Terms of Service

CONTEXTO WEBSITE TERMS

 

 

Terms of Service

Last Updated: May 25 2018

1. Overview

Welcome to Contexto. Contexto provides a platform where businesses can find and connect with business professionals for project work.  These Terms of Service (Terms) govern your relationship with Contexto SAS (“Contexto”, “us” or “we”), your use of the Contexto platform and associated websites (Site) and the services provided via the Site (Contexto Services, discussed below).

For the purposes of these Terms, ‘you’ means (in most cases) the individual, natural person accessing or using the Site including but not limited to a Client and a Talent. Upon registration, you will either be a Talent or a Client, in accordance with these Terms.

You represent and warrant to Contexto that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to Contexto that you will use our Site in a manner consistent with any and all applicable laws and regulations.

We may from time to time, amend, update or change the Site including these Terms, without prior notice to you. Consequently, you should regularly check these Terms for changes. These are the current Terms and replace any other terms and conditions of use previously published for this Site. 

PLEASE READ ALL OF THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. YOU UNDERSTAND THAT BY CHECKING THE BOX, CLICKING THE “SUBMIT” BUTTON OR BY CONTINUING TO USE THE SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS, INCLUDING ANY CHANGES TO THE TERMS THAT MAY HAVE BEEN MADE SINCE YOUR PRIOR USE OF THE SITE. IF YOU DO NOT ACCEPT THE TERMS (IN WHOLE OR IN PART) YOU MAY NOT ACCESS OR USE THE SITE.

FURTHER, IF YOU ARE AN EXPERT WHO RESIDES OR IS REGISTERED IN THE UNITED STATES, THE MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS CONTAINED IN THIS AGREEMENT APPLY TO YOU.  THOSE PROVISIONS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

2. Your Acknowledgement regarding Contexto Services

Any reference to a “Project” in these Terms means a project, assignment, job, task, work, deliverable, requirement for services or service(s) a Client posts or uploads to the Site for a Talent to provide. 

For Talents

Contexto provides professionals and service providers with the opportunity to be registered on its Site as an “Expert”. The Talent can, amongst other things, upload their profile, promote the Talent’s experience and background, be listed and appear on the Site, be reviewed or rated, and be considered for Projects (the Talent's Services). 

For Clients

A company, business or a customer may, subject to paying all applicable Fees, be registered as a “Client” with the Site in order to view the Site, review and access Expert profiles made available on the Site, seek out Experts, or otherwise receive a connection to, or introduction to Talents, for the purposes of engaging a Talent for a Project (the Client’s Services).

The Contexto Services

Contexto is an on-line platform where Clients are able to access, review, and receive an introduction, connection or referral to Experts who have registered with the Site (Contexto Services).  

While Contexto facilitates the referral or introduction of Talents to Clients, Clients and Talents will be responsible for agreeing between themselves the terms and conditions that will govern their relationship in relation to each Project (Services Contract). The reference to “Services Contract” in these Terms includes the terms of any engagement, arrangement or agreement between the Talent and Client arising from the Site (express, implied or performed by the parties), regardless of whether a formal services agreement has been signed or brought into existence. 

Contexto is not a party to nor will it have any liability with respect to a Services Contract. Any Services Contract between the Talent and Client which attempts to alter or modify these Terms must be agreed to in writing by Contexto. 

No Background Checks and Expert Information

CONTEXTO RELIES ON THE INFORMATION THAT EXPERTS AND CLIENTS PROVIDE IN ORDER TO PROVIDE THE EXPERT PROFILES AND PROJECTS ON THE SITE. THIS INFORMATION IS USED IN THE CONTEXTO SERVICES. CONTEXTO IS NOT REQUIRED TO AND NOR DOES IT, VERIFY THE TRUTH, ACCURACY, APPROPRIATENESS OR COMPLETENESS OF THE INFORMATION YOU PROVIDE US. WE DO NOT UNDERTAKE ANY BACKGROUND CHECKS OR OTHER ASSESSMENTS ON EXPERTS OR PROJECTS. ANY INFORMATION CONTEXTO MAKES AVAILABLE IS BASED ON THE INFORMATION YOU PROVIDE TO US. WE MAKE NO REPRESENTATION (EXPRESS OR IMPLIED) AS TO THE SUITABILITY OF A TALENT, CLIENT OR PROJECT NOR DO WE ENDORSE OR MAKE SPECIFIC RECOMMENDATIONS ABOUT ANY EXPERTS OR CLIENTS. 

Talents represent and warrant that they will only accept Projects that do not present any conflict of interest, that they are not prevented or prohibited from discussing or acting on (by way of contractual obligation, fiduciary duty, as compelled by law or otherwise) and that relate to topics about which they are experienced, familiar with or are knowledgeable in.

You warrant and represent that the information you provide whether as a Talent or a Client, is and shall remain accurate, true and correct and that you will update this information held by us to reflect any changes as soon as possible. 

We reserve the right to suspend your profile or cancel your registration, at any time, if we determine in our absolute discretion that the Contexto brand, operations (including Site, any blogs or membership) or business (including its Clients, partners or affiliates) may be adversely affected or harmed as a result of your continued registration as an Expert. 

3. Eligibility and Identity 

If you are registering on behalf of your employer or business organization, you could be a company, a partnership, a company or other legal entity. ‘You’ in your individual capacity will be taken to have represented to us that you have authority to act on your employer’s behalf and these Terms will be binding on your employer, the partnership, company or legal entity.

You also represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the Site is prohibited by European Community law, order, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to European Community or other sovereign country sanctions or embargoes;

If you have been barred or deregistered from the Site or you are a competitor of Contexto, you must not use this Site. 

4. Company accounts

When you sign up, you may be requested to provide your name, email address, work/position title, phone number and information about your company and such other information to enable your registration as either a Client or Talent. These are your credentials for accessing the services on the Site which is only available to registered members. For Talents, you will provide further information in relation to your qualifications and professional experience (hereinafter referred to as Credentials).

In doing so, you agree that you:

1. are not impersonating any person or entity;
2. are not violating any applicable state or federal law regarding use of personal or identification information;
3. are authorised to create an account in the name of the company or organisation or otherwise hold yourself out as having an association with the company or organisation; and
4. will provide, on demand from Contexto, verification of your Credentials in such form as required by Contexto.

For Talents, we may, from time to time, use any of your credentials to make our own enquiries (either by Contexto or by a third party engaged by us) as to the completeness, accuracy or truthfulness of your Credentials and the information you have provided to us including the verification of your identity, ownership of email address or financial accounts. If you do not provide sufficient evidence within the time requested, we may suspend or cancel your account (without prejudice to any other remedies we may have). Should we suspect or identify an individual to be inappropriately or unlawfully using any person or company’s identity or the Site in a way that is unlawful or inappropriate, we may without notice to you, disclose that information to any relevant persons or authorities.

You consent to us displaying the name and/or logo of the relevant company or organisation on the Site in the context of the Contexto Services. The name of your company may appear in lists on the Site that are visible by other users (for example in dropdown menus or auto-filling text entry forms). You acknowledge that, if you post content on the Site, the fact that your company or organisation is using the Site does not constitute confidential information and you consent to our use of such content in the manner described above.

In addition, you consent to us promoting the Site in media and advertising independently of the Site (whether online, in print advertising or otherwise), and using and publishing the name and/or logo of the relevant company or organisation for this purpose. You acknowledge and agree that we are not required to obtain any additional or separate consent from you before doing this, provided we use your company name and logo in a manner that is consistent with your Posted Content and we do not do anything that could result in you or your company breaching applicable laws.

5. Term and termination

5.1 Term

These Terms commence on the date of acceptance of these Terms and continue until terminated in accordance with clause 5.2 below. 

5.2 Termination

Either party may terminate these Terms at any time, for any reason, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided always, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and these Terms will continue to apply with respect to such Service Contracts.

5.3 Consequences of Termination.

Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Client.

5.4 Survival

Clauses 2, 4, 5, 6, 7, 8, 9, 10, 13, 14, 17, 19, 20, 22, 23 and 24 of these Terms survive termination of these Terms.

6. Payments, Invoices and Taxes

6.1 Contexto Fees

Client will pay to Contexto the fees (Pay Per Project Fee or Subscription Fee as described below) to access or use Contexto’s Services in accordance with these Terms (Contexto Fees).

6.2 Pay Per Project Fees

The Client shall pay Contexto an amount comprising the percentage displayed on the Site of any fee or amount paid by the Client to the Talent in respect of each Services Contract, including any bonus or incentive payments but excluding any expenses or disbursements (Pay Per Project Fee). 

The Pay Per Project Fee becomes due and payable by the Client to Contexto:

1. each time a Client posts or uploads a Project on the Site; or
2. each time an introduction to an Talent is made via the Site;

which results in a Services Contract or the provision of services by a Talent to a Client. 

The Client and Talent must notify Contexto of the key terms (such as Project commencement, Project end date, conclusion of Project and fees payable to the Talent) prior to commencement (or immediately following commencement of services) of the Services Contract.

6.3 Subscription Fees

Subscription fees as agreed with Contexto are due and payable monthly in advance by the Client on the day on which the subscription commences (Subscription Fees).
Invoices for Subscription Fees will be issued on or about the 1st day of each month via email to a person nominated by the Client (and in the absence of such nomination, your accounts department) and must be paid within 14 days of the date of the invoice.
Contexto may charge a monthly late payment fee of 5% of the invoice amount that remains unpaid. Where any invoices remain unpaid for 45 days, Contexto may suspend access to Site and Talent will suspend performance of any services in progress until the invoice has been paid.

6.4 Talent Fees

The Client and Talent are free to negotiate and agree on fees for services and rates as you see fit. The Talent will invoice the Client directly for the time in accordance with the terms of any agreement you both reach, which may include time the Talent spends on a Project as well as reasonable preparation time and expenses, unless otherwise agreed in writing between you and the Talent.

The Client is responsible for the payment of any such invoices issued by the Talent and any disputes arising in relation to such invoices will be addressed or resolved by you and the Talent. Contexto will not be involved in or have any responsibility for any invoicing between Client and Talent or any disputes which may arise in relation to the Services Contract or payment of fees pursuant to such contracts. 

Contexto does not make any payments to the Talent in respect of any Project arising as a consequence of these Terms.

You agree to indemnify, defend and hold harmless, Contexto, its related entities, affiliates, successors and assigns (and its and their officers, directors, employees, sub-licensees, and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs, taxes, levies, charges and expenses (including, without limitation attorneys' fees and court costs) which arise out of or relate to payments made to Talents by Clients in relation to Projects provided by the Talent to the Client including, but not limited to any payroll tax, superannuation, GST, VAT or PAYG obligations. 

Our prices will state whether they include or exclude any services tax. If for some reason this is not shown, the price excludes any applicable tax and you must pay it.

7. Introductions and Non-solicitation

For so long as you (as an Expert or Client who pays Pay Per Project Fees) are registered with Contexto and for 12 months (for all Clients and Experts) after any such registration ceases you must not:

1. enter into any form of contract of employment (in which the Expert becomes an employee of the Client), contract for services, independent contractor agreement or any other contract or arrangement by which the Expert is to be or shall be contracted to the Client (whether individually or through the engagement of a third party or other entity) where the Client and Expert have been introduced through Contexto; or
2. approach, solicit, induce, entice, offer to perform services (or in case of the Client, receive services), consult with, or otherwise be engaged for reward (directly or indirectly), with any Client introduced to the Expert by Contexto (or Expert as the case may be), in any other way other than through the Contexto Services.

These obligations apply regardless of any relationship or previous dealings between the parties. This means that as a registered user of the Contexto Services (as an Expert or Client), you must use the Contexto Services as your exclusive method to engage with each other unless Contexto agrees otherwise (in writing). 

ANY EXPERT WHO IS APPROACHED BY A CLIENT IN A WAY CONTEMPLATED BY THIS CLAUSE, MUST IMMEDIATELY UPON BEING SO APPROACHED, ENGAGED, CONTRACTED OR RETAINED BY THE CLIENT, NOTIFY US IN WRITING.

You accept and acknowledge that these obligations are reasonable in every respect. Further, Contexto need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.

During the term of these Terms, a Client who pays Subscription Fees is exempt from this non-solicitation clause, however upon termination of a subscription, this clause shall apply to all Clients.

8. No liability for decisions relating to Services

You are solely responsible for all decisions you make in connection with any services you choose to purchase as a Client or provide as a Talent.

CONTEXTO MAKES NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) THAT THE SITE OR CONTEXTO SERVICES WILL:

1. MEET THE CLIENT’S NEEDS;
2. MEET THE TALENT’S NEEDS;
3. BE ACCESSIBLE AT ALL TIMES;
4. BE ACCURATE, COMPLETE OR CURRENT; OR
5. BE FREE FROM VIRUSES.

SUBJECT TO ANY EXPRESS TERMS, CONTEXTO MAKES NO REPRESENTATION OR WARRANTY AS TO THE VOLUME OR SUBJECT AREA OF SERVICES ACCESSIBLE THROUGH THE SITE.

EXCEPT FOR ANY EXPRESS WARRANTIES IN THESE TERMS ALL CONTEXTO SERVICES ARE PROVIDED “AS IS”. NEITHER CONTEXTO NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CONTEXTO DOES NOT PROVIDE ADVICE IN RELATION TO THE SUITABILITY OF AN EXPERT, PROJECT OR CLIENT, NOR DO WE TAKE INTO ACCOUNT ANY CLIENT’S OR TALENT’S INDIVIDUAL CIRCUMSTANCES WHEN WE PROVIDE THE CONTEXTO SERVICES.

CONTEXTO DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES CONTEXTO WARRANT THAT WE WILL REVIEW INFORMATION FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN THE CLIENT’S OR EXPERT’S INFORMATION WITHOUT LOSS. 

CONTEXTO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CONTEXTO. WHILE YOU MAY HAVE STATUTORY RIGHTS, THE DURATION OF ANY SUCH STATUTORILY REQUIRED WARRANTIES, WILL BE LIMITED TO THE SHORTEST PERIOD TO THE EXTENT PERMITTED BY LAW.

9. No liability for Posted Content

WE DO NOT HAVE, AND EXPRESSLY DISCLAIM, ANY LIABILITY TO YOU IN CONNECTION WITH ANY CONTENT, INFORMATION, TEXT, GRAPHICS, IMAGES, AUDIO OR VIDEO, OR MATERIAL YOU CREATE OR UPLOAD TO YOUR PROFILES AND/OR THE SITE (POSTED CONTENT). WE CANNOT GUARANTEE, AND MAKE NO REPRESENTATIONS IN RELATION TO THE COMPLETENESS OR ACCURACY OF ANY POSTED CONTENT.

For all your Posted Content, you warrant and you must ensure:

• its contents are truthful and is or will upon supply to the Client or Talent, be provided with such other information as is reasonably necessary to ensure that (i) the Client is fully informed as to the services being offered by the Talent; or (ii) the Expert is fully informed as to the Project sought by the Client (including the identity of the Client);
• it is not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the services being offered or sought;
• it is compliant with all applicable laws and licensing requirements;
• the Posted Content does not contain links to any external website other than specified in the website field, unless we have given our prior written consent.

We may remove any Posted Content if we consider, acting reasonably, that you or any other users have breached these Terms or if, in our sole discretion, we believe that maintaining the content presents a risk to Contexto’s reputation or business and operations (including the Site). 

Notwithstanding the foregoing, we do not, nor are we under any obligation or duty to you or anyone else to monitor, consider, evaluate, assess, review, screen, censor or remove any Posted Content. We do not have (and expressly disclaim) any liability in connection with any monitoring, consideration, evaluation, assessment, review, screening, censoring or removal of Posted Content or any failure or refusal on our part to do so.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR POSTED CONTENT. YOU AGREE TO INDEMNIFY US, AND KEEP US INDEMNIFIED, FROM AND AGAINST ANY CLAIMS, COSTS, DAMAGE LOSS OR LIAILITY THAT ARISE IN CONNECTION WITH YOUR POSTED CONTENT. WE WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DELETION, LOSS, OR UNAUTHORISED MODIFICATION OF ANY OF YOUR POSTED CONTENT. YOU MAY NOT USE ANY POSTED CONTENT FOR ANY PURPOSE OTHER THAN FOR THE PURPOSE FOR WHICH IT HAS BEEN POSTED.

We reserve the right to keep the Posted Content on the Site indefinitely unless removed earlier by the Talent or Client.  

10. Username and password

You must keep your username and password secure, and you must not disclose those details to any other person. You may not transfer your account to another person. You are solely responsible for the consequences of any use of your username and password by third parties, regardless of whether that use is authorised. 

If you believe that your username and password is being used by someone else, please contact us immediately at info@contexto.global

If you have a company account, you and your employer will be solely responsible for the security of your password. In the case of Clients, you warrant that any single user account username/login or password is not shared by multiple people. Contexto may on 7 days prior written notice, request you certify and provide evidence indicating your compliance with this requirement.

11. Prohibited content

Notwithstanding anything to the contrary in these Terms, you must not:

• attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Site including any algorithm used by us;
• take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure, including spam or other unsolicited mass e-mailing techniques;
• use the Site for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;
• use the Site that would result in you breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations you may owe to third parties;
• mislead or deceive others through any act or omission or make a false representation about your identity, including the impersonation of a real or fictitious person or using an alternative identity or pseudonym;
• post content which contravenes a confidentiality or non disclosure agreement, insider trading laws, or intellectual property rights which you are not authorised to transfer to another party;
• conduct any activity which compromises or breaches another party's patent rights, trademark, copyright or other intellectual property rights;
• copy, collect or save information about other users including their skills, employment or education history;
• publish advertising material of any kind or market any goods or services directly to other users;
• introduce any virus, worm, Trojan horse, malicious code or other program which may damage computers or other computer based equipment to the Site or to other users;
• stalk or harass anyone;
• attempt to disrupt or interfere with the delivery of our service or the services of our partners and clients;
• use the details of other users for anything other than the use expressly permitted by those users;
• download, access, use, harvest or download in bulk user details other than to fill vacant positions as contemplated by the Site or as otherwise explicitly permitted by us in writing;
• sell, redistribute or use information contained on the Site for a commercial purpose without our prior written consent;
• pass on user name and password information to anyone other than the authorised member/ customer of that account;
• remove or alter our copyright notices or other means of identification including any watermarks, as they appear on the services or Site;
• provide to any persons who are not authorised users of the Site, any part of the information included in the services or content, except as permitted in these Terms;
• distribute or publish any part of the information or content included in the services on any publicly accessible electronic network, including without limitation the internet and the world wide web, Facebook, YouTube, or otherwise publish, broadcast or display any such information in public.

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations and taxation obligations that may apply to your use of the Site or Contexto Services.

12. Refusal of service

Notwithstanding anything else in these Terms, we may, in our absolute discretion, refuse you or any other person access to part of the Site at any time and for any reason. We may delete any Posted Content that we consider, in our absolute discretion, breaches these Terms or may cause reputational, operational or other harm to Contexto.

13. Intellectual property

We own or are licensed to use all intellectual property in the Site, with the exception of Posted Content, which shall remain your intellectual property but which you license to us in accordance with the license below. You may not use any of our intellectual property for any purpose other than as may be required to use the Site for its intended purpose.
In relation to Posted Content and your use of the Site, you grant to us an unconditional, world-wide and irrevocable, fully paid and royalty free license and right to use, display, copy, modify, adapt, reproduce, commercialise, prepare derivative works, display and publish all such intellectual property and that content forming all or part of the Posted Content, for any purpose.

By using the Site, you warrant that you own or are licensed to use the intellectual property rights in your Posted Content. This includes copyright in respect of any text you post, as well as the right to use or display any image or logo. You indemnify us, and agree to keep us indemnified, from and against any claims by third parties arising from your Posted Content, including any breach of intellectual property rights any third party may bring against us, in relation to your content.

You may not use or display any trade marks on this Site without first obtaining the consent of the owner of the trade mark. We own the distinctive 'Contexto’ marks, brand and logo.
Nothing on this Site creates any right on your part (express or implied) that would allow you to use or display a trade mark that you do not own, regardless of whether the trade mark is currently registered.

14. Privacy

Your registration and use of the Site is conditional upon you agreeing and complying with our Privacy Policy.  The Site can only provide the intended services to users by using personal information in the manner contemplated in the Privacy Policy, and we may collect, use and disclose your personal information for the purposes described in it.  

If you do not agree to us collecting, using or disclosing your personal information in the manner contemplated by these Terms and our Privacy Policy, you must not use the Site.  
If you intend to post any personal information on the Site that relates to a third party (including their name, email address or phone number), you must obtain their consent before doing so. 

We will solicit your feedback about Talents to assist improvements to the functioning of our search functionality and the Site.  We may also send you emails about our services and opportunities or profiles that may be of interest to you. You may elect not to receive certain types of notifications from us. 

If you have any questions or concerns relating to Privacy, please contact us in accordance with the process and procedure set out in the Privacy Policy. 

15. Links to other sites

This Site may contain links or portals to other websites. We have no control over websites operated by third parties and you agree that we not responsible for, and will have no liability in connection with, your access to or use of any third party website.

16. Continuity of service

We aim to provide a service that is continually available and capable of use. However we may suspend your account and your access to the Site at any time and for any reason, including without cause. The most likely reasons why we might suspend your account or access to the Site include (but shall not be limited to):

• maintaining the Site or changing its features or functionality;
• you don’t use your account for an extended period;
• a breach of these Terms;
• faults, service outages or other technical problems;
• a legal requirement, such as an injunction or due to an investigation by police or other law enforcement agency.

Unless the reason for suspension is unexpected or relates to some wrongful conduct by you, we will endeavour to give you reasonable notice before suspending your account or your access to the Site. WE WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH ANY SUSPENSION OF YOUR ACCOUNT OR YOUR ACCESS TO THE SITE, REGARDLESS OF THE REASON FOR SUSPENSION.

17. Limitation of liability and indemnity

YOU USE THE SITE ENTIRELY AT YOUR OWN RISK.

WE ARE NOT RESPONSIBLE FOR, AND YOU AGREE THAT WE WILL HAVE NO LIABILITY IN RELATION TO, YOUR USE OF AND CONDUCT IN CONNECTION WITH THE SITE, OR ANY OTHER PERSON’S USE OF OR CONDUCT IN CONNECTION WITH THE SITE, IN ANY CIRCUMSTANCE.

WE CANNOT GUARANTEE OR WARRANT THAT ANY FILE YOU DOWNLOAD FROM THE SITE OR WE DELIVER TO YOU VIA EMAIL WILL BE FREE OF INFECTION OR VIRUS, WORMS, TROJAN HORSES OR OTHER CODE THAT HAS CONTAMINATING OR DESTRUCTIVE QUALITIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE PROCESSES, SYSTEMS AND PROCEDURES TO PROTECT YOURSELF FROM THIS TYPE OF ISSUE.
YOU INDEMNIFY US, AND AGREE TO KEEP US INDEMNIFIED, FROM AND AGAINST ANY CLAIM, LOSS, DAMAGE, COST OR EXPENSE THAT WE MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH YOUR IMPROPER USE OF OR CONDUCT IN CONNECTION WITH THE SITE, INCLUDING ANY BREACH BY YOU OF THESE TERMS OR ANY APPLICABLE LAW OR LICENSING REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW WE EXCLUDE ALL IMPLIED REPRESENTATIONS AND WARRANTIES WHICH, BUT FOR THESE TERMS, MIGHT APPLY IN RELATION TO YOUR USE OF THE SITE.

TO THE EXTENT THAT OUR LIABILITY CANNOT BE EXCLUDED BY LAW, OUR MAXIMUM LIABILITY, WHETHER IN CONTRACT, EQUITY, STATUTE OR TORT (INCLUDING NEGLIGENCE), TO YOU WILL BE LIMITED TO 100 €uros.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY OR ANY LOSS OR DAMAGES ARISING FROM OR IN ANY WAY CONNECTED TO BUSINESS INTERRUPTION OF ANY TYPE, WHETHER IN TORT, CONTRACT OR OTHERWISE.

18. Non-reliance

Contexto is not an agent for a Talent or Client.

CONTEXTO IS NOT RESPONSIBLE FOR ANY ADVICE, OPINIONS, REPRESENTATIONS OR STATEMENTS MADE BY THE EXPERTS OR THE QUALITY OF WORK OR CONSULTATIONS PROVIDED BY THE EXPERTS. SIMILARLY, CONTEXTO IS NOT LIABLE OR RESPONSIBLE TO MAKE ANY PAYMENTS TO THE EXPERTS IN RESPECT OF SERVICES PROVIDED BY THE TALENT TO THE CLIENT.

You understand and agree that (i) Contexto will not assume any liability with respect your interactions with any Talent, and (ii) the knowledge, opinions or Posted Content of Talents or Clients is not ours, and we do not endorse them or any other information provided by any user.

19. Confidentiality

Confidential Information means any documents or information created, received or obtained by the Talent from or on behalf of the Client, Contexto or any other party in respect of any Consultation, their employees, agents, contractors and representatives. In relation to information about Contexto, it also includes all non-public information pertaining to Contexto's business (including, without limitation, our pricing information, any related entities, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.

You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party’s prior written permission, or in violation of any express or implied duty or contractual right.

Where you are legally required to disclose the Confidential Information, you shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s

Confidential Information.

You will keep strictly confidential all Confidential Information and not disclose in any way, misappropriate or make available to any third party, directly or indirectly, any Confidential Information, except as may be required by applicable law or legal process or with our prior written consent. The Talent and Client shall notify Contexto immediately upon becoming aware of a suspected or actual breach of this obligation. 

Contexto will not disclose or make available to any third party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of these Terms), in furtherance of your use of the Contexto Services, to enforce these Terms or if legally compelled to do so.

20. Notices

Without limiting the other ways in which we may give notices to you, we may provide notices to you under these Terms by sending them to any email address you provide us. You will be treated as having received any email sent by us instantly.

You may only give notices to us (which must be in writing) by delivering them personally, or sending them by certified mail, to our registered office, which is as follows:

Contexto SAS
128 Rue La Boétie,
75008 PARIS
France

21. Miscellaneous

1. Assignment and novation: We may assign or novate any of our rights or obligations under these Terms without your consent.
2. Continued application: These Terms will continue to apply even when you are not using the Site and even if you de-register your account.
3. Variation or waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision.  Further, any consent to depart from any  terms the terms of this Agreement shall be ineffective unless it is confirmed in writing and signed by us. 
4. Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with these Terms is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
5. Cumulative rights: The rights, powers and remedies provided to us in these Terms are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of these Terms.
6. Nature of agreement:  These Terms constitute the entire agreement between you and us in relation to its subject matter. You acknowledge and agree that you have not relied on any representations by us in entering this agreement, except those contained in these Terms.
7. Relationship of parties: The parties are independent contractors with respect to each other. These Terms do not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that Contexto has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
8. Automated use of the Site: Crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the site. You may not provide unauthorised interfaces to any of our applications.

22. Governing Law and Jurisdiction

These Terms are governed by the laws of France, court of PARIS. Any disputes arising in relation to these Terms shall be dealt with in accordance with the disputes procedure in clause 23 below. The jurisdiction and venue for any urgent or interlocutory actions related to these Terms shall be the state of France and the parties hereby submit to the jurisdiction of such courts. 

 

23. Dispute resolution procedure

Not withstanding any else to the contrary in these terms, each Party agrees not to commence court proceedings (except proceedings seeking interlocutory relief) or proceed to arbitration in relation to any dispute relating to these Terms unless it has first, acting in good faith, genuinely attempted to resolve the dispute as set out in this clause.

The dispute resolution procedure is as follows:

1. The Party claiming that a dispute has arisen in relation to these Terms shall give the other party written notice specifying the nature of the dispute; 
2. Within 14 days of receipt of that notice, the Parties must hold discussions and negotiations in good faith in order to attempt to amicably resolve the dispute; and
3. In the event that the Parties cannot resolve the dispute through discussions and negotiations, the Parties shall refer the dispute to an independent mediator as agreed or, failing agreement, as appointed by the French Commercial Court, in accordance with the Mediation Rules and will use their best endeavours to resolve the dispute in mediation. The seat of the mediation will be Paris, France and shall be held in the English or French languages. 

 

24. Interpretation

Unless it is inappropriate in the context:

• the singular includes the plural and vice versa;
• a reference to an individual or person includes a corporation, firm and government body and vice versa;
• a reference to a clause is to a clause of these Terms;
• a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
• any covenant, agreement or warranty on the part of or in favour of two or more persons is deemed to bind or be in favour of them jointly as well as each of them severally;
• the meaning of general words is not limited by specific examples introduced by ‘including’, ‘such as’, ‘for example’ or ‘even if’, or other similar expressions;
• a reference to a document (including these Terms) includes the document as modified from time to time and any document replacing it;
• a reference to one gender includes each gender; and
• headings are included for convenience and do not affect interpretation.

Last Updated: May 25 2018