TERMS AND CONDITIONS

Pairwise (“Pairwise”, “we” or “us”) operates an online Platform allowing Users (“User”, “You” or “Your”) to access, request or offer expert advice and/or mentoring services via Pairwise’s Platform including through our website at https://www.Pairwise.co, the Pairwise Mobile Software Application or any other Platform we may introduce in the future (“Platform”).

PLEASE READ THESE TERMS and all Pairwise Policies including the Privacy Policy (collectively the “Agreement”) carefully before using the services offered by Pairwise.

Use of the Platform or use of the Pairwise services confirms that You agree to be bound by this Agreement.

In the course of using the Platform, You may also be required to accept additional terms and conditions from third-parties such as Pairwise’s payment gateway provider. If You do not accept those terms, You should not transact on the Platform.

1. SCOPE OF PAIRWISE SERVICES

1.1 Pairwise provides a Platform for linking clients with experienced experts and mentors in online marketplaces and digital Platforms. Users of the Platform must be natural persons, but can specify within their account description that they represent a corporate entity who is the client or the experienced professional.

1.2 A reference to User in this Agreement includes clients, experts/mentors and any other person that accesses the Platform.

1.3 A User creates an account with Pairwise when that person validly completes a registration form on the Platform (“User Account”). A User Account is required to access, request or offer expertise or mentoring services, unless otherwise specified.

1.4 Pairwise provides the Platform only. Apart from enabling a client to find an expert/mentor and providing a shortlist of selected experts/mentors to provide the service requested, Pairwise accepts no liability for any aspect of the client and expert/mentor interaction, including but not limited to the description of goods and services offered and the performance of services. Pairwise has no obligation to any User to assist in any way in any dispute between a client and an expert/mentor.

1.5 All information related to expert/mentor services is supplied by Pairwise Users. Except that Pairwise may require that each expert/mentor:

(a) has all necessary licensing to perform the relevant service;

(b) maintains the usual insurances as required by a prudent provider of similar service; and

(c) has genuine experience in providing the particular service

Pairwise does not have any ability or responsibility to review, approve or verify any User provided information prior to publication on the Platform.

1.6 For the avoidance of doubt, Pairwise does not endorse any of its Users. In addition, although these terms require Users to provide accurate information, we do not attempt to confirm, and do not confirm, any member’s purported identity or credentials. You are responsible for determining the identity and suitability of others who You contact via the Platform.

1.7 By using the Platform, You agree that any legal remedy or liability that You seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused You harm and You agree not to attempt to impose liability on, or seek any legal remedy from Pairwise with respect to such actions or omissions.

1.8 You expressly agree that Pairwise has no responsibility and makes no warranty as to the truth or accuracy of any aspect of any information provided by Users (including all experts/mentors and clients), including, but not limited to, the ability of expert/mentors to perform the services, or the accuracy of any information provided by clients or the clients’ ability to pay for the services requested.

1.9 Pairwise may in its sole and absolute discretion, for any reason or no reason, and without notice:

(a) alter or withdraw any functionality on the Platform;

(b) withdraw or suspend Your access to all or any part of the Website and Your account (if You have created an account);

(c) monitor Your use of the Platform;

(d) subject to any applicable laws, treat any material that You transmit or display as non-confidential and non-proprietary; and

(e) edit or remove any material that You have may have uploaded, posted, emailed or otherwise transmitted to or via the Platform.

2. PAIRWISE SERVICE DESCRIPTION AND FINANCIAL TERMS

2.1 A client who wishes to request a service creates an account with Pairwise, and selects the type of service requested on the Platform, and provides all required details.

2.2 Pairwise will select a shortlist of experts/mentors who meet the requirements of the client and who may be suitable to provide the service requested.

2.3 Pairwise will present the client with the selected expert(s)/mentor(s) that best meets the requirements of the client. A time-based fee will be quoted (unless the service is determined by the Platform to be fee-free) along with a short profile(s) of the selected expert(s)/mentor(s).

2.4 Appointments and Financial Terms for experts/mentors

2.4.1 If an expert/mentor has received an appointment request from a potential client, You will be required to either confirm or reject the request within 24 hours of when the request is made (as determined by Pairwise in its sole discretion) or the request will be automatically cancelled. When an appointment is requested with You via the Platform, we will share with You (i) the name of the potential client who has requested the appointment, and (ii) a link to the potential client’s account profile page, so that You can view this information before confirming or rejecting the appointment. When You confirm an appointment request, Pairwise will notify You confirming such booking, depending on the selections You make via the Platform.

2.4.2 The amount due and payable by a client relating to appointment time with You is referred to as an “appointment fee”. Appointment fees are quoted in each listing, in Great Britain Pounds (GBP) and in a price per minute (or other time unit) format (the “appointment fee rate”). Please note that while experts/mentors can set fees, Pairwise reserves the right to determine the final fee that can be set by experts/mentors.

2.4.3 In consideration of the services, Pairwise charges You a fee (the “service fee”) based on a percentage of appointment fees collected on Your behalf. The current applicable percentage is fifteen percent (15%). The service fee is deducted from the appointment fee payable to You in respect of an appointment. At the conclusion of each appointment, Pairwise calculates the appropriate appointment fee payable by the client to You based on the duration of the appointment and the applicable appointment fee rate. After deducting the applicable service fee, Pairwise remits the balance of the appointment fee to You via its third party provider or such other payment methods as may be listed on the Platform, in GBP. Except as otherwise provided herein, service fees are non-refundable.

2.4.4 Pairwise does not currently charge fees for the creation of listings, accounts or profiles. However, You acknowledge and agree that Pairwise reserves the right, in its sole discretion, to charge You for and collect fees from You for the creation of listings, accounts or profiles. Pairwise will provide notice of any listing/account/profile fee collection via the Platform, in accordance with these terms, prior to implementing such a listing/profile fee feature.

2.4.5 Pairwise may from time to time change the service fees and the terms applying to payments. Any change relating to the service fees is effective fourteen (14) days after Pairwise notifies You of that change by sending a message to Your User account, Your email address held on file, or by posting the information on the Pairwise website.

2.4.6 Pairwise may choose to temporarily modify the service fees, or the terms applying to their payment, in its sole discretion. Notification of temporary modifications will be communicated via the Platform.

2.5 Appointments and Financial Terms for potential clients

2.5.1 You (as a potential client), not Pairwise, are solely responsible for honouring any confirmed appointments. If You choose to enter into a transaction with an expert/mentor by scheduling an appointment via the Platform, these terms and other terms, conditions, rules and restrictions associated with such appointment as set out in the listing may apply. You acknowledge and agree that You, and not Pairwise, will be responsible for performing the obligations of any such Agreements, and Pairwise is not a party to such Agreements and disclaims all liability arising from or related to any such Agreements.

2.5.2 You agree to pay Pairwise all appointment fees due in connection with any appointment. In order to initiate an appointment, You understand and agree that Pairwise reserves the right, in its sole discretion, to obtain a pre-authorisation of Your credit card or charge Your credit card a nominal amount, not to exceed one GBP (£1), in order to verify Your credit card. At the end of each appointment, Pairwise will process and collect the appointment fees payable in accordance with these terms and the terms of the listing. Please note that Pairwise cannot control any fees that may be charged to a client by his or her bank related to Pairwise’s collection of the appointment fees, and Pairwise disclaims all liability in this regard.

2.5.3 In connection with Your payment, You will be asked to provide customary billing information such as name, billing address and credit card information either to Pairwise or its third party payment processor. You agree to pay Pairwise for any consummated appointments in accordance with these terms, by one of the methods described on the Platform. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the appointment, either directly or indirectly, via a third party online payment processor or by one of the payment methods described on the Platform. If You are directed to Pairwise’s third party payment processor, You may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. It is Your responsibility to review such terms and conditions and privacy policy before using the services. Once Your transaction is complete You will receive a confirmation email summarising Your confirmed appointment.

2.6 You (as a client) may cancel an appointment without penalty; provided, however, that You have not already initiated the call with the expert/mentor via the services. You (as an expert/mentor) may cancel a scheduled appointment without penalty at any time. If You have been improperly charged for an appointment that was cancelled and require a refund, please contact Pairwise at hello@Pairwise.co.

2.7 You understand and agree that You are solely responsible for determining Your applicable tax reporting requirements in consultation with Your tax advisors. Pairwise cannot and does not offer tax-related advice to any Users of the Platform by Pairwise .

3. USER ELIGIBILITY

3.1 To create an account and use the Pairwise services, You must be able to form legally binding contracts under applicable law. Pairwise services are not available to persons under 18 years of age. If You are an expert/mentor, You must have the legal right to work in the United Kingdom or the country where You render the service and You must comply with tax and regulatory obligations (including VAT, if applicable) in relation to any payment received. If You do not qualify to use the Pairwise services, You must not use the services.

3.2 While You are registered with Pairwise, You must maintain control of Your Pairwise account. You may not deal with Your account in any way (including by allowing others to use Your account or by transferring or selling the account or any of its content to another person). Your Pairwise account is for Your use only and You must take reasonable care to protect and keep confidential the password and other authentication or identity information. You must notify Pairwise immediately if You reasonably believe there has been loss, theft, misuse or unauthorised disclosure or use of a password or a Pairwise account.

3.3 At its absolute discretion, Pairwise may refuse to allow any person to register or create an account with Pairwise or cancel or suspend any existing account.

4. USER’S OBLIGATIONS

4.1 You agree that at all times:

(a) You will comply with this Agreement (including all Pairwise Policies) and all applicable laws and regulations;

(b) You will post only accurate information on the Platform;

(c) You will promptly and efficiently perform all Your obligations to other Pairwise Users and to Pairwise under this Agreement;

(d) all content (whether provided by Pairwise, a User or a third-party) on the Platform may not be used on third-party sites or for other business purposes without Pairwise’s prior permission; and

(e) You will ensure that You are aware of any laws that apply to You as a client or an expert/mentor, or in relation to any other way(s) that You use the Platform.

4.2 You must not use the Platform for any illegal or unlawful purpose or in such a manner as to cause loss or damage, including reputational damage, to Pairwise, its directors, employees or contractors. Your use of the Platform must not, in any way whatsoever, be potentially or actually harmful to Pairwise or any other person. “Harm” includes, but is not limited to, economic loss that will or may be suffered by Pairwise. Without limiting any provision of this Agreement, any information You supply to Pairwise must be up to date and kept up to date and must not:

(a) be false, inaccurate or misleading or deceptive;

(b) be fraudulent or involve illegal conduct;

(c) infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;

(d) violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices/fair trading laws);

(e) be defamatory, libellous, threatening or harassing;

(f) be obscene or contain any material that, in Pairwise’s sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;

(g) contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information.

4.3 You grant to Pairwise an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted on the Platform for the purpose of including that material and information on the Platform and as otherwise may be required to provide the Pairwise Service, for the general promotion of the Pairwise Service and as permitted by this Agreement.

5. THIRD-PARTY SERVICES

5.1 Pairwise may from time to time include on the Platform promotions for and links to services offered by third parties (“Third-party Services”). These Third-party Services are not provided by Pairwise.

5.2 Third-party Services are offered to You pursuant to terms and conditions offered by the third-party. Third-party Services may be promoted on the Platform as a convenience to our Users who may find the Third-party Services of interest or of use.

5.3 If You engage with any Third-party Service provider, Your Agreement will be directly between You and that Third-party Service provider.

5.4 Pairwise makes no representation or warranty as to the Third-party Services.

6. IDENTITY VERIFICATION & REVIEWS

6.1 Pairwise may include tools to help Pairwise Users verify the identity of other Platform Users (“Identity Verification Services”). These tools may include mobile phone verification technology, verification of payment information, a “Reviews” feature (allowing a User of the Pairwise Service to request other Users to post a reference on the Platform endorsing that User), and integration with social networking sites such as Facebook, Twitter and LinkedIn.

6.2 You agree that Identity Verification Services may not be accurate as they are dependent on User-supplied information, and that Pairwise makes no warranty as to the accuracy of the Identity Verification Services

6.3 The Pairwise Services Identity Verification Services may be modified at any time.

 

7. LIMITATION OF LIABILITY

7.1 Except for liability in relation to breach of any implied condition, warranty or guarantee, the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void (“Non-excludable Term”), to the extent permitted by law Pairwise specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between clients and experts/mentors.

7.2 Except for liability in relation to a breach of any non-excludable Term, to the extent permitted by law, Pairwise specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between You and any Third-party Service Provider who may be included from time to time on the Platform.

7.3 Except for liability in relation to a breach of any non-excludable Term, Pairwise’s liability to any User of this service is limited to the total amount of fees paid by that User to Pairwise during the twelve month period prior to any incident causing liability of Pairwise.

7.4 Pairwise’s liability to You for a breach of any non-excludable term (other than a non-excludable term that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.

8. DEFAULT IN TRANSACTIONS

8.1 If You, as an expert/mentor or client, fail to complete a transaction and do not have a lawful excuse for such failure, then in addition to Pairwise’s rights under this Agreement (including any Pairwise Policy) to suspend (temporarily or indefinitely) or terminate any User’s account, You may be in breach of Your obligations to both Pairwise and the expert/mentor or client with whom You are transacting.

9. PRIVACY

9.1 Pairwise’s Privacy Policy, which is available at https://www.Pairwise.co/privacy-policy, applies to all Users and forms part of this Agreement. Use of the Platform confirms that You consent to, and authorise, the collection, use and disclosure of Your personal information in accordance with Pairwise’s Privacy Policy.

9.2 Third-party Service providers will provide their service pursuant to their own Privacy Policy. Prior to acceptance of any service from a third-party You must review and agree to their terms of service including their privacy policy.

10. NO WARRANTY

10.1 Except for liability in relation to any Non-excludable Term, the Platform and Pairwise Service is provided on an “as is” basis, and without any warranty or condition, express or implied. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to extent allowed by law. This includes (but is not restricted to) loss or damage You might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, User’s breach of a service, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Platform, the Pairwise services, services delivered or any related products (including third-party material and advertisements on the Platform);

(c) costs incurred as a result of Your use of the Platform or the Pairwise services; and

(d) the services or operation in respect to hyperlinks which are provided for Your convenience.

10.2 In no event (including our own negligence) will we be liable for any economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings); loss of goodwill or reputation; special, indirect or consequential losses.

10.3 Nothing in this Agreement in any way limits or excludes our liability for negligence causing death or personal injury or for anything which may not legally be excluded or limited.

10.3 If You believe that You have a claim against us for any matter arising under the terms of this Agreement, You must give us a reasonable opportunity to assess and remedy the matter for which we are potentially liable before You incur any costs remedying the matter Yourself.

10.4 Our liability of any kind (including our own negligence) with respect to this Agreement for any one event or series of related events is limited to £100.

11. VARIATIONS TO THE AGREEMENT

11.1 Pairwise may vary this Agreement from time to time. Pairwise will notify You of variations by sending a message to Your User account, Your email address held on file, or by posting the information on the Pairwise website.

11.2 Except as stated in this Agreement, in a Policy, or as otherwise notified to You, all amended terms will automatically be effective 7 days after they are initially notified to You. Each time You use the Platform in any manner after the expiry of that 7-day period or such other notice period notified to You, You acknowledge any changes to the Agreement (including the Policies) and confirm Your Agreement to be bound by the Agreement as it may have been varied.

11.3 If You do not agree with any changes to this Agreement (or any of our Policies), You must terminate Your Pairwise account and stop using the Pairwise Services. Except as specifically described in or authorised by this Agreement, the terms of this Agreement and any Pairwise Policy cannot be amended except in writing signed by You and Pairwise.

12. NO AGENCY

12.1 No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular, You have no authority to bind Pairwise, its related entities or affiliates in any way whatsoever. Pairwise confirms that all Third-party Services that may be promoted on the Pairwise service are provided solely by such Third-party Service providers. To the extent permitted by law, Pairwise specifically disclaims all liability for any loss or damage incurred by You in any manner due to the performance or non-performance of such Third-party Service.

12.2 Without limiting 12.1, each expert/mentor is independent and no agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. Pairwise acts as a mere introducer of services and is neither the agent nor principal of the expert/mentor or the client.

13. INDEMNITY

13.1 You agree to indemnify, defend and hold harmless us and our officers, directors, employees, agents, information providers, partners, advertisers, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees, resulting from any violation of this Agreement or any activity related to Your User Account (including infringement of third parties’ intellectual property rights anywhere in the world or negligent or wrongful conduct) by You or any other person accessing the Platform using Your User Account.

14. NOTICES

14.1 Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to Pairwise’s contact address as displayed on the Platform, or to Pairwise Users’ contact address as provided at registration. Any notice shall be deemed given:

(a) if sent by email, 24 hours after email is sent, unless the client is notified that the email address is invalid or the email is undeliverable, and

(b) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside the United Kingdom. In this section, “Business Day” means a day on which banks are open for general business in London, other than a Saturday, Sunday or public holiday.

(c) Notices related to performance of any Third-party Service must be delivered to such Third-party as set out in Third-party Service Provider terms and conditions.

15. MEDIATION AND DISPUTE RESOLUTION

15.1 You must resolve disputes (including claims for returns or refunds) with other Pairwise Users directly. You acknowledge and agree that Pairwise may, in its absolute discretion, provide such of Your information as it decides is suitable to other parties involved in the dispute.

15.2 Pairwise has the right to hold any payment the subject of a dispute, until the dispute has been resolved.

15.3 If You have a complaint about the Pairwise Service please contact us at hello@pairwise.co

15.4 If Pairwise provides information of other Pairwise Users to You for the purposes of resolving disputes under this clause, You acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that You will indemnify Pairwise against any claims relating to any other use of information not permitted by this Agreement.

16. TERMINATION

16.1 Either party may terminate an account and this Agreement at any time for any reason.

16.2 Termination of Third-party Services are subject to Third-party Service provider terms and conditions.

16.4 Clauses 7, 10, 13 and 15 and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

17. GENERAL

17.1 This Agreement is governed by the laws of England and Wales. You and Pairwise submit to the exclusive jurisdiction of the courts of England and Wales. This means that a Pairwise User’s access to and use of the Platform and any dispute or claim arising out of or in connection with these terms will be governed by English law.

17.2 The provisions of this 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 enforceable.

17.3 This Agreement may be assigned or novated by Pairwise to a third-party without Your consent. In the event of an assignment or novation You will remain bound by this Agreement.

17.4 This Agreement sets out the entire understanding and Agreement between You and Pairwise with respect to its subject matter.

17.5 Nothing in this Agreement affects Your statutory rights. Advice about Your statutory rights is available from the local Citizens’ Advice Bureau or Trading Standards Office in the United Kingdom.

17.6 If a Pairwise User is a consumer and wishes to seek more information about online dispute resolution, this link to the website of the European Commission may be useful: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. Pairwise is not obliged to participate in any online dispute resolution.

 

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