This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Gurus Direct Ltd (GDL) which is a wholly owned subsidiary of Venture Bridge Holdings Limited (VBH), in these Terms of Service “GDL/VBH” represents both organizations. as does “we”, or “us”.
GDL/VBH (“The Marketplace”, “marketplace”. “platform”) is governing your use of GDL/VBH Site and Site Services (collectively, “Services”).You understand that by using the GDL/VBH Site or Site Services (which generally means using in any way our work marketplace gurusdirect.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute GDL/VBH’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Fee and ACH Authorization Agreement, Privacy Policy, Terms of Use, and this User Agreement, including Section 14 which contains an arbitration agreement and class action waiver that applies to claims brought against GDL/VBH in the United Kingdom, England and Wales. You have an opportunity to opt out of arbitration as provided.
This Agreement also incorporates, for any User using the GDL/VBH Direct Contract Service, GDL/VBH Direct Contract Terms and for any User using the Any Hire Services, the You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.
If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions . If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit gurusdirect.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.
1. About these Terms
1.1. GURUS DIRECT LTD is a supplier of an online platform providing a marketplace where certified IT professionals may connect with clients. It also serves as an introduction engine and payment service gateway. The Platform is not a quality assurance or vetting service, a project management tool, or a dispute resolution service.
1.2. The Platform is operated by GURUS DIRECT LTD, registered in England and Wales with company number 13011951. Any reference to “we”, “us”, or “our” is a reference to GURUS DIRECT LTD.
1.3. You may contact us via [email protected]
1.4. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with us.
1.5. These Terms set out the terms and conditions under which Suppliers may use the Platform to offer and advertise their fixed-cost services, and Clients may view and place Orders for such services.
1.6. By using the Platform, opening a user account or by clicking to accept or agree to the General Terms and Conditions when this option is made available to a User, the User accepts and agrees, on behalf of themselves or on behalf of their employer or any other entity (if applicable), to be bound and abide by these Terms.
1.7. We may amend these Terms at any time by publishing the amendments on our website. Where appropriate, we will notify the amendments by e-mail to the Users at least 14 days before they enter into force. If a User does not accept the amendments, they are entitled to terminate the Contract before the amendments enter into force. If they continue to use the Platform after this date, they will be deemed to have accepted the respective amendments.
2. Interpretation
2.1. In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Client” means a natural or legal person (such as a company), including their authorised users, ordering robotic process automation services from Suppliers via the Platform.
“Confidential Information” has the meaning given in clause 9.1.
“Contract” means the contract between us and the Client, or us and the Supplier (as applicable), under which we have agreed to provide Services to the relevant User, and consists of these Terms, any other documents referred to herein, and any Order Form.
“Effective Date” means the date on which we have accepted the Order Form.
“Fee” means any amount charged by and payable to us, including any Order Fee.
“Normal Business Hours” means time between [9 a.m.] and [5 p.m.] UK time on Business Days.
“Order” means requirements for a specific work requested by a Client from a Supplier via the Platform, and confirmed and accepted by the relevant Supplier.
“Order Fee” means the fee quoted by the Supplier for completing the Order.
“Order Form” means any order form or document of similar nature (whether concluded in paper form or electronically) in which the User has ordered and we have agreed to provide the Services.
“Platform” means the platform operated by GURUS DIRECT LTD which provides a marketplace where Suppliers may connect with Clients, also providing an introduction engine and payment service gateway.
“Services” means any services provided by us to the User via or in connection with the Platform, including access and use of the Platform itself, and any documents and materials made available by us.
“Supplier” means a robotic process automation (RPA) provider registered with us that offers and provides services and posts rates (including hourly, daily, weekly, monthly, or yearly rates) on the Platform. Suppliers may be freelancers or employees of another company.
“Terms” means these General Terms and Conditions.
“Users” refers to both Suppliers and Clients.
“User Data” means the data (including applications) inputted by the User or by us on the User's behalf for the purpose of using the Services or facilitating the User's use of the Services.
“VAT” means value added tax.
2.2. In the Contract unless the context otherwise requires:
2.2.1. references to any gender include every gender;
2.2.2. words in the singular number include the plural number and vice versa;
2.2.3. references to persons include firms, companies and corporations and vice versa;
2.2.4. references to numbered clauses are references to the relevant clause in these Terms;
2.2.5. the headings to clauses of these Terms shall not affect the interpretation; and
2.2.6. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment.
3. Accessing and using the Platform
3.1. Users must be at least 18 years of age to access the Platform.
3.2. On the Platform, Suppliers may offer or advertise their fixed-cost services, and Clients may view and place Orders for such services. Suppliers may in their discretion accept Orders.
3.3. The Services are designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance notified to Users in advance.
3.4. [We will support services during Normal Business Hours.]
3.5. We may, from time to time and subject to notifying the Users in advance, make changes to Services to improve, update or upgrade existing functionality or Services; introduce new functionality or services; reflect changes to technology or market practice; or ensure that the Services remain compliant with all applicable laws, legal obligations or regulations. Any such changes shall not result in a material degradation in the Services.
3.6. Any passwords or user identification codes that we provide to Users must be treated as confidential and must not be disclosed to anyone else. Users are solely responsible for all activities that occur on or in connection with their respective Platform accounts and they must notify us immediately of any unauthorized access to or use of their Platform account. Users acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of their Platform account.
3.7. The Users acknowledge and agree that we and our licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated in the Contract, these Terms do not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.
3.8. The Users acknowledge and agree that we retain the right to use all published delivered works for our marketing and promotion purposes.
4. Clients
4.1. We grant to the Client a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Client, via rights of access granted to the Client, to access the Platform, connect and communicate with us and Suppliers, and receive the results of Suppliers’ work solely for the Client’s business operations. The grant of this right and licence is subject to the Client’s compliance with the Contract.
4.2. The Client shall be responsible for all acts and omissions of each of its authorised users and any and all use of the Services using each authorised user's access credentials.
4.3. To enable us to provide the Services, the Client grants us a non-exclusive right and licence to copy, exploit, process, store, transmit and use their User Data solely to the extent necessary to provide the Services.
4.4. The Client shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Services. The Client acknowledges that a failure to do so may impact its use of the Services.
4.5. Unless otherwise specified in the Contract, the Services may be provided from any jurisdiction and from more than one jurisdiction at any one time.
4.6. We do not provide any guarantee of the identity of Suppliers and level of service provided by Suppliers to Clients. Unless otherwise expressly set out in writing, we do not warrant that the Services, Orders or results obtained from their use are fit for the Client's purposes, are error free or uninterrupted, are compatible with the Client’s hardware or software, or are delivered on time, and the Client assumes sole responsibility for such results.
5. Suppliers
5.1. We grant to a Supplier a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Supplier, via rights of access granted to the Supplier, to access the Platform, connect and communicate with us and Clients, and send to Clients the results of their work (i.e. deliver Orders). The grant of this right and licence is subject to the Supplier’s compliance with the Contract.
5.2. When a Client requests Supplier’s services and the Supplier accepts the request, an Order is created and the Supplier is bound to fulfil the requirements of the relevant Order and may not cancel Orders on a regular basis or without cause.
5.3. Suppliers must deliver completed Orders (including any files and proofs of work) using the dedicated functionality on the Platform, in accordance with the Client’s requirements specified in the Order.
5.4. Suppliers are required to meet the agreed delivery time. Failing to do so will allow the Client to request to cancel their order.
5.5. When delivering work or services under an Order, the Supplier grants to the Client a non-exclusive, non-transferable, and non-revocable right and licence, without the right to sublicense, to use the work.
5.6. Upon completion of an Order we shall credit the Supplier’s user account with the agreed amount stated in the Order, from which we may deduct our commission and any other applicable fees. The Supplier may request to withdraw the funds at any time. For security reasons, we may temporarily disable a Supplier’s ability to withdraw the funds to prevent fraudulent or illicit activity.
6. Payments
6.1. When a Supplier accepts a Client’s Order, the Client agrees to pay to us the Order Fee.
6.2. Where available, the Client may order additional services for which we may charge additional Fees.
6.3. Any and all Fees shall be paid to us before the Supplier commences any work on the Order, using a valid payment card or acceptable payment method. We may process payments ourselves or via third-party payment service providers. When payment is accepted we shall generally notify the Client and the Supplier, at which time the Order shall commence.
6.4. Unless stated otherwise, all amounts quoted are in Pound Sterling and exclusive of VAT.
6.5. The Client acknowledges and agrees that where services are provided by a Supplier in respect of an Order, the Order Fee shall represent the gross income of the Supplier. The Client agrees that we may collect this payment from the Client on behalf of the Supplier. We may also charge a commission for acting as the agent of the Supplier in the relevant transaction. This commission will be deducted from the Order Fee collected by us before we distribute the payment to the Supplier. Any VAT that is due in relation to the sale is the responsibility of the Supplier. For the avoidance of doubt, we are only responsible for declaring and accounting for any VAT that is due on the commission that we will charge to the Client.
6.6. By making any payment to us and/or providing payment details to us, the Client represents and warrants that (a) they are authorised to provide such information; (b) they are authorised to make payments using the selected payment method; (c) if they are an employee or agent of a company or person that responsible for the payment card or payment method, they are authorised by that company or person to use the payment card or payment method to make payments to us; and (d) such actions do not violate any applicable law.
6.7. Users may not offer or accept payments using any other method than through the Platform. Users shall report to us any offer to make or accept payment using any such method. Breach of this clause 6.7 shall be considered a material breach of the Contract.
6.8. Invoices issued by us shall be sent to Client’s registered email address.
7. Permitted Conduct
7.1. Users shall not, and shall procure that each authorised user does not:
7.1.1. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or the Platform (as applicable) in any form or media or by any means;
7.1.2. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Platform;
7.1.3. store, access, publish, disseminate, distribute or transmit via the Services and or the Platform any material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property;
7.1.4. access all or any part of the Services or the Platform in order to build a product or service which competes with the Services;
7.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the authorised users; or
7.1.6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 7.
7.2. Suppliers shall not offer or advertise, and Clients shall place Orders, and we may in our discretion and without notice to any User cancel Orders breaching our acceptable use policy, in particular but not limited to Orders consisting of or relating to:
7.2.1. illegal or fraudulent services;
7.2.2. infringement of any intellectual property rights;
7.2.3. adult-oriented, pornographic, or obscene services;
7.2.4. intentional copies of other offers;
7.2.5. spam, violent, deceptive, misleading offers or Orders; and
7.2.6. offers or Orders consisting of or relating to activities that are prohibited by any laws.
7.3. We will not tolerate rude, abusive, improper language, discriminatory conduct, or violent messages and may suspend any User behaving in this way.
8. Suspension
8.1. We may, without prejudice to any other rights or remedies available to us, suspend the User’s access to, or use of, the Services in whole or in part immediately on notice to the User if:
8.1.1. the User has failed to pay any amounts due to us under the Contract or if any payment under clause 6 has not been authorised;
8.1.2. the User is otherwise in breach of its obligations under the Contract;
8.1.3. there is an attack on the Services used by User or if User Data is accessed or manipulated by a third party without the User’s consent;
8.1.4. we are required by applicable law to suspend the User's access to, or use of, the Services; or
8.1.5. we reasonably believe that the suspension of the Services is necessary to protect our infrastructure, network or the use of the Services by other Users because of a threat to the security, integrity or use of the Services.
8.2. We shall use reasonable endeavours to re-establish or permit access to the Services as soon as possible following our determination that the cause of the suspension has been resolved.
8.3. We shall have no liability whether under these Terms or at law to the Use for any exercise of our rights pursuant to this clause 8.
9. Confidentiality
9.1. In order to perform our obligations under the Contract, we may be given access to information of the respective Client that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”).
9.2. Subject to Clause 9.4, we shall hold the Client’s Confidential Information in confidence and not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of the respective Contract.
9.3. We shall take all reasonable steps to ensure that the Client’s Confidential Information to which we have access is not disclosed or distributed by our employees or agents in violation of the terms of the Contract.
9.4. We may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, we give the respective Client as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 9.4, we take into account the reasonable requests of the respective Client in relation to the content of such disclosure.
10. Indemnity
10.1. The Client shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services provided by us under the Contract, provided that the Client is given prompt notice of any such claim; we provide reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and the Client is given sole authority to defend or settle the claim
10.2. We shall defend the User, its officers, directors and employees (if applicable) against any claim that the User's use of the Services provided by us under the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality. We shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims and all related losses, costs and expenses, provided that we are given prompt notice of any such claim; the User provides reasonable co-operation to us in the defence and settlement of such claim, at our expense; and we are given sole authority to defend or settle the claim.
10.3. In the defence or settlement of any claim, we may procure the right for the User to continue using the Services provided under the Contract, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on [two] Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
10.4. In no event shall we, our employees, agents and subcontractors be liable to any User to the extent that the alleged infringement is based on a modification of the Services by anyone other than us; any User's use of the Services in a manner contrary to the instructions given to the User by us; or the User's use of the Services or after notice of the alleged or actual infringement from us or any appropriate authority.
10.5. This clause 10 states the Client’s sole and exclusive rights and remedies, and our (including our employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. Our Liability
11.1. The Services are provided to Users on an "as is" basis.
11.2. We shall not be responsible for the appropriateness of, or violations of any intellectual property or other rights, by any content created or uploaded to the Platform by Users. Users shall be solely responsible for such content and the consequences of using, disclosing, storing, or transmitting it. By uploading to or creating content on the Platform, Users represent and warrant that they own or have obtained all rights, licenses, consents, permissions or authorisations, necessary to use and/or upload such content and that such content or the use thereof on the Platform does not and shall not infringe or violate any third-party rights, and violate any applicable laws and regulations.
11.3. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Users in connection with Services, or any actions taken by us at the User’s direction.
11.4. We shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any other indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by any User in connection with the Services or in connection with the use, inability to use, or results of the use of the Services or any materials, automations, code, scripts and other deliverables provided or developed as a result of an introduction on the Platform.
11.5. We shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
11.6. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a User’s computer equipment, computer programs, User Data or other proprietary material due to a User’s use of the Platform or to a User’s downloading of any material posted on it, or on any website linked to it.
11.7. Our total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the lower of £[1,000] or the Order Fee paid by the Client in respect of the Order in connection with which the claim arose.
11.8. Nothing in these Terms shall limit or exclude any liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability which cannot be properly excluded under English law.
11.9. Nothing in the Contract excludes the liability of the User for any breach, infringement or misappropriation our intellectual property rights.
12. Term and termination
12.1. If the Client is currently not anticipating receipt of any services from any Suppliers, the Client may terminate the Contract without cause at any time by informing us by email or by deleting their user account.
12.2. If the Supplier is currently not providing services to a Client under an Order, the Supplier may terminate the Contract without cause at any time by informing us by email [or by deleting their user account].
12.3. We may terminate the Contract without cause at any time by serving to the User a 14-days’ written notice.
12.4. Without limiting its other rights or remedies, either party (including us and Users) may terminate the Contract with immediate effect by giving written notice to the other party if:
12.4.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
12.4.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.4.3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.4.4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.5. Upon termination of the Contract, we will delete all User Data of the respective User within sixty (60) days after the Contract has expired. The User can download all their User Data before the expiration of this period. We do not guarantee that the User Data will remain available after the expiration of this date.
13. General
13.1. Data Processing. We shall process any personal data in accordance with our Privacy Policy. The Client shall remain responsible and liable for the processing of any personal data in their control.
13.2. Force majeure. We shall have no liability to the User under the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control (provided that the User is notified of such an event and its expected duration), including, without limitation strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party); failure of a utility service or transport or telecommunications network; act of God, war, riot, civil commotion or malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, storm; default of suppliers or subcontractors; or epidemic or pandemic.
13.3. Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of our rights or obligations under the Contract. A User may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
13.4. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
13.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7. Notices.
13.7.1. All notices given under or in connection with the Contract shall be in writing.
13.7.2. Any notice or communication shall be deemed to have been received:
(i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
(ii) when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
(iii) on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
(iv) on the tenth Business Day following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
14. LIMITATION OF LIABILITY
14.1. Any liability we may have to you is limited.
14.2. GDL/VBH is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
14.3. Additionally, in no event will GDL/VBH, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of GDL/VBH, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) £2,500 or (b) any fees retained by GDL/VBH with respect to service contracts on which User was involved as Client or Employee/member of our site/ freelancer during the six-month period preceding the date of the claim.
14.4. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if GDL/VBH has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
14.5. The following limited liability clause governs the interactions and consultations facilitated by Gurus Direct Ltd ("the Marketplace") between businesses seeking IT advice and IT professionals or IT companies ("Consultants or Gurus including their Employer") providing such advice.
Furthermore
14.6. The Marketplace acts solely as a platform to connect businesses with Consultants or Gurus including their Employer (or “Gurus”) for online consultations related to IT matters. The Marketplace does not provide IT advice itself but merely facilitates the exchange of information and services between parties.
14.7. The Marketplace does not warrant the accuracy, reliability, or completeness of any advice, information, or recommendations provided by Consultants or Gurus including their Employer to businesses through the platform. All information exchanged during consultations is for informational purposes only and should not be construed as professional advice endorsed by the Marketplace.
14.8. The Marketplace shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with the advice provided by Consultants or Gurus including their Employer, including but not limited to errors, omissions, inaccuracies, or delays in information.
14.9. Businesses engaging in consultations with Consultants or Gurus including their Employer through the Marketplace acknowledge and accept that they do so at their own risk. It is the responsibility of the business to independently verify the accuracy and suitability of any advice received from Consultants or Gurus including their Employer before acting upon it.
14.10. Consultants or Gurus including their Employer using the Marketplace to offer their services agree to indemnify and hold harmless the Marketplace, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising out of or in connection with the advice provided by the Consultant.
14.11. The Marketplace reserves the right to suspend or terminate the account of any Consultant found to be in violation of the terms of service or engaged in fraudulent or misleading practices during consultations.
14.12. This limited liability clause shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising under or in connection with this clause shall be subject to the exclusive jurisdiction of the courts of England and Wales
14.13. By using the Marketplace, both businesses and Consultants or Gurus including their Employer acknowledge that they have read, understood, and agreed to the terms outlined in this limited liability clause. The Marketplace reserves the right to modify or update this clause at any time without prior notice.
15. Manage your consultation
15.1. Once you set up your consultation, you can let clients come to you. You will have the opportunity to build a network of clients and boost your reputation.
Things to be aware of:
• Minimum time to book is 24 hours ahead
• Reminder email to accept/decline booking will be sent after 12 hours
• Booking request expires after 24 hours if not accepted
• 1:1 sessions can only be booked up to 7 days in advance
• Payment is taken 1 hour before booking date/time
• Cancellation is permitted up to 2 hours before booking date/time
15.2 It is agreed that all users of the GDL/VBH Platform/Marketplace negotiate your own contract: When setting up a consultation through Gurus Direct Ltd, its crucial to negotiate and draft a specific contract with your client outlining the terms of service, including limitations of liability. This contract should be tailored to your specific consultation and clearly define your responsibilities and limitations. This is especially important for Companies and Employers of Gurus, Consultants and anyone that represents your organisation on our platform/marketplace.
16. Social Terms and Social Media
16.1. Introduction
These terms and conditions shall govern your use of our platform. By using our platform, you accept these terms and conditions in full, accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our platform
16.2. If you register with our platform, submit any material to our platform or use any of our platform services, we will ask you to expressly agree to these terms and conditions
16.3. You must be at least 18 years of age to use our platform, by using our platform or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age
17. Copyright notice
Copyright (c) 2024 Gurus Direct Ltd.
17.1. Subject to the express provisions of these terms and conditions: we, together with our licensors, own and control all the copyright and other intellectual property rights in our platform and the material on our platform, and all the copyright and other intellectual property rights in our platform and the material on our platform are reserved
17.2. Permission to use platform
You may:
view pages from our platform in a web browser;
download pages from our platform for caching in a web browser;
print pages from our platform for your own personal and non-commercial use, providing that such printing is not systematic or excessive;
stream audio and video files from our platform using the media player on our platform, and
use our platform services by means of a web browser, subject to the other provisions of these terms and conditions.
17.3. Except as expressly permitted by Section 17.2 or the other provisions of these terms and conditions, you must not download any material from our platform or save any such material to your computer.
Unless you own or control the relevant rights in the material, you must not:
republish material from our platform (including republication on another platform);
sell, rent or sub-license material from our platform;
show any material from our platform in public;
exploit material from our platform for a commercial purpose; or
redistribute material from our platform
17.4. Notwithstanding Section 17.3, you may redistribute our newsletter in print and electronic form to any person.
17.5. We reserve the right to suspend or restrict access to our platform, to areas of our platform and/or to functionality upon our platform. We may, for example, suspend access to the platform during server maintenance or when we update the platform. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the platform.
18. Feeds
18.1. You may access our RSS and Atom feeds using any compatible feed reader or aggregator
18.2. By accessing our feeds, you accept these terms and conditions
18.3. Subject to your acceptance of these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sub-licensable licence to display content from our feeds in unmodified form on any platform owned and operated by you, providing that you must not aggregate any of our feed content with any third party feed when displaying it in accordance with this Section 18.3
18.4. It is a condition of this licence that you include a credit for us and hyperlink to our platform on each web page where our feed content is published (in such form as we may specify from time to time, or if we do not specify any particular form, in a reasonable form)
18.5. We may revoke any licence relating to our feeds or feed content at any time, with or without notice
19. Other social media platforms
19.1. Our platform includes features that enable users to interact with other social media platforms - including Facebook, Instagram, Twitter, YouTube, LinkedIn - directly from our platform
19.2.2 Using the social media features on our platform, you may:
share data or content from our platform; and like or upvote content from our platform
19.3. You acknowledge that the use of the social media platforms is subject to the terms and conditions of the relevant platform operator and that the use of any personal data transferred to the platforms is subject to the privacy policy or notice of the relevant platform operator
19.4. Subject to Section 28, we will not be liable to you for any loss or damage arising out of: your use of any third party social media platform; and any act or omission of any third party social media platform operator
19.5. When using social media features on our platform or browsing pages on our platform that incorporate social media features, the social media platforms may collect information about you and your use of our platform and those features, including by means of cookies. For more information about these cookies and the use of personal data collected by us and by the platforms, see our privacy and cookies policy
20. Misuse of platform
20.1. You must not:
use our platform in any way or take any action that causes, or may cause, damage to the platform or impairment of the performance, availability, accessibility, integrity or security of the platform;
use our platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
hack or otherwise tamper with our platform;
probe, scan or test the vulnerability of our platform without our permission;
circumvent any authentication or security systems or processes on or relating to our platform;
use our platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
impose an unreasonably large load on our platform resources (including bandwidth, storage capacity and processing capacity);
decrypt or decipher any communications sent by or to our platform without our permission;
conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our platform without our express written consent;
access or otherwise interact with our platform using any robot, spider or other automated means, except for the purpose of search engine indexing; use our platform except by means of our public interfaces;
violate the directives set out in the robots.txt file for our platform;
use data collected from our platform for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
do anything that interferes with the normal use of our platform
You must ensure that all the information you supply to us through our platform, or in relation to our platform, is true, accurate, current, complete and non-misleading
21. Registration and accounts
21.1. You may register for an account with our platform by completing and submitting the account registration form on our platform, and clicking on the verification link in the email that the platform will send to you
21.2. You must not allow any other person to use your account to access the platform
21.3. You must notify us in writing immediately if you become aware of any unauthorised use of your account.
21.4. You must not use any other person's account to access the platform, unless you have that person's express permission to do so
22. User login details
22.1. If you register for an account with our platform, you will be asked to choose a user ID and password
22.2. Your user ID must not be liable to mislead and must comply with the content rules set out in Section 21; you must not use your account or user ID for or in connection with the impersonation of any person
22.3. You must keep your password confidential
22.4. You must notify us in writing immediately if you become aware of any disclosure of your password
22.5. You are responsible for any activity on our platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure
23. Cancellation and suspension of account
23.1. We may:
suspend your account;
cancel your account; and/or
edit your account details
at any time in our sole discretion with or without notice to you
We will usually cancel an account if it remains unused for a continuous period of 18 months
23.2. You may cancel your account on our platform using your account control panel on the platform
24. Social networking
24.1. Registered users will have access to such additional features on our platform as we may from time to time determine, which may include:
facilities to complete a detailed personal profile on the platform, to publish that profile on the platform, and to restrict the publication of that profile to particular groups or individuals registered on the platform;
facilities to create groups, manage groups that you have created, join and leave groups, and share information amongst group members;
the facility to send private messages via the platform to particular groups or individuals registered on the platform; and
the facility to post and publish text and media on the platform
24.2. You acknowledge that we cannot be held responsible for the behaviour of our users, either on or off the platform, and we cannot guarantee that any information provided by a user is true, accurate, complete, current and not misleading; and subject to Section 16.1 you will not hold us liable in respect of any loss or damage arising out of any user behaviour or user information
24.3. You agree to the publication of posts relating to you, by others, on our platform; you acknowledge that such posts may be critical or defamatory or otherwise unlawful; and, subject to Section 30.1, you agree that you will not hold us liable in respect of any such posts, irrespective of whether we are aware or ought to have been aware of such posts
25. Personal profiles
25.1. All information that you supply as part of a personal profile on the platform must be true, accurate, current, complete and non-misleading
25.2. You must keep your personal profile on our platform up to date
25.3. Personal profile information must also comply with the provisions of Section 20 and Section 26
26. Our rights to use your content
26.1. In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our platform for storage or publication on, processing by, or transmission via, our platform
26.2. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media
26.3. You grant to us the right to sub-license the rights licensed under Section 26.2
26.4. You grant to us the right to bring an action for infringement of the rights licensed under Section 26.2
26.5. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law
26.7. You may edit your content to the extent permitted using the editing functionality made available on our platform
26.8. Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content
27. Rules about your content
27.1 You warrant and represent that your content will comply with these terms and conditions
27.2. Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law)
27.3. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
be libellous or maliciously false;
be obscene or indecent;
infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;
infringe any right of confidence, right of privacy or right under data protection legislation;
constitute negligent advice or contain any negligent statement;
constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
be in contempt of any court or in breach of any court order;
be in breach of racial or religious hatred or discrimination legislation;
be in breach of official secrets legislation;
be in breach of any contractual obligation owed to any person;
depict violence;
be pornographic, lewd, suggestive or sexually explicit;
be untrue, false, inaccurate or misleading;
consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
constitute spam;
be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
cause annoyance, inconvenience or needless anxiety to any person
27.4. Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet
27.5. You must not use our platform to link to any platform or web page consisting of or containing material that would, were it posted on our platform, breach the provisions of these terms and conditions
27.6. You must not submit to our platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint
28. Report abuse
28.1. If you learn of any unlawful material or activity on our platform, or any material or activity that breaches these terms and conditions, please let us know
You can let us know about any such material or activity by email at [email protected]
29. Limited warranties
29.1. We do not warrant or represent:
the completeness or accuracy of the information published on our platform;
that the material on the platform is up to date,
that the platform will operate without fault, or
that the platform or any service on the platform will remain available
29.2. We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any platform services, or if we stop publishing the platform
29.3. To the maximum extent permitted by applicable law and subject to Section 16.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our platform and the use of our platform
30. Limitations and exclusions of liability
30.1. Nothing in these terms and conditions will:
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law, or
exclude any liabilities that may not be excluded under applicable law
30.2. The limitations and exclusions of liability set out in this Section 30 and elsewhere in these terms and conditions:
are subject to Section 30.1, and
govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions
30.3. To the extent that our platform and the information and services on our platform are provided free of charge, we will not be liable for any loss or damage of any nature
30.4. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control
30.5. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill
30.6. We will not be liable to you in respect of any loss or corruption of any data, database or software
30.7. We will not be liable to you in respect of any special, indirect or consequential loss or damage
30.8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the platform or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees)
31. Indemnity
31.1. You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our platform or any breach by you of any provision of these terms and conditions
32. Breaches of these terms and conditions
32.1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
send you one or more formal warnings;
temporarily suspend your access to our platform;
permanently prohibit you from accessing our platform;
block computers using your IP address from accessing our platform;
contact any or all of your internet service providers and request that they block your access to our platform;
commence legal action against you, whether for breach of contract or otherwise, and/or
suspend or delete your account on our platform
32.2. Where we suspend or prohibit or block your access to our platform or a part of our platform, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account)
33. Third party platforms
33.1. Our platform includes hyperlinks to other platforms owned and operated by third parties; such hyperlinks are not recommendations
33.2. We have no control over third party platforms and their contents, and subject to Section 30.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them
34. Trademarks
34.1. Gurus Direct Ltd., our logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights
34.2. The third party registered and unregistered trademarks or service marks on our platform are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights
35. Competitions
35.1. From time to time we will run competitions, free prize draws and/or other promotions on our platform
35.2. Competitions will be subject to separate terms and conditions (which we will make available to you as appropriate)
36. Variation
36.1. We may revise these terms and conditions from time to time
36.2. The revised terms and conditions shall apply to the use of our platform from the date of publication of the revised terms and conditions on the platform, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions
37. Assignment
37.1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions
37.2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions
38. Severability
38.1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect
38.2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect
39. Third party rights
39.1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party
39.2. The exercise of the parties rights under a contract under these terms and conditions is not subject to the consent of any third party
40. Entire agreement
40.1. Subject to Section 30.1, these terms and conditions shall constitute the entire agreement between you and us in relation to your use of our platform and shall supersede all previous agreements between you and us in relation to your use of our platform
41. Law and jurisdiction
41.1. These terms and conditions shall be governed by and construed in accordance with English law
41.2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England
42. Statutory and regulatory disclosures
42.1. You can contact us: by email at [email protected]
GDL/VBH (“The Marketplace”, “marketplace”. “platform”) is governing your use of GDL/VBH Site and Site Services (collectively, “Services”).You understand that by using the GDL/VBH Site or Site Services (which generally means using in any way our work marketplace gurusdirect.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute GDL/VBH’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Fee and ACH Authorization Agreement, Privacy Policy, Terms of Use, and this User Agreement, including Section 14 which contains an arbitration agreement and class action waiver that applies to claims brought against GDL/VBH in the United Kingdom, England and Wales. You have an opportunity to opt out of arbitration as provided.
This Agreement also incorporates, for any User using the GDL/VBH Direct Contract Service, GDL/VBH Direct Contract Terms and for any User using the Any Hire Services, the You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.
If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions . If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit gurusdirect.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.
1. About these Terms
1.1. GURUS DIRECT LTD is a supplier of an online platform providing a marketplace where certified IT professionals may connect with clients. It also serves as an introduction engine and payment service gateway. The Platform is not a quality assurance or vetting service, a project management tool, or a dispute resolution service.
1.2. The Platform is operated by GURUS DIRECT LTD, registered in England and Wales with company number 13011951. Any reference to “we”, “us”, or “our” is a reference to GURUS DIRECT LTD.
1.3. You may contact us via [email protected]
1.4. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with us.
1.5. These Terms set out the terms and conditions under which Suppliers may use the Platform to offer and advertise their fixed-cost services, and Clients may view and place Orders for such services.
1.6. By using the Platform, opening a user account or by clicking to accept or agree to the General Terms and Conditions when this option is made available to a User, the User accepts and agrees, on behalf of themselves or on behalf of their employer or any other entity (if applicable), to be bound and abide by these Terms.
1.7. We may amend these Terms at any time by publishing the amendments on our website. Where appropriate, we will notify the amendments by e-mail to the Users at least 14 days before they enter into force. If a User does not accept the amendments, they are entitled to terminate the Contract before the amendments enter into force. If they continue to use the Platform after this date, they will be deemed to have accepted the respective amendments.
2. Interpretation
2.1. In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Client” means a natural or legal person (such as a company), including their authorised users, ordering robotic process automation services from Suppliers via the Platform.
“Confidential Information” has the meaning given in clause 9.1.
“Contract” means the contract between us and the Client, or us and the Supplier (as applicable), under which we have agreed to provide Services to the relevant User, and consists of these Terms, any other documents referred to herein, and any Order Form.
“Effective Date” means the date on which we have accepted the Order Form.
“Fee” means any amount charged by and payable to us, including any Order Fee.
“Normal Business Hours” means time between [9 a.m.] and [5 p.m.] UK time on Business Days.
“Order” means requirements for a specific work requested by a Client from a Supplier via the Platform, and confirmed and accepted by the relevant Supplier.
“Order Fee” means the fee quoted by the Supplier for completing the Order.
“Order Form” means any order form or document of similar nature (whether concluded in paper form or electronically) in which the User has ordered and we have agreed to provide the Services.
“Platform” means the platform operated by GURUS DIRECT LTD which provides a marketplace where Suppliers may connect with Clients, also providing an introduction engine and payment service gateway.
“Services” means any services provided by us to the User via or in connection with the Platform, including access and use of the Platform itself, and any documents and materials made available by us.
“Supplier” means a robotic process automation (RPA) provider registered with us that offers and provides services and posts rates (including hourly, daily, weekly, monthly, or yearly rates) on the Platform. Suppliers may be freelancers or employees of another company.
“Terms” means these General Terms and Conditions.
“Users” refers to both Suppliers and Clients.
“User Data” means the data (including applications) inputted by the User or by us on the User's behalf for the purpose of using the Services or facilitating the User's use of the Services.
“VAT” means value added tax.
2.2. In the Contract unless the context otherwise requires:
2.2.1. references to any gender include every gender;
2.2.2. words in the singular number include the plural number and vice versa;
2.2.3. references to persons include firms, companies and corporations and vice versa;
2.2.4. references to numbered clauses are references to the relevant clause in these Terms;
2.2.5. the headings to clauses of these Terms shall not affect the interpretation; and
2.2.6. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment.
3. Accessing and using the Platform
3.1. Users must be at least 18 years of age to access the Platform.
3.2. On the Platform, Suppliers may offer or advertise their fixed-cost services, and Clients may view and place Orders for such services. Suppliers may in their discretion accept Orders.
3.3. The Services are designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance notified to Users in advance.
3.4. [We will support services during Normal Business Hours.]
3.5. We may, from time to time and subject to notifying the Users in advance, make changes to Services to improve, update or upgrade existing functionality or Services; introduce new functionality or services; reflect changes to technology or market practice; or ensure that the Services remain compliant with all applicable laws, legal obligations or regulations. Any such changes shall not result in a material degradation in the Services.
3.6. Any passwords or user identification codes that we provide to Users must be treated as confidential and must not be disclosed to anyone else. Users are solely responsible for all activities that occur on or in connection with their respective Platform accounts and they must notify us immediately of any unauthorized access to or use of their Platform account. Users acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of their Platform account.
3.7. The Users acknowledge and agree that we and our licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated in the Contract, these Terms do not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.
3.8. The Users acknowledge and agree that we retain the right to use all published delivered works for our marketing and promotion purposes.
4. Clients
4.1. We grant to the Client a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Client, via rights of access granted to the Client, to access the Platform, connect and communicate with us and Suppliers, and receive the results of Suppliers’ work solely for the Client’s business operations. The grant of this right and licence is subject to the Client’s compliance with the Contract.
4.2. The Client shall be responsible for all acts and omissions of each of its authorised users and any and all use of the Services using each authorised user's access credentials.
4.3. To enable us to provide the Services, the Client grants us a non-exclusive right and licence to copy, exploit, process, store, transmit and use their User Data solely to the extent necessary to provide the Services.
4.4. The Client shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Services. The Client acknowledges that a failure to do so may impact its use of the Services.
4.5. Unless otherwise specified in the Contract, the Services may be provided from any jurisdiction and from more than one jurisdiction at any one time.
4.6. We do not provide any guarantee of the identity of Suppliers and level of service provided by Suppliers to Clients. Unless otherwise expressly set out in writing, we do not warrant that the Services, Orders or results obtained from their use are fit for the Client's purposes, are error free or uninterrupted, are compatible with the Client’s hardware or software, or are delivered on time, and the Client assumes sole responsibility for such results.
5. Suppliers
5.1. We grant to a Supplier a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Supplier, via rights of access granted to the Supplier, to access the Platform, connect and communicate with us and Clients, and send to Clients the results of their work (i.e. deliver Orders). The grant of this right and licence is subject to the Supplier’s compliance with the Contract.
5.2. When a Client requests Supplier’s services and the Supplier accepts the request, an Order is created and the Supplier is bound to fulfil the requirements of the relevant Order and may not cancel Orders on a regular basis or without cause.
5.3. Suppliers must deliver completed Orders (including any files and proofs of work) using the dedicated functionality on the Platform, in accordance with the Client’s requirements specified in the Order.
5.4. Suppliers are required to meet the agreed delivery time. Failing to do so will allow the Client to request to cancel their order.
5.5. When delivering work or services under an Order, the Supplier grants to the Client a non-exclusive, non-transferable, and non-revocable right and licence, without the right to sublicense, to use the work.
5.6. Upon completion of an Order we shall credit the Supplier’s user account with the agreed amount stated in the Order, from which we may deduct our commission and any other applicable fees. The Supplier may request to withdraw the funds at any time. For security reasons, we may temporarily disable a Supplier’s ability to withdraw the funds to prevent fraudulent or illicit activity.
6. Payments
6.1. When a Supplier accepts a Client’s Order, the Client agrees to pay to us the Order Fee.
6.2. Where available, the Client may order additional services for which we may charge additional Fees.
6.3. Any and all Fees shall be paid to us before the Supplier commences any work on the Order, using a valid payment card or acceptable payment method. We may process payments ourselves or via third-party payment service providers. When payment is accepted we shall generally notify the Client and the Supplier, at which time the Order shall commence.
6.4. Unless stated otherwise, all amounts quoted are in Pound Sterling and exclusive of VAT.
6.5. The Client acknowledges and agrees that where services are provided by a Supplier in respect of an Order, the Order Fee shall represent the gross income of the Supplier. The Client agrees that we may collect this payment from the Client on behalf of the Supplier. We may also charge a commission for acting as the agent of the Supplier in the relevant transaction. This commission will be deducted from the Order Fee collected by us before we distribute the payment to the Supplier. Any VAT that is due in relation to the sale is the responsibility of the Supplier. For the avoidance of doubt, we are only responsible for declaring and accounting for any VAT that is due on the commission that we will charge to the Client.
6.6. By making any payment to us and/or providing payment details to us, the Client represents and warrants that (a) they are authorised to provide such information; (b) they are authorised to make payments using the selected payment method; (c) if they are an employee or agent of a company or person that responsible for the payment card or payment method, they are authorised by that company or person to use the payment card or payment method to make payments to us; and (d) such actions do not violate any applicable law.
6.7. Users may not offer or accept payments using any other method than through the Platform. Users shall report to us any offer to make or accept payment using any such method. Breach of this clause 6.7 shall be considered a material breach of the Contract.
6.8. Invoices issued by us shall be sent to Client’s registered email address.
7. Permitted Conduct
7.1. Users shall not, and shall procure that each authorised user does not:
7.1.1. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or the Platform (as applicable) in any form or media or by any means;
7.1.2. except to the extent expressly permitted by the Contract or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Platform;
7.1.3. store, access, publish, disseminate, distribute or transmit via the Services and or the Platform any material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property;
7.1.4. access all or any part of the Services or the Platform in order to build a product or service which competes with the Services;
7.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the authorised users; or
7.1.6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 7.
7.2. Suppliers shall not offer or advertise, and Clients shall place Orders, and we may in our discretion and without notice to any User cancel Orders breaching our acceptable use policy, in particular but not limited to Orders consisting of or relating to:
7.2.1. illegal or fraudulent services;
7.2.2. infringement of any intellectual property rights;
7.2.3. adult-oriented, pornographic, or obscene services;
7.2.4. intentional copies of other offers;
7.2.5. spam, violent, deceptive, misleading offers or Orders; and
7.2.6. offers or Orders consisting of or relating to activities that are prohibited by any laws.
7.3. We will not tolerate rude, abusive, improper language, discriminatory conduct, or violent messages and may suspend any User behaving in this way.
8. Suspension
8.1. We may, without prejudice to any other rights or remedies available to us, suspend the User’s access to, or use of, the Services in whole or in part immediately on notice to the User if:
8.1.1. the User has failed to pay any amounts due to us under the Contract or if any payment under clause 6 has not been authorised;
8.1.2. the User is otherwise in breach of its obligations under the Contract;
8.1.3. there is an attack on the Services used by User or if User Data is accessed or manipulated by a third party without the User’s consent;
8.1.4. we are required by applicable law to suspend the User's access to, or use of, the Services; or
8.1.5. we reasonably believe that the suspension of the Services is necessary to protect our infrastructure, network or the use of the Services by other Users because of a threat to the security, integrity or use of the Services.
8.2. We shall use reasonable endeavours to re-establish or permit access to the Services as soon as possible following our determination that the cause of the suspension has been resolved.
8.3. We shall have no liability whether under these Terms or at law to the Use for any exercise of our rights pursuant to this clause 8.
9. Confidentiality
9.1. In order to perform our obligations under the Contract, we may be given access to information of the respective Client that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”).
9.2. Subject to Clause 9.4, we shall hold the Client’s Confidential Information in confidence and not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of the respective Contract.
9.3. We shall take all reasonable steps to ensure that the Client’s Confidential Information to which we have access is not disclosed or distributed by our employees or agents in violation of the terms of the Contract.
9.4. We may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, we give the respective Client as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 9.4, we take into account the reasonable requests of the respective Client in relation to the content of such disclosure.
10. Indemnity
10.1. The Client shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services provided by us under the Contract, provided that the Client is given prompt notice of any such claim; we provide reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and the Client is given sole authority to defend or settle the claim
10.2. We shall defend the User, its officers, directors and employees (if applicable) against any claim that the User's use of the Services provided by us under the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality. We shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims and all related losses, costs and expenses, provided that we are given prompt notice of any such claim; the User provides reasonable co-operation to us in the defence and settlement of such claim, at our expense; and we are given sole authority to defend or settle the claim.
10.3. In the defence or settlement of any claim, we may procure the right for the User to continue using the Services provided under the Contract, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on [two] Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
10.4. In no event shall we, our employees, agents and subcontractors be liable to any User to the extent that the alleged infringement is based on a modification of the Services by anyone other than us; any User's use of the Services in a manner contrary to the instructions given to the User by us; or the User's use of the Services or after notice of the alleged or actual infringement from us or any appropriate authority.
10.5. This clause 10 states the Client’s sole and exclusive rights and remedies, and our (including our employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. Our Liability
11.1. The Services are provided to Users on an "as is" basis.
11.2. We shall not be responsible for the appropriateness of, or violations of any intellectual property or other rights, by any content created or uploaded to the Platform by Users. Users shall be solely responsible for such content and the consequences of using, disclosing, storing, or transmitting it. By uploading to or creating content on the Platform, Users represent and warrant that they own or have obtained all rights, licenses, consents, permissions or authorisations, necessary to use and/or upload such content and that such content or the use thereof on the Platform does not and shall not infringe or violate any third-party rights, and violate any applicable laws and regulations.
11.3. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Users in connection with Services, or any actions taken by us at the User’s direction.
11.4. We shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any other indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by any User in connection with the Services or in connection with the use, inability to use, or results of the use of the Services or any materials, automations, code, scripts and other deliverables provided or developed as a result of an introduction on the Platform.
11.5. We shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
11.6. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a User’s computer equipment, computer programs, User Data or other proprietary material due to a User’s use of the Platform or to a User’s downloading of any material posted on it, or on any website linked to it.
11.7. Our total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the lower of £[1,000] or the Order Fee paid by the Client in respect of the Order in connection with which the claim arose.
11.8. Nothing in these Terms shall limit or exclude any liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability which cannot be properly excluded under English law.
11.9. Nothing in the Contract excludes the liability of the User for any breach, infringement or misappropriation our intellectual property rights.
12. Term and termination
12.1. If the Client is currently not anticipating receipt of any services from any Suppliers, the Client may terminate the Contract without cause at any time by informing us by email or by deleting their user account.
12.2. If the Supplier is currently not providing services to a Client under an Order, the Supplier may terminate the Contract without cause at any time by informing us by email [or by deleting their user account].
12.3. We may terminate the Contract without cause at any time by serving to the User a 14-days’ written notice.
12.4. Without limiting its other rights or remedies, either party (including us and Users) may terminate the Contract with immediate effect by giving written notice to the other party if:
12.4.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
12.4.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.4.3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.4.4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.5. Upon termination of the Contract, we will delete all User Data of the respective User within sixty (60) days after the Contract has expired. The User can download all their User Data before the expiration of this period. We do not guarantee that the User Data will remain available after the expiration of this date.
13. General
13.1. Data Processing. We shall process any personal data in accordance with our Privacy Policy. The Client shall remain responsible and liable for the processing of any personal data in their control.
13.2. Force majeure. We shall have no liability to the User under the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control (provided that the User is notified of such an event and its expected duration), including, without limitation strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party); failure of a utility service or transport or telecommunications network; act of God, war, riot, civil commotion or malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, storm; default of suppliers or subcontractors; or epidemic or pandemic.
13.3. Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of our rights or obligations under the Contract. A User may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
13.4. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
13.5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7. Notices.
13.7.1. All notices given under or in connection with the Contract shall be in writing.
13.7.2. Any notice or communication shall be deemed to have been received:
(i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
(ii) when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
(iii) on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
(iv) on the tenth Business Day following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
14. LIMITATION OF LIABILITY
14.1. Any liability we may have to you is limited.
14.2. GDL/VBH is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
14.3. Additionally, in no event will GDL/VBH, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of GDL/VBH, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) £2,500 or (b) any fees retained by GDL/VBH with respect to service contracts on which User was involved as Client or Employee/member of our site/ freelancer during the six-month period preceding the date of the claim.
14.4. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if GDL/VBH has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
14.5. The following limited liability clause governs the interactions and consultations facilitated by Gurus Direct Ltd ("the Marketplace") between businesses seeking IT advice and IT professionals or IT companies ("Consultants or Gurus including their Employer") providing such advice.
Furthermore
14.6. The Marketplace acts solely as a platform to connect businesses with Consultants or Gurus including their Employer (or “Gurus”) for online consultations related to IT matters. The Marketplace does not provide IT advice itself but merely facilitates the exchange of information and services between parties.
14.7. The Marketplace does not warrant the accuracy, reliability, or completeness of any advice, information, or recommendations provided by Consultants or Gurus including their Employer to businesses through the platform. All information exchanged during consultations is for informational purposes only and should not be construed as professional advice endorsed by the Marketplace.
14.8. The Marketplace shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with the advice provided by Consultants or Gurus including their Employer, including but not limited to errors, omissions, inaccuracies, or delays in information.
14.9. Businesses engaging in consultations with Consultants or Gurus including their Employer through the Marketplace acknowledge and accept that they do so at their own risk. It is the responsibility of the business to independently verify the accuracy and suitability of any advice received from Consultants or Gurus including their Employer before acting upon it.
14.10. Consultants or Gurus including their Employer using the Marketplace to offer their services agree to indemnify and hold harmless the Marketplace, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising out of or in connection with the advice provided by the Consultant.
14.11. The Marketplace reserves the right to suspend or terminate the account of any Consultant found to be in violation of the terms of service or engaged in fraudulent or misleading practices during consultations.
14.12. This limited liability clause shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising under or in connection with this clause shall be subject to the exclusive jurisdiction of the courts of England and Wales
14.13. By using the Marketplace, both businesses and Consultants or Gurus including their Employer acknowledge that they have read, understood, and agreed to the terms outlined in this limited liability clause. The Marketplace reserves the right to modify or update this clause at any time without prior notice.
15. Manage your consultation
15.1. Once you set up your consultation, you can let clients come to you. You will have the opportunity to build a network of clients and boost your reputation.
Things to be aware of:
• Minimum time to book is 24 hours ahead
• Reminder email to accept/decline booking will be sent after 12 hours
• Booking request expires after 24 hours if not accepted
• 1:1 sessions can only be booked up to 7 days in advance
• Payment is taken 1 hour before booking date/time
• Cancellation is permitted up to 2 hours before booking date/time
15.2 It is agreed that all users of the GDL/VBH Platform/Marketplace negotiate your own contract: When setting up a consultation through Gurus Direct Ltd, its crucial to negotiate and draft a specific contract with your client outlining the terms of service, including limitations of liability. This contract should be tailored to your specific consultation and clearly define your responsibilities and limitations. This is especially important for Companies and Employers of Gurus, Consultants and anyone that represents your organisation on our platform/marketplace.
16. Social Terms and Social Media
16.1. Introduction
These terms and conditions shall govern your use of our platform. By using our platform, you accept these terms and conditions in full, accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our platform
16.2. If you register with our platform, submit any material to our platform or use any of our platform services, we will ask you to expressly agree to these terms and conditions
16.3. You must be at least 18 years of age to use our platform, by using our platform or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age
17. Copyright notice
Copyright (c) 2024 Gurus Direct Ltd.
17.1. Subject to the express provisions of these terms and conditions: we, together with our licensors, own and control all the copyright and other intellectual property rights in our platform and the material on our platform, and all the copyright and other intellectual property rights in our platform and the material on our platform are reserved
17.2. Permission to use platform
You may:
view pages from our platform in a web browser;
download pages from our platform for caching in a web browser;
print pages from our platform for your own personal and non-commercial use, providing that such printing is not systematic or excessive;
stream audio and video files from our platform using the media player on our platform, and
use our platform services by means of a web browser, subject to the other provisions of these terms and conditions.
17.3. Except as expressly permitted by Section 17.2 or the other provisions of these terms and conditions, you must not download any material from our platform or save any such material to your computer.
Unless you own or control the relevant rights in the material, you must not:
republish material from our platform (including republication on another platform);
sell, rent or sub-license material from our platform;
show any material from our platform in public;
exploit material from our platform for a commercial purpose; or
redistribute material from our platform
17.4. Notwithstanding Section 17.3, you may redistribute our newsletter in print and electronic form to any person.
17.5. We reserve the right to suspend or restrict access to our platform, to areas of our platform and/or to functionality upon our platform. We may, for example, suspend access to the platform during server maintenance or when we update the platform. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the platform.
18. Feeds
18.1. You may access our RSS and Atom feeds using any compatible feed reader or aggregator
18.2. By accessing our feeds, you accept these terms and conditions
18.3. Subject to your acceptance of these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sub-licensable licence to display content from our feeds in unmodified form on any platform owned and operated by you, providing that you must not aggregate any of our feed content with any third party feed when displaying it in accordance with this Section 18.3
18.4. It is a condition of this licence that you include a credit for us and hyperlink to our platform on each web page where our feed content is published (in such form as we may specify from time to time, or if we do not specify any particular form, in a reasonable form)
18.5. We may revoke any licence relating to our feeds or feed content at any time, with or without notice
19. Other social media platforms
19.1. Our platform includes features that enable users to interact with other social media platforms - including Facebook, Instagram, Twitter, YouTube, LinkedIn - directly from our platform
19.2.2 Using the social media features on our platform, you may:
share data or content from our platform; and like or upvote content from our platform
19.3. You acknowledge that the use of the social media platforms is subject to the terms and conditions of the relevant platform operator and that the use of any personal data transferred to the platforms is subject to the privacy policy or notice of the relevant platform operator
19.4. Subject to Section 28, we will not be liable to you for any loss or damage arising out of: your use of any third party social media platform; and any act or omission of any third party social media platform operator
19.5. When using social media features on our platform or browsing pages on our platform that incorporate social media features, the social media platforms may collect information about you and your use of our platform and those features, including by means of cookies. For more information about these cookies and the use of personal data collected by us and by the platforms, see our privacy and cookies policy
20. Misuse of platform
20.1. You must not:
use our platform in any way or take any action that causes, or may cause, damage to the platform or impairment of the performance, availability, accessibility, integrity or security of the platform;
use our platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
hack or otherwise tamper with our platform;
probe, scan or test the vulnerability of our platform without our permission;
circumvent any authentication or security systems or processes on or relating to our platform;
use our platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
impose an unreasonably large load on our platform resources (including bandwidth, storage capacity and processing capacity);
decrypt or decipher any communications sent by or to our platform without our permission;
conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our platform without our express written consent;
access or otherwise interact with our platform using any robot, spider or other automated means, except for the purpose of search engine indexing; use our platform except by means of our public interfaces;
violate the directives set out in the robots.txt file for our platform;
use data collected from our platform for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
do anything that interferes with the normal use of our platform
You must ensure that all the information you supply to us through our platform, or in relation to our platform, is true, accurate, current, complete and non-misleading
21. Registration and accounts
21.1. You may register for an account with our platform by completing and submitting the account registration form on our platform, and clicking on the verification link in the email that the platform will send to you
21.2. You must not allow any other person to use your account to access the platform
21.3. You must notify us in writing immediately if you become aware of any unauthorised use of your account.
21.4. You must not use any other person's account to access the platform, unless you have that person's express permission to do so
22. User login details
22.1. If you register for an account with our platform, you will be asked to choose a user ID and password
22.2. Your user ID must not be liable to mislead and must comply with the content rules set out in Section 21; you must not use your account or user ID for or in connection with the impersonation of any person
22.3. You must keep your password confidential
22.4. You must notify us in writing immediately if you become aware of any disclosure of your password
22.5. You are responsible for any activity on our platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure
23. Cancellation and suspension of account
23.1. We may:
suspend your account;
cancel your account; and/or
edit your account details
at any time in our sole discretion with or without notice to you
We will usually cancel an account if it remains unused for a continuous period of 18 months
23.2. You may cancel your account on our platform using your account control panel on the platform
24. Social networking
24.1. Registered users will have access to such additional features on our platform as we may from time to time determine, which may include:
facilities to complete a detailed personal profile on the platform, to publish that profile on the platform, and to restrict the publication of that profile to particular groups or individuals registered on the platform;
facilities to create groups, manage groups that you have created, join and leave groups, and share information amongst group members;
the facility to send private messages via the platform to particular groups or individuals registered on the platform; and
the facility to post and publish text and media on the platform
24.2. You acknowledge that we cannot be held responsible for the behaviour of our users, either on or off the platform, and we cannot guarantee that any information provided by a user is true, accurate, complete, current and not misleading; and subject to Section 16.1 you will not hold us liable in respect of any loss or damage arising out of any user behaviour or user information
24.3. You agree to the publication of posts relating to you, by others, on our platform; you acknowledge that such posts may be critical or defamatory or otherwise unlawful; and, subject to Section 30.1, you agree that you will not hold us liable in respect of any such posts, irrespective of whether we are aware or ought to have been aware of such posts
25. Personal profiles
25.1. All information that you supply as part of a personal profile on the platform must be true, accurate, current, complete and non-misleading
25.2. You must keep your personal profile on our platform up to date
25.3. Personal profile information must also comply with the provisions of Section 20 and Section 26
26. Our rights to use your content
26.1. In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our platform for storage or publication on, processing by, or transmission via, our platform
26.2. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media
26.3. You grant to us the right to sub-license the rights licensed under Section 26.2
26.4. You grant to us the right to bring an action for infringement of the rights licensed under Section 26.2
26.5. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law
26.7. You may edit your content to the extent permitted using the editing functionality made available on our platform
26.8. Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content
27. Rules about your content
27.1 You warrant and represent that your content will comply with these terms and conditions
27.2. Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law)
27.3. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
be libellous or maliciously false;
be obscene or indecent;
infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;
infringe any right of confidence, right of privacy or right under data protection legislation;
constitute negligent advice or contain any negligent statement;
constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
be in contempt of any court or in breach of any court order;
be in breach of racial or religious hatred or discrimination legislation;
be in breach of official secrets legislation;
be in breach of any contractual obligation owed to any person;
depict violence;
be pornographic, lewd, suggestive or sexually explicit;
be untrue, false, inaccurate or misleading;
consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
constitute spam;
be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
cause annoyance, inconvenience or needless anxiety to any person
27.4. Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet
27.5. You must not use our platform to link to any platform or web page consisting of or containing material that would, were it posted on our platform, breach the provisions of these terms and conditions
27.6. You must not submit to our platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint
28. Report abuse
28.1. If you learn of any unlawful material or activity on our platform, or any material or activity that breaches these terms and conditions, please let us know
You can let us know about any such material or activity by email at [email protected]
29. Limited warranties
29.1. We do not warrant or represent:
the completeness or accuracy of the information published on our platform;
that the material on the platform is up to date,
that the platform will operate without fault, or
that the platform or any service on the platform will remain available
29.2. We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any platform services, or if we stop publishing the platform
29.3. To the maximum extent permitted by applicable law and subject to Section 16.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our platform and the use of our platform
30. Limitations and exclusions of liability
30.1. Nothing in these terms and conditions will:
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law, or
exclude any liabilities that may not be excluded under applicable law
30.2. The limitations and exclusions of liability set out in this Section 30 and elsewhere in these terms and conditions:
are subject to Section 30.1, and
govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions
30.3. To the extent that our platform and the information and services on our platform are provided free of charge, we will not be liable for any loss or damage of any nature
30.4. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control
30.5. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill
30.6. We will not be liable to you in respect of any loss or corruption of any data, database or software
30.7. We will not be liable to you in respect of any special, indirect or consequential loss or damage
30.8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the platform or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees)
31. Indemnity
31.1. You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our platform or any breach by you of any provision of these terms and conditions
32. Breaches of these terms and conditions
32.1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
send you one or more formal warnings;
temporarily suspend your access to our platform;
permanently prohibit you from accessing our platform;
block computers using your IP address from accessing our platform;
contact any or all of your internet service providers and request that they block your access to our platform;
commence legal action against you, whether for breach of contract or otherwise, and/or
suspend or delete your account on our platform
32.2. Where we suspend or prohibit or block your access to our platform or a part of our platform, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account)
33. Third party platforms
33.1. Our platform includes hyperlinks to other platforms owned and operated by third parties; such hyperlinks are not recommendations
33.2. We have no control over third party platforms and their contents, and subject to Section 30.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them
34. Trademarks
34.1. Gurus Direct Ltd., our logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights
34.2. The third party registered and unregistered trademarks or service marks on our platform are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights
35. Competitions
35.1. From time to time we will run competitions, free prize draws and/or other promotions on our platform
35.2. Competitions will be subject to separate terms and conditions (which we will make available to you as appropriate)
36. Variation
36.1. We may revise these terms and conditions from time to time
36.2. The revised terms and conditions shall apply to the use of our platform from the date of publication of the revised terms and conditions on the platform, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions
37. Assignment
37.1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions
37.2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions
38. Severability
38.1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect
38.2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect
39. Third party rights
39.1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party
39.2. The exercise of the parties rights under a contract under these terms and conditions is not subject to the consent of any third party
40. Entire agreement
40.1. Subject to Section 30.1, these terms and conditions shall constitute the entire agreement between you and us in relation to your use of our platform and shall supersede all previous agreements between you and us in relation to your use of our platform
41. Law and jurisdiction
41.1. These terms and conditions shall be governed by and construed in accordance with English law
41.2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England
42. Statutory and regulatory disclosures
42.1. You can contact us: by email at [email protected]
