Terms & Conditions

CONSULTANT TERMS AND CONDITIONS 

• About us

1. 1. 1. Company details. GIGGED LTD (company number SC634255) (we and us) is a company registered in Scotland and our registered office is at 3 Muirhouse Lane, Lanark, Scotland, ML11 8NX.  Our trading name is GIGGED.AI and our main trading address is 77 Renfrew Street, Glasgow, G2 3BZ. Our VAT number is 367243387. We operate the platform www.gigged.ai (Platform).  

• Contacting us. To contact us, telephone our customer service team at 0113 868 2945 or email us at [email protected]. How to give us formal notice of any matter under the Contract is set out in 16.2.

• Our contract with you

1. 1. 1. Our contract. These terms and conditions (Terms) apply to the provision of Services by us to you via the Platform (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
      2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

• Language. These Terms and the Contract are made only in the English language.

1. 1. 1. Your copy. You should print off a copy of these Terms or save them to your computer for future reference. 

• What we will do for you 

1. 1. The Services: The Services consist of all services available to you on the Platform by us, and include the following:
      
      1. We will maintain the Platform, onto which you may create a profile and respond to projects listed by companies seeking suitably qualified and experienced consultants (Consultants), using our specially designed project questionnaire (Projects);
      2. We will use our extensive professional networks to source high calibre organisations who will be invited to upload detailed information regarding their businesses and specific Projects for which they are seeking consultants (Organisations);
      3. The software forming part of the Platform will match a Project with suitably qualified Consultants.  If an Organisation wishes to engage with you, they may do so using the Platform and if you and an Organisation agree to work together on a Project, at that point the Platform will generate a statement of work which will set out details of the works (Works) and the parties involved (Statement of Work). The Statement of Work (which may be revised by you and the Organisation until it is in final form), will be accepted by both parties and crystallised, and will form the contract between you and the Organisation in question for the specific Project detailed therein;
      4. We will assign a suitably qualified and experienced customer success manager to each Project when the Statement of Work is generated by the Platform;
      5. Provided the Organisation in question is a medium or large sized enterprise as defined in the UK’s IR35 legislation, the terms of this clause 3.1 (e) will apply.  The Platform will produce a determination, using Qdos Status Review (Determination) confirming that engaging you under a Statement of Work will not be considered deemed employment by H.M. Revenue & Customs (deemed employment being an engagement to which Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies) (Deemed Employment).  A copy of the Determination will be sent to both you and the Organisation at the point of crystallisation of the Statement of Work.  In the event of H. M. Revenue & Customs subsequently determining that your engagement by the Organisation is Deemed Employment we will indemnify the Organisation in respect of any of the Insured Risks (as defined below) up to a maximum of £100,000 per Project in accordance with our insurance arrangements as set out in clause 11.

For the purposes of this clause 3.1 (e) the Insured Risks comprise:

1. Professional fees incurred by our insurer, or an appropriate third party approved by our insurer, in defending us, a client or you (as applicable) should H.M. Revenue & Customs launch any of the following enquiries: HMRC Pay As You Earn (PAYE) Control Visits; HMRC PAYE Disputes; Status (IR35) Enquiries (as more fully detailed in our insurance policy); and
2. Tax, interest and penalties due following the conclusion of a Status (IR35) enquiry (as more fully detailed in our insurance policy).

1. 1. Correcting input errors. Our process allows you to check and amend any errors before submitting your details. Please check your details carefully before confirming them. You are responsible for ensuring that your details and any Statement of Work created from them, are complete and accurate.
   2. Acknowledging Statement of Work. After a Statement of Work has been created, revised (if appropriate), accepted by both parties and crystallised, you will receive an email from us acknowledging that it has been created, but please note that this does not mean that Works can commence. Works can commence as described in 3.4.
   3. Confirmation of Commencement of Works. Before Works can begin under a Statement of Work referred to in clause 3.1 (c), the following needs to occur:
      
      1. both you and the Organisation need to have contracts in place with us:
         
         1. If this is the first Statement of Work generated via the Platform that you are entering into, we will ask that you enter into this Contract with us.  At the point you accept these Terms (Commencement Date) the Contract between you and us will come into existence.  The Contract will cover the provision of the Services by us and the creation of any Statements of Work that you enter into via the Platform until the Contract is terminated.  
         2. We will also ask the Organisation to enter into a separate contract with us, if it is the first Statement of Work that they are entering into via the Platform.  
         3. You or the Organisation may already have entered into contracts with us, in which case we will notify you of that fact.
      2. the Organisation must lodge your fees (plus any VAT, costs and expenses), as set out in the Statement of Work, inclusive of our Fees (as defined in clause 5) in our Account, as referred to in clauses 5 and 6.  The email referred to in clause 3.3 will notify the Organisation that the funds are now due to be lodged in the Account.
      3. once the requirements set out in clause 3.4 (a) and (b) have been satisfied, we will notify you that the Works can commence.

• If we cannot provide Services to you. If we are unable to provide you with the Services for any reason, we will inform you of this by email and we will not proceed any further. 

• Assumptions and Exclusions

1. 1. 1. You should note the following:
         
         1. We give no guarantee that as to the accuracy of any information that an Organisation has inputted into the Platform.
         2. We will not accept liability for anything that you do as part of the Works under a Statement of Works.  
         3. We will not accept liability for any actions of an Organisation either on the Platform or once a Statement of Work has been entered into.

• Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. 

1. 1. 1. Changes to Statement of Work. We reserve the right to amend the format of the Statement of Work created by the Platform from time to time.
      2. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

• Time for performance. We will use all reasonable endeavours to provide the Services within reasonable timescales, but failure to perform the Services by such dates will not give you the right to terminate the Contract.

• Fees 

1. 1. 1. In consideration of us providing the Services you must pay our fees (Fees) in accordance with this 5.
      2. The Fees are calculated as a fixed sum, being 5% of all sums paid to you by an Organisation under a Statement of Work.  
      3. We reserve the right to increase the Fees and any increase will be notified to you in advance.
      4. Our Fees are exclusive of VAT. You must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees. 

• How we are paid 

1. 1. Sums representing your fees (including any VAT, costs and expenses) as set out in a Statement of Work will be paid by the relevant Organisation into our nominated account with Stripe (Account) in terms of clause 3.4(b). The sums will be held on the following conditions:
      
      1. The sums will be retained by us in the Account until there is an Uplift Event;
      2. No sums will be released from the Account pursuant to a Statement of Work except:
         
         1. in the event of there being a Milestone (being a milestone event related to the Works, as defined in a Statement of Work); or
         2. in the event of completion of the Works in a Statement of Work (Completion); or
         3. as ordered by a court or any legal or regulatory authority of competent jurisdiction;

(each an Uplift Event).

1. It is your responsibility to confirm that a Milestone or Completion has occurred under a Statement of Work.  This will generate an email and a Platform alert asking the Organisation to confirm the Milestone or Completion on the Platform.  The Organisation will then have five working days to either confirm the Milestone or Completion, or confirm that there is a dispute between the Organisation and you over the Works (Works Dispute).  In the event of either (i) the Organisation’s confirmation of a Milestone or Completion; or (ii) the Organisation’s failure to respond to the request for confirmation within five working days of the request:
   
   1. We shall send you an electronic invoice in respect of our Fees;
   2. We shall deduct our Fees; and
   3. The balance of the sums paid by the Organisation under the Statement of Work shall be paid directly by us to you from the Account.
2. In the event of a Works Dispute, our customer success manager will mediate the dispute and we shall have the right to request details of the Works Dispute.  All sums relating to the Project will be held in the Account until the Works Dispute has been resolved. Upon resolution of the Works Dispute your customer success manager will uplift the sums and pay the agreed sums to you (and us) and / or return part or all of the sums to the Organisation.

• Your obligations

• It is your responsibility to ensure that:

1. 1. 1. 1. the information you input into the Platform is complete and accurate;
         2. you cooperate with us in all matters relating to the Services;
         3. you provide us with such information and materials we may reasonably require in order to provide the Services, and ensure that such information is complete and accurate in all material respects; and
         4. you interact with the Platform when prompted to do so (either electronically or with input from your customer success manager).
      2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.1 (Your Default):
         
         1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 13 (Termination);
         2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
         3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

• Complaints

If a problem arises or you are dissatisfied with the Services, please contact your Gigged customer success manager who will endeavour to resolve the issue, in accordance with clause 18.

• Intellectual property rights

1. 1. 1. All intellectual property rights in the Platform and in, arising out of, or in connection with the Services (other than Statements of Work generated by the Platform and any intellectual property rights in any materials provided by you) will be owned by us. 
      2. All intellectual property rights in a Statement of Work generated by the Platform in respect of any of Projects will be owed by the Organisation that posts the Project.
      3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the sole purpose of providing the Services to you.
      4. We agree not to use any of your information on marketing materials without receiving your prior written consent in writing.

• How we may use your personal information

1. 1. 1. We will use any personal information you provide to us to:
         
         1. provide the Services; and
         2. process payment of your fees.
      2. We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.
      3. Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (GDPR), the Data Protection Act 2018 and other relevant UK data protection legislation. We are a controller in relation to your personal data for the purpose of the UK GDPR and other relevant UK data protection legislation.

• Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

1. 1. 1. We have obtained insurance cover in respect of our own legal liability for individual claims (excepting claims relating to Insured Risks in terms of clause 3.1 (e)) not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
      2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
         
         1. death or personal injury caused by negligence;
         2. fraud or fraudulent misrepresentation; and
         3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
      3. Subject to clause 11.2, our total liability to an Organisation for Insured Risks in terms of clause 3.1 (e) is £100,000 for any one claim or series of connected claims, which reflects insurance cover that we have obtained in respect of our own legal liability for such claims.  You are responsible for making your own arrangements for the insurance of any excess loss.
      4. Subject to 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
         
         1. loss of profits;
         2. loss of sales or business;
         3. loss of agreements or contracts;
         4. loss of use or corruption of software, data or information;
         5. loss of or damage to goodwill; and
         6. any indirect or consequential loss.
      5. Subject to s 11.2 and 11.3, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1,000,000.
      6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
      7. This 11 will survive termination of the Contract.

• Confidentiality 

1. 1. 1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 12.2.
      2. We each may disclose the other’s confidential information:
         
         1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 12; and
         2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract. 

• Termination, consequences of termination and survival

1. 1. 1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
         
         1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
         2. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
         3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
         4. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

• Consequences of termination

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

1. Survival

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

• Events outside our control

1. 1. 1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 
      2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
         
         1. we will contact you as soon as reasonably possible to notify you; and
         2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over. 
      3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact your customer success manager.  The terms of clause 14.4 will apply to such cancellation.
      4. If you opt to cancel the Contract affected by an Event Outside Our Control in accordance with clause 14.3:
         
         1. before Works under a Statement of Works have commenced, we will refund any sums that the Organisation has paid into the Account to them; or
         2. after Works under a Statement of Works have commenced, this will constitute a Works Dispute to be dealt with in terms of clause 6.3.

• Non-solicitation 

1. 1. 1. If you are introduced to an Organisation in connection with a Project via the Platform, you must not enter into any terms of engagement with that Organisation to carry out any work forming the whole or part of the Works under the Project other than through the proper channels on the Platform, under the Statement of Work and in terms of this Contract (where applicable).
      2. For a period of 3 months after completion of Works under a Statement of Work, you shall not either directly or indirectly by yourselves or by others representing you, deal with, contact or approach any Organisation in order to directly or indirectly solicit or accept work from such Organisation, unless you have first obtained our consent thereto in writing.  All approaches must be made through the proper channels on the Platform.

• Communications between us

1. 1. 1. When we refer to “in writing” in these Terms, this includes email.
      2. Any notice or other communication, other than concerning ordinary day to day business, given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
      3. A notice or other communication is deemed to have been received: 
         
         1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 
         2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
         3. if sent by email, at 9.00 am the next working day after transmission.
      4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 
      5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

• General

• Assignment and transfer

1. 1. 1. 1. We may assign or transfer our rights and obligations under the Contract to another entity.
         2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 
      2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

• Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

• Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

• Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 

• Dispute resolution. 

2. 1. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it then the parties shall follow the procedure set out in this clause:
      
      1. either party shall give the other party written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents.  On service of the Dispute Notice, our customer success manager will contact you and will attempt in good faith to resolve the Dispute;
      2. if you and our customer success manager are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.  Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.
   2. No party may commence any court proceedings under 19 (Governing law and jurisdiction) (in relation to the whole or part of the Dispute until 28 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
   3. If the Dispute is not resolved within 28 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 28 days, or the mediation terminates before the expiration of the said period of 28 days, the Dispute shall be finally resolved by the Scottish courts in accordance with 19 (Governing law and jurisdiction).
   4. Both parties agree to act in good faith in relation to the terms of this clause 18.

• Governing law and jurisdiction. The Contract shall be governed by and construed in accordance with Scots law and we each irrevocably agree to submit all disputes or matters arising out of or in connection with the Contract to the non-exclusive jurisdiction of the Scottish courts.

By clicking you confirm that you have read and accept these Terms and wish to enter into this Contract.  In the event that Works commence under a Statement of Work without these Terms having been accepted, you will be deemed to have accepted the Terms.

• About us

1. 1. 1. Company details. GIGGED LTD (company number SC634255) (we and us) is a company registered in Scotland and our registered office is at 77 Renfrew Street, Glasgow, G2 3BZ.  Our trading name is GIGGED.AI and our main trading address is 77 Renfrew Street, Glasgow, G2 3BZ. Our VAT number is 367243387. We operate the platform www.gigged.ai (Platform).  

• Contacting us. To contact us, telephone our customer service team at 0113 868 2945 or email us at [email protected]. How to give us formal notice of any matter under the Contract is set out in 16.2.

• Our contract with you

1. 1. 1. Our contract. These terms and conditions (Terms) apply to the provision of Services by us to you via the Platform (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
      2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

• Language. These Terms and the Contract are made only in the English language.

1. 1. 1. Your copy. You should print off a copy of these Terms or save them to your computer for future reference. 

• What we will do for you 

1. 1. The Services: 

We use Amiqus software to carry out preliminary identification and due diligence checks on all clients. The Amiqus checks that we carry out integrates with, and collects information available from, Companies House but does not carry out any credit checks. For the purpose of these Terms, we refer to two types of business entities:

1. Enterprises: any entity which, according to Amiqus reports (and without carrying out any credit checks), has an annual turnover of £10m or over; and
2. Start-ups: any entity which, according to Amiqus reports (and without carrying out any credit checks), has an annual turnover of less than £10m.

These Terms apply to both Enterprises and Start-ups unless otherwise provided.

The Services consist of all services available to you on the Platform by us, and include the following:

1. We will maintain the Platform, onto which you may create a profile and upload projects as and when you have a requirement for a Consultant using our specially designed project questionnaire (Project);
2. We will use our extensive professional networks to source high calibre consultants who will be invited to upload detailed information regarding their qualifications and professional experience (Consultants);
3. The software forming part of the Platform will match a Project with suitably qualified Consultants, and when you have liaised with and selected a Consultant for your Project, at that point the Platform will generate a statement of work which will set out details of the works (Works) and the parties involved (Statement of Work). The Statement of Work (which may be revised by you and the Consultant until it is in final form), will be accepted by both parties and crystallised, and will form the contract between you and the Consultant in question for the specific Project detailed therein;
4. We will assign a suitably qualified and experienced customer success manager to each Project when the Statement of Work is generated by the Platform;
5. The terms of this clause 3.1 (e) will apply to Enterprises only.  The Platform will produce a determination, using Qdos Status Review (Determination) confirming that the engagement of a Consultant matched with you under a Statement of Work will not be considered deemed employment by H.M. Revenue & Customs (deemed employment being an engagement to which Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies) (Deemed Employment).  A copy of the Determination will be sent to both you and the Consultant at the point of crystallisation of the Statement of Work.  In the event of H. M. Revenue & Customs subsequently determining that the engagement of a Consultant is Deemed Employment, we will indemnify you in respect of any Insured Risks (as defined below) up to a maximum of £100,000 per Project in accordance with our insurance arrangements as set out in clause 11. 

For the purposes of this clause 3.1 (e) the Insured Risks comprise:

1. Professional fees incurred by our insurer, or an appropriate third party approved by our insurer, in defending us, a Consultant or you (as applicable) should H.M. Revenue & Customs launch any of the following enquiries: HMRC Pay As You Earn (PAYE) Control Visits; HMRC PAYE Disputes; Status (IR35) Enquiries (as more fully detailed in our insurance policy); and
2. Tax, interest and penalties due following the conclusion of a Status (IR35) enquiry (as more fully detailed in our insurance policy).

1. 1. Correcting input errors. Our process allows you to check and amend any errors before submitting your Project. Please check your Project details carefully before confirming it. You are responsible for ensuring that your Project and any Statement of Work created from it, is complete and accurate.
   2. Acknowledging Statement of Work. After a Statement of Work has been created, revised (if appropriate), accepted by both parties and crystallised, you will receive an email from us acknowledging that it has been created, but please note that this does not mean that Works can commence. Works can commence as described in 3.4.
   3. Confirmation of Commencement of Works. Before Works can begin under a Statement of Work referred to in clause 3.1 (c), the following needs to occur:
      1. both you and the Consultant need to have contracts in place with us:
         1. If this is the first Statement of Work that you have generated via the Platform we will ask that you enter into this Contract with us.  At the point you accept these Terms (Commencement Date) the Contract between you and us will come into existence.  The Contract will cover the provision of the Services by us and the creation of any Statements of Work via the Platform until the Contract is terminated.  
         2. We will also ask the Consultant to enter into a separate contract with us, if it is the first Statement of Work that they are entering into via the Platform.  
         3. You or the Consultant may already have entered into contracts with us, in which case we will notify you of that fact.
      2. you must lodge the Consultant’s fees (plus any VAT, costs and expenses), as set out in the Statement of Work, plus our Fees (as defined in clause 5) with us, in accordance with clauses 5 and 6.  The email referred to in clause 3.3 will notify you that the funds are now due to be lodged with us.
      3. once the requirements set out in clause 3.4 (a) and (b) have been satisfied, we will notify you that the Works can commence.

• If we cannot provide Services to you. If we are unable to provide you with the Services for any reason, we will inform you of this by email and we will not proceed any further. 

• Assumptions and Exclusions

1. 1. 1. You should note the following:
         1. We give no guarantee that as to the accuracy of any information that a Consultant has inputted into the Platform.
         2. We will not accept liability for anything the Consultant does as part of the Works under a Statement of Works.  

• Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. 

1. 1. 1. Changes to Statement of Work. We reserve the right to amend the format of the Statement of Work created by the Platform from time to time.
      2. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

• Time for performance. We will use all reasonable endeavours to provide the Services within reasonable timescales, but failure to perform the Services by such dates will not give you the right to terminate the Contract.

• Fees 

1. 1. In consideration of us providing the Services you must pay our fees (Fees) in accordance with this 5.
   2. The Fees are calculated as a fixed sum, being:

1. (for Enterprises) 15 % of all sums paid to a Consultant under a Statement of Work; and
2. (for Start-ups) 10% of all sums paid to a Consultant under a Statement of Work.

1. We reserve the right to increase the Fees and any increase will be notified to you in advance.
2. Our Fees are exclusive of VAT. You must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees. 

• How we are paid 

6.1A (For Enterprises): Sums representing (i) the Consultant’s fees (including any VAT, costs and expenses) as set out in a Statement of Work; plus (ii) our Fees (plus VAT thereon) will be paid to us in full via a Purchase Order (a PO) issued by you. We shall issue an invoice for the PO amount and the following conditions will apply to the payment process: 

1. You will pay all sums payable under the PO (including our Fees) to us, and such sums will be held by us until there is an Uplift Event;
2. No sums will be released from our account pursuant to a Statement of Work except: 

1. in the event of there being a Milestone (being a milestone event related to the Works, as defined in a Statement of Work); or 
2. in the event of completion of the Works in a Statement of Work (Completion); or
3. in the event of the resolution of a Works Dispute (as defined below); or
4. as ordered by a court or any legal or regulatory authority of competent jurisdiction

(each an Uplift Event).

6.1B (For Start-ups): Sums representing (i) the Consultant’s fees (including any VAT, costs and expenses) as set out in a Statement of Work; plus (ii) our Fees (plus VAT thereon) will be paid into our nominated account with Stripe (Account) in terms of clause 3.4(b). The sums will be held on the following conditions:

1. The sums will be retained by us in the Account until there is an Uplift Event;
2. No sums will be released from the Account pursuant to a Statement of Work except:
   1. in the event of there being a Milestone (being a milestone event related to the Works, as defined in a Statement of Work); or
   2. in the event of completion of the Works in a Statement of Work (Completion); 
   3. in the event of a Works Dispute (as defined below); or
   4. as ordered by a court or any legal or regulatory authority of competent jurisdiction;

(each an Uplift Event).

1. The Consultant will confirm that a Milestone or Completion has occurred under a Statement of Work and shall (in the case of Enterprises) submit an invoice to us via the Platform referencing the relevant PO.  This will generate an email and a Platform alert asking you to confirm the Milestone or Completion on the Platform.  You will then have five working days to either confirm the Milestone or Completion, or confirm that there is a dispute between you and a Consultant over the Works (Works Dispute).  In the event of either (i) your confirmation of a Milestone or Completion; or (ii) your failure to respond to the request for confirmation within five working days of the request:
   1. (In the case of Start-ups) we shall send you an electronic invoice in respect of our Fees;
   2. We shall deduct our Fees; and
   3. The Consultant’s fees (less any sums due to be paid by the Consultant to us in respect of the Project) shall be paid directly by us to the Consultant (in the case of Start-ups, from the Account).
2. In the event of a Works Dispute, (where you are an Enterprise) our customer success manager will mediate the dispute and we shall have the right to request details of the Works Dispute.  All sums relating to the Project will be held by us until the Works Dispute has been resolved. Upon resolution of the Works Dispute your customer success manager will uplift the sums and pay the agreed sums to the Consultant (and us) and / or return part or all of the sums to you (less our Fees).
3. In the event of a Works Dispute (where you are a Start-up) our customer success manager will not become involved in the Works Dispute and we shall: 

1. stop providing any Services in respect of the Project;
2. send you an electronic invoice in respect of our Fees which we determine as payable based on the work we have provided;
3. deduct our Fees; and
4. return all of the Consultant’s fees (less any sums which we determine to be due and payable by the Consultant to us in respect of the Project) to you from the Account.

• Your obligations

• It is your responsibility to ensure that:

1. 1. 1. 1. the information you input into the Platform is complete and accurate;
         2. you cooperate with us in all matters relating to the Services;
         3. you provide us with such information and materials we may reasonably require in order to provide the Services, and ensure that such information is complete and accurate in all material respects; 
         4. you pay all sums due into the Account when required;
         5. you interact with the Platform when prompted to do so (either electronically or with input from your customer success manager).
      2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.1 (Your Default):
         1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 13 (Termination);
         2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
         3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

• Complaints

If a problem arises or you are dissatisfied with the Services, please contact your Gigged customer success manager who will endeavour to resolve the issue, in accordance with clause 18.

• Intellectual property rights

1. 1. 1. All intellectual property rights in the Platform and in, arising out of, or in connection with the Services (other than Statements of Work generated by the Platform and any intellectual property rights in any materials provided by you) will be owned by us. 
      2. All intellectual property rights in a Statement of Work generated by the Platform in respect of any of your Projects will be owned by you.
      3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the sole purpose of providing the Services to you.
      4. We agree not to use any of your information on marketing materials without receiving your prior written consent in writing.

• How we may use your personal information

1. 1. 1. We will use any personal information you provide to us to:
         1. provide the Services; and
         2. process your payment for our Fees and a Consultant’s fees.
      2. We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.
      3. Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (GDPR), the Data Protection Act 2018 and other relevant UK data protection legislation. We are a controller in relation to your personal data for the purpose of the UK GDPR and other relevant UK data protection legislation.

• Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

1. 1. 1. We have obtained insurance cover in respect of our own legal liability for individual claims (excepting claims relating to Insured Risks in terms of clause 3.1 (e)) not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
      2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
         1. death or personal injury caused by negligence;
         2. fraud or fraudulent misrepresentation; and
         3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
      3. Subject to clause 11.2, our total liability to you for Insured Risks in terms of clause 3.1 (e) (in the case of Enterprises only) is £100,000 for any one claim or series of connected claims, which reflects insurance cover that we have obtained in respect of our own legal liability for such claims.  You are responsible for making your own arrangements for the insurance of any excess loss.
      4. Subject to 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
         1. loss of profits;
         2. loss of sales or business;
         3. loss of agreements or contracts;
         4. loss of use or corruption of software, data or information;
         5. loss of or damage to goodwill; and
         6. any indirect or consequential loss.
      5. Subject to s 11.2 and 11.3, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1,000,000.
      6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
      7. This 11 will survive termination of the Contract.

• Confidentiality 

1. 1. 1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by 12.2.
      2. We each may disclose the other’s confidential information:
         1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 12; and
         2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract. 

• Termination, consequences of termination and survival

1. 1. 1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
         1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
         2. you fail to pay any amount due under the Contract on the due date for payment;
         3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
         4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
         5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

• Consequences of termination

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

1. Survival

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

• Events outside our control

1. 1. 1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 
      2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
         1. we will contact you as soon as reasonably possible to notify you; and
         2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over. 
      3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact your customer success manager. The terms of clause 14.4 will apply to such cancellation.
      4. If you opt to cancel the Contract affected by an Event Outside Our Control in accordance with clause 14.3:
         1.  before Works under a Statement of Works have commenced we will refund any sums you have paid to us (in the case of Start-ups into the Account); or
         2. after Works under a Statement of Works have commenced, this will constitute a Works Dispute to be dealt with in terms of clause 6.3.

• Non-solicitation 

1. 1. If you are introduced to a Consultant in connection with a Project via the Platform, you must not enter into any terms of engagement with that Consultant to carry out any work forming the whole or part of the Works under the Project other than through the proper channels on the Platform, under the Statement of Work and in terms of this Contract (where applicable).
   2. For a period of 3 months after completion of Works under a Statement of Work, you shall not either directly or indirectly by yourselves or by others representing you, deal with, contact or approach any Consultant in order to directly or indirectly solicit work from such Consultant, unless you have first obtained our consent thereto in writing.  All approaches must be made through the proper channels on the Platform.
   3. In the event that you breach the terms of Clause 15.1 and/or Clause 15.2, you undertake and agree to pay us the following Referral Fees:

1. (in the case of Start-ups) 15% of all sums (including any benefits for which there is a cash equivalent) which have been paid or which are payable to the Consultant in breach of this Clause 15; and
2. (in the case of Enterprises) 20% of all sums (including any benefits for which there is a cash equivalent) which have been paid or which are payable to the Consultant in breach of this Clause 15.

1. All Referral Fees shall be payable to us immediately upon your receipt of an invoice from us for all relevant amounts. 
2. All Referral Fees are exclusive of VAT.  You must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Referral Fees.

• Communications between us

1. 1. 1. When we refer to “in writing” in these Terms, this includes email.
      2. Any notice or other communication, other than concerning ordinary day to day business, given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
      3. A notice or other communication is deemed to have been received: 
         1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 
         2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
         3. if sent by email, at 9.00 am the next working day after transmission.
      4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 
      5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

• General

• Assignment and transfer

1. 1. 1. 1. We may assign or transfer our rights and obligations under the Contract to another entity.
         2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 
      2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

• Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

• Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

• Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 

• Dispute resolution. 

1. 1. 1. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (a Dispute) then the parties shall follow the procedure set out in this clause:
         1. either party shall give the other party written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents.  On service of the Dispute Notice, our customer success manager will contact you and will attempt in good faith to resolve the Dispute;
         2. if you and our customer success manager are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.  Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.
      2. No party may commence any court proceedings under clause 19 (Governing law and jurisdiction) (in relation to the whole or part of the Dispute until 28 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
      3. If the Dispute is not resolved within 28 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 28 days, or the mediation terminates before the expiration of the said period of 28 days, the Dispute shall be finally resolved by the Scottish courts in accordance with clause 19 (Governing law and jurisdiction).
      4. Both parties agree to act in good faith in relation to the terms of this clause 18.

• Governing law and jurisdiction. The Contract shall be governed by and construed in accordance with Scots law and we each irrevocably agree to submit all disputes or matters arising out of or in connection with the Contract to the non-exclusive jurisdiction of the Scottish courts.