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Cloud Gurus is a third-party booking
marketplace that connects customers with suppliers. It is the Gurus
responsibility to be clear about what service they are providing and to make
sure they do their best to help the client.
Code of Conduct
In using our website, you agree to
follow our Code of Conduct. Violation of our Code of Conduct may result in the
immediate removal of a user.
Gurus may not:
Solicit customers to pay for your
services through a Third-Party payment platform.
Harass customers in anyway, including
harassment about any ratings you receive on your profile. If you have any
concerns about a particular user, please contact us.
Lie or make untruthful claims about
your expertise or your ability to help (valid credentials must be provided)
Make promises you do not intend to
Customers may not:
Try to persuade Gurus into receiving
payment via a Third-Party payment platform. If you do so and the Guru does not
deliver, you will be fully responsible for your loss.
Harass Gurus to provide you with free
Spam requests or send Gurus messages
about things that are unrelated to the services provided by this website.
If you encounter a user who is spamming
you, insulting you or generally abusing you in any way. Please contact us
3 Day Reply Policy
We expect users to be able to reply to
requests in a timely manner. Gurus that don't reply to a request within 3 business
days may face the removal of their Guru listing. We want to create a vibrant
and active user base. We understand everyone is busy and Gurus may be in crunch
time. So, replying in a timely manner may be very difficult. However, a one
sentence reply stating you are currently very busy is much better approach than
no reply at all. Communication is key! Gurus can always update their listing
with current availability.
Confidentiality and Ethics
Both Gurus and customers have a
responsibility to treat each other with dignity and respect and to behave in an
ethical manner. Both parties should identify things they want kept confidential
before, during and after any booking. Confidentiality and ethics mean a lot to
us at Cloud Gurus and something that everyone needs to respect and uphold when
using this service.
The Removal of a User
We have the right to remove any users
from Cloud Gurus and terminate their right to use this service, without any
specific reason and without being liable for compensation. This is not
something we would do lightly and would only do so if a user is abusing our
system or abusing our users in any way.
No guarantees of the functioning of
Cloud Gurus service are given. The users are themselves responsible for their actions
in the service and they should estimate the reliability of other users before
dealing with them. The service provider can under no circumstances be liable
for damage that is caused to the user. The user may not store any information
or data in the service and expect it to remain there.
While we hope that everyone has a great
experience using our service. We understand that sometimes things can go wrong.
Gurus could lie, make false claims, not show up to arranged meetings and abuse
the system. If a Guru is clearly in the wrong and does not help the client.
Cloud Gurus will step in to help resolve the conflict. In order to receive a
refund, we will contact both parties and try and resolve the conflict first.
Keep in mind this is a case-by-case basis and we will need to hear from both
sides. We want all our user to feel safe using the service. Cloud Gurus is here
to help you!
Cloud Gurus will take 5-10% commission as
a platform fee from every transaction. This enables us to continue to maintain
and run this website effectively. This fee is calculated and displayed when
inputting your hourly rate as a Guru. This fee is only taken when a payment is
Please note that all hourly rates and
payments on this website are in USD.
All mentors are responsible for taxes
in their country of residence. We are only a third-party booking platform and
do not offer tax advice. Typically speaking Gurus would be working as
"freelancers" and are paid directly from the customers PayPal account
or through Stripe. Our platform fee is deducted out of the Gurus payment from
the client. Payments flows like this: Customer>Escrow>Platform
Fee>Guru. Please see an accountant if you are unsure about receiving money
as a Guru.
Changes to this Agreement
We reserve the right, at our sole
Agreement for any changes.
GENERAL TERMS AND CONDITIONS
1. About these Terms
1.1. Cloud GURUS DIRECT is a platform
providing a marketplace where certified robotic process automation (Cloud)
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 ICT
RATED LTD, registered in England and Wales with company number 08894630. Any
reference to “we”, “us”, or “our” is a reference to ICT RATED LTD.
1.3. You may contact us via
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
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
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
“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 ICT RATED 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
“Supplier” means a robotic process
automation (Cloud) 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
“Terms” means these General Terms and
“Users” refers to both Suppliers and
“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
2.2.1. references to any gender include
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
3.8. The Users acknowledge and agree
that we retain the right to use all published delivered works for our marketing
and promotion purposes.
4.1. 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.
5.1. 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
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
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.
6.1. 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
6.4. Unless stated otherwise, all
amounts quoted are in US dollars 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
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
7.2.3. adult-oriented, pornographic, or
7.2.4. intentional copies of other
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.
8.1. 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
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.
9.1. 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
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.
10.1. 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 three Business Days' notice to the Client without any additional
liability or obligation to pay liquidated damages or other additional costs to
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
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
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
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
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, or the Order Fee
paid by the Client in respect of the Order in connection with which the claim
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
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.
13.1. Data Processing. We shall process
remain responsible and liable for the processing of any personal data in their
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.
13.7.1. 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
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
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.
2. Personal information we collect about you
Personal information (or personal data) means any information about you from which you can be identified. It does not include information where your identity has been removed (this is anonymous data).
In your using the platform, we may process to the following data:
a. Identity data may include your first name, maiden name, last name, username or similar identifier, title, date of birth, and gender, as well as your employment history, educational or professional background, and recent job titles and functions;
b. Contact data may include your home address, billing address, email address and telephone numbers, and company details;
c. Technical data may include [internet protocol (IP) address, your login data, device type, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website];
d. Profile data may include your username and password[, your personal or professional interests, and your professional online presence (e.g. LinkedIn profile)];
e. Marketing and communications data including your preferences in receiving marketing from us and our third-party partners, and your communication preferences.
f. Special categories of personal data: For recruitment purposes, we may need to collect, use and/or otherwise process your sensitive personal information in the course of our providing services to you, in particular information about your racial or ethnic origin, physical health, and details of your criminal offences. We may do so in circumstances permitted by law, namely where such processing is necessary for our compliance with employment and social security and social protection law.
If you provide information to us about any person other than yourself, your employees, counterparties, your advisers or your suppliers, you must ensure that they understand how their information will be used, and that they have given their permission for you to disclose it to us and for you to allow us, and our outsourced service providers, to use it.
3. How we collect your personal information
Generally, we collect your personal information directly from you – in person, by telephone, text email and through your use of our website. In particular, this may occur in the following circumstances:
a. when you create an account on our website or platform;
b. when you sign up as a specialist/guru or seek services as a client on our platform;
c. when you correspond with us by phone, email or other electronic means, or in writing, or when you provide other information directly to us, including to our consultants and staff;
d. when you sign up to attend and/or attend our events, or sign up to receive marketing communication and offers from us;
e. when you enter a competition, promotion or survey; and
f. when you give us feedback or contact us.
We may also collect information about you indirectly, including:
a. from publicly accessible sources;
b. from third parties, e.g. sanction screening providers or credit reference agencies; and
4. How we use your personal information
Under data protection law, we can only use your personal information if we have a proper reason for doing so, for example:
a. for the performance of our contract with you or to take steps at your request before entering into a contract;
b. to comply with our legal and regulatory obligations;
c. for our legitimate interests or those of a third party; or
d. where you have given consent.
A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests.
Generally, we do not rely on consent as a legal basis for processing your personal information although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.
We will only use your personal information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal information for an unrelated purpose, we will notify you and explain the legal basis which allows us to do so. Please note that we may process your personal information without your knowledge or consent, in compliance with the rules set out in this section, where this is required or permitted by law. We may also request your consent to process special categories of personal data or process this data without your consent where this is required or permitted by law.
We will use your personal information for the following purposes and on the following grounds:
a. On the basis of fulfilling our contract with you or entering into a contract with you on your request, in order to:
i. register you as a new user or client and update our user and client records;
ii. register you as a new supplier and update our supplier records;
iii. process and deliver our services, including sending you updates and managing payments and charges;
iv. if you are a client, to share your personal information with third parties including our contractors, specialists, gurus and other business partners;
v. if you are a contractor, specialist, guru, or other business partner to share your personal information (such as your username and contact data) with the clients;
vi. manage your user account(s); and
vii. deal with and respond to requests, enquiries and complaints.
b. On the basis of our legal obligations, we process your personal information when it is necessary:
i. for compliance with tax, accounting, anti-money laundering and other applicable law and obligations which we are subject to;
ii. for managing your statutory rights;
iv. for ensuring security of your personal data by preventing unauthorised access to it.
c. On the basis of our legitimate interest, we will use your personal information for:
i. allowing effective performance of our business by ensuring necessary internal administrative, commercial, and security processes (including in finance, controlling, business intelligence, legal & compliance, information security);
ii. verifying your identity, and preventing and detecting fraud against you or us;
iii. collecting and recovering money owed to us;
iv. asking you to provide feedback, leave a review or take a survey;
v. sending you information about and enabling you to participate in events (including online events) organised by us (with or without another party), including prize draws, competitions, surveys, and promotional activities;
vi. communicating with you and keeping you up-to-date on the latest developments, announcements, and other information about our services (including briefings, newsletters and other information), events and initiatives;
vii. promoting (including by delivering advertisements) and making suggestions and recommendations to you (including by email or when you visit our website) about services that may be of interest to you, as well as to personalise content you see on our website, and measuring and analysing the effectiveness of the promotions and suggestions we serve you;
viii. using statistical data analytics about your use of our website, products or services to improve the website, our services, marketing, customer relationships and experiences;
ix. preventing unauthorised access and modifications to systems;
x. carrying out and dealing with security-related tasks, such as troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data; and
xi. establishing, exercising and/or defending our legal rights.
5. Promotional Communications
We may use your personal information to send you updates (by email, text message, telephone or post) about our services, including exclusive offers, promotions or information about new services.
We have a legitimate interest in processing your personal information for promotional purposes (see above). This means we do not usually need your consent to send you promotional communications. However, where consent is needed, we will ask for this consent separately and clearly.
We will not sell your personal information to or share it with other organisations for marketing purposes, except where we remain the controller of your personal information and share it with third parties who act as a data processor on our behalf and only process the personal information on our instructions and for the purposes set out above.
You have the right to opt out of receiving promotional communications at any time by:
a. contacting us at [email protected]
b. using the ‘unsubscribe’ link in emails or ‘STOP’ number in texts; or
c. updating your marketing preferences in your user profile on our website.
We may ask you to confirm or update your marketing preferences if you instruct us to provide further services in the future, or if there are changes in the law, regulation, or the structure of our business.
6. Who we share your personal information with
Under the contract we have with you, we regularly share our specialists’ (gurus’) personal information with our clients. We also regularly share clients’ personal information with the selected specialists (gurus).
We may occasionally share personal information with:
a. service providers we use to help deliver services to you, such as any technology, security, or payment service providers. We only allow our service providers to handle your personal information if we are satisfied they take appropriate measures to protect your personal information. We also impose contractual obligations on service providers to ensure they can only use your personal information to provide services to us and to you. We may also share personal information with external auditors, e.g. in the audit of our accounts.
b. credit reference agencies who may, for example, supply anti-fraud and credit-insight information to us;
c. [social media companies and our advertising partners. For example, we might match your email address with Facebook and Twitter to enable us to run promotions on their platforms;]
d. our professional advisors such as our lawyers or auditors when they need to give us their professional advice;
e. public authorities, agencies and other government bodies. We may disclose and exchange information with law enforcement agencies and regulatory bodies to comply with our legal and regulatory obligations;
f. potential corporate buyer. We may also share some personal information in the case of transfer of some or all of our business, during re-structuring or change of ownership of the business. Usually, information will be anonymised but this may not always be possible. The recipient of the information will be bound by confidentiality obligations; and
g. our banks, insurers or brokers. Usually, information will be anonymised but this may not always be possible. The recipient of the information will be bound by confidentiality obligations.
7. How long your personal information will be kept
We will keep your personal information while you have an account with us or we are providing services to you. Thereafter, we will keep your personal information for as long as is necessary:
a. to respond to any questions, complaints or claims made by you or on your behalf;
b. to show that we treated you fairly; and
c. to keep records required by law.
We will not retain your personal information for longer than necessary for the purposes set out in this policy. If you are a client or a specialist obtaining or providing services though our platform, we will generally remove your personal information from our systems within [one year] after the end of our contractual relationship.
When it is no longer necessary to retain your personal information we will securely destroy your personal information in accordance with applicable laws and regulations. In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
8. International transfers of your personal information
We do not generally transfer your personal information outside the United Kingdom (UK).
If, to deliver our services to you, it is necessary for us to share or transfer your personal information outside the UK, then some additional safeguards will apply.
Where we need to make a transfer of this nature, we will only do so if such a transfer is safe and your personal information will be secure.
This means that when we transfer your personal information outside the UK we will only do so where (i) there are binding corporate rules in place; or (ii) the country where are making the transfer to is a country deemed by the Information Commissioner to have an adequate level of protection in place for your personal information; or (iii) on the basis of standard contractual clauses adopted by the Information Commissioner; or (iv) on the basis of an approved code of conduct or certification mechanisms.
Please contact us if you want further information on the mechanisms used by us when transferring your personal information out of the UK.
9. Your rights
Under the applicable data protection laws you have a number of rights, as set out below:
a. Right to access your personal information. You may request confirmation that we hold personal information about you, as well as access to a copy of any such data.
b. Right to rectification. You may ask us to correct any inaccurate information we hold about you.
c. Right to erasure (or Right to be forgotten). You may, in certain circumstances, ask us to delete your personal information.
d. Right to restriction. You may ask us to restrict the processing of your personal information if (i) you want us to establish the accuracy of the information, (ii) where our use of the information is unlawful but you do not want us to erase it, (iii) where you need us to hold the information even if we no longer require it as you need it to establish, exercise or defend legal claims, or (iv) you have objected to our use of your personal information but we need to verify whether we have overriding legitimate grounds to use it.
e. Right to portability. You may request the receipt of the personal information that you have provided to us, in a structured, commonly used and machine-readable form, or its transfer to another organisation.
f. Right to object. You may object to our processing of your personal information (i) at any time when your personal information is being processed for direct marketing, or (ii) where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
g. Right not to be subject to automated individual decision making. You have the right not be subject to a decision based solely on automated processing (or profiling) that produces legal effects concerning you or similarly significantly affects you.
h. Right to withdraw consent. Where our processing of your personal information is based on your consent, you may withdraw this consent at any time, although this will not affect the lawfulness of any prior processing where we relied on your consent.
For further information on each of these rights, including the circumstances in which they apply, please contact us or see the Guidance from the UK Information Commissioner’s Office (ICO) on individuals’ rights under the applicable data protection rules available via the following link: https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/.
If you would like to exercise any of these rights, please contact us using our contact details set out below.
You will not have to pay a fee to access your data or to exercise any of the other rights. However, we may charge a reasonable fee of your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal information (or to exercise any of your other rights). This is a security measure to ensure that personal information is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
10. Keeping your personal information secure
We have put in place appropriate security measures to prevent personal information from being accidentally lost, used or accessed unlawfully, altered or disclosed. We limit access to your personal information to those who have a genuine business need to access it. Those processing your information will do so only in an authorised manner and are subject to a duty of confidentiality.
We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.
11. How to complain
We hope that we can resolve any query or concern you may raise about our use of your personal information.
The applicable data protection rules also give you right to lodge a complaint with the Information Commissioner who may be contacted at https://ico.org.uk/concerns or telephone: 0303 123 1113.
Contact details: [email protected]