Website Terms of Use

Introduction

These terms (Terms) form a legally binding contract between you and proSapient LIMITED (Company number 10704431) (proSapient). In these Terms, “us”, “we” and “our” refer to proSapient and references to “you”, “your”, “they” and “their” is to you, the user.

proSapient grants you a non-exclusive, limited and revocable licence to use and access our websites (www.prosapient.com) and/or related services (together, the Website) subject to these Terms.

If you have any questions, please contact our team via the Website or email (hello@prosapient.com).

By browsing and using the Website, you accept and agree to be bound by these Terms. You agree that we may change, update or otherwise amend the Website and these Terms at our absolute discretion. We shall give notice of any changes on the Website.

If you register to use the Website and/or engage with any Expert or Client on behalf of a company, you warrant and represent that you have the authority to bind that company.

Overview & Application

We provide the Website to allow registered businesses and organisations (Clients) to identify, contact and engage with registered industry experts (Experts) to provide consulting services (Projects). Separate Terms & Conditions apply to Experts and Clients respectively, and the performance of each Project is governed by a contract between the Expert and Client (Engagement(s)), which incorporates these Terms.

We do not accept any responsibility or legal liability whatsoever for any act or omission of the Expert or the Client arising from or in connection with any Project or Engagement. While we may assist with the resolution of any complaint or dispute relating to any Engagement(s), you acknowledge that any legal recourse arising from or in connection with the Engagement(s), whether for breach of contract or otherwise, is against the Expert or Client (as applicable) and not against us, notwithstanding anything to the contrary in these Terms or on the Website.

You must cooperate with us in adhering to these Terms and comply with all reasonable requirements, including requests for information and documents relating to the Engagement(s).

User content

You acknowledge that we and other users rely on the accuracy and completeness of content and information provided during the registration process and otherwise on the Website. You warrant and represent that all information provided to us is accurate, complete and not misleading and remains so.

We are not responsible for editing or monitoring such content or information. We provide no guarantee or warranty that such content or information is accurate, complete and not misleading. We reserve the right to require evidence to verify such information and to delete any such content and information in our absolute discretion.

Conditions of Use

It is a condition of use that:

a) You are over the age of 18;

b) You have the authority to offer or undertake any Engagement on behalf of your use our Website;

c) You have authority to use the payment method used to make payment for any Engagement;

d) You register on the Website to offer or undertake any Engagement;

e) You only use the Website for lawful purposes;

f) You do not engage in any defamatory, improper, indecent or offensive behaviour;

g) You are not breaking any local, state, national or international law in your relevant jurisdiction by accessing this Website;

h) You will treat the Website and its users with respect and will not partake in any conduct that could be considered abusive, bullying, harassment, degradation, insulting or otherwise contrary to social standards we adopt for the Website;

i) You must provide us with current, complete accurate information in the course of your using the Website and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to an Engagement;

j) You will only represent yourself and will not create false aliases or impersonate any other person (with or without their consent) while using the Website; and

k) You do not breach any of the Terms.

You agree not to undertake any of the following in connection with the Website or any associated user, host, infrastructure or network:

a) probe our website’s infrastructure, security or authentication measures;

b) intentionally distribute, transmit or relate harmful code or virus (including spyware or malware), attempt to crash, overload, hack, interfere with or make any non bona fide communication, including overloading, flooding or spamming;

c) send any unsolicited email or other communications, including commercial promotions, junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorised solicitation, hoaxing or phishing;

d) use any robots or spiders to mine data or sell or modify any of the content or reproduce, display, publicly perform, distribute, or otherwise use any content in any way for any public or commercial purpose.

You indemnify us for any loss or damage we suffer as a result of your breach of this clause.

Access & Availability

You may be required to register as a Client or Expert to access certain features or parts of the Website. We may accept, reject, suspend or remove access to the Website and registration of any user in our absolute discretion, for example where we are not satisfied with compliance with these Terms.

If you are provided with a username and password to access the Website, it is your responsibility to keep your username and password secure and you indemnify us for any loss or damage we suffer as a result of unauthorised access to your account. You are solely responsible for the use of your account, irrespective of who it utilising it, whether with or without your permission.

You agree to exercise reasonable care to maintain the security of your Logins and other account information (Account Information). You agree not to disclose your Account Information to anyone else and notify us promptly of any unauthorised use of your Account Information or any breach of security of which you become aware.

You acknowledge that we are not required to keep the Website available for your use and we make no guarantees, implied or express, as to the ongoing availability of the Website, any Projects or Engagement(s).

We accept no responsibility for the unavailability of this Website, or any offer of Engagement(s) found on the Website, 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 Website.

Intellectual Property

The Website and all related content is and remains the copyright and property of proSapient (including any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Customer or any Expert) and can be used for any purpose relating to the Website or our business. Without our express written permission, you shall not copy the Website for your own commercial purposes, including:

Replicate or use the details and profiles of any Expert;

Replicate all or part of the Website in anyway; or

Incorporate all or part of the Website in any other webpage, Website, platform, application or other digital or non-digital format.

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

Confidentiality

You must maintain in confidence and use only for the purposes of using the Website or completing any Engagement, all confidential information disclosed by us or other users. In particular, Experts must not disclose information that is identified by any Client as subject to confidentiality obligations. You must notify us immediately upon becoming aware of a suspected or actual breach of this obligation.

Where legally required to disclose confidential information that belongs to us or another user, you must inform that party of the requirement and liaise with that party prior to disclosing any confidential information (wherever practicable).

For the purposes of this clause, confidential information includes any documents or information created, received or obtained by the Expert from or on behalf of the Client, us or any other party in respect of any Engagement; all non-public information pertaining to any business must remain strictly confidential (including the identity of our Clients, the Statement of Work, the nature of and reasons for Client inquiries, and any content marked confidential)

Third party platform & Advertising

The Website may from time-to-time contain information and advertising from third parties (Third Parties). You consent to receiving this information as part of your use of the Website.

We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the 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.

Limitation of Liability & Disclaimer of Warranties

You agree that you use the Website at your own risk. We do not control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Website or verify the identity of our users. To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement.

You acknowledge that we are not responsible for the conduct or activities of any Client or Expert.

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

We do not guarantee that your use of our Website will be error-free, uninterrupted, safe from viruses or other harmful elements or that our Website is completely secure.

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 Website or any content, or in any way relating to any Engagement(s), 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

In all circumstances, you agree that our liability (if any) shall not exceed the lesser of the value of the Website Fees paid and £1,000 .

Indemnity

You agree to indemnify us from and against any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of the Website (and by each of your employees, officers, agents, contractors and representatives), including:

the Project and any Engagement (including any Scope of Work, Special Conditions and variations);

any information or documents provided by any user (including profile information and all related services, work product, deliverables or other materials);

any breach by you of these Terms;

any breach or alleged beach of third party intellectual property rights;

any wilful act or omission, fraud, dishonesty, fraudulent misrepresentation, negligence.

Privacy Policy

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

We may amend the Privacy Policy from time-to-time without notice and at our absolute discretion, and by continuing to use the Website you accept such changes.

Termination

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

Experts may terminate their use of the Website by the procedure specified on our Website, subject to completion of all Engagements in accordance with these Terms.

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

Notices

You can contact our customer service team by email(hello@prosapient.com)

We may collect feedback in connection with your use of the Website to improve functionality and performance of the Website. In accordance with our Privacy Policy, we shall only publish anonymous feedback publicly, unless you approve otherwise.

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

We will send you notices and other correspondence to the email address that you submit to the Website, or that you notify us of from time-to-time. It is your responsibility to update your contact details as they change.

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.

General

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

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.

These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and agreement to these Terms is formed and validly entered into electronically upon you successfully joining our Website as a Expert or Client.

The termination of these Terms will not affect the parties’ rights in respect of periods before the termination of these Terms.

These Terms are governed by the laws of England & Wales and you submit to the non-exclusive jurisdiction of the courts in England.