Website Terms And Conditions

TERMS AND CONDITIONS

Welcome to Adadot. Please read the terms and conditions below carefully. These terms and conditions govern your use of the website www.adadot.com (the Platform) and the services provided by us.

These terms and conditions are subject to change, and it is your responsibility to check them regularly before using the Platform in case there are any changes. Your continued use of the Platform or the services described herein after the posting of revisions to these terms and conditions will constitute your acceptance of such revisions. Please consult the end of these terms and conditions to determine when they were last revised. If you do not agree with the terms and conditions set out below, you should not use or access the Platform.

    General information

  1. www.adadot.com is the website of Adadot Ltd, company number 12294533, with its registered address at 20-22 Wenlock Road, London, England, N1 7GU (the Provider, we or us). The following terms and conditions will apply between you and us when you access the Platform or use any services offered by us. These terms and conditions do not affect your statutory rights.
  2. We take the privacy of any information provided by you extremely seriously. These terms and conditions should be read together with our privacy policy located at www.adadot.com/privacy-policy (the Privacy Policy) and our acceptable use policy located at www.adadot.com/acceptable-use-policy (the Acceptable Use Policy and, together with the Privacy Policy, our Policies). Your use of the Platform and the services provided by us indicates your agreement to, and acknowledgment of, these terms and conditions and our Policies.
  3. Description of Services and Registration

  4. We own and operate the Platform and through the Platform, deliver an online service matching our clients with individuals in our database of highly qualified, pre-selected marketing professionals (the Marketers), enabling our clients to quickly build tailored, stackable teams of professionals and thereby access professional services on a project basis (the Service).
  5. In order to utilise the Service, you should register with us at www.adadot.com/auth/login, completion of which will enable you to become a Registered User. You confirm that all information provided to us when using or agreeing to use the Services, including the use of the Platform (such information being the Registration Data), is true, accurate, current and complete, and you must maintain and promptly update all Registration Data to keep it true, accurate, current and complete. We reserve the right to decline your application to become a Registered User at our sole discretion.
  6. Following acceptance of your application to become a Registered User we will issue you with credentials enabling you to access the password-protected elements of the Platform (the User Credentials). All notices to be sent by us relating to the Services and the Platform will be sent to the email address linked to your User Credentials and provided as part of the Registration Data.
  7. Using your User Credentials, you may submit project requests using the Platform, further details of which are available at [INSERT WEB ADDRESS] (a Project Request). Following submission of a Project Request, we will use reasonable efforts to (i) provide you with an estimate of our charges to provide the marketing services set out in your Project Request (a Fee Estimate) and (ii) match your Project Request with appropriate Marketers. Further details of the process for initiating a Project Request and obtaining a Fee Estimate are available at [INSERT WEB ADDRESS].
  8. Your obligations

  9. By using the Platform and the Services, you agree to the following:
    • Age: You must be eighteen years old or older to use the Platform. If you do not qualify, please do not use the Platform.
    • Customer Information: You are solely responsible for, and assume all liability regarding the Registration Data and all other information provided by you for the purposes of using the Services and the Platform and warrant that all such information is accurate and complete in all respects.
    • User Credentials: you are responsible for the use by your employees, agents and sub-contractors of any User Credentials issued by us (together, the Users), and all actions and omissions of such Users, including the submission of all Project Requests. You will comply, and will procure that each of your Users comply, with our Acceptable Use Policy. You agree to ensure that each User keeps a secure password for their use of the Platform and the Services, that each Users keeps their password confidential and agree to adopt any reasonable security measures recommended by us from time to time and communicate such security measures to each User.
    • Marketers: We make no guarantee as to the number of Marketers that we will be able to match you with using the Platform, or that such Marketers will be available to provide you with marketing services, and we are not responsible for the suitability of any Marketer or the advice provided by them. We reserve the right to substitute a Marketer in our sole discretion at any time during a Project.
    • Applicable Laws: You agree to comply with all applicable laws and regulations in respect of your use of the Platform. You must not misuse the Platform by knowingly introducing viruses, or other material which is defamatory, malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not interrupt or attempt to interrupt the operation of the Platform. You may not use the functionality within the Platform to directly contact Marketers for your own commercial purposes. We reserve the right to block your access to the Platform in the event of a suspected breach of this provision.
    • Infringement: You shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or the documentation provided by us in connection with the Platform in any form or media or by any means; or access all or any part of the Services and the Platform in order to build a product or service which competes with the Services and/or the Platform.
    • Project Management Software: As part of the Services we may provide you with access to software enabling you to project manage the Marketers and your Project Requests and to view a results dashboard (together, theProject Management Software). You acknowledge that the Project Management Software is provided by third parties, and that you access the Project Management Software at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or software, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via the Project Management Software is between you and the relevant third party, and not the Provider. We recommend that you refer to the Project Management Software terms and conditions prior to using the Project Management Software.

    Disclaimers

  10. General disclaimer: We make the Platform available on an “as is” basis. We make no representation or warranty that your use of the Platform and any Project Management Software will be uninterrupted or error-free; or that the services, documentation and/or the information obtained by you through the Platform and the Project Management Software will meet your requirements.
  11. Specific disclaimer: Without prejudice to the generality of the above statement, the Service is provided by us based on the information provided by you in your Registration Data and any Project Requests. Whilst we use reasonable efforts to ensure that the Marketers are qualified to provide the advice and services offered on the Platform through our process of vetting and interviews, we do not approve or endorse either the Marketers or any advice which may be provided by them.
  12. Advertising and Training Materials: The Platform may, from time to time, contain advertising content and training materials. Any such content and materials is provided for your information. We are not responsible for ensuring the accuracy or completeness of any such advertising content or training materials.
  13. Charges and payment

  14. Any Fee Estimates will be sent to you via email using the email address provided as part of your Registration Data. We may also require you to make a prepayment prior to commencing work, full details of which will be outlined in our Fee Estimate (the Prepayment). If, following receipt of the Fee Estimate, you proceed to use the Services, you agree to pay to us the charges outlined in such Fee Estimate, together with any Prepayment. Any such charges shall be payable by you to the bank account indicated on our invoice.
  15. We may, from time to time, integrate payment processing technologies as part of our payment system (the Payment Processing System). If you have elected to be part of our Payment Processing System by providing us with credit cards linked to your User Credentials, then you hereby authorise us to run credit card authorisations on the credit cards provided by you, to store credit card details as your method of payment for our Services, and to charge your credit card in accordance with our Fee Estimate (as the same may be varied in writing from time to time).
  16. If, following the submission of a Fee Estimate, there is a change in scope to the work required to be undertaken by us or the Marketers, then we will issue you with a revised estimate of our charges (an Updated Fee Estimate). If you continue to use the Services after receipt of an Updated Fee Estimate you will be deemed to have accepted the Updated Fee Estimate.
  17. Any invoices submitted by us must be paid within 14 days of the date of issue. If we have not received payment within such period, after a further period of 14 days, and without prejudice to any of our other rights and remedies:
    1. we may, after issuing you with written advice advising of non-payment, suspend your access to the Platform and the Project Management Software, and cease provision of the Services, and we shall be under no obligation to provide any or all of the Services while the amounts outstanding remain unpaid; and
    2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base rate of our bankers in the UK, commencing on the due date and continuing until fully paid, whether before or after judgment.
  18. All amounts and fees stated or referred to in these terms and conditions and any Fee Estimates shall be payable in pounds sterling, are non-cancellable and non-refundable, and are exclusive of value added tax or any other applicable taxes.
  19. We reserve the right to increase our charges from time to time. We will give you written notice of any such increase before the proposed date of that increase. If such increase is not acceptable to you, you must inform us in writing and cease to use the Services.
  20. All amounts due to us under these terms and conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). In the event that you fail to pay any amount due to us, we may cease to provide any or all services to you with immediate effect.
  21. Your data

    For the purposes of these provisions:

    Customer Data means the data inputted by you, your Users, or by the Provider on your behalf, in each case for the purpose of you using the Services.

    Data Protection Legislation means the UK Data Protection Legislation and any other European Union legislation relating to personal data including but not limited to the Regulation (EU) 2016/679 of 27 April 2016 from 25 May 2018 and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

  22. In the course of providing the Services, you may give us access to your Customer Data. You agree and acknowledge that the data held by us in connection with the Services is minimal and shall, unless otherwise agreed, be limited to the information provided as part of your Registration Data. You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
  23. You agree to, as does the Provider, comply with all applicable requirements of the Data Protection Legislation. This provision is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  24. You agree and acknowledge, and the Provider agrees and acknowledges, that if we process any personal data on your behalf when performing our obligations under the terms and conditions, you will be the controller and we will be the processor for the purposes of the Data Protection Legislation. Please see our Privacy Policy, which sets out the scope, nature and purpose of processing by us, the duration of any processing, and the types of personal data and categories of data subject. You agree to ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of these terms and conditions.
  25. Limitation of Liability

  26. Subject to clause 23, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions, the Platform and the services offered by us, for (a) loss of profit; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) damage to goodwill; and (g) any indirect or consequential loss, including investment losses.
  27. Subject to clause 23, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions, the Platform and the services offered by us shall be limited to the total charges paid by you under these terms and conditions. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.
  28. Nothing in these terms and conditions shall limit or exclude our liability for (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law. These clauses 21, 22, 23 and 24 shall survive any termination of the relationship between us.
  29. You agree to defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services, the Project Management Software and/or the Platform. We undertake to give you prompt notice of any such claim.
  30. Termination

  31. We reserve the right to end our agreement with you and to suspend or terminate your access to the Platform and the Services immediately and without notice to you if: (i) you fail to make any payment to us when due, (ii) you breach any of these terms and conditions or we have reasonable cause to believe that you intend to breach these terms and conditions, (iii) when requested by us, you fail to provide within a reasonable time frame, sufficient information to enable us to check the accuracy or validity of any information supplied by you or your identity, (iv) we suspect that you have engaged, or are about to engage, or be involved in, any fraudulent or illegal activity on or in connection with the Platform or (v) your use of the Platform and the Services poses a reputational risk to us.
  32. Notwithstanding the generality of the foregoing, we may terminate your access to the Platform and the Services at any time upon giving you ten (10) days notice.
  33. General

  34. Feedback: From time to time you may submit feedback regarding the Platform and the Services using your User Credentials (Feedback). You acknowledge that any Feedback provided by you is provided on a voluntary basis, and that you grant us a royalty-free, worldwide licence to use, reproduce, publish, make available and modify any such Feedback, including publication on the Platform using the name that you submit in connection with the Feedback.
  35. Integration with accounts: As part of the provision of the Services we may require you to integrate your marketing accounts relating to a Project Request with the Platform (the Ad-Accounts) by granting administrative permissions to us and to individual Marketers in order to provide us and the Marketers with access to such accounts for the purposes of providing the Services. Any such access shall be granted on the basis that we as Provider assume no responsibility for the operation of such Ad-Accounts, which will be viewed and used solely to determine performance of advertising campaigns.
  36. Third party providers: You acknowledge that the Platform may, from time to time, contain links to other websites. In addition, the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites. You do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not the Provider. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  37. Non-solicitation: For the purposes of this provision, Restricted Period means a period of twelve months after completion of a Project; and Restricted Person means any Marketer or any employee of the Provider with whom you have come into contact as a result of using the Platform and/or the Services. In order to protect our legitimate business interests, you agree that, during the Restricted Period, you shall not, either directly or indirectly, by or through yourself, an affiliate, an agent or otherwise, (i) solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person with a view to employing or engaging the Restricted Person, or (ii) employ or engage, or offer to employ or engage a Restricted Person, in each case without our prior written consent. Notwithstanding the foregoing, you may employ or engage any Restricted Person who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by you or via an advertisement placed publicly by you.
  38. Intellectual Property Rights: All Intellectual Property Rights in or arising out of or in connection with the Platform shall be owned by us, and you agree not to use or copy any of them without our written permission. Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  39. Entire agreement: These terms and conditions constitute the entire agreement between us and you and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
  40. No representations: You agree that you shall have remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
  41. Variation: No variation of these terms and conditions shall be effective unless it is in writing and signed by both you and us.
  42. Severance: If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms and conditions.
  43. Law and jurisdiction: These terms and conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or their subject matter or formation.
  44. Revision date: These terms and conditions were last revised on the 8th of January 2020.
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