1. Your Use of the Marketplace

1.1 Overview and Definitions

SpecialistsGrid makes the Website available as an online venue where Users (as defined below) can buy and sell services in relation to the completion of Projects or the performance of tasks (“Specialist Services”) online. The SpecialistsGrid Marketplace allows companies and/or individuals who require Specialist Services (“Client(s)”) to post their requirements (“Projects”) and companies or individuals who provide Specialist Services (“Specialists” and, collectively with Clients, “Registered Users”) to submit inquiries (“Inquiries”, “Inquiry”) for Specialist Services . In summary, the Website contains features that enable Specialists and  Clients to do, among other things, the following:

Clients: Create profiles, search for Specialists, compare Specialists, raise Inquiries, pay Specialists via SpecialistsGrid, and rate and leave feedback for Specialists.
Specialists: Create profiles, advertise capabilities, receive payment from SpecialistsGrid, and get rated and obtain feedback from Clients. Any users that are registered as Specialists can also perform same activities as users registered as Clients.

 If a Client chooses Specialist to provide services and raises Inquiry, SpecialistsGrid will form a  Contract (“Contract”) between such Client and Specialists and between SpecialistsGrid and the Specialist. The Specialist shall perform the requested Specialist Services as an independent contractor or contracting company  and nothing in these Terms of Use shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Specialist and Client or between  SpecialistsGrid and any Client or Specialist.

We will provide and maintain the Marketplace in order to introduce Clients and Specialists and we will collect payment from the Client on behalf of the Specialist.

We also provide Registered Users with certain services described in, and subject to, these Terms of Use (as further defined below, the “SpecialistsGrid Services”). We may add, delete or modify some or all of such SpecialistsGrid Services at any time at our sole discretion with reasonable notice posted in advance on the Website.

Any capitalized term not otherwise defined in these Terms of Use have the meaning given such term on the Website. Capitalized terms used in these Terms of Use have the following
meanings:

“Account” means the SpecialistsGrid Account created by the Website when you register to become a Registered User.

“Billing and Payment Service” means the SpecialistsGrid Billing and Payment Service defined in Section 3.

"Client Deliverables" means instructions, requests, intellectual property and any other information or materials that a Specialist receives from a Client for a particular  
Contract.

“Dispute Resolution Process” means the process described in Section 6 and in Dispute Resolution Policy.

“Dispute Resolution Service” means the service described in Section 6 and in Dispute Resolution Policy.

“SpecialistsGrid Services” means the creation, hosting, maintenance, and provision of the Website and all services delivered by SpecialistsGrid that are accessible through the Website, including but not limited to SpecialistsGrid Billing and Payment Service,  Dispute Resolution Service or Recruitment Service. The  term SpecialistsGrid Services does not include Specialist Services or Third-Party Services.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“IP” refers to Intellectual Property (defined above).

“Payment Processing Fee” has a meaning as described in Section 4.

“Specialist Services” means all services delivered by Specialists.

“Service Contract” shall have the meaning given to it below in Section 2.

“Project Fee” has a meaning as described in Section 4.

“Service Contract” means the default Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist as per Section 2. A Service Contract may include Project specifications, price, Milestones, delivery times, deliverables, payment terms, warranties and other contractual obligations.

“Third-Party Services” means all services that are accessible through the Website and delivered by third parties. The term Third-Party Services does not include SpecialistsGrid Services or Specialist Services.

“Service Fees” has a meaning as described in Section 4.

“User” and “Registered User” means a person or legal entity that registers for an Account.

“Visitor” means a person who is only visiting the Website, not a Registered User or User.

“Website” means the World Wide Web site operated by SpecialistsGrid.com at http://www.SpecialistsGrid.com or any replacement URL.

“Website Services” means all services that are accessible through the Website except Specialist Services whether provided by SpecialistsGrid, an Affiliate or a third party. Website
Services expressly include, without limitation, Widgets and third party links and applications.

“You”, “your”, “yours” means a Visitor or User or Registered User accessing the Website or using the Website Services on his or her own behalf; or, if the Website Services are used on behalf of a Registered User, ‘you’ means the User for which the Website Services are used and the Registered User who accesses the Website on behalf of such Registered User (and such Registered User represents that he or she has the authority to do so on the Registered User's behalf).

1.2 General User Obligations

SpecialistsGrid provides an online Marketplace to connect and promote Clients and Specialists using the SpecialistsGrid Platform  as well as selling Specialists' services . SpecialistsGrid is not a service company and does not provide services or manage individual users or their work, in any manner. SpecialistsGrid has no control over
and does not guarantee the quality, safety or legality of any Specialist Services performed or deliverables or Work Product created, advertised, the truth or accuracy of Project listings, the qualifications, background, or ability of Specialists to perform Specialist Services, the ability of Clients to pay for Specialist Services, or that a Client or Specialist can or will actually complete a Project, unless is specified otherwise in the Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist.

SpecialistsGrid is not responsible for and will not control the manner in which a Specialist operates and is not involved in the hiring, firing, discipline or working conditions of the Specialist, unless is specified otherwise in the Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist.SpecialistsGrid will not provide any Specialist with any materials or tools to complete any Specialist Services. Clients and Specialists must look solely to the other for enforcement and performance of all the rights and obligations arising from  Service Service Contract and any other terms, conditions, representations, or warranties associated with such dealings, unless is specified otherwise in the Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist.

SpecialistsGrid expects a consistent and high level of courtesy, respect and professionalism from all of its users toward each other. Users agree to use good judgment when posting
information, comments, and feedback or other content regarding other users, SpecialistsGrid or any third party anywhere within the SpecialistsGrid Marketplace. Users may be held legally responsible for damages suffered by other users, SpecialistsGrid or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the SpecialistsGrid Marketplace. All Clients and Specialists are to comply with all laws applicable to them or to their activities, and with all posted SpecialistsGrid policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at SpecialistsGrid’ discretion, and the currently effective policies will be deemed to be part of this Agreement.

The Website and its contents (the “Content”) are strictly intended for users of SpecialistsGrid Marketplace. You will not access (or attempt to access) the Website by any means other than the interface provided, and you will not use information from the Website for any purpose other than the purpose for which it was made available. You are specifically prohibited from: i) downloading, copying, or re-transmitting any or all of the Website or the Content without, or in violation of, a written license or agreement with SpecialistsGrid; ii) using any data mining, robots or similar data gathering or extraction methods; iii) manipulating or otherwise displaying the Website or the Content by using framing or similar navigational technology; iv) registering,subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any SpecialistsGrid Services if you are not expressly authorized by such party to do so; and v.) using the Website or the Content other than for its intended purpose. You will not interfere with the security of, or otherwise abuse this Website or any system resources, services or networks connected to or accessible through this Website. You will not engage in any activity that interferes with or disrupts the functioning of the Website. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services offered by SpecialistsGrid Marketplace. You may only use this Website for lawful purposes.

SpecialistsGrid provides unmonitored access to third party content. SpecialistsGrid Marketplace is only acting as a venue and/or portal, therefore SpecialistsGrid has no liability based on, or related to, the third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. The Website may contain links to third party websites. SpecialistsGrid is not responsible for and does not monitor or censor content for accuracy or reliability. SpecialistsGrid, therefore, cannot endorse the content, products, services, practices, policies, or performance of the websites we link to from the Website and users should not treat any link as such an
endorsement or acceptance of veracity or value. SpecialistsGrid reserves the right to remove or restrict access to any information or content posted or made available on the SpecialistsGrid if ordered to do so by a government authority or if SpecialistsGrid considers such information or content to be in violation of this Agreement.

1.3 Eligibility

SpecialistsGrid has absolute discretion as to whether or not we accept a particular user or website for participation on SpecialistsGrid.com.

The SpecialistsGrid Marketplace is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. As such, it is not intended for children or minors.

User agrees that user is not i) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; ii) a citizen or resident of, or located in, a country or region that is subject to UK or other sovereign country sanctions or embargoes, including without limitation Cuba, Iran, North Korea, Sudan and Syria; or iii) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred 6Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

1.4 Registration

To become a Registered User and to access SpecialistsGrid Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the
registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.

1.5 Account and Identity

Once you have registered with the Website as a Registered User, the Website will create your Account with SpecialistsGrid.com and associate it with an account identification .

All identity information associated with a SpecialistsGrid user account must be real and verifiable. Each SpecialistsGrid user account may be used by only one person or legal entity and each person or legal entity is allowed to  use only one user account. SpecialistsGrid reserves the right to validate user information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the user's identity. You authorize SpecialistsGrid, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial identity. Failure to provide information about you and your business when requested is a violation of this Agreement.

1.6 Account Security

During registration process, you will be asked to enter your email address, which will serve as a username, and password for the Account. As a Registered User, you agree that you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website.

User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on SpecialistsGrid. You must notify SpecialistsGrid Support immediately, by sending an email to info (at) SpecialistsGrid.com, if you suspect that your password has been lost or stolen. By using your SpecialistsGrid user account, you acknowledge and agree the SpecialistsGrid’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting Profiles, submitting Inquiries or performing Specialist Services under your SpecialistsGrid user account.

1.7 Posting Inquiry

SpecialistsGrid offers the ability for Clients to post Fixed Price Project Inquiries (“Fixed Price Project Inquiries”), where the Client requires a Specialist Service to be delivered for an agreed fixed price. Scope of work, time and fixed price should be defined in the Service Contract and agreed by all sides.
 
All Project Inquiries posted on SpecialistsGrid Marketplace must be in English and not contain any information enabling or requesting contact or payment outside of the SpecialistsGrid Platform. Project postings must be of a Specialist nature and accurately describe the Specialist Services requested. They should be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings related to the creation of adult or explicit content or potentially of offensive nature, or those that involve modeling or acting are strictly prohibited. All information provided in a Project post must be true, accurate and complete. SpecialistsGrid reserves the right to verify any and all information provided on a user's profile or Project post.

By accepting a Project award, the Specialist is attesting that he/she/it has the skills and ability to perform the requested Specialist Services by the deadline agreed with the Client. Based on that Service Contract will be signed with selected Specialist.

1.8 Defining Project Requirements

Clients are responsible for managing, inspecting, accepting and paying (via SpecialistsGrid) for agreed Specialist Services delivered by the Specialist as per the conditions stated in the Service Contract.  

For the efficient use of the SpecialistsGrid Marketplace and the easy and fair resolution of possible disputes, in accordance with Section 6, the Client will be required to define clearly results, Work Product or deliverables in accordance with posting any guidelines in this Agreement and on the Website.

1.9 Approval of Project Inquiries by SpecialistsGrid Marketplace

All Project Inquiries are reviewed and approved by our customer care team to ensure the integrity of their content. Once a Project Inquiry is approved it will go live on the Website. It may take up to two (2) working days for a Project Inquiry that a Client has posted to be listed on the Website depending on the volume of Project postings and provided it is approved by the customer care team.

1.10 Removal of Project Inquiries from the Website

SpecialistsGrid will at its sole discretion disapprove, reject or remove Project Inquiries that we believe are not suitable or appropriate for the purposes of the SpecialistsGrid Marketplace.

1.11 No Obligation to Accept Proposals or Enter into a Service Contract

The Client is not obliged to accept a Proposal and doing so is at the Client's sole discretion. The Client cannot select multiple Proposals per Project posting. Where
the Client acting reasonably and in good faith at all times is unable to select a suitable Proposal the Client shall not be under any obligation to enter into a  Service Contract.

1.12 Accepting Proposals

On acceptance of a Proposal the Client and Specialist shall enter into a  Service Contract between them and SpecialistsGrid as outlined by the terms in Section 2.

1.13 Managing Projects and Working on Projects

1.13.1 Managing Projects

After Client selects a Proposal the Contract is being confirmed by all sides and Project starts, Specialist being managed by Customer as being specified in the Contract.

1.13.2 Working on Projects

Specialists agree to inform SpecialistsGrid about progress of the Project as agreed in the Service Contract.The Specialist is responsible for providing all tools and resources necessary to complete the Project, unless explicitly stated in the Service Contract.

1.14 Relationship between Client and Specialist

1.14.1 Service Contract

The  management of a Project are between a Client and a Specialist. Upon signature of the Service Contract Client agrees to purchase, and Specialist agrees to deliver, the Specialist Services and related deliverables in accordance with the following agreements (collectively, the “Service Contract”): (1) the Terms of Use; (2) the Project terms as awarded by the Client and accepted by the Specialist on the Website, to the extent not inconsistent with Standard Terms (defined below); and (3) any other contractual provisions accepted by both Client and Specialist and uploaded to the Website, to the extent not inconsistent with Standard Terms (defined below); .

Any conflicts in the Project Contract shall be resolved in the following order of precedence: (1) the Standard Terms; (2) the Project terms, as awarded and accepted on the Website, to the extent not inconsistent with the Standard Terms; and (3) any other contractual provisions accepted by both Client and Specialist and uploaded to the Website, to the extent not inconsistent with the Standard Terms; Notwithstanding anything to the contrary, Client and Specialist both agree not to enter into any contractual provisions or
Project terms in conflict with the Standard Terms. Any provision of a Project Contract which is in conflict with or modifies Standard Terms is null and void while the other parts of the Project Contract shall remain valid and binding.

Client is responsible for managing, inspecting, accepting and paying for satisfactory Specialist Services and related deliverables in accordance with the Project Contract in a timely and Specialist manner. Specialist is responsible for the performance and quality of the Specialist Services in accordance with the Project Contract in a timely and Specialist
manner. Client and Specialist each cov Contract enants and agrees to act with good faith and fair dealing in performance of the Project Contract. Client and Specialist each acknowledges and agrees that it is its responsibility to understand the requirements for each Project.

1.14.2 Independent Contractor Relationship

Specialist's relationship with Client will be that of an independent contractor or legal entity, and nothing in these Terms of Use should be construed to create a partnership, joint venture, or employer-employee relationship unless the Opt-Out clause is pursued in accordance with Section 3.3 (Opt-Out Fee).
Specialist is not the agent of Client and is not authorized to make any representation, contract, or commitment on behalf of Client. The Specialist will choose the manner and
means to perform Specialist Services. Specialist will provide its own equipment, tools, and other materials at its own expense. Specialist, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.

Specialist acknowledges and agrees that neither it nor any of its employees or agents shall have any claim under these Terms for overtime pay, sick leave, holiday or vacation pay,
retirement benefits, worker's compensation benefits, or employee benefits of any kind from Client.

Neither Client nor SpecialistsGrid will withhold, deduct or make payments for social security, unemployment insurance, national insurance, disability insurance contribution, other taxes, or obtain workers’ compensation insurance on Specialist’s behalf. Specialist is be solely and exclusively responsible for all tax returns and payments required to be filed with or made to any state, or local tax authority with respect to Specialist's performance of Specialist Services.

Specialist agrees to accept sole and exclusive liability for complying with, and making all payments under, all applicable state, federal and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, national insurance, disability, and other contributions based on payment of fees to Specialist by Client under the Project Contract.

Specialist hereby agrees to indemnify and defend Client and SpecialistsGrid against any and all such taxes or contributions, including penalties and interest. Specialist agrees to provide proof of payment of appropriate taxes on any fees paid to Specialist under these Terms upon reasonable request of Client.

Specialist acknowledges that SpecialistsGrid does not, in any way, supervise, direct, or control Specialist 's work or Specialist Services performed in any manner. SpecialistsGrid
does not set Specialist 's work hours and location of work. SpecialistsGrid will not provide Specialist with training or any equipment, labor or materials needed for a particular Project Contract.

SpecialistsGrid will not deduct any amount for withholding, unemployment, Social Security, national health insurance, or other taxes as it would in the case of an employee. Client and Specialist will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Specialist’s performance of Services.

Client and Specialist agree to indemnify, hold harmless and defend SpecialistsGrid from any and all claims arising out of or related to their Project Contract, including but not limited to claims that Specialist was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Specialist was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that SpecialistsGrid was an employer or joint employer of Specialist, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, national insurance, disability, worker's compensation benefits, unemployment benefits, or any other employee benefits.

Client may not require an exclusive relationship between Client and Specialist. A Specialist classified as independent contractor is free at all times to provide Specialist Services to persons or businesses other than Client, including any competitor of Client.

1.15 Relationship with SpecialistsGrid

1.15.1 SpecialistsGrid not a party to Projects

SpecialistsGrid has no control over and does not guarantee the quality, safety or legality of Specialist Services advertised, the
truth or accuracy of Project listings, the qualifications, background, or abilities of Users, the ability of Specialists to deliver Specialist Services, the ability of Clients to pay for Specialist Services, or that a Client or Specialist can or will actually complete a transaction, unless is specified otherwise in the Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist.

SpecialistsGrid is not required to and does not verify any information given to us by Specialists, nor does SpecialistsGrid perform background checks on Specialists. However, SpecialistsGrid may provide information about a Specialist, such as expertise or geographical location, or third party evaluations based on data given to us by the Specialist or a third party. Such information is provided solely for the convenience of Clients and is not an endorsement or recommendation by SpecialistsGrid.

All rights and obligations for the purchase and sale are specified in the Service Contract between Client and SpecialistsGrid or SpecialistsGrid and Specialist.. Client and Specialist must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Contract and any other terms, conditions, representations, or warranties associated with such dealings.

1.15.2 Third-Party Beneficiary of Service Contract

Client and Specialist each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Service Contract. Client and Specialist therefore appoint SpecialistsGrid a third-party beneficiary of their Project Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, SpecialistsGrid by this Terms of Use. Client and Specialist further agree that SpecialistsGrid has the right to take such actions with respect to the Service Contract or their  Accounts, including without limitation suspension, termination, or legal actions, as SpecialistsGrid in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

1.15.3 No Agency

This Agreement and any registration for or subsequent use of this Website will not be construed as creating or implying any relationship of agency, franchise, partnership or joint
venture between you and SpecialistsGrid, except and solely to the extent expressly stated.

1.16 Promotion

You agree and acknowledge that unless explicitly requested, SpecialistsGrid may display your company name, logo and public description of your Projects and your profile as part of the SpecialistsGrid Website(s) and/or other SpecialistsGrid marketing material

2. Service Contract between Client and Specialist

This paragraph is part of detailed Contract which will be signed between you and SpecialistsGrid in case of Inquiry or Project. Please contact us via Contact Form for the Contract details.

3. Billing and Payment Service

This paragraph is part of detailed Contract which will be signed between you and SpecialistsGrid in case of Inquiry or Project. Please contact us via Contact Form for the Contract details.

4. SpecialistsGrid Fees

This paragraph is part of detailed Contract which will be signed between you and SpecialistsGrid in case of Inquiry or Project. Please contact us via Contact Form for the Contract details.

5. Period of Exclusivity

This paragraph is part of detailed Contract which will be signed between you and SpecialistsGrid in case of Inquiry or Project. Please contact us via Contact Form for the Contract details.

6.  Disputes between Client and Specialist

This paragraph is part of detailed Contract which will be signed between you and SpecialistsGrid in case of Inquiry or Project. Please contact us via Contact Form for the Contract details.

7. Disputes between User and SpecialistsGrid

If a dispute arises between you and SpecialistsGrid or any Affiliates, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and SpecialistsGrid agree that we will resolve any claim or controversy at law or equity that arises between us out of this Terms of Use or the SpecialistsGrid Services (a “Claim”) in accordance with this section entitled “Disputes between User and SpecialistsGrid.” Before resorting to these alternatives, you agree to first contact SpecialistsGrid directly to seek dispute assistance here.

7.1 Law and Forum for Disputes

This Terms of Use is governed in all respects by the laws of England and Wales without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against SpecialistsGrid must be resolved by a court located in London, United Kingdom, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within London, United Kingdom for the purpose of litigating all such claims or disputes.

7.2 Arbitration Option

For any claim arising between you and SpecialistsGrid (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than GBP 50,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.

7.3 Improperly Filed Claims

Should you file a claim contrary to this section entitled “Disputes between User and SpecialistsGrid.” SpecialistsGrid will be entitled to recover attorneys’ fees and costs up to GBP 15,000, provided that SpecialistsGrid has notified you in accordance with this Terms of Use of the improperly filed claim, and you have failed to promptly withdraw the claim.

8. Term, Termination and Suspension

8.1 Term

These Terms of Use shall become effective as your contractual agreement upon your acceptance or your use of the Website, and shall continue until your Account is terminated by
SpecialistsGrid or you as provided for under the terms of this Section.

8.2 Termination

Unless otherwise agreed to in writing between the parties, either party may terminate the contractual `agreement represented by these Terms of Use at any time upon notice to the
other party. In such event, your Account is automatically terminated and (1) SpecialistsGrid.com shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to SpecialistsGrid.com for any service and to any Specialist for any services.  
Any termination of an Account will automatically lead to the termination of all related profiles and related Accounts.

8.3 Suspension

Without limiting SpecialistsGrid' other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all SpecialistsGrid Services to you if:

1. You breach the letter or spirit of any terms and conditions of these Terms of Use or the linked policies and information incorporated herein by reference, including our writtenpolicies and procedures posted on the Website;
2. We are unable to verify or authenticate any information you provide to us;
3. We suspect or become aware that you have provided false or misleading information to us; or
4. We believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for SpecialistsGrid or are contrary to the interests of the Website or the SpecialistsGrid Marketplace user community. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.

8.4 Violations

Notwithstanding the above, violations of these Terms of Use may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Without limiting SpecialistsGrid ' other remedies, to the extent you engage in actions or activities which circumvent the Website or otherwise reduce fees owed to SpecialistsGrid under these Terms, you must pay SpecialistsGrid for all fees owed to SpecialistsGrid and reimburse SpecialistsGrid for all losses and costs (including any and all SpecialistsGrid employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

8.5 Termination of User Account

SpecialistsGrid reserves the right to terminate any user access, Account, or Project for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your Account, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deletedalong with all your previous projects, posts and proposals.

8.6 Notification of SpecialistsGrid Users

Client and Specialist each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on transparency of User Account status to all Users, including both
yourself and other Users who are participating in Projects with you. You therefore agree as follows: IF SPECIALITSGRID SUSPENDS OR TERMINATES YOUR ACCOUNT OR PROJECT, SPECIALITSGRID HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER USERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR PROJECT STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

9. Disclaimers, Limitations and Exclusions

You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Website will not be construed as creating any responsibility on SpecialistsGrid's part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

10. Warranty Disclaimer

THE SITE SERVICES PROVIDED BY SPECIALITSGRID OR ANY OF OUR LICENSORS OR OUR THIRD- PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING  LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEBSITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL SPECIALITSGRID OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS WEBSITE, THE MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS WEBSITE OR THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE GREATER OF (A) £100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO 41NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12. General Release

If you have a dispute with another Registered User, you release SpecialistsGrid (and our officers, directors, agents, subsidiaries, joint ventures, employees and third part service providers) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

13. Indemnity

You agree to defend, hold harmless and indemnify SpecialistsGrid and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, from and against any and all losses, costs, expenses, damages or other liabilities incurred by SpecialistsGrid from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against SpecialistsGrid: i) in connection with your use of the Services including any payment obligations incurred through use of the SpecialistsGrid Billing and Payment Services; or ii) resulting from: a) your use of the Website b) your decision to supply credit information via the Website, including personal financial information; c) your decision to submit postings and accept offers from other users; d) any breach of contract or other claims made by users with which you conducted business through the Website; e) your breach of any provision of these Terms of Use; f) any liability arising from the tax treatment of payments or any portion thereof; g) any failure to pay or underpayment in respect of any applicable taxes including without limitation PAYE and National Insurance; h) any negligent or intentional wrongdoing by any user; i) any act or omission of yours with respect to the payment of fees to any Specialist; your dispute of or failure to pay any Invoice or any other Payment; or j) your obligations to a Specialist. Any such indemnification shall be conditioned on our: i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; ii) cooperating with you in the defense or settlement thereof; and iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise. This indemnity shall not apply where such claim, demand or loss arises solely due to (a) our negligence or (b) our breach of these Terms of Use.

14. Remedies

Without limiting other remedies, we may immediately remove you, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your access tothe Marketplace if:

1. You breach these Terms of Use or any terms incorporated by reference to these Terms of Use;     ii. We are unable to verify or authenticate any information you provide to us; or
2. We believe, at our sole discretion, that your actions may cause any loss or liability for you, our users or us.

15. Data Protection

The Information may include personal data. You acknowledge and expressly agree that for the purposes of the Data Protection Act 1998, in respect of the Information we are a data
controller.  You expressly agree to the following:

1. You must use the personal data contained in the Information which you have access to or which comes into your possession or control for requesting, offering or performance of the Specialist Services pursuant to a request by a Client via the Marketplace (or otherwise from us) and in accordance with any other instructions given by us.
2. You will comply with good IT and data security practices and will ensure that all technical and organizational measures are enforced to provide security of the personal data contained in the information. We may visit your premises where personal data may be kept or processed, on reasonable notice and at a reasonable agreed time between the hours of 9.00a.m. and 5.30p.m. to satisfy ourselves that your procedures adequately comply with such practices.
3. You should only keep personal data contained in the information at one address which should be the address notified to us at the date of your appointment or as otherwise  agreed in writing with us from time to time.
4. You will on request assist us in complying with any "subject access requests" received from Clients and supply us with, where applicable, details of your own notification or registration of your data processing activities under the law or evidence that you areexempt from such notification or registration.
5. You must not use for your own advantage or for the advantage or any third party, or disclose to any third party, any personal data contained in the information which comes into your possession unless this is necessary for the purpose for which you have been provided the same. You are not restricted from disclosing to a Court or other body having similar authority, or pursuant to Government or other regulations (if any) any personal data which you are compelled to disclose to such body unless Specialist privilege allows you not to disclose such personal data.
6. You acknowledge and agree that we may be required to disclose your personal data to applicable legal and regulatory authorities (including without limitation HMRC).

16. Miscellaneous Terms and Conditions

16.1 Compliance with Law

You are responsible for compliance with applicable local laws, international laws, and regulation and treaties, keeping in mind that access to the contents of this Website may not be  legal for or by certain persons or in certain countries.

16.2 Modification and Waiver

SpecialistsGrid will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of SpecialistsGrid. No delay or omission by SpecialistsGrid in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

16.3 Assignment or Transfer

You may not transfer, assign, delegate, license or sub-contract any of your rights or obligations under this Terms of Use to anyone without the express written permission of SpecialistsGrid.com, and any attempt to do so will be null and void. Your SpecialistsGrid Marketplace Account (including feedback) and username may not be transferred or sold to another party without our prior written consent. If you are registering as a business entity, you represent that you have the authority to bind the entity to these Terms. You agree that these Terms and all incorporated agreements may be automatically assigned by us, in our sole discretion, to a third party.

16.4 Severability

This Agreement, together with any other agreements and legal notices published by SpecialistsGrid via the Website, shall constitute the entire agreement between you and SpecialistsGrid concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

16.5 Force Majeure

Except for the payment of fees to SpecialistsGrid, neither of the parties to these Terms of Use shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

16.6 Notices and Communication

16.6.1 Communications from SpecialistsGrid to you

Unless you otherwise indicate in writing to Customer Support, SpecialistsGrid will communicate with you by email or by posting communications on the Website. You consent to  receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will  be considered to have received a communication when SpecialistsGrid sends it to the email address you have provided to SpecialistsGrid on the Website, or when SpecialistsGrid posts such communication on the Website. You must keep your email address updated on this Website, and you must regularly check this Website for postings. If you fail to respond to an email message from SpecialistsGrid regarding violation, dispute or complaint within two business days, SpecialistsGrid has the right to terminate or suspend your Project or your Account.

16.6.2 Communications from you to SpecialistsGrid

All notices to SpecialistsGrid intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

SpecialistsGrid Ltd.
207 Regent Street
London W1B 3HH
United Kingdom

Such notices to SpecialistsGrid are deemed effective upon receipt.

16.7 Headings and Labels

The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect.

16.8 Privacy and Confidentiality

Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Use and the SpecialistsGrid Privacy Policy. It is your responsibility to review the SpecialistsGrid, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Website and may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

16.9 Integration

This Agreement and all documents referenced in this Agreement (including Terms and Conditions and the policies published via Website) comprise the entire agreement between you and SpecialistsGrid with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Website. For convenience, this Agreement may be displayed in HTML and/or PDF versions. In the event of any inconsistency between such versions, the PDF version will govern.

16.10 Survival

The sections entitled “Relationship between Client and Specialist”, “Relationship with SpecialistsGrid”, SpecialistsGrid Fees”, “Period of Exclusivity”, “Disputes between Client and Specialist”, “Disputes between User and SpecialistsGrid”, “Term, Termination and Suspension”, “Disclaimers, Limitations and Exclusions”, “Notices and Communication”, “Miscellaneous Terms 46and Conditions”, “Overview and Definitions”, “Confidential Information”, “Work Product and Intellectual Property Rights”, “Pre-existing Intellectual Property in the Work Product”, “Billing and Payment Service”, “Privacy and Confidentiality”, “Warranty Disclaimer”, “Limitation of Liability”, “General Release”, “Indemnity”, “Remedies” and the Website Policies entitled “Dispute Resolution Policy” will all survive any termination of these Terms of Use for any reason for any reason.

16.11 Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and you hereby submit to the exclusive jurisdiction of the English courts.