NEXUS PLATFORM TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS AND ALL OTHER
AGREEMENTS AND POLICIES REFERENCED HEREIN CAREFULLY AS THEY
CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS,
REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND
Nexus Terms and Conditions of Use
Thank you for using Nexus. These terms and conditions of use apply to both
Customers and Freelancer’s use of the Platform and Services (as defined below). If
something on this page leaves you confused, just email us at firstname.lastname@example.org and we’ll happily explain it.
If you have any comments, problems or questions regarding any part of the Services
and/or products and services featured in the Services, or if you have experienced
technical problems while using the Platform please also email us at email@example.com.
1.1. These terms and conditions (the “Terms”) govern the agreement between Nexus
and Users (defined below), and their access to and use of the Nexus web app, the
website www.nexus-finance.com and the Nexus mobile app (together the
“Platform”) and any products and services of whatever nature (whether existing
now or in the future) made available by Nexus through the Platform, including any
third party software or services (the “Services”).
1.2. The Services and the Platform are owned, licensed and/or operated by Hutcheon
Mearns Limited, 21 Mid Stocket Road, Aberdeen, Scotland, AB15 5JL UK
(“Nexus”). Hutcheon Mearns Limited is a limited liability company incorporated in
Scotland under company number SC445382 and with VAT number 207595690.
Nexus licenses certain services and the provision of the software, hosting and
maintenance services pertaining to the Platform, from Xergy Group Limited
(SC610556) of 25 Rubislaw Terrace, Aberdeen AB10 1XE UK (“Xergy”) as the
owner of the Proteus software which powers the Platform.
1.3. “Customer” in these Terms shall mean any User that is using the Platform to seek
and engage services from a Freelancer, whether as an individual or as an
organisation or entity (acting directly or through its assigned Users).
1.4. “Freelancer” in these Terms means any User that is using the Platform in order
to offer and/or provide certain services as a freelancer to a Customer.
1.5. “User” in these Terms shall mean (as the context so permits) (i) a Freelancer
and/or (b) any Customer or any individual who is authorised to use the Platform
by or on behalf of a Customer. For the avoidance of doubt, all Freelancers and
Customers will also be Users under these Terms.
1.6. Please read these Terms carefully before using the Platform. If Users do not
agree with the Terms, they will not be able to use the Platform. By accessing
the Platform, Users agree to comply with, and to procure that any of their affiliated
Users (in the case of Customers) will comply with, and to be bound by the Terms,
including (where applicable) the Subscription Plans, and Support Services,
which are referred to in these Terms.
1.7. The Platform is an online marketplace where Customers and Freelancers can
identify each other and advertise, buy, and sell freelancer services online. Subject
to these Terms, Nexus provides the Services to Users, including hosting and
maintaining the Services and Platform and facilitating the formation of contracts
for services between Customers and Freelancers (“Contract for Services”).
When a User enters into a Contract for Services, the User uses the Platform to
invoice and pay any amounts owed under the Contract for Services. Users
acknowledge, agree, and understand that Nexus is not a party to any Contract for
Services, that the formation of a Contract for Services between Customers and/or
Freelancers will not, under any circumstance, create an employment or other
service relationship between Nexus and any User or a partnership or joint venture
between Nexus and any User. Please refer to clause 13 for further provisions
relating to Contracts for Services.
1.8. Unless explicitly stated otherwise, any new features that augment or enhance the
Platform, and/or any new Service(s) subsequently purchased will be subject to
1.9. Only persons aged 18 years or over may access the Platform and use the Services
and all Users warrant that they are 18 years of age or over.
1.10. Nexus may amend these Terms, and the other documents referred to in these
Terms, from time to time. When Terms are amended Nexus will flag this to Users
when they log on, and they will be required to confirm that they accept the revised
Terms to continue to use the Platform and the Services. If Users do not accept the
revised Terms then they will be unable to continue to use the Platform or the
1.11. If a User is agreeing to these Terms on behalf of an entity or agency, or in
connection with providing or receiving services on behalf of an entity or agency,
such User represents and warrants that it has the authority to bind that entity or
agency to these Terms and agrees that it is binding both that User and that entity
or agency to the Terms.
- USER ACCESS TO THE PLATFORM
2.1. Subject to compliance with the Terms, Nexus hereby grants the User a limited,
non-exclusive, non-sublicensable, non-assignable, revocable, right to use (and, to
the extent applicable, install/download) the Platform on the device on which they
install or use the Platform and any supporting documentation for the sole purpose
of their own professional or business purposes of utilising the Services and
Platform for as long as their Account is in operation.
2.2. Users shall not:
2.2.1. use the Platform in any unlawful manner, for any unlawful purpose, or in
any manner inconsistent with these Terms, or act fraudulently or
maliciously, or transmit any material that is defamatory, offensive or
otherwise objectionable in relation to use of the Platform;
2.2.2. use the Platform in a way that could damage, disable, overburden, impair
or compromise Nexus’s systems or security or interfere with other Users or
2.2.3. decompile, disassemble, translate, reverse engineer or otherwise attempt
to derive source code from any portion of the Platform, in whole or in part,
nor will User use any mechanical, electronic or other method to trace,
decompile, disassemble, or identify the source code of the software or
encourage or permit others to do so;
2.2.4. sell, sublicense, rent, lease, distribute, market, or commercialize the
Platform or any modified version or derivative work thereof for any purpose,
including service bureau purposes or as a service offering primarily
designed to offer the functionality of the software;
2.2.5. create, develop, license, install, use, or deploy any third party software or
services to circumvent, enable, modify or provide access, permissions or
rights that violate the technical restrictions of the Platform;
2.2.6. act fraudulently or maliciously, for example, by hacking into or inserting
malicious code, such as viruses, or harmful data, into the Platform, or any
related operating system used for the Services;
2.2.7. remove any product identification, proprietary, copyright or other notices
contained in the Platform;
2.2.8. modify or create a derivative work of any portion of the Platform;
2.2.9. access or use the Platform in violation of any applicable law or regulation;
2.2.10. publicly disseminate performance information or analysis (including,
without limitation, benchmarks) from any source relating to the Platform.
2.3. Nexus will make reasonable endeavours to maintain Users’ access to the
Platform, subject to compliance with these Terms, but Nexus do not guarantee
that the Platform, or any content on it including the Services, will always be
available or be uninterrupted. Nexus shall not be liable to Users if the Platform or
the Services are unavailable, either in whole or part, at any time for any reason.
2.4. Nexus shall attempt to make any descriptions or information provided to Users as
accurate as possible, but they do not warrant that any content on the Platform is
accurate, complete, reliable, current, or error-free. Under no circumstances will
Nexus be liable in any way for any content, including, but not limited to, any errors
or omissions in any content, or any loss or damage of any kind incurred as a result
of the use of, access to, or denial of access to any content on the Platform.
2.5. Where relevant, Users shall ensure that insofar as they purchase any Plans or
Services on behalf of a Customer, that that Customer will comply with these Terms
and the User shall be liable for any acts or omissions of any said Customer that
constitutes a breach of these Terms.
2.6. Nexus may (at its sole discretion) terminate any license it has granted to any User
to access the Platform and Services by providing notice, and such termination will
be effective immediately on the provision of such notice.
- USER ACCOUNTS
3.1. Subject to these Terms, all Users must open an account on the Platform in order
to access the Services (an “Account”). A User may open an Account on behalf of
a Customer where they have purchased the Services on their behalf and have the
appropriate authority to do so. Once Account registration has been verified, Users
will be able to access the Platform according to the Plan that their Account is
subscribed to (see “Subscription Plans and Payment” below).
3.2. Users agree to provide true, accurate, current and complete information about
themselves, and Users agree to provide true, accurate, current and complete
information about any Customer for whom they create an Account (the “Account
Data”). Users agree to maintain and promptly update the Account Data on their
Account to keep it true, accurate, current and complete.
3.3. Users warrant that they have the right to use and share any material that they
upload to the Platform.
3.4. Nexus reserves its right to decline a registration to join Nexus or to add an Account
of any type, for any lawful reason, including supply and demand, cost to maintain
data, or other business considerations. Nexus shall also have the right to suspend
Commented [GA1]: Anticipation here is that an individual
will create a “Customer” account and under the “Customer”
account there will be assigned User(s) who have authority to
act on behalf of the Customer to purchase services from
“Freelancers”? Any individual or Customer will need to agree
to terms as a “User”. Does that make sense and is this how
the platform is set up?
or terminate any User Account without notice if they have reasonable grounds to
3.4.1. the Account Data is untrue, inaccurate, out of date or incomplete in a
3.4.2. the Account is registered using an invalid email address or an email
address that belongs to someone else;
3.4.3. more than one Account is opened with the same email address;
3.4.4. a User has given access to their Account to another individual or that there
are multiple individuals accessing one Account;
3.4.5. a User has failed to comply with any of the Terms; or
3.4.6. an Account has been inactive for more than 6 months.
3.5. Users will receive service emails about their Account to the email address that is
registered to their Account. Nexus may also send marketing communications to
Users, which they may opt out of at any time.
3.6. Users will need to create a password in order to access their Accounts, which
must be kept secure at all times. It is the responsibility of each User to maintain
the security of their Account access and each User will be responsible for any
damage or losses caused by unauthorised access resulting from their failure to
keep their password secure. Nexus strongly recommends that Users choose a
unique password and Nexus accepts no liability whatsoever where a third party
accesses an Account using the User’s password. Users agree (and Customers
agree to ensure that any User associated with them agrees) to:
3.6.1. immediately notify Nexus if they become aware of any unauthorised use of
their password or Account or any other breach of security by contacting
Nexus at firstname.lastname@example.org.
3.6.2. ensure that they exit from their Account at the end of each session. The
Platform will automatically log a User out of a session after 120 minutes
3.6.3. Nexus employs security measures designed for the protection of
information and data. Users and Customers are advised that the technical
processing and transmission of their electronic communications is
fundamentally necessary to their use of the Platform and the Service.
3.7. Users are advised to keep backups of material uploaded or shared on the
Platform. Nexus will not be responsible for keeping backups or for the loss of,
deletion or corruption of any material used in connection with the Platform or
3.8. There is no charge for opening an Account, although (where applicale) Users may
have access to a paid-for Plan where this has been purchased by a Customer on
their behalf in accordance with clause 4.2.
3.9. Notwithstanding anything to the contrary in these Terms, Nexus may monitor
Users’ use of the Platform and the Services and collect and compile statistics in
an aggregated and anonymised manner, including to compile statistical and
performance information related to the provision and operation of the Platform and
the Services (“Aggregated Data”). All right, title, and interest in the Aggregated
Data, and all intellectual property rights therein, belong to and are retained solely
by Nexus. Users and Customers acknowledge that Nexus may compile
Aggregated Data based on information input into the Platform. Users and
Customers agree that Nexus may (i) make Aggregated Data publicly available in
compliance with applicable law, and (ii) use Aggregated Data to the extent and in
the manner permitted under applicable law provided that such Aggregated Data
does not identify any User, Customer, or their confidential information.
- SUBSCRIPTION PLANS & PAYMENT
4.1. Nexus Subscription
4.1.1. Users agree that Nexus reserves the right to charge a fee for the Services
available to Users as described in this clause 4 (the “Fees”) and to change
any applicable Fees from time to time at its sole discretion in accordance
with this clause 4.
4.1.2. Users may wish to subscribe to certain Services on the Platform which are
or may be available for a Fee and (in the case of Customers) make access
to these Services available to any other affiliated Users (“Plans”). Where
applicable, details of available Plans will be found at https://nexusfinance.com. When Users subscribe to a Plan, they will be notified of the
applicable charges and will need to supply Nexus with credit card or debit
card and/or other details so that Nexus may process the order. Any charges
for the Plan requested will be charged to the User’s nominated payment
4.1.3. Nexus may at its sole discretion offer the option to benefit from additional
services and/or discounts to the advertised Fee for each Plan.
4.1.4. Users agree to pay the Fees in connection with any Plan purchased by
them (including all and any applicable taxes) at the prices in effect when
the Fees and/or other charges are incurred. Thereafter each Plan will renew
automatically in accordance with the term stipulated in the Subscription
Plan and the appropriate Fees will be charged on each date of renewal.
Nexus will bill all Fees and charges automatically to the User’s nominated
4.1.5. From time to time Nexus may at its sole discretion offer a free trial period
for a Plan. When signing up to the free trial period Users will be required to
provide credit or debit card payment details.
4.1.6. Nexus reserves the right to change the Fees and/or introduce new charges
in addition to the Fees. It will give Users at least 10 business days’ notice
in advance of such changes and the new Fees will apply from the User’s
next renewal date.
4.1.7. The Services available to Users are subject to change. Nexus may modify,
withdraw, amend or add to any Services or other offers or arrangements or
impose any requirements or restrictions relating to the use of the Plans.
Nexus will give Users at least 10 business days’ notice in advance of such
4.1.8. Users may cancel a Plan in accordance with the terms of the Plan at any
time through the Platform, or by contacting Nexus by email at
email@example.com, which will stop any auto-renewal of that Plan.
Please note that Nexus must receive any notice of cancellation at least 5
working days before the date of the automatic renewal otherwise the User
will be charged the applicable Fee for the next subscription period. In the
event that a User cancels a Plan any associated Users will also lose access
to that Plan at the end of the current renewal period.
4.1.9. Should the Fees not be paid on the date of renewal Nexus will notify the
User and provide a 30 day grace period during which the Platform will be
available to associated Users. If payment of the Fees remains outstanding
at the end of the 30 day grace period User access to the Platform will be
removed other than to the payment section which will remain available to
Users for a period of 60 days to allow them to make payment of outstanding
Fees. In the event that Fees are not paid on the date of renewal, Nexus
reserves the right to charge interest to the User on the overdue amount at
the rate of 3% above the base lending rate of the Bank of England from
time to time. This interest shall accrue on a daily basis from the renewal
data until the date of actual payment of the overdue amount. Users must
pay Nexus any interest together with the Fees due. On receipt of payment
of any outstanding Fees, Nexus will reinstate access to the Platform and
the Services for the Users.
4.1.10. There shall be no cash or redemption value for any part of the Plans. No
refunds of payments are permissible at any time or at any point unless
otherwise provided for in these Terms.
4.2. Nexus Fees
4.2.1. Users (being Freelancers and Customers) will pay Nexus a service fee for
the use of the Platform and Services, (the “Service Fees”). The Service
Fees (to use the Services) are paid by both the Customer and the
Freelancer Users. When a Customer pays a Freelancer for a project or
when funds related to a project are otherwise released to a Freelancer (the
“Freelance Fee”), the Service Fee payable by the Customer and the
Service Fee payable by the Freelancer shall both be deducted from such
Freelance Fee and paid to Nexus prior to the balance then being credited
to the account of the Freelancer. The Customer and Freelancer hereby
irrevocably authorises and instructs Nexus to deduct and disburse the
applicable Service Fees from such Freelance Fee.
4.2.2. All Users will be required to create an account with, and agree to the terms
of, the third-party payment service provider affiliated with Nexus (from time
to time) through which Users make and receive payments of the Freelance
Fee when using the Platform.
4.2.3. Customers and Freelancers agree (subject to any other express agreement
of Nexus) to each pay a Service Fee of 10% of the Freelance Fee.
4.2.4. In case of a permanent placement or Temp-to-Perm conversion of a
Freelancer to an employee of a Customer (or any of its affiliates), the
Customer agrees to pay the Separation Fee (as defined below).
4.3. Non-Circumvention and Separation
4.3.1. Users acknowledge and agree that the compensation Nexus
receives for making the Platform and Services available to Users is
collected through the Service Fee described above and that in
exchange a substantial value to such Users is the relationships each
User makes with other Users when identified through the Platform
(the “Nexus Relationship”). Nexus only receives the Service Fees
when a Customer and a Freelancer pay and receive payment through
the Platform. Therefore, for 24 months from the start of a Nexus
Relationship (the “Non-Circumvention Period”), each User agrees
to use the Platform as its exclusive method to request, make, and
receive all payments for work directly or indirectly with any other User
or arising out of the relationship with that person and not to
circumvent the Fees unless you pay a fee to take the relationship off
of the Site (the “Separation Fee”).
4.3.2. Each User agrees to notify Nexus immediately if a person suggests
making or receiving payments other than through the Platform in
violation of this clause 4 or if such User receives unsolicited contact
outside of the Platform. If aware of a breach or potential breach of
this non-circumvention provision, please submit a confidential report
to Nexus by email to firstname.lastname@example.org or at https://nexusfinance.com/contact-us/. If Nexus’s investigation of such report
determines that there has been a breach of the non-circumvention
terms in this clause 4.3 by a User, then such User shall be charged
the Separation Fee.
4.3.3. It is acknowledged and agreed that a violation of any provision in this
clause 4.3 is a material breach of the Terms which may result in the
Account being permanently suspended and the User being charged
the Separation Fee. If a User refuses to accept any new version of
the Terms or elects not to comply with certain conditions of using the
Platform, such as minimum rates supported on the Platform, and
therefore chooses to cease using the Platform, such User may pay
the Separation Fee for each other User he wishes to continue
working with after ceasing to use the Platform.
4.3.4. The Separation Fee is 15% of the estimated earnings of the
applicable User over a twelve (12) month period, which is calculated
by taking the Hourly Rate (defined below) and multiplying it by 2,080.
“Hourly Rate” means the highest of (a) the highest hourly rate
charged by the Freelancer on any Contract for Services, if any; (b)
the highest hourly rate proposed by the Freelancer in any proposal,
if any; or (c) the hourly rate in the Freelancer’s profile.
4.3.5. It is understood and agreed that if Nexus determines, in its sole
discretion, that a User has violated clause 4.3, Nexus may, to the
maximum extent permitted by law: (a) charge the User’s current
payment method through the Platform the Separation Fee if
permitted by law or send an invoice for the Separation Fee (including
interest), which the User agrees to pay within 30 days, (b) close the
User Account and revoke their authorization to use the Platform and
Services, and/or (c) charge the User for all liabilities, losses, costs
and reasonable expenses (including attorneys’ fees) related to
investigating such breach and collecting such Separation Fee.
4.4. In order to use certain Services, a User must provide a valid method of payment.
- NEXUS RESPONSIBILITIES
5.1. The Services and the Platform will be maintained only by Nexus and their
approved sub-contractors. Further information about the support available for the
Platform and the Services is available at https://nexus-finance.com (the “Support
5.2. Users are responsible for maintaining the security of their devices, and their
password relating to the Platform.
5.3. Nexus will maintain appropriate administrative, physical and technical safeguards
designed to protect all data provided on the Platform.
5.4. The Platform and Services are directed to people residing in the United Kingdom.
Nexus does not represent that content available on or through the Platform is
appropriate for use or available in other locations.
- SUSPENSION AND TERMINATION
6.1. Nexus reserves the right to cancel or suspend any User’s access to their Account,
the Platform and/or the Services if it has reason to believe that the User has failed
to comply with these Terms.
6.2. In the event that Nexus suspends User access to their Account, the Platform or
the Services it shall use commercially reasonable endeavours to provide notice of
such suspension to the effected User and any associated Customer, and to
provide updates regarding resumption of access to that User’s Account, the
Platform or the Services. Nexus shall use commercially reasonable endeavours
to resume providing access to the User as soon as reasonably possible after the
event giving rise to the suspension is cured. Nexus will have no liability for any
damage, liabilities, losses (including any loss of data or profits), or any other
consequences that the suspended User, any other User, or any affected Customer
may incur as a result of a suspension.
6.3. In the event that Nexus terminates access to a User’s Account, the Platform or the
6.3.1. all rights to use the Platform and the Services shall be immediately
6.3.2. that User must immediately cease any and all use of the Platform and the
6.3.3. that User must destroy and/or delete all copies of the Platform and the
Services in their possession or within their control.
- DATA PROTECTION
7.1. For the purposes of this clause 7 the following terms shall have the following
Controller, Personal Data, Processor, Personal Data Breach, Supervisory
Authority, process, processing, processed and Data Subject shall have the
meanings given under Data Protection Laws; and,
Data Protection Laws means all laws that relate to data protection, the use of
information relating to individuals, and/or the information rights of individuals and
all laws implementing them, in each case as may be replaced, extended or
amended, including, without limitation, the General Data Protection Regulation
7.2. Insofar as Nexus acts as a Processor on the User’s behalf, it (without prejudice to
its responsibilities as a Controller) shall:
7.2.1. only be entitled to Process Personal Data for the duration of the Terms unless
otherwise expressly provided, in which case the Processing shall only last as
long as is necessary under (and fully in compliance with) the Data Protection
Laws (the “Duration”) and only to the extent necessary for the provision the
Platform and/or Services to the Freelancer, Customer and its associated
Users (the “Purpose”). The subject-matter of the Processing of the Personal
Data is the Platform and the Services (the “Subject-Matter”) and the nature
and purpose of the Processing is the Purpose. The Data Subjects whose
Personal Data Nexus is entitled to Process are the Users (the “Categories
of Data Subjects”), and the types of Personal Data which Nexus may
Process are those types of Personal Data as necessary for the fulfilment of
the Terms (the “Type of Personal Data”);
7.2.2. taking into account the nature of the processing, implement appropriate
technical and organisational measures to protect the Personal Data against
unauthorised or unlawful processing and against accidental loss, destruction,
damage, alteration or disclosure;
7.2.3. process Personal Data only on the User’s instructions and as set out in these
Terms, except to the extent that any processing of Personal Data is required
by applicable laws;
7.2.4. notify the User where it reasonably believes any of the instructions in respect
of the processing of Personal Data infringe any Data Protection Laws or any
other applicable laws;
7.2.5. at the User’s expense, assist them in their compliance with their obligations
under Data Protection Laws in respect of security of processing, carrying out
data protection impact assessments (as defined in Data Protection Laws),
remedial action to be taken in response to a Personal Data Breach (including
notifying Personal Data Breaches to the Supervisory Authority and affected
Data Subjects) and consulting with the Supervisory Authority regarding high
risk Processing, in each case insofar as it is able taking into account the
nature of the processing and the information available to us;
7.2.6. ensure that its personnel who are authorised to process the Personal Data
have committed themselves to confidentiality;
7.2.7. other than as provided in clause 7.3 below, not appoint any additional subprocessor without giving the User prior written notice of such appointment of
no less than 30 Business Days;
7.2.8. other than as provided in clause 7.3 below, not transfer Personal Data to a
country or territory outside the United Kingdom and European Economic Area
except with the Customer’s prior written consent or on its instructions;
7.2.9. insofar as it relates to the Personal Data of Users associated with a
Customer, notify that Customer without undue delay if Nexus receives any:
(i) request from a Data Subject to access that Data Subject’s Personal Data;
(ii) complaint or request relating to the Data Protection Laws and / or (iii)
correspondence from a Supervisory Authority;
7.2.10. insofar as it relates to the Personal Data of Users associated with a
Customer, notify that Customer in the event Nexus becomes aware of any
Personal Data Breach;
7.2.11. unless otherwise required by Data Protection Laws, Nexus shall delete, at the
User’s sole discretion, all Personal Data upon the termination of the
processing activities carried out under these Terms; and
7.2.12. provide to the User, at its request, evidence of Nexus’s compliance with this
clause and the Data Protection Laws in general.
7.3. Users acknowledge and agree that Xergy, as the provider of certain services
pertaining to the Platform, including hosting and maintenance services related
thereto, may be a subprocessor and subcontroller of Personal Data of Users in
connection with their use of the Platform. By acceptance of these Terms and the
use of the Services and the Platform, Users agree and instruct Nexus (and
authorises Nexus to instruct each Subprocessor) to:
7.3.1. process such User’s Personal Data; and
7.3.2. transfer such Personal Data to any country or territory,
as reasonably necessary for the provision of the Services and the Platform in a
way which is consistent with these Terms.
7.4. The provisions of this clause 7 shall survive termination or expiry of the Terms.
8.1. All personal information provided by Users will be dealt with in a confidential
However, due to circumstances outside of the control of Nexus, Nexus does not
guarantee that all aspects of a User’s use of the Platform and Services will be
confidential due to the potential ability of third parties to intercept and access such
- INTELLECTUAL PROPERTY RIGHTS
9.1. The Platform, Services, and any documentation or materials relating to them, are
owned by Nexus and/or its licensors and are protected by copyright, trademarks
(both registered and unregistered), database rights, design rights and other
intellectual property rights.
9.2. By using the Platform and agreeing to these Terms, Users do not acquire any
intellectual property rights in the Platform, services or any associated
documentation or materials, whether implied or expressed. Users may not use any
of the intellectual property rights in the Platform, services or any associated
documentation or materials other than in accordance with the rights granted in
9.3. Nexus acknowledges that Users own all right, title, and interest, including all
intellectual property rights, in and to the information uploaded by them to the
Platform (“User Data”). Users hereby grant to Nexus a non-exclusive, royalty-free,
perpetual, irrevocable, worldwide license to reproduce, distribute, and otherwise
use and display the User Data and perform all acts with respect to the User Data
as may be necessary for Nexus to provide the Platform and Services, and a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce,
distribute, modify, and otherwise use and display User Data incorporated within
the Aggregated Data.
9.4. If any User sends or transmits any communications or materials to Nexus by mail,
email, telephone, or otherwise, suggesting or recommending changes to the
Platform or Services, including without limitation, new features or functionality
relating thereto, or any comments, questions, suggestions, or the like
(“Feedback”), Nexus is free to use such Feedback irrespective of any other
obligation or limitation between the parties governing such Feedback. Users
hereby assign to Nexus all right, title, and interest in, and Nexus is free to use,
without any attribution or compensation to any party, any ideas, know-how,
concepts, techniques, or other intellectual property rights contained in the
Feedback, for any purpose whatsoever, although Nexus is not required to use any
10.1. Users (an “Indemnifying Party”) hereby agree to indemnify and hold Nexus, and
any of its parents, subsidiaries, affiliates, associated companies or any of their
respective directors, officers, limited liability company members, employees,
agents or service providers (“Indemnified Parties”), harmless against any loss,
damage, claim, cost, expense (including reasonable attorneys’ fees and all related
costs and expenses) or liability that arises out of any claim, suit, proceeding,
demand, or action brought by the Indemnifying Party or a third party or other User
against an Indemnified Party that arises out of, relates to, or concerns the: (i) use
of the Platform and/or the Services including any payment obligations or default
relating thereto; (ii) any Contract for Services entered into by the Indemnifying
Party, including, but not limited to, the classification of a Freelancer as an
independent contractor or non-compliance with IR35 including for the failure to
provide Nexus with a designation including accurate information on the
applicability of IR35; the classification of Nexus as an employer or joint employer
of a Freelancer; any employment-related claims, such as those relating to
employment termination, employment discrimination, harassment, or retaliation;
and any claims for unpaid wages or other compensation, overtime pay, sick leave,
holiday or vacation pay, retirement benefits, worker’s compensation benefits,
unemployment benefits, or any other employee benefits; (iii) the Indemnifying
Party’s failure to comply with these Terms; (iv) the Indemnifying Party’s failure to
comply with applicable law; (v) the Indemnifying Party’s negligence, willful
misconduct, or fraud; and (vi) defamation, libel, violation of privacy rights, unfair
competition, or infringement of Intellectual Property Rights or allegations thereof
to the extent caused by the Indemnifying Party cause by that User’s breach of
10.2. In the event that a User initiates a dispute with its payment card issuing bank
Nexus will become liable for a non-refundable administration fee. Should the
User’s dispute be successfully challenged by Nexus or withdrawn by the User,
that User agrees to indemnify Nexus and pay to it this administration fee in full.
Nexus reserves the right to suspend access to Accounts associated with this
Customer until such time as such costs are paid. Before a Customer disputes any
charge with its issuing bank it is encouraged to contact Nexus on email@example.com.
- LIMITATION OF LIABILITY
11.1. Nexus will use reasonable skill and care to provide the Platform and the Services
in accordance with the specifications set out in these Terms, however:
11.1.1. the Platform and the Services are provided on an “as is” and “as
available” basis; and Nexus cannot and does not make any
warranties, claims or representations with respect to the Platform or
the Services including, without limitation, quality, performance, non-
infringement, merchantability or fitness for use for a particular
purpose. Nexus does not represent or warrant that availability or
use of the Platform or the Services will be uninterrupted, timely,
secure, error-free or virus-free. Nexus cannot accept responsibility
or liability for a failure of a User’s internet provider or mobile
network, or any losses or damage suffered as a result, as this is
outside of Nexus’s control.
11.1.2. Nexus will use reasonable endeavours to ensure that the Platform
and the Services do not contain or promulgate any viruses or other
malicious code. However, it is recommended that Users should
virus check all materials used in connection with the Platform and
the Services and regularly check for the presence of viruses and
other malicious code. Nexus excludes to the fullest extent permitted
by applicable laws all liability in connection with any damage or loss
caused by computer viruses or other malicious code originating or
contracted from the Platform or the Services.
11.1.3. Users should note that the transmission of information via the
internet is not completely secure. Although Nexus takes appropriate
technical and organisational measures to guard against
unauthorised or unlawful processing of User information and
against loss or destruction of, or damage to, that information, Nexus
cannot guarantee its security. Any transmission of information is at
the User’s own risk. Nexus is not responsible for circumvention of
any settings or security measures contained on the Platform and it
excludes to the fullest extent permitted by applicable laws all liability
in connection with the circumvention of any settings or security
measures contained on the Platform.
11.2. Nexus will not be liable for any fault in the Platform or Service unless a claim is
notified to it via the Platform or by email to firstname.lastname@example.org within 28
days of the fault, or when the User ought to have been aware of the fault. In the
case of a valid claim, Nexus may choose to refund to the User the Fee paid for
the Platform and/or the Service (or an appropriate proportion of such Fee). Nexus
will have no further liability to the User or any associated Customer in respect of
the matters referred to in this clause.
11.3. Nexus, its agents, directors, officers, shareholders, employees and subcontractors
will not be liable to Users, or anyone else, whether in contract, tort (including
negligence, breach of statutory duty or other tort) or otherwise:
11.3.1. for any loss of revenue, data, sales or business, agreements or
contracts, anticipated savings, profits, opportunity, goodwill or
reputation, or for any business interruption; for any loss or
corruption of data; or
11.3.2. for any indirect, special or consequential loss, damage, costs or
other claims, however caused or arising, including where arising
directly or indirectly from any failure or delay in performing any
obligation under these Terms caused by matters beyond its
11.4. Except as expressly stated elsewhere in these Terms, all representations,
warranties, conditions and other terms, whether express or implied (by common
law, statute, collaterally or otherwise) are hereby excluded, except in the case of
fraud, or where such exclusion is not permitted by law.
11.5. Nexus’s total liability to Customers and Users shall not exceed the total sums paid
to Nexus in relation to that Customer or User’s use of the Platform or Services
(excluding taxes) over the 12 months preceding the event of claim or connected
series of claims.
11.6. Nothing in these Terms shall restrict or exclude any liability that either party has
to any party which cannot be excluded by law and, in particular, liability for death
or personal injury caused by negligence, fraud or fraudulent misrepresentation;
shall not be limited or excluded in any way.
11.7. This clause 11 shall survive termination of the Terms.
- LINKS TO EXTERNAL WEBSITES
12.1. The Platform may contain links that direct a User outside of the Platform. These
links are provided for the User’s convenience and are not an express or implied
indication that Nexus endorses or approves of the linked website, its contents or
any associated website, product or service. Nexus accepts no liability for loss or
damage arising out of or in connection to a User’s use of these sites.
- CONTRACTS FOR SERVICES
13.1. If a Customer and Freelancer decide to enter into Contract for Services, the
Contract for Services is a contractual relationship directly between the Customer
and Freelancer. Customers and Freelancers have complete discretion both with
regard to whether to enter into a Contract for Services with each other and with
regard to the terms of any Contract for Services. Users acknowledge, agree, and
understand that Nexus is not a party to any Contract for Services, that the
formation of a Contract for Services between Users will not, under any
circumstance, create an employment or other service relationship between Nexus
and any User or a partnership or joint venture between Nexus and any User.
13.2. With respect to any Contract for Services, Customers and Freelancers may enter
into any written agreements that they deem appropriate provided that any such
agreements do not conflict with, narrow, or expand Nexus’s rights and obligations
under these Terms and do not infringe upon or breach the terms relating to NonCircumvention in clause 4.3.
13.3. Whilst Nexus will carry out standard verification of Users in connection with their
registration with the Platform, Users are solely responsible for: (a) ensuring the
accuracy and legality of any information related to a User; (b) determining the
suitability of other Users for a Contract for Services (such as any interviews,
vetting, background checks, or similar actions); (c) negotiating, agreeing to, and
executing any terms or conditions of a Contract for Services; (d) performing
services as a freelancer, including meeting any agreed standard relating thereto;
and/or (e) paying for the provision of such services by any User. You further
acknowledge, agree, and understand that you are solely responsible for assessing
whether to enter a Contract for Services with another User and for verifying any
information about another User. Nexus does not make any representations about
or guarantee the truth or accuracy of any listings or any other information uploaded
to or included on the Platform by Users; does not verify any feedback or
information provided by Users about other Freelancers and/or Customers; and
does not perform background checks on or guarantee the work of freelance Users.
Users acknowledge, agree, and understand that Nexus does not, in any way,
supervise, direct, control, or evaluate Users or their work and is not responsible
for any services which they perform and any of their work product. Nexus makes
no representations about and does not guarantee, and you agree not to hold
Nexus responsible for, the quality, safety, or legality of services performed by
Freelancers; the qualifications, background, or identities of Users; the ability of
Customers to pay for the services performed by Freelancers; any information
uploaded to or otherwise provided by Users, or statements made by Users; or the
ability or willingness of a Customer or Freelancer to actually complete a
transaction. While Nexus may facilitate the provision of feedback and reviews, and
the attachment of certain statuses as a result of such feedback and reviews on
User profiles, these are not attached as a guarantee or warranty of quality or ability
or willingness of such Customer or Freelancer to complete a Contract for Services
or the work relating thereto.
13.4. The Customer is solely responsible for and assumes all liability for determining
whether Freelancers should be engaged as independent contractors or
employees of Customer and engaging them accordingly and, if applicable, for
complying with the UK tax legislation known as “IR35”, also sometimes called the
“Off-Payroll Working Rules” (“IR35”), including, without limitation, providing Nexus
and/or the Freelancer with a designation or a Status Determination Statement
(SDS) required under IR35. Any designation provided to Nexus must be emailed
to email@example.com and include all the details of the engagement; the
Customer specifically acknowledges and agrees that providing a designation to
Nexus through any other means is not sufficient to satisfy its obligations under this
clause 13.4. Customer warrants its decisions regarding classification are correct
and its manner of engaging Freelancers complies with applicable laws,
regulations, and rules. Nexus will have no input into, or involvement in, worker
classification as between Customer and Freelancer, and Users agree that Nexus
has no involvement in and will have no liability arising from or relating to the
classification of a Freelancer generally or with regard to a particular project.
14.1. If any provision of these Terms is or becomes invalid, unenforceable or nonbinding, the parties shall remain bound by all other provisions hereof. In such an
event, such invalid provision shall nonetheless be enforced to the fullest extent
permitted by applicable law, and each party will at least agree to accept a similar
effect as the invalid, unenforceable or non-binding provision, given the contents
and purpose of these Terms.
14.2. No person who is not a party to these Terms shall have any right to enforce any
term under the Contracts (Rights of Third Parties) Act 1999.
14.3. Nexus may assign or transfer any of its rights or subcontract any of its obligations
under these Terms to any third party. Customers and Users may not assign or
transfer any of their rights or subcontract any of their obligations under these
Terms except with Nexus’s consent in writing.
14.4. Except as set out in these Terms, no variation of the Terms shall be effective
unless it is in writing and signed by the parties (or their authorised
14.5. These Terms, and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or formation shall
be governed by, and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have
non-exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with these Terms or its subject
matter or formation.