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Spyre General Terms of Use

Thanks for using Spyre. This page sets out the terms and conditions on which we provide our users with access to our website at (which we’ll refer to as our Site).

1.   How The Terms Work

These General Terms of Use apply to anyone using our Site, whether they are just browsing or whether they are a registered account-holder with us.

In addition, there are a few sets of terms and conditions which may apply to you depending on whether you’re just browsing our Site or whether you have registered an account with us as a Worker or Hirer. Our terms and conditions include the following:

· The General Terms of Use on this page: these apply to anyone using our Site, whether they are just browsing or whether they have registered an account with us as a Worker or Hirer.

· The Worker Terms of Use: these apply to individuals who have registered an account with us through which they can browse and apply for Jobs appropriate to their professional profile,  enter in contracts with Hirers, and otherwise use those functions of our Site which are reserved to Workers. We refer to these individuals as Workers in our Terms.

· The Hirer Terms of Use: these apply to persons or companies who have registered an account with us in order to list consultancy engagements (Jobs), select Workers to complete those Jobs, enter into contracts with Workers, and otherwise use those functions of our Site which are reserved to Hirers. We refer to these persons or companies as Hirers in our Terms.

· The Privacy Notice: this privacy describes the personal data which we may collect from users of our Site, and from other individuals with whom we deal, and explains how we may use it. It also describes how our Site makes use of cookies.

· The Terms of Engagement: these might need some explanation. Here at Spyre we provide a platform to unite Hirers with Workers who can provide consultancy services to those Hirers. However, we are not ourselves a consultancy, and any contract for the delivery of consultancy services is between the Worker and the Hirer alone, without us being party to that contract. To facilitate that process we have a standard set of terms which will apply to the contract between the Hirer and the Worker, subject to any variations which the Hirer and Worker may agree to them.  The contractual terms between the Worker and the Hirer are what we call the Terms of Engagement).  

For ease of reference, we’ll call all of the terms which apply to you collectively as the Terms. By using our Site you are agreeing to the Terms. If you do not agree to any of these Terms, then you may not use our Site.

2.   Who We Are

 

In all of our Terms we and us means Spyre Labs Limited, a limited company registered in the United Kingdom under registration number 10689389 whose registered office address is at 9 Great Mead, Oxford, United Kingdom, OX1 2RB. We are not VAT registered.

If you wish to contact us, you can email us at 9 Great Mead, Oxford, United Kingdom, OX1 2RB or contact us using the “contact us” form or button on our Site.

 

If you are using our Site as a course Worker, then the identity and contact details of the course Hirer with whom you are contracting will be made available to you before you book your place on that Hirer’s course.

 

3.   Our Services

 

Our obligations. We will provide the functions and services of our Site to you in material accordance with the relevant Terms. Some of these functions and services will only be available to users (whether Workers or Hirers) who have registered with us.

Your obligations. In using our Site you must comply with your obligations under the relevant Terms (so if you are a Worker these will be the Worker Terms of Use and if you are a Hirer these will be the Hirer Terms of Use). However, there are a few general obligations and provisions that will apply to all users of our Site, as follows:

· you confirm that you are authorised to enter into a contract with us on the relevant Terms, and to conduct any activities which you may conduct through your account. This means in particular that if you are an individual you are over eighteen years old and that if you are opening an account on behalf of a company or other business you are authorised by that business to act on its behalf;

· you confirm that you are using this Site for professional, academic or business purposes and not as a consumer;

· you may only use our Site for lawful purposes. You may not use it in any way that breaches any local or international law, for the purposes of fraud, or to transmit unsolicited advertising or spam;

· any information you submit at any time (whether registering for an account with us, or posting or uploading reviews, Job listings or other content) must be true and not misleading;

· while we may pre-moderate user-submitted content, including any Job listings, we are not obliged to do so and are ultimately not responsible for it. If you see something which you think is in breach of any of the Terms (see Section 5 below for some suggestions as to what this might include), please report it to us;

· you must not misuse our Site by introducing viruses or other malicious code to it or to our systems, nor try to gain unauthorised access to it or them, to any related systems or servers or to any related source code. You must not attack our Site through DDOS or otherwise. As you probably know, breaching this provision would be a criminal act, which may oblige us to report you to law enforcement and provide them with such information as we may have about you;and

· you must keep your account and password login details secure, and not allow anyone else to use your account. If any activity takes place on your account then you are responsible for it. You must let us know immediately if you discover or suspect that someone else has accessed your account.

 

Ethics and professionalism. We expect all users of our Site to act ethically and with professional courtesy. We are not under any obligation to continue to make our services available to any of our users, and in particular may suspend or close any account which is associated with unacceptable behaviour. In particular, and as a non-exhaustive list, we regard the following as unacceptable:

· the use of our Site to solicit or provide services which contravene academic ethics. For example, our Site may not be used to solicit essays or research which the user intends to pass off as their own for the purposes of academic assessment;

· any form of dishonesty;

· “time-wasting” (for example, if you are a Worker, this might include responding to Job listings for which you do not meet any mandatory requirements);

· negotiations in bad faith. For example, we appreciate that the rates set by a Hirer or proposed by a Worker may depend on certain assumptions (such as the Worker’s qualifications) and may be subject to some negotiation. However, we would expect those negotiations to be carried out transparently and in good faith, and would not expect either party to try to substantially try to drive down or jack up applicable rates without good reason;

· frequent disputes involving you;

· any failure to perform to the agreed Standard Terms; and

· rudeness, harassment, or abuse.

If you are aware of any unacceptable or suspicious behaviour, you may report it to us using the functions of the Site.

 

Use of personal data. We will use any personal data which you provide to us in connection with your use of our Site or services in accordance with our Privacy Notice.

 

4.   Termination

 

Termination by you. You may terminate any contract between you and us on the Terms and close your account by written notice to us at any time, provided that you may not do so during the currency of any Job which you have either posted as a Hirer or accepted as a Worker.

 

Termination by us. If you are in breach of the Terms, we may take any of the following actions:

· issuing you with a written warning specifying the breach and requiring its remedy;

· suspension or permanent withdrawal of your account and your use of our Site, and/or termination of any contract between you and us on the Terms;

· taking legal action against you; or

· disclosing your personal information to law enforcement authorities.

 

We also reserve the right to terminate any contract between you and us, and/or suspend or terminate your account, by written notice to you at any time. We will try to give you reasonable notice, and to exercise this right only in circumstances where termination is appropriate (for instance because we are unable to continue to provide our Site or because you have violated the Terms). However, nothing in our relationship with you guarantees your continued use of our Site.

Effect of Termination. Termination of the contract between you and us will not affect any rights or remedies of the parties in existence at the time of termination. For instance, if at the time of termination one of us owes the other any sums, then they will still be owed. Any of the Terms which expressly or impliedly survive termination will continue in force.

Termination of any contract between you and us will not affect any contract in place under the Standard Terms.

 

5.   Intellectual Property Rights and Your Content

 

Rights in our content. The intellectual property rights in all of the content on and in our Site belong either to us or to whomever licensed that content to us. You may not copy or make any use of that content without having first obtained our permission or permission from whomever owns the relevant intellectual property rights. Uses which are expressly permitted by law (for instance, if you print off a copy of one of our listings for your personal reference) are however allowed. If you would like to make any use of any of our content then please contact us and we can discuss this with you.

Rights in Your Content. Our Site lets you submit content as well. We don’t claim any rights of ownership over the intellectual property rights in the content you submit, such as reviews, listings or images (all of which we call Your Content). However, you grant us a licence to use it. This licence is non-exclusive, irrevocable, worldwide, royalty-free and freely capable of sub-licence or transfer, and will entitle us to use, copy, modify, distribute, publish and display Your Content in any media (printed or electronic) for the purposes of delivering our services and our Site in accordance with our Terms. If your account is closed, then we will cease to publish Your Content but may retain a copy for record-keeping purposes.

Publicity. We may use reviews, and any feedback you provide in relation to our Site, for promotional purposes. Otherwise we will not use any of Your Content for promotional purposes without your prior written consent (for example, we might ask to use the logos of some of our Hirers in our promotional material).

Content standards. We ask (and you agree) that Your Content will meet certain standards. In particular, you will ensure that:

· you have all necessary rights and permissions to upload Your Content and allow us to use it as described with this Section, without infringing any third party’s rights (whether that means infringing their intellectual property rights or sharing private and confidential information without their permission); and

· Your Content will be lawful and will not be defamatory, obscene, abusive, or otherwise offensive; and

· any statements you make in, or in connection with, Your Content will be true and not misleading.

Work product. We do not claim any rights over any works created in the course of performing any Job. The default position in the Standard Terms (as further described in them, and discussed in the Worker and Hirer Terms of Use below) is that all intellectual property rights in any such works will be owned by the Hirer.

6.   Our Liability to You

 

Our role here at Spyre is to act as a platform to connect Hirers with Workers. Because our role is limited, we limit and exclude our liability to an appropriate degree (so, for instance, if a Job is poorly performed then that is a matter between the Hirer and the Worker rather than us). This Section explains the ways in which our liability to you is limited and excluded.

· Where we don’t limit or exclude our liability. We do not limit or exclude our liability for anything for which we cannot lawfully limit or exclude our liability. For example, we do not limit our liability for death or personal injury caused by our negligence, or for fraud. This statement takes priority over the rest of this Section and the rest of the Terms.

· No implied terms. We provide access to our Site on the terms set out in these General Terms of Use and the other relevant Terms. To the fullest extent permitted by law, we expressly exclude any and all conditions, warranties and other terms which might otherwise be implied by statute, under common law, or otherwise.

· We’re at the mercy of the Internet. You understand that there is some inherent instability in communications networks and that we may need to take down or maintain our Site from time to time. You accept that access to our Site is permitted on a temporary basis and we will not be liable if it is unavailable for any reason. At the same time, our Site is provided “as is” and without any warranty. For example, while obviously we do our best to correct defects and while we use commercially-available virus-checking software, we do not warrant that our Site will be uninterrupted, free from errors, or free from viruses or malicious code.

· Third parties. We are not responsible or liable for the actions of third parties or your interactions with them. Third parties may include, for example, other users of our Site (whether Workers or Hirers), or third party service providers who are linked from our Site or any Hirer’s listings on our Site, social media service providers or the providers of any device or software which you use to access our Site. 

· No indirect or consequential loss. We expressly exclude any liability for any indirect or consequential loss, damage, costs or expenses incurred or suffered by you in connection with your use of our Site or in connection with any Job. We are not liable for losses, damages, costs and expenses that are not foreseeable to both you and us at the time you open your account with us or which are not caused by our breach. 

· No liability for certain kinds of loss. We expressly exclude any liability for any loss, damage, costs or expenses incurred or suffered by you (in each case whether direct or indirect) if that liability comes within one of the following categories: loss of business, loss of revenue, loss of contract, loss of data, loss of reputation, or loss of profit. In short, we are not liable for business losses.

· Cap on liability. Our total aggregate liability to you in connection with your use of our Site will be limited in all circumstances (whether arising in negligence, including tort, breach of contract or otherwise) to a maximum sum. If the liability arises in relation to a specific transaction, then our liability will not exceed to the amount of our Fees derived from that transaction. Otherwise our liability will not exceed the Fees derived by us from your use of our Site during the six (6) months prior to the event giving rise to our liability. For example, if you are a Worker, then our total aggregate liability to you will not exceed any Fees paid by you to us during the relevant six-month period.

7.   Indemnity

 

If we are subject to any third-party claim as a result of your breach of any of your obligations under the Terms, or as a result of your negligence, misrepresentation or other wrongful act, then you will indemnify us against that claim. Indemnifying us means you will indemnify us and hold us harmless against all costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability.

 

8.   Disputes and Governing Law

 

Governing law. The Terms and any contract between you and us on the Terms are governed by the laws of England and Wales.

 

Disputes with us. If any dispute arises between you and us in connection with your use of our Site, then you and we will attempt to resolve that dispute through discussion. If we are unable to resolve the dispute by discussion, then the courts of England and Wales will have exclusion jurisdiction over any claim relating to your use of our Site or any connected contract. However, if you are not resident in England or Wales then we reserve the right to bring proceedings against you in any court in your country of residence.

Disputes between Hirers and Workers. If any dispute arises between a Hirer and a Worker, then that is a matter for them rather than us. We strongly encourage you to resolve those disputes by discussion (and will support the resolution of any disputes as best we can), but ultimately the conduct and forum of any dispute will be governed by the Standard Terms.

 

9.   Links

 

Linking to our Site. You can link to our Site provided that you do so in a way that is fair and legal. You may not link to our Site in order to damage or take advantage of our reputation or to suggest any false form of association, endorsement or relationship between you and us. You may not “hotlink” to our Site or to any content on it, nor embed or frame any part of our Site or any such content on any other site.  If we ask you to stop linking to our Site then you must do so immediately.

Third party links. Our Site contains links to various third party sites and resources. We have no control over these or over any service provided by those third parties.  You use them at your own risk. In particular, where our Site integrates any third-party social media functions, then your use of those functions is governed by the applicable terms of the relevant social media providers (like Facebook or Instagram).

 

10.        Revisions

 

We may revise these General Terms of Use (or any of our other Terms) at any time. You should check our Terms for changes from time to time, but if the revisions are material then we will notify you of them using the contact details you have provided to us or my messaging your account. By continuing to use our Site you will be accepting our revised terms.

 

11.        General Legal Provisions

 

Severance. If any court or competent authority determines that any provision or part-provision of the Terms is invalid, unlawful or unenforceable then that provision or part-provision will be severed from the rest of the Terms, which will continue in full force.

Entire agreement. The Terms constitute the entire agreement between you and us relating to your use of our Site. You acknowledge that you have not entered into any contract with us on the basis of any representation or warranty that is not set out expressly in the Terms.

Waivers. Our failure to enforce any provision of the Terms will not constitute a waiver of your breach of that provision. No waiver shall be effective unless in writing and is be effective in relation to the specific breach to which it is addressed.

Assignment. Any contract between you and us made on the Terms is personal to you, and you may not assign, transfer, sub-contract or otherwise deal in any of your rights and responsibilities under the Terms.

No agency. Nothing in the Terms creates any relationship of agency, partnership, or employment between you and us. Neither you nor we are authorised to enter into any commitment on behalf of the other, except as expressly set out in the Terms.

Third Party Rights. Except as expressly provided, a person who is not a party to any contract under these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

12.        Contact Us

 

If you have any questions, comments or requests regarding the Terms or any concerns about any material featured on our Site, please contact us at 9 Great Mead, Oxford, United Kingdom, OX1 2RB or use the “contact us” form or button on our Site.


Spyre Worker Terms of Use

These Worker Terms of Use set out your rights and responsibilities when using our website (which we’ll refer to as our Site) to ensure the best possible experience for you and other users. After you have registered an account as a Worker user of our Site, you may browse listings for temporary consultancy engagements (Jobs) which have been posted by organisations who are registered on our Site as Hirers (Hirers).

In these Worker Terms of Use we may refer to the Terms. When we do, this has the meaning given in our General Terms of Use – i.e. not just these Worker Terms of Use, but also the General Terms of Use and any other of our legal terms which may apply to you.

 

1.   How it works

 

Contracting. At Spyre we provide an environment in which you can discover and apply for Jobs. However, the contract for the performance of any Job is between you and the Hirer – we are not part of that transaction, although we may facilitate it. The contract between you and the Hirer will be made on a set of standard terms to which we require all our users to adhere (the Standard Terms).  When you and the Hirer enter into a contract in relation to any Job, you will do so on the Standard Terms, but will be free to negotiate specific variations to the Standard Terms as needed before contracting.

Service companies. When we refer to you or to the Worker in these Worker Terms of Use, we mean either an individual providing consultancy services, or (as the case may be) the service company through which such an individual is provided. If you are a service company, than your obligations under these Terms of Use (and our Terms more generally) shall be deemed to include an obligation to procure that the relevant individual performs all such obligations as well.

 

2.   Registering your account

 

Information required. You can register as a Worker user of our Site here. To register you will be asked to enter certain information, including:

· a user name;

· your name and contact details;

· demographic data such as age, gender, and location;

· education data such as qualifications, specialisms and credentials.

You may also be asked to provide further information in order to enable certain functions of the Site – for example, we may require you to link your PayPal account in order to receive payments which we disburse to you on the Hirer’s instructions. We may also introduce verification and validation requirements in relation to your information from time to time and you must provide us with any information which we reasonably request in relation to those requirements.

Our use of personal data. By way of reminder, our General Terms of Use set out certain terms relating to the information you provide to us and to account security and our Privacy Notice sets out details of how we may use that information.

Your visible profile. In the course of opening your account a profile which is personal to you will be generated, and this may be visible to other users of our Site (and in particular Hirers). You can update this profile from time to time. These profiles are intended to build a spirit of trust and community among our users, and will allow other users to see, in addition to your profile information, how many Jobs you have undertaken and your rating based on feedback from Hirers. You should ensure that your profile contains only information which you are happy to be publicly available.

 

3.   Contracting with Hirers

 

Job listings. Hirers who have registered accounts with us may list Jobs on our Site from time to time. While we may moderate Job listings for editorial purposes to ensure a consistent tone and feel with the rest of our Site, we are not responsible for their content. When you select and respond to any Job listing, you are doing so at your own risk.

Responding to a Job listing. You will be able to browse Job listings which are appropriate to your qualifications and profile, and may apply to a Hirer using the messaging functions of the Site if you are interested in the Job listed. You should not respond to any Job unless you meet all requirements described in the Job listing (for example, as regards qualifications and availability).

Negotiation. You and the Hirer may negotiate commercial terms in relation to any particular Job listing, such as rates payable and any special terms. All communications in relation to any Job must take place through the messaging functions of the Site (and note in particular that we may review all such messages). If you agree specific commercial terms, then these will take priority over the Standard Terms. It is your responsibility to ensure that you have read and understood the Standard Terms and have expressly negotiated any variations to them which you may require. In particular, you should note (as a non-exhaustive list) that by default under the Standard Terms:

· all intellectual property rights created in the course of your work will belong to you, but will be licensed to the Hirer under a broad licence enabling the exploitation of those rights by the Hirer without attribution. If you need to impose any limits on the Hirer’s use (for example because you are subject to academic restrictions or funding terms which would prevent such a broad licence), or if you require attribution, then you must ensure you have specifically negotiated provisions with the Hirer to address this;

· travel time and expenses are not recoverable; and

· you are required to have and maintain public liability and professional indemnity insurance.

Terms which may not be included. In your negotiations, you and the Hirer may not agree any terms which:

· purport to impose any obligations on us, or restrict our rights; or

· affect any means of invoicing and receiving payments in relation to any Job (as all invoicing and payment must be through the Site.

Contracting. When you have agreed commercial terms, you may enter into a legally binding contract with the Hirer using the functions of the Site. Any such contract will be on: i) the Standard Terms; and ii) the commercial terms agreed between you and the Hirer.

4.   Payments and our fees

Your right to payment. When you enter into a contract with a Hirer in relation to a Job, the Hirer will be required to accept the Standard Terms (together with any special terms agreed with you). This means that it is entering into a legally binding contract with you under which you agree to provide consultancy services and the Hirer agrees to pay for those services. Before the Hirer is able to contract with you, it is required (under our Hirer Terms of Use) to have paid some or all of your fees to us as an up-front payment.

Invoicing and payment. When you are entitled to payment under your contract with the Hirer, you must raise an invoice for the Hirer and submit it through the Site. Typically you will be entitled to raise your invoice on completion of the Job, but longer-term Jobs may be invoiced weekly in arrears. Subject to the Hirer’s approval, and provided we have sufficient pre-paid funds, we will then facilitate the payment of your invoice by transferring pre-paid funds to you through our nominated payment processing service provider, PayPal (Europe) S.a.r.l. et Cie, S.C.A (PayPal). We will make any such payments in UK pounds sterling to the PayPal account associated with your registered account with us. Payments are typically made weekly in arrears.

Invoicing outside the Site. You may not raise invoices for any Job other than through the Site.

Our fees. When we transfer funds to you, in payment of your invoice, we will retain our introduction fees, which will be ten per cent (10%) of the invoice value (including VAT where applicable). We will provide you with an invoice for our fees as a record. We are also entitled to certain other fees payable by the Hirer under our Hirer Terms of Use. Our fees are strictly non-refundable.

Cancellation fees. If after acceptance of any Job and contracting with any Hirer you terminate your agreement with the Hirer for convenience in accordance with the Terms of Engagement, or otherwise fail to proceed to perform the Job, then we will be entitled to charge you a cancellation fee. The fee is:

· if you cancel less than one week after contracting, 75% of the fee which would have been payable to us had you performed the Job in full;

· if you cancel less than three weeks but more than one week after contracting, 50% of the fee which would have been payable;

· if you cancel less than six weeks but more than three weeks after contracting services, 25% of the fee which would have been payable.

 Limitations of PayPal transactions. The payment processing facilities that we provide through PayPal may be suspended or modified by us or on our behalf at any time and for any reason. We may impose security measures such as transaction limits on our users (for example, limiting the value or frequency of transactions). To help us prevent money laundering and fraud we reserve the right to decline any transaction or instruct PayPal to reverse any transaction. We will not have any liability to you if you are unable to make or receive due to the unavailability of our Site, the payment processing facilities provided through PayPal, or the exercise of our discretion to decline or reverse transactions.

5.   The Referral Pyramid

 

How it works. You will be entitled to certain referral rewards:

· if you introduce another Worker to our Site using the referral functions on our Site;

· if a Worker introduced by you to our Site refers another Worker to our Site; and/or,

· if a Worker referred by a Worker you introduced refers another Worker to our Site.

The referral rewards are calculated based on the sums paid to those Workers through the Site. For more details see /rewards/ – we call the rewards structure the Referral Pyramid.

Referral benefits. Referral rewards will accrue to you when the Workers in your Referral Pyramid are paid through the Site. You can, through your account settings, nominate certain charities to receive the referral rewards which have accrued to you, or you can request that they are paid to you instead. We will pay out referral rewards weekly in arrears, generally at the same time as paying any other sums due to you in relation to any Jobs.

6.   Disputes and reviews

Disputes. We are not party to the contracts between Workers and Hirers and any disputes between the parties are for them to settle. However, we do require disputes to be logged through the Site so that we are aware of them. We may, if requested, provide reasonable support in mediating any dispute but do so without any warranty and without accepting any liability for our input. We will not make payment of any sums to any Worker without the express authorisation of the Hirer, so you should be aware that disputes may delay payment. If a Hirer or Worker is the subject of frequent disputes (to the extent that we regard their behaviour as suspicious) then we may suspend or block their access to the Site.

Reviews.  We encourage Hirers to provide feedback in relation to the Workers’ performance. Reviews are typically based on a star rating. We may pre-moderate reviews and may edit them to ensure they comply with the Terms and are free of typos and errors which may affect readability. Otherwise, we tend to (but are not obliged to) post reviews as drafted to encourage an honest exchange of opinion between our users. Any review which passes moderation and which relates to a Job performed by you will appear on your profile page. As with all content on our Site, we may take down reviews (or responses to reviews) at our discretion.

 

7.   After Job completion

 

No dealing outside the Site. You may not, for a period of twelve (12) months following completion of any Job, provide or offer to provide any services, directly or indirectly, to the Hirer with whom you dealt in connection with that Job or to any person, organisation or entity which is affiliated or connected with that Hirer. If during such period you wish to provide services to any such Hirer, person, organisation or entity, then either:

· they must list a Job on the Site for which you may apply; or

· you must contact us to seek a release of this restriction on such commercial terms as we may agree with you.

8.   Insurance

 

You will at all relevant times (which means as long as you are performing any Job) maintain with a reputable insurer insurance appropriate cover, sufficient to meet any potential liabilities to us and to any Hirers which might arise in relation to your use of our Site and your performance of Jobs.

9.   Record-keeping and audit

 

You must maintain records sufficient to demonstrate your compliance with these Terms at all times, and must provide those records to us for our inspection upon our reasonable request. We, or our appointed auditors, may audit your compliance with these Terms by investigation of such records from time to time on reasonable notice during working hours, and in such a manner as to minimise disruption to your business or operations. If any audit discovers any material breach of these Terms then you shall reimburse our reasonable costs of audit on our demand.


Spyre Hirer Terms of Use

These Hirer Terms of Use set out your rights and responsibilities when using our website (which we’ll refer to as our Site) to ensure the best possible experience for you and other users. After you have registered an account as a Hirer user of our Site, you may post listings for temporary consultancy engagements (Jobs) which have been posted by organisations who are registered on our Site and may browse the profiles of consultants who have registered on the Site (Workers).

In these Hirer Terms of Use we may refer to the Terms. When we do, this has the meaning given in our General Terms of Use – i.e. not just these Hirer Terms of Use, but also the General Terms of Use and any other of our legal terms which may apply to you.

 

1.   How it works

 

Contracting. At Spyre we provide an environment in which you can post and Workers can apply for Jobs. However, the contract for the performance of any Job is between you and the Worker – we are not part of that transaction, although we may facilitate it. The contract between you and the Worker will be made on a set of standard terms to which we require all our users to adhere (the Standard Terms).  When you and the Worker enter into a contract in relation to any Job, you will do so on the Standard Terms, but will be free to negotiate specific variations to the Standard Terms as needed before contracting.

Who you are. When we refer in these Hirer Terms of Use to you or the Hirer, we mean either you or the entity or organisation on whose behalf you have registered an account with us.

 

2.   Registering your account

 

Information required. You can register as a Hirer user of our Site here. To register you will be asked to enter certain information, including:

· a user name;

· your name and contact details;

· whether you are an individual or a business;

· where you are a business, your organisation or entity’s name, description and logo.

You may also be asked to provide further information in order to enable certain functions of the Site – for example, we may require you to link your PayPal account in order to make payments. We may also introduce verification and validation requirements in relation to your information from time to time and you must provide us with any information which we reasonably request in relation to those requirements.

Our use of personal data. By way of reminder, our General Terms of Use set out certain terms relating to the information you provide to us and to account security and our Privacy Notice sets out details of how we may use that information.

Your visible profile. In the course of opening your account a profile which is personal to you will be generated, and this may be visible to other users of our Site (and in particular Workers). You can update this profile from time to time. These profiles are intended to build a spirit of trust and community among our users, and will allow other users to see, in addition to your profile information, how many Jobs you have posted and your rating based on feedback from Workers. You should ensure that your profile contains only information which you are happy to be publicly available.

 

3.   Contracting with Workers

 

Job listings. You may post Job listings from time to time on the Site using the functions of the Site. In order to post a Job listing you must include at a minimum the following details:

· a description of the services required;

· the location where the services are to be performed;

· the timings for performance of the services;

· any specific deliverables required to be provided by the Worker;

· applicable fees; and

· qualifications required.

 

While we may moderate Job listings for editorial purposes to ensure a consistent tone and feel with the rest of our Site, we are not responsible for their content. You must ensure that their content meets the content standards set out in our Terms. We may refuse to publish any Job listing on our Site.

Publication of Job listings. After a Job listing has been posted, a page for that listing will be created and will be visible to relevant Workers. The page will include comment functionality, so that Workers may post comments or questions in relation to the Job and so that you may respond to them. Comments and responses will be visible to other users of the Site so you should ensure they do not contain any confidential information and that they are otherwise appropriate.

Application by Workers. Workers may apply for any Job using the messaging functions of the Site. While we encourage Workers not to respond to any Job unless they meet all requirements described in the Job listing (for example, as regards qualifications and availability), and while we may at our option conduct certain verification checks in relation to Workers, it is your responsibility to assess for yourself the suitability and fitness of any Worker for the Job. We do not accept any responsibility or liability for the selection or verification of Workers.

Negotiation. You and the Worker may negotiate commercial terms in relation to any particular Job listing, such as rates payable and any special terms. All communications in relation to any Job must take place through the messaging functions of the Site (and note in particular that we may review all such messages). If you agree specific commercial terms, then these will take priority over the Standard Terms. It is your responsibility to ensure that you have read and understood the Standard Terms and have expressly negotiated any variations to them which you may require. In particular, you should note (as a non-exhaustive example) that by default under the Standard Terms all intellectual property rights created in the course of your work will not belong to you, but will be licensed by the Worker under a broad licence enabling the exploitation of those rights by you without attribution. Certain academic Workers may feel the need to impose additional limits on your use of those deliverable (for example because the Worker is subject to academic restrictions or funding terms which would prevent such a broad licence).

Good faith. We expect all negotiations to be conducted in good faith. For example, if your Job listing sets a particular fee rate and you then seek to reduce that rate in negotiations with a particular Worker, we would expect you to be able to clearly explain and document the reasoning for the reduce rates (e.g. if the Worker’s qualifications are less than anticipated in the Job listing).

Terms which may not be included. In your negotiations, you and the Worker may not agree any terms which:

· purport to impose any obligations on us, or restrict our rights; or

· affect any means of invoicing and receiving payments in relation to any Job (as all invoicing and payment must be through the Site.

Contracting. When you have agreed commercial terms, you may enter into a legally binding contract with the Worker using the functions of the Site. Any such contract will be on: i) the <a href=”/useragreement/”>Standard Terms</a>; and ii) the commercial terms agreed between you and the Worker. Before you are able to contract with the Worker, you must have deposited in your account with us sufficient sums to pay both the Worker’s fees for the Job (or at least the first month’s fees) and our own fees, as described below.

Listings after contracting. Any job listing will still be visible after a Worker has contracted to perform the relevant Job, but comment functions will be disabled.

4.   Payments and our fees

The Worker’s right to payment. When you enter into a contract with a Worker in relation to a Job, you will be required to accept the Standard Terms (together with any special terms agreed with you). This means that you are entering into a legally binding contract with the Worker under which the Worker agrees to provide consultancy services and you agree to pay for those services.

Our account. We hold and disburse funds for each Hirer in order to pay Workers for Jobs, and the functions of our Site enable Hirers to deposit sums with us on account. Before you can enter into any contract with a Worker in relation to a Job, you must ensure that you have transferred sufficient funds to your account with us to pay for the Job in full (if it lasts less than a month) or to pay for the first month’s fees in relation to the Job. If at any time you have more money in your account with us than is necessary to pay for any Jobs which are “live”, then you may request withdrawal of those funds and we will remit them to you within a reasonable period.

Our fees. We are entitled to an introduction fee in relation to any Job for which you hire any Worker. The fee is ten per cent (10%) of the Job value (including VAT where applicable). We will take payment of this fee from the funds we hold in your account:

· in full at the time you contract with the Worker, in the case of Jobs lasting less than a month; and

· monthly in advance (based on the monthly payments agreed between you and the Worker) in the case of Jobs lasting longer than a month; and

· as a final payment in arrears if on conclusion of any Job any of the outstanding Job value is or has yet to be invoiced by the Worker.

We will provide you with an invoice for our fees as a record. We are also entitled to certain other fees payable by the Worker under our Worker Terms of Use.

Invoicing and payment of Workers. When a Worker is entitled to payment under its contract with you, it will raise an invoice for you and submit it through the Site. You must ensure that at all times we have sufficient pre-paid funds in your account to make payment of Worker invoices and of our own fees as described above. You must approve the payment of the Worker’s invoice promptly, and in any even within seven (7) days. If you have any queries or disputes in relation to any Worker’s invoice, you must likewise raise these within seven (7) days. Subject to your approval, we will facilitate the payment of the Worker’s invoice by transferring pre-paid funds to the Worker through our nominated payment processing service provider, PayPal (Europe) S.a.r.l. et Cie, S.C.A (PayPal).

Invoicing outside the Site. You may not request or accept invoices for any Job other than through the Site.

Cancellation. If after acceptance of any Job and contracting with any Worker you terminate your agreement with the Hirer for convenience in accordance with the Terms of Engagement prior to the start date for the Job, then we will refund to you fifty per cent (50%) of our fees for that Job. Otherwise our fees are non-refundable.

Limitations of PayPal transactions. The payment processing facilities that we provide through PayPal may be suspended or modified by us or on our behalf at any time and for any reason. We may impose security measures such as transaction limits on our users (for example, limiting the value or frequency of transactions). To help us prevent money laundering and fraud we reserve the right to decline any transaction or instruct PayPal to reverse any transaction. We will not have any liability to you if you are unable to make or receive due to the unavailability of our Site, the payment processing facilities provided through PayPal, or the exercise of our discretion to decline or reverse transactions.

5.   The Referral Pyramid

 

How it works. You will be entitled to certain referral rewards:

· if you introduce another Hirer or a Worker to our Site using the referral functions on our Site;

· if a Hirer or Worker introduced by you to our Site refers another Hirer or Worker to our Site; and/or,

· if a Hirer or Worker referred by a Hirer or Worker you introduced refers another Hirer or Worker to our Site.

The referral rewards are calculated based on the sums paid by those Hirers or to those Workers through the Site. For more details see  /rewards/  – we call the rewards structure the Referral Pyramid.

Referral benefits. Referral rewards will accrue to you when we receive our fees in connection with Hirers and Workers within your referral pyramid. You can, through your account settings, nominate certain charities to receive the referral rewards which have accrued to you, or you can request that they are paid to you instead. We will pay out referral rewards weekly in arrears.

6.   Disputes and reviews

Disputes. We are not party to the contracts between Workers and Hirers and any disputes between the parties are for them to settle. However, we do require disputes to be logged through the Site so that we are aware of them. We may, if requested, provide reasonable support in mediating any dispute but do so without any warranty and without accepting any liability for our input. If a Hirer or Worker is the subject of frequent disputes (to the extent that we regard their behaviour as suspicious) then we may suspend or block their access to the Site.

Reviews.  We encourage Hirers to provide feedback in relation to the Workers’ performance, and likewise encourage Workers to review their experience with Hirers. Reviews are typically based on a star rating. We may pre-moderate reviews and may edit them to ensure they comply with the Terms and are free of typos and errors which may affect readability. Otherwise, we tend to (but are not obliged to) post reviews as drafted to encourage an honest exchange of opinion between our users. Any review which passes moderation and which relates to a Job listed by you will appear on your profile page and on the listing for that Job. As with all content on our Site, we may take down reviews (or responses to reviews) at our discretion.

 

7.   After Job completion

 

No dealing outside the Site. You may not, for a period of twelve (12) months following completion of any Job, solicit or receive the provision of any services, directly or indirectly, by any Worker with whom you dealt in connection with that Job. If during such period you wish to procure further services from any such Worker, then either:

· you must list a Job on the Site for which you may apply; or

· you must contact us to seek a release of this restriction on such commercial terms as we may agree with you.

8.   Record-keeping and audit

 

You must maintain records sufficient to demonstrate your compliance with these Terms at all times, and must provide those records to us for our inspection upon our reasonable request. We, or our appointed auditors, may audit your compliance with these Terms by investigation of such records from time to time on reasonable notice during working hours, and in such a manner as to minimise disruption to your business or operations. If any audit discovers any material breach of these Terms then you shall reimburse our reasonable costs of audit on our demand.