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Service Provider Agreement

 

By becoming a professional member of teriQra including as a subscriber to services, we are each entering into a formal, legally binding and enforceable contract with the other. You should read this Agreement carefully and ensure, for yourself, and with appropriate advice as you may wish to seek, that you are satisfied with them. You must not use any Services covered by this Agreement if you do not expressly agree to be bound by this Agreement.

 

Last Modified: 24th January 2017

 

1.     This Agreement

 

a.     This contractual agreement (the "Agreement") applies to the use and purchase of services and goods (the "Service" or "Services") by you (the "Provider", "you", "your"). This is the 20171206-UK version of this Agreement.

 

b.     You are purchasing the Services from Teriqra Holdings Limited ("we", "our", "us", "teriQra"), whose trading name is teriQra. We are a company registered in England and Wales with company number 11052631. Our corporate offices are in London. You may contact us by e-mail at support@teriqra.com.

 

c.     By purchasing the Service, you expressly agree to be bound by this Agreement. You may only purchase the Service if you are legally able to enter into a binding contract on the terms herein, you are at least 18 years of age, and there are no legal or other substantial reasons why teriQra may not enter into a contract with you.

 

d.     This Agreement may be changed from time to time at our sole and absolute discretion. Any such changes will take place immediately upon our release of the updated Agreement on our website. We will use reasonable endeavours to notify current, active, paying subscribers that there has been a change to this Agreement by e-mail to your primary e-mail address on file with us. If you are unhappy or unsatisfied with any updates to this Agreement, your sole and exclusive remedy is to cancel your subscription to the Service and cease any use of the Service.

 

 

2.     Subscriptions, Services and Payments

 

a.     As a professional member of teriQra, you pay us various fees, as described herein, and we provide you services for those. The fees we charge are reasonable and necessary for us to operate and to continually grow, enhance and expand our enterprise.

 

b.     You subscribe to us to be a member of each specific profession within the teriQra system, and we collect a subscription fee from you each month. The amount of the fee varies by country and is available on our website. We may vary the amount of the subscription fee from time to time as our business demands, but we will never increase your fee without reasonable notice and will provide you the option to cancel if you do not wish to accept any change.

 

c.     When we collect any payment on your behalf, it will be marked as 'pending' in your account until the funds are available to be transmitted to you, a process that usually takes around 7 days and depends on when your regular deposit is next scheduled. We will keep a fee from the payment, which is a percentage with a minimum flat amount. The percentage you pay varies based on a variety of factors, including incentives we may wish to provide you that lower that percentage. We will not charge you more than 10% or £1.00, whichever is greater, on any transaction.

 

d.     Because we know you are counting on us and the earnings you receive from our service, we take reasonable steps in fraud prevention in line with industry practice. In case any payment we've collected on your behalf is reversed, due for instance to fraud or other problems with the customer's account, we will likewise reverse that amount from your account. If the amount was still 'pending' in your account, then we take it from there. If it is current, we take it from there. If you have already received the associated funds, we will, to the extent possible, take the amount from your current balance with us. If those funds are not available, you must reimburse us the amount. We will make reasonable attempts to notify you of any reversals using the primary e-mail address you provided us.

 

e.     We make payments directly to your bank account on a specific schedule, which at the time of this writing is usually on Friday's, subject to restrictions including with bank holidays. When any payment is made, there is a small fee for the payment as well as small commission charged. The current rate of those at the time of this writing is £0.20 + 0.25% of any deposit.

 

f.      Reversal of Payments (Fraud): if we determine, in our reasonable opinion, that a transaction is fraudulent, related to a prohibited use, or otherwise inappropriate, we will reverse the transaction and reclaim the balance from you. If the balance is available on your account with us we will reclaim the balance there, and if not we will reclaim directly from you including by use of any legal recovery mechanisms that may be appropriate.

 

g.     Reversal of Payments (Mistakes): If, within seven (7) days of a payment, we determine in our reasonable judgement that a customer has made a manifest error in a payment, we retain the right, without any obligation, to reverse the transaction in whole or in part.

 

h.     Restriction of Volumes: If your account generates what we, in our reasonable judgement, believe is an excessive amount of communication traffic out of the system, we reserve the right to restrict, prevent and/or limit communications from your account.

 

3.     Our Social Responsibilities

 

a.     In our practices relating to current and potential service providers, customers, employees, and partners, we will, to the greatest extent allowed by applicable law and commercially reasonable, not discriminate on the basis of race, ethnicity, gender or gender identity, sexual orientation, religion, age, disability, or social or economic status.

 

b.     We will strive to minimise and mitigate our environment and climate impact in a commercially reasonable way, including by seeking to use responsibly sourced products and services and, where practical, using sustainable energy.

 

4.     Legal Compliance, Know Your Customer, and Anti-Money Laundering

 

a.     You will use our services only as allowed by law. If we believe, in our reasonable opinion, but at our sole and absolute discretion, that you are using our services in either an illegal or inappropriate way, or in violation of any of our terms or policies, we may suspend or cancel your service with immediate effect, without giving you any opportunity to appeal.

 

b.     You acknowledge that you understand that we have obligations under Know Your Customer practises and regulations, and you will assist us in all manner reasonably necessary in this regard. In particular, you will provide us, at our request, proof of identity, residence and legal status. We will not provide service to you, or allow you to claim and balance of funds you may have with us, until we are satisfied that all Know Your Customer obligations have been met and that you are in compliance with this entire clause.

 

c.     In your use of our services, you must be in compliance with the Money Laundering, Terrorist Financing, and Transfer of Funds Regulations 2017, the Proceeds of Crime Act 2002 (as amended by the Crime and Courts Act 2013 and the Serious Crime Act 2015), and the Bribery Act 2010, and any relevant similar or related law, statute or regulation in any other jurisdiction which may be applicable. In plain language, you may not use our service for any movement of any illicit or criminally sourced funds or to hide or obscure the source or destination of funds.

 

d.     We may freeze any balance you have with us if required by a competent legal authority, and will turn over any balance you have with us to them if required by a competent legal authority, and it is deemed to be the same as if you had delivered such funds to them, and we hereby disclaim any liability we may have under those circumstances.

 

e.     Our services may not be used in connection with any legally or politically unsuitable activity, including in relation to gambling or gaming, the production, distribution or sale of tobacco products, alcoholic drinks, illegal drugs or substances, pornography, prostitution, human trafficking, the manufacture, sale or distribution of arms and weapons, or in any way that endangers any person's health, welfare, safety, security or vital interests.

 

f.      You may not use our services if you are subject to any international sanctions imposed by any Organisation for Cooperation and Economic Development (OECD) member country, the European Union, or the United Nations.

 

g.     You may not use our services to receive any funds, goods or services from any person who would not be allowed to enter into a direct agreement with us based on the terms of this entire Agreement, especially but without limitation the terms of this clause.

 

h.     We make use of a third-party payment platform from Stripe for payment processing, balance management and fund transfers. By accepting this Agreement you explicitly also agree to the Stripe agreement. That Agreement may be found at https://stripe.com/connect-account/legal.

 

5.     Taxes

 

a.     You are exclusively responsible for any taxes due to any relevant tax authority for any fees you may receive from us or any arising from payments we have processed on your behalf. We do not collect or remit any taxes on your behalf.

 

b.     Notwithstanding the preceding clause, if we are required by any component authority to remit tax on your behalf, we may collect those sums from you from any current or future balance you may have with us, or directly from you including using any appropriate collection or enforcement actions.

 

6.     Data Protection & Data Transfer Agreement

 

a.     We and our partners and third parties have and retain certain of your personal data. Our retention and use of your personal data is in accordance with the requirements of the Data Protection Act 1998 and regulated by the Information Commissioner's Office. We encourage you to use the resources provided by the ICO at https://ico.org.uk to understand your rights.

 

b.     You are hereby notified that your personal data we may have may be transmitted to and processed on our behalf by entities outside of the United Kingdom and the European Union. You expressly consent to this. We remain responsible to you for our handling of your data and we have taken and will take reasonable steps to keep your data secure.

 

c.     If we received a lawful demand from a competent legal authority, we will turn over your personal information and data we have to that authority, in line with the scope of the legal demand and their authority. We will only notify you of this if and to the extent we are able in compliance with the demand, applicable law and our policies and best practice.

 

d.     We also reserve the right to proactively disclose your Data to competent legal authorities if we reasonably feel there is an issue of health, safety or welfare of either you or anyone else. For the avoidance of doubt, such disclosure would only be made to a competent legal authority, only to the extent to address the specific concern, and only after a review and approval of a statutory director of teriQra.

 

e.     For additional Information, we encourage you to read our Privacy Policy, which is available on our website.

 

7.     Right to Cancel

 

a.     Upon your initial signup for a subscription service, you have a legal right to cancel within fourteen (14) days and we will give you a full refund for your subscription fees if you have not used the Service. If you have used the service, we will prorate your refund based on time (so if it was your seventh day, you'd get a 50% refund). For the purpose here, "use of Service" is if we have processed any payment for you, sent any booking to you, or you have used our system to record any service you have provided for communicate with any other party.

 

b.     You may notify us of your wish to cancel any subscriptions with us at any time, and your service will be effectively cancelled at the end of the current service period and we will take no further payments from you.

 

8.     Referral Programme

 

a.     As described herein, we charge commissions on transactions processed through the System.

 

b.     We may reduce your commission for various reasons, at our sole and absolute discretion, potentially down to a minimum amount of five per cent (5%).

 

c.     As of the date of this writing, there are two ways commission is reduced:

 

                                      i.     If we detect that you shared our service on Facebook using the "Share" button available on the Provider Dashboard, we reduce commission by one percent (1%).

 

                                    ii.     For each currently active, paying subscription of any person that signs up to teriQra using your Referral Code (available on the Provider Dashboard), we reduce your commission by one half per cent (0.5%). Anyone that clicks on the link we you share through Facebook should automatically be tagged with your Referral Code.

 

 

9.     No Facilitation

a.     You warrant and represent that

 

                                      i.     you will not use the System in any way that may facilitate a breach of any terms, warranties, undertakings or similar which you may have with any other party. By way of example, if you have a so-called non-compete agreement with an employer or agent that you will not, upon the cessation of your agreement and/or services to them, solicit customers to which you provided services to by virtue of your service with them, then you will not use the System to circumvent or otherwise contravene such agreement;

 

                                    ii.     you will not use the System in such a way as to mask either the source or destination of funds associated with any transaction. You are specifically prohibited from, without limiting the generality of the overall prohibition, using the system to collect payments purported to be for you but which will actually be onward paid to another party;

 

                                   iii.     you will not use the System to in any way facilitate a breach of law, statute or regulation and you will not disguise or attempt to disguise the nature of your use of the System.

 

 

10.  Limitation of Liability

 

a.     No party to this Agreement limits its liability for fraudulent misrepresentation causing actual harm or for causing death or personal injury through gross negligence or wilful misconduct.

 

b.     We have no liability to you for any indirect, consequential, special, punitive or similar losses or damages, howsoever described, under or in connection with this Agreement, howsoever arising, and no liability for loss of profits, contracts, revenue, reputation, or for indirect or consequential loss or damage, whether or not you have advised us or we should have been reasonably aware of the potential for such losses.

 

c.     Your liability for any infringement of our Intellectual Property, or breach of any confidentiality obligations of which we have taken commercially reasonable steps to made you aware, is unlimited.

 

d.     Our total liability to you is hereby limited to the subscription fees and fees paid by you to us for additional services, excluding any commissions, paid from you and received by us within twelve months preceding the event giving rise to our liability.

 

11.  Our Relationship With You

 

a.     The relationship between you and us is that of an arms-length arrangement between independent partners, each in sole and full control of their respective decisions.

 

b.     You are not our employee nor are we your agency. You have no rights with respect to us under the Agency Workers Regulations 2010 or otherwise.

 

 

12.  Warranties

 

a.     Except for the warranties explicitly set forth in this Agreement, we make no other warranties, terms or undertakings, express or implied, of any type or description, including without limitation any warranties of satisfactory quality, merchantability, serviceability, non-infringement, or fitness for any particular purpose with respect to any services provided or work products or the results, if any, to be obtained from such work products.

 

b.     We hereby warrant to you that

 

                                      i.     We have the legal right to enter into this Agreement;

 

                                    ii.     Our performance of the obligations called for by this Agreement do not and will not violate any applicable law, rule or regulation;

 

                                   iii.     We shall use commercially reasonable skill and care in performing our obligations.

 

c.     You hereby warrant to us that

 

                                      i.     You have the legal right to enter into this Agreement;

 

                                    ii.     Your performance of the obligations called for by this Agreement do not and will not violate any applicable law, rule or regulation in any jurisdiction to which you may be subject, nor any rights of any third party;

 

                                   iii.     You are not a party to nor will you enter into any agreement, whether oral or written, with any other party which will be in conflict with this Agreement;

 

                                   iv.     You have given due and careful consideration to your obligations herein, and sought any and all advise you may require, before entering into this Agreement;

 

                                     v.     You have legal rights to the full extent you have indicated to us in any financial asset or entity you have provided to us, including, without limitation, bank accounts and credit or debit card accounts;

 

                                   vi.     Any information you have provided us is complete, accurate, and not misleading, In particular, all information about your identity, and legal status (including any right-to-work status we may require) is accurate;

 

                                  vii.     You are not entering into this Agreement on behalf of any other party.

 

13.  Intellectual Property

 

a.     "Intellectual Property" or "IP" means computer software, computer programs, applications websites, documents, information, techniques, business methods, drawings, user manuals, lists and procedures; and commercially sensitive information; and patents, utility models, supplementary protection certificates, registered and unregistered trademarks, registered and unregistered designs, logos, graphics, branding and styles unique to us and all other substantially similar items and artefacts howsoever described.

 

b.     "Intellectual Property Rights" or "IPR" means copyright, moral rights, database rights, rights in unregistered trademarks, unregistered design rights, and any other similar rights in any part of the world; and rights which subsist in Intellectual Property, and any other registered rights in any part of the world, and all related goodwill, applications for registration for any such rights as may exist anywhere in the world, and the right to make such applications.

 

c.     Your use of our services gives you no rights in any of our IP or IPR except as set out by us and only to the extent strictly required to use those services and only for the duration of our permission to you to use our services.

 

d.     Any ideas or suggestions you may make to us gives you no rights for any future benefit of any type should we use those ideas or suggestions in our services or in any manner whatsoever. All rights to any implementation of any such idea vest immediately, exclusively and irrevocably with us.

 

 

14.  Acceptance

 

By using our services, whether paid or unpaid, or purchasing or goods or services you accept this Agreement and any future modifications to it.

 

15.  Force Majeure

 

We shall not be liable for any delay in meeting or for failure to meet any of its obligations under this Agreement due to any cause outside its reasonable control, including, without limitation, strikes, terrorist attacks, lock-outs, Acts of God, War, riot, malicious acts of damage, fire, acts of any government authority or failure of the public electricity supply or communications systems.

 

16.  Entire Agreement

 

a.     This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all previous or simultaneous materials, advertisements, inducements, proposals, negotiations, representations, commitments, writings and all other similar materials, both visual, oral and written, and whether physical, electronic or otherwise.

 

b.     For the avoidance of doubt, this Agreement supersedes and has absolute overriding priority over anything else you may have seen or will see on our website, advertisements, or anything else you may see or receive from us.

 

17.  Interpretations

 

a.     Words in the singular include the plural and vice versa and words in one gender include any other gender. Any party includes its successors in title and permitted assigns. A "person" includes any individual, firm, body corporate, association or partnership, government or state, all whether or not having a separate legal personality.

 

b.     A reference to a state of statutory provision includes (i) any subordinate legislation (as defined in Section 21(1) Interpretation Act 1978) made under it; (ii) any repealed statute or statutory provision which it re-enacts (with or without modification) and (iii) any statute or statutory provisions that comes into force before or after the date of this Agreement.

 

c.     References to any Sections, Paragraphs, or Clauses are references to sections in, paragraphs of, and clauses of this Agreement, unless clearly and unambiguously expressed otherwise. References to sub-clauses and sub-paragraphs are references to sub-clauses and sub-paragraphs of the clause or paragraph in which they appear. Any reference to a Schedule, Annex or Attachment is a reference to a schedule, annex, or attachment to this Agreement, unless clearly and unambiguously expressed otherwise.

 

d.     Where there is any conflict between this Agreement and any other agreement, contract, document, policy, or other similar instrument, the words of this Agreement shall prevail. In the event of any conflict between any Schedule, Annex or Attachment to this Agreement and the main body of this Agreement, the main body of this Agreement shall prevail.

 

e.     Any tables of contents and heads and any footnotes or marginal notes are inserted for convenience only and shall not affect the interpretation of this Agreement.

 

f.      Where any statement is qualified by the expression "so far as the party is aware" or "to the best of your knowledge of belief" or any similar expression, it shall be deemed to include an additional statement that it has been made after due and careful enquiry.

 

g.     Where any statement incorporates the term "includes" it shall be deemed to mean "includes, but is not limited to" and shall have no effect on the generality of the statement.

 

18.  Dispute Resolution, Governing Law and Jurisdiction

 

a.     You expressly agree that any and all disputes, controversies or claims related to or arising in connection with this Agreement shall first be referred to us for an informal resolution between ourselves. You will give us the reason and any necessary information or document as we may reasonably require for the dispute, controversy or claim and allow us reasonable time and give your cooperation to resolve the matter in a way in which we are both satisfied.

 

b.     If this informal resolution does not resolve the matter, then the matter will be finally referred to arbitration, with an arbiter of our choosing, in accordance with the procedures of the Centre of Effective Dispute Resolution ("Arbitration"), which may be found at https://www.cedr.com. Unless we agree, the venue of any such Arbitration shall be London. The award of the Arbitration may be enforceable in any court of competent jurisdiction. We shall share the costs equally of any arbitration until its conclusion, and after conclusion, unless otherwise expressly agreed, the arbiter shall determine the share of costs to be borne by each party giving due consideration to the ultimate dispensation of the claim.

 

c.     This Agreement is made under and shall always be construed according to the laws of England & Wales and each party submits to the exclusive jurisdiction of the English courts.

 

d.     You agree that any legal action taken against us through the courts shall be in the courts of London.

 

e.     The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no third party will have any right to enforce or rely on any provision of this Agreement.

 

f.      You are agreement to the version of this agreement written for use in the United Kingdom. Whether or not you are physically in the United Kingdom now, or if you you leave the United Kingdom anytime in the future, or if you use our services outside of the United Kingdom, or in any similar circumstance, you shall nevertheless continue to be bound by the terms of this Agreement, which shall remain under the interpretation of English law and the jurisdiction of the English courts.

 

 

19.  Notices

 

a.     Any notice either of us send to the other by e-mail shall be deemed to have been received one (1) working day after the transmission of the e-mail.

 

b.     Any notice sent by post using recorded delivery shall be deemed to have been received immediately upon confirmation of delivery or signature, whichever is earlier.

 

c.     Any notice sent by first-class domestic post to any destination within the United Kingdom shall be deemed to have been received three (3) working days after it is sent.

 

d.     Any notice sent to a destination within the European Union or European Economic Area shall be deemed to have been received five (5) days after it is sent.

 

e.     Any notice sent to any other destination shall be deemed to have been received ten (10) days after it is sent.

 

20.  Assignment

 

a.     You may not assign or otherwise dispose of any of your obligations under this Agreement without our express, written consent.

 

b.     We may assign performance obligations under this contract to any other party at our sole and absolute discretion. In that event, we shall remain liable to you, under the terms of this Agreement, for the performance of this Agreement.

 

c.     In the event of any change in our corporate structure, organisation or ownership, this contract may be assigned either partially or in its totality to a successor entity, and you hereby expressly agree to such assignment and waive any rights of challenge or dispute, though you retain all of your rights and remedies under this Agreement with the successor entity.

 

21.  Waiver

 

The exercise of a right or remedy, or the right to exercise a right or remedy, by us under this Agreement or otherwise is without prejudice to our other rights and remedies under this Agreement, at law, or otherwise.  No single or partial exercise, or failure or delay in exercising any right, power or remedy shall constitute a waiver by us, or impair or preclude any further exercise of that or any other right, power or remedy arising under this Agreement or otherwise.

 

No statement or assurance by teriQra , however made and however described, shall give you any rights of promissory estoppel.

 

 

22.  Severability

 

a.     If any provision of this Agreement is deemed unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent permissible under law.

 

b.     If the scope of any of the provisions of this Agreement is too broad in any respect to permit enforcement to its full extent, then we the parties agree that such provision may be enforced to the maximum extent permitted by law and that such provisions shall be deemed to be varied accordingly. Any such variation shall not affect the validity and enforceability of the remainder of this Agreement.

 

23.  Our Rights to Modify or Cancel this Agreement

 

a.     We have the right to modify this Agreement from time-to-time in any way we deem appropriate. We will publish any modification of this Agreement on our website.

 

b.     Once published, the modified Agreement will be effective one (1) calendar day after they are published, or a shorter period in case of manifest urgency, such period giving you a time you agree is reasonable for you to review the modified Agreement and decide for yourself or with advice if you wish to continue with the Service and to be bound by the new Agreement.

 

c.     We will use our reasonable endeavours to notify you of the change in the terms of this Agreement using your primary registered e-mail, however we are under no strict obligation to notify you and failure for us to notify or for you to receive or be aware of receipt shall have no effect on the validity, applicability or enforceability of the modified Agreement and its terms.

 

d.     We may cancel this Agreement at any time, for any reason or indeed no reason at all, with or without notice to you and without you having any formal rights of appeal. We will use our reasonable endeavours to notify you but have no obligation as such. After we have cancelled this Agreement, we will cease collecting subscription fees from you, and you shall cease using the Service.