Terms of Service - Clients
- OVERVIEW AND DEFINITIONS
Ageras is designed to enable buyers of professional services like you to submit to us details of matters in respect of which they require accounting, bookkeeper or legal advice and/or assistance (“Requests for Quotes”) and receive responses from Accountants and Bookkeepers \ (“Providers”) with an indication of the fees chargeable by them for their provision of that advice and/or assistance and any conditions applicable to those fees (“Quotes”). The Website contains features that enable you to do, among other things, the following: Post projects, make Requests for Quotes, accept Quotes, communicate with Providers, manage Projects and leave feedback for Providers.
We also provide you with certain services described in, and subject to, these Terms of Service (as further defined below, the “Services”). We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Website.
Ageras is not an accounting firm or bookkeeping firm, and we do not provide any accounting, bookkeeping, tax services or legal advice. Any such services are provided solely by our Providers and they bear full responsibility for such services.
You should in all cases make your own enquiries as to the suitability of any Provider for your particular Project. You should not accept a Quote from any Provider without having conducted such checks to your full satisfaction. While our hope is that you will be happy with every Provider you find through Ageras, you should not engage any Provider if you have any doubts or concerns about them.
We may include in Ageras information sourced from Providers, including general news and information and profiles of individual Providers. We do not write or control that information, and have no responsibility to you or any person for it. Any information on Ageras is for general guidance only and is not accounting, bookkeeping, tax or legal advice. You should take all due care in relying on such information, as this is done at your own risk.
Capitalized terms used in these Terms of Service have the following meanings:
“Account” means the account created by the Website upon registration.
“Services” means, collectively, accepting Requests for Quotes and providing a platform for communication and delivery between you and Providers.
“Website” means the world wide web site operated by Ageras at https://www.ageras.co.uk or any replacement URL.
A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a registered user of our Website (a “Registered User”), you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Ageras reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
B. Registration. You must be a Registered User to use the Service. You are registered upon submission of a Request for Quote
C. Accounts and Profiles.
General. Once you have registered with the Website as a Registered User and requested a Quote, the Website will create your Account with Ageras. You may create a profile under your Account.
Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Ageras to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
D. Costs. There is no cost for Client to use our Website or become a Registered User. If our brokerage between you and a Provider leads to Project Agreements, Ageras will receive a pre-agreed commission from the Provider.
A. Client and Provider.
- Quotes. You may submit a Request for Quote through the Website. We may contact you in order to obtain clarifications regarding the Request for Quote, and such Request for Quote shall be sent to such Providers as shall be determined by Ageras to be appropriate for the relevant project. Each of the Providers shall have the opportunity to submit a Quote; provided that you shall only receive such number of quotes as determined by Ageras from time to time as presented by the Providers to Ageras. You shall also have the opportunity to request to meet with potential Providers prior to accepting a Quote; the format of the meeting shall be determined by Ageras (and may include audio or videoconference).
- Acceptance of Quote and Project Agreement. The engagement, contracting and management of a project are between you and each Provider. Upon acceptance of a Quote, you agree to purchase, and the Provider shall deliver the services and related deliverables in accordance with the following agreements: (a) any agreement between you and the Provider including the Request for Quote and the Quote and other terms and conditions as communicated between you and the Provider on the Website or otherwise, (b) these Terms of Service, and (c) any engagement agreement between you and the Provider (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. You are responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. The Provider is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. You covenant and agree to act with good faith and fair dealing in performance of the Project Agreement.
- Independence. You acknowledge and agree that your relationship with the Provider is that of an independent contractor. The Provider shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Client-employee relationship between you and the Provider or between Ageras and you or any Provider.
B. Registered Users and Ageras
- General. Although Ageras provides a platform for communication and sharing of documents between you and Providers, Ageras is not a party to the dealing, contracting and fulfillment of any Project between you and a Provider. Ageras has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Providers to perform services, , or that a Provider can or will actually complete a Project. Ageras is not responsible for and will not control the manner in which a Provider operates and is not involved in the hiring, firing, discipline or working conditions of the Provider. All rights and obligations for the purchase and sale of services or other deliverables are solely between you and each Provider. Other than the Platform, Ageras will not provide any Provider with any materials or tools to complete any Project. Each of You and the Providers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
Ageras shall initially grant you access to the Website for the purpose of intermediary services and establishing a Project Agreement between you and a Provider. From the time a Project Agreement is concluded between You and a Provider or either you or the Provider already carries out any assignment, and you share information through the Website within the framework of the concluded Project Agreement, this is no longer the case. From that time Ageras will provide access to the Website exclusively by the Provider’s assignment, in order to support the Provider’s performance of the Project Agreement. With respect to all data (including personal data) processed from the Website, both by You and the Provider, Ageras shall be regarded as a (sub)processor of Provider in the sense of the Personal Data Protection Act (“Wet bescherming Persoonsgegevens’).
If, after entering into a Project Agreement with a Provider, you decide to share information with the Provider via the Website (including personal information), the sharing of this information will be based on the Project Agreement between you and the Provider and not on basis of any agreement between you and Ageras. In this case, the Provider is responsible for the data in accordance with applicable privacy laws and regulations and therefore Ageras is a processor of this data of the Provider. Notwithstanding the foregoing, the provisions of these Terms of Service will also apply to the use of the Website for the phase after entering into the Project Agreement.
- Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Ageras, except and solely to the extent expressly stated.
- Taxes. Registered Users are responsible for payment and reporting of any taxes. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. To the extent applicable, Value Added Tax (VAT) shall be payable by Clients with respect to payments to Providers.
- Additional Projects. You acknowledges and agrees that Ageras may make its platform and the Website available for any future Projects entered into independently between you and the Provider (“New Projects”).
- TERM; TERMINATION AND SUSPENSION
A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Ageras as provided for under the terms of this section.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and Ageras shall continue to perform those services necessary to complete any open transaction between you and another Registered User. You can therefore terminate these Terms of Service immediately at any time. You may send your notice by mail to the address of Ageras given in Clause 8 (H) or by email to email@example.com.C. Any termination of an Account will automatically lead to the termination of all related profiles.
D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Ageras or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
F. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. You are at all times responsible for your backup of this information, messages, files and other materials and proposals. Ageras is entitled to remove / destroy this data after termination of your Account. Ageras will inform you two weeks in advance that it will proceed to remove / destroy the data.
- PRIVACY AND CONFIDENTIALITY.
B. The upload of sensitive personal data to the Website (within the meaning of article 16 of the Dutch Personal Data Protection Act) is expressly prohibited. Sensitive personal data are data concerning religion or belief, race, political preference, health, sexual orientation, membership of a trade union, criminal records. This also includes copies of a passport or other identification documents. Uploading also refers to listing particular personal information on any communication channel of the Website.
- INTELLECTUAL PROPERTY.
A. Ageras Content. Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Ageras IP Policy. It is your responsibility to review the Ageras IP Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.
B. Registered User Content.
- You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, “Multimedia Content”) and (b) any posting or listing made in any public message area, through any email feature or through Ageras’s feedback feature (collectively, “Non-Multimedia Content”) and (c) any other content of a personal nature including but not limited to your biography, work history and work product produced for another Registered User including Companies (“Personal Content”). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
- You hereby assign to Ageras your rights in any Non-Multimedia Content. At Ageras’ first request, you will immediately and fully, free of charge and unconditionally cooperate in this transfer, in so far as law or regulations impose further conditions on the legal transfer of the Non-Multimedia Content for the fulfillment of which your cooperation is required. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Ageras products and services.
- Your information must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
- We do not endorse any information posted by Registered Users and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.
- REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
A. Representations and Warranties. You represent, warrant, and agree:
- not to grant access to an Account other than to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.
- to be fully responsible and liable for any action of any user who uses your Account.
- not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.
- not to allow any third party who is not authorized to do so to use your Account at any time.
- not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
- not to intercept or expropriate any system, data or personal information from the Website.
- not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to “spam” or other such unsolicited mass emailing techniques.
- that you have the right and authority to enter into the Terms of Service and to transact business hereunder.
- that you are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
- that they will not use the Website or its services to defraud or mislead any person or entity, including without limitation Ageras or any Register User.
- that they will not use the Website to violate any law or regulation of [NAME OF COUNTRY] or any international law or treaty.
B. Warranty Disclaimer. THE SERVICES PROVIDED BY US ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY.
C. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) EUR 100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SUCH LIMITATION OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT ANY FAILURE OR OTHERWISE HARMFUL EVENT WAS CAUSED BY INTENT OR GROSS NEGLIGENCE ON THE PART OF AGERAS.
D. General Release. If you have a dispute with another Registered User, you release Ageras (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute, unless caused by intent or gross negligence on the part of Ageras.
F. Indemnity. You agree to defend, hold harmless and indemnify Ageras from and against any and all losses, costs, expenses, damages or other liabilities incurred by Ageras from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Ageras: (1) in connection with your use of the Services \; or (2) resulting from: (a) your use of the Website, (b) your decision to request Quotes and accept Quotes from Providers; (c) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (d) your breach of any provision of these Terms of Service; (e) any liability arising from the tax treatment of payments or any portion thereof; (f) any negligent or intentional wrongdoing by any Registered User; (g) any act or omission of yours with respect to the payment of fees to any Provider; (h) your dispute of or failure to pay any Invoice or any other Payment; or (i) your obligations to a Provider. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
G. Links. The Website may contain links to third-party web sites not under the control or operation of Ageras. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
H. Data. You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Ageras’s part to store, backup, retain, or grant access to any information or data for any period.
- MISCELLANEOUS TERMS AND CONDITIONS
A. Compliance with Law. You are responsible for compliance with applicable laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
B. Modification and Waiver. Ageras will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Ageras. No delay or omission by Ageras in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
C. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
D. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Ageras.. Ageras may assign these Terms of Service in its sole discretion.
F. Force Majeure. Neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
G. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.
If to Ageras:
To Ageras address as defined in this article under (H). If to Registered User:
To the address associated with Registered User’s access or login information.
H (Contact)Information Ageras A/S:
Legal form: Limited Company
Trade register: 33966369
Address: Vesterbrogade 1E, 1620 Copenhagen V, Denmark
Telephone: +44 20 3868 3459
VAT no. : DK33966369
I. Headings and Labels. The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
J. Integration. These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Ageras with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.
K. Survival. Sections 4, , 5, 6, 7 and 8 will survive any termination of these Terms of Service for any reason.
L. Complaints. If you have a complaint about Ageras' service, you may report this by email to nl.ageras.com or by mail to the above-mentioned address. We will try to respond to your complaints within 14 days from the date of receipt. In the event that we require a longer period, we will inform you as to when you can expect a more comprehensive reply. We will try to resolve the complaint in consultation with you.
M. Applicable law and competent court. This agreement is governed by Danish law. All disputes arising out of or in connection with this contract shall be submitted exclusively to the competent court in Copenhagen.
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