WELCOME
Welcome to The Ragtrader. The following Terms of Service, which include the Site Policies, are a contractual agreement between you and The Ragtrader. The Terms of Service together with the Site Policies are collectively referred to as the "Agreement" and as the "Terms of Service." Certain defined terms used in this Agreement are available here. By visiting or using the services available from the domain and sub-domains of www.TheRagtrader.com (the "Site"), you are agreeing to be legally bound by the Agreement. We suggest that you consult the Terms of Service and any linked information regularly for updates. We reserve the right to revise the Terms of Service and any/all linked information from time to time in our sole discretion by updating this posting or any/all linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.
ABOUT THE RAGTRADER
The Ragtrader, wholly owned by The Ragtrader LLP (a limited liability partnership incorporated in England and Wales under registered number OC340251), makes the Site available as an online workplace where Clients for professional services ("Clients") and Providers of professional services ("Providers") locate and collaborate with each other and take advantage of the following services (collectively, the "Services"):
Marketplace Services. The Site is an online marketplace where:
(1) Clients post service requests and job descriptions ("Jobs") to receive proposals or conduct searches and locate, interview and hire Providers for Jobs; and
(2) Providers advertise their capabilities, respond to inquiries, submit proposals, get interviewed and get hired to provide their Services to Clients (collectively "Marketplace Services").
In providing the Marketplace Services, The Ragtrader does NOT source or deliver Jobs. The Ragtrader only provides the online workplace for Clients and Providers to find and contract with each other for Jobs.
MEMBER ELIGIBILITY
Our Services are available only to legal entities and individuals in business who can form legally binding contracts. To register for an Account with The Ragtrader and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. The Ragtrader reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.
YOUR ACCOUNT
To become a Member and use the Services available from the Site you must register for an "Account". You agree to provide true, accurate and complete information as prompted by the registration form, and to update such information to maintain its truth, accuracy and completeness. You cannot register for more than one Client Account and one Provider Account.
As a Member, you may add Users to your Account to act on your behalf in the roles you assign (each, a "Team Account"). You may also grant certain account administration privileges to one or more "Team Account Administrators". Only the Member who registered the Account and the Team Account Administrators can add Team Accounts to the Account.
Member represents, warrants, and agrees to grant access to the Account and any related Team Account only to Users authorised to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User that uses the Account, including Team Administrators, and any related Team Account. Any or all Team Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Account is suspended or terminated.
LEGAL RELATIONSHIPS
The Ragtrader Provides the Venue
The Ragtrader makes the Site available as an online marketplace and online workplace where Clients and Providers of professional services locate and connect with each other and take advantage of the Services. The Ragtrader is not involved in the dealing and contracting between Clients and Providers, or in the Providers' delivery of Provider Services to Clients. The Ragtrader has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Members, the ability of Providers to deliver Provider Services, the ability of Clients to pay for Provider Services, or that a Client or Provider can or will actually complete a transaction.
Performance of Member Contracts
Upon acceptance of a proposal, the Client agrees to purchase, and the Provider agrees to deliver, the Provider Services in accordance with the proposal, the Terms of Service, and any other contract uploaded to the Site by the parties (collectively, the "Member Contract"). You agree not to enter into any contractual provisions in conflict with the Terms of Service. Any provision of a Member Contract in conflict with the Terms of Service is void. The Client and Provider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Furthermore, the Client and Provider each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The Client and the Provider therefore agree that The Ragtrader has the right to take such actions with respect to the Member Contract, including without limitation suspension, termination, or such legal actions, as The Ragtrader in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
Jobs
By registering as a Member, you acknowledge and agree that whenever you use our Marketplace Services you locate, choose, connect with and hire or are hired directly by other Members of the Site to receive or deliver Jobs in accordance with the Terms of Service. The Ragtrader is not involved in the dealing or contracting between Clients and Providers for Jobs, or in the Providers' delivery of Jobs to Clients. The Ragtrader is not a party to any contract for any purchase and sale of Jobs or any other Provider Services on the Site. All rights and obligations for the purchase and sale of any Jobs are solely between Clients and Providers. Each Client and Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Jobs in accordance with the Terms of Service and any other terms, conditions, representations, or warranties associated with such dealings.
Relationship Between Clients and Providers
Each Client and Provider acknowledges and agrees that their relationship is that of independent contractors. The Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and nothing in the Terms of Service shall be deemed to create a partnership, joint venture, agency relationship or otherwise.
Taxes, Reporting and Legal Responsibilities
Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.
Directory of Providers
The Site contains a directory of Providers. The directory is populated with information from third party sources, from Providers themselves and from other Members. The Ragtrader provides this directory as a convenience and does not confirm or verify the information contained in it.
Third Party Content, Verification and Monitoring
The Ragtrader may make available, from time to time, to Members on the Site various Services provided by third parties to verify a Member's identity or credentials ("Verification Providers") or provide testing services ("Testing Providers"). The Ragtrader has no editorial control over such content. The Ragtrader is not responsible for and does not monitor content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information providers, Testing Providers, Members and Verification Providers, are those of the respective author(s) or distributor(s) and not of The Ragtrader. The Ragtrader neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorised The Ragtrader employees acting in their official capacities. The Ragtrader does not confirm or verify if a Provider claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.
Links
This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource or Provider. These services are owned and operated by the third party Providers and their licensors. You acknowledge and agree that The Ragtrader is not responsible or liable for:
(i) the availability or accuracy of such sites or resources; or
(ii) the content, advertising, or products on or available from such Sites or resources.
The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.
No Agency
The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and The Ragtrader, except and solely to the extent expressly stated.
Access and Interference
You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:
(a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
(b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of The Ragtrader and the appropriate third party, as applicable;
(c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or
(d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.
Data
You are responsible for creation, storage, and backup of your business records. The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating any responsibility on The Ragtrader's part to store, backup, retain, or grant access to any information or data for any period.
WARRANTY DISCLAIMER
THE SERVICES PROVIDED BY THE RAGTRADER OR ANY OF OUR LICENSORS OR PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE RAGTRADER OR ANY OF OUR LICENSORS OR PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE RAGTRADER'S LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER HEAD OF LIABILITY, EXCEED IN THE GREATER OF: (A) £100 OR (B) THE AGGREGATE AMOUNT OF ANY SERVICE CHARGES ACTUALLY COLLECTED BY THE RAGTRADER FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
RELEASE
If you have a dispute with another Member, you hereby release The Ragtrader (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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 dispute.
INDEMNITY
You agree to defend, hold harmless and indemnify The Ragtrader from and against any and all losses, costs, expenses, damages or other liabilities incurred by The Ragtrader from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against The Ragtrader:
(a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or
(b) resulting from:
(i) your use of the Site
(ii) your decision to supply credit information via the Site, including personal financial information;
(iii) your decision to submit postings and accept offers from other Members;
(iv) any breach of contract or other claims made by Members with which you conducted business through the Site;
(v) your breach of any provision of this Agreement;
(vi) any liability arising from the tax treatment of payments or any portion thereof;
(vii) any negligent or intentional wrongdoing by any Member;
(viii) any act or omission of yours with respect to the payment of fees to any Provider;
(ix) your dispute of or failure to pay any invoice or any other payment; and/or
(x) your obligations to a Provider.
Any such indemnification shall be conditioned on our:
(a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof;
(b) cooperating with you in the defence or settlement thereof; and
(c) allowing you to control such defence or settlement.
We shall be entitled to participate in such defence through our own counsel at our own cost and expense.
We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
PASSWORD AND USE OF ACCOUNT
When a Member registers an Account, the Member will be asked to choose a Sign In name and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial Sign In name and password for any Team Account that is added (and can change the Sign In name and password for any Team Account at any time).
You must safeguard and you are entirely responsible for maintaining the confidentiality of your password. In addition, if you are a Member or Team Account Administrator, you must maintain the confidentiality of all your related Team Account passwords. You agree not to
(a) use any Account, Team Account, Sign In name, or password of another User of the Site that you are not authorised to use or
(b) authorise others who are not authorised to do so to use the Account or any related Team Account at any time.
You agree to notify us immediately if you suspect any unauthorised use of the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account. You are solely responsible for and we may rely on any use of the Site with your Sign In name and password as authorised by you. In addition, if you are a Member, we may rely on any use of the Site with the Sign In name of any Team Account added by an Account Administrator.
INTELLECTUAL PROPERTY
License and Site Access
Subject to and conditioned on compliance with the Terms of Service, The Ragtrader grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Services available and authorised from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of The Ragtrader or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by The Ragtrader.
Reservation of Rights; Limited Licenses
The Ragtrader and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Ragtrader logo and name are trademarks of The Ragtrader, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in the Terms of Service confers any license under any of The Ragtrader's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.
CUSTOMER SERVICE
If you have any questions, suggestions, reports of problems or complaints regarding any The Ragtrader Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, please contact Customer Service.
NOTICES AND COMMUNICATIONS
Unless you otherwise indicated in writing to Customer Service, The Ragtrader will communicate with you by email or by posting communications on this Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when The Ragtrader sends it to the email address you have provided to The Ragtrader on this Site, or when The Ragtrader posts such communication on this Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from The Ragtrader regarding violation, dispute or complaint within two business days, The Ragtrader will have the right to terminate or suspend your Job or your Account.
All notices to The Ragtrader intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
The Ragtrader LLP
Mayfair House
14-18 Heddon Street
London
W1B 4DA
United Kingdom
Attn: Mr S Young
Such notices to The Ragtrader are deemed effective upon receipt.
TERMINATION AND SUSPENSION
This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by The Ragtrader or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party. In such event:
(a) The Ragtrader shall continue to perform those Services necessary to complete any open transaction between you and another Member; and
(b) you shall continue to be obligated to pay The Ragtrader and any Providers for any Services for which you have hired such Providers in order to complete any such transactions.
Any termination of an Account will automatically lead to the termination of all related Team Accounts and The Ragtrader has the right to terminate any Account and any Team Account in any case in which The Ragtrader has the right to terminate any related Team Account.
Without limiting The Ragtrader's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Services to you if:
(a) you breach any terms and conditions of the Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site;
(b) we are unable to verify or authenticate any information you provide to us; or
(c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for The Ragtrader or are contrary to the interests of the Site or The Ragtrader user community.
Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.
Without limiting The Ragtrader's other remedies, to the extent you engage in actions or activities which circumvent The Ragtrader Site or otherwise reduce any fees owed to The Ragtrader under the Terms of Service, you will pay The Ragtrader for any/all fees owed to The Ragtrader and reimburse The Ragtrader for all losses and costs (including any and all The Ragtrader employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
When your membership is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals.
NOTIFICATION OF THE RAGTRADER MEMBERS
You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IN THE EVENT THE RAGTRADER SUSPENDS OR TERMINATES YOUR REGISTRATION, THE RAGTRADER SHALL HAVE THE RIGHT BUT NOT THE OBLIGATION TO
(a) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND
(b) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
CERTAIN DEFINED TERMS
As used throughout the Agreement:
"Account" means The Ragtrader Account you open when you register to become a Member and use the Services, and all Team Accounts added to that Account.
"The Ragtrader Services" and/or "The Services" means any of the above Services that are delivered by The Ragtrader.
"Client" means a Member that investigates and purchases Provider Services.
"Member" means a person or legal entity that registers for an Account.
"Provider" means a Member that offers and delivers Provider Services.
"Provider Services" means all Jobs and any other Services delivered by Providers.
"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Member or User.
"you" means a Visitor or Member accessing the Site or using the Services on his or her own behalf; or, if the Services are used on behalf of a Member, "you" means the Member for which the Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).
GENERAL
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. The Ragtrader will not be considered to have modified or waived any of our rights or remedies under the Terms of Service unless the modification or waiver is in writing and signed by an authorised representative of The Ragtrader. No delay or omission by The Ragtrader in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of the Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Service to anyone without the express written permission of The Ragtrader, and any attempt to do so will be null and void. The Ragtrader may assign this Agreement in its discretion.
Except for the payment of any fees to The Ragtrader, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and The Ragtrader with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.
SITE POLICIES
The Agreement hereby incorporates all terms and conditions, rules, policies, and guidelines on the Site, including:
Registration Information
Safeguarding Your Password
Posting Information or Content
User Obligations
Communication
Providing Services
User Restrictions
Membership Fees
Enforcement of Site Policies
Severability
Contacting Customer Service
REGISTRATION INFORMATION
You agree to provide true, accurate and complete information as prompted by the Registration form, and to update this information to maintain its truthfulness, accuracy and completeness. The Ragtrader may suspend or terminate your Account if information you provide is not complete or accurate.
SAFEGUARDING YOUR PASSWORD
You agree to safeguard the User ID and password you use to access this Site. You authorise us to assume that any person using the Site with your User ID and password either is you or is authorised to act for you. Further, your The Ragtrader Account (including feedback) and User ID may not be transferred or sold to another party.
POSTING INFORMATION OR CONTENT
You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Services, providing a proposal for a posted Job, posting your profile and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Clients, Providers, The Ragtrader or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Clients, Providers, The Ragtrader or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to The Ragtrader Site. The Ragtrader is not responsible for and does not monitor or censor content for accuracy or reliability. The Ragtrader reserves the right to remove or restrict access to any information, content or Job posted or made available on the Site in its sole discretion, or if ordered to do so by a competent legal authority, or if The Ragtrader considers such information or content to be in violation of the Terms of Service. You agree NOT to do any of the following on the Site:
• Post any Job, submit any proposal, or otherwise use The Ragtrader to transmit any content or conduct any transaction that would violate any applicable law or regulation in the UK and any other country.
• Post any Jobs that are fake, posted without the intention to hire or complete the Job or posted only to receive pricing information.
• Post any Jobs that offer commission or equity compensation.
• Post any Jobs that request free Services.
• Post any Job, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
• Post any Job, proposal, deliverable or transmit any content related to or containing any adult or sexually explicit material.
• Post Jobs related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
• Post advertisements, solicitations or offers of full-time employment.
• Post false or misleading information about a product, service or service request.
• Post logos, seals or slogans from third parties on the Site unless such material is provided by The Ragtrader or a The Ragtrader partner, or you have received express written permission from The Ragtrader to display such third-party logo, seal or slogan.
• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
• Post or transmit unprofessional or offensive comments about a User, Member, Provider, Client, The Ragtrader or any third party.
• Post any Job, submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work; for example by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
• Suggest or solicit another User to contact you directly in order to buy or sell Services outside of The Ragtrader.
• Access, tamper with or use non-public or non-authorised areas of the Site. Unauthorised individuals attempting to access these areas of the Site may be subject to prosecution.
• Tamper with postings of other Users, Members or The Ragtrader.
• Solicit or gather any User's or Member's information available from the Site, such as other Usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
• Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
• Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from The Ragtrader.
• Post or introduce software on the Site that:
(i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms");
(ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorised number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices);
(iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or
(iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
• Post Jobs that violate the Terms and Conditions of other companies.
• Frame or link to the Site except as permitted in writing by The Ragtrader.
• Impersonate or misrepresent your affiliation with any person or entity.
• Require or request that a Provider deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
• Repeat any action after you receive warning or request to desist from The Ragtrader, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from The Ragtrader regarding violation, dispute or complaint within two business days.
• Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
• Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from The Ragtrader.
• Select a Client or hire a Provider on the basis of religion, sex or race.
• Violate a request by The Ragtrader to not post Jobs deemed by The Ragtrader in its sole discretion to be contrary to the interests of the Site or The Ragtrader User community.
• Violate any other policies stated on the Site.
Violation of these rules may result in suspension or termination of your Account, in addition to all other remedies available to The Ragtrader or other Users or Members. If you are aware of a potential violation, please contact Customer Service. In order to operate the Site, The Ragtrader must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials to publicly visible areas of the Site, you are granting, or warranting that the owner of such Content has expressly granted a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media or technology now known or later developed.
USER OBLIGATIONS
You agree to:
(a) abide by the Terms of Service and the processes and procedures described throughout the Site;
(b) be financially responsible for your use of The Ragtrader and the purchase or delivery of Services; and
(c) perform your obligations and complete the transaction as specified by the terms of your Job or order, your proposal or your agreed business terms, whichever is more recent, unless such transaction is prohibited by law or by the Terms of Service.
Upon acceptance of a proposal, you agree to purchase the Services if you are a Client, or provide the Services if you are a Provider, in accordance with the terms agreed to by the parties, subject to any mutually agreed increase or decrease in Job scope. As a Client, you agree not to pay invoices unless they are originated through The Ragtrader. As a Client you also understand that you are not obligated to pay invoices unless they are originated through The Ragtrader. As a Provider, you agree to send Clients invoices only through The Ragtrader, and agree to use this system for all The Ragtrader-originated business, whether first-time, repeat or follow-on. You understand that for our purposes a Client is not obligated to pay invoices unless they are originated through The Ragtrader.
COMMUNICATION
The Ragtrader encourages open, complete and professional communication between Clients and Providers. Clients and Providers can use The Ragtrader, The Ragtrader private messages, as well as email, chat, and telephone to clarify Job descriptions, scope or any specific requirements. Open communication helps Providers develop relevant proposals and Clients make informed hiring decisions. You are required to use The Ragtrader to manage Jobs and are required to use The Ragtrader private messages to maintain an electronic record of all written communication including clarifications and agreements around scope, deliverables, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. Also, transcribe relevant emails, instant messages, telephone or in-person conversations between the Client and the Provider in a private message to maintain a record of what is agreed. In the event of a dispute, all written communication on The Ragtrader, including Job posting, proposals, business terms and private message communication will serve as the record for resolution of the dispute.
• Please note: The Ragtrader provides the private messages and profile CONTACT INFORMATION section for you to enter your email address, telephone number and instant message IDs. You may not enter your contact information in your proposal comments, Job descriptions or other sections of your profile outside of the CONTACT INFORMATION section.
PROVIDING SERVICES
If you wish to provide Services through The Ragtrader, you must complete the Provider registration process and select an appropriate membership program. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. The Ragtrader considers true and accurate location only the primary place from which your Services are rendered. Misleading information about your location, including, but not limited to, using a satellite location in another country, is not allowed on The Ragtrader. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. The Ragtrader can suspend or terminate your Account upon the discovery that any information you provided or posted is not complete or accurate, or as a result of other violations of the Terms of Service.
Proposal Guidelines
You agree to utilise the following bid proposal guidelines:
• Provide proposals only for Jobs that you are a good fit for and you can complete within the Client's time frames.
• Help the Client clarify his or her needs and fully develop the Job scope and deliverables.
• Write a specific, detailed proposal with clear scope, deliverables and milestones.
• Set expectations that you can meet or exceed.
• Specify payment terms that tie to the completion of milestones.
• Specify how change orders will be handled.
• Specify how warranty work will be handled.
When submitting your proposal you agree to:
• Submit an accurate proposal reflecting your understanding of the scope of the Job and the amount of time/effort you plan to commit in order to provide high Client satisfaction.
• Submit a new proposal when needed to reflect any changes to price, delivery date or approach, prior to the end of the proposal period.
• Not submit unreasonably low proposal prices or test proposals. If you do not have sufficient information about the Job, post a message through the "ask the Client" feature and request more information, indicating your assumptions regarding the Job scope in your proposal and making explicit that you will update the proposal once you receive more information, or do not submit a proposal on the Job.
• Not submit proposals that are made with the intent to commit fraud. Doing so will result in immediate termination of your membership.
• Not submit boilerplate, placeholder or generic proposals.
• Not offer your Services in exchange for good feedback or for free.
• Respond promptly, within one business day, to private messages from the Client.
• Respond promptly, within one business day, to any inquiry from Customer Service.
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Violation of these guidelines may result in suspension or termination of the Job or of your Account. If you are aware of a potential violation, please contact Customer Service.
Job Fulfilment Guidelines
You agree to utilise the following Job fulfilment guidelines:
• Once you have hired for a Job, use The Ragtrader to manage the Job and The Ragtrader private messages to maintain an electronic record of all written communication between you and the Client around scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, vacation, availability, delays, acceptance of deliverables and completion of milestones. Also, transcribe relevant emails, instant messages, telephone or in-person conversations between you and the Client in a private message to maintain a record of what is agreed. In the event of a dispute, all written communication on The Ragtrader, including Job post, proposals, business terms, and private message communication will serve as the statement of record.
• Inform the Client of your office hours and committed response time.
• Inform the Client if a committed deliverable will be missed, offering an explanation and proposing a revised date.
• Inform the Client if you will be unavailable for more than one business day.
• If you are unable to complete the Job, alert Customer Service so that The Ragtrader is aware of the situation and can offer assistance to the Client.
• Respond promptly, within 1 business day, to all Job-related communication, whether from the Client or from The Ragtrader.
• After the Job is completed, leave objective, balanced ratings and feedback.
Violation of these guidelines may result in suspension or termination of the Job or of your Account. If you are aware of a potential violation, please contact Customer Service.
USER RESTRICTIONS
Clients agree that they will not contact or engage Providers outside of the Site for a period of 1 year from the last Job undertaken by the Provider for the Client.
Providers agree that they will not approach Clients or engage in work for any Client outside of the Site for a period of 1 year from their last Job for the Client. Furthermore Providers agree that they will not upload to their Site profile or any other website work they have done for Clients for a period of at least 18 months from completion of said work.
MEMBERSHIP FEES
By accepting a membership to the Site and by accessing the content of the Site you agree to pay the charges set forth in the RATE CARD (Pricing & Fees) (as from time to time amended subject to prior notification by Us) and agree to the following terms and conditions:
Upon registering for Site Membership, you will be asked to choose a Membership option. If your Membership option includes a one-time registration fee, this fee plus the first month's fee will be payable prior to your Membership being authorised by Us. Payment for all services through the Site is made either to Us directly upon presentation of Our invoice or alternatively through through PayPal. Payments due under an invoice will be subject to any additional terms and conditions agreed; payments made through PayPal are subject also to the PayPal terms and conditions in force at the relevant time.
Upon successful payment of any registration fee and the first months' fee, your Membership account will be open for use according to the Membership option you have selected. Certain Membership options have a minimum Membership period of 1 year; this is stated in the Membership description.
Your monthly Membership fee will be payable each month that your Membership remains active.
In addition to Membership fees, you may incur additional fees in respect of additional services available under your Membership option. We will calculate any further fees due to us in respect of these additional services.
We invoice on a monthly basis and your invoice will include your monthly Membership fee and any additional services and/or fees due for the invoice period. Invoices are payable within 30 days of issue and if payment is not received we reserve the right to suspend or cancel your Membership.
TO CANCEL YOUR MEMBERSHIP YOU MUST NOTIFY US OF YOUR CANCELLATION BY E-MAIL, TELEPHONE, OR BY POST AT LEAST FIVE (5) DAYS BEFORE THE EXPIRATION DATE OF YOUR THEN CURRENT MEMBERSHIP TERM.
All cancellations received by Us will be effective upon receipt.
You hereby acknowledge and agree that if you cancel your monthly membership, or if your monthly membership is cancelled by Us, your password will be removed from the system at the end of the then current monthly membership period and that you will be entitled to receive the full benefits of your monthly membership until the end of such period. You shall not be entitled to any pro-rated or partial refund if you cancel your monthly membership before the end of the then current monthly membership period for any reason.
You agree that if you cancel at any time after purchasing a monthly membership to the Site, you will still be charged the full month's membership fee, and if you purchase an annual membership, you will still be charged (and remain liable for) for the remaining months' membership charges.
You agree to be personally liable for all charges made by you in relation to the use of the Site or any goods or services purchased in relationship thereto, regardless of whether such charges were incurred directly by you or by one or more persons acting on your behalf, under your instruction, as your agent or your representative, regardless of whether such actions on your behalf were authorised actions in accordance with this Agreement or not.
Your liability for such charges shall continue after termination of Your membership.
ENFORCEMENT OF TERMS OF SERVICE
We may suspend or cancel your Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service, or violated our rights or those of another party. Without limiting The Ragtrader's other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if:
(a) you breach any terms and conditions of the Terms of Service and the other written policies and procedures posted on the Site;
(b) we are unable to verify or authenticate any information you provide to us; or
(c) we believe that your actions may cause legal liability for you, our Users or for The Ragtrader.
Once suspended or terminated, you may not continue to use The Ragtrader service under a different Account or re-register under a new Account. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Member engages in actions or activities which circumvent the Site or otherwise reduces service fees owed The Ragtrader under the Terms of Service, that User or Member will be liable to The Ragtrader for the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of The Ragtrader membership. The Ragtrader reserves the right to terminate any User or Job for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be cancelled if the law requires such notification. When your membership is cancelled, you may no longer have access to data, messages, files and other material you keep on the Site.
SEVERABILITY
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
CONTACTING CUSTOMER SERVICE
If you wish to report a violation of Site Policies, have any questions or need assistance, please contact The Ragtrader Customer Service as follows:
Email: info@theragtrader.com