Terms and Conditions and Services agreement
The culture of our company is based primarily on just one principle: to be the best online service provider in the field of engineering. To further that aim and in the interests of our valued clients, it is our strict policy to ensure that all engineering professionals who wish to work with ECP24 are the best available. This means that the professionals must be able and willing to submit to our assessment procedures.
1. The ECP24 assessment process comprises firstly of a language- and communication video or telephone interview. You must be able to demonstrate an excellent command of the English language, both spoken and written. Also, a proficient understanding of technical English as would normally be required from an engineering professional.
2. You will demonstrate an extremely high skill level in your field. We are looking for a high standard of technical knowledge and problem-solving abilities.
3. You will provide to our assessor’s satisfaction proof of your professional achievements and copies of certificates of qualification and professional body membership where applicable as well as 2 verifiable professional references.
4. It is of paramount importance that you are honest, committed and have a real passion for your profession.
5. If chosen to be a team member within the ECP24 professionals team you are expected to maintain a 100% performance/results record while working with ECP24 clients. Our clients are paying for your services and expect nothing less than excellent service delivery both in performance as well as in standards of communication.
General Service conditions:
1. OVERVIEW AND DEFINITIONS
ECP24 Ltd is an online marketplace which enables buyers of professional services (“Clients”) to search for, enter into and manage transactions with providers of professional services (“Professionals”). The Website contains features which enable clients and professionals to do, among other things, the following:
Clients: Create profiles, post projects, search for Professionals, communicate with Professionals, negotiate with Professionals, award projects to Professionals, manage projects, leave feedback for Professionals, and pay Professionals (all through ECP24).
Professionals: Create profiles, advertise capabilities, submit quotes, negotiate with Clients, obtain project awards, invoice, obtain feedback from Clients, and receive payment from Clients (all through ECP24).
We also provide Registered Users 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. Capitalised terms used in these Terms of Service have the following meanings:
“Account” means the account created by the Website upon registration.
“Assumed Payment Liabilities” shall mean that portion of the total service charges for a Project which ECP24 Ltd agrees to or determines as intended payment to one of the parties. The different types of Assumed Payment Liabilities are explained in the further text of this document.
“Client’s Acceptance of Services” shall mean: with respect to an Invoice, a transfer of funds by Client to ECP24 Ltd in respect of such Invoice to occur one of the following: (a) Client and the Professional agree as to the rightful recipient of the funds and (b) Client and Professional have concluded the process comprising the Dispute Resolution Service.
“ECP24 Ltd Billing and Payment Services” means, collectively, the ECP24 Ltd Invoice Service.
“Service Charges” means, as applicable, Membership Fees, the Project Fee, Client Payment Processing Fee, the Professional Transfer Method Fee and the Dispute Resolution Service Fee. These fees are explained in the further text of this document.
“Website” means the website operated by ECP24 Ltd at https://www.ECP24.online 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, 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. ECP24 Ltd reserves the right, at its sole discretion, to refuse, suspend, or terminate Services to anyone.
B. Registration. To become a Registered User and to access our Services you will first go through ECP24’s registration process. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, or otherwise sent to ECP24 Ltd during the registration process and to update this information to maintain its truthfulness, accuracy and completeness.
C. Accounts and Profiles.
After filling out and submitting a “sign up” registration form, your registration will be verified by ECP24. Professionals will also go through a qualification process. If your registration has been approved by ECP24 we will then provide a login and password to you for the Website, thereby making you a Registered User at ECP24.
Username and Password.
During registration, you will be asked to choose a username for the Account. After a successful registration process, you will receive a password and will be able to login as Registered User. 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 the ECP24 Ltd Website. You authorise ECP24 Ltd to assume that any person using the Website with your username and password is you or has been formally and legally authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
D. Membership. ECP24 Ltd provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User’s status as a Client or a Professional (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.
Note: Initially the Website will offer only one membership option to a User. At later stage alternative membership options will be offered on the Website.
Clients: All Clients have the membership benefits described here. Note, membership benefits may change from time to time at the sole discretion of ECP24 Ltd and upon reasonable notice posted in advance on the Website.
A. Client and Professional.
1. Project Agreement. The engagement, contracting and management of a project are between a Client and a Professional. Upon selection and acceptance of a project on the Website, the Client agrees to purchase, and the Professional agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Client and Professional including the Project Bid, Project Description, other documents and terms and conditions as communicated between Client and Professional on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by ECP24 Ltd (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void, unless provisions are specifically submitted to and approved by ECP24 (exceptional cases). Client is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Professional is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Client and Professional each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.
2. Independence. Client and Professional each acknowledges and agrees that their relationship is that of independent contractors. The Professional 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 Professional and Client or between ECP24 Ltd and any Client or Professional.
B. Registered Users and ECP24 Ltd.
1. General. ECP24 Ltd is not a party to the dealing, contracting and fulfilment of any Project between a Client and a Professional. ECP24 Ltd has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Professionals to perform services, the ability of Clients to pay for services, or that a Client or Professional can or will actually complete a Project. ECP24 Ltd is not responsible for and will not control the manner in which a Professional operates and is not involved in the hiring, firing, discipline or working conditions of the Professional. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Client and a Professional. ECP24 Ltd will not provide any Professional with any materials or tools to complete any Project. Clients and Professionals 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.
2. Third-Party Beneficiary of Project Agreement. Client and Professional each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement. Client and Professional therefore appoint ECP24 Ltd as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, ECP24 Ltd by these Terms of Service. Clients and Professionals further agree that ECP24 Ltd has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as ECP24 Ltd in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
3. 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 ECP24 Ltd, except and solely to the extent expressly stated.
4. Taxes. Registered Users are responsible for payment and reporting of any taxes. ECP24 Ltd is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event ECP24 Ltd receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, any type or implied Service Levy or audit or dispute instigated by the tax authorities responsible for the tax laws and enforcement in the countries and jurisdiction of the geographic location of the client and the professional, ECP24 Ltd will deem such receipt a breach of this section and will suspend your Account until ECP24 Ltd receive notice of the conclusion and release from any tax liabilities by either party that were in dispute.
4. ECP24 LTD FEES
A. Assessment or Entry Fees for the Professional: None (free of charge).
B. Membership Fee. Professionals who choose to become a member on the Website thereby enter an agreement to pay the monthly subscription fee as detailed in the “Fees and charges” document.
C. Services Fees. ECP24 Ltd applies one or more of the following fees, as applicable, on payments made by Clients to ECP24 and Professionals using the ECP24 Ltd Billing and Payment Services:
1. Professional Project Fee. ECP24 Ltd charges all Professionals a Professional Project Fee. The fee is deducted from the Agreed Project Amount paid by a Client for a Project. The Agreed Project Amount is the amount of the selected and accepted bid after the bidding process.
2. Client Project Fee: None.
3. Professional’s Transaction Fees. As per the “Fees and Charges” document: the Client will pay to ECP24, the Agreed Project Amount. All transfer/ payment charges (Transaction Fees) incurred by ECP24 and the Professionals Project fee (certain percentage as per “Fees and Charges document) will be deducted from the Agreed Project Amount before the Professional is paid. The transfer & payment charges (such as any Paypal, international bank transfer costs) are subject to the minimum amounts/ percentages as listed in the “Fees and Charges” document. Other charges for specific situations, for the Client as well as the Professional, are defined in the “Fees and Charges” document. Client as well as Professional shall carefully review the “Fees and Charges” document.
4. Dispute Resolution Service Fee. For use of Dispute Resolution Services, irrespective of the nature of resolution and any resulting disbursements, ECP24 Ltd charges a Dispute Resolution Service Fee, of a percentage or amount as defined in the Fees and Charges document.
D. We reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by ECP24 Ltd at any time, at the sole discretion of ECP24 Ltd and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
5. ECP24 BILLING AND PAYMENT SERVICES
A. ECP24 Invoice Service. After a bid has been selected and the Project Amount has been agreed, the Client receives electronic notification (Invoice) that he has to pay the Project Amount on the Website. Client will pay the amount to ECP24 via the available payment links on the Website, and ECP will hold the money securely in trust (either in own account or it will be held by Paypal company, under escrow).
Note: Regarding the here mentioned “Escrow”: Alternative payment arrangements are possible for Clients. Contact ECP24 for information.
B. At a Client’s request, upon payment to ECP24 Ltd by Client for services to be rendered by a Professional, ECP24 Ltd will assume responsibility for the payment for such Professional’s services (less applicable Service Charge). ECP24 Ltd agrees not to pay Professionals for services until after the occurrence of a Client’s Acceptance of Services. Client acknowledges that such funds will belong to ECP24 Ltd immediately upon such funds being transferred to ECP24 Ltd by the Client. However, ECP24 Ltd agrees to refund such funds to Client in the event that a Professional acknowledges that services have not been completed or Client and Professional have concluded the process comprising the Dispute Resolution Service with a result indicating that Client is the rightful recipient of such funds. ECP24 Ltd agrees to keep both Client and Professional informed as to the status of the Assumed Payment Liability and if, for any reason, a party requests Dispute Resolution Service regarding such status, will notify both parties that the matter will be addressed through the Dispute Resolution Service.
C. Funds Transfer.
1. General. To receive funds due to Professional, he/she must indicate that the Work has been completed, the Client must have approved and accepted the delivered Work. The Professional has indicated, before the project and in his User Profile, his/her selection of the funds transfer methods available on the Website. The release of payment to the Professional shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if ECP24 Ltd determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Website or Terms of Service, ECP24 Ltd has the right to refuse to process such request.
2. Hold on Transfers. ECP24 Ltd reserves the right, at its sole discretion, to place a hold on requested transfers if ECP24 Ltd suspect’s monies may be subject to charge back, bank reversal, failure to clear or fraud. ECP24 Ltd will release a hold as soon as practical.
D. Legal Relationship.
1. ECP24 Ltd is not an agent for the Professional with respect to any funds that have been transferred to ECP24 Ltd for any Assumed Payment Liabilities.
2. Each Professional must properly discharge and credit Clients for all payments that ECP24 Ltd makes to such Professional in respect of services provided to such Clients.
3. ECP24 Ltd acts as a payment provider by creating, hosting, maintaining, and providing the ECP24 Billing and Payment Services to you via the Internet. ECP24 Ltd does not have any control over the services invoiced or paid for with the ECP24 Billing and Payment Services. Additionally, ECP24 Ltd does not control whether a Client or Professional will actually complete the underlying transaction. ECP24 Ltd is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Professional as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute ECP24 Ltd as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
4. By using the ECP24 Billing and Payment Services, the Professional expressly acknowledges that (a) ECP24 Ltd is not acting as a trustee or a fiduciary of Clients or Professionals and that the ECP24 Billing and Payment Services are provided to Registered Users administratively; (b) ECP24 Ltd is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the ECP24 Billing and Payment Services are payment services rather than banking services; (c) ECP24 LTD IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH ECP24 LTD ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
E. Miscellaneous Payment Terms.
1. Authorized Payments are Final. Your use of the ECP24 Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When a Client’s Acceptance of Services has occurred, (i) ECP24 Ltd shall have no further liability to any party with respect to Payment for such services, (ii) Client acknowledges that ECP24 Ltd has provided a complete service in respect of the payment made by Client for the Assumed Payment Liability or Invoice, as applicable and (iii) Client hereby releases ECP24 Ltd from any and all liability with respect to such Payment.
2. Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. ECP24 Ltd reserves the right to seek reimbursement from you, and you will reimburse ECP24 Ltd, if ECP24 Ltd discovers a fraudulent transaction, erroneous or duplicate transaction, or if ECP24 Ltd receives a charge back or reversal from any Client’s Credit Card Company, bank, or PayPal for any reason. You agree to and acknowledge ECP24 Ltd.’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by ECP24 Ltd in an effort to investigate fraud. You agree that ECP24 Ltd has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
3. Currency. The ECP24 Billing and Payment Services operate in US Dollars and therefore ECP24 Ltd is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is ECP24 Ltd responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
4. Exclusivity and Non-Circumvention. Clients agree to use the ECP24 Billing and Payment Services to make all payments to Professionals, whether first-time, repeat, or follow-on. The Professional also agrees not to take any action directly or indirectly to circumvent the ECP24 Billing and Payment Services or any associated fees. As a Professional, you agree to use ECP24 Billing and Payment Services to receive all payments from Clients identified through the Website, whether first-time, repeat, or follow-on.
5. Notification. As a Client, you agree to notify ECP24 Ltd immediately if your Professional solicits payment from you outside the Website. As a Professional, you agree to notify ECP24 Ltd immediately if your Client seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the ECP24 Billing and Payment Services, please submit a confidential report to ECP24 Ltd by phone or email.
6. Agreement to Pay. If, for any reason, ECP24 Ltd does not receive payment for any amounts that you have authorized to be paid through your use of the ECP24 Billing and Payment Services, you agree to pay such amount immediately upon demand by ECP24 Ltd. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by ECP24 Ltd in collecting from you the authorized but unpaid amount. In such case, ECP24 Ltd may, at its option, stop processing any further payments made by you and apply any amounts then held by ECP24 Ltd on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the ECP24 Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
6. SCOPE CHANGE PROCEDURE
1. As soon as a Professional identifies that the work is moving towards an extra work (variation) scenario it is important that the Professional communicates that fact both to ECP24 and the client.
2. It is very important to understand that no extra work can be proceeded with before full agreement regarding extra cost and time delays have been agreed with the client in writing.
3. The communication must:
· Clearly and unambiguously describe and fully explain the reason for the variation request.
· Provide in as much detail as possible (including mark-ups and sketches) the full extent of the extra work that the identified variation entails.
· Provide a fixed and firm time variation that would be acceptable to the Professional to complete the variation work.
· Proceed with the variation in a timely manner when approval from the Client has been authorised in writing.
4. The client must, before any variation work is started, lodge the agreed variation USD cost in hours identified multiplied by the pre-agreed hourly USD rate to ECP24 Ltd.
5. Variations are only allowed on lump sum basis and never on pre-agreed hourly rates only.
6. The agreed Variation and variation work USD cost shall be confirmed by posting a new project through ECP24 Website which will be accepted by the involved Professional at the agreed variation USD amount. Project amounts of the original Project, as well as the project initiated for the Variation, will only be paid to the Professional if the Client has accepted/ approved the completed and delivered work of both Projects.
7. DISPUTE SERVICES
A. Eligibility. ECP24 Ltd offers the Dispute Resolution Service to those Registered Users who have requested ECP24 Ltd to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Project which is (i) pursuant to a project posting by a Client through the Website, (ii) pursuant to a bid for by a Professional through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Client for such bid. Client and Professional agree and acknowledge that, with respect to Assumed Payment Liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section 6.
1. Negotiation. In any dispute between Registered Users relating to a Project that is eligible for Dispute Resolution Service, you agree to negotiate such dispute in good faith. If the result of such negotiation is acceptable to both parties in a dispute, you agree to indicate your approval of such negotiation through the Website and ECP24 Ltd will disburse funds in accordance with the results of such negotiation. If you are dissatisfied with the progress, you agree to submit your dispute to binding arbitration as further set forth below.
2. Arbitration. In any dispute between a Client and a Professional which cannot be resolved through negotiation, you expressly agree to and acknowledge that ECP24 Ltd or a third party chosen by ECP24ECP24 Ltd will arbitrate the dispute in accordance with these Terms of Service and the Website.
(a) You acknowledge and agree that ECP24 Ltd will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself and (iv) any information or communication which the Client and the Professional agree should be considered. (b) ECP24 Ltd shall render its decision within five (5) business days of escalation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Professional with whom you are engaged in a dispute.(c) You agree that the decision of ECP24 Ltd, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will transfer funds in accordance with the arbitrator’s decision. (d) In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies that you have received of such Project in your possession and destroy any electronic copies that you have.
C. Communication. You agree and acknowledge that (1) ECP24 Ltd will use the e-mail address corresponding with your Account registered at the time a dispute arises, to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by ECP24 Ltd using the e-mail address corresponding with your Account registered at the time a dispute arises.
D. Acknowledgements. You agree and acknowledge that (1) ECP24 Ltd is not providing legal services to you, (2) ECP24 Ltd will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on ECP24 Ltd for any such counsel. You agree to indemnify and hold harmless ECP24 Ltd and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Service. If you do not agree to use this Dispute Resolution Service under these terms, you should not request ECP24 Ltd to assume the Assumed Payment Liabilities.
8. 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 ECP24 Ltd 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 (1) ECP24 Ltd shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to ECP24 Ltd for any service and to any Professional for any services.
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 its 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 ECP24 Ltd 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. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the ECP24 Billing and Payment Services or otherwise reduce fees owed to ECP24 Ltd under these Terms of Service, you must pay ECP24 Ltd for all fees owed to ECP24 Ltd and reimburse ECP24 Ltd for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
G. 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. The material may be deleted along with all your previous posts and proposals.
9. PRIVACY AND CONFIDENTIALITY.
10. CONFIDENTIALITY OF INFORMATION BETWEEN USERS
Users of our Website are responsible for maintaining the confidentiality of any sensitive information that is trusted to them for/ regarding projects by Clients or other users of our Website. Additionally, Clients shall communicate their Company confidentiality requirements in writing to the Engineering Professionals at the start of each project.
11. INTELLECTUAL PROPERTY (IP) AND COPYRIGHT POLICY.
A. ECP24 Ltd IP and Copyright Policy.
Subject to these Terms and Conditions, the content available on the ECP24 Ltd Website, including, but not limited to, the informational content; images; charts; graphs; graphics; designs; photographs; audio and video clips; software and HTML code (collectively, the “Content”) are the property of ECP24 Ltd. and are subject to protection by UK and international intellectual property laws and treaty provisions, including, but not limited to, those relating to patent rights, copyrights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and any other similar rights.
Subject to this IP Policy and the applicable Terms and Conditions, and except as expressly indicated otherwise on the ECP24 Ltd. Website, you agree not to (i) rent, license, sublicense, sell, lease, transfer or otherwise distribute or disclose to any third party the Content, or any portion thereof, in any form, or permit third parties access to such Content; (ii) create any products or services based on the Content; (iii) copy, modify and create derivative works based on the Content; (iv) take any action compromising or threatening to compromise (a) the enjoyment and use by any Registered User of the Content or (b) the rights of ECP24 Ltd in the Content; (iv) use, transfer, or dispose of the data in any manner that could compete with the business of ECP24 Ltd or the ECP24 Ltd’s affiliates, or (v) use the Content in any manner, or for any purpose, contravening this Policy, these Terms and Conditions, or any applicable law, rule or regulation.
B. Registered User Content.
1. You are solely responsible for information posted by you on our Website, including but not limited to (a) any audio, video or photographic content (collectively, “Multimedia Content”), (b) any posting or listing made in any public message area, through any email feature or through ECP24 Ltd.’s feedback feature (collectively, “Non-Multimedia Content”) and (c) any other content of a personal nature including but not limited to your resume, 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.
2. You hereby assign to ECP24 Ltd your rights in any Non-Multimedia Content. 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 ECP24 Ltd products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
3. 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.
4. 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, and do not, control the information provided by you or other Registered Users or other content providers which is made available through our system.
C. Removal of Content for which Copyright Infringement Is Claimed is subject to the following provisions:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at such website.
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Professional to locate the material.
(d) Information reasonably sufficient to permit the Professional to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.(g) Notification from a copyright owner or from a person authorised to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.
D. Additionally, you are required to provide a notice of infringement each time you wish to report alleged acts of infringement.
12. REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
A. Registered User Representations and Warranties. All Registered Users represent, warrant, and agree:
1. Not to grant access to an Account, only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.
2. To be fully responsible and liable for any action of any user who uses your Account.
3. Not to use an Account, username, or password of another Registered User that you are not expressly authorized to use.
4. Not to allow any third party who is not authorized to do so to use your Account at any time.
5. 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.
6. Not to intercept or expropriate any system, data or personal information from the Website.
7. 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.
8. That they have the right and authority to enter into the Terms of Service and to transact business hereunder.
9. That they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
10. That they will not use the Website or its services to defraud or mislead any person or entity, including without limitation ECP24 Ltd or any Register User.
11. That they will not use the Website to violate any law or regulation of any international law or treaty.
12. That they are not a resident national of, or, an entity located in any country subject to economic sanctions imposed by the government of the United Kingdom.
B. Warranty Disclaimer. THE SERVICES PROVIDED BY ECP24 LTD OR OUR THIRD-PARTY SERVICE PROVIDERS 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. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
C. Limitation of Liability. IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS 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) $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. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
D. General Release. If you have a dispute with another Registered User, you release ECP24 Ltd (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.
E. Indemnity. You agree to defend, hold harmless and indemnify ECP24 Ltd from and against any and all losses, costs, expenses, damages or other liabilities incurred by ECP24 Ltd from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against ECP24 Ltd: (1) in connection with your use of the Services including any payment obligations incurred through use of the ECP24 Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Professional; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Professional. 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 defence or settlement thereof; and (iii) allowing you to control such defence or settlement. We shall be entitled to participate in such defence through our own counsel. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
F. Links. The Website may contain links to third-party web sites not under the control or operation of ECP24 Ltd. 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.
G. 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 ECP24 Ltd.’s part to store, backup, retain, or grant access to any information or data for any period.
13. MISCELLANEOUS TERMS AND CONDITIONS
A. Compliance with Law. You are responsible for compliance with applicable international 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. ECP24 Ltd 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 ECP24 Ltd. No delay or omission by ECP24 Ltd 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 ECP24 Ltd, and any attempt to do so will be null and void. ECP24 Ltd may assign these Terms of Service in its sole discretion.
E. Force Majeure. Except for the payment of fees to ECP24 Ltd, 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 labour 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.
F. 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 ECP24 Ltd:
Attention Alan White
71-75 Shelton Street, Covent Garden,
London WC2H 9JQ,
If to Registered User:
To the address associated with Registered User’s access or login information.