CONSLT

TERMS & CONDITIONS

BY USING OR ACCESSING THE WEBSITE AND/OR DOWNLOADING THE MOBILE APPLICATION, YOU ACKNOWLEDGE ACCEPTANCE OF BOTH THESE TERMS OF USE AND OUR PRIVACY POLICY, INCORPORATED BY REFERENCE IN THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS THEN YOU MAY NOT USE OR ACCESS THE WEBSITE, MOBILE APPLICATION OR RELATED SERVICES.

1.              TERMS & APPLICATION

1.1.         CONSLT LTD (Company number 10371918) of Unit 7, 93 Paul Street, London, England, EC2A 4NY (CONSLT) grants you a non-exclusive, limited and revocable licence to use and access the CONSLT mobile application and/or website (www.conslt.co.uk) (Platform) and access related services (together, the Services) subject to these Terms.  

1.2.         In these Terms, "CONSLT", "we", "us" and "our" refer to CONSLT LIMITED and references to "you" and "your" is to you, the user of the Services.

1.3.         These Terms apply differently to users that register as:

(a)            (Professionals) Individuals and Companies seeking engagements to provide remote services as contractors or consultants;

(b)            (Clients) Individuals seeking to hire Professionals to provide them with remote services via the Platform.

1.4.         We provide the Services as a marketplace for online professionals that allows:

(a)            Professionals to create profiles (Profiles);

(b)            List online sessions to access professional services (Sessions);

(c)            Clients to search Profiles, review Professionals, book and pay for Sessions (Booking);

(d)            Clients and Professionals to communicate to facilitate the Sessions.

1.5.         By accessing and using the Services you agree to be bound by these Terms. If you do not agree with these Terms you must immediately stop using the Services. You agree that we may change, update or otherwise amend the Services and these Terms in our absolute discretion.

2.              PLATFORM ONLY

2.1.         We provide the Platform to connect Professionals with Clients, allow them to communicate together, make Bookings and facilitate Sessions. We are not and cannot be a party to any transaction between Professionals and Clients relating to the performance of professional services by Professionals, including any resultant Sessions.

2.2.         We do not accept any responsibility or legal liability whatsoever for any act or omission of the Professional or Client arising from or in connection with use of the Services and access to any Sessions. The Professional and Client may however enforce any of these Terms against the other party directly in respect of the use of the Services and provision of the Sessions. Whilst compliance with these Terms is a condition of continued access to the Services, you acknowledge that we do not guarantee to monitor and/or control the quality, safety and/or legality of the Sessions.

2.3.         Each Professional acknowledges they are not an employee or worker of CONSLT or any Client. The Professional shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with use of the Services and any Sessions. 

2.4.         We may assist with the resolution of any complaint or dispute relating to the Services. However, you acknowledge that any legal recourse arising from or in connection with any dealings with other users, whether for breach of contract or otherwise, is against the Professional or Client (as applicable) and not against us, notwithstanding anything to the contrary in these Terms or on the Platform.

2.5.         You must cooperate with us and comply with all reasonable requirements, including information and documents relating to use of the Services.

2.6.         You acknowledge and accept that we rely on the Fees paid by Professionals for Sessions arising from use of the Platform.  By using the Platform, you warrant and represent that you will not directly or indirectly circumvent the Platform and that all Sessions will be engaged in accordance with these Terms. Without limitation, Professional and Clients must not use the details on the Platform to contact each other directly or engage outside of the Platform.

3.              ACCOUNTS

3.1.         We may accept, reject, suspend or remove your account (Account), registration on the Platform and/or Profile in our absolute discretion (with or without giving reasons).

3.2.         To create an Account and access the Services on the Platform you must provide a valid login name (your personal or professional email address) and a password (Account Information).

3.3.         You may also be able to create your Account by providing access via a third-party account (such as Facebook), in which case you consent to our access to the third-party account and your access to the Services remains subject to compliance with the terms and conditions of the third-party account and applicable privacy policy and settings.

3.4.         You will receive an email confirmation with a verification code of your Account registration request and your Account becomes active when you enter the verification code to activate your Account.

3.5.         It is your responsibility to keep your Account Information secure and you agree:

(a)            not to give out your email and password as Account Information;

(b)            not to use another personÕs Account or share their Account Information;

(c)            to take all measures to prevent a third party from accessing your Account, even without your knowledge;

(d)            not to give access to your Account to a third party;

(e)            not to loan, share, exchange, donate, purchase, transfer and/or sell any Account (which action is fully prohibited and will not be enforceable against us); and

(f)              to use a personal or professional email address and not share this email address with any third party.

3.6.         You are solely responsible for the use of your Account, irrespective of who is utilising it, whether with or without your permission. You indemnify us for any loss or damage we suffer as a result of unauthorised access to your Account.

4.             PROFESSIONALS & EXCLUDED PROFESSIONS

To access certain features as a Professional you must provide the information necessary to open a business account with the payment services provider specified on the Platform (such as Stripe). These Terms incorporate by reference compliance with the terms and conditions for the payment services providers (in particular, Stripe Connect https://stripe.com/gb/connect-account/legal).

4.1.         You can register as a professional if you are a resident of any of these countries: United Kingdom, United States, Canada, Ireland, Australia, New Zealand, Germany, Austria, France, Italy, Spain, Portugal, Switzerland, Belgium, Luxembourg, Netherlands, Denmark, Finland, Norway, Sweden, Hong Kong, Japan, Singapore.

4.2.         You agree not to provide any advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, health, accounting or financial planning, unless you have provided verification of all necessary qualifications, have the appropriate terms of engagement in place and comply with all applicable regulations;

4.3.         You agree not to provide any advice or recommendations as a business that is prohibited by Stripe https://stripe.com/gb/prohibited-businesses (including psychics, mortgage advisors, adult content and sexually related services).

5.              PROFILES & INFORMATION

5.1.         We may collect from you or your third-party account personal information for your Profile, including:

(a)            Professionals (all): professional experience, location, qualifications, self-employee status; and

(b)            Professional (corporates): company name, company and tax registration numbers (if any).

5.2.         You acknowledge that we and other users of the Services rely on the accuracy and completeness of all information provided during the registration process, completing your Profile and updated on the Platform. You shall be responsible for keeping your Account details and Profile up to date.

5.3.         Your Profile must respect the following rules: 

(a)            Accurate personal and contact information only (no aliases or impersonation);

(b)            No business names, website, email or other external contact details;

(c)            No statement inferring a breach of these Terms;

(d)            No resemblance with or imitation of the names of existing users;

(e)            Not the same or similar to any registered trademark;

(f)              No reference to political orientation, ethnicity, community membership or religion; and

(g)            Not breach any of these Terms, including the Code of Conduct and restrictions on User Content.

5.4.         We may require confirmation of identity (including KYC information such as a photo of the ProfessionalÕs government issued identification (Passport, Driving License, ID card) and otherwise as required under the Stripe Connect Terms. Professionals are required to provide photographic evidence of all listed qualifications and we may require details of any registrations that can be publicly searched and certified copies of certificates for specified qualifications. You must make all declarations and obtain any necessary authorisation (including internal company authorisation) in accordance with the conditions of these Terms and as required by law (including those of the country in which you publish content). 

5.5.         You warrant and represent that all information provided to us is accurate, complete and not misleading and remains so. You must notify us of any change to such information.

6.              CONDITIONS OF USE

6.1.         You accept and acknowledge the following conditions to access and use of the Services and any Services:

(a)            you are over the age of 18;

(b)            you are the parent or legal guardian supervising any end user that is under the age of 18 (children under the age of 13 may not use the Platform);

(c)            you represent that you have capacity to form a binding contract in your jurisdiction;

(d)            you have the authority to bind any business on behalf of which you use our Services;

(e)            you have authority to use the payment method used;

(f)              You will not share your personal information with other users;

(g)            You will only represent yourself and will not create false aliases or impersonate any other person or entity (with or without their consent) in connection with the Services;

(h)            you only use the Services for lawful purposes; and

(i)              you are not breaking any local, state, national or international law in your relevant jurisdiction by accessing or using this Services or the Services;

6.2.         We reserve the right to refuse to provide you with access to the Services if it is brought to our notice or if it is discovered that you are not an eligible user or have breached these Terms.

6.3.         You indemnify us for any loss or damage we suffer as a result of your breach of these Terms.

7.             CODE OF CONDUCT

7.1.         You accept and acknowledge the following conditions to access and use of the Platform and any Services:

(a)            you must act responsibly, professionally, for the purposes of your professional activity and in good faith; 

(b)            you do not engage in any discrimination, racism, defamatory, improper, indecent, offensive or other behaviour that incites hatred, discrimination, racism, fanaticism or physical violence towards an individual or group;

(c)            you will treat the Platform and its users with respect and will not partake in any conduct that could be considered bullying, harassment or harmful to any other person (as determined by us);

(d)            you must not request or encourage sharing of personal information from minors;

(e)            you shall not engage or be involved in, represent or advocate illegal activities or services (whether in the location or jurisdiction of the Professional or the Client);

(f)              you shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform, or related systems or networks, or any systems or networks connected to the Platform;

(g)            you shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other personÕs use of the Platform;

(h)            you must not introduce any software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of the Services, or related systems and processes, or to damage or obtain unauthorised access to any system, data, password or other information relating to the Services or otherwise;

(i)              you must not collect for any purpose other than as permitted under these Terms any personally identifiable information, including full names, physical addresses or email addresses; 

(j)              you must not transmit "junk mail", "chain letters", or unsolicited mass mailing or ÒspammingÓ;

(k)            you shall not attempt to gain unauthorised access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any server, computer, network, or to any of the services offered on or through the Services, by hacking, password "mining" or any other illegitimate means; and

(l)              you do not breach any of the Terms.

8.              USER CONTENT

8.1.         You are solely responsible for all activity on the Platform and all content and information published on, sent via or in connection with the Services (including profile information and links, messages, images and other content) (User Content). You warrant that User Content is accurate, complete, honest and genuine. You warrant and represent for User Content (including any musical works, films, videos, images, photographs, texts and other intellectual property) that you have unrestricted authority to use the content on the Platform in accordance with these Terms without infringement of third party rights.

8.2.         You grant us an irrevocable, non-exclusive royalty-free global and unrestricted license to use, represent, reproduce and exploit such User Content for all purposes related to the Services (including reasonable marketing and promotional use). You acknowledge that such User Content may be made publicly available and that we are not responsible for editing or monitoring such information. We nevertheless reserve the right to delete any such information in our absolute discretion.

8.3.         We are under no legal obligation to monitor any content, data or information transmitted by users via or stored on the Platform. You acknowledge that we cannot verify or guarantee User Content. Our only obligations are to (i) hold your personal data, which is subject to an obligation of confidentiality and treated in compliance with the laws and regulations relating to personal data, in accordance with our Privacy Policy, and (ii) remove all clearly illegal content which has been effectively brought to our attention.

8.4.         We may include sponsored content and advertisements on the Platform, including near your content and communications, without compensation to any user.

8.5.         We reserve the right to delete any User Content in our absolute discretion and may modify the format, layout, language, size and metadata of such content without changing the meaning of your expression.

8.6.         Without limitation to the conditions above, the following conditions apply to any User Content you comment, host, display, upload, modify, publish, transmit, update or share on the Platform:

(a)            User Content must be true, accurate and not misleading in any way;

(b)            you have the necessary rights to publish and use User Content in accordance with these Terms;

(c)            use of User Content in accordance with these Terms does not infringe any protected rights, whether such rights are human rights or those provided for under the intellectual property code (copyright, related rights, trademark, patent or other intellectual property);

(d)            other than offers for work contemplated by the Services, nothing may involve any commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Services; and

(e)            User Content must not contain scenes containing paedophilia, pornographic or sexually explicit material, or which contains a link to any website or application which is reserved for adult use.

8.7.         You represent and warrant that your use of the Services and all of your User Content will comply with the above conditions.

9.           SESSIONS, PRICING & BOOKING

9.1.      Each Professional shall be responsible for the specification of the listed Sessions and applicable price (Price).

9.2.      All Prices are subject to change at any time and inclusive of VAT and any other sales or value added tax, duties or taxes. CONSLT may charge you additional fees and charges as specified on the Platform.

9.3.      Payments must be made in advance by using the payment method specified on the Platform.  In particular, you accept the terms and conditions applicable to managing any account and processing payments using Stripe Connect (which provisions are incorporated by reference in these Terms). Surcharges may apply for certain payment methods.  You warrant that there are sufficient funds on any credit or debit card to pay for all charges relating to any repeat Booking and you will be charged in advance for your next Booking.

9.4.      You are responsible for the payment of any duties or taxes with respect to the Services.

9.5.      All Sessions are listed subject to availability and specifications are subject to change at any time.

9.6.      The Professional is responsible for all details and any errors in a Booking.

9.7.      Clients may cancel a booking and get a full refund up to 24hours before the scheduled start of the session. Professionals may cancel a booking and issue a full refund at any time, up to 7 days after the scheduled start of the session.

9.8.      A Booking may be rejected or cancelled at any time by CONSLT, including if we discover an error in the price or specifications of the Services. We may give the Client the choice to vary the Booking. 

9.9.      The Professional shall be notified of each Booking by email or on the Platform and has sole responsibility for monitoring emails for new Bookings.  The Professional may reject a Booking, particularly if the Professional raises a concern as to legitimacy or safety.

9.10.  All Bookings must be made via the Platform.

10.           COMMISSIONS & PAYMENT

10.1.      Fees and charges for using the Services (Fees) shall be specified on our website, or otherwise under any Professional Agreement, subject to change at any time. 

10.2.      Professionals only shall be charged Fees as a fixed percentage of the amounts by Clients for Sessions Ð being initially and by default commissions (7.50%) and administrative charges (2.50%), and subscription fees may apply for accessing certain features or Services.

10.3.      Fees are specified exclusive of VAT and any other sales or value added tax, duties or taxes. You agree to pay any duties or taxes with respect to the Services and indemnify us against any claim arising from failure to make such payment.

10.4.      Fees must be made on or before the start date of each successful Session, by our payment service provider (including Stripe). If any amount due remains unpaid, we may suspend or terminate your Account, charge damages, additional administration costs and interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

11.           SERVICES AVAILABILITY

11.1.      The version of the Platform software may be upgraded to add support for new functions and services. 

11.2.      In order to use the Services, you are required to have a compatible computer, mobile phone, digital pad, or handheld device, internet access, and the necessary minimum system specifications.

11.3.      You acknowledge that we are not required to keep the Services available for your use and we make no warranties as to its availability or that the Services will operate continuously or error-free.

11.4.      We accept no responsibility for the unavailability of this Services, or any offer of Services found on the Platform, or any interruption or malfunction for any reason whatsoever (including failures of our Internet provider or web hosting service provider, third party intrusions or force majeure) and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Services.

11.5.      We make no guarantees, implied or express, as to the ongoing availability of the Platform or Services.

12.           INTELLECTUAL PROPERTY

12.1.      All content on the Platform is our copyright and property and can be used for any purpose relating to the Services or our business. Without our express written permission, you shall not copy the Services for your own commercial purposes, including:

(a)            replicate or use the details and profiles of any other user;

(b)            replicate all or part of the Services in anyway;

(c)            use any Òdeep-linkÓ, ÒrobotÓ, ÒspiderÓ, Òpage-scrapeÓ or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services, Profiles or any Content, nor in any way reproduce or circumvent the navigational structure or presentation of same, nor obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services; and

(d)            incorporate all or part of the Services in any other webpage, website, Services, application or other digital or non-digital format.

12.2.      We have moral and registered rights in the CONSLT and other trademarks and you shall not copy, alter, use or otherwise deal in the marks without our prior written consent.

12.3.      All content remains our Intellectual Property, including (without limitation) any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Professional or Client.

13.           THIRD PARTIES LINKS, SERVICES & ADVERTISING

13.1.      The Services may contain links, information and advertising from businesses, people, websites and applications, hosted, published or operated by third parties (Third Parties). You consent to receiving this information as part of your use of the Services and acknowledge that we do not control Third Parties.  Third Parties shall include:

(a)            all information may be process and stored with cloud service providers (such as Amazon Web Services);

(b)            all payment information shall be provided to and processed by a payment gateway (such as Stripe Connect);

(c)            Video and Audio communication shall be facilitated and processed (such as TokBox).

13.2.      We may permit the use of tools which enable the users to share certain information from the Services on websites, social networks and blogs which are published by third parties, provided that this type of communication and sharing for promotional purposes, to the exclusion of any commercial use or for any promotional use which is not connected with the Services or our marketing activities. If after receiving written notice to remove any link, you do not comply with any request for removal or otherwise ensure compliance with these Terms, we reserve the right to delete the link or related User Content and/or delete your Account.

13.3.      The use of hypertext links and/or hyperlinks, which directs individuals to our Platform, is expressly authorised strictly for the promotion of the Platform and the Services and prevent confusion with third party websites. Without limitation, we prohibit users from using techniques known as "framing", "inline linking" and "deep-linking" for the non-authorised exact reproduction of the contents of the Platform and the integration of the Platform on webpages published by third parties. 

13.4.      We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the websites, information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.

14.           LIMITATION OF LIABILITY & INDEMNITY

14.1.      You agree that you use the Services at your own risk.  You acknowledge that we are not responsible for the conduct or activities of any Professional or Client and that we are not liable for such under any circumstances.

14.2.      You acknowledge that in using the Services and in relation to the supply of Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

14.3.      You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Services, including any breach by you of these Terms.

14.4.      In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Services or any content, or in any way relating to the Services (or the provision or non-provision of Services), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

14.5.      Certain rights and remedies may be available under the Sale of Goods Act 1979 or the Consumer Protection Act 1987, the Consumer Contracts Act 2013 and the Consumer Rights Act 2015 or similar legislation in other jurisdictions and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-performance of Services or payment of the cost of re-supply of Services.

15.          PRIVACY POLICY

15.1.      You accept our Privacy Policy and agree that you will not do anything that shall compromise compliance with our Privacy Policy nor do anything contrary to the Privacy Policy insofar as your use of the Services is concerned.

15.2.      We may amend the Privacy Policy upon notice (including on our Platform) and in our absolute discretion, and by continuing to use the Services you accept such changes.

16.           FORCE MAJEURE

16.1.      Neither you or us (or our related entities) will be held responsible for any breaches or delays in the use or fulfilment of the Services or the Platform caused by force majeure, including any matter outside a partyÕs reasonable control or as otherwise understood under locally applicable law.

16.2.      In situations of force majeure, all obligations under these Terms are suspended, provided that after 48 consecutive hours, you may cancel your Account by sending notice to email below. If terminated for any of the above reasons, you will no longer be able to access your Account. 

17.           CANCELLATION & CLOSING ACCOUNTS

17.1.      You may only cancel the Services or end the agreement formed by these Terms, by written notice.

17.2.      You are not required to give reasons for such termination and your request will be deemed effective the day after receipt by us of your notice request to close the relevant Account.

18.           SUSPENSION & TERMINATION

18.1.      We may end the agreement formed by the Terms, immediately by giving you written notice. It is not essential to provide reasons for the termination. Where these Terms have been terminated, you must immediately cease using the Services or Platform.

18.2.      Any termination shall take effect without prejudice to any damages that we might claim from you and your legal representatives, in compensation of the loss suffered as a result of any breach or otherwise provided under these Terms.

18.3.      You will be informed by email of any termination or the confirmation of the termination of your Account. Data relating to the Account will be destroyed at your request or upon expiration of the legal time period following the termination of your Account. 

18.4.      Your use of the Services may be suspended or cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Services should you receive a notice suspending or cancelling your licence to use the Services.

18.5.      Except as otherwise provided in these Terms or by exceptional arrangement with us, no refund or reimbursement will be granted if the Account is terminated or cancelled before the end of any subscription period or without having redeemed all Credits held. 

19.           NOTICES

19.1.      You can contact our support team by email (support@conslt.co.uk).

19.2.      You can direct notices, enquiries, complaints and so forth to us using any other details published on the Platform. We will notify you of a change of details from time-to-time by publishing new details on the Platform.

19.3.      We will send you notices and other correspondence to the email address that you submit to the Services. It is your responsibility to update your contact details as they change.

19.4.      A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.

20.           GENERAL

20.1.      We may assign or otherwise create any interest in their rights under these Terms by giving you written notice.

20.2.      We may in our absolute discretion amend these Terms at any time, which shall become effective by giving you notice.

20.3.      Any provision of these Terms, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.

20.4.      These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed and validly entered into electronically.

20.5.      The termination of these Terms does not affect the partiesÕ rights in respect of periods before the termination of these Terms.

20.6.      These Terms and any non-contractual obligation arising therefrom, are governed by the laws of England and Wales and you submit to the exclusive jurisdiction of the courts in London, England.