1. These Terms
1.1 These terms and conditions govern your use of this website ( www.introu.co) and associated mobile application together with such other websites, apps or services as may be provided by us (“Platform”) and apply to the access granted by YourSpaceUK Limited (trading as “Introu”) ("us ", "we" or “Introu”) to the Introu platform, to you ("you" or the “Business ”).
1.2 Please note that our Platform may host listings and versions of the Platform on third party websites via an API and as such you may have viewed the Platform via a third party website. The owners and operators of any such third party websites are not responsible or liable for the services provided by the Platform.
1.3 By continuing to use the Site or the Introu platform, you agree to be bound by these terms and conditions (“Terms”) which will apply to the agreement between you and us (“Agreement”). These terms set out the basis on which the platform is provided to you.
1.4 Please note that these Terms apply only to the provision of the Introu platform by us to you, namely the service we offer allowing you to register with our Introu booking platform and to make bookings using the platform for the provision of professional services from individual freelancers (each a “Freelancer”) for ad-hoc projects, one-off services or consultations (“Freelancer Services”).
1.5 We may amend these Terms from time to time. Any amendments or new terms and conditions will be made by us posting new terms onto the Site. In continuing to use the Site or the Introu platform you confirm that you accept the then current terms and conditions in full at the time you use the Site or the Introu platform. If you do not accept terms and conditions which we have varied then you must cancel your registration within 14 days of such change being made and the previous terms will continue to apply pending termination. If you continue to use the Introu platform without notifying us of your objections within 14 days you will be deemed to have accepted the varied Terms.
1.6 For the avoidance of doubt, these Terms do not apply to the actual provision of the Freelancer Services to the Business.
2. Registration & Data Protection
2.1 In order for a Freelancer to benefit from the Introu platform, they will be required to register with us (on separate terms) as a member and create a work profile (“Profile”) to showcase the Freelancer Services they can provide. Their Profile will include various information including without limitation the Freelancer’s:
2.1.1 name, email address, telephone number and profile photo;
2.1.2 professional title, qualifications, skills, experience and expertise;
2.1.3 availability, i.e. the days and times they are available for Businesses to make relevant bookings for the Freelancer Services.
2.2 You may view the Site without registration however in order to benefit from and have access to Freelancer Services using the Introu platform, you will be required to register as a member and create a business profile (“ Business Profile”). The Business Profile will be advertised on the Site and Introu platform for other registered users to view and will set out various information, including the Business’s specific requirements with regards to the Freelancer services they are seeking.
2.3 When you register or subscribe to use the Introu platform we may ask for some personal information such as contact details. Please note that any personal information that you provide to us will be handled in accordance with our Privacy Notice (www.introu.com/privacypolicy), which forms part of this Agreement.
2.4 When you register or subscribe to use the Introu platform, you will also be asked to provide a unique username and password to enable you to access our booking system for the purposes of keeping the Business Profile up-to-date. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting firstname.lastname@example.org immediately.
2.5 We are not obliged to permit anyone to register with the Site or Introu platform and we reserve the right to refuse registration to anyone for any reason. We also reserve the right to add or remove services and functionality from any registration.
2.6 You are not entitled to allow any other person to use your log in details or password without authorisation.
2.7 If we have reason to believe that there is likely to be a breach of security or misuse of the Site or Introu platform through your account or the use of your password, we may notify you by email and require you to change your passwords or we may suspend your account until you have done so. Until you have changed all your passwords or we have reactivated your account you may not be able to access the Introu platform.
3. Obligations & Acceptable Use
3.1 Both parties agree to co-operate with each other and to provide such information or assistance as the other party may reasonably require pursuant to this Agreement.
3.2 The Platform may allow you to make bookings for the Freelancer Services immediately. At the time a booking for the Freelancer Services is confirmed, you acknowledge and agree the Freelancer is solely responsible for the provision and performance of the Freelancer Services to you and a binding agreement will be formed between the Business and the Freelancer on such terms as may be agreed between both parties, along with any additional terms or restrictions included in the Freelancer’s profile.
3.3 We are not a party to the agreement with the Freelancer, and we will not be liable to you or any third party for any breach of or otherwise in relation to the provision of Freelancer Services to you.
3.4 In using the Introu platform, you agree to:
3.4.1 deal with us, Freelancers and other related parties in a professional and courteous manner and in such a way as to not cause any harm or damage to our reputation;
3.4.2 ensure that all information provided to us and the Freelancer is true and accurate in all material respects and could not be construed as misleading to a Freelancer;
3.4.3 honour all meetings and bookings made with Freelancers for Freelancer Services subject to any cancellation policy in the terms as agreed between you and the Freelancer (as the case may be).
3.5 In using the Introu platform you agree that you will not:
3.5.1 attempt or seek to arrange direct payment with a Freelancer in relation to an actual or potential Booking with a view to avoiding our fees or commission;
3.5.2 solicit log-in information or access an account belonging to someone else;
3.5.3 bully, intimidate, or harass any user of the Site or the Introu platform;
3.5.4 impersonate any other person whether or not that other person is a user of the Site or the Introu platform;
3.5.5 provide your username, password or other account details to any third party or otherwise permit them to use your account;
3.5.6 do anything to suggest, express or imply that statements made by you are endorsed by us;
3.5.7 use it to promote, release, publish or distribute any defamatory, offensive or derogatory information or material, or any information about any person which may be considered malicious;
3.5.8 use it for any purpose which might bring us or the Introu platform into disrepute; or
3.5.9 do anything unlawful, unethical, immoral, misleading, malicious, or discriminatory
3.5.10 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
3.5.11 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the software which operates the Platform;
3.5.12 access all or any part of Platform in order to supply similar services to any third party or in order to build a product or service which competes with the Platform;
3.5.13 license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Platform available to any third party except in accordance with this Agreement.
3.6 When a Freelancer subscribes to the Introu platform for our services, our terms provide, amongst other things, that the Freelancer shall:
3.6.1 perform their duties with the skill and competence of a qualified person in their field;
3.6.2 comply with any rules, instructions and other terms and conditions as may be specified from time to time by the relevant Workspaces in which they are located;
3.6.3 in any interactions with the Freelancer or others while receiving the Services, behave in a professional and courteous manner at all times and in such a way as to not cause any i) harm or offence to others or ii) harm or damage to our or your reputation; and
3.6.4 ensure that all information about them and their Freelancer Services provided as part of their Profile is true and accurate.
Without prejudice to the foregoing and whilst we do carry out certain due diligence using reasonable skill and care, the Introu platform does not extend to detailed monitoring, supervision or verification of information or content inputted by the Freelancer (including with regards to a Freelancer’s Profile information). Accordingly, we shall not, in any event, be responsible for the behaviour, acts or omissions of the Freelancer and will have no liability in respect thereof.
4. Booking process
4.1 A booking to hire a Freelancer’s professional services (“ Booking”) or to recruit a Freelancer for a specified role (“Recruitment”) will be dealt with in accordance with these terms.
4.2 To enquire about a Freelancer’s services, you can seek to contact the Freelancer via the Platform, please note that you are not permitted to contact a Freelancer outside of the Platform in relation to an actual or potential Booking.
4.3 You can request a Booking through the Platform at any time. Please note that once a booking is requested we will send an email to you to confirm the request (“Acknowledgement Email”). Please note that an Acknowledgement Email does not constitute a Booking and no binding agreement exists for the provision of the Freelancer’s services at this stage.
4.4 If the Booking is accepted and if any other requirements are met, we will confirm the Booking by sending you and the Freelancer a confirmation email (“Confirmation Email”). Please note that when our Confirmation Email is issued a binding agreement will be in existence between you and the Freelancer. We may provide a standard form of “Freelancer Hire Agreement” on the Platform which you may use and if so then those terms will apply or, alternatively the Booking will be on such terms as you agree with the Freelancer or as may be set out in the Freelancer’s listing (“Freelancer Contract”). The applicable terms will constitute the agreement between you and the Freelancer for the provision of the Freelancer Services.
4.5 Before we issue the Confirmation Email, Introu will collect payment in full of the applicable fee charged by the Freelancer for the Booking (“ Freelancer Fee”) and any booking fee for arranging the Booking (“Booking Fee”) payable by you to us (if any). The Freelancer Fee and the Booking Fee are together referred to in these terms as the “Hire Charges”.
4.6 Payment of the Hire Charges shall be taken from the credit or debit card details supplied or by direct bank transfer. If your card is declined we will ask you to supply alternative details but we will not confirm your Booking until we have received payment in full.
4.7 The Confirmation Email will include contact details for the Freelancer together with instructions relating to the Booking. If you have any questions in relation to the Booking after receipt of the Confirmation Email you will need to raise these with the Freelancer directly.
4.8 The Freelancer Hire Agreement relating to the provision of professional services will apply between the Freelancer and you. We act as a booking platform or agent for the purposes of arranging Bookings, but we are not a party to the Freelancer Contract and we will not be liable to you, the Freelancer or any third party for any breach of the Freelancer Contract by either party. We have no liability to you in relation to the Booking other than as set out in this Agreement.
4.9 You agree that we may issue you with invoices and receipts in electronic format including by e-mail.
4.10 In relation to Recruitment we will charge a commission as set out on the Platform or communicated to you.
4.11 You may make recurring Bookings with the same Freelancer(s) to take place on a regular basis. Each occurrence of such a recurring event will be treated as a separate “Booking” for the purposes of these terms.
5. Freelancer services
5.1 You agree that the Platform is a platform for marketing the professional services of registered Freelancers for the provision of Freelancer Services by the Freelancer and we have no responsibility for the Booking other than to provide the Services under this Agreement which includes administering and confirming Bookings and collecting payment on behalf of the Freelancer.
5.2 Whilst we endeavour to ensure the services of the Freelancers marketed on the Platform are of a satisfactory quality we offer no warranty as to the suitability of their services. Similarly, we will have relied on Freelancers for the information set out on their Profile and we offer no warranty in relation to these details.
5.3 Unless stated otherwise in these terms, once we have confirmed your Booking we have no further obligation to you in relation to it, and all responsibility lies with the Freelancer.
6.1 Fees for the provision of Freelancer Services pursuant to a booking made via the Platform will be payable to us. We will deduct our fees and pay the balance to the Freelancer.
6.2 In relation to a Recruitment, we will invoice the applicable fee to you and you agree that our invoice will be payable within 30 days of the date of issue.
6.3 Certain services may be subject to charges which are payable by you. Any fees payable by you to us for use of the Platform will be as set out on the Platform from time to time.
6.4 All invoices in respect of the fees will be payable by you within 30 days of the date of issue unless agreed otherwise.
6.5 We reserve the right to charge interest on overdue invoices at the rate of 4% per annum above the Bank of England’s base rate, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
6.6 You are free to cancel your membership to the Introu platform at any time. Upon cancelling your membership, you will continue to have access to the Introu platform for the remainder of the applicable billing month however all fees (as applicable) will still be due and payable by you for the full month and no refunds will be made.
6.7 We may at our discretion suspend access to the Introu platform immediately in the event that any fees due from you are outstanding and, we may also delete your account registered with us (including any content or other information listed the Business Profile).
7.1 You may only cancel or postpone an existing booking for Freelancer Services in so far as the terms between you and the Freelancer permit.
7.2 You may terminate your membership of the Introu platform at any time by logging in to your account or by contacting us at email@example.com. On termination of your membership, this Agreement will also terminate and we will not confirm or accept any new bookings for Freelancer Services but the Agreement will continue in respect of those outstanding bookings for Freelancer Services and you agree to honour such bookings. For the avoidance of doubt, any fees paid by you upon subscribing to the Introu platform will not be reimbursed.
7.3 We reserve the right to terminate this Agreement at any time on 1 month’s written notice to you. In the event of termination, you will no longer have access or be permitted to use the Introu platform (including with regards to viewing any Freelancer Profiles) after the effective date of termination but notwithstanding this, you agree to honour any then current and outstanding bookings for Freelancer Services as may be relevant.
7.4 We reserve the right to terminate your membership to the Introu platform immediately without notice if you cancel a booking other than in accordance with the terms between you and the Freelancer or if in our opinion you have breached these Terms. In the event of termination, we will delete your account registered with us (including any content or other information listed in the Business Profile) and you will no longer have access or be permitted to use the Introu platform.
7.5 In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding to us then you must pay all such outstanding fees or charges to us immediately without counterclaim, set-off or deduction.
7.6 Without prejudice to any other rights or remedies to which a party may be entitled under this Agreement, each party shall be entitled to terminate the Agreement with immediate effect on written notice to the other party in the event that:
7.6.1 the other party has a winding up petition presented, enters into liquidation (otherwise than for the purposes of amalgamation or reconstruction and whether compulsorily or voluntarily), ceases to trade, makes an arrangement with its creditors, petitions for an administration order, has a receiver or manager appointed over any of its assets or generally becomes unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or
7.6.2 the other party is in material breach of any other provision of the Agreement and, if the breach is capable of remedy, has failed to remedy that breach within 30 days.
7.7 Termination of the Agreement, howsoever arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
8. Intellectual Property Rights
8.1 The Site and Platform (together with the format, content and any underlying software) are protected by copyright and other intellectual property rights and we reserve all rights in relation to our intellectual property rights (including without limitation copyright and registered and unregistered trademarks which appear on the Introu platform) whether owned or licensed by us.
8.2 The Site and any underlying software to the Platform may not be decompiled, reverse-engineered, modified, reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not without our express written consent, systematically extract and/or re-utilise parts of the contents of the Introu platform, or remove, deface, obscure, or alter our or any third party's copyright notices, trademarks or other proprietary rights notices affixed to the Introu platform or provided as part of the Introu platform.
8.3 The Site or Platform may include links to other websites or material such as third party advertising. We are not responsible for content on any website outside the Site or Introu platform so if you do follow a link to any of these websites, you acknowledge you do so at your own risk and we will not be liable or responsible in any way in relation to this.
8.4 In the event that you believe that an account is being used in an inappropriate manner or that any content which is distributed using the Introu platform is defamatory, infringing on intellectual property rights or otherwise in breach of these Terms, you should notify us immediately.
8.5 We will use reasonable efforts to delete accounts which are being used in breach of our Terms and to identify and remove content that is defamatory or infringing on intellectual property rights when we are notified as such but we cannot be responsible if you have failed to provide the relevant information.
9.1 Each party agrees with the other not to disclose or allow to be disclosed any confidential information relating to the other’s business or affairs other than: i) to its employees, associates or contractors who are subject to appropriate non-disclosure undertakings (if required); ii) where the other party has consented to such disclosure; or iii) where required by law to make such disclosure. Please note that the Business Profile will be advertised publicly and will not for the purposes of this Agreement, be confidential information.
10. Complaints & Disputes
10.1 You agree that if you have any dispute concerning a Freelancer and such dispute relates to those rules, instructions or other terms and conditions that apply between you and the Freelancer, you will communicate directly with the Freelancer in respect thereof and attempt to resolve the matter between yourselves.
10.2 Other than as set out in clause 8.1, you agree that if you have any other complaint or dispute concerning a Freelancer, you will refer the matter to us and we will seek to mediate the dispute but we cannot guarantee any particular outcome. Accordingly, you authorise us to deal with the dispute or complaint as we see fit. For the avoidance of doubt, we will have no responsibility of liability with regards to any complaint, dispute or claim arising out of or in connection with a breach of the terms and conditions with apply between you and the Freelancer.
11. Insurance & Tax
11.1 You will be entirely responsible for any and all insurance that you may require for the purposes of conducting your business.
11.2 The Business will be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid to us or to the Freelancer. You shall indemnify us against all losses, claims, demands, awards, penalties, interest and expenses incurred by us in respect of such taxation liabilities.
12. Availability of the Introu platform
12.1 Although we aim to offer you the best service possible, we make no promise or guarantee that the Introu platform will meet your requirements or be fault-free. If a fault occurs with the Site or the Introu platform you should report it to firstname.lastname@example.org and we will attempt to correct the fault as soon as we reasonably can.
12.2 Your access to the Site or Introu platform may be occasionally restricted or interrupted to allow for repairs, maintenance or the introduction of new functionalities or services. In addition, in certain circumstances, we may be unable to offer access to the Site or the Introu platform for reasons beyond our control (such as a denial of service attack). In this event we will attempt to restore the Site and Introu platform as soon as we reasonably can. Any such restrictions or interruptions shall not constitute a breach by us of these terms.
13.1 We are not responsible or liable in any way for the actual provision or performance of the Freelancer Services by the Freelancer to you. In the event that you have a dispute with any Freelancer as set out in clause 8.1, you agree to pursue such claim or action independently of us, and you release us from all claims, liability and damages arising from any such dispute. In addition, we will not be liable to you in any way in the event of a claim by a Freelancer against you.
13.2 Neither party will be liable for any for any loss of profits, loss of revenue, loss of anticipated savings, loss or depletion of opportunity, goodwill or reputation, loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising under or in connection with this Agreement.
13.3 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury arising as a result of negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law.
13.4 Subject to clauses 11.1 and 11.2, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with this Agreement shall be limited to [£500].
14.1 For the purposes of this Agreement, the following rules of interpretation shall apply:
14.1.1 A reference to writing or written includes e-mail;
14.1.2 Any words following the terms including,include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
14.1.3 References to clauses are to the clauses in these Terms;
14.1.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural include the singular.
14.2 This Agreement may be varied only in writing by both of the parties.
14.3 Any notice to be served on either of the parties by the other shall be sent by email to the other and in the case of Introu, notices shall be sent to email@example.com.
14.4 No term of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.5 We reserve the right at our discretion to sub-contract, assign, transfer or in any other way make over to any third party the benefit and/or burden of this Agreement (whether in whole or in part). You shall not assign, transfer or in any other manner make over to any third party the benefit and/or burden of this Agreement without our prior written consent.
14.6 Each party shall be released from its obligations under this Agreement in the event of national emergency, war, epidemic or pandemic, prohibitive governmental regulation or if any other cause beyond our reasonable control renders the performance of the Agreement impossible. Subject to the affected party promptly notifying the other in writing of the cause and the likely duration of the delay or non-performance and provided that they shall use reasonable endeavours to limit the effect of such event, such delay or failure, to the extent affected by the cause will not constitute a breach of the Agreement. Notwithstanding the foregoing and if performance is not resumed within 3 months after the notice, either may by written notice to the other terminate this Agreement with immediate effect.
14.7 Each party acknowledges that the Agreement contains the entire agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
14.8 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
14.9 Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.
14.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.