Terms and Conditions
Terms and Conditions
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.
1. ABOUT THESE TERMS
1.1. The Cloud Gurus Direct website at cloudgurus.direct and any associated websites and applications (the “Website”) is owned and operated by ICT Rated Ltd, a company registered in England and Wales with company number 08894630 and registered office address of 42 Janson Road, Southampton, Hampshire, SO15 5GJ (“Cloud Gurus Direct”, “we” and “us”). Our VAT number is [INSERT].
1.2. These terms of service (the “Terms”) set out the terms on which you may access and use the Website and the range of services we offer (the “Services”) through the Website. In these Terms references to “you” are to the person accessing, downloading or using the Services, Website, or the company or organization on whose behalf you access, download or use the Services and Website.
1.3. Please review these Terms carefully and make sure that you understand them before using the Services or the Website. If you do not agree to these Terms, you must cease use of the Services or Website immediately.
2. WHAT IS THE WEBSITE?
2.1. Cloud Gurus Direct provides its Services through the Website. The services provided by Cloud Gurus Direct are as follows:
(a) Cloud Gurus Direct allows IT professionals (“Professionals”) to publish a profile (a “Profile”) which is displayed through the Website.
(b) Cloud Gurus Direct allows users to search for Professionals based on attributes such as location and technical specialisation. The search results are ranked on the amount of Profile information provided by the Professional and not the abilities of the Professional. Cloud Gurus Direct does not recommend or endorse any particular Professional and the user is responsible for deciding on the suitability of any particular Professional.
(c) Cloud Gurus Direct collects recommendations and reviews of Professional from companies who have used their services. Cloud Gurus Direct publishes the recommendations and reviews on the Profile of the relevant Professional via the Website.
(d). Users and Professionals will be able to post jobs and projects which will be published on the Website.
(e) Professionals can display and describe their products and services on their Profile and can encourage other users to contact them for quotes and to order products and services.
(f) Users are able to identify and match with Professionals to undertake smaller time-limited jobs (“Tasks”) and payment for the Task is made through the Website.
2.3. Cloud Gurus Direct is not a retailer and is not offering goods or services for sale via the internet. The Services do not constitute, and Cloud Gurus Direct is not operating as, an employment business or an employment agency under the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Cloud Gurus Direct helps connect Professionals and users seeking Professionals and introduces them to each other. Any contract or arrangement entered into between any Professional and any user (or one or more Professionals) is a contract between them directly to which Cloud Gurus Direct is not and shall not be a party.
2.4. The Website and Services are not intended for consumer use and by using the Website and Services you warrant and represent your use is in connection with your trade, business, craft of profession and not personal.
3.ACCEPTANCE OF TERMS
3.1. By using the Services and/or the Website, you accept and agree to be bound by these Terms in their entirety.
3.2. Cloud Gurus Direct may at any time modify these Terms. Cloud Gurus Direct will notify you of any changes to these Terms either by emailing you (at the email address entered by you into any form on the Website) or by posting a notice on the Website. By continuing to use the Services and/or the Website after changes to these Terms are made and notified to you, you agree to be bound by such changes.
3.3. You can review the most current version of our Terms at any time by clicking on the "Terms of Service" link located at the bottom of the Cloud Gurus Direct Website at cloudgurus.direct. The most current version displayed on that page will supersede all previous versions. It is your responsibility to ensure that you are familiar with the current Terms. You are advised to check the above link on a regular basis.
3.4. By using the Services and the Website, you warrant that you have the right, authority and capacity to enter into and be bound by these Terms.
4.REVIEWS AND RATINGS
4.1 Users may be invited to (or may decide to) submit reviews and comments about Professionals which may be published on the Professional’s Profile. Reviews and comments are viewable by users of the Website, may be viewable by search engines and may appear in search results.
4.2 You hereby expressly acknowledge that Cloud Gurus Direct shall not be liable for any loss or damage (howsoever arising) caused by the publication of any review or comment on your Profile.
4.3. You have a right to respond to any review or comment published on your Profile. If you believe that a review or comment is misleading or unfair, you should post a response to the review or comment. This response will be published in connection with the review or comment in relation to which it is made.
4.4. In the event that you believe that any review or comment published on your Profile is untrue, wilfully misleading or otherwise in breach of the Content guidelines contained in paragraph 8 below, you should contact Cloud Gurus Direct by emailing [email protected] setting out why you believe the review or comment to be untrue, wilfully misleading or otherwise in breach of the Content guidelines. Cloud Gurus Direct will consider your submission and will notify you of its decision within 14 days. Cloud Gurus Direct may in its sole and absolute discretion decide to do one of the following:
(a) allow the review or comment to remain published;
(b) amend the review or comment by removing or clarifying elements of it but otherwise allow it to remain published; or
(c) remove the review or comment in its entirety.
4.5. Cloud Gurus Direct may use an algorithm to calculate an overall rating for you. This rating is based on a number of factors. Cloud Gurus Direct will not discuss or negotiate your rating.
4.6. Any decision of Cloud Gurus Direct pursuant to paragraphs 4.4 and 4.5 shall be final.
4.7. If you are a Professional you undertake not to submit any review or comment about another Professional.
5.1 When posting a vacancy for a job, you are required to submit:
(a) your identity and the nature of your business;
(b) the date on which you require a candidate to commence work and the duration, or likely duration of the work;
(c) to the extent applicable, the position you are seeking to be filled, including the type of work a candidate in that position would be required to do, the location at which and the hours during which they would be required to work and any risks to health or safety known to you and what steps you have taken to prevent or control such risks;
(d) the experience, training, qualifications (including professional qualifications where relevant) and any authorization which you consider are necessary, or which are required by law, or by any professional body, for a candidate to possess in order to work in the position;
(e). any expenses payable by or to the candidate;
(f). to the extent applicable, the minimum rate of remuneration and any other benefits which you would offer to a candidate in the position which you are seeking to fill, and the intervals at which the candidate would be paid; and
(g). where applicable, the length of notice which a candidate in such a position would be required to give, and entitled to receive, to terminate the engagement with you.
5.2. You must not post a vacancy for a job that requires candidates to work with vulnerable people.
5.3. Any job vacancy must comply with the Content guidelines contained in paragraph 8. In addition, you must not:
(a) post the same job multiple times;
(b) request a service that is illegal or violates the intellectual property rights, policies or rules of any third party;
(c) post any job that requires the candidate to work for free or for less than the national minimum wage including without limitation any contest where the lowest offer is awarded the job;
(d) request a fee or payment in order to progress with any job or role;
(e) post a job that requires exposure to adult or sexually explicit content or which involves the candidate engaging in sexual activity;
(f) request the creation of content which violates academic integrity or enables a person to gain a qualification or benefit by fraudulent means; or
(g) post a job which is not genuine, legitimate and available.
6.1. By using the Website, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services or the Website.
6.2 You agree and undertake to keep your username and password confidential, not to disclose your password to any other person and not to permit any other person to log in to your account or Profile using your username and password.
6.3 You agree not to interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms. You also agree not to:
(a) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website);
(b) attempt to gain access to secured portions of the Website to which you do not possess access rights;
(c) impersonate any other person while using the Services or Website;
(d) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website;
(e) resell or export the software associated with the Website;
(f) use the Website to generate unsolicited advertisements or spam; or
(g) use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website.
6.4 You acknowledge that the platform provided through the Website is intended to be a safe environment in which users of the Website can interact with each other without fear of harassment, discrimination or victimisation. You undertake and agree:
(a) at all times to treat other users and staff of Cloud Gurus Direct with respect; and
(b) not to harass, stalk, intimidate, pester or otherwise behave inappropriately towards any other user or staff member of Cloud Gurus Direct.
6.5 If you are a Professional, you must not use the Website in a manner that gives rise to a conflict of interest with any third party, including but not limited to any employer or other person or entity to whom you provide services.
7.1. In providing you with access to the Website, Cloud Gurus Direct reserves the following rights, and in accessing, browsing or otherwise using the Website you grant to Cloud Gurus Direct and agree that Cloud Gurus Direct shall have the following rights:
(a) the right to refuse or withdraw your access to the Website in accordance with applicable laws for any reason at any time (with or without notice) if you violate or breach any of these Terms;
(b) the right to suspend, amend or disable your account or Profile without giving you advance notice;
(c) the right to amend or update the Website, fees, billing methods or these Terms from time to time;
(d) the right without notice to remove Content, materials or user accounts for any reason whatsoever in our sole and absolute discretion, including without limitation Content which is unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, and user accounts used to propagate any such Content;
(e) the right to access any or all of your accounts in order to respond to your requests for technical support so long as we maintain appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data;
(f) the right to terminate without notice user accounts and delete any associated data if that account has been inactive or disabled for ninety (90) days or more;
(g) the right to report you to the police or other judicial body if Cloud Gurus Direct considers that your conduct (whether in using the Website, our Services or otherwise) is unlawful or threatens the welfare of any user of the Website or the Services or any member of Cloud Gurus Direct’s staff; and
(h) the right to use your name and likeness (including without limitation any picture of you to promote the Website).
8.1. You hereby represent and warrant that in respect of any text, image, video or other content (“Content”) uploaded to the Website and/or transmitted to any user via the Website by you that:
(a) you have the right to publish such Content (whether by virtue of ownership of the intellectual property rights in such Content or as a result of the grant to you of a license to use and publish such Content);
(b) the publication of such Content on the Website is not likely to bring the reputation of Cloud Gurus Direct into disrepute;
(c) such Content:
(i) is not illegal in any jurisdiction in which such Content might reasonably be expected to be viewed and does not promote any illegal activity;
(ii) does not promote terrorism or assist any person in committing or procuring the commitment of any act of terrorism;
(iii) does not encourage or promote any political cause or affiliation;
(iv) is not of a pornographic, sexually explicit, violent, offensive or obscene nature;
(v) does not promote racism, bigotry, hatred or physical harm of any kind against any person or group of persons;
(vi) does not contain libellous or otherwise untrue statements about any person (whether living or dead) and does not harass or advocate the harassment of any person;
(vii) does not depict any person less than 18 years of age (whether or not decent or indecent);
(viii) is not likely to cause offence to any viewer of such Content;
(ix) is true and not misleading in all material respects;
(x) does not promote or relate to any pyramid scheme, contest, lottery, sweepstake, or barter activity; and
(xi) is not likely to lead a user to assume that you are related to, authorised by or otherwise represent Cloud Gurus Direct.
8.2 You acknowledge and agree that Cloud Gurus Direct may review and approve some or all Content (in its sole and absolute discretion) uploaded to the Website and/or transmitted by you to any other user via the Website. Cloud Gurus Direct shall be entitled to remove any Content without notice.
8.3 Further you acknowledge and agree that Cloud Gurus Direct may be required to provide information about the origin of any unlawful Content published and/or the occurrence of any unlawful activity occurring on the Website to any police or judicial authority in any country in which such Content has been viewed or published and is illegal and you hereby irrevocably authorise Cloud Gurus Direct to provide such information to such persons (on request or in our discretion) without consulting or informing you.
8.4 If you view any Content on the Website that you believe breaches any of the above restrictions, you undertake and agree to report such Content to Cloud Gurus Direct as soon as is reasonably possible.
8.5 You acknowledge and agree that we shall at all times be permitted to distribute, display, or use for promotional purposes and in advertising or any third party website (including without limitation any social network) any Content uploaded by you to the Website. Further we may without your consent and/or notifying you post Content on our profiles on social media websites including without limitation Twitter, Pinterest, Facebook and Instagram.
9.CONTACT IMPORTING, EMAIL INVITATIONS AND LINKED SOCIAL NETWORKING PROFILES
9.1 We may permit you to invite your email contacts and social network contacts to use the Website and to recommend you. We do this by allowing you to have access to your contact lists on any email account and/or social network account which you have linked to your Profile on the Website.
9.2 You can select one or more contacts from your list of contacts to whom you can send an invitation. We send an email on your behalf to your selected contacts. You are not permitted to contact through the Website people who you do not know and/or spam people.
10.1 Cloud Gurus Direct and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, design, text, graphics and all software and source code connected with the Website and the Services other than Content belonging to Professionals as set out in more detail below. Cloud Gurus Direct grants you a limited licence to use the Website solely as set out in these Terms.
10.2. The Website is protected by copyright, trademark, patent and other intellectual property laws. Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website without Cloud Gurus Direct’s prior express written consent. In particular you may not use automated means, including spiders, robots, crawlers, data mining tools, or similar means to download data from the Website. An exception is made for internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file.
10.3 Content uploaded by you shall at all times belong to you. When you upload any Content to the Website you grant Cloud Gurus Direct a non-exclusive, perpetual, transferable, irrevocable, sub-licensable and royalty-free licence to:
(a) use, modify, publish, adapt, translate, distribute, modify and create derivative works of (whether for public display or otherwise) such Content throughout the world in any media, now known or in the future devised; and
(b) use your username or business name in connection with such use.
10.4 Cloud Gurus Direct grants you a limited licence to use the Website solely as set out in these Terms. Any unauthorized use of the Website will result in the automatic termination of the limited license granted by us. Cloud Gurus Direct reserves the right to terminate the limited license without notice at any time following an unauthorized use by you of the Website.
10.6 Graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Cloud Gurus Direct Limited. They may not be used without Cloud Gurus Direct’s prior express written permission.
10.7 All other trademarks not owned by Cloud Gurus Direct that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Cloud Gurus Direct.
11.CONTRACT FORMATION, PAYMENT AND TAXATION
11.1 Cloud Gurus Direct provide matchmaking and platform services only. Any contract between users for the purchase and sale of services is strictly between the users directly and for the avoidance of doubt, Cloud Gurus Direct shall not be a party to such contract. Cloud Gurus Direct is not responsible for and has no liability for any aspect of service delivery or interaction between users and will not be a party to any disputes between users regarding service delivery.
11.2 Cloud Gurus Direct will not be obliged to procure any refund from any user. If the buyer can prove that they did not receive the service then Cloud Gurus Direct will investigate the dispute and in their discretion give a full refund to the buyer.
11.3 Each user is responsible for all taxation (including VAT, income tax and any other applicable sales taxes) applicable to them as a result of their activities in using the Website.
12.SUBSCRIPTIONS AND PAYMENTS
12.1 Currently Cloud Gurus Direct does not charge a subscription for use of the Website and the Services. Cloud Gurus Direct reserves the right to start charging a subscription for the use of the Website at any time. Cloud Gurus Direct will give you no less than 14 days notice in the event that it decides to start charging for use of the Website and/or the Services. Any subscription fees will be non-refundable. In the event that Cloud Gurus Direct terminates your use of the Website and/or the Services for any reason permitted in these Terms, no fees already paid will be refundable.
12.2. Any charges will be based on a subscription model whereby users will be able to select a level of participation and will be charged a subscription fee accordingly. Subscription fees may vary depending on some or all of:
(a) the minimum duration of any subscription; and
(b) the functionality required and provide through any subscription.
12.3. In addition to subscription fees, Cloud Gurus Direct may charge additional fees for certain services from time to time. Details of all fees will be published on the Website at https://cloudgurus.direct.
12.4 Payment for all Tasks shall be made through the Website. The Professional and the user receiving services under the Task (the “Buyer”) authorise Cloud Gurus Direct to charge the Buyer the fee agreed for the Task prior to the commencement of the Task and then release the fee to the Professional once the Task has been completed. Cloud Gurus Direct uses a third-party payment processor (the “Payment Processor”), to collect the fees for the Task and by making use of the payment services on the Website, the Buyer agree to be bound by Payment Processor's Connected Account Agreement (https://stripe.com/us/connect-account/legal) and hereby consents and authorizes Cloud Gurus Direct to delegate the authorizations and share the information Buyer provides to Cloud Gurus Direct with any third-party service provider to the extent required to provide the payment services. The Professional and Buyer agree Cloud Gurus Direct will retain as payment for the Services performed by Cloud Gurus Direct in facilitating the Task the proportion of the Task fees agreed when the Task was formed.
12.4 All fees will be stated exclusive of VAT or other applicable sales taxes. VAT and/or other applicable sales taxes will be payable in addition to the fees.
Whilst we have implemented commercially reasonable technical and organisational measures to secure your Content from unauthorized use, we cannot guarantee that unauthorized third parties will never be able to defeat those measures. You acknowledge that you provide your Content at your own risk.
You undertake and agree to comply with all applicable laws and regulations relating to the transmission of technical data exported from the country in which you reside and with all local laws and rules regarding acceptable use of the internet.
16.USE OF INFORMATION SUBMITTED
16.1 You agree that Cloud Gurus Direct is free to use any comments, information or ideas contained in any communication you may send to Cloud Gurus Direct without compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or Website or other products or services. For the avoidance of doubt, all such information will be deemed by Cloud Gurus Direct to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.
16.2 You agree that any information published by you on the Website may be public information and that other users of the Website will be able to view and comment on such information.
16.3 You agree that Cloud Gurus Direct is free to republish and make use of any information published by you on the Website without acknowledging you as the source of such information and/or creator of such Content. In general, however we will make an attempt to provide a link back to your page when posting Content on other third party websites. You hereby irrevocably waive all your moral rights to any Content placed by you on the Website.
17.NO WARRANTY & LIABILITY LIMIT
17.1 Cloud Gurus Direct provides the Services and Website "as is" and without any warranty or condition, whether express, implied or statutory. Cloud Gurus Direct specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Cloud Gurus Direct assumes no liability or responsibility for any errors or omissions in the Website or provision of the Services; any failures, delays or interruptions in the Website; any losses or damages arising from the use of the Services or Website, or any conduct by users of the Services or Website. We reserve the right to deliver the Services and Website in our sole and absolute discretion.
17.2 In no event shall Cloud Gurus Direct, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Services and/or Website or these Terms, on any theory of liability, and whether or not advised of the possibility of damage.
17.3. Cloud Gurus Direct does not seek to exclude liability for death or personal injury caused by its negligence, or fraud or fraudulent misrepresentation on the part of Cloud Gurus Direct. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
17.4 From time to time you may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, you agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.
17.5 You acknowledge and agree that Cloud Gurus Direct is not responsible for the accuracy of any information published on the Website by users and does not warrant that any information appearing on the Website is accurate, true or complete. Cloud Gurus Direct specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.
17.6 The Website and any Content displayed thereon may contain facts, views, opinions, recommendations and advice. These views, opinions, recommendations and advice are not those of Cloud Gurus Direct and are not endorsed by Cloud Gurus Direct. Cloud Gurus Direct shall not be liable in the event that any Content is defamatory, misleading, incomplete or incorrect. Similarly Cloud Gurus Direct shall not be liable in the event that any fact is incorrect or misleading.
17.7. Cloud Gurus Direct is not responsible for the conduct of its users (whether online or offline) and shall not be liable for any actions or postings of any user. In particular, the inclusion of any user on the Website does not constitute a recommendation of that person by Cloud Gurus Direct.
You agree to indemnify and hold Cloud Gurus Direct and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of your use of the Services and/or Website or your violation of any law or the rights of any third party.
19.1. Cloud Gurus Direct may change or discontinue the Services and/or Website at any time without prior notice. We reserve the right to terminate these Terms for any reason, without notice, and these Terms shall automatically terminate in the event that you violate any of the Terms set forth herein (with prejudice to our accumulated rights against you). In the event of any termination, you will immediately cease use of the Services and Website.
19.2 You may terminate or cancel your account using the account settings on the Website.
20.1 These Terms are agreed between you and Cloud Gurus Direct. No person shall have any rights under or connection with these Terms under the Contracts (Rights of Third Parties) Act 1999.
20.2 If any court or competent authority decides that any term of these Terms is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
20.3 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
20.4 Our failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
20.5. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under these Terms without our prior express written consent.
20.6. These Terms set forth the entire understanding and agreement between you and Cloud Gurus Direct with respect to the subject matter hereof.
20.7 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
20.8 You irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms agreement or their subject matter or formation (including non-contractual disputes or claims).