In this User Agreement, the following words and expressions have the following meanings:

‘Agreement’	this User Agreement and all documents incorporated by reference into this User Agreement, which includes Smarterwork’s Privacy Policy, Moderation Procedure and Payment Guide and are all incorporated by reference as if fully set out herein.
‘Affiliate’	any officer, director, shareholder, employee, agent, representative or subsidiary of Smarterwork; or any officer, director, shareholder, employee, agent or representative of any Smarterwork subsidiary;
‘Content’	all content provided by the User in connection with the Service or otherwise, via the Smarterwork Website, including content stored in the “My Office” area;
‘Client’	a User requesting to buy business services via the Service;
‘Expert’ / 'Service Provider'	a User offering to provide its expertise via the Service and who have either passed an exam or met the relevant requirements imposed by Smarterwork and consequently permitted to the Service by Smarterwork;
‘Smarterwork’	Smarterwork.com Limited with registered in the United Kingdom.
‘Smarterwork Mail’	the internal message system of Smarterwork, put at the disposal of registered Users, exclusively for the use in connection with the Service and/or e-mail sent by Smarterwork to a User at its registered e-mail address;
‘Smarterwork Website’	the website of Smarterwork, available at http://www.Smarterwork.com, or other top level domains with the same second level domain (e.g. Smarterwork.fr, Smarterwork.de, etc.);
‘Project’	the services to be delivered to a Client and being performed by an Expert;
‘User’	a user who has agreed upon this User Agreement and is permitted by Smarterwork to use the Service;
‘User Data’	any information provided to Smarterwork by a User in the registration, bidding or listing process, in any public message area or through any email feature.
‘Service’	the online marketplace and other additional services offered by Smarterwork via the Smarterwork Website or by other means, including, but not limited to, a marketplace, various communication and collaborative tools and an invoicing and payment system.

The Service is available to both physical and legal persons, for purposes within their trade, business or profession, who can form legally binding contracts under applicable law. The Service is not available to:

	consumers or persons using the Service for purposes outside their trade, business or profession;
	minors;
	temporarily or indefinitely suspended Users.
	Smarterwork does not verify the age or professional/business status of its Users and cannot be held liable in any way for the execution of a contract through the Service by minors or consumers. Smarterwork shall at all times be entitled to suspend minors or consumers from the Service.

The Smarterwork Website acts as a mere business-to-business venue for Users to list Projects (or, as appropriate, solicit offers to perform Projects) or to bid on Projects. Unless stated otherwise in this Agreement or in a separate agreement between Smarterwork and the User, Smarterwork is not involved in the actual completion or execution of the Project. Therefore, Smarterwork has and shall have no control over the quality, accuracy, suitability or legality of the listed and performed Projects and the suitability and ability of Experts to perform Projects. Smarterwork shall take no part in the execution of any agreement between the Client and Expert in relation to the Project or any other work and does not ensure in any way that a transaction between a Client and an Expert will actually be completed.

The User and Smarterwork are independent contractors. This User Agreement nor any agreement concluded in the framework of the Service does not intend to and shall in no way create an agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between the User and Smarterwork or between any party using the Service. The Service is not intended to create an employment relationship between the Client and the Expert.

The Expert acknowledges and accepts the fees charged by Smarterwork for the use of the Service. The applicable fees/commission rates are published on the Payment Guide of the Service. Please note that Smarterwork does currently not charge a commission for projects in the legal and tax categories. However, Smarterwork reserves the right in the future to charge an administrative fee in such categories for the payment processing and other services rendered by Smarterwork. The User acknowledges and accepts that payments are carried out through Smarterwork’s payment system. No interest is paid on monies held in the holding/escrow account that forms part of the payment system and there is no account segregation. Please see the Payment Guide for more information.

Where the Client ant the Expert find each other through the Smarterwork Website, but then perform and complete the Project outside the Service, the User acknowledges and accepts to inform us of the Project and its value and the Expert agrees to pay the same standard commission as normally charged by Smarterwork for the use of its Service.

The User is responsible for

(a) the proper payment of all taxes, including sales, excise and value added taxes, which may be levied in connection with the use of the Service, and
(b) the timely and accurate filing of any tax reports or information statements that may be required under applicable law with respect to sums paid or received in connection with the Service and/or the completion of a Project, including Form 1099-Misc reporting in the United States.

In consideration of the use of the Service, the User agrees, represents and warrants:

a) to provide true, accurate, current, complete and non-misleading information as prompted by the Service’s registration form or as otherwise supplied to Smarterwork by the User;
b) not to violate any law, rule, statute, ordinance, regulation or orders of federal, local, national or international law;
c) not to manipulate the Service in any way, including without limitation manipulation of bids/quotes for Projects and quality ratings and deliberate use of secondary registrations;
d) not to upload, post, e-mail or otherwise transmit any Content that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights of publicity or privacy;
e) not to upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
f) not to upload, post, e-mail or otherwise transmit any Content whereby the User does not have the right to transmit under any law, or contractual or fiduciary relationships;
g) not to upload, post, e-mail or otherwise transmit Content which contains any viruses or other computer programming routines that may damage, or detrimentally interfere with the Service or otherwise seek to interfere with or disrupt the Service;
h) that the User is responsible for protecting and maintaining that its username and password are at all times secure from unauthorised use and that the User shall notify Smarterwork as soon as the User becomes aware of any unauthorised use of its username and password, and in such circumstances, the User shall not hold Smarterwork liable for any losses arising as a result of such breach or unauthorised use;
i) that the Service and any software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by Smarterwork or its advertisers, the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or such software, in whole or in part.
j) the User grants to Smarterwork a non-exclusive, royalty free, worldwide licence (including the right to sub-license) to publish any information (including the User Data) or Content that User posts on the Smarterwork Website or supplies to Smarterwork.

Without limiting the above, in respect of the following services provided via Smarterwork: (i) Legal Services, (ii) Tax Services and (iii) Business Consulting Services, any Expert qualified in any of these categories expressly agrees, represents and warrants that when providing their services via Smarterwork, the Expert shall at all times fully comply with all relevant professional codes of conduct, including any rules or regulations, governing the manner in which it as an Expert is allowed to conduct its business, to practice or to operate, (e.g. confidentiality obligations, independence, conflict of interest, provide written retainer agreement etc.); and the Expert shall indemnify Smarterwork for all losses arising as a result of a breach of the foregoing.

The User acknowledges and explicitly agrees that the Service is provided “AS-IS” and “AS-AVAILABLE”. Smarterwork accepts no liability for any difficulty that the User has in accessing or using the Smarterwork website or the Service. Should Smarterwork experience technical difficulties, Smarterwork is not responsible for orders that are not processed or accepted. Smarterwork will use good faith efforts in the provision of the Service but Smarterwork assumes no responsibility, and shall bear no liability, for the result or outcome of the Service, its timeliness, wrong delivery or failure to store any User communications or other Content, and disruptions in the Service.

The User acknowledges that Smarterwork does not pre-screen Content nor is it obliged to do so, nor is it obligated to correct any errors or omissions in any Content. that Smarterwork does not guarantee the anonymity of the User towards other Users when using the Service and Smarterwork will have no responsibility if such identifying details are disclosed. Smarterwork has access to all Content on the Smarterwork Website (including, without limitation, those filed in the “My Office” area) for its own administrative, operational and technical purposes. Smarterwork shall have the right (but not the obligation), in their sole discretion to refuse, to move or to remove any Content that is available in connection with the Service, to cancel Projects, remove listed items or re-offer items that were previously withdrawn. Smarterwork reserves the right to delete user comments that are considered to be in bad taste, third-party advertisements or potentially libellous, at Smarterwork’s sole discretion, undiminished the provisions of Article 9 (Termination, Survival). Smarterwork may in its sole discretion store or destroy all or any records whatsoever filed in the “My Office” area of the Smarterwork Website following termination of this Agreement or if your username and password has not been used for 6 months. For the foregoing reasons, Users have responsibility for making and storing separate copies of any messages, bids, Project information, Project work product, or any other data or Content for their own records.

Smarterwork does not warrant the eligibility of the User to use the Service nor that the Experts have the expertise claimed. It is the Client’s responsibility to verify such claimed expertise. Neither does Smarterwork warrant the quality or solvency or credit-worthiness of the Clients nor accept in any way any liability relating to the performance of any work by the Expert or the payment of any sums to the Expert by the Client.

Smarterwork AND ITS AFFILIATES (AS DEFINED IN ARTICLE 1) MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO BY USE OF OR THROUGH THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Smarterwork AND ITS AFFILIATES DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH REGARD TO THE Smarterwork WEBSITE, THE SERVICE OR THE PROJECTS OFFERED BY THE CLIENTS AND/OR PERFORMED BY THE EXPERTS. Smarterwork AND ITS AFFILIATES MAKE NO WARRANTY THAT THE SERVICE OR ANY PROJECTS WILL MEET USER’S REQUIREMENTS, OR THAT THE SERVICE OR ANY PROJECTS WILL BE UNINTERRUPTED, TIMELY, SECURE, EFFECTIVE, RELIABLE OR ERROR FREE. THIS DISCLAIMER AND EXCLUSION OF LIABILITY INCLUDES ANY REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

Smarterwork AND ITS AFFILIATES DOES NOT WARRANT AND GIVES NO OPINION AS TO WHETHER THERE WILL BE AN EMPLOYMENT RELATIONSHIP BETWEEN ANY CLIENT AND ANY EXPERT AND IT GIVES NO WARRANTY OR OPINION WHETHER ANY EMPLOYMENT OR SIMILAR LEGISLATION WILL APPLY.

To the maximum extent permitted by applicable law the User agrees to indemnify, defend and hold harmless Smarterwork and its Affiliates from and against all claims, demands, causes of action, suits, proceedings, losses, damages, liabilities, settlements, penalties, fines costs or expenses (including, without limitation, attorney’s fees and litigation or arbitration expenses) of every kind and nature, including, but not limited to, infringements of intellectual property or other third party rights, non-payment of any applicable taxes, and liability of every kind and nature incurred by Smarterwork as a result of the employment by the Client of the Expert, resulting from or related to the use of the Service and which are related to the User’s account, or any other person using the User’s account.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT PREJUDICE TO THE DISCLAIMERS AND EXCLUSIONS OF LIABILITY SET OUT IN THE USER AGREEMENT OR OTHERWISE AGREED WITH Smarterwork, IN NO EVENT WILL Smarterwork OR ITS AFFILIATES BE LIABLE TO ANY USERS OR ANY OTHER PARTIES FOR ANY DAMAGES, WHETHER SPECIAL, INCIDENTAL OR INDIRECT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE AGGREGATE LIABILITY OF Smarterwork OR ITS AFFILIATES FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, INTELLECTUAL PROPERTY OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND SHALL NOT EXCEED, THE AMOUNT PAID BY THE USERS TO Smarterwork WITH REGARD TO THE TRANSACTION GIVING RISE TO THE CLAIM. USER HEREBY RELEASES Smarterwork AND ITS AFFILIATES FROM ANY CLAIMS, LOSSES OR LIABILITIES IN EXCESS OF THIS LIMITATION.

Smarterwork may immediately terminate this Agreement or prohibit or suspend access to the Smarterwork Website and any and all current or future use of the Service, without any liability, if: (a) the User does not comply with the provisions of this Agreement, (b) the User fails to promptly pay any fees or charges due under this Agreement, (c) Smarterwork determines, in the exercise of its reasonable, good faith judgment, that User’s use of the Service is potentially illegal or harmful to Smarterwork, its Affiliates or any other Person, or could subject Smarterwork or its Affiliates to liability or additional expense, or could threaten, impair or cause Smarterwork to lose (wholly or partially) the services of suppliers, (d) in the case of an Expert, the Expert does not meet (as determined in Smarterwork’s sole discretion) the quality or customer service standards that Smarterwork expects from persons it permits to use the Service in the capacity as an expert, including, by way of illustration but without limitation, by obtaining a feedback rating that is unacceptably low, as determined in the sole discretion of Smarterwork, (e) a User does not cooperate in the Moderation Procedure or in any arbitration proceeding initiated hereunder, or a User does not abide by the decision of the moderator or the arbitrator, as the case may be, and (f) Smarterwork decides, in its sole discretion, to terminate the Service.

The User may terminate this Agreement for any reason in its sole discretion upon giving notice of termination to Smarterwork.

The following provisions shall survive termination of this Agreement: all warranties and representations of the User and Smarterwork; all indemnification provisions; all monetary and payment obligations created hereunder that are incurred prior to termination; Article 1 (Definitions and Interpretation); Article 3 (Object, Performance of Projects, Independent Contractors); Article 6 (Rights of Smarterwork; Disclaimers); Article 7 (Indemnification; Release); Article 8 (Limitation of Liability); Article 11 (Dispute Settlement; Jurisdiction, Venue and Governing Law); and Article 12 (General Provisions).

Smarterwork is authorised to amend this User Agreement and other documents included by reference, namely Smarterwork’s Privacy Policy, Moderation Rules and Payment Guide, at any time by posting the amended terms on the Smarterwork Website. All Users will receive notification through Smarterwork Mail. Except as stated otherwise in this User Agreement, all amendments to this User Agreement shall automatically be effective 7 days after they are initially posted on the Smarterwork Website and/or 7 days after the amendments have been sent to the Users via Smarterwork Mail. This User Agreement may not be otherwise amended, except in writing, duly signed by the User and Smarterwork.

Any Dispute between the Client and Expert that relates to matters described in the Moderation Rules and that arises prior to final payment of the Expert in accordance with the Payment System shall be settled under the Moderation Rules in accordance with the rules set forth therein , by one moderator appointed in accordance with those rules. The place of moderation shall be London, the United Kingdom, the moderation shall be conducted online, and the language of the proceedings shall be English. In the event the moderator determines that it is appropriate to apply any legal principles to the moderation, the moderator shall apply the laws of England and Wales. The decision of the moderator shall be final, binding and non-appeal able upon the parties. Client and Expert further agree that any separate contract or agreement concluded between them in relation to any Project shall include a provision submitting to the Moderation Rules for the resolution of any Dispute between them that falls within the class of disputes covered by the Moderation Rules. This User Agreement does not exclude the jurisdiction of any professional regulatory organization or other type of body, which would have authority to hear any dispute arising between a particular Client and Expert.

Any Dispute between Smarterwork and a User arising out of or relating to this Agreement whether such dispute is in contract, tort, or otherwise, shall be submitted to binding arbitration administered by London Court of International Arbitration. The arbitration will be conducted in London, the United Kingdom, in accordance with the rules of London Court of International Arbitration then in effect ( the “Arbitration Rules“), by a single arbitrator who shall be selected in accordance with the Arbitration Rules. The language to be used in the arbitral proceedings shall be English. The arbitrator shall have no authority to award any damages that are prohibited or limited by Article 8 of this Agreement. The arbitrator's award shall be final and binding on the parties and non-appeal able. Judgment on the arbitrator’s award may be entered by any London Court.

The User and Smarterwork irrevocably consent to the exclusive jurisdiction and venue of the London Courts for the following purposes: (a) to provide any interim or provisional relief (including, without limitation, injunctive relief, a restraining order, or a protective order) that is necessary or appropriate to protect a party’s rights or property until the arbitration award is rendered or the matter is otherwise resolved; (b) to adjudicate any Dispute between Smarterwork and the User arising out of or relating to this Agreement or the Smarterwork Website that, for whatever reason, is not finally resolved by means of arbitration, and (c) to enforce, by entry of judgment, the decision of the moderator pursuant to the Moderation Procedure or the decision of the arbitrator pursuant to the foregoing arbitration clause.

The User and Smarterwork stipulate and agree that (i) a reasonable relationship exists between the transactions contemplated by this Agreement and the United Kingdom, and (ii) this Agreement is deemed to be made and performed in the United Kingdom. Smarterwork is an English corporation whose principal officers are located in the Greater London area, the United Kingdom. The servers upon which the Smarterwork Website resides are located in the United Kingdom and Smarterwork’s website administrator, customer service representatives and other employees involved in providing the Service and in maintaining the Smarterwork Website are located in the United Kingdom. The User hereby waives and forever relinquishes any objection it may have to the jurisdiction and venue of the London Courts, including, without limitation, any objection based on an inconvenient forum or based on conflict of law principles.

This Agreement shall be governed by the laws of England and Wales.

Third Party Rights. With the exception of Smarterwork’s Affiliates, this Agreement is not intended to confer upon any Persons other than the User and Smarterwork any rights or remedies hereunder.

Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

Non-waiver. The failure of either party hereto at any time or times to require performance of any term or provision of this Agreement shall in no manner affect that party’s right at a later time to enforce the same unless the same is waived in writing. No waiver by either party hereto of any term or provision or of any breach of this Agreement will be effective unless in writing, and no waiver of any one or more instances shall be deemed to be a further or continuing waiver of any such term, provision or breach in other instances or a waiver of any other term or provision of this Agreement.

Force Majeure. Smarterwork shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including, but not limited to, (i) acts of God (such as fires, storms, floods, tornados, hurricanes, tidal waves, earthquakes, etc.), (ii) acts of governmental authorities, (iii) civil disturbances, (iv) war, (v) terrorist activities, (vi) strikes, boycotts or other labour actions, (vii) disruption of telecommunications, power or other essential services, and (viii) interruption or termination of service by any ISPs being used by Smarterwork to link its servers to the Internet.

Claim Limitation Period. User agrees that, regardless of any statute or law to the contrary, any claim or dispute arising out of or relating to the Smarterwork Website, the Service or this Agreement, must be filed, if at all, within one (1) year after such claim or dispute arose or be forever barred.

Entire Agreement. This Agreement sets forth the entire understanding and agreement between User and Smarterwork with respect to the subject matter hereof, and there are no restrictions, promises, representations, warranties, covenants or undertakings between User and Smarterwork other than those expressly set forth or referred to herein.

Controlling Documents. In the event of any conflict between this Agreement and any other term, provision or condition relating to or connected with the Service that is contained on the Smarterwork Website, this Agreement shall be controlling. In the event of any conflict between the User Agreement and any document that is incorporated by reference into the User Agreement, the User Agreement shall be controlling.