ASSOCIATE TERMS AND CONDITIONS
Version 3.1
Issued: 01/06/2006
1. Definitions/Interpretation
"Headings" have been included in these Terms and Conditions for convenience only and will not be used in construing any provision set out below. In these Terms and Conditions, unless inconsistent with the context or otherwise specified, the following definitions will apply to the following words and expressions:
"Assignment" means any Services supplied or provided to a Client by an Associate hired by (or on behalf of) that Client through the Website for the duration requested in the winning Auction and/or the relevant Assignment Terms.
"Assignment Terms" means an agreement between an Associate and a Client that sets out the terms of an Assignment.
"Associate" means a registered individual using the Services on the Website to provide Listings for consulting services to be acquired by Clients through the Website.
"Auction" means an online auction conducted through the Website and activated by a Client Bidding/Securing for the Services of an Associate on the basis of that Associate’s Listing.
"Bid" means the figure that a Client inputs through the Website with the intention of winning and securing the consulting services of an Associate for an Assignment with that Client (and "Bidding" shall be construed accordingly).
"Bidder" means anyone authorised to Bid during an Auction.
"Client" means any company or individual using the Website and the Services to search for or secure the consulting services of Associates.
"Group" means GCG plc, together with any business entity in which GCG plc owns, directly or indirectly, 50% or more of the outstanding voting securities or capital stock.
"Licence" refers to the licence that professionalassociates.com gives to Members to permit them to access the Website and to use the Services.
"Listing" refers to the information about consulting services and availability that an Associate provides for an Auction so that a Client can search and Bid to buy their consulting services.
"Members" means Associates and Clients that are successfully registered to use the Website (and "Membership" shall be construed accordingly).
"professionalassociates.com" means the trading division of GCG plc, an English corporation (whose head office is at Wrest House, Wrest Park, Silsoe, Bedfordshire, MK45 4HS United Kingdom) which is providing the Services to Clients and Associates through the Website.
"Relationship Manager" means the professionalassociates.com relationship manager that is assigned to a Client or Associate members of the Website.
"Services" means the content, features and functionality provided via the Website to facilitate Clients securing Associate consulting services via the Website.
"Terms and Conditions" means the agreement between You and professionalassociates.com formed by and constituting these Terms and Conditions as they may be varied or amended from time to time and any additional terms, conditions or disclaimers referred to, or displayed on, the Website (including, without limitation, the terms of use of the Website) as amended or varied from time to time.
"Transaction" means any transaction effected through the Website.
"Website" means the Website located at http://www.professionalassociates.com (or any other URL used, owned or operated by professionalassociates.com from time to time).
"You" (“Your”) means the registered individual accessing and using the Website as an Associate (irrespective of whether that registered individual may ultimately provide consulting services to Clients, and/or invoice for those consulting services, through a limited liability company or corporation or by means of any other legal entity).
2. Agreement
2.1 By accepting these Terms and Conditions, You create a binding agreement between professionalassociates.com and You as an individual. These Terms and Conditions apply to You, and have been accepted by You, in Your individual capacity as an Associate and irrespective of whether You may ultimately provide consulting services to Clients, and/or invoice for those consulting services, whether through a limited liability company or corporation or by means of any other legal entity. These Terms and Conditions apply to Your use of the Website and the information on the Website, to Your interaction with Clients through the Website and the Services. By using the Website and the Services, You agree (in Your individual capacity and on behalf of no other person or entity) to be legally bound by these Terms and Conditions which, for the avoidance of doubt but without limitation, include (and are deemed to incorporate) the published terms of use of the Website. You further agree to follow the registration process, as detailed in the instructions on the Website, and to ensure that Your registration details are kept up-to-date and accurate, using the relevant link(s) on the Website. You warrant that all information supplied by You during the registration process and during any discussion, including references, is, and will be, true and accurate.
2.2 The Website will be used by You for accessing and using the Services. Professionalassociates.com reserves the right (in its sole discretion, at any time, for any reason and with no liability), to refuse any application by You to register as an Associate or to otherwise access the Services and to temporarily or indefinitely suspend or restrict You from using or accessing the Website and/or any of the Services.
2.3 Professionalassociates.com reserves the right to change these Terms and Conditions at any time, so far is permitted by law. Amendments will take effect immediately when posted on the Website, or within 14 calendar days if otherwise notified directly to You. You are required to accept and agree to any changes to these Terms and Conditions before using the Website further. Your continued use of the Website after any amendment to these Terms and Conditions shall be deemed to constitute Your binding acceptance of, and agreement to, such amendment. The Terms and Conditions current at the start of a Transaction will apply until that Transaction is completed. Professionalassociates.com also reserves the right, at any time, for any reason and without notice or liability, to add to, delete or change any part of the Website and/or the Services.
2.4 These Terms and Conditions do not, and shall not, constitute or create any partnership, agency or employment relationship between professionalassociates.com and You, or have any equivalent effect in any jurisdiction, and You agree You are (and warrant that You are) solely responsible for the dealing with and payment of all taxation (national, federal, state or otherwise), social security, National Insurance or other equivalent liabilities arising, now or in the future, howsoever arising out of payments which You make or receive in connection with any Assignment or these Terms and Conditions Your use of the Website or any Assignment Terms. Accordingly, You hereby agree to fully indemnify professionalassociates.com and all members of the Group (before and after any termination or expiry of Your Membership) in respect of any claim or demand which may be made by any relevant authority in respect of any such taxation or National Insurance, social security or other such equivalent liability. For the avoidance of doubt, and specifically relating to the United Kingdom context of “IR35” legislation, professionalassociates.com is not (and will not be) supplying any consulting services to any person through the Website or otherwise acting as a contractor – it is acting as an intermediary for the purposes of providing the Services to introduce independent individual contractors and consultants to corporate Clients.
3. Listings
3.1 Professionalassociates.com does not guarantee the insertion of any particular Listing on a specified date or that the Listing will be available as scheduled, and it does not accept liability for the position or content of any Listing. Furthermore, professionalassociates.com does not undertake to have any Listing accessible at all times during the period it is scheduled to appear. Professionalassociates.com is not responsible for any factual errors, errors in placement or typographical errors in, or in relation to, any Listing uploaded onto the Website by any Associate.
3.2 Listings shall not contain items or information that (a) violates any local, state or national laws; (b) infringes any third party copyright, trademark or other intellectual property right; (c) falsely advertises or misrepresents Your ability to carry out the consulting services being offered for sale in the Listing; or (d) is sexually explicit in nature or contains or describes sexual acts, nudity and/or pornography or would otherwise be classified as adult-only material.
3.3 You shall not engage in either: (a) listing availability in Your profile when You do not have the required resource; or (b) listing any services which You cannot provide to the relevant Client at the time of the Listing (or at completion of the relevant Auction, or commencement of an Assignment) unless clearly stated within the Listing.
3.4 Professionalassociates.com is entitled, at any time entirely at its discretion and for any reason without notice, to remove or alter Your or any Listing for any reason including (but not limited to) in any of the following circumstances: (a) where the content of the Listing is or might be objectionable, offensive, unlawful or defamatory; (b) where there is reasonable cause to believe that the Associate or other party placing the Listing has, in the past, engaged in any dishonest or unethical practices in relation to the Website, or any similar Website, or has breached these Terms and Conditions; (c) where there is reasonable cause to believe that the Associate or other party placing the Listing is a commercial enterprise unsuited to the spirit and/or intent of the Website; or (d) where the Listing includes any reference or link to any other Website. Professionalassociates.com may also, at its discretion, terminate Your Membership in connection with any of the foregoing circumstances.
4. Auctions
4.1 All Auctions will be conducted in either UK pounds sterling ("GB£") or US dollars (“US$”) depending on which region an Associate resides. Professionalassociates.com reserves the right to correct any errors and to adjust reserve and/or starting Bids during any Auction. If an Auction subject to a minimum Bid or reserve ends and the minimum Bid or reserve price has not been met, the Client and the relevant Associate will be automatically released from any obligation to complete the Transaction.
4.2 Any Bid made will remain open for the time period specified on the Website. Professionalassociates.com has full discretion, for whatever reason and at any time, to refuse to accept any Bid and to postpone or stop an Auction.
4.3 Professionalassociates.com may provide e-mail alerts as notifications of Auction start-times, Bid increases, Bid retractions and Auction end-times as well as notifying Associates and Clients of new Listings, and other messages, on the Website. This service is provided on a reasonable endeavours basis and is not guaranteed to be available at all times.
4.4 Only in certain situations is withdrawal of a Client’s Bid acceptable. These situations include, but are not limited to: (a) the relevant Associate having made material changes to their associated Listing after the Bid has been placed; (b) a Client having contacted its Relationship Manager and having received express permission to withdraw its Bid; or (c) the relevant Associate becoming unavailable for the Assignment due to circumstances beyond their reasonable control (not including or amounting to providing services to another party). In situations of Bid retraction, the relevant Relationship Manager should be notified by the Client. In the case of any dispute, the relevant Relationship Manager will resolve the dispute and his/her decision will be final and binding on the Client and the relevant Associate who will comply with any ruling.
4.5 If, at the close of an Auction, a Bid has been placed in respect of a Listing that meets or exceeds the stated minimum Bid or reserve price, the relevant Associate is obliged to complete the Transaction with the highest bidder. By using professionalassociates.com, You agree to honour all the obligations incurred by You as an Associate to any Client pursuant hereunder and to promptly make available Your relevant consulting services consistent with Your Listing, the winning Bid and the Assignment Terms. If, for whatever reason, professionalassociates.com is unable to contact the winning Client within 48 hours of the closure of the Auction and/or there is a problem with the payment for the successful Bid, professionalassociates.com will be entitled, at its discretion, to offer the Listing to the next highest bidder or to re-Auction the Listing.
5. Associates and Assignments
5.1 By registering with the Website and becoming a Member, You agree to keep Your registration and contact details up to date and accurate, to be available as per the detail in Your profiles and Listings and to respond to all reasonable enquiries from Relationship Managers and/or Clients. In the event that a Client or professionalassociates.com cannot contact You during an Auction, professionalassociates.com reserves the right to remove Your Listing from that Auction and/or to terminate Your Membership of the Website. As such, when You are the subject of an Auction and/or after Your services have been procured by a Client, You should ensure that You stay in contact with the relevant Relationship Manager at all reasonable times. If You are likely to have difficulty in keeping in contact with the relevant Relationship Manager, e.g. due to illness or any other unavoidable or extenuating circumstance, You should nevertheless conduct Yourself professionally and ensure that the relevant Relationship Manager is made aware of the position as soon as possible and updated on a regular basis, in order that the Client can be kept fully appraised of the situation.
5.2 If You do not commence an Assignment as agreed with the relevant Client, whether because You have failed to stay in contact with the relevant Relationship Manager or otherwise, You may incur a charge amounting to 5 calendar days at the winning Bid/Buy Now price for that Assignment. You may also be subject to professionalassociates.com’s termination of Membership policy. In such an instance, professionalassociates.com will use its reasonable endeavours to find a suitable replacement Associate for the Client. Moreover, at any time in advance of commencing an Assignment, with the prior consent of the Client and the relevant Relationship Manager, You have the option of substituting Your services with those of a similarly qualified and experienced replacement consultant.
5.3 A winning Bid automatically entitles the Client to retain the services of the relevant Associate for the duration agreed in the Assignment Terms at the daily rate of the winning Bid/agreed Guide price, except where there are any special limitations or restrictions entered into such Associate’s profile prior to the Listing, or in the Listing itself.
5.4 You should not use any secondary Membership ID to place bids in respect of Your own Listing for any reason, neither should You solicit bidders who have placed Bids in an Auction in respect of another Associate who is offering to provide similar or identical services. Furthermore, You should not engage in conduct which will or might bring professionalassociates.com into disrepute. Any such conduct may result in the immediate termination of Your Membership. You should notify professionalassociates.com immediately if You become aware of any such conduct by any Associate.
5.5 Professionalassociates.com provides Clients with the ability to leave comments about the performance of Associates during Assignments. Professionalassociates.com will receive and review all feedback submitted from Clients. Any such feedback will not be publicly available. In the event that the feedback relating to You, in the objective opinion of professionalassociates.com, reaches concerning levels of negative feedback, You agree to meet with professionalassociates.com as soon as practicable to discuss this feedback. Professionalassociates.com may terminate or suspend Your Membership at any time if Your performance is assessed to be below the required standards.
6. Passwords and Security
6.1 In connection with Your use of the Website, You will be issued with a unique user name and password. You are responsible for keeping Your user name and password secure and confidential at all times. You should not share, display, disclose or permit such user name or password to be disclosed to any other party. You are responsible for Your use of the Website and the Services (and for any losses that professionalassociates.com or any member of the Group may incur) when access to the Website and/or the Services is obtained through the use of Your user name and password, whether authorised or unauthorised by You or the legal entity by which You are employed or engaged. You agree not to impersonate any other person or entity, to use any false name or to use any other person's user name and password to access the Website and/or the Services.
6.2 If You believe or reasonably suspect that Your username or password has become known to another person, or You are aware of any other breach of security regarding the Website and/or any of the Services, You should notify professionalassociates.com immediately. You agree and warrant that You will implement and comply with the above procedures and professionalassociates.com reserves the right to withdraw Your user name and password at any time, without notice and in its sole discretion, including (but not limited to) where You have not (or it reasonably suspects that You have not) complied with the above security procedures or if it has reason to believe that Your username and/or password have been discovered and/or used by any person or organisation other than You.
7. Website Availability
7.1 Professionalassociates.com reserves the right to modify or withdraw the Website (or any part of it) at any time without notice. It is the intention of professionalassociates.com to provide a high quality Website and suite of Services, which are accessible and functioning at all times. However, it accepts no responsibility or liability to any party for any failure of the Website, or any of the related Services, resulting in partial or total unavailability of the Website or any of the Services for any period of time.
7.2 Neither You, nor any parties affiliated with or contracted by You, should or may take any actions to interfere with, or interrupt, the operation or stability of the Website. This includes, but is not limited to, the use of any software, device or other programming routine that could place excessive loads or stress on the Website or on our related software, that could interfere with any Listing or Auction or that could alter any other Member’s account or information.
8. Data Protection and Confidentiality
8.1 By using the Website, You consent to the collection and use of Your personal information, by professionalassociates.com, the Group and Clients in accordance with these Terms and Conditions. You will be asked to provide certain information about Yourself, including Your name and contact details, as a result of using the Website. To ensure any such personal information is accurate and up-to-date, please ensure that professionalassociates.com is promptly informed of any change to Your contact details. Professionalassociates.com may also collect information about Your usage of the Website and information about You from, for example, e-mails that You send to us, via the Website or otherwise. The personal information You provide will enable professionalassociates.com to contact You (to which You agree) where necessary, and professionalassociates.com will also use and analyse the information collected to administer, support, improve and develop the Website and the Services. In particular, You agree that professionalassociates.com may use Your information to contact You for Your views on the Website, notify You about important changes or developments to the Website or the Services, and pass aggregate information on the usage of the Website to third parties (but this will not include information that can be used to identify You). If professionalassociates.com enters into a joint venture with, or is sold to or merged with, another entity, Your personal information may be disclosed to our new business partners or owners. By accepting and agreeing to these Terms and Conditions, You are making a legally binding agreement consenting to professionalassociates.com using and transferring Your personal data as described; and in the event of a cross border transfer of such data, You agree that such destination territory is deemed to have adequate controls in relation to such data. You understand and agree that such data can be transferred into and outside the European Union.
8.2 Professionalassociates.com employs measures to protect Your personal information from access by unauthorised persons and against unlawful processing, accidental loss, destruction and/or damage. We will retain Your personal information for a reasonable period, or as long as the law requires, and we will always take steps to ensure that Your personal information is used by third parties in accordance with these provisions. The personal information which You provide to professionalassociates.com will be used for purposes connected with the Website and the Services, and You agree to receive email information on new services, site updates and material which may be of interest to You generally. All such personal information supplied to or held by professionalassociates.com is held in accordance with the legislative requirements of the United Kingdom’s Data Protection Act 1998. In accordance with that legislation, any person in respect of whom professionalassociates.com possesses personal information may have access to that information and may require it to be corrected or deleted. Professionalassociates.com is entitled to charge a fee of £20.00 (or equivalent) to meet our reasonable costs in providing You with details of the personal information that we hold about You. Professionalassociates.com will only disclose Your personal information in its possession to outside parties with Your consent, if it believes that You are involved in any illegal or harmful conduct or otherwise when and if it is required to do so by law.
8.3 In preliminary discussions between You and professionalassociates.com, as well as during our working relationship, professionalassociates.com has furnished and will furnish You with confidential information. This includes information regarding the business and procedures of professionalassociates.com and the Group, exposure to some or all of their consulting methodologies and attendant tools, lists of their Clients and employees, access to professionalassociates.com’s voice mail and e-mail systems and other confidential and proprietary information of professionalassociates.com, the Group and/or their Clients. You hereby agree not to use any such confidential information, now or in the future, for purposes competitive to professionalassociates.com’s or the Group’s business and not to disclose such confidential information to any person, firm or corporation unless first authorised in writing by professionalassociates.com. You further agree to return promptly all written copies of and/or extracts from such confidential information when Your discussions or association with professionalassociates.com have ended.
8.4 For the purposes of these Terms and Conditions, confidential information does not include any information which is available generally to the public by means of proper disclosure by someone other than You, nor does it include any information which You have developed without assistance from professionalassociates.com or which You may be required to disclose by law.
9. Payments and Expenses
9.1 Professionalassociates.com provides for a commission bonus structure payable to Associates for any successful referrals of leads and a material contribution by the Associate that result in an Associate (either themselves or another Associate from the professional.com network) being placed into an Assignment with an existing or new Client. In addition professionalassociates.com will provide bonus payments for referring additional candidate Associates to the network. Referral bonuses are payable when the referred Associate is placed onto a Client site. As such bonus structures will vary from time to time, You should obtain up to date details from professionalassociates.com.
9.2 During any Assignment, You agree to invoice professionalassociates.com monthly for that Assignment and to supply completed weekly timesheets signed by the relevant Client. On receipt of correct and accurate invoices and/or signed timesheets, You agree that professionalassociates.com will conduct invoicing services for You and that professionalassociates.com will invoice the Client. You agree that You will not divulge Your invoiced rate of payment to the Client or any third party. Client terms state that payment from the Client is due to professionalassociates.com within 30 days of receipt of the invoice. Professionalassociates.com will then forward Your payment to You minus professionalassociates.com service fees (these are not charged to or payable by You but by the Client). Late submission of invoices and/or timesheets by You may result in delayed payment of amounts due to You from professionalassociates.com.
9.4 During any Assignment, timesheets should be completed by You on a weekly basis and signed by the relevant Client but completed timesheets only need to be submitted monthly along with Your monthly invoice to professionalassociates.com. Professionalassociates.com will only pay invoices on the agreed date on receipt of Your correctly completed and signed timesheets and invoices within the timescales set. You also agree to notify professionalassociates.com of any periods of time in the relevant month during which You have not worked.
9.5 You agree to pay any travelling, hotel and/or other expenses if You are working on an Assignment within a 50 mile radius of Your home. Outside of this 50 mile radius, all reasonable out-of-pocket expenses should be paid to You by the relevant Client. Exact details will need to be agreed directly between the Client and You as part of the Assignment Terms and will not affect or have any impact on Your fees, billing and invoicing to professionalassociates.com. Clients and Associates are responsible for agreeing and conforming to expense policies for the duration of all undertaken Assignments. You should invoice Clients directly for expenses.
10. Termination
10.1 Notice by You to terminate these Terms and Conditions needs to be given by You by e-mail or in writing to Your Relationship Manager. Notice by You to terminate an Assignment needs to be given by You in writing. Under normal circumstances, the required period of notice will be at least 30 calendar days. In exceptional circumstances, Relationship Managers will preside over terminating Assignments on behalf of Associates or Clients on shorter notice. In such cases, the Relationship Manager’s decision shall be final and binding on both parties.
10.2 Professionalassociates.com reserves the right, at its sole discretion and for any reason, to (a) discontinue any Auction or Bid and/or to exclude You from using the Services where You are in breach of any of these Terms and Conditions; and/or (b) to suspend or discontinue the Services at any time, subject to payment of appropriate refunds, where applicable.
11. Intellectual Property Rights
11.1 Professionalassociates.com grants You a limited Licence to access and use the Website solely for the purposes of using the Services. All contents of the Website are the property and copyright of professionalassociates.com including, but not limited to, the text, graphics and links and are owned legally and beneficially by professionalassociates.com (or its third party licensors). Nothing from the Website may be copied, downloaded, distributed or published in any way without its prior written consent, except that You may print, copy, download or temporarily store extracts for Your personal information or when You use the Services. No information provided through the Website may be disclosed, reproduced, copied or sold for any commercial purpose other than for using or obtaining the Services via the Website.
11.3 The "professionalassociates.com" logo may be used by You royalty free, with our prior written consent, for purposes related to the Website and the Services provided that such usage does not alter the logo or bring the logo into disrepute or is otherwise (as determined in our sole discretion) not detrimental to professionalassociates.com or the Website and/or the Services.
12. LIABILITY
12.1 ALL TRANSACTIONS ARE CONDUCTED AT THE RISK OF CLIENTS AND ASSOCIATES AND PROFESSIONALASSOCIATES.COM, AND YOU AGREE THAT IT IS REASONABLE THAT PROFESSIONALASSOCIATES.COM IS NOT RESPONSIBLE OR LIABLE FOR THE QUALITY OR FITNESS FOR PURPOSE OF ANY ASSOCIATE’S CONSULTING SERVICES FOR ANY CLIENT’S REQUIREMENTS, OR ANY REPRESENTATIONS MADE CONCERNING ANY ASSOCIATE’S CONSULTING SERVICES. PROFESSIONALASSOCIATES.COM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY DESCRIPTION, WHETHER DIRECT OR INDIRECT, SUFFERED BY ANY PARTY AND ARISING OUT OF OR IN CONNECTION WITH ANY LISTING OR TRANSACTION UNDERTAKEN THROUGH THE WEBSITE. WHERE A MORE COMPLEX TRANSACTION IS CONTEMPLATED, OR WHERE A PARTY HAS ANY DOUBTS AT ALL CONCERNING A TRANSACTION, INDEPENDENT LEGAL ADVICE SHOULD BE SOUGHT AS SOON AS POSSIBLE. IN NO EVENT SHALL PROFESSIONALASSOCIATES.COM OR ANY MEMBER OF THE GROUP (OR ANY OF THEIR OFFICERS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY LOSS OF OR DAMAGE TO I) PROFIT, OR II) REVENUE, OR III) BUSINESS, OR IV) REPUTATION, OR V) SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING DUE TO NEGLIGENCE) RESULTING FROM OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE USE OF THE WEBSITE AND/OR ANY OF THE SERVICES.
12.2 THE WEBSITE AND THE SERVICES ARE OFFERED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, EXCEPT IN SO FAR AS THE EXCLUSION OF SUCH IMPLIED TERMS IS NOT PERMITTED BY LAW. PROFESSIONALASSOCIATES.COM SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.3 WHILST PROFESSIONALASSOCIATES.COM TAKES REASONABLE STEPS TO ENSURE THAT THE WEBSITE AND THE RELATED SOFTWARE SYSTEMS ARE ACCURATE, RELIABLE, SECURE AND (SO FAR AS ANY ELECTRONIC MEDIUM IS CONCERNED) FREE FROM ANY VIRUSES AND OTHER DESTRUCTIVE PROGRAMS, PROFESSIONALASSOCIATES.COM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS RESULTING FROM ANY ERROR, OMISSION OR INACCURACY IN OR ON ANY PART OF THE WEBSITE OR ANY RELATED SOFTWARE SYSTEM OR ANY COMPUTER VIRUS CONTAMINATION EMANATING FROM THIS WEBSITE OR ANY SUCH SOFTWARE SYSTEM, WHETHER CAUSED BY ITS OWN NEGLIGENCE OR OTHERWISE. IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS WHEN USING THE WEBSITE AND TO FIRST SCAN FOR SUCH VIRUSES AND DESTRUCTIVE PROGRAMS AND YOU ARE ADVISED TO DO SO.
12.4 ANY HYPERLINKS TO ANY THIRD PARTY WEBSITES PROVIDED VIA THE WEBSITE EXIST FOR INFORMATION PURPOSES AND YOUR CONVENIENCE ONLY AND PROFESSIONALASSOCIATES.COM DOES NOT ENDORSE THE CONTENT OF ANY SUCH THIRD PARTY WEBSITES AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED OR INCURRED BY ANY PARTY ARISING DIRECTLY OR INDIRECTLY FROM THE CONTENT OR USE OF ANY SUCH THIRD PARTY WEBSITES.
12.5 YOU HEREBY AGREE TO FULLY INDEMNIFY, DEFEND AND HOLD PROFESSIONALASSOCIATES.COM (AND EACH MEMBER OF THE GROUP) HARMLESS IMMEDIATELY UPON DEMAND FROM AND AGAINST ALL ACTIONS, LIABILITY, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING LEGAL AND OTHER ADVISOR’S FEES) SUFFERED OR INCURRED BY THEM OR SUSTAINED AGAINST THEM DIRECTLY OR INDIRECTLY AS A RESULT OF ANY OF YOUR NEGLIGENCE OR BREACH BY YOU OF ANY OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY CLAIM BY A CLIENT THAT YOU HAVE NOT HONOURED YOUR COMMITMENTS OR OBLIGATIONS IN RESPECT OF ANY ASSIGNMENT OR TRANSACTION.
12.6 IT IS THE RESPONSIBILITY OF EACH ASSOCIATE TO ENSURE THAT THEY HOLD THEIR OWN PROFESSIONAL INDEMNITY INSURANCE POLICY AS REQUIRED FOR THEIR OWN NEEDS. SOME CLIENTS WILL REQUIRE THIS, OTHERS MAY NOT. PROFESSIONALASSOCIATES.COM DOES NOT PROVIDE ANY SUCH COVER.
12.7 YOU AGREE THAT THE TOTAL LIABILITY OF PROFESSIONALASSOCIATES.COM TO YOU FOR ALL YOUR LOSSES, CLAIMS, DAMAGES AND EXPENSES SHALL NOT EXCEED £1,000 FOR EACH YEAR OF THIS AGREEMENT.
12.8 NOTHING HEREIN SHALL AFFECT YOUR OR PROFESSIONALASSOCIATES.COM LIABILITY FOR i) DEATH OR INJURY ARISING FROM THEIR NEGLIGENCE, OR ii) THEIR FRAUD.
12.9 YOU AND PROFESSIONALASSOCIATES.COM AGREE THAT IN ALL THE SURROUNDING CIRCUMSTANCES THIS CLAUSE 12 IS FAIR AND REASONABLE; AND THAT EACH PART OF THIS CLAUSE SHALL STAND INDEPENDENTLY. IF YOU DO NOT AGREE PLEASE CONTACT YOUR RELATIONSHIP MANAGER TO FACILITATE YOUR TERMINATION AS A MEMBER.
13. General
13.1 In the event of any dispute arising in relation to these Terms and Conditions, You agree to adhere to the following dispute resolution procedure: (a) You will notify us of the nature of the dispute as soon as possible, at the head office address set out in clause 1 above. (b) If any dispute is not resolved within 30 calendar days from the date on which a notice setting out in the nature of the dispute is received by us, either You or we may request a meeting within 14 calendar days with the relevant parties who have the power to resolve the dispute. (c) If any dispute is not resolved within 14 calendar days following the meeting referred to in sub-clause (b) above, either party may then take such steps as it feels are necessary to resolve the dispute.
13.2 If You are an Associate resident in the United Kingdom who is a work seeker which is a company, then for the purpose of Your providing consulting services under these Terms and Conditions, You agree to opt out of the Conduct of Employment Agencies and Employment Business Regulations 2003, which shall not apply.
13.3 Professionalassociates.com hereby reserves the right to transfer, assign or sub-contract all or any of its rights, obligations and responsibilities set out in these Terms and Conditions to any other party.
13.4 No delay or failure by professionalassociates.com to exercise any powers, rights or remedies under these Terms and Conditions will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
13.5 If any provision of these Terms and Conditions is 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 any other provision of these Terms and Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
13.6 All notices to be given between both parties (You and professionalassociates.com) should be given via email or registered post. Notices that professionalassociates.com sends to You will be addressed to the email address which You provided during the registration process or which we currently have on file in Your account with us. In these instances, unless the party sending the email is notified that the recipient’s email address in not valid, such notices will be considered to have been served 24 hours from the time the relevant email is sent. Notices regarding or effecting changes to these Terms and Conditions may be given by us by posting such changes to this Website, and will be considered given and effective 7 calendar days from the time of such posting.
13.7 If either of us is prevented or delayed in the performance of any of its obligations under these Terms and Conditions by any event or circumstance beyond our reasonable control, on service of notice in writing on the other specifying the nature and extent of the relevant event or circumstance, then that party shall have no liability to the other in respect of the performance of such obligations as are prevented or delayed by the event or circumstance in question during the continuation of such event or circumstance and for such reasonable time thereafter as is necessary for the affected party to recommence our affected operations and to perform the relevant obligations.
13.8 These Terms and Conditions constitute the entire agreement between You and professionalassociates.com relating to the subject matter hereof and supersede any previous agreement between us in respect thereof. You acknowledge and agree that, in entering into these Terms and Conditions, You are not relying on any undertaking, promise, assurance, statement, representation or warranty (whether in writing or not) of any person relating to the subject matter of these Terms and Conditions other than as expressly set out herein and that You shall have no right of action in respect of any such undertaking, promise, assurance, statement, representation or warranty.
13.9 Any other variation to these Terms and Conditions must be confirmed in writing by professionalassociates.com and shall be ineffective unless and until so confirmed.
13.10 Not withstanding the dispute resolution procedure described in clause 13.1: a) If You are resident in the United Kingdom these Terms and Conditions will be construed in accordance with, and governed by, the laws of England and each party agrees to submit to the exclusive jurisdiction of the courts of England in connection with any dispute arising in relation to these Terms and Conditions. b) If You are resident outside the United Kingdom, You agree that all disputes and claims arising under this agreement or in relation to the services or a Transaction shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules and that the place of arbitration shall be in London; and that You agree and consider it fair and reasonable that this agreement shall be construed in accordance with, and governed by, the laws of England.