Last Updated on 24th October 2017.
1.1 Together with the Consultancy Agreement which they refer to, these terms set out all of the terms of the contract between you, a user of our Service who would like to carry out a Project, and us.
1.2 Certain words and phrases used in these terms have defined meanings. Those definitions are set out in clause 8.
2.1 We are Reed Specialist Recruitment Limited (company number 6903140). Our registered office is at Academy Court, 94 Chancery Lane, London WC2A 1DT. You can contact us by email at firstname.lastname@example.org or by telephone at 020 3640 7132. Our VAT number is 835 5155 25
3.1 Our Service allows us to post Projects setting out what we need, when we need it and how much we will pay, and you can then apply to carry out that Project. We then choose who we would like to perform that Project and then we pay them (in advance or arrears, as they may agree).
3.2 Our Service is only for adults acting in the course of a business or profession. It is not suitable for consumers or minors. So, each time you use our Service, you represent to us that you are an adult and that you are using our Service in the course of your business or profession. If that representation is, or becomes, untrue, we will be entitled to terminate your account immediately.
3.3 Nothing about these terms or our Service is intended to create any obligation of exclusivity or any minimum performance requirement. You are free to obtain work anywhere else as you see fit, and nothing obliges you to apply for any Projects through the Service.
4.1 When you create an account, you must choose a password to protect your account. You must keep that password safe, and you must not share it with anyone else. If you think someone else might know your password, you must change it straight away. You are solely responsible for all actions taken on our Service using your account.
4.2 Our Service will ask you to provide certain information about you, such as your phone number, your email and postal address. That information must be true, complete and current, and you must ensure that you keep it up to date. You may not create an account with us using an assumed name or someone else’s identity.
4.3 Our Service allows you to upload various materials, including text and photos. Whenever any material is uploaded using your account, you must ensure that you have all the necessary rights to use that material and to share it with us, and you must ensure that material does not contain anything:
4.3.1 which is a trade secret or otherwise confidential; or
4.3.2 which is unlawful, offensive, obscene, defamatory or which tends to promote discrimination on the basis of a characteristic protected by law.
4.4 Our Service contains a messaging system allowing you to communicate with us and our employees. Whenever you communicate with us and our employees in the context of the Service, you must not abuse or threaten us or them, use discriminatory language (such as racial slurs) or mislead or make them promises you do not intend to keep. We reserve the right to terminate or suspend your account immediately in response to complaints about your conduct towards our employees.
4.5 We own or are licensed to use the intellectual property rights in our Service, including our branding and the underlying technologies. We grant to you a non-exclusive, revocable, royalty-free, non-sublicensable licence to use our Service in accordance with these terms for as long as your account remains active.
4.6 You must not use our Service for any unlawful purpose. In particular, you must not use the Service to launder money, avoid sanctions or capital controls, pay or receive bribes, or to do anything in connection with the proceeds of crime. We reserve the right to monitor your use of our Service to ensure it is used lawfully.
4.7 Where we share with you in the context of the Service information which we describe as confidential, or which is obviously confidential, you must not share that information with anyone else without our permission, unless you are required to do so by law. You must not post any confidential information (whether yours or anyone else’s) in any area of the Service which is visible generally, and we will not have any liability if you do.
5.1 When you create your account with us, we will ask you to provide us with a short description of yourself and to provide us with relevant information about your skills, your availability, your hourly rate and your location. We use that information to match you with potential Projects and to give you the opportunity to apply to perform those Projects, so you must ensure that the information you give to us is accurate and current, and you must keep it up to date.
5.2 By applying to perform a Project, you are making a binding offer to enter into a contract with us to perform that Project in return for the price offered by us. If we accept your offer, a contract is created between you and us on:
5.2.1 the terms which we require to be included in contracts between you and us, as set out in the Consultancy Agreement.
5.3 You must perform a Project in accordance with (and otherwise comply with) your contract with us and you are responsible for ensuring that you perform that contract in accordance with applicable laws.
5.4 You must not apply to perform a Project for us unless, based on the information which we have provided, you are reasonably satisfied that you have the skills, knowledge, resources and experience to perform that Project to the required specifications, standard, budget and timeframe.
5.5 You must not offer to perform, or describe yourself as able to perform, any Project which is unlawful.
5.6 You are not our employee, and you must not mislead anyone about your status.
5.7 You must invoice us using our Service. You are responsible for any VAT chargeable in respect of Projects you perform. Our Service allows you to add VAT to your invoice.
5.8 For ongoing Projects or Projects for which you charge on a time and materials basis, you must invoice us through our Service at least monthly.
5.9 You are responsible for your own costs and expenses in performing Projects, unless we agree otherwise.
5.10 You are responsible for and will indemnify us in respect of any income tax, any National Insurance and social security contributions, and any other similar liability which arises as a result of your performance of Projects and use of the Service (and any penalty, fine or interest arising out of any of them), to the fullest extent permitted by applicable laws.
5.11 As an independent contractor, you are responsible for your legal liabilities to us. You should consider taking out appropriate insurance against those liabilities.
6.1 We engage a third party to host and operate the Service, which will use reasonable endeavours to keep the technology powering the Service operational, allowing for appropriate maintenance windows and acknowledging that a certain amount of unscheduled downtime is inherent in web-based services such as the Service. We offer no other warranty in respect of the Service, and all warranties which would otherwise be implied into these terms by operation of law are excluded to the fullest extent permitted.
6.2 We may add or remove features from the Service from time to time. We will use reasonable endeavours to inform you of changes to features of the Service likely to have a significant impact on how you use it.
6.3 Our liability to you is limited or excluded as follows:
6.3.1 nothing in these terms will limit or exclude our liability for fraud, fraudulent misrepresentation or any other matter which it is unlawful to limit or exclude;
6.3.2 we will have no liability to you for any loss of revenue, loss of opportunity, loss of profit, increased cost, replacement cost, account of our profit, loss of or damage to reputation or loss of or damage to data, nor for any indirect or consequential loss; and
6.3.3 otherwise, our total liability to you arising under or in connection with these terms or the Service, regardless of the legal theory of liability, is limited to an amount equal to the fees paid by us to you as a result of Projects posted or performed by you (as the case may be) in the 12 months preceding the event (or last in the series of events) giving rise to such liability.
6.4 We may suspend or terminate your account with us immediately:
6.4.1 if you breach these terms;
6.4.2 if we reasonably believe it is necessary to protect our interests or those of others;
6.4.3 if you become bankrupt or insolvent; or if you die or otherwise become incapable of performing your obligations under these terms.
7.1 These terms and the documents referred to in them contain the whole of the agreement between you and us relating to the Service.
7.2 No representation or other pre-contractual statement will have any legal effect unless (and solely to the extent that) it is repeated in these terms.
7.3 Nothing in these terms will create any relationship of partnership, agency or employment between us.
7.4 No waiver of any of these terms will be valid unless we agree it in writing.
7.5 Neither party will have any liability for its failure to perform its obligations under these terms if and to the extent that failure is caused by a reason beyond its reasonable control.
7.6 Article 10 of Directive 2000/31/EC will not apply to these terms.
7.7 These terms and all non-contractual obligations arising out of or in connection with them are governed by English law and subject to the exclusive jurisdiction of the English courts.
8.1 In these terms:
Service means our platform and site providing an online marketplace for services and skills;
Project means a project posted to our Service by us, with a view to its being performed in return for payment;
Consultancy Agreement refers to the attached contract containing the terms and conditions to supply under the YPO HR Services and Solutions Lot 2 framework, and the specific terms of the Project being delivered.