This website is operated by Declarative Ltd incorporated in the UK under company number 11069291 registered at 20-22 Wenlock Road, London, England, N1 7GU.
These are our terms and conditions. This is an important document which you must consider carefully when choosing whether to use the Declarative website at any time.
This Agreement, version 3.4, was last modified on 17th August 2017.
You can access the latest version of this document at any time using the Terms & Conditions link at the bottom of any page of the Declarative website.
THE FOLLOWING DESCRIBES THE TERMS ON WHICH DECLARATIVE OFFERS YOU ACCESS TO OUR SERVICES.
Acceptance of User Agreement
This user agreement (“User Agreement” or “Agreement”) is a contract between you and Declarative if you are a user of declarative.agency (“Site”). The Site is offered to you conditional on your acceptance of the User Agreement. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement.
This User Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and Declarative as to its subject matter.
If you do not agree to any of these terms and conditions you should immediately cease to use the Site. Please note that we may close, suspend, or limit your access to Declarative, your account (“Account”) or the Services provided by us on the Site (“Services”), and/or limit access to your funds if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.
Amendment of User Agreement
Declarative may amend or modify this User Agreement in whole or in part from time to time, without notice (unless such prior notice is required by law), by posting an amended User Agreement on the Site or any linked information. Such updated version of the User Agreement will be effective at the time we post it.
Declarative offers its Services to its Users. We shall have absolute discretion as to whether or not we accept a particular individual or corporate entity for participation in the service. The Site is available only to individuals or corporate entities that can form legally binding contracts under applicable law. Without limiting the foregoing, this Site is not available to persons under 18 years of age. If Users do not qualify, they cannot use any of Declarative’s Services including, but not limited to, those that require the User’s ability to form legally binding contracts. Each User is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.
The terms “You”, “Your”, “User”, or “Users” refer to anyone accessing our Services or Site for any reason.
Declarative provides a venue to introduce Users who wish to provide professional services or products (“CRM Experts”) and Users who seek such professional services or products (“Buyer/Hirer”) (respectively or jointly as the “Parties” and individually as a “Party”). The Site enables Users to identify each other and work together online or offline to complete, invoice and pay for services or products.
3. LEGAL RELATIONSHIP BETWEEN YOU AND DECLARATIVE
Declarative reserves the right to terminate the participation of any User without reason but expressly including any User that Declarative judges to be in violation of the User Agreement. Without limiting the foregoing, Declarative may terminate the participation of a User if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
3.2 Relationship between Users
The parties to a transaction are the CRM Expert, the Buyer/Hirer and Declarative. Declarative is a party to a transaction for purposes limited to (a) the provision of the virtual venue and hosting of the Site(s) to enable selection of CRM Experts and creation of Work Requests, (b) supporting payment following satisfactory completion of a Job as agreed between the Buyer/Hirer and the CRM Expert, and provision of a process for Buyers/Hirers and CRM Experts to use when there is a disagreement about satisfactory completion of a transaction.
Although Declarative provides a virtual environment for creation of Work Requests and assessment of CRM Expert suitability, each CRM Expert and each Buyer/Hirer acknowledges and agrees that, despite any recommendation made by Declarative of any CRM Expert in relation to a transaction, they are responsible to identify and subsequently make their own sole decision and/or determination on the suitability or otherwise (as applicable) of a CRM Expert to perform or complete any transaction or of a Buyer/Hirer to provide funds during and/or on completion of any transaction. Declarative has not investigated the suitability of any CRM Expert for any transaction and the Buyer/Hirer acknowledges that it is its sole responsibility to assess the ability of a CRM Expert to satisfactorily complete a transaction.
Depending on their jurisdiction, CRM Experts and Buyers/Hirers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this agreement is intended to override a right that by applicable law may not be excluded. However, to the maximum extent permitted by law, the liability of Declarative for any services it provides is limited to performing the services again.
Upon the Buyer/Hirer awarding a Work Request to a CRM Expert and the CRM Expert’s acceptance of a Work Request on the Site, the Buyer/Hirer agrees to purchase, and the CRM Expert agrees to deliver the Products or Services in accordance with the following agreements: (1) the User Agreement; and (2) the User Services Agreement between the Buyer/Hirer and CRM Expert available on the Site, as amended from time to time; (3) any other contractual provisions accepted by both the CRM Expert and Buyer/Hirer uploaded to the Site, to the extent not inconsistent with the User Agreement; and (4) the transaction terms as awarded and accepted on the Site, to the extent not inconsistent with the User Agreement. Declarative agrees to provide the venue and host the Site, including the hosting of the transaction if required.
You agree not to enter into any contractual provisions in conflict with the User Agreement. Any provision of a member contract in conflict with the User Agreement is void.
3.3 User Responsibilities
The responsibilities of the CRM Expert and Buyer/Hirer are set out in the Services Agreement between CRM Expert and Buyer/Hirer.
When you enter into a transaction, you create a legally binding contract with another User, unless the transaction is prohibited by law or by this User Agreement.
You are responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User(s). You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a CRM Expert or Buyer/Hirer, or in any other uses you make of the Site.
If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, Declarative has no responsibility for enforcing any User rights.
3.4 No Insurance
Declarative does not offer any form of insurance or other Buyer/Hirer or CRM Expert protection which will assist you, because our Site merely provides the online venue for Users to offer, sell, and buy professional services and products and we are not otherwise involved in the transactions and interactions between CRM Experts and Buyer/Hirers. However, some forms of payment permitted on the Site, such as PayPal or credit card, may offer limited Buyer/Hirer or CRM Expert protection or chargeback services and you should familiarise yourself with these before proceeding with a transaction of any kind through the Site.
Because user identification on the Internet is difficult, Declarative cannot and do not confirm each User’s purported identity.
3.5 Independent Contractors
Each User acknowledges and agrees that the relationship between Users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between Declarative and any User.
3.6 Services offered by Declarative
Declarative offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to CRM Experts and to enable CRM Experts to efficiently and cost effectively manage their careers, professions, and businesses. These Services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the Services or content (in whole or in part), access to this service or use of this service.
Some of the Services offered at the Site may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User’s own risk. No warranty is made that the information is accurate or reliable and Declarative and its related entities, directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.
The User understands and agrees to the following terms:
Our Site acts as an online venue to allow Users to offer and buy professional services and products. As a result you acknowledge and agree that Declarative has no control over the quality or legality of the professional services and products provided by Users on our Site, or the ability of CRM Experts to provide the services or products, or the Buyer/Hirers to pay for the services or products. We do not guarantee that a User will actually complete the professional services, supply the products or act lawfully in using the Site.
Some of the content provided at the Site may relate to various subjects such as information pertaining to legal matters, financial matters and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that Declarative provides should not be considered professional, legal, technical, or any other discipline-specific advice.
The Site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabeled or deceptively labeled accidentally by Declarative or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.
Declarative provides unmonitored access to third-party content. Declarative is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This web site may contain links to third-party web sites. Declarative does not control nor always review the web sites to which we link from the Site. Declarative, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.
Declarative does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. Declarative expects that the User will undertake necessary activities and practices and will use caution and common sense when using Declarative.
You agree and acknowledge that unless explicitly requested, Declarative may display your company name, logo and public description of your projects and profile as part of the Declarative website(s) and / or other Declarative marketing materials.
3.9 Notices: Consent to Contact
You consent to Declarative contacting you by electronic means as part of delivering the services outlined in this User Agreement. Additionally you consent to being contacted by electronic means by Declarative for the marketing of campaigns, offers, new products or services.
All fees are set forth in the summary of Declarative’s fees and charges which can be found on the Site. All fees will be assessed in GB Pounds. Your Account and all transactions are made and displayed in GB Pounds unless otherwise specified.
Declarative earns fees for creating, hosting, maintaining, and providing the Site, and for all Services delivered by Declarative that are accessible through the Site and to cover expenses and fees Declarative incurs to banks, credit card companies, PayPal, and payment processors. After deducting such amounts, Declarative transfers the remaining payment amount to the CRM Expert.
Declarative may charge fees in relation to the posting of a Quote Request; selecting a CRM Expert; posting a featured Quote Request; hiding a Quote Request from search engines; hiding quotes from other Users; and other miscellaneous fees that are described on the Site.
CRM Experts can choose various membership programs to subscribe to different levels of participation on the Site which will incur additional fees.
5. DELAYED PAYMENTS
5.1 SafePay Protection
Declarative provides an optional, non-compulsory feature, which allows controlled payments to be made with respect to a Work Request to a CRM Expert. Depending on the agreement of the Buyer/Hirer and CRM Expert, the Buyer/Hirer can create an advance payment which will remain pending until: (a) the Buyer/Hirer and the CRM Expert agree that the funds should be released to the CRM Expert; (b) until the Buyer/Hirer and the CRM Expert have concluded the process of the Dispute Resolution Services (as defined below); (c) until the Buyer/Hirer instructs Declarative to pay a CRM Expert that performed a service for him/her; or (d) until the Buyer/Hirer acknowledges that the CRM Expert has completed the service fully and satisfactory.
If a Buyer/Hirer does not approve of the CRM Expert’s service or product, the Parties have the option to resolve the issue through the terms of the Dispute Resolution Services set out below.
5.2 Inactive Users
In the event that the Buyer/Hirer has not provided any instruction to Declarative in respect to a SafePay Payment within 1 year after the day that the Payment was made, and has not logged in during that time period, such Payment will be refunded to the User account of the person who initially paid it.
6.1 Opening an Account
To become a User and access the Site and 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 Site, and to update this information to maintain its truthfulness, accuracy and completeness.
You agree that you will not receive interest or other earnings on the funds that Declarative handles as your contractor. Declarative may receive interest on those funds. Declarative will not be liable for any lost interest on such funds.
All amounts are stated in and all payments will be made in GBP funds. Declarative reserves the right to suspend a withdrawal if the source of the funds is suspected to be fraudulent. Any funds received from an Account having made a fraudulent deposit (e.g. stolen credit card) will be reversed immediately. If in a fraudulent payment situation a withdrawal has already been processed, you will be expected to return the funds to your Declarative Account or face termination and any other remedies available to Declarative to recover the funds.
Any User that Declarative removes from the service due to violation of the User Agreement will receive no credit or payment and will become liable for certain fees described in this User Agreement.
Declarative requires you to make all payments to Declarative and to make payments to and accept payments from other Users in the purchase and sale of Services and Products directly through the mechanisms available on the Site. You understand and agree that Declarative will not hold funds (including SafePay Payments) delivered to Declarative from Users for the purchase and sale of Services and Products in a separate account, but may commingle and deposit such funds with other funds to be paid to other Users and with funds of Declarative in any account, at any institution, or in any other manner Declarative may decide in its sole discretion from time to time. In addition, you understand that such commingled funds could be used to pay other Users and by Declarative for general corporate purposes or otherwise, provided that Declarative will remain contractually obligated to make payment to you, as a CRM Expert or Buyer/Hirer, for any purchases and sales of Services or Products provided by you through Declarative. To the extent Declarative is obligated to make payment to you, you will be an unsecured creditor of Declarative.
You acknowledge that: (1) Declarative is not a bank or other licensed financial institutions and does not provide banking services; (2) the amounts shown as on deposit, including SafePay Payments, in a User Account are not segregated into a separate account but represent unsecured obligations of Declarative to the User with respect to the purchase and sale of Services through Declarative; (3) Declarative is not acting as a trustee or fiduciary with respect to such funds or payments, but is acting only as an agent and (4) amounts transferred through or stored in the payment service are not insured or guaranteed deposits. By initiating and sending payments through Declarative, you appoint Declarative as your agent to obtain the funds and hold and to transfer such funds to the CRM Expert or Buyer/Hirer for Services or Products, subject to these terms and conditions.
6.4 Account Balances
If your Account has a negative balance, Declarative may setoff the negative balance with any funds that you subsequently receive into your Account. If you have multiple currency balances in your Account and one of the currency balances becomes negative for any reason, Declarative may setoff the negative balance by using funds you maintain in a different currency balance, or by deducting amounts you owe Declarative from money you subsequently add or receive into your Account. In the event that Declarative offsets a negative balance pursuant to this clause, it may be bundled with another debit coming out of your Account. To secure your performance of this Agreement, you grant to Declarative a lien on and security interest in and to the funds held in your Account in the possession of Declarative.
6.5 Inactive Accounts
User Accounts that have been inactive for more than 365 days (“Inactive Accounts”) will incur a dormant account fee of GBP£10 per month until either the Account is terminated or reactivated.
Declarative reserves the right to cancel Inactive Accounts with a nil or negative balance.
You acknowledge and agree that Declarative will be entitled to recover any chargebacks that may be imposed on Declarative by a credit card issuer on funds paid to you by Buyer/Hirers through the Site. A chargeback occurs when a Buyer/Hirer rejects or reverses a charge on his or her credit card through the credit card issuer. You agree that Declarative may reverse any such payments made to you, which are subject to chargeback via a credit card issuer. To cover the cost of processing chargebacks, Declarative assesses a GBP£20.00 fee to Users for credit and debit card payment chargebacks.
6.7 Hold on funds
Declarative, in its sole discretion, may place a hold on any or all of the payments you receive when Declarative believes there may be a high level of risk associated with you, your Account, or any or all of your transactions. If Declarative places a hold on any or all of the payments you receive, you will be provided with notice of our actions and the way in which to resolve the issue. If you are involved in a dispute, in certain circumstances Declarative may place a temporary hold on the funds in your account to cover the amount of any potential liability. If the dispute is resolved in your favour, Declarative will lift the temporary hold. If you lose the dispute, Declarative may remove the funds from your Account.
6.8 Insufficient funds in Accounts
If there are not sufficient funds in your User Account to meet outstanding fees and charges, Declarative reserves the right to collect any amounts owing to Declarative by any other legal means.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided by Declarative. These taxes will be added to fees billed to you, if applicable.
Please note UK customers are required to pay an extra 20% VAT on all fees.
6.10 Identity Authentication
You authorise Declarative, directly or through third parties, to make any enquiries we consider necessary to validate your identity in compliance with applicable legislation and regulation, as well as for our own anti-fraud measures. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you; requiring you to take steps to confirm ownership of your email address or financial instruments; ordering a credit report; or verifying your information against third party databases or through other sources. We may ask to see your driver’s license or other relevant identifying documents. In addition, in some circumstances we may ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step. Commonwealth law may require that Declarative verify the information provided to us before allowing access to fund transfer or withdrawal services through The Site. The Site reserves the right to close, suspend, or limit access to your User Account and/or Declarative Services or Products in the event we are unable to obtain or verify to our satisfaction the information required by this clause.
7. AVOIDING COMMISSIONS
7.1 Prohibition on negotiation of fee outside of Site
You are strictly prohibited from attempting to negotiate the fee for a Job or Gig Sale with another user directly (outside of Declarative) after that listing has been created/opened and before that listing has been closed (i.e. during an ongoing listing). This also applies to any listing that was closed without a CRM Expert being chosen, and then contacting them about the listing anyway. Both parties are responsible for notifying Declarative if the payment amount increases (above the bid amount) after the listing is closed.
You are strictly prohibited from under-bidding on listings in an attempt to renegotiate the actual price privately, avoiding fees. We aim to provide a fair and open playing field at Declarative, and such activities interfere with providing such a marketplace.
We believe our commissions are very fair and justified for the service we provide, therefore we will absolutely not tolerate any fee avoidance or underbidding on the Site.
Users agree not to post their e-mail address on the site, except in the “e-mail” field of the signup form, or when asked by Declarative. You may use the Message Centre and inbox private messaging on the site to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, SMS, WhatsApp, MSN, Skype and LinkedIn.
7.3 Providing contact information
You are prohibited from making direct contact with another User outside of Declarative. This includes giving out your e-mail address, Skype ID, ICQ number, phone number, or any other method of contact outside of this site. Declarative provides you with a Message Centre, which should be sufficient for communication with other Users unless Declarative intentionally provides such contact information through a feature or function.
8. USER CONTENT
The User is solely responsible for content or any other information the User provides to Declarative. User understands and agrees to the following:
- Declarative is only acting as a venue for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. Declarative has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for Declarative, harm its business operation or reputation, or cause Declarative to lose the services of its suppliers.
- Any and all content submitted to the Site is subject to the approval of the Site administrators. The Site reserves the right to reject, approve, or modify User-submitted content upon the discretion of the Site administrators. Evaluation of User-submitted content is based on certain quality guidelines.
These guidelines, that encompass all objectively quantifiable and aesthetic aspects of User-submitted content, are set solely by the Site and applied exclusively within the Site.
User represents and warrants that User’s content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or trade libelous; (d) will not be obscene or contain pornography; (e) will not include incomplete, false or inaccurate information about User or any other individual; and (f) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
No copyrighted material can be posted on the Site. This includes scripts which are sold by the author. Only posting sections, or excerpts of these scripts, as examples, will be permitted. A “section” or “excerpt” being no more than 10% of the script’s contents. This is meant to protect the author’s intellectual property rights.
8.2 Grant of License
Subject to clause 8.3 below, by submitting User content to Declarative ( including, but not limited to creating your Account; posting a profile, posting user stories, posting a Quote Request; creating a gig store; posting gigs; sending messages through or to Declarative), you hereby grant to Declarative a worldwide, exclusive, sublicensable, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform User content, under all User intellectual property and proprietary rights worldwide. For the avoidance of doubt, providing links to content hosted on servers other than that of Declarative (such as a brochure of previous works hosted on Your own web site) will not be considered “submitting” such content for purposes of this license grant.
8.3 Feedback, Reputation and Reviews
By using the Site, you acknowledge that you transfer copyright of the feedback, reputation and reviews you leave (whether a “Buyer/Hirer” or “CRM Expert”), consisting of comments and a multidimensional rating (e.g. Quality, Communication, etc) together with a composite rating by Declarative (“Feedback” ). You acknowledge that this feedback belongs solely to us, notwithstanding that we permit you to use it on our Site while you remain a member. You may not use it or deal with it in any way inconsistent with Declarative’s policies as posted on the Site from time to time, without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the Declarative feedback system. We are entitled to suspend or terminate your membership at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating is considered to be problematic to Declarative.
Declarative’s feedback ratings belong to us and may not be used for any purpose other than facilitating the exchange of services between Users of the Site. You may not use your Declarative feedback (including, but not limited to, marketing or exporting your composite rating or feedback comments) in any real or virtual venue other than a website operated by Declarative or its related companies without our written permission.
9. USER RESTRICTIONS
Users are prohibited from advertising a website on the Site. Any URL posted in a Quote, Quote Request description, or the Message Centre, must relate to a project on Declarative.
CRM Experts can only submit quotes that equal the total amount of money they are requesting for the Job. You cannot post an hourly bid or any other abnormal type of bid. This also applies to Buyer/Hirers. Buyer/Hirers cannot create Work Requests that directly or indirectly require CRM Experts to place hourly or other abnormal bids.
The Buyer/Hirer agrees that:
- The Buyer/Hirer is strictly forbidden from redistributing any of the content of the Site, including but not necessary limited to private messages, documents and support tickets.
- The Buyer/Hirer will not use the CRM Expert’s Account to post false or misleading Work Requests.
- The Buyer/Hirer will not post Work Requests that, in the judgment and discretion of Declarative, are inappropriate to Declarative’s audience and viewers.
- The Buyer/Hirer agrees to pay featured Quote Request fees if the Quote Request posted should have been posted as featured.
- The Buyer/Hirer agrees to pay bold Quote Request fees if the Quote Request posted should have been posted as bold.
- The Buyer/Hirer will not falsify the Buyer/Hirer’s own or any other identity.
- The Buyer/Hirer will comply with all of Declarative’s policies as posted on the Site from time to time.
9.4 CRM Expert
The CRM Expert agrees that:
- The CRM Expert will not redistribute any of the content of the Site, including but not necessary limited to private messages, documents, support tickets.
- The CRM Expert will not falsify CRM Expert’s own or any other identity.
- The CRM Expert will comply with all Declarative policies as posted on the Site from time to time.
9.5 Prohibited use of Site content
The content and information on the Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, feedback, reputation, reviews, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to Declarative. All Users agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:
- use this Site or its contents for any commercial purpose;
- access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep-link to any portion of this Site for any purpose without our express written permission;
- “frame”, “mirror” or otherwise incorporate any part of this Site into any other website without our prior written authorisation; or
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site or the services.
9.6 General restrictions
Users agree that:
- Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Site or the content contained therein without the prior written permission of Declarative.
- Users will not distribute unsolicited commercial messages (“spam”) through the User’s Account.
- Users will not contact Buyer/Hirers or CRM Experts through the Site or through information gained from our Site with the intent of subverting them from using our Services.
- Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices.
- Users will not create multiple Accounts for any reason, or under any circumstance.
- If you create a Quote Request, you cannot create another Account to quote on it, nor can you award yourself that Job.
9.7 Consequences of termination
In the event of termination, Users found in violation of the User Agreement will not receive any credit or payment from Declarative.
Without limiting Declarative’s other remedies, to the extent you are in violation of this User Agreement, you must pay Declarative for all fees owed to us and reimburse us for all losses and costs (including any and all Declarative employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You and Declarative agree that the damages that Declarative will sustain as a result of actions that breach the User Agreement will be substantial, potentially including (without limitation) fines and other related expenses from its payment processors and CRM Experts, but may be extremely difficult and impracticable to ascertain. If you engage in such activities, then Declarative may fine you up to GBP £5,000.00 for each such violation and/or Declarative may take legal action against you to recover losses that are in excess of the amount charged. You acknowledge and agree that a fine up to GBP £5,000.00 is presently a reasonable pre-estimate or minimum estimate of Declarative’s damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to Declarative that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.
You agree that Declarative is entitled to deduct such charges directly from any existing balance in the offending Account, or any other Declarative Account owned by you.
Users that are terminated by Declarative on any basis other than violation of this User Agreement will be entitled to receive any payment due from Declarative.
In the event of termination, you will have no claim whatsoever against Declarative in respect of any such suspension or termination of your membership.
9.8 Account Verification
If you do not complete account verification when requested within 6 months of the date of request, your account may be subject to termination.
10. DISPUTE RESOLUTION SERVICES
10.1 Dispute Resolution Services
Declarative offers the Dispute Resolution Services to registered users who have elected to use the SafePay Payment feature. You agree and acknowledge that: (i) Declarative is not providing legal services; (ii) Declarative 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. You will not rely on Declarative for any such counsel.
In the event of a dispute between a Buyer/Hirer and a CRM Expert regarding a return or release of SafePay Payments, either Buyer/Hirer or CRM Expert may elect to use the Dispute Resolution Services offered by Declarative. The Buyer/Hirer and CRM Expert will then be notified that the matter will be addressed through the Dispute Resolution Services.
You agree to indemnify and (to the maximum extent permitted by law) hold Declarative and any of our affiliates harmless against any damages or liability you may suffer as a result of using the SafePay Payments and/or Dispute Resolution Services.
Declarative will respond to disputes initiated by a CRM Expert or a Buyer/Hirer in accordance with the Dispute Resolution Services as set out in this Clause 10 and in relation to disputes that arise in relation to the provision of the venue, and the hosting of the Site by Declarative as set out in clause 15.4.
10.2 Other Disputes
You acknowledge and agree that in the event that a dispute arises between you and another user in relation to any transaction that you will first attempt to resolve any differences that you have in relation to such transacton, including in relation to the quality of the services or products provided.
If you continue to have any difficulties or problems in relation to a dispute with another user in relation to a transaction we encourage you to contact us as set out in Clause 20.
You agree that any dispute, that is not related to a SafePay Payment which must be dealt with in clause 10.1, arising between you and another user will be handled in accordance with this clause. Declarative will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, Declarative shall have the right to request the CRM Expert and the Buyer/Hirer to provide documentation in support of their claim or position in relation to the dispute. You agree that Declarative has absolute discretion to accept or reject any document provided. You also acknowledge that Declarative is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold Declarative and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.
In relation to disputes with any other users of the Site, you hereby agree to indemnify Declarative from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Dispute Resolution Services for SafePay Payments and/or for Other Disputes.
10.3 The Dispute Team
Both parties of the Dispute case can elect to have their dispute arbitrated by the Dispute Team. The role of the Dispute Team extends to making all actions necessary to resolve the case in an impartial and evidential manner. You acknowledge that the verdict of the Dispute Team is final, binding, and irreversible.
All claims and actions (including, but not limited to, actions made by mistake) of the parties on the Dispute System are final, binding, and irreversible. You agree that the Dispute Team and Declarative is hereby released from the actual and consequential damages brought about by these claims.
10.4 Dispute Resolution Services Code of Conduct
The Declarative Code of Conduct applies to all the services offered by Declarative, including, but not limited to, the Dispute Resolution Services. It is agreed by You that You will make every endeavor at fair play and post reasonable and fair demands/offers on your dispute.
A user caught breaching the Code of Conduct during the Dispute Resolution Service process would automatically lose the dispute in favour of the other party involved, regardless of the origin of the dispute. The user who breached the Code of Conduct would also incur proper disciplinary action.
10.5. Dispute Resolution Process
STAGE 1 – Identifying the issue
The complainant should select the transaction and the SafePay payment to be disputed.
After which, a description of the issue and an explanation of why the dispute is being opened should be given. From this stage until Stage 3, users are encouraged to attach any files that could support their claims.
Finally, the complainant is requested to enter the amount he or she is prepared to pay for the transaction (if a Buyer/Hirer) or wish to get paid for the transaction (if a CRM Expert). The amount could be between 0 and the total amount of the SafePay Payment(s) in question.
STAGE 2 – Negotiations
At this stage, either party can negotiate for partial compensation, or (after a period of time) choose to have Declarative’s Dispute Team arbitrate the dispute. Both parties will have the opportunity to tell their side of the story and also negotiate terms to resolve the issue between themselves.
Only the party who originally filed for the dispute can cancel the dispute. If the issue cannot be resolved through negotiation, either party can choose to pay the Arbitration Fee to have the dispute arbitrated by the Dispute Team. The Arbitration Fee will be refunded if the dispute is either settled through mutual agreement or cancelled before reaching arbitration.
STAGE 3 – Final Offers and Evidence
After one of the involved parties has paid the Arbitration Fee, the other party has 4 days to also pay the fee. Either party still has the option in this period to negotiate with the other party.
If the responding party does not pay the arbitration fee within the 4 days, the result will be in favor of the party who escalated the dispute into arbitration first.
If a solution is found before the responding party pays the fee, the party who paid the Arbitration Fee will be refunded this fee.
Stage 3 is the last stage where both users can submit their final evidence to support their case. After Stage 3, the involved parties are no longer allowed to submit evidence. The dispute will be resolved based solely on the evidence provided through the Dispute System.
Once the dispute has proceeded to Stage 4, further evidence will no longer be accepted.
STAGE 4 – Arbitration
At Stage 4, the Dispute Team will review all evidence and other information provided to reach a decision (usually within 48 hours). Dispute verdicts are final, binding, and irreversible. The party who wins the dispute will be refunded their Arbitration Fee.
10.6 Evidential Requirements for Your Dispute
Should you elect to have the Dispute Team arbitrate your dispute, you agree to allow the Dispute Team to read all correspondence made on Declarative related to the dispute for the sole purpose of having your dispute resolved.
You are highly encouraged to submit all the documents that would support your claims on your dispute.
- Submit e-mail correspondences as screenshots or as *.eml files. If submitting screenshots, ensure that the “To”, “From”, and the “Date” bar is visible. E-mail correspondences sent in *.txt or *.doc or any word processing software will not be honoured.
- IM conversations should be submitted as screenshots of the conversation from the IM software. Correspondences sent in *.txt, *.doc, or any word processing software will not be honoured.
- Provide the products, contracts, and other files relating to the project and the dispute.
Declarative will retain the confidentiality of the project and the privacy of the involved users and will not release the collected information to any party unless required by a court of law.
11. REGISTRATION AND PROCESSING OF YOUR PERSONAL DATA
Your personal information will be processed by Declarative in order to fulfill the agreement with You, perform delivery of products etc. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between Declarative and any associated entity within the Declarative organisation. At such transfer, personal data may be transferred outside the EEC-area. By entering into this agreement, You hereby approve such processing of your personal information as set forth above, including processing of your personal identification number, and hereby give such consent as required by the Data Protection Act 1998. The consent hereby given can in whole or in part be recalled by giving written notice to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us at the address set forth below.
Declarative discloses sensitive personal information only if required to comply with legal obligations or with your consent.
Declarative is a trademark of Declarative.
13.1 Copyright of Declarative
The content and compilation of content included on the Site, such as text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Declarative and are protected by UK and international copyright laws.
13.2 Copyright infringement
It is our policy to respond to clear notices of alleged copyright infringement. Our policy is designed to make submitting notices of alleged infringement to us as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify.
14. NO WARRANTY
Declarative is not involved in the actual transaction between CRM Experts and Buyer/Hirers. Our Services, the Site and all content on it are provided on an as is basis and without warranties of any kind either express or implied. Without limiting the foregoing, Declarative does not represent or warrant that:
• the Site will be accurate, reliable, uninterrupted, secure or error-free;
• defects in the Site will be corrected;
• the Site or the server that makes it available are free of viruses or other harmful components.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. For example, consumers (as defined by consumer protection laws) may be entitled to the benefit of certain warranties under applicable trade practices or fair trading legislation in the UK. If you are considered a consumer under UK consumer protection law that applies to Declarative, you will be entitled to the benefit of certain warranties under that legislation.
To the extent that Declarative is able to limit the remedies available under this User Agreement, Declarative expressly limits its liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Declarative’s sole discretion):
(1) in the case of goods, any one or more of the following:
- • the replacement of the goods or the supply of equivalent goods;
- • the repair of the goods;
- • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- • the payment of the cost of having the goods repaired; and
- • the supply of the services again; or
- • the payment of the cost of having the services supplied again.
However, if you are considered a consumer under an UK consumer protection law that applies to Declarative, and you use our Services for personal, domestic or household use, the above clause may not apply to you.
15. LIMITATION OF LIABILITY
15.1 Limitation of liability
In no event shall Declarative, its affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
• any indirect, special, incidental or consequential damages that may be incurred by you;
• any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
• any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Site.
• The limitations on Declarative’s liability to you above shall apply whether or not Declarative, its affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of Declarative and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 and relevant state fair trading legislation.
15.2 Jurisdiction’s Limitations
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
15.3 Bar to action
Declarative may plead this User Agreement in bar to any claim, action, proceeding, class action or suit brought by you, against Declarative for any matter arising out of any transaction or otherwise in respect of this User Agreement.
15.4 Dispute resolution
If a dispute arises between you and Declarative, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly.
For any claim, Declarative may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Declarative elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that Declarative will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against Declarative must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Declarative may recover its legal fees and costs (including in-house attorneys and paralegals) , provided that Declarative has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Declarative will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
Declarative’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
You agree to indemnify and hold us and (as applicable) our related entities, affiliates, and our and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement or your violation of any law or the rights of a third party.
Currency conversions will be completed at a rate displayed on the Site, which is adjusted regularly based on market conditions. This exchange rate includes a processing fee above the wholesale exchange rate at which we obtain foreign currency.
You are responsible for all risks associated with maintaining balances in foreign currencies (including, the risk that the value of these balances will fluctuate as exchange rates change, which could result in decreases in the value of the balances). You agree not to attempt to use the Site to engage in speculative trading, which could result in substantial losses. No advice is provided on the Site and nothing on the Site should be relied upon as such. Use of this aspect of the Site is at your own risk.
Please note that the most readily available information on currency exchange rates is based on “interbank exchange rates”. Interbank exchange rates are established in the course of currency trading among a global network of over 1,000 banks, and are not available through consumer or retail channels. These rates are not a suitable reference for currency changes made on the Site.
18. APPLICABLE LAW
Any dispute arising out of or in connection with this User Agreement shall be governed by the laws of the United Kingdom. You and Declarative irrevocably submit to the non-exclusive jurisdiction of the courts of the United Kingdom.
The provisions of this User Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by Declarative to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Declarative. In the event of any sale or transfer you will remain bound by the User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.