1.1 These Terms apply to the access and use of the Site owned and operated by AstraNova (Un) Limited a company registered in England and Wales with company number 14677866 and registered office at 4th Floor, 100 Cannon Street, London, England EC4N 6EU (we, us). No other terms apply, including all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.
1.2 We reserve the right to update these Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. If the changes substantially affect your rights or obligations, we shall notify you if we have your email address. Otherwise, you are responsible for regularly reviewing these Terms so that you are aware of any changes to them. If we do so, the updated version of the Terms will be effective as soon as it is accessible on the Site. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site.
1.3 The Site allows users to clients and service providers to view each other’s details and requirements and contact each other if they wish to engage. We are not liable for the acts or omissions of our users. We operate only as an intermediary platform.
2.1 In these Terms, the following words have the following meanings:
Client, you: an individual, company or other organisation seeking to engage a Service Provider on the Site;
Client Content: all content uploaded to the Site by the Client, including content relating to the Client itself and content relating to a Project and any review of a Service Provider;
Content: all content on the Site;
Fee: the fee, whether money or money’s worth including shares, paid by the Client for the Service Provider’s services for the Project;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Project: the project required by a Client and featured on the Site;
Service Provider: the Service Provider using the Site;
Service Provider Content: all content uploaded to the Site by the Service Provider, including content relating to the Service Provider itself and content relating to a Project;
Site: this website; and
Working Days means any day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms.
2.4 References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.6 Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.
3.1 If you wish to register as a Client on the Site, you must (a) have the authority to bind any organisation that you purport to represent to these Terms; (b) be at least 18 years old; and (c) be legally capable of entering into a contract. At our request, you shall provide evidence of your compliance with this Condition 3.1
3.3 No fees are due from you in relation to the registration on the Site. However, you may be required to pay a commission to us in the circumstances set out in Condition 5.6.
4. Use of Site
4.1 We grant to you a personal non-exclusive, non-transferable right to use the Site and Content in accordance with these Terms. You shall have no right to sub-license your use of and/or access to the Site.
4.2 You are responsible for configuring your own systems appropriately to access and use the Site. You must not use the Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site or interferes with any third parties use of the Site.
4.3 When you use the Site you must comply with all applicable laws and you agree not to:
4.4 We will use reasonable endeavours to make the Site available at all times. However, there may be occasions when access to the Site may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall have no liability to you for any unavailability of the Site.
4.5 We shall use all reasonable endeavours to keep the Site secure but you acknowledge that the Site may be subject to breaches of security and that we shall have no liability for any lost data or unavailability as a result of any attack or assault on its security or any attempt to disrupt the Site.
5. Contact with Service Providers
5.1 You can search our database of Service Providers and view all Service Provider Content at any time. You can then contact the Service Provider to discuss your Project or other requirements.
5.2 When you upload a Project or other Client Content to the Site, all Service Providers can view the Client Client and contact you directly if they are interested in providing the services required under the Project or otherwise.
5.3 You shall not use or copy the Service Provider Content for any purpose other than to consider whether or not the Service Provider is suitable to carry out your Project or other requirements. Breach of this Condition 5.3 shall be a material breach that is not capable of remedy and we shall be entitled to terminate your Astra Nova account.
5.4 If you agree to receive services from a Service Provider, you shall immediately notify us of (a) the date when you first begin to provide services to a Client; (b) the Fee due; (c) the likely duration of the services, any early termination rights and how that affects the Fee; and (d) the actual date when such services are completed.
5.5 You acknowledge and agree that if the Fee is to be paid in shares, you shall provide all necessary approvals to the Service Provider in order to ensure that the Service Provider can transfer to us the proportion of the shares that they have agreed to do so in accordance with the Service Provider’s contractual obligations to us.
5.6 Notwithstanding any other provisions of these Terms, if at any time, you engage any individual you have been introduced to or otherwise become aware of through the Site, you shall again immediately notify us, and pay to us a sum equal to [ ] (the Commission). You agree that we do not however seek to introduce or supply individuals to you in respect of any particular vacancy and we do not act as an employment agency and/or employment business and we are not therefore bound by the provisions of the Conduct of Employment Agencies and Employment Business Regulations 2003. We are an intermediary platform only.
5.7 In order to ensure your compliance with Clauses 5.5 and 5.6, we or our authorised representative shall be entitled to inspect and audit your books and records on at least 5 Working Days’ notice during business hours and to take copies of or extracts from such books and records and you shall co-operate with such inspection. All such books and records shall be maintained and kept accessible and available for inspection for 6 years after expiration or termination of your Astra Nova account. If any inspection reveals that there has been an under payment of any Commission due, you shall promptly pay to us a sum equal to such underpayment together with all interest due on such sums and the costs of carrying out the audit.
5.8 You agree that the Client Content shall not (a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations; (b) infringe the copyright, database rights, trade mark rights or other intellectual property rights of any third party; (c) be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence; (d) be deliberately or knowingly false, inaccurate or misleading; (e) include any content which promotes fraudulent, inappropriate or illegal activities; promotes violence or hatred; is or discriminatory of any group of people; or is obscene, offensive, hateful or inflammatory; (f) contain any virus; and/or (g) gives rise to any cause of action against us.
5.9 You grant to us a non-exclusive, royalty free, transferable licence to (a) reproduce the Client Content on the Site; and (b) allow the Service Providers to access and rely on the Client Content to carry out the Project.
5.10 We do not monitor or review any Client Content. However, we may remove any Client Content at any time and without notice if we reasonably believe that such content infringes any of the provisions of these Terms.
5.11 You shall treat all personal data and other information relating to a Service Provider as confidential and keep all such information secure, and not share such data with any third party, or use such data for any purpose except to receive services from the Service Provider. You shall take appropriate security measures (including physical, electronic and procedural measures) to help safeguard such personal data from unauthorized access, loss and disclosure and shall otherwise comply with all applicable laws and regulations relating to data protection. You shall ensure that individuals processing personal data of a Service Provider are subject to a duty of confidence in relation to such personal data. You shall assist us in providing subject access and allowing data subjects to exercise their rights under applicable laws and assist us in meeting our legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. At our request, you shall submit to audits and inspections by us to ensure that it is complying with its obligations under this Condition 5.11 and shall notify us if you are requested to take any action in breach of any applicable data protection legislation.
6. Service Providers and Service Provider Content
6.1 Service Providers upload Service Provider Content to the Site. We do not screen or monitor Service Provider Content and are not liable for such Service Provider Content whether it is incomplete, inaccurate, out of date or otherwise unlawful. We make no warranty or representation in relation to any Service Provider or Service Provider Content.
6.2 You agree that on engaging a Service Provider to provide services, you are entering into a contract with the Service Provider and not us. You should carefully review the Service Provider’s terms and conditions for the provision of services. As a result, we are not responsible or liable to you in relation to the provision of the Service Provider’s services or otherwise in relation to any act or omissions of the Service Provider.
6.3 We do not recommend or endorse any Service Provider, the suitability or need for the Project and/or the quality of the Service Provider’s services. We do not guarantee that you will find a suitable Service Provider on the Site.
8. IP Rights & Publicity
8.1 You acknowledge that no IP Rights in the Site and/or the Content are assigned to you under these Terms.
8.2 You hereby assign to us all IP Rights that may exist in any feedback, reviews, comments, proposals or amendments that you provide to us in respect of the Site and/or a Service Provider.
8.3 We may refer to the Client in any of our marketing, promotional or other literature
9. Warranties, Disclaimers
9.1 You are solely responsible for ensuring that the Site is appropriate and suitable for your needs. You agree that (a) the Content and Service Provider Content, including the identity of the Service Providers and information relating to the Service Providers, does not constitute any form of advice or recommendation; and (b) we do not warrant that the Client will find a suitable Service Provider ; (c) we do not warrant that the Content is accurate or complete or that any particular result will be achieved, achievable or achieved by you in relation to the Project.
9.2 We do not act as principal in any transaction, nor as agent for a Service Provider, nor are we party to any binding agreement between Clients and Service Providers. Our role and responsibility is limited to enabling the introduction between Clients and Service Providers If there is any dispute between Clients and Service Providers on the Site, the Client and Service Provider as the case may be, should contact each other. We will not resolve any dispute, but we ask that you keep us up to date with a dispute in order that we can monitor the provision of products and/or services by our users.
9.3 Except as set out in these Terms, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by us and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms.
10. Liability – Your Attention Is Particularly Drawn To This Condition
10.1 We exclude any and all liability to you, whether for breach of contract, tort (including negligence) or otherwise for (a) loss of profit, sales or business; (b) loss or corruption of data or information; (c) business interruption; (d) loss of business opportunity or anticipated saving; and/or (e) any indirect or consequential or incidental loss incurred by the Client even if we have been advised of the possibility of such losses. The Client agrees that the provisions of this Condition 10.1 are severable.
10.2 Our liability shall be limited to foreseeable damages arising as a direct result of our breach of the Terms and/or our negligence. Foreseeable means that the losses could have been reasonably contemplated by you and us at the time of entering into the Terms and subject to Condition 10.3, our maximum liability to you whether in contract, tort or otherwise shall in no circumstances exceed the commission received by us in respect of any services provided to you by a Service Provider.
10.3 Nothing in these Terms shall operate to limit or exclude our liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.
10.4 The Client shall defend and indemnify us and keep us indemnified and held harmless from and against any costs, claims, losses, damages, expenses and liabilities that we may suffer or incur arising as a result of any claim received by us in relation to your acts or omissions, including your breach of these Terms, negligence and/or willful or reckless default.
10.5 The Client acknowledges that the Site may link to third party websites. Any link from the Site does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or their content or operators. To the maximum extent permitted by English law, we exclude all responsibility or liability for those websites.
11.1 You may terminate your Astra Nova account at any time through your dashboard. Your obligations to a Service Provider are not affected by such termination. We may also terminate your Astra Nova account at any time on notice to you. On termination of your Astra Nova account, we shall immediately have the right to delete the Client Content and you shall cease to access the Site.
11.2 Termination of your Astra Nova account shall not affect the accrued rights of each party. Notwithstanding termination, the following Conditions shall remain in force: Conditions 5.4, 5.5 and 5.6 (Contract with Service Providers), 8 (IP Rights & Publicity), 9 (Warranties, Disclaimers), 10 (Liability), 11.2 (Termination) and 12 (General).
12.1 These Terms constitute the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, standard terms, negotiations and discussions between the parties relating to it.
12.2 Nothing in these Terms shall confer or purport to confer on any third party, including a Service Provider, any benefit or the right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.
12.3 The failure or delay of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
12.4 If any provision of these Terms is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
12.5 Nothing in these Terms shall create or imply a partnership or joint venture or agency relationship between us and the Client.
12.6 Any notice given under these Terms shall be in writing and shall be served by delivering the notice personally or by email to the latest address notified. Any such notice shall be deemed to have been received at the time of delivery.
12.7 These Terms shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.