Terms & Conditions

THE RAGTRADER SYSTEM TERMS & CONDITIONS

1. Definitions

1.1 In these Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:

"Account" means an account opened by a Member, in the case of a Commissioner to post Projects, and in the case of a Designer to post Fee Proposals;

"Applicable Laws" means all laws, regulations, orders, rules, guidance, directions, judgments, directives, industry agreements or determinations in force from time to time applicable to any Member or the Ragtrader;

"Business Day" means a day other than a Saturday, Sunday or a public holiday in England when the banks in London are open for business;

"Commissioner" means the holder of an Account who posts Projects on the Ragtrader System;

"Data" means any data posted by a Member on the Ragtrader System or accessed by a Member on the Ragtrader System;

"Data Controller" has the meaning set out in the Data Protection Act 1998;

"Data Processor" has the meaning set out in the Data Protection Act 1998;

"Data Protection Legislation" means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all Applicable Laws and regulations relating to the processing of Personal Data & privacy; including where applicable the guidance and codes of practice issued by the Information Commissioner;

"Design" means a design and any associated rough workings, forming part of a Fee Proposal, submitted by a Designer in response to a Project;

"Designer" means the holder of an Account who posts Fee Proposals in response to Projects on the Ragtrader System;

"Fee Proposal" means a proposal posted on the Ragtrader System by a Designer in response to a Project in accordance with clause 6;

"Member" means a Designer or a Commissioner;

"PayPal Linked Account" means a Member's PayPal account which is linked to the Member's Account for the purpose of settling fees incurred through use of the Ragtrader System;

"Personal Data" has the meaning set out in the Data Protection Act 1998;

"Project" means a project posted on the Ragtrader System by a Commissioner in order to obtain a Fee Proposal;

"Ragtrader" means The Ragtrader LLP (a limited liability partnership incorporated in England and Wales under registered number OC340251) whose registered office is at Barkat House, 116-118 Finchley Road London NW3 5HT;

"Ragtrader System" means the online workplace provided by the Ragtrader at [www.theragtrader.com]; and

"Terms and Conditions" means these terms and conditions (including any the Ragtrader policies or documents referred to in them).

1.2 In these Terms and Conditions, unless the context otherwise requires:

(a) words in the singular include the plural and vice versa

(b) a reference to a statute or statutory provision includes:

(i) any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978) made under it;

(ii) any repealed statute or statutory provision which it re-enacts (with or without modification); and

(iii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of these Terms and Conditions.

(c) a reference to any provision of these Terms and Conditions is to that provision as amended in accordance with these Terms and Conditions;

(d) an obligation to "indemnify":

(i) shall be an obligation to pay on a pound for pound basis a sum equal to all losses, claims, liabilities, damages and demands suffered and all costs and expenses (including, but not limited to, all legal costs and expenses) whether they be actual or contingent and whether the indemnified party or person(s) has discharged them or not reasonably and properly incurred by the indemnified party arising out of or in connection with or which are incidental to that circumstance;

(ii) shall include such additional amount as is necessary so as to ensure that the net receipt to the indemnified party shall be free from the effects of any deduction in relation to any taxation; and

(iii) is without prejudice to any other rights and remedies the indemnified party has under these Terms and Conditions;

2. The Ragtrader System

2.1 The Ragtrader System is owned and operated by the Ragtrader.

2.2 These Terms and Conditions set out the terms under which a Member may access and use the Ragtrader System.

2.3 Use of the Ragtrader System by any Member shall act as the agreement of the Member to these Terms & Conditions.

3. Member Accounts

3.1 All information provided as part of the registration process to open an Account on the Ragtrader System must be true, accurate and complete. Members must update such information to maintain its accuracy and completeness throughout the term of their membership. The Ragtrader reserves the right to verify any information provided by a Member.

3.2 A Member cannot operate more than one Account.

3.3 Members are responsible for safeguarding and maintaining the confidentiality of their user ID and password.

3.4 Members must notify the Ragtrader immediately if they suspect any unauthorised use of an Account or access to their user ID or password. Notification should be sent to the Ragtrader at: [info@theragtrader.com].

3.5 Any unauthorised access to the Ragtrader System permitted or facilitated by a Member shall be deemed a material breach of these Terms and Conditions.

3.6 An Account, user ID and password may not be transferred to any other party.

4. Members Obligations

4.1 Members must not:

(a) use the Ragtrader System in any way that would violate any Applicable Law;

(b) post any Project or Fee Proposal or otherwise transmit any content that infringes a third party's intellectual property rights;

(c) post any Project or Fee Proposal or otherwise transmit any content containing any adult or sexually explicit material or any material that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging;

(d) post advertisements, solicitations or offers of full-time employment;

(e) post false or misleading information;

(f) post logos or slogans form third parties unless such material is provided by the Ragtrader or the Member has received prior written permission from the Ragtrader to display such third-party logos or slogans;

(g) use robots, spiders, scrapers or other automated means to access any information or Member Data on the Ragtrader System for any purpose;

(h) impersonate or misrepresent an affiliation to any person or entity;

(i) use the Ragtrader System if you are not able to form legally binding contracts, are under age as defined by the Applicable Law, or are temporarily or indefinitely suspended from the Ragtrader System;

(j) copy, modify or distribute content from the Ragtrader System, except for your own information and use, without the prior written permission of the Ragtrader;

(k) bypass any measures used to prevent or restrict access to the Ragtrader System or any parts of the Ragtrader System;

(l) undertake any private communication between a Commissioner and a Designer until a Fee Proposal has been accepted by the Commissioner and confirmed by the Designer, at which time contact details may be exchanged via the Ragtrader System

4.2 Members agree not to introduce software on the Ragtrader System that:

(a) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Ragtrader System or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms");

(b) would disable or impair the Ragtrader System 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, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks" or "drop dead" devices);

(c) would permit the Member or any other person to access the Ragtrader System 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", "trap door" devices or "spyware"); or

(d) 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 the operation of the Ragtrader System.

4.3 All Projects and Fee Proposals are only to be submitted through the Ragtrader System. In the event that any Members enter into any separate commercial relationship for the same or similar services, the Commissioner and Designer hereby agree and acknowledge that without prejudice to any other rights and remedies which may be available to the Ragtrader under these Terms and Conditions or generally at law, the Ragtrader shall be entitled to a commission of 25% on all fees payable (whether in cash, credit or kind) pursuant to such arrangement.

5. Commissioners' obligations

5.1 When posting Projects a Commissioner must:

(a) clearly include all work expected to be performed by the Designer;

(b) set out a deadline by which the Fee Proposal must be submitted and the work completed.

5.2 All Fee Proposals must be accepted by the Commissioner though the Ragtrader System.

5.3 Following acceptance of a Fee Proposal, the Commissioner shall:

(a) be reasonably available for contact by the Designer for the duration of the work;

(b) provide timely feedback for any rough work submitted by the Designer in order to enable the Designer to complete the work within the time frame set out in the Fee Proposal; and

(c) allow the Designer a chance to correct a Design within a reasonable time in the event that the Design does not meet the Fee Proposal in all material respects.

5.4 Once a Designer has fulfilled the requirements of the Fee Proposal, the Commissioner shall pay the Designer (via the Ragtrader System) the agreed fee within 30 days of completion of the work.

5.5 Commissioners shall not:

(a) post any Projects that are intended to solicit pricing information;

(b) post any Projects offering commission payments or equity compensation;

(c) post any Projects that request free work;

(d) require or request that a Designer deliver a free mock-up or proof of concept as part of a Fee Proposal or as a condition to consideration of a Fee Proposal;

(e) increase or decrease the amount of work after accepting a Fee Proposal; and

(f) seek to vary the amount of the agreed fee after Fee Proposals have been received or accepted.

5.6 A Commissioner may use its own terms and conditions when accepting a Fee Proposal, providing such terms and conditions incorporate (without amendment) the Terms and Conditions.

5.7 Commissioners acknowledge and agree that they shall not contact or engage Designers to provide the same or similar services to those which can be sourced through the Ragtrader System for a period of one year from the date of the last Fee Proposal submitted by a Designer for a Commissioner.

6. Designers' obligations

6.1 A Fee Proposal shall set out the price the Designer proposes to charge the Commissioner for completing the Project.

6.2 When posting Fee Proposals a Designer must:

(a) only provide Fee Proposals that can be delivered to the required specification and time frame set out in the Projects;

(b) specify how any required amendments to the Fee Proposal will be handled;

(c) specify how any corrections will be undertaken in the event that the work does not comply with the Fee Proposal; and

(d) not submit commercially unsustainable prices or test Fee Proposals designed to open communication with a Commissioner.

6.3 All Fee Proposals shall include the following:

(a) details of the Designer's office hours and response time to enquiries;

(b) a commitment to inform the Commissioner if the Designer will be uncontactable for more than two Business Days; and

(c) a commitment to notify the Commissioner immediately if the Designer is unable to complete the work within the agreed timescale.

6.4 In the event that a Commissioner has not provided sufficient information in a Project to enable a Designer to prepare a proper Fee Proposal, a message should be posted through use of the 'Ask the Commissioner' feature and request more information, indicating the assumptions made regarding the Project and confirmation that the Fee Proposal will be updated once the additional information is received from the Commissioner.

6.5 Once a Designer has fulfilled the requirements of the Fee Proposal, the Designer must notify both the Commissioner and the Ragtrader (via the Ragtrader System) that the accepted Fee Proposal has been completed.

6.6 All Designers must open and maintain a PayPal Linked Account throughout the duration of their membership of the Ragtrader System. The Designer hereby authorises the Ragtrader to direct debit their PayPal Linked Account for all fees payable to the Ragtrader in accordance with these Terms and Conditions including for the avoidance of doubt all commissions payable in respect of completed Fee Proposals.

6.7 Designers acknowledge and agree that they shall not approach or engage with Commissioners to provide the same or similar services to those which can be sourced through the Ragtrader System for a period of one year from the date of the last Fee Proposal submitted by the Designer to the Commissioner.

6.8 Designers acknowledge and agree that acceptance of a Fee Proposal by a Commissioner will be conditional on a Designer entering into the Ragtrader standard form agreement to assign all rights to any Designs.Letter of Assigment

6.9 Unless specifically agreed otherwise in writing between the Commissioner and Designer, the Designer may not:

(a) re-use, any Designs which have been completed and paid for by a Commissioner for a period of one year from the date of completion of the relevant Fee Proposal;

(b) re-sell or use as a basis for any other work any Designs which have been completed and paid for by a Commissioner; or

(c) upload any designs to the Ragtrader System or make any designs public in an way which have been completed and paid for by a Commissioner for a period of eighteen months from the date of completion of the relevant Fee Proposal.

7. The Ragtrader's obligations

7.1 The Ragtrader shall not knowingly permit, or cause, the disclosure of Member Data to any third party other than as is contemplated by these Terms and Conditions.

7.2 The Ragtrader shall process all Member Data in accordance with its obligations under the Data Protection Legislation.

7.3 The Ragtrader reserves the right to remove access to any information, content, Projects or Fee Proposal in its sole discretion or if ordered to do so by any competent legal authority, whether or not such information or content is in violation of these Terms and Conditions.

8. Legal rights and Relationships

8.1 On acceptance of a Fee Proposal by a Commissioner, the Commissioner agrees to purchase, and the Designer agrees to deliver, the subject matter of the Project in accordance with the terms of the accepted Fee Proposal.

8.2 The Commissioner retains all rights to any Designs submitted as part of a Fee Proposal and the Designer agrees to enter into Ragtrader's standard form agreement to assign in accordance with clause 6.8.Letter of Assigment

8.3 The Ragtrader is not a party to any contract concluded between Commissioners and Designers pursuant to a Project and accepted Fee Proposal.

8.4 Based on the Ragtrader System's function as a portal and the Ragtrader's role as a facilitator, the Members acknowledge and agree that the Ragtrader has no responsibility for or control over:

(a) the content or accuracy of any Project or Fee Proposal including any actual or potential infringement of any third party intellectual property rights;

(b) the quality, fitness for a particular purpose, availability, delivery, compatibility, safety or legality of any Project or Fee Proposal;

(c) the accuracy of any listings, qualifications, background or abilities of Members;

(d) the ability of Designers to deliver their Fee Proposals;

(e) the ability of Commissioners to pay for accepted Fee Proposals;

(f) the terms of any agreement concluded between Members; or

(g) the compliance by a Member with its obligations under any accepted Fee Proposal.

8.5 Each Commissioner and Designer acknowledges and agrees that their relationship is that of independent contractors. Services performed by the Designer, its employees, agents or sub-contractors shall be as an independent contractor and nothing in these Terms and Conditions shall be deemed to create a partnership, joint venture, agency relationship or otherwise between the Ragtrader, Designers and Commissioners.

9. Notices and Communication

9.1 All communication on the Ragtrader System must be in English.

9.2 The Ragtrader will communicate with all Members by email or by posting communications on the Ragtrader System. Members consent to receive communications from the Ragtrader in electronic form.

9.3 Members must keep email addresses updated on the Ragtrader System and must regularly check the Ragtrader System for postings.

9.4 The Ragtrader may publish revised Terms and Conditions, notices, messages, or other matters of importance on the Ragtrader System. Such publications shall constitute notice to Members.

9.5 In all cases, notices shall be deemed given two Business Days after the notice is broadcast, sent or posted, unless it is proved that the notice was not received (which in the case of email, includes the sender receiving a message that the email address was invalid or that delivery was delayed).

9.6 If any Member fails to respond to a communication from the Ragtrader regarding a violation, dispute or complaint within two Business Days, the Ragtrader reserves the right to terminate or suspend the Member's Account.

9.7 All notices to the Ragtrader intended to have a legal effect concerning these Terms and Conditions must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the registered office of the Ragtrader. Such notices to the Ragtrader shall be deemed served upon receipt.

9.8 Members must use the Ragtrader System to manage Projects and Fee Proposals and in particular:

(a) maintain an electronic record of all written communication between Members concerning scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, holiday dates, availability, delays, acceptance of deliverables and completion of milestones; and

(b) must transcribe all relevant emails, instant messages, telephone or in-person conversations between each other to maintain a record or what is agreed.

9.9 In the event of a dispute, all written communication on the Ragtrader System, including Projects, Fee Proposals and business terms will serve as a statement of record.

10. Membership Fees

10.1 By opening an Account and becoming a Member of the Ragtrader System each Member agrees to pay the charges set out in the Rate Card (Pricing and Fees) in accordance with these Terms and Conditions.

10.2 Payment for all services through the Ragtrader System must be made either to the Ragtrader directly on issue of the Ragtrader's invoice or via a Member's PayPal Linked Account. Payments made through PayPal are subject also to the PayPal terms and conditions in force at the relevant time.

10.3 [In addition to membership fees, additional fees may be incurred in respect of additional services available under the membership option.]

10.4 The Ragtrader issues invoices to its Members on an annual basis for membership fees only if previously agreed with a Member. Otherwise membership fees need to be paid in advance through the Ragtrader System via a Member's PayPal Linked Account. Each invoice will include a Member's annual membership fee (where applicable) and any additional fees due for the relevant invoice period. Invoices are payable within 30 days of issue and if payment is not received the Ragtrader reserves the right to suspend or cancel a Member's Account.

11. Member Account Cancellation

11.1 To cancel a membership a Member must notify the Ragtrader of cancellation by email, telephone or by post at least five days before the expiration date of the then current membership term.

11.2 All cancellations received by the Ragtrader will be effective on receipt.

11.3 Where a Member cancels a membership, the Member's password will be removed from the Ragtrader System at the end of the month in which cancellation occurs and the Member shall be entitled to receive the full benefits of membership until the end of such period.

11.4 Members will be charged, and remain liable for, the remaining months' membership charges.

11.5 Members shall be liable for all charges made in relation to the use of the Ragtrader System on their Account regardless of whether such charges were incurred directly by the Member or by one or more persons acting on the Member's behalf, under the Member's instruction, as agent or representative for the Member, regardless of whether or not such actions were authorised actions in accordance with these Terms and Conditions.

11.6 A Member's liability for any charges incurred in the course of being a Member of the Ragtrader System shall continue after termination of membership.

12. Payment for Completed Fee Proposals

12.1 The payment process for completed Fee Proposals shall be as follows:

(a) the Designer sends the completed work to the Commissioner and notifies the Ragtrader and the Commissioner via the Ragtrader System accordingly;

(b) the Commissioner reviews the completed work and if satisfied that the work has been completed in accordance with the accepted Fee Proposal, the Commissioner notifies the Ragtrader and the Designer via the Ragtrader System accordingly;

(c) the Commissioner must pay the Designer via the Designer's PayPal Linked Account within [14] days of [receipt of work];

(d) the Ragtrader shall collect its fee (10%) from the Designer's PayPal Linked Account within 24 hours of payment to the Designer by the Commissioner;

(e) if the Commissioner and Designer have agreed payment by way of invoice, on receipt of notification via the Ragtrader System that the work has been completed, the Ragtrader will submit an invoice (payable to the Ragtrader) for the agreed amount as set out in the accepted Fee Proposal; and

(f) once the Ragtrader has received payment from the Commissioner, the Ragtrader shall pay the Designer the agreed fee less the Ragtrader's 10% commission.

13. Taxes, Reporting and Legal Responsibilities

13.1 Each Member is solely responsible for satisfying any income tax, VAT, payroll withholding, sales and use tax, governmental reporting and other legal requirements under the Applicable Law.

14. Directory of Designers

14.1 The Ragtrader System contains a directory of Designers. The directory is populated with information from third party sources, from Designers themselves and from other Members. The Ragtrader provides this directory as a convenience and does not confirm or verify the information contained within it.

15. Data storage

15.1 Whilst every attempt is made by the Ragtrader to safeguard Member's Data stored on the Ragtrader System, Members are responsible for the creation, storage and backup of their business records and are advised to ensure that they carry this out effectively.

15.2 These Terms and Conditions, the opening of a Member Account or subsequent use of the Ragtrader System 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, and no liability is accepted by the Ragtrader for the loss of any Member's Data.

16. Data Protection

16.1 With respect to the rights and obligations of the Ragtrader and the Members under these Terms and Conditions, it is agreed that the Members are the Data Controllers and that the Ragtrader is the Data Processor.

16.2 Both the Ragtrader and each Member will comply with their respective obligations under the Data Protection Legislation.

16.3 The Ragtrader will only use Personal Data contained within the Member's Data for the purpose of providing services to the Members through the Ragtrader System.

17. Warranties

17.1 All Members acknowledge and agree that use of the Ragtrader System is at their own risk.

17.2 The Ragtrader disclaims all implied, inferred and statutory warranties to the fullest extent that such warranties may be excluded by Applicable Laws.

17.3 The Ragtrader makes no warranty:

(a) that the Ragtrader System will be uninterrupted, timely, secure or error free;

(b) as to the accuracy or reliability of any content or any information accessed in, obtained through, or used on the Ragtrader System; and

(c) that defects on the Ragtrader System can, or will, be corrected.

18. Indemnities

18.1 Each Member shall indemnify the Ragtrader and keep it indemnified fully on demand against all liabilities, losses, damages, costs (including all reasonable legal costs), expenses and fines attributable to any act, omission, default, delay, negligence or breach of statutory duty by or on the part of the Member and suffered or incurred by the Ragtrader arising out of or in connection with:

(a) any claim made against the Ragtrader by a third party arising out of or in connection with a Member's use of the Ragtrader System;

(b) a Member's failure to comply with Applicable Laws;

(c) damage to the property of the Ragtrader or any third party by a Member;

(d) any claim made against the Ragtrader by a Member or third party that a Project or Design infringes a third party's intellectual property rights;

(e) any claim made against the Ragtrader by a Member arising out of or in connection with:

(i) a Member's decision to supply credit information via the Ragtrader System, including personal financial information;

(ii) any breach of contract or other claims made by Members arising from business transacted through the Ragtrader System;

(iii) a Member's breach of any provision of these Terms and Conditions;

(iv) a Member's liability arising from the tax treatment of payments or any portion thereof;

(v) any negligent or intentional wrongdoing by any Member; and/or

(vi) any failure to pay any invoice or any other payment due pursuant to these Terms and Conditions.

18.2 Any such indemnification shall be conditioned on the Ragtrader notifying the Member in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof.

18.3 Nothing in this clause 18 shall limit the Ragtrader's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnity.

19. Limitation of Liability

19.1 Nothing in these Terms and Conditions shall limit or exclude the Ragtrader's liability for

(a) death or personal injury caused by its negligence;

(b) fraud or wilful default by or on the part of the Ragtrader; and

(c) anything else which it cannot by law limit or exclude its liability.

19.2 The Ragtrader's liability for physical damage to a Member's tangible property caused by negligence by or on the part of the Ragtrader, shall be limited to an amount equal to one and a half times the fees payable in any one membership year.

19.3 Except as provided in clause 19.1, the Ragtrader will not be liable for the following loss or damage, whether arising in tort (including negligence), contract or breach of statutory duty, and even if foreseeable by the Ragtrader: loss of profits, loss of business, loss of contracts, loss of revenue, loss of goodwill, loss of production, loss of anticipated savings, loss arising from any claim made against a Member by any other person or any indirect or consequential loss.

19.4 Except for the liabilities accepted by the Ragtrader under clause 19.1, the Ragtrader's liability under or arising out of these Terms and Conditions shall be limited to an amount equal to one and a half times the fees payable in any one membership year.

20. Insurance

20.1 The Ragtrader strongly recommends that each Member take out and maintain insurance cover at its own cost with a reputable insurance company to cover its potential liabilities arising under or in connection with these Terms and Conditions and the business it transacts using the Ragtrader System.

21. Intellectual Property

21.1 Subject to and conditional on compliance with these Terms and Conditions, the Ragtrader grants to the Members a limited licence to use the Ragtrader System internally for the purpose of posting Projects and Fee Proposals.

21.2 Members must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, re-post or otherwise use any content of the Ragtrader System in any way for any public or commercial purpose without prior written consent of the Ragtrader.

21.3 The Ragtrader and its licensors retain all right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Ragtrader System. The Ragtrader logo and name are trade marks of the Ragtrader and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Ragtrader System may be the copyright of their respective owners.

22. Ragtrader System Discontinuance and Modification

22.1 The Ragtrader may modify, suspend and/or discontinue any functionality of the Ragtrader System, temporarily or permanently. The Ragtrader will not be liable to any Members, or any third party, if it modifies, suspends or discontinues any feature of the Ragtrader System. The Ragtrader will (except in cases of impossibility, commercial impracticality or other situations outside our reasonable control) give Members as much notice as is practicable of such eventualities.

22.2 The Ragtrader reserves the right in its sole discretion, to refuse, suspend or terminate membership to anyone.

23. Termination and Suspension

23.1 In the event that a Member's Account is terminated for any reason:

(a) the Ragtrader shall continue to provide such access to the Ragtrader System as may be necessary to enable the Member to complete any accepted Fee Proposal; and

(b) Commissioners shall continue to be obligated to pay the Ragtrader for the services provided and any Designers for any Fee Proposals which remain uncompleted at the date of such termination.

23.2 Without limiting the Ragtrader's other remedies, the Ragtrader may issue a warning, temporarily suspend, indefinitely suspend or terminate a Member's Account or a Project, if:

(a) any Member breaches any of these Terms and Conditions;

(b) the Ragtrader is unable to verify or authenticate any information provide by a Member to Ragtrader at any time; or

(c) the Ragtrader believes in its sole discretion that a Member's actions may cause legal liability for the relevant Member, Members generally, the Ragtrader, or are contrary to the interests of the Ragtrader System.

23.3 Except as specifically authorised by the Ragtrader, once temporarily suspended, indefinitely suspended or terminated, Members may not continue to use the Ragtrader System under the same Account, a different Account, or register under a new Account.

23.4 When membership is terminated, a Member may no longer have access to Member Data, messages, files and other material kept on the Ragtrader System by the relevant Member. The Ragtrader reserves the right to delete all such material along with the relevant Member's posts and Fee Proposals.

23.5 The Ragtrader reserves the right to terminate any Member, Project or Fee Proposal for any reason at its sole discretion and to refuse to provide future registration and membership to any Member whose Account has been so terminated.

24. Links

24.1 The Ragtrader System may contain links to other websites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls. Members' access and use of such websites, resources or services, including the online communication services, will be governed by the terms and policies of those websites or resources or providers.

25. Dispute Resolution

25.1 In the event of a dispute between a Commissioner and a Designer relating to a Project, a Fee Proposal or any matter arising therefrom including the quality of the Designs or payment of any fees (a "Dispute"), the Commissioner and Designer shall attempt, in good faith, to resolve the Dispute in accordance with the following process.

25.2 A Dispute shall be referred to the Ragtrader to negotiate a resolution. If the Dispute cannot be resolved by the Ragtrader within 14 days of the Dispute being referred to it, then the Ragtrader shall give notice to the Commissioner and Designer in writing (the "Dispute Notice") that unless the Dispute is resolved within a further 14 days of the date of the Dispute Notice, the Ragtrader shall initiate determination of the Dispute by the appointment of an expert, as the sole and exclusive Dispute resolution remedy.

25.3 The Commissioner and Designer shall agree on the appointment of an independent expert from a shortlist drawn up by the Ragtrader and shall agree with the expert the terms of his appointment.

25.4 If the parties are unable to agree on an expert or the terms of his appointment within 7 days of being presented with the shortlist the Ragtrader shall appoint an expert of repute with relevant experience to adjudicate the Dispute.

25.5 The expert will be required to prepare a written decision and give notice (including a copy) of the decision to the Commissioner, the Designer and the Ragtrader within a maximum of 1 month of the matter being referred to the expert.

25.6 If the expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by these Terms and Conditions then:

(a) either the Commissioner or the Designer may apply to the Ragtrader to discharge the expert and to appoint a replacement expert with the required expertise; and

(b) the provisions of this Dispute resolution process shall apply in relation to the new expert as if he were the first expert appointed.

25.7 All matters under this clause must be conducted, and the expert's decision shall be written, in the English language.

25.8 The parties are entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such assistance and documents as the expert reasonably requires for the purpose of reaching a decision.

25.9 The expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

25.10 Both the Commissioner and the Designer will promptly supply each other with all information and give each other access to all documentation and personnel as the other reasonably requires to make a submission under this process.

25.11 The expert shall act as an expert and not as an arbitrator. The expert shall determine the matter under the Terms and Conditions which may include any issue involving the interpretation of any provision of these Terms and Conditions, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The expert's written decision on the matters referred to him shall be final and binding on the Commissioner and the Designer in the absence of manifest error or fraud.

25.12 Both the Commissioner and the Designer shall bear its own costs in relation to the reference of the Dispute to the expert. The expert's fees and any costs properly incurred in arriving at the determination (including any fees and costs of any advisers appointed by the expert) shall be borne by both the Commissioner and the Designer equally or in such other proportions as the expert shall direct.

25.13 All matters concerning the Dispute resolution process and result of the determination by the expert shall be kept confidential between the Commissioner, the Designer, the Ragtrader and the expert.

26. Governing Law and Jurisdiction

26.1 These Terms and Conditions and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them, their subject matter or formation shall be governed by English law.

26.2 Subject to the provisions of clause 25, the Ragtrader and the Members irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Terms and Conditions, their subject matter or formation.