PARTNER API TERMS

ABOUT THESE TERMS

These terms and conditions and your Confirmation Email (as defined below) (together the “Agreement”) is a legal agreement between you (“Partner”) and YourSpaceUK Limited (trading as “Introu”).

ABOUT OUR API SERVICE

Introu operates a marketplace platform (“Platform”) which allows businesses (“Businesses”) to make bookings for the provision of professional services by freelancers (together candidates and freelancers are referred to as “Freelancers”) and for applicable bookings (“Bookings”) to be made via the Platform.

Further information about the Platform is set out at our website – www.introu.co/partners/how-it-works

The Platform provides functionality for Businesses to request quotes and to make bookings for Freelancers.

We have built an API which allows the Platform to be displayed on a Partner’s website, (“Partner Site”) for our Partner’s users, customers and clients to access the services of Freelancers and make Bookings via the Platform.

We may provide a ‘whitelabel’ version of the Platform which incorporates your branding (“Whitelabel Platform”). Additional fees and charges may be payable by you, or alternative commission rates may be payable by us, if we agree to provide a Whitelabel Platform. In these terms a reference to the provision of the Platform via the Introu API will include any Whitelabel Platform.

If we have agreed to display the Platform on the Partner Site via the Introu API, then these terms will apply.

1. DEFINITIONS

In these terms the following words and phrases have the following meanings:

Access Key” means an access key, provided to the Partner by Introu which enables the Partner to display the Platform.

"Confidential Information" means all information in whatever form that is disclosed by one Party to the other Party, whether or not marked as confidential including the Introu Data.

Confirmation Email” means the email sent from Introu to the Partner following the acceptance of this Agreement by the Partner. The Confirmation Email will include;

a. the Access Key;

b. any such other information Introu, in its discretion, determines is necessary to include.

"Intellectual Property Rights" means copyrights, patents, trademarks, service marks, database rights and rights to extract data, registered and unregistered designs, rights in circuit layouts and semi-conductor topography rights, trade secrets, rights of confidence, applications for any of the foregoing and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Materials” means the Access Key together with the Introu Website Elements and such other information or documentation as Introu may provide (including but not limited to information contained within the Confirmation Email) in order to facilitate access to the Introu API and Introu Data.

Introu API” means the software interface and associated Materials to facilitate access to the Platform and Introu Data including via a Whitelabel Platform.

Introu Data” means any data delivered or provided to the Partner by Introu whether via the Platform or the Introu API.

Introu Website Elements” means any code, information or knowhow provided by us to the Partner to enable the Partner to display the Platform on the Partner Site or to link to or display a Whitelabel Platform hosted on our site(s).

2. ACCESS TO INTROU API

2.1 In consideration of the Partner agreeing to be bound by the terms of this Agreement, Introu agrees to provide the Partner with the Confirmation Email and Materials, and agrees to grant access to the Introu API, subject to the terms of this Agreement.

2.2 Introu will provide reasonable assistance to the Partner in accessing the Introu API but will not be required to provide professional services to the Partner, unless otherwise agreed (and Introu will be entitled to charge for any such professional services).

2.3 It is the responsibility of the Partner to write and develop any tools or software code which may be necessary in order to integrate the Introu API within the Partner’s own systems or software.

3. LICENCE TERMS

3.1 Introu will, during term of this Agreement make available the then-current version of the Introu API service available to the Partner.

3.2 The Partner’s licence to access the Introu API and receive and display Introu Data during the term of this Agreement is strictly limited to the purposes of displaying a version of the Platform on the Partner Site or hosted on our site(s) and displayed via the Partner Site and is not licensed for any other purpose.

3.3 The Partner is not permitted to access the Introu API or use, analyse or process Introu Data for any purpose other than as set out in this clause.

3.4 The Partner agrees that it will not, except as may be allowed by any applicable law which is incapable of exclusion by this Agreement between the parties, to the extent expressly permitted under these terms or otherwise as agreed between the parties in writing:

3.4.1 license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Introu API or Introu Data available to any third party except as permitted pursuant to this Agreement;

3.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, Introu API or Introu Data;

3.4.3 make available in any way for the use or benefit of any unauthorised party, any information, materials, software, confidential or other proprietary information received from us, in whole or in part, unless we agree in writing;

3.4.4 use any robot, spider, scraper, or other automated means to access the Introu API or Introu Data for any purpose without our written consent;

3.4.5 attempt to obtain, or assist third parties in obtaining, access to the Platform, Introu API or Introu Data other than in accordance with these terms;

3.4.6 incorporate the Introu API or Introu Data into any website or app except for the Partner Site as approved by Introu in writing; or

3.4.7 use the Introu API or Introu Data for any caching, caching-related purposes, or otherwise obtain and store (or attempt to obtain and store) the Introu Data for future use post termination of the Agreement.

3.5 The Partner may not use the Platform, Introu API or Introu Data for the purposes of providing, developing or building any product, software or service which:

3.5.1 competes with the Platform; or

3.5.2 provides or delivers the functionality of the Platform or the Introu Data on a stand-alone basis.

4. PRICING AND PAYMENT

4.1 Introu agrees to pay to the Partner such commission as may have been agreed with the Partner in relation to any Booking which is made:

4.1.1 By a user who has accessed the Platform via the Partner Site; and

4.1.2 Has completed the Booking on the Platform as displayed on the Partner Site.

4.2 Introu may vary its pricing or commission at any time by giving the Partner not less than one months’ prior written notice, subject to the Partner’s right to terminate if the Partner refuses to accept any price adjustment.

4.3 All prices and charges quoted are exclusive of VAT.

4.4 We will be entitled to generate and settle invoices on your behalf for applicable commission whichi is due to you and you agree to provide such information as we may require to generate invoices on our behalf.

4.5 Invoices will be due for payment within 14 days from the date of issue.

5. WARRANTIES

5.1 Introu warrants that it is entitled to operate the Platform and deliver the Introu Data to the Partner via the Platform or via other means.

5.2 No other warranties express or implied are provided by Introu and the Partner hereby accepts that its licence to use the Introu API is provided on this basis alone.

5.3 In particular no warranty is given by Introu:

5.3.1 that the Introu API will be suitable for the Partner’s requirements;

5.3.2 as to the accuracy or completeness of any Introu Data (which relies on data supplied by Freelancers and Businesses).

6. LIABILITY

6.1 We shall not in any circumstances have any liability for any losses or damages which may be suffered by the Partner, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

6.1.1 special damage even if Introu was aware of the circumstances in which such special damage could arise;

6.1.2 loss of profits;

6.1.3 loss of anticipated savings;

6.1.4 loss of business opportunity;

6.1.5 loss of goodwill;

6.1.6 loss or corruption of data.

6.2 We are a third party booking platform operator, we do not supply or provide professional or freelancer services, we shall have no liability whatsoever for any act or omission of any Freelancer or Business or for any information posted by any Freelancer or Business on the Platform.

6.3 The Partner is responsible for integrating the Platform on the Partner Site and we will not be liable for any losses arising as a result of incomplete or inaccurate integration.

6.4 The Platform and the Introu API may be temporarily unavailable for scheduled or unscheduled maintenance or for reasons outside of Introu’s control. Introu shall have no liability whatsoever arising from any downtime with respect to the Platform or Introu API.

6.5 Introu’s total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum which is the higher of i) £10,000; or ii) an amount equal to the aggregate commission paid by us to you in the 12 months leading up to the date of the relevant breach.

6.6 The Partner agrees that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement.

6.7 The exclusions in this clause shall apply to the fullest extent permissible at law, but liability is not excluded or limited for:

6.7.1 death or personal injury caused by a party’s negligence, or the negligence of its officers, employees, contractors or agents;

6.7.2 fraud or fraudulent misrepresentation;

6.7.3 any other liability which may not be limited or excluded by law.

7. TERM

7.1 The Agreement will take full force and effect from the date of the Confirmation Email up to the termination of this agreement as per clause 7.2 below.

7.2 Either party will be entitled to terminate this Agreement by giving not less than one months written notice to the other party.

7.3 In addition to, but without prejudice to the other rights and remedies of each under this Agreement, in the event that:

7.3.1 Either party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied to the reasonable satisfaction of the other party within 28 days of written notification; or

7.3.2 Either party commits a material or persistent breach of the terms of this Agreement; or

7.3.3 Either party enters into insolvency;

Then the other party may terminate this Agreement immediately by written notice to the party who is subject to 7.2.1 to 7.2.3.

7.4 For the purposes of clause 7.2, a party shall be regarded as entering into insolvency if:

7.4.1 it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations; or

7.4.2 a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent); or

7.4.3 a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party’s satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation); or

7.4.4 a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it; or

7.4.5 a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days; or

7.4.6 an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking; or

7.4.7 it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or

7.4.8 or if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.

7.5 Termination of this Agreement will not affect a Party’s accrued rights and obligations at the date of termination.

7.6 On termination of this Agreement, the licence granted to the Partner will immediately cease and the Partner shall have no further right to access the Introu API and the Partner agrees to return all Materials to Introu.

8. INTELLECTUAL PROPERTY

8.1 The Partner agrees and acknowledges that all Intellectual Property Rights in the Platform, Introu API, Materials and Introu Data belong to Introu absolutely, and the Partner shall have no rights in or to the Platform, Introu API and Introu Data other than the right to access the Introu API and use the Introu Data for the limited purposes as set out in this Agreement.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information disclosed to it by the other party except as permitted by clause 9.4.

9.2 The Partner agrees that any Introu Data received by the Partner shall be treated as Confidential Information for the purposes of clause 9.1.

9.3 Each party may disclose the other party’s Confidential Information:

9.3.1 to its employees, officers, agents, consultants or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and

9.3.2 as may be required by law, court order or any governmental or regulatory authority.

9.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by either party now or in the future.

10. General

10.1 If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

10.2 Nothing in this agreement is intended to exclude a party’s liability for fraud or fraudulent concealment.

10.3 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non‑exclusive jurisdiction of the English courts.

10.4 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.