteradam.ie. Adam allows the notification to contain at least the following information:
(a) a sufficiently substantiated explanation of why the notifier claims that the content in question is illegal,
(b) an unambiguous indication of the exact electronic location of the content, such as the exact URL, and, if necessary, additional information to identify the illegal content depending on its type,
(c) the name or title of the person making the notification and their email address, except where you are notifying content that you consider to constitute an offence referred to in Articles 3 to 7 of Directive 2011/93/EU,
(d) a statement confirming that the person or entity making the notification believes in good faith that the information and allegations contained in the notification are accurate and complete.
4. Procedure and measures. If the notice contains electronic contact information for the person submitting the notice, Adam shall promptly send the notifier an acknowledgement of receipt of the notice. Adam shall also inform the notifier without undue delay of its decision with respect to the information to which the notification relates and provide the notifier with information about the remedies available to it in connection with that decision. If Adam becomes aware of unlawful activity, illegal content or content that is incompatible with the Terms and Conditions, it may take measures to remove it or to prevent access to it. Alternatively, Adam may impose restrictions on the Customer consisting in suspension or termination of the provision of the Adam Services to such Customer or suspension or termination of the Customer's account. If Adam is aware of the relevant electronic contact details and if it does not involve misleading commercial content in large volumes, it shall provide all affected Customers with a clear and specific justification for such restriction. However, if Adam assesses the content as compliant with the law and the Terms and Conditions, it may also decide not to take action against the content.
5. Protection against abuse. If the Customer frequently provides apparently illegal content, Adam may suspend the provision of Adam Services and access to the Customer’s account for a reasonable period of time and after issuing a prior notice. In addition, if a notifier frequently submits patently unwarranted notices or complaints, Adam may suspend notifier’s handling of notices and complaints after issuing prior notice. In making a decision in such cases, Adam shall take into account the number of items of manifestly unlawful content or manifestly unfounded notifications or complaints submitted in a particular period, their proportion in relation to the total number of information or notifications, the severity of the misuse, the nature of the unlawful content, the consequences of such misuse and the intention of the recipient of the service, person, entity or complainant, if it can be inferred.
Article IX
Financial Terms and Conditions
1. Consent to Representation for the Receipt of Payments. The Customer appoints Adam to serve as the Customer’s temporary representative for the receipt of payments and issuance of documents solely from those Users with whom the Customer enters into a Contract for Work. The Customer agrees that a payment made to Adam in this manner shall be considered a payment made by the User to the Customer directly.
2. Documents. The Customer acknowledges and agrees that Adam may issue receipts, invoices and tax documents on the Customer’s behalf as part of the Adam Services. Such documents will be delivered to the Customer via the Adam platform. The Customer is required to check the documents immediately. Any corrections or suggestions for corrections to made in the receipts, invoices or tax documents for Professional Services must be submitted to Adam in writing within three (3) working days of the issue date. If Adam is not notified as described above, Adam shall not be liable for any errors in the documents, for correcting them or for any recalculations or payments.
3. Service fee. The Customer agrees to pay a service fee to Adam. Service fee is calculated as a certain percentage of the price of each Professional Service invoiced. If the Customer is VAT payer, the Service fee is calculated from the price of Professional Service including VAT. Current rate of Service fee percentage is listed on the website https://www.painteradam.ie/. The service fee payable to Adam shall be increased by VAT in accordance with the legislation in force in the relevant country.
4. Changes to the service fee calculation method. Adam reserves the right to change the Service fee percentage rate and/or calculation method at any time at its sole discretion based on the local market factors and to notify the Customer of any such change by e-mail or via other means of electronic communication. Any further use of the Adam Services by the Customer after such a change to the service fee calculation method is an expression of the Customer’s consent to such a change. In case of any changes in the Service fee, the Service fee rate and/or calculation method effective on the date of signing of the Contract for Work shall apply.
5. Payment to the Customer. Once Adam’s claim for the payment of the service fee or other Adam’s claims towards the Customer are deducted, Adam shall transfer the amounts received from Users for Professional Services provided to the Customer’s account communicated by the Customer to Adam with sufficient advanced notice. Adam disclaims any liability for failed transactions in the event that the Customer provides incorrect bank details during registration or at any time during their cooperation. Payments to Customer are made on a bi-weekly basis, usually on Wednesdays, for amounts received from Users in the past 2 weeks.
6. Set-off. The Customer acknowledges and agrees that Adam may unilaterally set off Adam’s claims for payment of the service fee or the contractual penalty hereunder against the Customer’s claims from Adam for the payment of amounts received from the Users.
7. Taxes and accounting. The Customer acknowledges and agrees that the Customer and each Professional are fully liable for their accounting or tax record-keeping, payment of taxes and levies on their income and other statutory obligations.
Article X.
Term of the Agreement
1. Term of the Agreement. The Terms and Conditions set forth in these Terms and Conditions shall become valid on the date of the Customer’s registration for the Adam Services. Prior to starting to use of the Adam Services, you are required to complete the registration process and provide all the required information. By clicking on the “By registering, you accept the Terms and Conditions and the Personal Data Processing Notice” button or button with similar wording during your registration, you represent and warrant that:
- you are authorised, under applicable laws and registrations, to enter into an agreement on the use of the Adam Services for the purposes of providing Professional Services;
- you have carefully read these Terms and Conditions, including all obligations arising from the Terms and Conditions and the Agreement, you fully understand them and agree to be bound by them;
- all the information you provided to us is accurate, true, correct and complete.
2. Termination. Each Party is entitled to terminate the Agreement (using electronic or other means) for any cause or without cause. The notice period shall be one calendar month and begins on the first day of the month immediately following the month in which the termination notice was delivered to the other Party. Adam may also terminate this Agreement without notice with immediate effect if the Customer no longer complies with the statutory conditions or Adam’s standards and principles for the performance of Professional Services. Adam shall immediately notify the Customer of such termination.
Article XI
Contractual Penalties
1. Violation of obligations. In the event that the Customer violates the obligation to provide Professional Services under a Contract for Work in a due and timely manner, Adam retains the exclusive right to charge a one-time fee of up to EUR 500 per violation.
2. Breach of confidentiality. In the event that confidentiality under Section 3 of Article VIII is breached, the Customer shall pay to Adam a contractual penalty of EUR 2000 per violation.
3. In the event that the Customer violates the non-compete obligations according to Section 5 of Article VIII hereof, the Customer shall pay to Adam a contractual penalty of EUR 5000 per violation.
4. The arrangement concerning a contractual penalty shall not affect the right to claim damages incurred due to a violation of obligations in the amount which exceeds the amount of the contractual penalty. The Parties declare that the amount of the contractual penalty is adequate to the potential damage that may result from a violation of obligations hereunder.
Article XII
Final Provisions
1. Changes to the Terms and Conditions. Adam may change the Terms and Conditions and other documents forming an integral part of the Agreement at its sole discretion, including, but not limited to, changes in applicable laws, services and contracts with its suppliers. Changes will be notified to the Customer by email or by notification in the administration of the Adam platform. All changes shall take effect on the date specified, which shall be at least 30 days from the date of notification of the changes, and shall apply to all subsequent use of the Adam Services. If the Customer does not agree to the change, the Customer may terminate the Agreement effective upon the expiration of a 1-month notice period commencing on the first day of the calendar month following the delivery of the written notice, which notice must be delivered to adam@painteradam.ie. prior to the effective date of the change. In the event of notice under this paragraph, the Terms and Conditions currently in force shall apply for the duration of the notice period. The Customer's continued use of the Adam Services after the expiry of the effective period shall mean that the Customer accepts and agrees to the changes.
2. Governing law. This Agreement shall be governed by the laws of the Czech Republic.
3. Assignment. The Customer shall not assign or transfer, in its entirety or in part, this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party. Adam may assign or transfer this Agreement or some or all of its rights and obligations hereunder, in its entirety or in part, from time to time and without consent.
4. Entire Agreement. This Agreement, including the introduction and all additional Terms and Conditions, constitutes the entire agreement between the Parties regarding the subject-matter hereof and supersedes and voids all prior and concurrent contracts or arrangements regarding the subject-matter hereof. As used herein, “including” and “include” means “including but not limited to”.
5. Severability. Should any of the provisions hereof be found entirely or partly illegal, invalid or unenforceable in any jurisdiction, such provision or part thereof to the relevant extent shall not be considered part hereof, however, the legality, validity and enforceability of the remaining part hereof shall remain unaffected. In that case, the Parties shall replace the illegal, invalid or unenforceable provision (or part thereof) with a provision (or part thereof) that is legal, valid and enforceable and its effect is as similar as possible to the illegal, invalid or unenforceable provision (or part thereof) given the content and purpose hereof.
6. Date of validity of the Terms and Conditions: 1 August 2024