Updated October 2021

Welcome to the website for Passionfruit. Please read these terms and conditions carefully before using this site. Thank you.

This site is operated by Use Passionfruit Limited (Passionfruit, we, our or us). Use Passionfruit Ltd is registered in England and Wales with company number 13237931. Our registered office is at 1a Nelson Terrace, N1 8DG. Our VAT registration number is 374633676.

These terms and conditions (terms) govern your use of our UK website at usepassionfruit.com (site).

By using our site, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to them, you must not use our site.

Our site is a platform operated by us to facilitate the introduction of specialists to creators who need help with a project. If you register on our site as a specialist, additional terms and conditions which govern our services to specialists will apply to you, and you’ll be shown these as part of the process of agreeing assignments. If you are using our site as a creator to book specialists for your project, terms and conditions which govern how you use our services will apply to you. You’ll be shown these as part of the sign-up process, or we may have agreed to them separately with you.

When you use our site, you will be providing us with personal data about you. You can see how we use personal data by going to our Privacy Policy. Depending on whether you are a freelancer or a user at a client organisation, we will be using your personal data in slightly different ways. So please do take a look at our Privacy Policy.

Passionfruit Website.

These Website Terms & Conditions (“T&Cs”) apply to your access and use of www.usepassionfruit.com (the “Site”), including all software, data, reports, text, images, sounds, video, and content made available through any portion of the Site (collectively, the “Content”). Content includes all such elements as a whole, as well as individual elements and portions thereof.

T&Cs Updates.

Passionfruit reserves the right, at its sole discretion, to change or modify portions of these T&Cs at any time. Passionfruit will post the changes to these T&Cs on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the T&Cs periodically for changes. Your continued use of the Site and Content after the date any such changes become effective constitutes your acceptance of the new or revised T&Cs.

Authorization to Access and Use Site and Content.

Subject to your compliance with these T&Cs and the provisions hereof, you may access or use the Site and Content solely for the purpose of your evaluation of Passionfruit and Passionfruit’s products and services. You may only link to the Site or Content, or any portion thereof, as expressly permitted by Passionfruit.

Ownership and Restrictions.

All rights, title and interest in and to the Site and Content will remain with and belong exclusively to Passionfruit. You are not permitted to use the Site or the Content except to review them in order to evaluate Passionfruit’s products and services.

You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Site and Content, except that you may download, display, and print one copy of the publicly available materials (i.e., the Content that does not require an Account name or password to access) on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices. You agree not to access the Site or Content by any means other than through the interface that is provided by Passionfruit to access the same. You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the presentation or navigational structure of the Site or any Content, to obtain or attempt to obtain any Content or other information through any means not made generally available through the Site by Passionfruit. Passionfruit reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Passionfruit on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

Responsibility for Your Data.

You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site.

Reservation of Rights.

Passionfruit and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Site and Content. Passionfruit grants no rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under these T&Cs.

Use of Intellectual Property.

Rights in User Content. By posting your information and other content (“User Content”) on or through the Site and Content, you grant Passionfruit a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site and Content. Passionfruit has the right, but not the obligation, to monitor the Site and Content and User Content. Passionfruit may remove or disable any User Content at any time for any reason, or for no reason at all.

Unsecured Transmission of User Content.

You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve transmission to Passionfruit’s third party vendors and hosting partners to operate and maintain the Site and Content. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Passionfruit will have no liability to you for any unauthorised access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.

‍ Feedback.

You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site and Content or Passionfruit’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and Passionfruit may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Passionfruit considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.

Your Representations and Warranties.

You represent and warrant to Passionfruit that your activity on the Site and Passionfruit’s possession and use of User Content as contemplated in these T&Cs do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

Termination of Access Due to Violations.

Passionfruit may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these T&Cs or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these T&Cs will cause irreparable harm to Passionfruit, for which monetary damages would be inadequate, and you consent to Passionfruit obtaining any injunctive or equitable relief that Passionfruit deems necessary or appropriate in such circumstances, without limiting Passionfruit’s other available remedies. Further, Passionfruit may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site or any service offered on or through the Site, or (3) unexpected technical issues or problems.

THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL ERRORS AND DEFECTS AND WITHOUT ANY WARRANTIES OF ANY KIND, AND Passionfruit EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT Passionfruit DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE SITE AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND Passionfruit DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND CONTENT. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Passionfruit OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE T&Cs AND YOU SHOULD NOT RELY ON THE SITE AND THE GENERAL CONTENT ALONE AS THE BASIS FOR YOUR BUSINESS DECISIONS.

Passionfruit reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, for any reason; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Exclusion of Damages and Limitation of Liability. Passionfruit does not charge fees for you to access and use the Site and Content pursuant to these T&Cs. The Site does not conduct commercial transactions; the Content is comprised of general information and describes some of the basic elements of the Passionfruit service. As consideration for your free access and use of the Site and Content pursuant to these T&Cs, you further agree that Passionfruit WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS T&Cs, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF Passionfruit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF Passionfruit WITH REGARD TO THIS T&Cs WILL IN NO EVENT EXCEED USD$1.00.

This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh court.

CLIENT TERMS AND CONDITIONS

These terms and conditions govern your use of the Passionfruit Platform, and your purchase of professional services through it. By accepting these terms and conditions, you agree to enter into a contract with Use Passionfruit Limited of 1a Nelson Terrace, London N1 8DG (referred to as “Passionfruit”), as set out below.

1. DEFINITIONS

“ Specialist” means a provider of Services as an independent consultant.

"Intellectual Property Rights" means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trade marks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights in confidential information and other intellectual and industrial property rights in all parts of the world.

“Platform”means the websites and apps operated and made available by Passionfruit through which Services can be offered bySpecialists for purchase by Clients.

“Services” means professional marketing advisory services.

“ Client” means you.

2. PURCHASING SERVICES THROUGH THE PLATFORM

2.1. We will provide you with access to the Platform, through which you can browse Specialists as providers of Services with whom Passionfruit has chosen to collaborate, and to post requests for Services.

2.2. We do not guarantee that any Specialist will be available to meet your specific requirements. While we make reasonable efforts to vet the Specialists that use our Platform, we cannot guarantee the suitability of any Specialists for a Client’s specific needs or guarantee the quality, accuracy, and timeliness of any Specialist’s Services provided to Clients. Passionfruit does not direct and has no control overdelivery of any Specialist’s Services. Passionfruit does not review, endorse,or sanction statements a Specialist may post on the Platform. We encourage Clients to research any Specialist before accepting their Services.

2.3. We reserve the right to remove the listing of Specialists or your requests for Services from the Platform at any time at our sole discretion, for reasons including notification of a claim of infringement of third party IntellectualProperty Rights, or any breach of these terms and conditions.

2.4. You acknowledge that these terms will not be construed as creating a joint venture, partnership, franchise, agency or employment relationship between Passionfruitand you. Passionfruit has no authority to enter into any agreement with a Specialiston your behalf.

2.5. You acknowledge that Passionfruit and the Platform operate solely to introduce you to Specialists and to facilitate payment for your purchase ofServices from Specialists. Passionfruit is not a party to any contract you may enter into with any Specialist and will not have any liability or obligation to you whatsoever in relation to your engagement with any Specialist.

2.6. You affirm and agree that the assignment of intellectual property now lies with the Client. The ownership of work produced (written or otherwise) arising from the provision of the Services is owned by the Client. If you wish this to be different, please raise this with Passionfruit ahead of entering into Services.

2.7. You shall provide us with a copy of any agreement entered into with any Specialistupon our request, so that we may verify your compliance with clause 2.6.

2.8 Upon paying the first invoice of a contract, you must provide 7 working days notice before the next invoice due date should you wish to change, pause or terminate the contract for the next month. Failure to do so means you are liable to pay for the next month of the contract in full. Contracts that are set for a certain number of months automatically roll on to a new project month unless the client provides 7 working days notice before the invoice due date to pause or terminate the contract.

2.9 You affirm and agree that you are not specifically relying on any statements, or materials contained on the Platform or otherwise made available by Passionfruit to make any business decisions.

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3. CONTACT WITH SPECIALISTS

3.1. You acknowledge and agree that, without the prior written consent of Passionfruit, you shall not at any time outside of the Platform directly communicate with or engage any Specialist or prospective Specialist introduced to you through Passionfruit or the Platform in relation to the receipt ofServices.

3.2. If a Specialist contacts you directly as a result of an introduction byPassionfruit, including on the Platform, you shall immediately refer such correspondence to us and refrain from communicating with the Specialist.

3.3. Passionfruit may (but is not obliged to) agree that you can directly engage or employ a Specialist off the Platform by paying Passionfruit a buyout fee(the “ Buyout Fee”) equal to the lesser of £20,000 or a fee equal to 20%of the projected first year full-time salary to be paid to Specialist by Client(if Passionfruit Specialist is hired by Client on a part-time basis, then the projected part-time salary shall be calculated proportionately to a full-time salary and the Buyout Fee shall be calculated on the pro rata projected full-time salary; if Specialist is hired by Client as an independent contractor, then that projected remuneration shall be calculated proportionately to full-time remuneration and the Buyout Fee shall be calculated on the prorata projected full-time remuneration). Client agrees to inform Passionfruit inwriting of its intention to engage a Specialist in this way, and shall not take further steps until it receives Passionfruit’s written approval. Payment of the Buyout Fee shall be made within three (3) working days of such approval being given. Client agrees to provide Passionfruit a right of inspection to Client’sbooks and records with regard to the verification of the remuneration paid toSpecialist by Client for the first year and if such remuneration is greater than the amount used to calculate the Buyout Fee, then Client shall payPassionfruit the difference within 30 days of the one year anniversary of the payment of the Buyout Fee.

3.4. If you act in breach of this section 3, you acknowledge that Passionfruitmay suffer financial and other losses, and you hereby indemnify Passionfruit in relation to any such losses and other financial penalties that Passionfruit may impose at its sole discretion without limitation.

3.5. This section 3 shall indefinitely survive termination or expiry of these terms and conditions.

3.6. This section 3 shall not apply to relationships between you and any Specialistwith whom you have a relationship that pre-dates these terms and which can be demonstrated by way of documented evidence of such prior collaboration.

4. FEES

4.1. Passionfruit collects fees and amounts owed from you to (a) any Specialist for Services agreed to be provided through the Platform, and (b) Passionfruit for the access to the Platform as may be notified to you from time to time. All sums received by Passionfruit are non-cancellable and non-refundable in any circumstances.

4.2. You remain responsible for the payment of all taxes in relation to the payment of sums made by you under these terms and conditions.

4.3. You acknowledge that any payment made by you to Passionfruit is in full and final compensation for the purchase of Services from any Specialist, and you acknowledge that you shall not be entitled to any refund in respect of any amounts paid once you have remitted payment to us.

4.4. You are responsible for informing us of the amounts payable for your receipt of any Services, and for submitting payment for the Services (including requesting any supporting documentation you may require) in accordance with any agreement with the Specialist.

4.5. Your remittance of payment to Passionfruit is your confirmation that you have received the applicable Services to your satisfaction.

5. USE OF THE PLATFORM

5.1. You must not access or use the Platform except as permitted by these terms and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights on the Platform.In particular, you must not and must not permit any other person to:

5.1.1.resell, assign, transfer, distribute or provide others with access to the Platform or any of our materials;

5.1.2.use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

5.1.3.use the Platform in any way that damages, interferes with or interrupts the availability of the Platform;

5.1.4.introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together,including our networks, including viruses, worms, trojan horses and e-mail bombs;

5.1.5.reveal your account password to others or allow others to use your account;

5.1.6.use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service andforged routing information for malicious purposes);

5.1.7.use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;

5.1.8.send any unsolicited messages through or to users of the Platform or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”);

5.1.9.use the Platform to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.

5.2. Any non-compliance by you with these terms shall give us the right to suspend provision of the Platform to you and access to your account, and to terminate our relationship with you without liability.

6. TERMINATION

6.1. These terms and conditions may be terminated immediately by either party for failure of the other party to comply with any material term of these terms and conditions, unless the failure to comply has been remedied within 30 days of notification of such failure.

6.2. Upon termination of these terms and conditions for any reason and unless specified otherwise herein, all rights and licences granted pursuant to this terms and conditions shall cease.

7. LIABILITY & INDEMNITY

7.1.Each Party represents and warrants to the other that: (a) these terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of these terms; and (c) the execution, delivery and performance of these terms does not and will not violate (i) the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or (ii) any applicable law or regulation.

7.2.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, PASSIONFRUIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PLATFORM,OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PASSIONFRUIT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS,REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THEPLATFORM IS PROVIDED “AS IS” AND PASSIONFRUIT DOES NOT WARRANT THAT ALL ERRORS OR DEFECTS CAN BE CORRECTED, OR THAT PROVISION AND OPERATION OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR-FREE.

7.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PASSIONFRUIT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, ORINDIRECT OR SIMILAR LOSSES OR DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, COSTS OR DAMAGES DUE TO LOSS OF PROFITS, BUSINESS OPPORTUNITIES, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION,PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR THE LOSS OR COST OF RECREATINGANY DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF PASSIONFRUIT WAS ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

7.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PASSIONFRUIT TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THEPLATFORM WILL NOT EXCEED THE AMOUNTS REMITTED BY YOU TO PASSIONFRUIT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.5. You agree to indemnify and hold harmless Passionfruit and its affiliates,officers, directors, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses)arising from or relating to: (a) your use of the Platform; (b) your receipt of anyServices; and (c) your violation of these terms.

8. OTHER PROVISIONS

8.1. We are entitled to amend or vary these terms and conditions from time to time at our sole discretion.

8.2. We are entitled to assign or license all of the rights granted to us under these terms and conditions to any third party. You shall not be entitled to assign or sublicense your rights under these terms and conditions.

8.3. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these terms and conditions.

8.4. These terms and conditions and the documents referred to in them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.5. These terms and conditions shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England in relation to any disputes arising under them.

SPECIALIST TERMS AND CONDITIONS

These terms and conditions govern your use of the Passionfruit Platform, and your offering of professional services through it. By accepting these terms and conditions, you agree to enter into a contract with Use Passionfruit Limited of1a Nelson Terrace, London N1 8DG (referred to as “Passionfruit”), as set out below.

1. DEFINITIONS

“ Specialist” means you.

"Intellectual Property Rights" means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trade marks and service marks and applications for any of the foregoing, together with all trade secrets,know-how, rights in confidential information and other intellectual and industrial property rights in all parts of the world.

“Platform”means the websites and apps operated and made available by Passionfruit through which Services can be offered by Specialistsfor purchase by Clients.

“Services” means professional marketing advisory services that you offer as an independent consultant.

“ Clients” means a person or organization that purchases or wishes to purchase your Services through the Platform.

2. OFFERING SERVICES THROUGH THE PLATFORM

2.1. Any description of your Services that you wish to offer through thePlatform must be submitted using any mechanism that we notify to you, which may be updated from time to time.

2.2. We will, at our sole discretion, determine whether promotion of yourServices is suitable for inclusion in the Platform. We will notify you promptly if your request to be included on the Platform is rejected for any reason. You acknowledge that we have no obligation to accept your request to be included on the Platform,and that we do not guarantee that any Client will wish to purchase your Services.

2.3. We reserve the right to remove the listing of your Services from thePlatform at any time at our sole discretion, for reasons including notification of a claim of infringement of third party Intellectual Property Rights, or any breach of these terms and conditions.

2.4. You acknowledge that these terms will not be construed as creating a joint venture, partnership, franchise, agency or employment relationship between Passionfruitand you. You agree that you act as an independent contractor for the provision of your Services, and use the Platform as a means of identifying Clients with whom you can engage directly. Passionfruit has no authority to enter into any agreement with a Client on your behalf.

2.5. You acknowledge that Passionfruit and the Platform operate solely to introduce you to prospective Clients and to facilitate payment for the provision of your Services with those Clients. Passionfruit is not a party to any contract you may enter into with any Clientand will not have any liability or obligation to you whatsoever in relation to your engagement with any Client, or your employment status and tax position arising as a result of any such engagement.

2.6. You affirm and agree that the assignment of intellectual property now lies with the Client. The ownership of work produced (written or otherwise) arising from the provision of the Services is owned by the Client. If you wish this to be different, please raise this with Passionfruit ahead of entering into Services.

2.7. You shall provide us with a copy of any agreement entered into with anyClient upon our request, so that we may verify your compliance with clause 2.6.

2.8. You warrant to us that you shall not offer or provide Services to any Client or prospective Client based on work product created for any third party unless you have appropriate permissions to do so.

2.9 You must provide 2 weeks notice before the end of each project month should you wish to pause or terminate the contract for the next month. The project renews monthly on the same date as project start date. Failure to do so means you are liable to work for the next month of the contract in full. Contracts that are set for a certain number of months automatically roll on to a new project month unless the specialist provides 2 weeks notice to pause or terminate the contract.

3. CONTACT WITH CLIENTS OFF-PLATFORM

3.1. You acknowledge and agree that, without the prior written consent of Passionfruit,you shall not at any time directly communicate with any Client or prospective Client introduced to you through Passionfruit or the Platform in relation to the provision of your Services.

3.2. If a Client or prospective Client contacts you directly as a result of the promotion of you or your Services by Passionfruit, including on the Platform, you shall immediately refer such correspondence to us and refrain from communicating with the Client or prospective Client.

3.3. If you act in breach of this section 3, you acknowledge that Passionfruit may suffer financial and other losses, and you hereby indemnify Passionfruit in relation to any such losses and other financial penalties that Passionfruit may impose at its sole discretion without limitation.

3.4. This section 3 shall indefinitely survive termination or expiry of these terms and conditions.

3.5. This section 3 shall not apply to relationships between you and any Client with whom you have a relationship that pre-dates these terms and which can be demonstrated by way of documented evidence of such prior collaboration.

4. FEES

4.1. Passionfruit collects fees and amounts owed from any Client to you forServices agreed to be provided through the Platform. We will notify you of the amount of any fees that Passionfruit will deduct from the agreed amount prior to making payment to you. All fees retained by Passionfruit are non-cancellable and non-refundable in any circumstances.

4.2. You remain responsible for the payment of all taxes in relation to the receipt of the fee payments made to you under these terms and conditions.

4.3. You acknowledge that any payment made to you by Passionfruit is in full and final compensation for the purchase of your Services by any Client, and you acknowledge that you shall not be entitled to any further fees or compensation in respect of any Services once you have received payment remitted by us.

4.4. You are responsible for requesting payment for the Services (including submitting time sheets, invoices and supporting documentation) in accordance with any agreement with the Client.

4.5. Passionfruit shall not make any payments to you without approval from the relevant Client that you have provided the Services to their satisfaction.

4.6. Passionfruit reserves the right to set off against any amounts due to you any amounts owed to Passionfruit by you.

5. USE OF THE PLATFORM

5.1. You must not access or use the Platform except as permitted by these terms and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights on the Platform.In particular, you must not and must not permit any other person to:

5.1.1.resell, assign, transfer, distribute or provide others with access to the Platform or any of our materials;

5.1.2.use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

5.1.3.use the Platform in any way that damages, interferes with or interrupts the availability of the Platform;

5.1.4.introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together,including our networks, including viruses, worms, trojan horses and e-mail bombs;

5.1.5.reveal your account password to others or allow others to use your account;

5.1.6.use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service andforged routing information for malicious purposes);

5.1.7.use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;

5.1.8.send any unsolicited messages through or to users of the Platform or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”);

5.1.9.use the Platform to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.

5.2. Any non-compliance by you with these terms shall give us the right to suspend provision of the Platform to you and access to your account, and to terminate our relationship with you without liability.

6. TERMINATION

6.1. These terms and conditions may be terminated immediately by either party for failure of the other party to comply with any material term of these terms and conditions, unless the failure to comply has been remedied within 30 days of notification of such failure.

6.2. Upon termination of these terms and conditions for any reason and unless specified otherwise herein, all rights and licences granted pursuant to this terms and conditions shall cease.

7. LIABILITY & INDEMNITY

7.1.Each Party represents and warrants to the other that: (a) these terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of these terms; and (c) the execution, delivery and performance of these terms does not and will not violate (i) the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or (ii) any applicable law or regulation.

7.2.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, PASSIONFRUIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PLATFORM,OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PASSIONFRUIT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS,REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PLATFORM IS PROVIDED “AS IS” AND PASSIONFRUIT DOES NOT WARRANT THAT ALL ERRORS ORDEFECTS CAN BE CORRECTED, OR THAT PROVISION AND OPERATION OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR-FREE.

7.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PASSIONFRUIT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, ORINDIRECT OR SIMILAR LOSSES OR DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, COSTS OR DAMAGES DUE TO LOSS OF PROFITS, BUSINESS OPPORTUNITIES, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION,PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR THE LOSS OR COST OF RECREATINGANY DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF PASSIONFRUIT WAS ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

7.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PASSIONFRUIT TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THEPLATFORM WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY PASSIONFRUIT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.5. You agree to indemnify and hold harmless Passionfruit and its affiliates,officers, directors, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses)arising from or relating to: (a) your use of the Platform; (b) any Services you provide; and (c) your violation of these terms.

8. OTHER PROVISIONS

8.1. We are entitled to amend or vary these terms and conditions from time to time at our sole discretion.

8.2. We are entitled to assign or license all of the rights granted to us under these terms and conditions to any third party. You shall not be entitled to assign or sublicense your rights under these terms and conditions. You shall only subcontract provision of theServices if the applicable Client has approved that you are permitted to do so.

8.3. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall bedeemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these terms and conditions.

8.4. These terms and conditions and the documents referred to in them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.5. These terms and conditions shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England in relation to any disputes arising under them.

9. RE. PAYMENTS

9.1. Passionfruit uses Mangopay as its payment provider. The relevant terms and conditions can be found here.

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