TERMS AND CONDITIONS

 

The Company is PROFINITY LTD. Registered as a limited liability company in the Republic of Cyprus with registration number HE422224 and having its Registered address at Panikou Charaki 97, Mesa Geitonia, Panthea 4007, Cyprus.

 

1. ACCEPTANCE OF TERMS

  1. By accessing this Website, you signify your agreement with and understanding of the following Terms and Conditions relating to both this site and any material contained in it.
  2. This document is an Agreement by and between the Members and/or the Users (also referred to as “you” or “your”) and PROFINITY LTD (herein after “us”, “our”, “we”, the “Company” or “Profinder”) in relation to the provision of services with us (hereinafter referred to as these “Terms and Conditions” and/or “this Agreement”), and contains the terms and conditions that apply to the access and/or use of any of our Website(s), Electronic Platform(s), Software and/or Services.
  3. You agree not to use the Website and/or Services for any purpose that is unlawful or prohibited by these Terms and Conditions.
  4. The Agreement, as amended from time to time, sets out the terms upon which the Company will offer Services to the member and shall govern the relationship between the Parties.
  5. By accessing or using any part of the website, www.profinder.com.cy, you agree to be bound by the following conditions of use. If you do not wish to be bound by these conditions, you may not access or use the Website.
  6. The Company reserves the right to update or amend these Terms and Conditions at any time and your continued use of the Website and/or Services following any changes shall be deemed to be your acceptance of such change. It is therefore your responsibility to check the Terms and Conditions regularly for any changes and/or updates.
  7. The Company may provide the Agreement and/or any document and/or any communication and/or any information in languages other than English. Any translated version of the aforementioned in a language other than English, may be provided solely for informational and/or convenience purposes only and do not bind the Company or have any legal effect whatsoever. In the event of a dispute the respective English version shall prevail. Therefore, the Client should always refer to the English version.
  8. The Agreement overrides any other agreements, arrangements, express or implied statements made by the Company or any other party unless we, in our sole discretion, determine otherwise. Any acts, omissions or representations (oral or otherwise) made by you or us (including any of our employees you have dealings with) shall not amend or take priority over the Agreement.
  9. You accept the Agreement during the process of registration as a member of our Services. By accepting the Agreement, you enter into a legally binding agreement with us.
  10. For any questions or notices, you may contact the Company at: info@profinder.com.cy

 

2. ACKNOWLEDGEMENTS

  1. The Company shall not be contractually committed with any legal or/and natural person wishing to become member of the Company until such time that the Company has confirmed to such person that it has opened an Account on his behalf and the member has successfully initially funded such an Account.
  2. The Agreement as amended from time to time and as they are published on the website of the Company, override any previous, current or future representation, expressed or implied, made or to be made by the Company and/or any of its representatives, and shall be the only legally enforceable mean that defines the relationship between the member(s) and the Company.
  3. The member acknowledges that he has read, fully understood and accepted the contents of this Agreement together with the Privacy Policy and solely based on these contents he has willingly entered into a legally binding agreement with the Company. For all the information about the Company and its activities, including any other documentation referenced in this agreement, the member should always refer to the legal documentation posted on the website of the Company.
  4. The member accepts and understands that it is the members’ full responsibility to monitor for updates of the applicable Agreement in force as published on the website of the Company from time to time. Any viewer or user of the Company’s website, whether member, client or not, accepts and understands that the continued viewing or use, of the website of the Company, or of any form of access through this website of information shown or of a service offered by the Company, constitutes knowledge and acceptance of the Agreement and all its contents.

 

3. DEFINITIONS OF TERMS

  1. User(s) is defined as the individual and/or any Company and/or other legal entities and/or organizations that visits and/or makes use of the Website and/or the Services for the purpose of finding Professionals/Members who wish to undertake and perform the work in question.
  2. Member(s) is defined as the individual and/or the individual undertaking and/or any legal person who has created a personal Profile on the website and who represents himself and/or his subcontractors and/or employees concerning to the participation on the website and the completion of the work undertaken through him. The definition of Member(s) also includes individuals and/or legal entities and/or legal persons who are exceptionally not registered on the website and to whom the Company may request to serve the User(s) in case there is no registered Member interested in performing specific services requested by the User(s).
  3. Profile is defined as the website through which the Members promotes his services and which is accessible through the Website and belongs to the Company.
  4. Service(s) is defined as the content of any service posted to the Website that can legitimately be the subject of services by a member and can be offered directly or indirectly by the website and/or by his legal representatives, representatives and employees.
  5. Offer is defined as the expression of interest on the part of the Member for the taking up of a job posted in the website.
  6. Authorized Partner is defined as an employee and/or agent and/or agent of the Company, who deals with the Member for the purposes of use by the latter of the services of the website, i.e. with regard to the registration of the Professional and/or the making of payments to the Company.
  7. Intellectual Property Rights shall mean patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer software), database rights, semi-conductor topography rights,, rights in know- how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all other rights or forms of protection having equivalent or similar effect anywhere in the world.
  8. Website is defined as all websites that start with: www.profinder.com.cy.

Words importing the singular shall import the plural and vice versa. Words importing the masculine shall import the feminine and vice versa. Words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.

Paragraph headings are for ease of reference only.

Any reference to any act or regulation or Law shall be that act or regulation, or Law as amended, modified, supplemented, consolidated, re-enacted or replaced from time to time, all guidance noted, directives, statutory instruments, regulations or orders made pursuant to such and any statutory provision of which that statutory provision is a re-enactment, replacement or modification.

 

4. OTHER APPLICABLE TERMS

  1. These Terms and Conditions refer to the following additional terms, which also apply to the use of the Website:
    • The Company’s privacy notice which sets out the terms on which we process any personal data we collect from you or that you provide to the Company (“Privacy Notice”). The Privacy Notice also sets out who we share the content you upload or provide with.
    • If you are a member, the Company’s Code of Conduct and Ethics will apply to the way in which you conduct your business.
  2. The Company may obtain information about a member’s knowledge and experience in the Member’s business and/or professional field so that we can assess whether the service or product envisaged is appropriate for the User(s). The Company shall assume that information about the Member’s knowledge and experience is accurate and shall bear no responsibility if such information is inaccurate or there were changes without informing us.
  3. If any of the members fail to provide sufficient information in this regard (or fail to provide any information), we will not be able to assess whether any member has the necessary knowledge and experience to proceed with the provision of specific services. If any member still wish to Subscribe, we may do so, but we shall not be able to determine whether any of the provided services will be appropriate for the User(s).
  4. The Member(s) confirm that specific details (name of the Member – either physical person or legal entity -, postal and/or registered address, contact number, email, name of responsible person) will be duly published on the Website and will be available to any visitor and/or user.

 

5. ACCESS TO THE WEBSITE

  1. The Company does not guarantee that the Website or any content contained on the Website will always be available or be uninterrupted.
  2. You are responsible for making all arrangements necessary for you to have access to the Website.
  3. Your access to the Website is permitted on a temporary basis only.
  4. The Company may suspend, withdraw, discontinue, or change all or any part of the Website without notice to you.
  5. The Company will not be liable to you for any reason if the Website is unavailable at any time or for any period.

 

6. REGISTRATION – CREATE ACCOUNT

  1. Only registered Users have the ability to make use of the Company’s Services. Each Customer can create his personal account by filling in the requested fields in the online registration form found on the main page of the Website. However, it is acknowledged that the Company on its own discretion, and without any responsibility, may reject any requests to create an account.
  2. Users and Members can view the Privacy Policy to find out what information we publish on our web site and/or we collect during the registration process and how we use it.
  3. User(s) are fully responsible for maintaining the security of their password and in general of his account. The Company bears no responsibility for any act and/or action taken in or through the User(s)’ account, hence user(s) must notify the Company as soon as they notice any unauthorized use and/or any breach of their account.
  4. In case a User wishes to delete his account, he should contact the Company at the following e-mail address: info@profinder.com.cy.
  5. Although the Company makes every effort to ensure the best possible service, there is no guarantee and it bears no responsibility in case a Member is found not suitable for a posted Service. Furthermore, the Company is not responsible in the event of a fraudulent, inaccurate or incomplete offer by a Member.

 

7. AGREEMENT BETWEEN THE USER(S) AND THE MEMBER(S)

  1. The User and the Member are free to negotiate the specific conditions for the performance of the provided services and more generally the conditions governing any agreement between them. The Company does not take part and bears no responsibility for negotiating the terms of execution of the services offered by the Member(s).
  2. THE COMPANY SHALL NOT BE PART OF ANY CONTRACT (DIRECT OR INDIRECT) IN ANY WAY SIGNED AND/OR AGREED BETWEEN WITH THE USER(S) AND MEMBER(S).
  3. The Company only facilitates the Website and exclusively provides an online space where the users and the members may conclude an Agreement in the manner and type of their choice. Therefore, you acknowledge that any agreement entered into by the User with a Member does not in any way bind the Company and that the Company is not responsible for any claims due to any disputes, acts or omissions in connection with the conclusion, validity or execution of any agreement between the User(s) and the Member(s), including the the Member’s fee/remuneration of the Members by the User(s).
  4. Furthermore, you acknowledge that even if the Company contact either the User and/or the Member by telephone, in order to facilitate their communication with each other, this action does not imply that the Company becomes a party to any agreement concluded between the User(s) and the Member(s), and the Company is not responsible for claims against each other.
  5. The Company bears no responsibility whatsoever and any claim as to the following:
    a) Execution of services by the Member(s)
    The Company shall not be liable for the proper performance for the quality or suitability of the services provided by the Members or his subcontractors and for any related claim, such as but not limited to any claims for theft or damage caused to persons, objects, assets and other assets or by other direct, indirect or ancillary damages that the User(s) may suffer from the Member(s).
    b) Financial Terms – Transaction
    Since the Company is part of the agreement between the User(s) and the Member(s), in cases where it is possible for the two parties to negotiate and where relevant terms are not fully defined and/or described in the Website (see description of the service), the Company is not liable and cannot be involved in the preparation of any financial and/or other terms and conditions that will govern the Agreement between the User(s) and the Member(s) (for example, member’s remuneration/fees, provision of specific services and their duration). It is therefore the sole responsibility of the User(s) and the Member(s) to negotiate, agree and abide by any additional terms and conditions.
    In cases where the Company may provide an estimate of the cost/fees of the services provided by the Member(s), you acknowledge that the said costs/fees, estimated by the Company, are indicative and provided only for the convenience of the User and that under no circumstances the amount will be mentioned by the Company as indicative for the provision of specific services is binding by the User and/or the Member (who may set a lower or higher fee).

The Company does not participate in any financial transaction between User(s) and the Member(s).

THE USER(S) MUST DULY REMUNERATE THE MEMBER(S) DIRECTLY AND THE MEMBER(S) SOULD CLAIM ANY USER(S)’ AMOUNT DUE EXCLUSIVELY AND ONLY FROM THE USER (AND NOT FROM THE COMPANY) FOR THE PERFORMANCE OF ANY SERVICES.

 

8. COMPLIANCE WITH LAWS AND REGULATIONS

  1. Applicable laws and regulations of the Republic of Cyprus and/or any other relevant legal framework issued by the European Union should be complied by the User(s) and the Member(s) and ensure that the Agreement signed between the two parties does not contradict any of the above-mentioned regulation.
  2. The Company draws your attention to the following legal framework:
    1. Compliance with the VAT and/or Tax Regulation
      The User and the Member should comply with the Tax Regulation, ensure the imposition of VAT to specific products/services and the issuance of receipt from the Member(s) to the User(s) in any financial transaction will be proceeded. The Company does not bear any responsibility for the omission of the above said regulation by the Member(s) and/or the User(s).
    2. Compliance with the Insurance Regulation
      The User should make sure that the Member(s) are duly license and/or ensured according to the applicable Regulation before the acceptance of the provision of any services.
  3. The Company cannot confirm and/or guarantee that the Member(s) and/or their employees and/or their representatives are fully ensured, therefore bears absolutely no responsibility, and refuse any claims against any direct and/or damage in the event the Member(s) may not be ensured. Further, the Company cannot be responsible for any legal claim in case of any accident, injury or death of a Member during the provision of any services to the User(s).

 

9. SUBSCRIPTION TO THE WEBSITE, REMUNERATION PACKAGES AND PAYMENTS

  1. The Members shall pay a subscription fee to the Company’s Website on annual basis. A renewal of a Member’s subscription shall be applied automatically upon the termination of the first subscription except any of the termination clauses mentioned in Section 21 below of this Agreement are applicable.
  2. The Members shall pay a monthly fee to the Company for marketing their services on the Company’s Website.
  3. The Company offers one (1) package of remuneration which costs Euros 100 per year.
  4. Members grant the Company the authorisation to receive any funds for the account of the Members paid by the Users, whether by online means or in cash.
  5. In the event of a cash payment by the User after the services of the Members have been completed successfully, the Members shall be responsible for collecting the cash payment and reconciling with the Company accordingly.
  6. In the event of an online payment received by the Client for the services of the Members, the Company shall collect the money and reconcile the payments with the Members accordingly.

 

10. INTELLECTUAL PROPERTY RIGHTS

  1. All copyrights, trademarks, patents, trade secrets and other title, ownership rights and Intellectual Property Rights in and/or relating to: (a) our Webiste; (b) our Services; (c) any other of our platforms or Software (including, without limitation, Demos and any relevant System Documentation and/or users’ manuals); (d) this Agreement; (e) the Price Quotes we provide; and/or (f) any Pricing Data or other information transmitted via our Website or otherwise, (hereinafter, collectively, referred to as “Intellectual Property Assets”), are our sole and exclusive property and/or, as the case may be, of our the third party service provider(s) which granted us the right to supply them (“Third Party Licensors”).
  2. Our Website (including, without limitation, any other of our platforms and/or Software) may incorporate third party data, text, images, software, multi-media materials and other content (“Third Party Content”) and references to the term “Intellectual Property Assets” shall be taken to include all materials, content and services made available from time to time via our Website, whether viewed on screen or downloaded to another computer including, without limitation, Third Party Content.
  3. The Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website and the Services) are protected by copyright, trademarks, and other intellectual property rights and laws. In accessing the Website, you agree that you will access the contents solely for your personal, non-commercial use.
  4. You acknowledge that all Intellectual Property Rights in the Website are owned by us and/or our licensors.
  5. You will not:
    1. Copy, record, edit, alter or translate any of the Website, or any part of the Website. This shall include, without limitation not removing, editing or otherwise interfering with (or attempting to remove edit or otherwise interfere with) any names, marks, logos or branding on the Website.
    2. Reverse engineer, disassemble or otherwise attempt to derive source code for the Website in whole or in part except to the extent expressly permitted by Law.
    3. In any manner damage or impair any of our Intellectual Property Rights and shall use your best efforts to protect our Intellectual Property Rights from infringement by third parties.
  6. No act of downloading or otherwise copying from this Website will transfer the title of any software or material in this site, to you or any other persons.
  7. None of the content contained on the Website may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the Company.
  8. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial use only or for use by the Company members in promoting their business.
  9. When you upload any content (including text or photographs) to the Website, you assign all rights in such content to the Company.
  10. You agree to the Company using the name you submit in connection with the content you upload.
  11. You agree that once you have submitted content, the content will become the property of the Company and you cannot recall any part of such content.
  12. The website, all copies and any derivative work thereof (by whoever created), the associated goodwill and any Intellectual Property Rights in the website, are and shall remain owned solely by us or our licensors. Except for the license granted as described in Section 7, no other license, right, or interest in any goodwill or Intellectual Property Right in the Website or any part or derivative work thereof is granted or conveyed to you.
  13. Unless expressly permitted in this Agreement, you shall not:
    1. assign, sublicense, transfer, pledge, lease, rent, distribute or share the Website or any rights thereto under the Client Agreements;
    2. separate any component part of the Website, or separately use any component part thereof on any equipment, machinery, hardware or system whatsoever;
    3. decompile, disassemble, reverse compile, reverse engineer, create derivative works of or reproduce (other than one copy solely for backup and archival purposes) the Website or any parts thereof;
    4. remove or destroy any proprietary marking or legends placed upon or contained within the Website;
    5. develop methods to enable unauthorized parties to use the Website;
    6. attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Website by any means whatsoever;
    7. provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Website for the benefit of third parties;
    8. work around any technical limitations in the Website, or use any tool to enable features or functionalities that are otherwise disabled in the Website;
    9. use similar processes and functions to develop competing features or functions with the Website;
    10. use the Website to conduct any fraudulent, inappropriate or illegal activities, including without limitation deceptive impersonation;
    11. permit or encourage any third party to do any of the foregoing.
  14. www.profinder.com.cy is the only authorised domain and website of the Company.

 

 

11. NO RELIANCE ON INFORMATION OR SPEED OF SERVICE

  1. The content contained on the Website is provided for general information, marketing and advertising the services of its members only. It is not intended to amount to advice on which you should rely on.
  2. Although the Company makes reasonable efforts to update the information on the Website, please note that the content contained on the Website may be out of date at any given time and the Company are under no obligation to update it.
  3. In case of users experiencing emergency situations the Company aims to put such users in touch with members who are able to provide a fast response. However, the Company cannot guarantee a specific response time and will not be liable for the failure of any member to succeed in providing any service in any specific time quoted.
  4. The pricing displayed is offered by the members and is not offered, underwritten or approved by the Company. Any agreement reached between Member(s) and User(s) is based on this or any other pricing structure is a contract between Member(s) and User(s).

 

12. PROHIBITED USE

  1. You agree to use the Website for lawful purposes only and not:
    1. In any way that breaches any applicable local, national or international law or regulation;
    2. In a way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    3. For the purposes of harming or attempting to harm any person, business or entity in anyway;
    4. To undermine the purpose and provision of Services;
    5. To gain a competitive advantage over any businesses in your sector;
    6. To act in competition with the Services;
    7. To violate the privacy of others;
    8. To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of solicitation;
    9. To reproduce, duplicate, copy, sub-licence, broadcast, distribute, sell, re-brand or re-sell any part of the Website (without the Company’s express consent).

 

13. LINKS TO THIRD PARTY WEBSITES AND LINKING TO THE WEBSITE

  1. The Website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that the Company no control over such websites and is not responsible for the content or availability of any such websites.
  2. The links provided on the website is for your personal convenience, we do not review, control, or monitor the privacy or other practices of websites operated by others.
  3. You may link to the Website’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
  4. You must not establish a link in such a way as to suggest any form of association, approval or endorsement by the Company where none exists.
  5. The Company reserves the right to withdraw linking permission without notice.

 

14. VIRUSES

  1. The Company cannot guarantee that the Website will be secure or free from bugs or viruses.
  2. The Company will not be liable for any loss or damage caused by a virus, or any other technologically harmful material that may infect your computer equipment, data, computer programs or other proprietary material due to your use of the Website or to your downloading of any content on the Website, or linked to the Website, where the Company has taken reasonable security to prevent this.
  3. You shall take all reasonable steps to:
    1. prevent any virus infections, security breaches, and other disabling events from damaging the Website due to your actions or omissions.
    2. implement and plan to operate and maintain appropriate protection in relation to the security and control of access to your computer, computer viruses or other similar harmful or inappropriate materials, devices, information or data.

 

15. INDEMNITY

  1. You agree to comply with all applicable laws regarding the transmission of technical data exported from Cyprus or the country in which you reside (if different) and with all local laws and rules regarding acceptable use of and conduct on the Internet.
  2. You agree to indemnify and hold the Company and its employees and agents harmless from and against any breach by you of these Terms and Conditions and any claim or demand brought against the Company by any third party arising out of your use of the Services and/or any Content submitted, posted or transmitted through the Services, including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) howsoever suffered or incurred by the Company in consequence of your breach of these Terms and Conditions.
  3. You also agree to promptly pay us all damages, costs and expenses, including legal fees, we have incurred in the enforcement of any of the provisions of the Agreement.

 

16. DISCLAIMERS AND LIMITATION OF LIABILITY

  1. The information on this site is provided “as it is” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
  2. To the extent permitted by Law, the Company will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website/Services.
  3. The Company does not warrant the accuracy of the materials provided herein, expressly or implicitly, for any particular purpose and expressly disclaims any warranties of merchantability or fitness for a particular purpose. The Company will not be responsible for any loss or damage that could result from the interception by third parties of any information made available to you via this site.
  4. The Company makes no warranty that the functionality of the Website/Services will be uninterrupted or error free, that defects will be corrected or that the Website/Services or the server that makes them available are free of viruses or anything else that may be harmful or destructive.
  5. The Company will not be liable to you for any loss suffered (even if such loss is foreseeable) in relation to your use or inability to use the Website, any inaccuracies or delays on the Website or any reliance by you on content contained on the Website.
  6. Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of the Company or death or personal injury as a result of the negligence of the Company or that of its employees or agents.
  7. Nothing in these Terms and Conditions shall affect your statutory rights as a user or member.
  8. Whilst every effort is made to verify statements and information submitted by the public and the Company members, the information compiled by the Company is based on information supplied by various individuals and businesses, it does not represent the views of the Company and the Company cannot be held responsible for any omissions or inaccurate claims that may appear.
  9. Users of the service do hereby represent, understand and expressly agree that the Company does not make any warranty or guarantee over the quality, timing, integrity, responsibility, legality or any other aspect whatsoever of the materials or services offered or delivered by its members to their customers.
  10. You hereby expressly agree not to hold the Company (or the Company’s agents, representatives or employees) liable for any instruction, advice or services delivered which originated through the website or associated Services and the Company expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

 

17. CONTENT LIABILITY

  1. We shall have no responsibility or liability for any content appearing on your Website. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your website, or within any context containing content or materials that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

 

18. RESERVATION OF RIGHTS

  1. We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.

 

19. REMOVAL OF LINKS FROM OUR WEBSITE

  1. If you find any link on our website or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

 

20. ONLINE DISPUTE RESOLUTION

  1. All consumers resident in Europe have the right to file a complaint for any dispute stemming from online sale of goods and services contracts. This is an outside of the court method, using the alternative dispute resolution platform established by the European Commission. The relevant ODR (Online Dispute Resolution) platform is available at http://ec.europa.eu/consumers/odr/.
  2. You can contact us through email at info@profinder.com.cy.

 

21. FORCE MAJEURE

  1. We shall not be in breach of this Agreement and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of any total or partial failure, interruption or delay in the performance of this Agreement occasioned by any act of God, fire, war, civil commotion, labour dispute, act of government, state, governmental or supranational body or authority, or any investment exchange and/or clearing house, inability to communicate with market makers for whatever reason, failure of any computer dealing system, any other breakdown or failure of transmission in communication facilities of whatever nature, between us and you or any other third-party whatsoever, or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control (a “Force Majeure Event”). Neither Party shall be liable to the other Party as a direct result of any delay or failure to perform its obligations under these Terms and Conditions as result of a Force Majeure Event.
  2. If a Force Majeure Event prevents either Party from performing its obligations under these Terms and Conditions, for a period of more than four (4) weeks, either Party shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the other Party.
  3. If we determines that a Force Majeure Event exists or is about to occur then it may (without prejudice to any other rights under this Agreement and at its sole discretion) take such action as it deems necessary or appropriate in the circumstances, having regard to member(s) or user(s), and neither we, nor any of its directors, officers, employees, agents or advisers will be liable for any failure, hindrance or delay in performing its obligations under this Agreement or for taking or omitting to take any action pursuant to this subparagraph.

 

22. UPLOADING CONTENT TO THE WEBSITE

  1. If you are over the age of 18 you are permitted to upload content. Where you upload content to the Website you must ensure that all content uploaded:
    1. Is accurate, true, up to date, genuine and not misleading;
    2. Complies with applicable law in Cyprus and in any country from which the content is posted or viewed and does not promote illegal activity;
    3. Complies with the Privacy Notice and does not disclose any personal or confidential information;
    4. Does not contain material which is or potentially could be defamatory, obscene, aggressive, offensive, hateful, inflammatory or rude;
    5. Does not infringe the copyright or any intellectual property rights of any person and where such content relates to an image, you must ensure that all necessary consents and authorisations have been obtained;
    6. Does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
    7. Does not relate to the services provided by the Company;
    8. Does not have the purpose or effect of advertising, discussing or commenting on third party businesses who are not a Member;
    9. Is not threatening, abusive or invades others privacy or causes annoyance, inconvenience or needless anxiety;
    10. Does not impersonate any person or misrepresent identities or affiliations; or
    11. Does not give the impression that it emanates from the Company (if this is not the case).
  2. Where content you upload does not comply with the Content Standards or requires clarification, the Company may contact you for further information, before publishing such content.
  3. You warrant that all content you upload shall comply with the Content Standards, and you agree to indemnify the Company for any loss the Company suffers as a result of your failure to comply with the Content Standards.
  4. The Company will not be responsible, or liable to any third party, for the content or accuracy of any content uploaded by you to the Website.
  5. The Company reserves the right to remove or withhold any content at any time which it considers fails to adhere with the Content Standards set out this Section 16.
  6. The Company reserves the right to edit content you upload to amend spelling, grammar, punctuation, length, for the purposes of clarity and to ensure that the content can comply with the Content Standards.

 

23. THE COMPANY’S RIGHTS

  1. The Company will determine at its discretion, whether you have failed to comply with these Terms and Conditions. Failure to comply with these Terms and Conditions constitutes a material breach and may result in:
    1. Temporarily or permanently withdraw your access to the Website;
    2. Commence legal proceedings against you for your actions;
    3. Disclose necessary information to law enforcement authorities.

 

24. SEVERANCE

  1. Should any part of these Terms and Conditions be held by any Court of competent jurisdiction to be unenforceable or illegal or contravene any rule, or regulation, that part will be deemed to have been excluded from these Terms and Conditions from the beginning, and these Terms and Conditions will be interpreted and enforced as though the provision had never been included and the legality or enforceability of the remaining provisions of these Terms and Conditions or the legality, validity of enforceability of this provision in accordance with the applicable laws and/or regulations of any other jurisdiction, shall not be affected.

 

25. WAIVER

  1. Any failure to exercise or any delay in exercising a right or remedy provided by these Terms and Conditions will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of these Terms and Conditions will not constitute any waiver of any other breach and will not affect the other terms of these Terms and Conditions.

 

26. GOVERNING LAW AND JURISDICTION

  1. These Terms and Conditions shall be governed by and construed in accordance with the laws of Cyprus and you hereby submit to the exclusive jurisdiction to the courts of Cyprus, subject to the dispute resolution provisions set forth hereinafter, you irrevocably agree for our exclusive benefit that the courts of Cyprus are to have jurisdiction to settle any disputed which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts.
  2. Nothing contained in this section shall, however limit the Company’s right to take proceedings against you or any Member in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether currently or not, to the extent permitted by the law of such other jurisdiction.

 

27. TERMINATION OF MEMBERS’ RELATIONSHIP

Without prejudice to any other provisions of any Agreements by and between the Company and the Members, including, without limitation, these Terms and Conditions, in particular, but without limitation, those pertaining to Events of Default, our relationship under this Agreement shall remain in force until terminated by either Party.

Unless required by Applicable Laws, Rules and/or Regulations either Party may terminate this Agreement (and the relationship between us) by giving seven (7) calendar days’ written notice of termination to the other.

We may terminate this Agreement with immediate effect and without prior notice being required, however, if a member fails to observe or perform any provision of the Agreement and/or any agreements by and between us, including, without limitation, these Terms and Conditions, or in case of an Event of Default, other than in the case of Force Majeure.

 

28. EFFECTS OF TERMINATION OF CLIENT RELATIONSHIP

  1. Upon terminating this Agreement and/or any agreements by and between us all amounts payable by you to us will become immediately due and payable including (but without limitation): (a) all outstanding fees, charges and commissions; (b) any dealing expenses incurred by terminating this Agreement; and (c) any losses and expenses realized in closing out your subscription.
  2. On termination, we shall complete all transactions and/or Contracts that are already entered into and these Terms and Conditions shall continue to bind both parties in relation to such Contracts.
  3. Termination shall not affect then outstanding rights and obligations (in particular, without limitation, relating to the Indemnities and Limitation of Liability Clauses and the Miscellaneous and Governing Law Clauses) and contracts which shall continue to be governed by this Agreement and the particular clauses agreed upon by and between you and us in relation to such Transactions and/or Contracts, until all obligations have been fully performed.
  4. In the event that you involve us, directly or indirectly, in any type of fraud, we reserve the right, at our sole discretion and without prejudice to any other rights we may have under the Agreement and/or any agreements by and between us, including, without limitation, these Terms and Conditions, to reverse all previous Transactions and/or Contracts, which would or could place our interests and/or any of our (other) users’ or members interests at risk.

 

29. COMMUNICATION, WRITTEN NOTICES AND LANGUAGE

  1. Unless the contrary is specifically provided in this Agreement, any notice, request or other communication to be given to the Company by you under the Agreement shall be sent to the Company’s address (or to any other address which the Company may from time to time specify to the Client for this purpose) by email, facsimile, post if posted in Cyprus, or airmail if posted outside Cyprus, or commercial courier service and shall be deemed delivered only when actually received by the Company at the contact details appearing in the first page.
  2. The following methods of communication are considered as Written Notice from the Company to the User(s) or the Member(s): email, post, commercial courier service, air mail or the Company’s Website.
  3. The following methods of communication are considered as Written Notice from the User(s) and/or the Member(s) to the Company: email, post, commercial courier service or air mail or commercial courier.
  4. Any communications sent to the Member(s) or the User(s) (documents, notices, confirmations, etc.) are deemed received:
    1. If sent by email, within one hour after emailing it and provided the email has left from the Company’s outlook.
    2. If sent by telephone, once the telephone conversation has been finished. e. If sent by post, seven (7) calendar days after posting it.
    3. If sent via commercial courier service, at the date of signing of the document on receipt of such notice.
    4. If sent by air mail, eight (8) Business Days after the date of their dispatch.
    5. If posted on the Website, within one hour after it has been posted.

 

30. ENTIRE AGREEMENT

  1. The Agreement set out the entire agreement and understanding between the parties in respect of the matters dealt with in them. They supersede any previous agreement or understanding between you and us in respect of their subject matter.
  2. You represent and agree that in entering into the Agreement you do not rely on, and will have no remedy in respect of, any, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.

 

 

APPENDIX A – MEMBERS’ OBLIGATIONS

 

  1. Unavailable Services
    1. In the event that a service is not available, and a professional will not be able to conclude its obligations for any reason, the Member should immediately, without culpable delay, access the Company’s platform and deactivate all unavailable services.
    2. In the extreme cases where the platform is not accessible for any reason the Member shall inform the Company via email, phone or any other means of communication agreed, about the unavailability.
  2. User Claims
    1. The Members shall be solely responsible and liable for any and all users’ queries, claims and/or complaints in respect of the contents and quality of all provided Services and any consequential effects arising from such events. Both the Member(s) and the Company will offer, during working hours, an email address to receive customer claims.
    2. In the event that any claims are received directly by the Company, the Member(s) must collaborate with the Company in order to provide the required attention and immediate response to such claims.
  3. Reporting on Members
    1. All Members shall inform the Company should they witness any behaviour or conduct of any of other Members who were responsible to undertake and perform the work in question, which does not conform with the Company’s standards and requirements or any applicable Laws or Regulations including but not limited to: not using the correct equipment, not suing an appropriate delivery carrier as such products may reasonably require, behaving in an unprofessional manner, not handling the products or the personal objects of the Users with care, or causing any intentional damages or delays in the arrival of the meeting point with the Users.
  4. Professional Standards
    1. Any Member shall perform its obligations under this Agreement at all times in a competent, professional, and business-like manner, within established industry standards, adopt best practices and principles, and within the time requirements and deadlines set forth herein.
  5. Legal and Ethical Obligations
    1. The Members undertake not to discriminate against any person or business for whatsoever reason, including but not limited to, their race, colour, ethnic group, sex, sexual orientation, religion or political reliefs.
    2. The Members undertake not to engage, directly or indirectly, in any child labour activities or in any corrupt practices.
  6. Non-Disparagement
    1. The Members shall not make any statements, or take any other actions whatsoever directly or indirectly, to discourage the use of the Company’s Platform/Website (including but not limited to discouragement for the benefit of other platform providers), or disparage, or compromise the name, brand or reputation of the Company or any of its affiliates or promote and advertise other platform providers to the detriment of the Company or Platform, or commit any other action that could likely injure, hinder or interfere with the business of the Company or its affiliates.
    2. Any complaints that the Members may have, should be raised with the Company in accordance with the Terms of this Agreement.
  7. Restriction and Suspension
    1. Notwithstanding anything provided in this Agreement, the Company shall have the right to restrict or suspect the membership, in whole or in part, in the cases indicated in section 8.2, accordingly, by providing the Member prior to or at the time of the restriction of the suspension taking-effect, with a statement of reasons for that decision in a durable medium, unless it is subject to a legal or regulatory obligation to the Member having repeatedly breached this Agreement.
    2. The Company shall have the right to temporarily restrict and/or suspend accordingly, any or all the Services to the Member, without any liability to Foody if:
      1. The Member has failed to pay any Company invoice that has come due;
      2. The Member(s) is in breach of any terms of this Agreement or may be negatively affecting the Company’s business.
      3. The Member(s) promotes services using the logo or trademark of a competitor.
      4. If the Member(s) repeatedly rejects business offers from Users.
      5. If the Member is not in line with appropriate hygiene standards or any other safety standards.
      6. When the Member is damaging the Company’s reputation or Brand in any way.
      7. In case where the Member acts in an inappropriate way towards Company’s employees and/or website users, in any way.
      8. If the Member is continuously violating the terms and provisions on Personal Data Protection.
  8. Member Assurances
    1. All Members represent, warrant and convene that the Company’s trade name and other associated trade names and brands will not be used for any other purposes other than those explicitly authorised in this Agreement.
  9. Adherence to the Company’s Instructions
    1. The Members shall comply with this Agreement and follow all instructions and guidelines of the Company when using Company’s logo/trademark within its marketing campaigns, marketing materials (stickers, brochures, etc.), websites and social media channels.
  10. Platform Ownership and Use
    1. The Platform shall remain the property of the Company at all times. The Members shall not copy, modify, reverse engineer, or attempt to discover the source code of the platform except with the Company’s prior express written consent.
    2. The Company reserves the right to periodically update the platform and any system access or equipment the Members may use to access or use the Platform.
  11. Members’ Access to Personal Data or Other Date of the Users
    1. During the Terms of this Agreement, the Company shall provide to the Members, with the following data and personal data belonging to the Company Users (“User Data”) as needed to effect delivery of purchased Services.
    2. Such User Data include: the account name, personal address, and telephone number or other information provided by the Company users that are considered necessary to perform the service, such as special instructions or additional information about the meeting point address in the form of a comment, directly from the User.
    3. The Members hereby undertake to only use the User Data for the purposes of the individual delivery and customer inquiries, in accordance with the terms of this Agreement and in accordance with the provisions of the relevant data protection legislation and shall not retain, store or process, in any manner whatsoever, any part of the User Data, unless legally required to do so.
    4. The Members may not carry out any processing activities for their own purpose, use the User Data for marketing purposes or to contact the User directly or indirectly without the written approval of the Company.

 

By accepting this Terms and Conditions for the Use of the Website document, you acknowledge and confirm that our official legally binding language is English. In the event of any discrepancy or inconsistency between any documentation, information, and communications in any other language other than English, the English documentation, information and communications shall prevail.