Client Registration Terms
Last modified: 17th April 2018
Introduction: who we are and what these Terms are used for
Your Registration: how to get started with Portl
You: general stuff about you and your basic obligations
Us: general stuff about us and our basic obligations, including exclusions and limitations of liability
Content: information about content posted by our Freelancers and associated intellectual property rights
Unlocking with Portl: legal detail around the process of unlocking Freelancer profiles through the App
This Contract: general legal stuff about our relationship with you, often called ‘the boilerplates’
Thank you for choosing to use Portl, it’s a decision we’re sure you won’t regret. Portl allows you to run tailored searches of our ever-growing network of Freelancers, and then to view Freelancer profiles, request they update their availability, and unlock their contact information. In a nutshell, Portl is a cost-effective way of finding and connecting with Freelancers. Unlocking Freelancer profiles grants you access to their contact information, allowing you to contact them and discuss your projects. We effectively act as the electronic middle man and once you’ve found and unlocked your Freelancers, it is up to you to make your introduction outside of the Portl application (“App”). You can find more information about the Service the we offer by visiting our ‘Website’ at https://portl.work.
The service that Portl offers (which we’ll refer to in this document as our ‘Service’) requires groups of people to interact with each other (us included) within some kind of framework designed to safeguard everyone’s legitimate interests. In essence, that framework is provided by these registration terms, which we’ll refer to as the ‘Terms’.
Portl is owned and operated by Hoshin Search Ltd, whose registered office is located at 7 Orchard Mews, London, N1 5BS. When we use words like ‘Portl’, ‘we’, ‘us’ and ‘our’ in these Terms, it is to Hoshin Search Limited that we refer. Likewise, when we use words like ‘you’ and ‘your’, we are referring to you, whom, we hope, will soon be our registered user. Anyone who uses Portl to advertise their services and/or availability for work we will refer to as ‘Freelancers’.
Only Freelancers who have registered with us can offer their services through Portl (and they can only do so by creating a business account through our App, details of which can be found on our Website). If you wish to pay to unlock Freelancer profiles, or access the full functionality of our App you need to accept these Terms. Unfortunately, if you don’t accept these Terms, you won’t be able to use the access the full functionality of the App and will only have access to very limited features.
You may notice throughout that certain phrases and sentences begin or are followed by a single word, highlighted in bold like ‘This’ or like (‘This’). When you see this we’re telling you we want to use this word as we are defining it there throughout these Terms and we’ll make it clear when we use these definitions again by repeating these words with the Seemingly Inappropriate Use Of Capital Letters.
All of these Terms apply to everyone who wishes to register to use the App and when you complete your registration by accepting these Terms, there will be a legal contract between you and us.
We will need some basic information from you in order to complete your registration. This will include your full name, company name, your job title, a functioning email address and your mobile phone number. In completing your registration, you confirm that the information you are providing to us during the process is accurate and up-to-date. You can change these details later by accessing your settings or by contacting us by email, as applicable.
By completing the registration process through the App you warrant to us that you have read and accepted these Terms. It is important that you have read and carefully considered these Terms as upon acceptance you are entering into a contract with us and that contract is based upon them. Don’t worry, you don’t *have* to do anything in particular. If you register and subsequently decide not to use the Service, there’s nothing you are required to do (and if you wish, you can have your registration terminated). But since you are entering into a contract with us, it would be sensible to have a careful read of these Terms just to make sure you are aware of the position.
You’ll always be able to find a copy of these Terms on the Website or via the App, but you might want to print off a copy for your records. If you do, please bear in mind that the Terms might change in the future, especially since we may add functionality to the App and the Service that we offer over time. We may change these Terms and if we do so, we will, of course, contact you to let you know that the Terms are to change, what those changes are and when the changes will come into effect. If you continue to use the App and our Services after that, you will do so having accepted the new version of the Terms.
Once you’ve registered with Portl, you’ll have access to all the features and functionality of the App enabling you to carry out more accurate searches and begin unlocking Freelancers.
We mentioned above the minimum information that you’ll have to provide us in order for your registration to be effective. Of course, that information alone will be enough to identify you personally and so for that reason, it is protected under the Data Protection Act 1998 and from May 25th 2018 the General Data Protection Regulation (GDPR). You may want to supplement your profile with further information about yourself and the information you post may reveal more about yourself. We will handle that information in accordance with our Privacy Notice, which forms part of these Terms and thereby, our contract with you. We must be able to identify you as an individual from the information contained within your profile and to that extent, you confirm that your profile information is accurate and that you will keep it up to date.
Our contract with you is subject to the non-exclusive jurisdiction of English courts and is governed by English law. Because of the way English law works, children are not capable of entering into contracts. Consequently, our users must be at least 18 years of age and you confirm that you are and that you are capable of entering into binding contracts.
Assuming then that you are over 18 and are capable of entering into contracts that are legally binding upon you, your registration on these Terms gives rise to a contract between you and us that is indeed binding on both you and us and those that may later inherit the benefit of the contracts that we have formed. You may not transfer or sell your rights under this contract to anybody else nor may you use it as security for anything. The nature of running a Service like Portl means that we may, for some reason have to ‘assign’ the contract that we’ve formed with you to another business (for example, as part of a restructure or if we are acquired by another company) and so we have the right to do that, but we will let you know in advance of any such ‘assignment’.
You can terminate your registration at any time and have your personal data permanently removed from our servers. There is more about this and your other rights as a data subject (under the GDPR) contained within our Privacy Notice so please follow the instructions there.
We may terminate your account if, at our discretion, we consider it to have become inactive. Generally this will be where you have not used Portl for a year or so, but it may be less and there may be other factors we take into account.
At any given time, we reckon we have a pretty good idea as to how well the functionality we’ve provided is working. We’re working on new features all the time and occasionally, we may want to replace older features with new, better ones. It is inevitable that every now and again, we will provide features or functionality that seemed like a really good idea at the time but which, for whatever reason, don’t really catch on with our users and the clients we support. So when this happens, we reserve the right under these Terms to add or remove functionality and features. We will do our best to give you some advance notice of this but from time to time, it might not be possible. For example, if something breaks and it is complicated to fix and not sufficiently popular to warrant dropping everything to fix, we may decide to withdraw it immediately. That withdrawal may be temporary or it may be that we withdraw it permanently, and we reserve the right to decide what’s best in the circumstances.
It might be that new functionality requires changes or additions to these Terms or the Privacy Notice, so when we launch new features, you might want to check to see whether we’ve made any changes to either.
Consumers enjoy protection under a variety of laws in different jurisdictions around the world and if you are acting as a consumer in registering to use the App, nothing in these Terms is intended to undermine your protection either in England or wherever you happen to be when you access the App. In English law, it would be unlawful for us to attempt to exclude or limit liability for personal injury or death arising from our negligence, or for any loss you suffer as a result of our fraud. The same applies to any statement we make fraudulently intending you to rely on it in entering into this contract with us. It’s pretty difficult to see how your use of the App or our Services contained within could result in anybody suffering any kind of physical harm, but we just need to be clear about these things.
Bearing in mind always the exceptions we have mentioned in the previous paragraph, there are certain types of liability that we are permitted by law to limit or exclude and, accordingly, WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE (INCLUDING LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL) THAT YOU MIGHT SUFFER AS A RESULT OF USING THE APP OR OUR SERVICE, HOWEVER THAT LOSS DAMAGE OR EXPENSE MIGHT ARISE.
In addition, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM OR FOR THE DELAY IN THE PERFORMANCE OF ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS THAT ARE BEYOND OUR REASONABLE CONTROL. This might include a failure of a mobile phone network or Wi-Fi network to deliver notifications or emails to you that provide you with the ability to access the App.
If we happen to make a statement that turns out to be untrue (whether orally or in writing) prior to your registration, then, unless that statement was made fraudulently by us, we will only be liable to you should that untrue statement result in us breaching these Terms. If it does not, the untrue statement has no impact on our relationship with you save insofar as it may impact on your legal rights as a consumer.
These limitations and exclusions of liability will survive the termination of your registration (which, in turn, would terminate our contract with you).
In making sure that our users are satisfied and that the Service is working efficiently, we may review the data being transmitted by you and any of our Freelancers. This does NOT mean, however, that we are under any duty to do this and we do not and will not assume any responsibility for this. Nevertheless, as we have indicated above, we may remove content posted by users if that content contravenes these Terms or the user posting that content is in breach of these Terms. Likewise, if you see content that offends you, please do let us know and we will look into it.
You also need to be aware that viruses can be transmitted via websites and apps, not just email. If you want to make sure that your systems are safe from infection, you should run suitable security software because WE HEREBY EXCLUDE LIABILITY FOR ANY VIRUS INFECTION OR OTHER HARM CAUSED TO YOUR SYSTEMS THROUGH YOUR USE OF THE APP, ANY CONTENT DOWNLOADED VIA THE APP OR WHEN FOLLOWING ANY LINKS TO WEBSITES RUN BY OTHER PEOPLE.
The App is designed only to facilitate introductions and we will have no involvement in any contract that you may have with one of our Freelancers. Any contractual issues between yourself and a Freelancer will in no way involve Portl and any contractual disputes should be dealt with directly between the parties. Although we endeavour to check the information and details of each of our Freelancers when they register with us, we do not guarantee this nor will we be liable in any way for their actions and for any potential loss of profit or damage to your reputation caused by the action of a Freelancer.
There may come occasions where we choose not to insist on your total compliance with your obligations under these Terms or that, where you’ve breached the Terms, we don’t make use of our rights to take action against you. This does NOT mean, however, that we are waiving those rights. We can take action against you later if we so choose, and at any time during the lifetime of your registration (or indeed, where necessary, at any time after the termination of your registration), we can return to the issue and insist upon your compliance.
As a platform technology, Portl allows Freelancers to offer their services and availability through the App. To provide the Service, we encourage our Freelancers to upload a combination of text, photographs and other media to promote their services. All intellectual property rights in these posts belong to the Freelancer in question and you have no right to copy, edit or store their intellectual property in any way other than insofar as you are making use of our services.
If you didn’t already know, intellectual property is the term used to describe things that can be owned but which are not physical in nature. The owner of intellectual property doesn’t own something that is tangible but instead has the right to control how that intangible thing is used, hence the term “intellectual property rights”. Trade marks, patents and copyright are well-known and commonplace forms of intellectual property, but there are lots more besides. If you use somebody else’s intellectual property rights without their permission (which is often called a “licence”), you’ve “infringed” their rights.
In the same way that the Freelancers own the intellectual property rights in the services that they post, we own the framework and content that makes up the App. That includes all the ‘copy’, the code, the look and feel and the trade marks and graphics and you can use all of that in making use of your registration in accordance with these Terms but absolutely no more than that. Even the copyright in these Terms and the other legal documentation you see on the website is owned by our lawyers and licensed to us for this purpose. Were we to use your things without asking, you would be most unimpressed. So please don’t try to use any of the intellectual property that we provide for purposes that are not intended or envisaged by these Terms and in particular, don’t attempt to associate yourself with us or claim any form of endorsement from us because that is just not on. If you wish to engage with Portl as a Freelancer, you will need to sign up as such and comply with our Freelancer Registration Terms, which you’ll find elsewhere on the Website or the App.
Finally, please note that we rely on our Freelancers to post and maintain their own profiles and information in good faith to Portl. We do not check or endorse their profiles so you should always satisfy yourself that they are reliable and not misleading to yourself or other users of Portl. If you consider a profile or any information posted by a Freelancer to be unreasonable, misleading, unfair, or believe it may infringe the intellectual property right of another party then please contact us at email@example.com, explaining where you found that content and why you feel it should be removed.
Unlocking with Portl
In order to unlock the full profile of a Freelancer and therefore gain access to their contract information you must use a credit which you have purchased ‘in App’. The purchase of credits will be made directly from the Distributor (such as the App Store, Google Play, etc.) from whom you have downloaded our App. Any purchases made through the App Store, are made in accordance with Apple’s terms and conditions viewable online here. ‘In App’ purchases made through the Google Play Store are made in accordance with Google’s terms and conditions viewable online here.
We are not able to offer any refunds for any credits that have been purchased, any request for such refunds must be made directly to the Distributor from whom the purchase has been made and there is more information about their refund policies listed in the terms above.
If you have used a credit to unlock the full profile of a Freelancer and you believe that once unlocked their profile is deliberately misleading or fraudulent in any way, please contact us urgently at firstname.lastname@example.org. We will investigate the profile and should we find it to be deliberately misleading or fraudulent, we may remove the Freelancer from the App and/or issue you with a free credit. Decisions as to whether a free credit should be issued shall be made at our sole discretion.
We are not able to offer any refunds or free credits where you have used a credit to unlock the full profile of a Freelancer and having made contact are unable to arrange work specifics for commercial reasons. Portl is designed to act as an introducer between Clients and Freelancers and therefore in successfully having enabled your introduction our Service will have been fully delivered. We cannot guarantee that, having found an apparently suitable Freelancer, you will be able to agree terms with her or him.
From time to time, we will give you information relating to your use of the service. This might be information about new functionality or old functionality that we are going to withdraw. It might be to let you know that we have made changes to these Terms or the Privacy Notice. We will send this information to you in the form of notifications to your account via the Website. We might also send an email to the address you have given us when registering (which is why we need you to keep that email address up-to-date). English law requires that certain information that we might have to pass to you has to be in writing, so you accept that information we provide to you electronically is indeed ‘written’ for this purpose.
If, for some reason, you need to communicate with us for contractual purposes, you can do this by email addressed to email@example.com but if you really feel the need, you can send us a letter by post, sent to the address provided above.
Information that we send to you or you send to us for contractual reasons we’ll call ‘Notices’ for the purposes of these Terms. There may be times when we all need to know when such a Notice was received. To make things easy, those Notices will be deemed to be received as follows. A Notice sent by us to you via a notification sent to your account via the website or an email sent by you to us or us to you, will be regarded as having been received the day AFTER it is sent, just to give everyone a reasonable chance to pick it up. If a Notice is sent in either direction by letter (probably from you to us, since we won’t know, nor will we necessarily want to know, your residential address), that Notice will be regarded as having been received (assuming that it was properly stamped and sent by first class mail) three days AFTER the day on which it was sent, or in the case of a letter sent from overseas by airmail, ten days AFTER the day on which it was sent.
It might just be that at some point in the future, a court or some other authority has cause to review these Terms and in so doing, rules that some or other part of them is invalid, unlawful or unenforceable. Obviously, that could cause a bit of a problem, certainly for us and possibly also for you. So, in the very unlikely event that something like that happens, there will be two consequences. First, everybody accepts that the rest of the Terms will remain in place between us and that the contract will survive intact with the problematic element removed. Second, the authority or court taking action may compose a replacement for the stricken terms that do as good a job as reasonably possible as the job previously done by the terms removed or, where the authority or court taking action declines to do so, you agree that we may replace those terms ourselves with something else that complies with the ruling.
Everything relevant to our contractual relationship with you is set out either in these Terms or in the Privacy Notice. We have no earlier contractual arrangement or understanding with you or any sort. If you are acting as the representative of a business, your user account may be linked to that business but if we have a commercial relationship with that business, our contract under these Terms with you stands entirely separately from that. If there is anything that you seek to rely on in creating your registration, please disregard it right now, because in submitting your registration and accepting these Terms, you must acknowledge that in registering to use the App, you haven’t relied upon any statement made or promise given by us, whether stated plainly or implied from our conduct UNLESS that representation or statement is repeated either in these Terms or in the Privacy Notice. We have to have this rule because (1) we need some certainty about our relationship with you, and (2) because imagine having thousands of users and customers and having different, potentially undefined contracts with each: it just wouldn’t work.
In England, there is a law that gives third parties (that is, people who are not ‘party’ to a contract) certain rights to enforce terms that are intended to benefit them. This is called the Contracts (Rights of Third Parties) Act 1999. This will apply under these Terms where, for example, artists want to enforce their rights against purchasers of content that they have sold, or purchasers want to take up with artists a breach of the terms under which that purchase has been made. Apart from that, though, just to be clear, any right of a third party to take action under that law is excluded. There may be other situations where third parties can take action and where we are not permitted to exclude that possibility, such third party rights remain, so you might want to bear that in mind.
This concludes these Terms and as soon as you completed your registration through the App, you will have a binding contract with us.