This User Agreement, the Resourced Exchange Limited User Privacy Notice, the Mobile Device Terms and all policies posted on our sites set out the terms on which Resourced Exchange Limited (Hereafter referred to as “Resourced”) offers you access to and use of our sites, services, applications and tools (collectively 'Services'). You can find an overview of our policies here. All policies and the Mobile Device Terms are incorporated into this User Agreement. You agree to comply with all of the above when accessing or using our Services. For information regarding the processing of personal data, please see our User Privacy Notice.

If you reside in the United Kingdom, you are entering into a contract with Resourced Exchange Limited, 15 Adey Road, Lymm WA13 9QX, Registration number 15641515.

Availability

Any duration of time that a   Service Providers advises that they have available for a particular Resource

Bid

The response of a interested   Service Provider to a Clients Enquiry or Request for a Resource of a   particular Profession

Company

An entity registered on Resourced   as either a Service Provider or Client

Client

Refers to a Company whom within   a transaction is buying the Services of a Service Provider

Enquiry

An advertised service need   added by a Client to determine a precise Service against which Service   Providers can bid

Fee

The cost paid by either Service   Providers or Clients for use of the Resourced System

Listing

Refers to either the   advertising of a Resource Availability, Requirement or any Enquiry for   specific Services raised by a Company

Permission(s)

The allowed activities that any   individual User has been granted by their parent Company upon the Platform

Platform 

Refers to the RESOURCED System   website upon which Users will interface

Profession

Refers to the particular   qualification, experience or competence of a Resource that is either   available or required by a Company

Rate

The cost-per-hour for a   particular Resource of a Service Provider

Resource

An individual within a Service   Provider that is able to deliver a Service to a Client

Requirement

An advertised number of hours   that a Client advises the need or a Resource of a particular Profession

Service Provider

Refers to a Company whom within   a transaction is providing the Services to a Client

Services

The activities and/or   deliverables provided by the Service Provider to the Client

System(s)

Refers to the services supplied   by RESOURCED which forms a basis of the Platform

Transaction

The agreement made between a   Client and Service Provider for either the provision of a particular Resource   for a set amount of time or for the provision of a discreet Service as   defined within an Enquiry and subsequent Bid

User

An individual within a Company   that has been given particular Permission to access the Platform

Resourced is a Business to Business (B2B) exchange marketplace to allow user companies to offer and bid upon underutilised resources.

Resourced has no ownership or responsibility over the resources traded through Resourced, and is not involved in the actual transaction between Clients and Service Providers. The contract for the sale is directly between Client and Service Provider. Resourced is not a party to the transaction and is not a traditional auctioneer.

While we may provide guidance in the administration of the System, such guidance is solely informational and you may decide to follow it or not. While we may help facilitate the resolution of disputes through various programmes, RESOURCED has no control over, and does not guarantee the existence, quality, safety or competence of, resources advertised; the truth or accuracy of users' capability, experience or feedback; the ability of Service Providers to sell their resources time; the ability of Clients to pay for the Resources manhours; or that a Client or Service Provider will actually form a Transaction.

In connection with using or accessing the System you will not:

a) post, list or upload content or services in inappropriate categories or areas on our Platform;

b) breach or circumvent any laws, third-party rights or our Systems or policies;

c) infringe the copyright, trademark or other rights of third parties;

d) use our Services if you are not able to form legally binding contracts (for example if you are not given sufficient permissions by your company), or are temporarily or indefinitely suspended from using our Services;

e) fail to pay for resources hours purchased by you, unless you have a valid reason as set out in these terms, the Service Provider has materially changed the resource after you bid, a clear typographical error is made, or you cannot contact the Service Provider 

f) fail to provide the resource availability sold by you, unless you have a valid reason as set out in an RESOURCED policy, for example the Client fails to comply with the terms posted in your listing, or you cannot contact the Client;

g) post false, inaccurate, misleading, defamatory, or libellous content;

h) take any action that may undermine the Feedback or ratings systems;

i) transfer your RESOURCED account (including Feedback) and user ID to another Company without our consent;

j) distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

k) use the contact information of other Companies for any purpose other than in relation to a specific Resourced Transaction on the Resourced Platform (which includes using this information to send marketing materials directly to Resourced Companies unless the user has given explicit consent to receiving these materials);

l) distribute viruses or any other technologies that may harm Resourced, or the interests or property of Resourced Companies;

m) use any robot, spider, scraper or other automated means to access our System for any purpose;

n) bypass our robot exclusion headers, interfere with the working of our System, or impose an unreasonable or disproportionately large load on our infrastructure;

o) export or re-export any Resourced application or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

p) infringe the copyright, trademark, patent, moral, database or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Resourced. Some, but not all, actions that may be infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Resourced or someone else;

q) infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belongs to you;

r) commercialise any Resourced application or any information or software associated with such application;

s) harvest or otherwise collect information about users, such as email addresses, without their consent; or

t) circumvent any technical measures we use to provide the System.

You are registering with Resourced as a Company or on behalf of a Company, you represent that you have the authority to legally bind that entity. If you are trading as a business on Resourced, you must comply with all applicable laws relating to online trading for the site you are selling on (please see Listing Conditions for more information on the legal requirements for selling in the UK).

You agree that we will commence supplying our System to you after you accept this User Agreement, pay the applicable Fee’s and Resourced have validated your credentials. You can cancel this User Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Companies can cancel this User Agreement by visiting this help page. We may recoup the cost of any Services provided up to the point of cancellation.

If: 

a) we believe you are violating the policy on offers of Transactions outside of Resourced, you may be subject to a range of actions, including limits on Client and Service Provider privileges, restrictions on listings and account features, suspension of your account, application of fees for the introduction of Service Provider to Client, and recovery of expenses for policy monitoring and enforcement; and 

b) you are a Service Provider and you offer or reference your contact information or ask for the Client's contact information in the context of securing an Transaction outside of Resourced, you will be liable for all final value fees in consideration for the introduction to a Client for that item on the Resourced site, even if the item does not sell.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.

Additionally, we reserve the right to vary or restrict all or part of access to our Systems and/or not provide all or part of our System to any User or Company for any reason and/or period of time, at our discretion.

Without limiting other remedies, we may limit, suspend, or terminate your User account(s) and access to our System, restrict or prohibit access to, and your activities on, our System, cancel Bids, remove or demote or otherwise restrict the visibility of Listings, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

a) we think that you are creating problems or possible legal liabilities for us, our Users or other third parties;

b) we think that such restrictions will improve the security of the RESOURCED community or reduce our or another RESOURCED User's exposure to financial liabilities;

c) we think that you are infringing the rights of third parties;

d) we think that you are acting inconsistently with the letter or spirit of this User Agreement or our policies or abuse our employees or users;

e) despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us; or

f) you fail to make, or it is evident that you are unable to make, full payment of any fees due for access to our System by your payment due date.

When a Client or Service Provider issue arises we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement, and to do the right thing for both Clients and Service Providers.

Service Provider fees for using our Services are listed on our Fees for Service Providers page. We may change our fees, or introduce new fees from time to time by posting the changes on the Resourced site 30 days in advance. You may close your account without penalty within 30 days of such notice being given.

If you are a Service Provider, you are liable for Fees arising out of all sales made using some or all Resourced System, even if sales terms are finalised or payment is made outside of Resourced. In addition, if you are a Service Provider and you offer or reference your contact information or ask for a Client's contact information, you may be liable to pay a final value fee in consideration for the introduction to a Client for that item on the Resourced site, even if the item does not actually sell.

You will pay Resourced within 10 working days of receipt of a valid invoice for access to the System.

Upon initial registration you understand that your account will not be live until all applicable checks and validations of your Company are made by Resourced.

Service Provider fees don't purchase exclusive rights to a Listing’s exposure on Resourced whether on a web page, mobile app, or otherwise. We may display third party advertisements (including links and references thereto) or other content in any part of our Services, at our sole discretion.

When Listing a Resource, you agree to comply with the rules for listing and selling practices policy and that:

a) you are responsible for the accuracy, content and competence of the resource listed and agree to list in accordance with all other relevant policies;

b) your Listing may not be immediately searchable by keyword or category for up to 24 hours. Resourced does not guarantee exact listing durations;

c) unless otherwise specified by law, you are responsible for all taxes (including but not limited to employee tax, National Insurance Contributions, as well as any penalties, fines, charges, or late payment interest) related to Transactions made on the Resourced site, where applicable, and you agree to use the Services in accordance with the Tax policy. To the extent possible under English law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest;

d) content that violates any of Resourced’s policies may be modified, obfuscated or deleted at Resourced’s discretion;

e) in accordance with the listing with the Resourced catalogue policy, we may revise resource or user service data associated with listings to supplement, remove, or correct information;

f) we strive to create a marketplace where Clients find what they are looking for. Therefore, the appearance or placement of Listings in search and browse results will depend on a variety of factors, including, but not limited to:

i. Clients' location, search query, browsing site and history;

ii. Companies Industry and previous Transactions

iii. Resource’s location, listing format, rate, terms of service, end time, history, and relevance to the user query;

iv. Service Provider's history, including listing practices, Detailed Service Provider Ratings, RESOURCED policy compliance, Feedback, and defect rate; and

v. number of listings matching the Client's query

g) to drive a positive user experience, a Listing may not appear in some search and browse results regardless of the sort order chosen by any particular Company;

h) some advanced listing upgrades may only be visible on certain areas of the RESOURCED Platform;

i) Listing upgrades may be paid-for benefits that can affect the appearance or placement of listings in the search and browse results, for example promoted Listings;

j) RESOURCED's duplicate listings policy may also affect whether your listing appears in search results;

k) meta-tags and URL links that are included in a listing will be removed or altered so as to not affect third party search engine results;

l) we may provide you with optional recommendations to consider when creating your Listings. Such recommendations may be based on the aggregated sales and performance history of similar Transactions or applicable Listings; results will vary for individual Listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your Listings to other Companies;

m) Resourced advertises the Services and provides other RESOURCED Companies and third-parties with access to your listings and content for this purpose. This includes, for example, the display of Listings and content of users on price comparison sites or third-party advertising placements;

When buying resources time, you agree to comply with the rules for Clients and that:

a) you are responsible for reading the full Resource Availability and the before making a bid or commitment to form a Transaction;

b) you enter into a legally binding contract when you agree to utilise a Service Providers Resource for a set period of time at a rate, or agree to supply a specific resource to fulfil a Clients Requirement, though the Transaction is only complete once any such offer has been accepted by the reciprocating party the offering party will be 

Client requested cancellations

Clients can request to cancel an order on Resourced within one working day of the Transaction, the Service Provider will have 3 days to accept or decline the request. If the Service Provider declines the cancellation request, or has already providing the Service, Clients will need to negotiate the cancellation or reduction of hours with the Service Provider.

Service Provider requested cancellations

Service Providers can request to cancel an order on Resourced within one working day of the Transaction along with an explanation of the reason. Should a Service Provider cancel a contract without adequate reasoning and/or fail to provide the agreed Service due to accepting work with another Client for a higher Rate the platform may take measures to dissuade such actions including a fine for the difference in the total contract price or suspension from the platform.

When using our Platform you agree that the data obtained either within bids or during the execution of a Project should not be used for any purpose other than that intended. In particular in regard to the following:

Non-circumvention

You agree in using this platform to not leverage information obtained from the platform to circumvent another Company to directly engage in their corporation, partnership, individual, any banks, trust or lending institutions to provide or obtain the Services currently engaged by the other Company. 

Non-Poaching

You agree in using this platform not to approach any resource introduced to you via our Platform for employment, either directly or indirectly. This restriction shall be enforced for a duration of 6 months following the completion of any service completed by said Resource.

Consequence of Solicitation

In the event it has been found that you have breached the above clauses, Resourced and the affected third party may wish to take one or more of the following actions:

a) Suspend you from use of the Platform

b) Report you to appropriate trade authorities

c) Undertake legal action for breach of this agreement

d) Subject you to a “finder’s fee” of 20% of the contract value

When providing us with content on the public available spaces of our Platform (including causing content to be posted using our Platform), you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the content (including, without limitation, creating and using derivative works). We may in particular use your content, for marketing and promotional purposes. This includes (i) offering it to other Companies to use in their Listings, and (ii) displaying it to other Resourced Companies as part of the browsing experience on Resourced. You authorise us to exercise any and all copyright, trademark, publicity, database or other intellectual property rights you have in or to the content in any media known now or developed in the future for these purposes. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights or any other intellectual property rights you have in the content against us, our sublicensees or our assignees.

We may utilise the information provided by you as part of your Company profile, Resource, Profile, Enquiries, Bids or Listings to improve the Platform and its underlying Systems. You waive any rights to the data published in these forums where used in the objective to improve the User experience of the Platform.

We try to offer reliable data, but cannot promise that the content provided through the System will always be available, accurate, complete and up-to-date. You agree that RESOURCED is not responsible for examining or warranting the Listings or content provided by third parties through the System, and that you will not hold or attempt to hold us or our product data providers liable for inaccuracies. You agree to ensure that the content directly associated with your Listings is and remains accurate, and that you continue to fully comply with this User Agreement and all Resourced policies. 

The name "Resourced" and other Resourced marks, logos, designs and phrases that we use in connection with our System are trademarks, service marks, or trade dress of Resourced in the UK and other countries. They may not be used unless expressly authorised by Resourced in writing.

In forming a Contract on the Resourced Platform all Users agree that you enter a binding agreement of Confidentiality between the Service Provider and Client on any particular agreement. All information loaded onto the Platform as part of the execution of a Service shall be considered “Confidential Information”. Within the Platform any user may be considered a “Discloser” or “Receiver” of Confidential Information. This excludes information:

a) at the time of disclosure to the Recipient, publicly available or subsequently becomes so, otherwise than as a result of any breach of this Agreement by the Recipient or its Related Persons or any other obligation of confidentiality owed by the Recipient or its Related Persons to the Discloser;

b) known to the Recipient before the date it is disclosed by the Discloser or its Related Persons or is lawfully obtained by the Recipient after that date, other than from the Discloser or any of its Related Persons and which, in either case, has not been obtained in violation of any obligation of confidentiality to the Discloser;

c) independently discovered after the date of this Agreement by the Recipient or its Related Persons without the aid, application or use of any Confidential Information; or

d) approved for release upon the prior written permission of the Discloser;

The Recipient may disclose Confidential Information to the extent required by an order of any court of competent jurisdiction or any competent judicial, governmental, regulatory, or supervisory body or by the rules of any listing authority or stock exchange or by the laws or regulations of any country with jurisdiction over the affairs of the Recipient or the Discloser. In such cases, the Recipient shall (to the extent permitted by law, regulation, order, or rule and reasonably practicable) inform the Discloser of the full circumstances and the information required to be disclosed and consult with the Discloser as to possible steps to avoid or limit disclosure.

If the Discloser so requests in writing, the Recipient shall return to the Discloser or destroy all original and copy documents containing Confidential Information and analyses, studies, compilations, and other materials derived from the Confidential Information. Notwithstanding the provisions contained in this paragraph, the Recipient shall be entitled to retain one copy of each item of Confidential Information solely for the purposes of its records.

No representation or warranty is made or given as to the accuracy or the completeness of the Confidential Information or as to the reasonableness of any assumptions on which any of the same is based, and the Recipient agrees, for itself and on behalf of its Related Persons, with the Discloser, for itself and for each of its Related Persons, that (without prejudice to any liability for fraud) neither the Discloser nor any of its Related Persons shall have any liability to the Recipient or to any of its Related Persons resulting from the use of Confidential Information.

This Agreement shall not be construed as evidencing any intent to contract and either party may choose not to enter into a business or contractual relationship with the other or may enter into similar discussions or contractual relationships with third parties regarding Confidential Information which it has disclosed under this Agreement.

Disclosure by one Company hereunder to the other of Confidential Information confers no proprietary rights on the other and is only for the purposes of this Agreement. In particular (without limitation) it is agreed that this Agreement does not require either Company to develop, announce or deliver any product and no licence is hereby granted directly or indirectly by either party to the other under any patent, trade mark, copyright or other intellectual property right now held by, or which may be obtained by, or which is or may be licensable by it.

The Recipient shall not use the Confidential Information or development based upon any Confidential Information (whether or not the obtaining of such was within the scope of Service) for applying for or gaining any registered intellectual property right in any country.

To the extent that the Recipient is in breach of its obligation in this paragraph, the Recipient shall hold any such right or application therefore on trust for the Discloser.

Without prejudice to any other rights or remedies that any Company may have, the Recipient (for itself and on behalf of its Related Persons) acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Recipient or any of its Related Persons of the provisions of this Agreement, and that the remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of the provisions of this Agreement by the Recipient and/or any of its Related Persons would be more appropriate remedies and that no proof of special damages shall be necessary for the enforcement of this Agreement.

This Agreement or any provision thereof may be amended only with the mutual consent of the Companies hereto as set forth in a written instrument, signed by a duly authorized officer of each Company, and expressly stating the Companies intent to amend this Agreement.

No failure by either Company in exercising any right, power or privilege hereunder shall constitute a waiver by such Company of any such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise of any such right, power or privilege.

Resourced will sometimes release products and features that we’re still testing and evaluating (‘Beta Services’). Beta Services are labelled ‘alpha’, ‘beta’, ‘preview’, ‘early access’ or ‘evaluation’ (or with words or phrases with similar meanings) and may not be as reliable as Resourced’s other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback.

Beta Services are confidential until they are officially launched. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

You and Resourced shall process personal data received under and/or in connection with this User Agreement each as a separate and independent controller. In no event will RESOURCED and you process personal data under and/or in connection with this User Agreement as joint controllers or in a controller-to-processor relationship. As such separate and independent controllers, you shall be individually and separately responsible for complying with the obligations that apply to you as a controller under applicable data protection laws.

You shall comply with your obligations under applicable data protection laws (including but not limited to Regulation (EU) 2016/679 (EU General Data Protection Regulation "GDPR") and supplementing EU and local data protection laws. This includes, but is not limited to, the obligation to provide appropriate safeguards for the transfer of personal data to a third country or an international organisation.

You shall process personal data received from Resourced exclusively for the purpose(s) you received the personal data under and/or in connection with this User Agreement. You shall erase the personal data received under this User Agreement immediately after the respective purpose(s) has/have been fulfilled. Any further processing of the personal data is not permitted except when legally required (e.g. if a retention obligation applies).

Failure to abide by the aforementioned obligations may result in disciplinary action up to and including account suspension.

As part of the Services, Resourced has access to various information about Users, including personal data. This includes information that users submit to Resourced as part of the Services (such as contact information or item descriptions) as well as information that is generated by the provision and processing of the Services (such as ratings, sales analysis or communication).

In registering your Company and any Resources upon our Platform you agree that you have the right to upload said details and acknowledge that Resourced have the right to hold any personal details uploaded to the Platform.

Upon request, via the System, you will receive information which is necessary for the processing of transactions (in particular, the contact information of the other User involved in a transaction) as well as aggregated information on the performance and analysis of your listings, which are partly related to the data of other users of the Services (such as number of impressions of a listing, conversion rate or return rate).

Resourced only shares information about users with third parties if this is necessary for the provision of the Services or if Resourced is legally or contractually entitled to do so.

Upon expiry of this User Agreement, we will delete the information you provided, or which was generated through your use of the System from your Resourced account. Regardless, we maintain this information after the expiry of the User Agreement if we are legally obliged or have a legitimate interest to do so. We will generally maintain aggregated data generated using the System (e.g. statistics about Transactions per category) upon expiry of the User Agreement.

For information regarding the processing of personal data by Resourced, including sharing such data with third parties and your rights as a data subject, please see our User Privacy Notice.

Resolution of Complaints

In this Clause “Damage” can be classified as:

a) Client costs associated with the correction of any mistake associated with the Services including engineering, cost of equipment, cost of installation;

b) Cascaded cost associated with delay such as any Liquidated Damage costs the Client may be subjected to due to the Services provided;

c) Client costs directly related to the remediation of any mistake in the Services;

d) Any legal costs or fines directly caused by the Services provided.

The following cannot be considered as Damages under the Terms of this agreement:

a) Reputational damage and any loss of earnings owing to the mistake of the Service Provider;

b) Cascaded damages including impact upon associated plant caused directly or indirectly by the mistake of the Service Provider;

c) Loss in production directly or indirectly caused by a mistake in the Service.

If a Client provides valid evidence that the Service Provider has not met the threshold of reasonable care in the execution of the Services and has led to Damage being caused to the Client the Client is responsible for, including consequential damages, ("Damage Claim"), the Client can notify RESOURCED and/or seek compensation through the Platform arbitration service (“Arbitration”). The Service Provider will be notified of the Damage Claim and given an opportunity to respond. If the Service Provider accepts the Damage Claim they agree to pay the value of the Damages.

If the Client and Service Provider cannot resolve directly or a Service Provider fails to pay a damage claim, either Party may notify RESOURCED via our Arbitration service. RESOURCED will review the Damage Claim and ask the Parties to provide any required evidence (e.g. through appropriate documents, invoices, or third-party experts) which substantiates the Damage Claim and the Damage Claim amount. The Service Provider will be given the opportunity to respond and provide any relevant counter evidence. If RESOURCED determines, under consideration of the evidence provided, these Terms, and applicable statutory rules on the burden of proof that the Service Provider is responsible for the Damage Claim, the Service Provider shall pay the Client for the accepted damages. Should the Damage Claim not be paid RESOURCED withhold the right to use all legal methods available to recover the cost of the Damage Claim on behalf of the Client. Any outstanding amount shall accrue an interest of 5% of the total value of the Damage Claim per week until fully resolved, payable to RESOURCED.

You agree to cooperate in good faith, provide any information RESOURCED requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Services.

Any decisions made by RESOURCED in relation to a Damage Claim do not affect your contractual and statutory rights. Your right to take legal action before a court of law remains unaffected.

Correcting mistakes in payments to Clients and Service Providers

We reserve the right to fix any processing errors we discover. We will correct any processing errors by contacting the effected parties with either a further invoice or Credit Note for the over/under charge.

When entering into an agreement on the RESOURCED platform as a Client entity you agree to make a payment for the total agreed cost of the transaction in advance of any service being provided by the Service Provider.

The value of the services provided is inclusive of the RESOURCED commission of 10% which will be recouped from the payment made to the Service Provider.

As a Service Provider you agree to hold any payment as Work In Progress (WIP) and will not recognise as revenue until the agreed service has been delivered.

We try to keep RESOURCED and its Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our System. Bid update and other notification functionality in the Resourceds’ System may not occur in real time. Such functionality is subject to delays beyond the control of Resourced.

We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

a) your use of or your inability to use our System;

b) delays or disruptions in our System;

c) viruses or other malicious software obtained by accessing, or linking to, our System;

d) glitches, bugs, errors, or inaccuracies of any kind in our System;

e) damage to your hardware device from the use of any Resourced System;

f) the content, actions, or inactions of third parties, including resources listed using our System;

g) a suspension or other action taken with respect to your account or breach of the Abusing RESOURCED section;

h) the duration or manner in which your listings appear in search results as set out in the Listing conditions section; or

i) your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any items you list on any of our sites.

Although we use techniques that aim to verify the accuracy and truth of the information provided by our Users, User verification on the internet is difficult. Resourced cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Users' purported identities or the validity of the information which they provide to us or post on our sites.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the total aggregated cost paid to Resourced by the affected party over 1 calendar year.

Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

In entering into a contract, you agree to maintain the following insurances:

1. Public Liability Insurance for not less than £5 million for any one accident

2. The Service Provider will hold Employers Liability Insurance which shall extend to indemnify the Client against any claim for which the Service Provider may be legally liable under the Contract

3. The Service Prover shall effect and maintain Professional Indemnity Insurance for not less than £5 million for any one claim

Whenever reasonably required by the Platform and/or Client the you shall produce satisfactory evidence that the required policies are in force.

You will compensate us in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of this User Agreement, your improper use of RESOURCED's System or your breach of any law or the rights of a third party.

If a dispute arises between you and RESOURCED, we strongly encourage you to first contact us directly to seek a resolution by contacting Customer Support. RESOURCED Customer Service is available free of charge for every user to submit complaints and other inquiries. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Any claim, dispute or matter arising under or in connection with this User Agreement shall be governed and construed in all respects by the laws of England and Wales. You and RESOURCED both agree to submit to the non-exclusive jurisdiction of the English courts.

In simple terms, "non-exclusive jurisdiction of the English courts" means that if you were able to bring a claim arising from or in connection with this User Agreement against us in court, an acceptable court would be a court located in England, but you may also elect to bring a claim in the court of another country instead. English law will apply in all cases.

If any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

We may assign our rights and obligations under this User Agreement in accordance with the below (but without your prior express consent), provided that we assign the User Agreement on the same terms or terms that are no less advantageous to you.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our 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. We do not guarantee we will take action against all breaches of this User Agreement.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

We may amend this User Agreement at any time by email or by posting the amended terms the Resourced Platform All amended terms shall automatically be effective 30 days after they are initially posted. Your continued use of our System after the effective date of these amended terms constitutes your acceptance of them.

This User Agreement may not be otherwise amended except through mutual agreement by you and a Resourced representative authorised to do so.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Resourced site.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement. A person who is not a party to this User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this User Agreement or which exists or is available apart from that Act.

The User Agreement and all policies posted on our site are the entire agreement between you and Resourced and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees (with respect to fees owed for our Services), Content, Managed Payments, Liability, Compensation, Legal disputes and the release contained in this General section. Legal notices shall be served by registered mail to Resourced Exchange Limited, 15 Adey Road, Lymm, WA13 9QX. We shall send notices to you by email to the email address you provide to RESOURCED during the registration process. Notice to you shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the address provided during the registration process. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.