Terms and Conditions

PROVIDER’S TERMS OF USE

1. TERMS

1.2 All use of the Site shall be on these Terms to the exclusion of all other terms and conditions of business, including any that the Provider may send to iKnow, and all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.

1.3 iKnow reserves the right to update these Terms from time to time at its discretion. If iKnow does so, the updated version of the Terms will be effective as soon as it is accessible on the Site.

2. DEFINITIONS

2.1 In these Terms, the following words have the following meanings:

Client: an individual, company or other organisation seeking to engage a Provider on the Site;

Client Content:all content uploaded to the Site by the Client;

Content:all content on the Site;

Fee:the fee received from the Client for the Provider’s services for the Project;

IP Rights: means any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;

Provider, you:the Provider using the Site;

Provider Content:all content uploaded to the Site by the Provider, including within the Provider’s profile and the Provider’s communications on the Site;

Services: the services provided by the Provider and marketed and sold to a Client through the Site;

Site: the site located at iknow.org.uk; and

Working Days: means any day other than a Saturday, Sunday or public holiday in England.

2.2 Words in the singular include the plural and, in the plural, include the singular.

2.3 Headings shall not affect the interpretation of these Terms.

2.4 References to Conditions are, unless otherwise provided, references to the conditions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.

3. REGISTRATION

3.1 If you wish to apply to register as a Provider on the Site, you must (a) be at least 18 years old and have the authority to bind any organisation that you purport to represent to these Terms; (b) have appropriate experience and certification in respect of Services; and (c) have in place and maintain all consents, permissions and insurances in respect of the Services.

3.2 At our request, you shall provide evidence of your compliance with Condition 3.1. You shall immediately notify us if at any time you cease to comply with the provisions in Condition 3.1, and you agree that we shall be entitled immediately to remove you from the Site in such circumstances.

3.3 You can register as a Provider on the Site through your Facebook or LinkedIn account, or any other account we may permit from time to time and accordingly, if you do so, you understand that we will access information from your profile on that account.

3.4 If you register directly on the Site you will create a username and password. You are responsible for keeping your username and password confidential and you are responsible for any activity under your iKnow account. Please take precautions to protect your password and contact us immediately by email at support@iknow.org.uk if you believe there has been any unauthorised use of your iKnow account. You warrant that all information you provide on sign up is accurate and complete and you shall promptly make any changes to your iKnow account as necessary to reflect any changes in such information. We shall process all personal data that you provide to us in accordance with our Privacy & Cookie Policy.

4. USE OF SITE

4.1 iKnow grants to you a personal non-exclusive, non-transferable right to use the Site and Content solely in accordance with these Terms. You shall have no right to sub-license your use of and/or access to the Site.

4.2 You are responsible for configuring your own systems appropriately to access and use the Site. You must not use the Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site or interferes with any third parties use of the Site. You shall comply with all reasonable instructions of iKnow in relation to the use of the Site.

4.3 The Site must not be used for any illegal or unauthorised purpose. In particular, but without limitation, you agree not to (a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site; (b) harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information; (c) add a Client or other Provider to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructivepurposes; and/or (d) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion.

4.4 iKnow will use reasonable endeavoursto make the Site available at all times. However, there may be occasions when access to the Site may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

4.5 iKnow shall use all reasonable endeavoursto keep the Site secure but you acknowledge that the Site may be subject to breaches of security and that iKnow shall have no liability for any lost data including Provider Content or unavailability as a result of any attack or assault on its security or any attempt to disrupt the Site.

5. CONTACT WITH CLIENTS

5.1 You agree that a Client can search our database of Providers and view all Provider Content at any time, including your name. A Client may contact you through the Site, and you agree to respond promptly to any such contact. If a Client wishes, to do so, and following such contact or otherwise, a Client may purchase your Services through the Site in accordance with Condition 7.

5.2 You shall treat all personal data relating to a Client as confidential and keep all such data secure, and not share such data with any third party, or use such data for any purpose except to provide the Services. You shall take appropriate security measures (including physical, electronic and procedural measures) to help safeguard such personal data from unauthorized access, loss and disclosure and shall otherwise comply with all applicable laws and regulations relating to data protection. You shall ensure that individuals processing personal data of a Client are subject to a duty of confidence in relation to such personal data. You shall assist iKnow in providing subject access and allowing data subjects to exercise their rights under applicable laws and assist iKnow in meeting its legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. At the request of iKnow, you shall submit to audits and inspections by iKnow to ensure that it is complying with its obligations under this Condition 5.2 and shall notify iKnow if you are requested to take any action in breach of any applicable data protection legislation.

6. PROVIDER CONTENT AND OBLIGATIONS

6.1 You are encouraged to create a profile on the Site and to keep your profile current, up-to-date and user friendly. You agree that all Provider Content shall relate to Services that you provide and shall not (a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations; (b) infringe the copyright, database rights, trade mark rights or other intellectual property rights of any third party; (c) be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence; (d) be deliberately or knowingly false, inaccurate or misleading; (e) include any content which promotes fraudulent, obscene, pornographic, inappropriate or illegal activities; promotes violence or hatred; is or discriminatory of any group of people; is sexually explicit; or is obscene, offensive, hateful or inflammatory; (f) contain any virus; and/or (g) give rise to any cause of action against iKnow.

6.2 You must upload to your profile or otherwise provide to a Client a copy of your terms and conditions of service for a Client to review before the Client agrees to purchase your Services. You warrant that your terms and conditions comply with all provisions of applicable laws, including consumer law and data protection laws.

6.3 You grant to iKnow a non-exclusive, royalty free, transferable license to (a) reproduce the Provider Content on the Site; and (b) allow the Client to access and rely on the Provider Content in order to determine the suitability of a Provider and the Services.

6.4 We do not monitor or review any Provider Content. However, we may remove any Provider Content at any time and without notice if we reasonably believe that such content infringes any of the provisions of these Terms.

6.5 You shall (a) provide the Services with reasonable skill and care; and all applicable laws, regulations and codes of conduct; (b) maintain in force reasonable insurance coverage with reputable insurance companies to cover your potential liabilities and provide a copy of those policies to iKnow upon request.

6.6 You acknowledge and agree that a Client may post a review of you and your Services to the Site. iKnow makes no warranty or representation in relation to any Client, and iKnow has no liability to you for any act or omission of a Client. iKnow is not party to any contract between a Client and a Provider.

6.7 You shall indemnify and keep indemnified iKnow from and against all costs, claims, losses, damages, expenses and liabilities incurred by iKnow as a result of a claim from a Client because of any act or omission of the Provider including as a result of the Provider’s negligence, breach of contract and/or statutory duty.

7. FEES, PAYMENT

7.1 All payments through the Site are made through our payment provider PayPal, and accordingly you agree to comply with the PayPal terms and conditions of use.

7.2 You agree that you are self-employed, and you are not an employee of iKnow. You responsible for making appropriate PAYE deductions for tax and national insurance contribution.

7.3 You shall indemnify iKnow (on a full indemnity basis) in respect of any claims or demands which may be made by the relevant authorities against iKnow in respect of income tax and national insurance contributions (or their local equivalent) relating to you, including any interest or penalties and any costs or expenses we incur in relation to the claim, together with any sales tax payments due from you to the relevant local authorities.

8. IP RIGHTS

8.1 You acknowledge that no IP Rights in the Site and/or the Content, including the Client Content, are assigned to you under these Terms.

9. WARRANTIES

9.1 You warrant and represent that (a) you have the right, power and authority to enter into these Terms; and (b) you shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010.

9.2 iKnow warrants that it shall provide the Site using reasonable skill and care.

9.3 The Provider is solely responsible for ensuring that the Site is appropriate and suitable for its needs. The Provider agrees that (a) the Content does not constitute any form of advice or recommendation by iKnow; (b) iKnow does not warrant that the Provider will receive any engagements from a Client; and (c) iKnow does not warrant that the Content is accurate or complete or that any particular result or change in business operations will be achieved, achievable or achieved by the Provider in relation to the Site.

9.4 Except as set out in these Terms, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by iKnow in relation to the Site and/or the Content, and the Provider agrees that it has not relied upon any other representations, warranties or conditions to enter into these Terms.

10. LIABILITY – THE PROVIDER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

10.1 iKnow excludes any and all liability to the Provider, whether for breach of contract, tort (including negligence) or otherwise for (a) loss of profit, sales or business; (b) loss or corruption of data or information; (c) business interruption; (d) loss of business opportunity or anticipated saving; and/or (e) any indirect or consequential or incidental loss incurred by the Provider even if iKnow has been advised of the possibility of such losses. The Provider agrees that the provisions of this Condition 10.1 are severable.

10.2 In any event, iKnow’s entire liability to the Provider under these Terms, including any breach of warranty, condition, or for any representation, statement, act or omission of iKnow shall be limited to damages not to exceed £50 and subject always to proof of loss.

10.3 Nothing in these Terms shall operate to limit or exclude iKnow’s liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.

10.4 The Provider acknowledges that the Site may link to third party sites. Any link from the Site does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their content or operators. To the maximum extent permitted by English law, iKnow excludes all responsibility or liability for those sites.

11. PUBLICITY

11.1 iKnow may refer to the Provider and the Services, including by using and reproducing the Provider Content, in any of its marketing, promotional or other literature.

12. TERMINATION

12.1 Without prejudice to any other rights or remedies which may be available, either party shall be entitled to give notice in writing to the other terminating an iKnow account on 10 Working Days’ written notice to the other, or with immediate effect if (a) the other party commits any breach and if such breach is capable of remedy fails to remedy that breach within 15 Working Days of being notified of the breach; and/or (b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

12.2 On termination of an account (a) the Provider Content will be deleted; (b) the provisions of Condition 7 in respect of the payment of sums due shall remain in force; and (c) the Provider shall cease to access and/or use the Content and the Site.

12.3 Termination of an iKnow account shall not affect the accrued rights of each party. Notwithstanding termination, the following Conditions shall remain in force: Conditions 7 (Fees, Payment) 8 (IP Rights), 9 (Warranties), 10 (Liability), 11 (Publicity), 12.2, 12.3 (Termination), 13 (General) and 14 (Governing Law & Jurisdiction).

13. GENERAL

13.1 Nothing in these Terms shall confer or purport to confer on any third party, including a Client any benefit or the right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.

13.2 The failure or delay of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

13.3 If any provision of these Terms is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties

13.4 Nothing in these Terms shall create or imply a partnership or joint venture or agency relationship between iKnow and the Provider.

13.5 Any notice given under these Terms shall be in writing and shall be served by delivering the notice personally or by email to the latest address notified. Any such notice shall be deemed to have been received at the time of delivery.

14. GOVERNING LAW AND JURISTICTION

14.1 These Terms shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

iKNOW TERMS AND CONDITIONS

CLIENT’S TERMS OF USE

1. TERMS

1.1 These Terms apply to the access and use of the Site owned and operated by iKnow International Limited, company registration number 010144296, registered office 92 Gipsy Lane, Swindon, Wiltshire, United Kingdom SN2 8DH (iKnow). No other terms apply, including all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.

1.2 iKnow reserves the right to update these Terms from time to time at its discretion. If iKnow does so, the updated version of the Terms will be effective as soon as it is accessible on the Site.

2. DEFINITIONS

2.1 In these Terms, the following words have the following meanings:

Client, you: an individual, company or other organisation seeking to engage a Provider on the Site;

Client Content: all content uploaded to the Site by you, including communications with a Provider and reviews for a Provider;

Content: all content on the Site;

Fee: the fee paid by the Client for the Provider’s Services;

Provider: the Provider using the Site;

Provider Content: all content uploaded to the Site by the Provider, including within the Provider’s profile and the Provider’s communications on the Site;

Services: the services provided by the Provider and marketed and sold to a Client through the Site;

Site: the site located at www.iknow.org.uk; and

Working Days: means any day other than a Saturday, Sunday or public holiday in England.

2.2 Words in the singular include the plural and, in the plural, include the singular.

2.3 Headings shall not affect the interpretation of these Terms.

2.4 References to Conditions are, unless otherwise provided, references to the conditions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.

3. REGISTRATION

3.1 If you wish to register as a Client on the Site, you must (a) be at least 18 years old; and (b) be legally capable of entering into a contract. At our request, you shall provide evidence of your compliance with this Condition 3.1.

3.2 You can register as a Client on the Site through your Facebook or LinkedIn account, or any other account we may permit from time to time and accordingly, if you do so, you understand that we will access information from your profile on that account.

3.3 If you register directly on the Site you will create a username and password. You are responsible for keeping your username and password confidential and you are responsible for any activity under your iKnow account. Please take precautions to protect your password and contact us immediately by email at at support@iknow.org.uk if you believe there has been any unauthorised use of your iKnow account. You warrant that all information you provide on sign up is accurate and complete and you shall promptly make any changes to your iKnow account as necessary to reflect any changes in such information. We shall process all personal data that you provide to us in accordance with our Privacy & Cookie Policy.

3.4 No fees are due from you in relation to the registration on the Site.

4. USE OF SITE

4.1 iKnow grants to you a personal, non-exclusive, non-transferable right to use the Site and Content in accordance with these Terms. You shall have no right to sub-license your use of and/or access to the Site.

4.3 The Site must not be used for any illegal or unauthorised purpose. In particular, but without limitation, you agree not to (a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site; (b) harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information; (c) use the email address or contact details of a Provider for antisocial, disruptive, or destructive purposes; and/or (d) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion.

4.4 iKnow will use reasonable endeavours to make the Site available at all times. However, there may be occasions when access to the Site may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

4.5 iKnow shall use all reasonable endeavours to keep the Site secure but you acknowledge that the Site may be subject to breaches of security and that iKnow shall have no liability for any lost data or unavailability as a result of any attack or assault on its security or any attempt to disrupt the Site.

5. CONTACT WITH PROVIDERS

5.1 You can search our database of Providers and view all Provider Content at any time.

5.2 You shall not use or copy the Provider Content for any purpose other than to consider whether or not the Provider is suitable to carry out the Services and whether the Services are suitable for you.

5.3 You agree that the Client Content shall not (a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations; (b) infringe the copyright, database rights, trade mark rights or other intellectual property rights of any third party; (c) be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence; (d) be deliberately or knowingly false, inaccurate or misleading; (e) include any content which promotes fraudulent, obscene, pornographic, inappropriate or illegal activities; promotes violence or hatred; is or discriminatory of any group of people; is sexually explicit; or is obscene, offensive, hateful or inflammatory; (f) contain any virus; and/or (g) give rise to any cause of action against iKnow.

5.4 You grant to iKnow a non-exclusive, royalty free, transferable license to reproduce the Client Content in the Site.

5.5 We do not monitor or review any Client Content. However, we may remove any Client Content at any time and without notice if we reasonably believe that such content infringes any of the provisions of these Terms.

6. PROVIDERS AND PROVIDER CONTENT

6.1 Providers upload Provider Content to the Site. iKnowdoes not screen or monitor such Provider Content and is not liable for such Provider Content whether it is incomplete, inaccurate, out of date or otherwise unlawful. iKnowmakes no warranty or representation in relation to any Provider, and iKnow has no liability to you for any act or omission of Provider.

6.2 You agree that on engaging a Provider to provide services, you are entering into a contract with the Provider and not iKnow. You should carefully review the Provider’s terms and conditions for the provision of services. As a result, we are not responsible or liable to you in relation to the provision of the Provider’s services or otherwise in relation to any act or omissions of the Provider. If you have any complaint in respect of the Provider’s services, you must raise that complaint with the Provider.

6.3 We do not recommend or endorse any Provider, the suitability or need for the Project and/or the quality of the Provider’s Services.

7. FEES

7.1 You shall pay the Fee due for the Project to the Provider.

8. IP RIGHTS AND PUBLICITY

8.1 You acknowledge that no IP Rights in the Site and/or the Content are assigned to you under these Terms.

8.2 You hereby assign to iKnow all IP Rights that may exist in any feedback, reviews, comments, proposals or amendments that you provide to iKnow in respect of the Site and/or a Provider.

9. WARRANTIES

9.1 You are solely responsible for ensuring that the Site is appropriate and suitable for your needs. You agree that (a) the Content and Provider Content, including the identity of the Providers and information relating to the Providers and the Services, does not constitute any form of advice or recommendation by iKnow; and (b) the Content does not constitute any form of advice or recommendation by iKnow; and (c) iKnow does not warrant that the Content is accurate or complete or that any particular result will be achieved, achievable or achieved by you in relation to the Services.

9.2 Except as set out in these Terms, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by iKnow and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms.

10. LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

10.1 iKnow excludes any and all liability to you, whether for breach of contract, tort (including negligence) or otherwise for (a) loss of profit, sales or business; (b) loss or corruption of data or information; (c) business interruption; (d) loss of business opportunity or anticipated saving; and/or (e) any indirect or consequential or incidental loss incurred by the Client even if iKnow has been advised of the possibility of such losses. The Client agrees that the provisions of this Condition 10.1 are severable.

10.2 In any event, iKnow’s entire liability to you under these Terms, including any breach of warranty, condition, or for any representation, statement, act or omission of iKnow shall be limited to damages not to exceed £50 and subject always to proof of loss.

10.4 The Client acknowledges that the Site may link to third party websites. Any link from the Site does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or their content or operators. To the maximum extent permitted by English law, iKnow excludes all responsibility or liability for those websites.

11. TERMINATION

11.1 Without prejudice to any other rights or remedies which may be available, either party shall be entitled to give notice in writing to the other terminating an iKnow account on 10 Working Days’ written notice to the other, or with immediate effect if the other party commits any breach and if such breach is capable of remedy fails to remedy that breach within 15 Working Days of being notified of the breach. On termination of your iKnow account, we shall immediately have the right to delete the Client Content and you shall cease to access the Site.

11.2 Termination shall not affect the accrued rights of each party. Notwithstanding termination, the following Conditions shall remain in force: Conditions 8 (IP Rights), 9 (Warranties), 10 (Liability), 11.2 (Termination) and 12 (General).

12. GENERAL

12.1 Nothing in these Terms shall confer or purport to confer on any third party, including a Provider, any benefit or the right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.

12.2 The failure or delay of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

12.3 If any provision of these Terms is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties

12.4 Any notice given under these Terms shall be in writing and shall be served by delivering the notice personally or by email to the latest address notified. Any such notice shall be deemed to have been received at the time of delivery.

12.5 These Terms shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

Last updated: June 2019