FREELANCER TERMS

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, the individual freelancer ("you" or the “Freelancer”).

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 Platform 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 ”). Accordingly if you do not agree with our Terms, please do not use the Platform or otherwise register or seek to access the Introu platform.

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 the Introu booking platform (“Platform”). By registering and becoming a member, you will be able to offer your time, skills and professional expertise to other to third party businesses (each a “Business”) who can book professional services from you (or make an offer of employment or engagement to you) via the Platform (on separate terms) for ad-hoc projects, one-off services or consultations (“ Freelancer Services”).

1.5 We do not engage freelancers, and we are not your client for the provision of Freelancer Services to Businesses.

1.6 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 Platform. In continuing to use the Platform or the Introu platform you confirm that you accept the then current terms and conditions in full at the time you use the Platform 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.

2. Registration & Data Protection

2.1 Provision of Freelancer Services via Introu is limited to individuals aged 16 and over and provided they are providing unregulated professional services. By using the Introu platform, you confirm you are at least 16 years of age. If you are under the age of 16 please contact us separately.

2.2 When you register or subscribe to use the Introu platform we will ask for some of your personal information. 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. Please note that your profile will be displayed on the Platform and may be used in general marketing of the Platform.

2.3 You may view the Platform without registration however in order to benefit from and have access to our booking services using the Platform, you will be required to register as a member and create a work profile to offer Freelancer Services.

Your Profile

2.4 As part of the registration process to the Introu platform, you will be required to provide information to us about the Freelancer Services and your professional background, and we will use this information to create a work\profile for you (“Profile”).

2.5 Your Profile will be advertised on the Platform allowing Businesses to make bookings for your Freelancer Services using the Introu platform. You are solely responsible for the accuracy of information set out in your Profile and to ensure this (including your availability) is kept up to date at all times. Information that you may be required to provide before we will list your profile will generally include:

2.5.1 your name, email address, telephone number and profile photo;

2.5.2 bank account details (in order to make payment to you);

2.5.3 whether you are VAT registered and your tax status;

2.5.4 details of your education and professional title, qualifications, skills, experience and expertise;

2.5.5 details of your availability, i.e. the days and times you are available for Businesses to make relevant bookings for the Freelancer Services;

2.5.6 details of your hourly rates for the Freelancer Services you provide;

2.5.7 any other information, conditions or restrictions which apply to your Freelancer Services which Businesses should be aware of before making a booking for Freelancer Services including evidence of your prior work and experience by way of portfolio, CV or relevant links.

2.6 You agree to provide us with any other information relating to you or your Freelancer Services as we may reasonably request from time to time (for instance evidence of your qualifications and experience) and we may also ask you to clarify any information you have provided.

Accessing the Introu platform

2.7 If you register with 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 your work profile and availability on your listing 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 info@introu.co immediately.

2.8 Alternatively you may be able to gain authorised access to your account by first logging into another third party service that we partner with, such as Google. In order to prevent fraud, you must keep all passwords and other access details for these third party services confidential and must not disclose them or share them with anyone. If you suspect anyone has access to any of your third party services that we link to, you should notify us by contacting hey@introu.co immediately.

2.9 We are not obliged to permit anyone to register with the 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.

2.10 You are not entitled to allow any other person to use or borrow your log in details or password, each additional user must use and register to the Introu platform separately.

2.11 If we have reason to believe that there is likely to be a breach of security or misuse of the Platform 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 The Introu platform assists Freelancers with the listing of their Freelander Services on the Platform. In registering to become a member and use the Introu platform, you agree to comply with the relevant obligations and restrictions as set out in this Agreement. In particular, you agree to provide certain Freelancer Services to Businesses with all reasonable skill and care.

3.2 At the time we confirm a booking for your Freelancer Services, you acknowledge and agree you are solely responsible for the provision and performance of your Freelancer Services to the relevant Business and a binding agreement will be formed between you and the Business on such terms as may be agreed between you and the Business (“ Freelancer Contract”), along with any additional restrictions included in your listing on the Platform (as the case may be). We are not a party to that agreement, 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.

3.3 In using the Introu platform, you must:

3.3.1 honour all valid bookings made by a Business for your Freelancer Services subject to any cancellation policy in the Freelancer Contract (as the case may be);

3.3.2 provide all Freelancer Services with a high degree of skill and care as would reasonably be expected of a good and competent person engaged in a professional business the same as or similar to yours and in accordance with the details and information set out in your profile and listing;

3.3.3 ensure that all information about you and your Freelancer Services that you provide as part of your Profile is true and accurate in all respects and could not in any way be construed as misleading to a Business;

3.3.4 deal with all Businesses and their staff, clients 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 or their reputation;

3.3.5 deal with all queries from Businesses, whether relating to a specific booking or more generally in relation to the provision of your Freelancer Services, in a prompt and satisfactory manner.

3.4 If you list yourself as being available for the provision of online Freelancer Services you must, in addition to the above:

3.4.1 have a suitably fast and reliable internet connection in the location where you will be based while providing the Freelancer Services;

3.4.2 use a suitable backdrop behind you while providing the Freelancer Services and must not allow anything inappropriate or that could cause damage to our reputation to be visible to the Business during the provision of the Freelancer Services.

3.5 In using the Introu platform you agree that you will not:

3.5.1 attempt or seek to arrange direct payment from a Business in relation to an actual or potential Booking with a view to the Business avoiding our 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 Platform or the Introu platform;

3.5.4 impersonate any other person whether or not that other person is a user of the Platform 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.

4. Bookings for Freelancer Services and Recruitment

4.1 If you have registered as a Freelancer available to provide Freelancer Services, you agree that you will be available to provide Freelancer Services to Businesses at those times which you have agreed to be available and you agree that you will keep the times reserved for Introu bookings clear and will not refuse a valid Introu booking, unless you have another Introu booking at the same time.

4.2 If you have registered as a person who is available for permanent recruitment then you agree to consider all relevant offers and requests for interview.

4.3 You will not be obliged to provide Freelancer Services to Businesses which are outside of your field of expertise or which are illegal, unethical or contrary to your values.

4.4 Our platform may allow Businesses to make bookings with you for your Freelancer Services immediately. Unless you have cancelled your listing you agree that a Business may place a booking and that the Introu platform may treat the booking as accepted (without further reference to you). For instance if you have listed yourself as being available at specific times then we will be authorised to confirm bookings with Businesses for those times without specifically agreeing these bookings with you in advance.

4.5 A booking for the hire of your Freelancer Services (“ Booking”) will be dealt with in accordance with these terms. You appoint us as your agent for the purpose of forming binding agreements between you and any Business to whom you agree to provide Freelancer Services. However please note that the provision of the Freelancer Services to the Business is entirely your responsibility.

4.6 To enquire about your Freelancer Services, a Business can seek to contact you via the Platform, you are not permitted to contact a Business outside of the Platform in relation to an actual or potential Booking.

4.7 A Business 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 Freelancer Services at this stage.

4.8 If you accept the Booking then Introu will confirm the Booking by sending you and the Business a confirmation email (“ Confirmation Email”). The Platform may allow Customers to make Bookings with you immediately based on your availability as set out in your Listing, and such Bookings shall be confirmed immediately in which case you will receive a Confirmation Email immediately after (or instead of) receiving an Acknowledgement Email.

4.9 At the time we send the Confirmation Email a binding agreement will be formed between you and the Business. The agreement between you and the Business may be on the standard terms set out in the Freelancer Hire Terms set out on the Platform (if any) or will be on such terms as may be agreed between you and the Business or specified in your Profile, these agreed terms together with any other details relating to the Booking agreed between you and the Business, will together form the “ Freelancer Contract”.

4.10 You may not incorporate any further additional legal or substantial terms in the Freelancer Contract other than those clearly set out in the Profile or agreed with the Business. You agree not to propose any additional legal or substantial terms or amendments to the Freelancer Contract after a Booking has been made without the consent of the Business. The Business is not obliged to accept any further terms once we have confirmed a Booking on your behalf.

5. Fees and payment

5.1 We will collect payment from the relevant Business and will deduct the fee for each booking from the amount collected, and will pay the balance to you. If we are unable to collect payment from the relevant Business for any reason then you agree that the fee will be due from you to us.

5.2 Prior to issuing a Confirmation Email Introu will collect from the Business payment in full of the fees for the Freelancer Services (“ Freelancer Fee”), and our booking fee for arranging the Booking (“Booking Fee”) (the Freelancer Fee and Booking Fee are together referred to as the “Hire Charges”). We will forward the Freelancer Fee to you on such timescales as may be set out on the Platform.

5.3 We reserve the right to withhold payment of the Freelancer Fee in the event of a complaint from a Business pending resolution of that complaint.

5.4 You agree that we may issue you with invoices and receipts in electronic format including by e-mail.

5.5 From time to time we may collect payment on your behalf from a Business which we either have to repay to a Business’s credit card provider or which is deducted from a retention we have with our credit card processors (“ Chargeback”). If we are subject to a Chargeback in respect of a Booking you agree that:

(a) we will not be under any obligation to make payment to you of any amount which is the subject of a Chargeback and any claim you have for non-payment of the Business’s charges will be against the Business (and we will not be obliged to pursue such claim); and

(b) if we are subject to a Chargeback after we have already made payment to you then you agree that you will repay to us an amount equivalent to the Chargeback.

5.6 In the event of a Chargeback in relation to an amount we have already paid to you we reserve the right to deduct an amount equal to the Chargeback from any credit or debit card details you have supplied or from payments received from Businesses for future Bookings until we have been reimbursed in full and may use any credit or debit card details you have provided for such purposes.

5.7 Introu provides booking services to Businesses through its booking platform. Introu also assists Freelancers with the listing of their Freelancer Services and booking and payment processing. Introu does not accept responsibility for Bookings other than as set out in this Agreement. We are not liable to any Businesses in relation to the Freelancer Services for which you will be liable. We are not liable to you for the acts or omissions of Businesses or their staff. Our only obligation is to provide a booking platform for Businesses and Freelancers. The Freelancer Contract applies between you and the Business. We are not party to that agreement and we will not be liable to you, the Business or any third party for any breach of the Freelancer Contract by any party.

6. Termination

6.1 You are free to cancel your membership to the Platform at any time. Upon cancelling your membership, your Profile will cease to be listed and we will cease taking bookings for your Freelancer Services.

6.2 We may at our discretion suspend your 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 in your profile).

6.3 You may only cancel or postpone an existing booking made by a Business for Freelancer Services in so far as the Freelancer Contract between you and the Business permit.

6.4 You may terminate your membership of the Introu platform at any time by logging in to your account or by contacting us at hey@introu.co. 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.

6.5 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 Freelancer Contract or if in our opinion you have breached these Terms (for instance if you fail to provide sufficient information on your Profile). In the event of termination, we will delete your account registered with us (including any content or other information listed in your profile) and you will no longer have access or be permitted to use the Platform.

6.6 In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding then you must pay all such outstanding fees or charges to us immediately without counterclaim, set-off or deduction.

6.7 In the event of termination, the terms of this Agreement will continue in full force, in so far as such terms relate to existing bookings or the consequences of any previous booking (including terms relating to fees, liability and damage).

7. Intellectual Property Rights

7.1 The Platform together with the format, content and any underlying software of the Introu platform is 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.

7.2 The Platform and any underlying software to the Introu 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.

7.3 The 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 Platform 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 otherwise be responsible in any way in relation to this.

7.4 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.

7.5 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.

8. Confidentiality

8.1 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) in the case of Introu, 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 your Profile will be advertised publicly and will not for the purposes of this Agreement, be confidential information.

9. Complaints & Disputes

9.1 You agree that if you have any dispute with a Business concerning a booking or more generally the Freelancer Services, you will attempt to resolve it in the first instance by communicating directly with the Business.

9.2 In the event that a dispute cannot be resolved with the Business directly you may refer the dispute to us or make a complaint and we will seek to mediate the dispute but we cannot guarantee any outcome. Accordingly, you authorise us to deal with the dispute or complaint as we see fit and you agree to abide by any decisions we may make in such circumstances.

10. Insurance & Tax

10.1 You will be entirely responsible for any and all insurance that you may require for the purposes of providing the Freelancer Services to the Businesses.

10.2 You must disclose your tax and VAT status to us, in order to facilitiate us generating invoices on your behalf. If you fail to do this we are entitled to assume that you are not registered for VAT and we will not include VAT on the invoice. The invoice will be deemed to be inclusive of VAT and you will be required to account to the relevant tax authority for the applicable VAT.

10.3 You will be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid to or received by you under or in relation to this Agreement. You shall indemnify us against all losses, claims, demands, awards, penalties, interest and expenses incurred by us in respect of such taxation liabilities.

11. Availability of the Introu platform

11.1 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 Platform or the Introu platform you should report it to info@introu.co and we will attempt to correct the fault as soon as we reasonably can.

11.2 Your access to the Platform 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 Platform 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 Platform and Introu platform as soon as we reasonably can. Any such restrictions or interruptions shall not constitute a breach by us of these terms.

12. Liability

12.1 We will operate the Platform and the Introu platform with the reasonable skill and care of an online service provider however we will not be liable for unavailability of the Introu platform or the Platform in accordance with clause 11. In addition, the Introu platform does not extend to detailed monitoring, supervision or verification of information or content inputted (including with regards to a Freelancer’s availability and other profile data) and we shall have no liability in respect thereof.

12.2 We will not be liable to you for any business, financial or economic loss or for any consequential or indirect loss arising as a result of any services we provide to you under, or in any other way in connection with, this Agreement (whether suffered or incurred as a result of our negligence or otherwise). In addition, we will not be liable to you in the event of a claim by a Business against you.

12.3 Nothing in this Agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or the negligence of our employees, agents or contractors, for fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

12.4 Subject to clauses 12.3 and 12.4, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to £500.

12.5 You should be aware that you may also be liable to a Business for loss or damage they may suffer or incur as a result of your breach of the Freelancer Contract or for any act or omission by you in relation to the Freelancer Services. In the event that you have a dispute with any Business arising from a booking or the provision of the Freelancer Services, 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.

13. General

13.1 For the purpose of this Agreement, the following rules of interpretation shall apply:

13.1.1 A reference to writing or written includes e-mail;

13.1.2 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;

13.1.3 References to clauses are to the clauses in these Terms;

13.1.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural include the singular.

13.2 This Agreement may be varied only in writing by both of the parties.

13.3 You will comply with all foreign and local laws and regulations which apply to your use of our Platform or the Introu platform in whatever country you are physically located, We make no promise that materials on this Platform are appropriate or available for use in locations outside the United Kingdom and accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you choose to access this Platform from locations outside the United Kingdom, you do so at your own initiative and risk and are fully responsible for compliance with local laws.

13.4 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 info@introu.co.

13.5 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.

13.6 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.

13.7 We shall be released from our 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.

13.8 Each party acknowledges that the Agreement contains the whole 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.

13.9 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.

13.10 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.

13.11 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.