Terms of service

Please read these Terms of Service carefully as they constitute a legally binding contract. The contract is made between you and MeasureMatch Ltd (trading as MeasureMatch) (“MM”) together referred to as the “Parties”. 

You are either: (i) an individual contractor or a consultant or a company who wishes to register with MM in order to provide professional services to customers either directly or via a service company (“Service Provider”); or (ii) a person who wishes to purchase professional services from Service Providers (“Customer”) and the contract between us gives details of how you access our service, the obligations of either side and the payment mechanisms. You hereby confirm that you accept these Terms of Service and that you agree to be bound by them. 


These Terms of Service also incorporate the terms of use of the MM website set out in the Schedule. The Terms of Service are later referred to as “this agreement”.

Part A of these Terms of Service constitutes terms and conditions relevant to parties whether or not they are Service Providers or Customers. Part B contains terms and conditions applicable only to the relationship between MM and Service Providers. Part C contains terms and conditions applicable only to the relationship between MM and Customers.

Information about MM

MM operates the website http://www.measurematch.com (“Website”). MM is a company incorporated in England and Wales with company number 10199524, whose registered office is at Unit 7 270 Kingsland Road, London, United Kingdom, E8 4DG. MM’s VAT number is 253943881.

Part A - Terms having general application

1. Introduction

MM provides a specialized online marketplace (“Platform”) which matches Customers with Service Providers and vice versa. 

Customers and Service Providers are able to conduct a dialogue about prospective engagements and enter into direct agreements for the provision of relevant project work. Any such agreements are a matter for negotiation and resolution between Customers and Service Providers alone. MM is solely the provider of a marketplace and an infrastructure to enable such agreements to be concluded and performed.

The Platform enables Service Providers to advertise their services and allows Customers to solicit bids for marketing projects (“Project Work”). The Platform incorporates an online escrow payment mechanism through which services are paid for and MM’s commission deducted. MM shall provide, operate and maintain the required technology to host the marketplace.

The Platform enables Service Providers and Customers to agree the details of Project Work including the nature, timing, content and price of the Project Work. The point at which these details have been settled is described in these Terms of Service as an “Initial Booking” and the agreed specification for the Project Work will be set out in a mutually agreed confirmation sheet (“Confirmation Sheet”) on the Platform. 

Service Providers should note that Initial Booking is only the point where the specification for a Project Work is agreed. A Service Provider only becomes finally committed to the Customer to provide specific Project Work when the Customer makes payment as described below in section 5 of this Part A.

MM is remunerated by way of: (i) a commission fee for the booking as in force and notified to the Customer from time to time; and (ii) the notified administrative fee from time to time.

2. Registration

Each Service Provider and each Customer must register its details via the website, providing the required information (“Registered Information”). MM has absolute discretion to decide whether to approve or reject a registration. By registering via the website, a Service Provider or a Customer warrants: (i) that it is legally capable of entering into binding contracts and (ii) that (if an individual) he or she is at least 18 years old.

Each Service Provider and each Customer is obliged to keep its Registered Information up-to-date and is responsible for any consequences of any failure to do this. MM reserves the right to verify the identity of any person seeking to register as a Service Provider or a Customer and each Service Provider and each Customer hereby authorises MM to make such checks (whether by way of identity documentation or enquiries of third parties) as are reasonable and necessary.

Each Service Provider and each Customer will be required to choose a username and password (“Access Information”) in order to access the Platform and shall be solely responsible for safeguarding such Access Information and keeping it confidential. Each Service Provider and each Customer shall notify MM immediately should it believe that unauthorised use has been made of Access Information or its account has been accessed without authorisation.

By registering for an account or by clicking to accept these Terms of Service when prompted on the Website, each Service Provider and each Customer is deemed to have entered into this Agreement electronically, with effect from the date of registration. 

3. Feedback 

An important feature of the Platform is its feedback functionality. Feedback results for each Service Provider will consist of comments, Customer service ratings, other indicators of Customer satisfaction, and other feedback left by other Service Providers and will be freely available to all persons registered to access the Platform.  MM does not monitor or censor feedback comments or the opinions expressed.  Feedback is provided solely to make use of the Platform more efficient and no person may use feedback comments for any other purpose.  

MM does not monitor content in the feedback section but will do so if asked. Any Service Provider or Customer expressing opinions or posting comments may be held legally responsible for damages suffered by affected parties as any remarks made if such remarks are legally actionable or defamatory.  MM is not legally responsible for any feedback or comments posted or made available on the Website by any Service Providers or Customers or third parties, even if that information is defamatory or otherwise legally actionable.  In order to protect the integrity of the feedback system and protect individuals from abuse, MM reserves the right (but is under no obligation) to remove posted feedback or information that, in MM’s sole judgment, violates these Terms of Service or negatively affects the Platform or the reputation of the marketplace that MM offers. 


4. Confidentiality 

A Service Provider must not disclose any confidential information, including but not limited to the contents of this agreement all non-public materials and proprietary information, commercial secrets, and any information covered by any non-disclosure agreement(s) to which it is a party (“Confidential Information”). A Service Provider continues to be bound by this clause also after termination of this agreement.

Should this agreement be terminated by any reason, the Service Provider agrees to return to MM or irretrievably delete any information relating to MM stored by it, as requested by MM.

5. Payment 

Following Initial Booking and receipt by the Customer of the Confirmation Sheet, the Customer shall pay the Project Work fee stated on the Confirmation Sheet or, if relevant, the first instalment as provided on the Confirmation Sheet as well as any agreed travel expenses into a separately designated escrow account (“Escrow Account”) in the name of MM, details of which are on the Confirmation Sheet. 

Payment of the fee is the point at which a Service Provider becomes committed to providing the Project Work.

If the Customer fails to pay the required fee on the due date, the Service Provider shall be entitled to cancel the Initial Booking and if it does so any obligation on the Service Provider to provide the Project Work shall cease

The Customer acknowledges that the Service Provider will be paid his agreed fee less MM’s own fees [x] days after the Project Work has been delivered. MM will withhold all or some of the fee if the Service Provider has materially failed to meet its obligations (including failure to attain satisfactory feedback from the Customer).

The Platform operates in US$ and MM shall deduct from the Escrow Account such sums as shall be necessary to compensate it for any foreign currency losses suffered as a result of payments being made into or out of the Escrow Account in a currency other than US$. The cost of such deduction will be borne by either the Customer or the Service Provider as set out in the Confirmation Sheet. 

If the Customer fails to pay the required fee on the due date, the Service Provider shall be entitled to cancel the Initial Booking and if it does so any obligation on the Service Provider to provide the Project Work shall cease

MM shall retain the agreed Project Work fee in a separately designated escrow account (“Escrow Account”) in the name of MM, details of which are on the Confirmation Sheet.

Each Service Provider consents to the issue by MM of self-billed invoices in respect of its fees. The Service Provider agrees not to issue its own invoices in respect of such deemed supplies. Each Service Provider shall inform MM forthwith on it ceasing to be registered for VAT, or following a sale of its business or the re-registration of it business under a new VAT registration number.

 MM may set off against any amounts payable to Service Provider any payment of any amount owed by Service Provider to MM (or to HMRC, if HMRC does, or is likely, in MM’s reasonable opinion, to claim any VAT from MM); and any payment made by MM shall be without prejudice to any claims or rights which MM may have against Service Provider.

6. Intellectual Property Rights 

All materials made available to Service Providers on the Website, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws and remain the property of the copyright owner stated. MM has the agreement of the copyright owner to make these materials available and does so on a good faith basis without warranting the quality or appropriateness of these materials for specific Project Works. 

Service Providers may not use such materials in any way other than for the conduct of Project Works. 

7. Use of Information Provided 

The parties agree that MM can use the Registered Information to contact a Service Provider or a Customer (by phone, email or otherwise) at any time. It is further agreed that MM may retain, in a manner consistent with its Privacy Policy [link] (which is incorporated herein by reference), the Registered Information once an application has been made to be registered as a Service Provider or a Customer. 

MM shall have the right to utilise and publish any Service Provider or Customer profile, in whole or in part, in its marketing materials, whether contained on the Website or elsewhere.

Information provided by each Service Provider or Customer is stored in a database in the United Kingdom and will be accessed by MM staff and third parties with whom MM has contracted. The information may also be held, processed, and transferred inside or outside the European Economic Area.

8. Liability 

Each Service Provider and each Customer shall be liable to and shall indemnify MM for any loss, liability, costs (including reasonable legal costs), damages and expenses arising from any breach by it of the terms of this agreement and/or any negligent or reckless act or any defamatory conduct. 

MM IS NOT A PARTY TO ANY CONTRACT FOR THE PROVISION OF WORK TO A CUSTOMER AND IS NOT RESPONSIBLE IN ANY WAY IN CONTRACT, TORT OR OTHERWISE TO ANY PERSON (INCLUDING, IN PARTICULAR, ANY CUSTOMER) FOR THE QUALITY OF ANY WORK DONE BY A SERVICE PROVIDER. ANY AND ALL LIABILITY OF MM IS THEREFORE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY STATUTE. 

9. Termination 

MM reserves the right to terminate at its sole discretion the registration of any entity as a Service Provider or a Customer with immediate effect if MM learns that it has committed a material breach of this agreement including the disclosure  of Confidential Information, MM will immediately terminate this agreement and withhold payments for Project Works already conducted but not yet paid and possibly seek to recover any profit earned from direct dealings in breach. MM also reserves its right to take such other action as it seems appropriate.

MM shall also be entitled to cancel a registration if a Service Provider or a Customer is served with a bankruptcy or winding up petition, or is otherwise unable to pay its debts as they fall due.

A Service Provider or a Customer may terminate its registration (subject to fulfilling or paying for any Project Work bookings already committed to) by giving MM two weeks prior notice in writing. 

10. General 

MM does not guarantee that any tenders for Project Work submitted by any Service Provider will be successful or that any Customer will be successful in finding any suitable and appropriate Service Providers.

MM may modify these Terms of Service from time to time by posting the modification(s) on the Website. Unless otherwise specified by MM all modifications will be effective upon posting. 

Except as expressly agreed in writing, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of MM or to make any representations or warranties on behalf of MM or any third party. 

MM shall not be responsible for any failures of the Platform or other failures on its part where the cause of the failure is the occurrence of any act of force majeure (being an event which is beyond the reasonable control of MM (including but not limited act of God, terrorist event, strike, civil commotion or natural disaster).

Any party’s status as a Service Provider or Customer does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between that party and MM or any or any person. 

No Service Provider or Customert shall make any unauthorised use of MM's name. 

Each Service Provider and each Customer hereby indemnifies MM for any tax levied on MM or payments required by HMRC if an employment relationship is deemed created.

The terms of this agreement and any document or policy expressly referred to within its provisions constitute the whole agreement between MM and you and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between MM and you relating to the subject matter. 

MM shall be entitled to assign the benefit of this agreement but Service Providers and Customers shall not be permitted to assign the benefit of this agreement.

The parties acknowledge that, in entering into this agreement they will not have any remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or the documents referred to in its provisions. The Parties agree that the only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be a breach of contract. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation. 

If any court or competent authority finds that any provision of this agreement (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 this agreement shall not be affected. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

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 laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) although MM retains the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.

Part B-Service Provider specific terms

1. Access to the Platform

A Service Provider may access the Platform and submit a tender for Project Work only if it is not restricted from doing so by contractual, fiduciary or other obligation(s). By completing the registration form and accessing the Platform, a Service Provider warrants that it is not restricted from providing Project Work for Customers and that it has obtained all necessary approvals. 

2. Right to accept or decline

A Service Provider is free at any time prior to payment by the Customer of the Project Work fee as referred to in section 5 below to accept or decline any request from a Customer to do Project Work at its sole discretion, provided that it may only provide services that:

(a) do not carry any conflict of interests; 

(b) it is permitted to conduct under applicable laws and any restrictions it may have (including contractual, employment, or otherwise); and 

(c) it is  technically able to deliver to the standard reasonably expected by the Customer assuming the Customer has in turn been clear as to its requirements. 

3. Warranties 

Each Service Provider warrants that:

(a) its conduct of any Project Work and the content and format of any materials used or supplied will not infringe the copyright rights or other intellectual property rights of any third party and hereby indemnifies MM from and against any costs claims damages or expenses (including reasonable legal expenses) that it may incur or suffer as a result of any breach of this warranty; and 

(b) it has adequate insurance (including travel insurance) in respect of conduct of the relevant Project Work

4. Service Provider’s obligations

Each Service Provider agrees:

  1. not to sub-contract its obligations to do Project Work without the express prior agreement of the Customer;
  2. at all times to act with all due care, skill and ability in any dealings with Customers;
  3. that MM has generated marketing leads for it by being given access to a database of Customers and prospective Project Work projects that has been built up over time and at great cost to MM and that therefore it is reasonable for the Service Provider to commit not to seek to circumvent the Platform by directly or indirectly soliciting Customers for the purposes of booking Project Work at any time whilst registered as a Service Provider and for a period of 12 months after ceasing to be registered as a Service Provider;
  4. to cooperate fully with MM and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defence or prosecution of any claims or actions; 
  5. to follow the processes for scheduling, conducting and cancelling/postponing Project Works as set out on the Platform;
  6. to notify MM and the Customer as soon as possible if he becomes ill or is otherwise unable to provide services and to use reasonable endeavours to secure at its own expense a suitably qualified alternative Service Provider to provide the relevant Project Work subject to Customer acceptance of the suggested alternative (which acceptance shall be communicated through the Platform); and
  7. to be responsible for compliance with all applicable laws, rules and regulations including Data Protection regulations and that it will comply with guidelines issued by the client including any expenses policies
  8. that it will not publish or cause to be published any derogatory or defamatory comments about either MM or a Customer;
  9. it will redirect the Customer to the Platform if it receives a direct solicitation to tender for future Project Work; 
  10. it will comply with any health and safety guidelines of the Customer whilst on Customer’s premises and will notify the Customer of any health and safety issues that it becomes aware of; 
  11. it will correspond with the Customer only via the notified email link from the Platform

Part C-Customer specific terms

1. Access to the Platform

A Customer may access the Platform and publish an invitation to tender for Project Work only if it is not restricted from doing so by contractual, fiduciary or other obligation(s). By completing the registration form and accessing the Platform, a Customer warrants that it is not restricted from seeking tenders for Project Work from Service Providers and that it has obtained all necessary approvals. 

Registration on the Platform as a Customer is not intended to and does not operate as a promise or guarantee of any kind by MM to a Customer that: (i) it will be successful in procuring successful bids for any tender for Project Work; and (ii) that any work done pursuant to a successful tender will be of a particular standard or quality.

2. Right to accept or decline

A Customer is not committed until it pays the Project Work fee as referred to in section 5 of Part A above and is free at any time prior to that point to accept or decline any tender from a Service Provider to do Project Work at its sole discretion. 


3. Customer’s obligations

Each Customer agrees:

  1. to pay the Project Work Fee as set out below in section 5 of Part A above;
  2. that MM has given the Customer access to a database of Service Providers that has been built up over time and at great cost to MM and that therefore it is reasonable for the Customer to commit not to seek to circumvent the Platform by directly or indirectly soliciting Service Providers for the purposes of booking Project Work at any time whilst registered as a Customer and for a period of 12 months after the later of the date it ceases to be registered as a Customer and the date it ceases to receive services from a Service Provider (“Post-termination Period”);
  3. to pay compensation of an amount equal to 20% (twenty percent) of the first year salary (including bonus and commissions) paid or payable to any Service Provider that it employs whether as employee or full time consultant during the term of this agreement or the Post-termination Period;
  4. to cooperate fully with MM and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defence or prosecution of any claims or actions;
  5. to follow the processes for scheduling, conducting and cancelling/postponing Project Works as set out on the Platform;
  6. that it will not publish or cause to be published any derogatory or defamatory comments about either MM or a Service Provider;
  7. it will redirect the Service Provider to the Platform if it receives a direct solicitation to tender for future Project Work; 
  8. it will correspond with Service providers only via the notified email link from the Platform