1.1 The Obviant platform (the Site) is owned and operated by Obviant, Inc.
1.2 By registering on the Site, you agree to be bound by these terms of use (the Terms). The Terms affect your legal rights and obligations so please read them carefully. If you do not agree to be bound by the Terms, do not use the Site. If you have any questions, you can contact us by email at company email.
1.3 We reserve the right to update the 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. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. If we reasonably believe that the change to the Terms is significant, we shall notify all registered users by email with details of the change and the effective date of the change. Otherwise, updated Terms will be effective as soon as they are accessible. You are responsible for regularly reviewing the Terms so that you are aware of any changes to them.
1.4 The Site is an online marketplace where Clients can engage Consultants to provide Services. We do not provide services directly, nor do we act as principal in any transaction, nor as agent for either party except to facilitate payments. We are an intermediary platform, and we are not bound by any contract that may arise at any time between a Client and a Consultant. We do not act as an employment agency and/or an employment business in respect of the Site. We do not employ any Consultant.
1.5 Your privacy is important to us. You should read our Privacy Policy to understand how we collect, use and share information about you and our Cookie Policy to understand what cookies we use on the Site and how you can control cookies.
Words defined in Condition 1 shall have the same meaning when used throughout the Terms. In addition, the following words have the following meanings:
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 the Terms.
2.4 References to Conditions are references to the conditions of the 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 or includes shall be construed as illustrative and shall not limit the generality of the related words.
3.1 You may not have more than one account on the Site.
3.2 When you use the Site you must comply with all applicable laws and you agree not to:
3.3 We try to maintain and make the Site available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall try to schedule maintenance and upgrades outside of normal working hours. However, you agree that we have no liability to you for such interruptions.
3.4 We are not liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or your insufficient bandwidth.
4.1 We may suspend or terminate your account at any time and without liability to you for any or no reason, including if:
4.2 Following termination by us of your account you must cease to use the Site and you must not re-register on the Site under any other name.
4.3 You may contact us at any time at the email address set out above to terminate your account or you can do so within your dashboard on the Site.
5. Reviews
5.1 Consultants and Clients may leave a Review for each other following completion of the Services.
5.2 You warrant and represent that your Reviews shall:
5.3 We do not routinely monitor any Review, but we may edit, remove or not post any Review at our sole discretion.
5.4 You agree that you must not offer or receive any incentive to write a Review.
5.5 You grant to us a license to edit and use your Review on the Site within marketing and publicity materials for our business and to improve the functioning of the Site and monitor the activities of Site visitors.
5.6 A Review is not an endorsement or recommendation by us of that User, and you rely on the content of a Review at your sole discretion.
6.1 The copyright in all content on the Site is owned by or licensed to us. All rights are reserved. You can view, print or download extracts of the Site for your own use in order to exercise your rights and carry out your obligations under these Terms and for no other purposes. You cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the content of the Site without our permission.
7.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part. You must not establish a link from any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in the Terms.
7.2 The Site may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
8.1 You acknowledge and agree that the Site is provided for information purposes only and to facilitate payment. We do not act as an employment agency and/or an employment business. This means that we do not have the obligations of an employment agency and/or an employment business under the applicable laws.
8.2 We do not warrant or represent that:
8.3 We are not responsible in any way whatsoever for any act or omission of a Consultant or for the Services performed by the Consultant or any failure of the Consultant to perform the Services.
8.4 We are not responsible in any way whatsoever for any act or omission of a Client including the obligation to pay any sums due.
8.5 Subject to Condition 8.8, we shall in no circumstances be liable to you in contract, tort (including negligence) or otherwise for any:
The provisions of this Condition 8.5 are severable.
8.6 We shall only be liable to you for direct losses that arise as a result of our breach of the Terms or for negligence.
8.7 Subject to Condition 8.8, our maximum liability to you whether in contract, tort or otherwise shall in no circumstances exceed the Admin Fee that we retained for the Services that are the subject of the claim, or where the liability does not relate to any particular Services, our liability shall in no circumstances exceed $250.
8.8 Nothing in the Terms shall be construed as excluding or limiting our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded by United States law.
9.1 We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains, or in any part of our business.
9.2 No joint venture, partnership, employment or agency relationship exists between you and us as a result of your use of the Site.
9.3 The Terms (as amended from time to time) constitute the entire agreement relating to your use of the Site.
9.4 If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
9.5 Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
9.6 You may not assign, delegate or otherwise transfer your account or your obligations under the Terms without our prior written consent. We may assign or otherwise transfer our rights and obligations in terms of the Terms to third parties.
9.7 Any notice to you via email, regular mail or notices or links on the Site shall constitute acceptable notice to you under the Terms.
9.8 The Terms shall be governed by and construed in accordance with United States law and you agree to submit to the exclusive jurisdiction of the United States Courts.
10.1 If you wish to register as or on behalf of a Client on the Site, you must have the authority to bind the Client to the Terms and be legally capable of entering into a contract. The details that you provide on registration must be true, accurate and complete. You agree to update your account to reflect any changes to those details, or to notify us accordingly and we can make the changes. At our request, you shall provide evidence of your compliance with this Condition 10.1. You also agree to provide any further information we may require from you from time to time, including information relating to your identity. We may not accept your registration until we have verified this information and we shall notify you accordingly. We reserve the right to refuse your registration.
10.2 When you register on the Site you will create a password. You are responsible for keeping your password confidential. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email to company email if you believe there has been any unauthorized use of your account. You may not transfer your account to anyone else. We may deny access to a password if we reasonably believe that it is being used by an unauthorized person or that the user is in breach of the Terms.
10.3 To pay for any Services, you will be prompted to add a credit or debit card. This data will be saved by Stripe, and is secured according to all necessary financial and data protection regulations.
10.4 Following registration, you agree that we shall be entitled to reproduce and use the Client’s name and associated logos within marketing and publicity for our business.
11.1 All of your Jobs should include sufficient information for the Consultant to review and decide whether or not they are interested and prepare a Proposal. We suggest including the following information in your Jobs:
11.2 Your Jobs and communications with Consultants must be written and posted in a fair, honest and professional manner in the context of the potential relationship.
11.3 You must not post any content on the Site that:
11.4 Within your Jobs and/or otherwise in relation to the Services, please do not ask Consultants for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning unless you have checked that the Consultant has relevant authorization to provide such advice.
11.5 We may at our sole discretion:
11.6 We shall host the Job in accordance with the Terms on the Site until you remove it, or until we reasonably believe the Job is no longer active.
12.1 Within your account you will be able to see Consultants’ profiles we have matched you with, message them, and invite them to make a Proposal. If a Consultant sends you a Proposal, you can then discuss the Services and the Job on the Site to try to reach an agreement. You agree that unless you reach such an agreement for the provision of the Services with a Consultant, you shall keep the details of the Consultant’s Proposal confidential and not use it for any purpose whatsoever and shall not contact them outside of the Site to circumvent the Site.
12.2 You shall treat all Personal Data and other information relating to a Consultant as confidential and you shall comply with the Data Protection Legislation in respect of the Consultant’s Personal Data. In particular, you shall:
12.3 Clients may wish to put in place a formal written Service Contract with a Consultant, but any Service Contract must not be inconsistent with the Terms, in particular the payment provisions. We recommend that if the Consultant is processing personal data for the Client or accessing confidential information of the Client, that a formal written Service Contract is put in place to comply with applicable law.
12.4 We are not a party to the Service Contract. Therefore, all issues, concerns and/or inquiries relating to the Services must be raised with the Consultant. However, you agree to comply with all applicable laws in your relationships with the Consultant.
13.1 Payment processing services for users on the Site are provided by Stripe and are subject to the Stripe Connected Account Agreement which includes the Stripe Terms of Service (collectively the Stripe Services Agreement). By agreeing to the Terms, or continuing to operate as a Client on the Site, you agree to be bound by the Stripe Services Agreement as the same may be amended from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide to us accurate and complete information about you and your business and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments are subject to the limitations and requirements listed at https://stripe.com/connect
13.2 Payments are made according to the Milestones that are the subject of the Service Contract:
(c) You agree and acknowledge that: (i) We do not provide legal services; (ii) we will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. Notwithstanding the provisions of this Condition, we cannot be liable for any act or omission of the Client or the Contractor in relation to a dispute and/or in connection with any failure to pay or refund any sums. You agree to indemnify and (to the maximum extent permitted by law) hold us and any of our affiliates harmless against any damages or liability. You expressly agree that if a dispute is raised by or against you, you shall comply with our request for information and our decision under this Condition].
13.3 You acknowledge that we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you.
13.4 You must not pay, suggest to pay or agree to pay any sums to the Consultant outside of the Site.
13.5 If you do not authorize payment of the Service Fee by the due date then you agree that the Consultant shall be entitled to cease further provision of the Services.
13.6 All payments made by you shall be in US dollars.
13.7 We reserve the right to change the calculation of the Admin Fee due at our sole discretion and on notice to you.
14.1 You agree that all Fees for Services provided by a Consultant at any time shall be paid to us. This means that if following completion of a Job, you wish to re-engage the Consultant, you shall do so only through the Site.
14.2 In order to ensure that you have complied with Condition 14.1, we shall on reasonable notice to you be entitled to audit all payment records relating to a Consultant that has been introduced to you through the Site to ensure full and accurate disclosure and payment of all Fees due. If following the audit, there is found to be a breach of Condition 13 and/or 14.1, then you shall promptly pay to us all sums that we would have retained in respect of any services provided by the Consultant and fee paid to the Consultant, together with the costs of the audit and enforcement of this Condition 14.
14.3 Any breach of this Condition 14 shall constitute a material breach of the Terms, and we shall be entitled to suspend or terminate your account and claim appropriate damages in respect of any loss suffered as a result
15.1 If you wish to register as a Consultant on the Site, you must be legally capable of entering into a contract. We retain the right to reject your registration.
15.2 All details that you provide on registration must be true, accurate and complete. You agree to update your account to reflect any changes to those details, or to notify us accordingly and we can make the changes. At our request, you shall provide evidence of your compliance with this Condition 15.2. You also agree to provide any further information we may require from you from time to time, including information relating to your identity. We may also check the information you provide, by accessing social media accounts or otherwise. We may not accept your registration until we have verified this information and we shall notify you accordingly.
15.3 When you register on the Site you will create a password. You are responsible for keeping your password confidential. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email to company email if you believe there has been any unauthorized use of your account. You may not transfer your account to anyone else. We may deny access to a password if we reasonably believe that it is being used by an unauthorized person or that the user is in breach of the Terms.
15.4 To complete your registration, you must register an account with our payment provider, Stripe, to make payments and you agree that Stripe has the right not to accept you as a Stripe customer. We are not responsible for this process or any other act or omission of Stripe.
16.1 You may upload a Consultant Profile and you agree that the Consultant Profile will include as a minimum all of the information that you are prompted to submit including details about your day rate. You warrant and represent that all content included in your Consultant Profile shall be accurate and up-to-date and shall accurately describe your qualifications and experience.
16.2 You may also submit your Proposals on the Site which should include clear information about each Milestone. The content in your Consultant Profile, Proposals, and all submitted work/client deliverables shall not:
16.3 We do not routinely monitor or review any content within a Consultant Profile or a Proposal. However, we may remove any content at any time and without notice to you if we reasonably believe that such content infringes any of the provisions of Condition 16.2.
16.4 If you no longer wish for your Consultant Profile to be available on the Site, please let us know or remove it from your account. Do please note that Clients who have already accessed your Consultant Profile will not know that you are no longer interested in receiving information about job opportunities so you will need to inform them of this as and when they contact you. You may not delete your user account if you have not completed an agreed Service Contract.
16.5 You should remove your Consultant Profile from the Site if you are no longer seeking the opportunity to provide Services.
16.6 Your communications with Clients must be written and posted in a fair, honest and professional manner in the context of the relationship. You agree that the Client shall rely on the information in your Consultant Profile and your Proposal in order to determine whether or not to engage you and accordingly, you shall immediately notify the Client if the information in your Consultant Profile and/or your Proposal changes before you enter into a Service Contract.
17.1 You agree that your Consultant Profile (except your address) is available to all Clients. A Client may message you and/or invite you to submit a Proposal in respect of a Job and if you do so, then you and the Client can message each other through the Site to discuss the Services and the Job to try to reach an agreement.
17.2 We ask that the Client complies with the Data Protection Legislation in respect of your Personal Data. However, we cannot promise that they will do so. If you have any concerns about how a Client is using your Personal Data, please contact the Client.
17.3 By sending a Proposal to a Job, you are inviting the Client to contract with you. If the Client accepts your Proposal, you will need to form a legally binding Service Contract with the client. Both Client and Consultant shall abide by all the Terms in this document.
17.4 Clients may wish to put in place a formal written Service Contract with a Consultant, but any Service Contract must not be inconsistent with the Terms, in particular the payment provisions. We recommend that if the Consultant is processing personal data for the Client or accessing confidential information of the Client, that a formal written Service Contract is put in place to comply with applicable law.
17.5 We are not a party to the Service Contract. Therefore, all issues, concerns and/or enquiries relating to the Services must be raised with the Client. However, you agree to comply with all applicable laws in your relationships with the Consultant.
You shall defend and indemnify us and keep us indemnified and held harmless from and against any costs, losses, damages, expenses and liabilities that we may suffer or incur arising as a result of any third party claim or allegation:
18.1 in relation to the content of your Consultant Profile;
18.2 any income tax, social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law; and
18.3 from a Client or any third party relating to your acts or omissions.
19.1 Payment processing services for users on the Site are provided by Stripe and are subject to the Stripe Connected Account Agreement which includes the Stripe Terms of Service (collectively the Stripe Services Agreement). By agreeing to the Terms, you agree to be bound by the Stripe Services Agreement as the same may be amended from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide to us accurate and complete information about you and your business and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments are subject to the limitations and requirements listed at https://stripe.com/connect
19.2 Payments are made according to the Milestones that are the subject of the Service Contract:
(c) You agree and acknowledge that: (i) We do not provide legal services; (ii) we will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. Notwithstanding the provisions of this Condition, we cannot be liable for any act or omission of the Client or the Contractor in relation to a dispute and/or in connection with any failure to pay or refund any sums. You agree to indemnify and (to the maximum extent permitted by law) hold us and any of our affiliates harmless against any damages or liability. You expressly agree that if a dispute is raised by or against you, you shall comply with our request for information and our decision under this Condition].
19.3 You acknowledge that we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you.
19.4 If the Client does not transfer the Fee by the due date for a Recurring Milestone, then you shall be entitled to cease further provision of the Services and take such action as required to recover the debt.
19.5 You are responsible to account to the relevant authorities for all Fees received under these Terms and all taxes due.
19.7 We reserve the right to change the calculation of the Admin Fee due at our sole discretion and on notice to you.
20.1 You agree that all Service Fees paid for Services provided by you to a Client at any time shall be paid through the Site using Stripe. This means that if following completion of a Job, you agree to provide further Services to a Client, you shall do so only through the Site.
20.2 In order to ensure that you have complied with Condition 20.1, we shall on reasonable notice to you be entitled to audit all payment records relating to a Client that has been introduced to you through the Site to ensure full and accurate disclosure and payment of all Fees due.
20.3 Any breach of this Condition 20 shall constitute a material breach of the Terms, and we shall be entitled to suspend or terminate your account and claim appropriate damages in respect of any loss suffered as a result.
