Terms and Conditions of Use for Experts
Last update: 1 September 2020
Your access to, and use of, the Platform is conditioned on your acceptance of and compliance with these Terms and Conditions of Use for Experts (Terms and Conditions). These Terms and Conditions apply to all Experts.
These Terms and Conditions set out the contractual covenants relevant for the relationship between you, as an Expert, and the Operator.
By accessing or using the Platform you agree to be bound to, and you accept, these Terms and Conditions, as they may be amended by the Operator at any time, with immediate effect. If you disagree with any part of the Terms and Conditions then you may not access the Platform and need to stop using it.
Operator means GUURU Ltd., a company registered in Hunenberg, Canton of Zug, Switzerland, providing the Platform and integrating Chat Bubbles on Websites.
User A natural person or legal entity who uses the Chat Bubble on a given Website to ask for and to receive chat time from an Expert. Usually, User is a visitor on a Website.
Expert is the legal entity or the natural person (as the case may be) with whom the Operator has entered into this agreement, and with whom the User enters into an agreement to receive chat time from an Expert. If the Expert is a legal entity then Expert is the principal (e.g. the employer) to the individual actually acting as a “Guuru” and thus performing the services and providing chat time to the User.
Customer is a natural person or legal entity who has entered into a contract with the Operator for the receipt of services by Operator.
Website is the Customer’s website the User has accessed, typically for purposes initially unrelated to the Chat Bubble, the Expert, or the Operator.
Chat Bubble is the overlay window that is located (fixed or floating) on a Website through which Users can chat with Experts. The Chat Bubble permits Users and Experts to interact in a chat, and to discuss topics related to the Website. The term Chat Bubble includes the IT infrastructure and other arrangements controlled by the Operator to make the Chat Bubble available to Users, but does not include the services provided by an Expert and also does not include the chat time spent, or other services provided by Experts.
Platform is the portal set up by the Operator and made available to Experts through which Experts receive suggestions to interact with Users through the Chat Bubble.
Profile is a description created by an Expert (name, profile picture, skills etc.) that can be retrieved on the Platform.
2. The Expert’s role
Experts can login and render their services through the Chat Bubble, all at their own discretion. An Expert shall have and maintain own infrastructure as deemed required by Expert, it being noted that Experts shall arrange for appropriate IT security on their devices.
Experts may provide services to Users. Experts have an agreement with the Operator and with Users, but not with Customers. Expert has no obligation to render his/her services personally. Thus, the Expert may render his/her service by employees or subcontractors.
3. The Operator’s role
The Operator makes the Platform available to Experts. The Platform is a marketplace for Experts (willing to share their expertise) and for Users, enabling both of these groups to get in touch with each other. Requests of Users through the Chat Bubble can be assigned to Experts within the Platform. The Operator offers electronic access to the Platform.
The Operator arranges with Customers to place the Chat Bubble on Customers’ Websites. The Operator has a contractual relationship with Experts and Customers, but not with Users. Users are not charged any fees by the Operator. Prior to permitting Experts to engage in chat time with Users, Operator shall communicate the recognition available to Experts in exchange for the chat time they are willing to provide to Users (Clause 4.1); such communication may also be displayed alongside to each service request of a User. Operator informs the Experts what they are expected to provide, to the best knowledge of Operator.
The Operator is not responsible for the content and delivery of the services by the Expert to the User, and assumes no liability and furnishes no warranty, neither for the quality of the services provided by Experts, nor for the contents of the Profiles.
4. The Customer’s role
The Customer receives IT related services from the Operator. In addition, Customer uses the Operator to communicate the conditions as per Clause 4.1 to the Experts. The Customer has a contractual relationship with the Operator, but not with the Expert.
The Customer identifies whether the Experts shall receive any kind of recognition for the services the Expert provides to Users. This recognition can be a financial compensation, a non-financial remuneration or award, or any other kind of recognition which, however, does not necessarily need to consist of a payment. The recognition schedule attached to this provides for additional rules.
The recognition the Customer makes available to the Expert is meant to substitute the recognition a User could otherwise be asked to give to the Expert for the services. The recognition the Customer makes available fully replaces any claim of the Experts towards the Users they enter into contact with.
5. The Experts’ role
When registering on the Platform, an Expert will join a general expert pool and has the option of joining one or more expert areas on the Platform. If an agreement is reached between an Expert and a User, the Expert may give chat time to the User. As between the Operator and the Expert, it is up to the Expert to decide whether to offer (date, duration, etc.) and how to render his/her services to Users.
Expert shall carry out his/her services competently and independently. If Expert is an individual and not employed, then Expert acts as an independent service provider (“Selbständigerwerbender” resp. “selbständiger Gewerbetreibender”). As between the Parties, the Expert is free to choose the own domicile of work and place of performance.
Experts must perform their services in a diligent and careful manner, always meeting the obligations under these Terms and Conditions. Operator provides a rating system which promotes compliance with the practices that are expected. Expert hereby agrees to the publicly accessible rating option. Separate fair-use policies apply to the ratings for Users.
6. The Platform
The Operator is not a customer of services the Expert offers. The Operator restricts itself to providing the Platform (https://www.guuru.com) as a marketplace, and to maintaining it in accordance with the Terms and Conditions. No warranty can be provided that the Platform will be available continuously and will be error-free.
The Operator reserves the right to alter or suspend the Platform at any time without prior notice. No legal claims can be derived as a result, and, to the extent legally permitted, the Expert waives any and all legal claims and agrees not to assert them (waiver of action).
It is understood that registration on the Platform is non-exclusive, and Experts are permitted to join other service communities, too.
When creating an account on the Platform, the Expert must provide accurate and complete information. Expert must keep the account up-to-date at all times. Failure to do so constitutes a breach of these Terms and Conditions, which may result in immediate termination of the account.
Experts are responsible for safeguarding the password they use to access the Platform. Experts are also responsible for any activities or actions under their password.
Experts may not use account identifiers that are offensive, vulgar or obscene, or, except with valid authorization, account identifiers that are identical or confusingly similar to the name of another person or entity, to a name that is subject to rights of another person or entity, or to a name that is not otherwise lawfully available for use.
8. Booking of Chat Time by Users
After a request for services by a User has been received, the Operator forwards the request into the appropriate display area on the Platform so that the appropriate Experts may see the request (e.g. within the general expert pool or another area). A request from a User is deemed to be an invitation to provide a service, while the invitation goes to the Experts to which the invitation is displayed. Experts have complete discretion whether they react on a request for services or not. The acceptance of a request for services leads to a contract between the User and the Expert, on a first-come first-served basis. Thus, Users and EPXERTS are matched.
Experts are not guaranteed to have any specific volume of User requests forwarded to them. The Operator does not guarantee that a matching will be successfully facilitated. The Operator reserves the right to send a request of a User to a specific group of Experts, only, based on the specifications of the required service.
If there are problems in the relationship between the Expert and Users there may be cases where relationships are unwound (“cancellation”). As a matter of principle, the Operator leaves it to the aforementioned parties to arrange this independently. The Operator does not interfere in this relationship and does not arbitrate disputes. However, in case of fraud or other unlawful behavior, the Operator may take legal action to protect the Platform as a whole.
Where the User aborts the conversation, or loses the connection, then the agreement between the User and the Expert will be dealt with as a failure of the User to receive the services as offered by Expert.
The present contract shall not be deemed to be an employment, agency corporate or any other associative relationship between the Expert and the Operator. Except if the Expert is employed by someone else and informs the Operator thereof, the Expert warrants that he/she is registered as an independently employed person with the competent social security authority and shall immediately notify the Operator of any change of this status.
The Operator is exclusively responsible for the proper declaration and payment of any tax and social security taxes/fees/charges due on the income he/she generates by rendering services through the Platform. The Operator is not an employment service or employer in relation to the Expert. The Expert acknowledges that he/she is solely responsible for paying the corresponding government duties (such as withholding tax, income tax, social security charges and any VAT taxes).
The Expert has to hand over to the Operator the following official documents upon Operator’s discretion:
- If the Expert’s business activity is domiciled in Switzerland: confirmation/certificate not older than three months that Expert has the status of a self-employed person (“Selbständigerwerbender”) registered with a Swiss “Ausgleichskasse” as a self-employed person;
- If the Expert’s business activity is domiciled outside Switzerland: confirmation/certificate not older than three months that Expert is in its status as a self-employed person (“selbständiger Gewerbetreibender”) registered and entitled to run its business as a self-employed person in accordance with local law (for Germany: copy of the “Gewerbeschein”; etc.).
For subsequent years if the Operator has requested documents as per (a) or (b): not later than by 31 March of every following calendar year, the Expert shall hand over to the Operator renewed certificates or confirmations (not older than 3 months).
The Platform must not be used for purposes that breach the Terms and Conditions or are otherwise illegal or unethical. Rights of third parties must not be infringed.
If misuse is found, or if a legal breach is highly probable, Operator can block Profiles even without prior notice, namely in the case of urgency. No legal claims can be derived as a result, and Expert hereby waives all rights to object against such blocking, or to direct any claim against Operator in the context of such blocking.
The Operator may terminate or suspend the account of the Expert immediately, without prior notice or liability, for any reason whatsoever, including without limitation if these Terms and Conditions are breached.
Upon termination, the right to use the Platform will immediately cease. If Experts wish to terminate their account, they may simply discontinue using the Platform. Further, they may request the Operator to delete their Profile, as per the applicable data protection law.
11. Data Protection
Expert shall not make any statements towards Users about how the Customer deals with data subject rights as per Article 12-20 GDPR, or with similar rights under other applicable data protection rules. Experts must notify the Operator immediately upon becoming aware of any breach of security or unauthorized use of their account.
The Expert commits to keep all data and information about Users strictly confidential. Data and information learned about Users must not be disclosed to third parties nor be used or processed for any other purposes. The Expert shall not store personally identifiable information about Users.
The Operator stores the information exchanged between Users and Experts through the Chat Bubble or on the Platform (including personal information) and may analyse it for the purposes of further development, for customised offers, including targeted advertising, by the Operator and by third parties who are in a contractual relationship with the Operator. Data may be processed abroad. The legal basis to process the information is the necessity to technically operate and improve the Chat Bubble and the Platform, legitimate interests of the Operator, and of the operator of the Website the User has accessed. The Expert approves the processing of data.
The Operator transmits and discloses information about the contractual relationship between Expert and Users, contents of the chats exchanged between the User and the Expert and if needed details about the Expert, to the operator of the Website the User has accessed. The legal basis to process the information in that way are legitimate interests of the Operator, and of the operator of the Website the User has accessed. The Expert is aware of that and approves such disclosures.
The Operator deploys Google Analytics within the Platform, and in the Chat Bubble. Google Analytics is a service of Google LLC in the USA, www.google.com. With that service, the Operator measures and evaluates the use of the Platform and of the Chat Bubble. For that purpose, cookies are stored on the Expert’s computer. The Operator applies all care to restrict the transmission of personal data to Google LLC, but Google can track the Expert’s use of the Platform, combine this information with data from other websites the Expert has visited provided such other websites are also tracked by a Google Analytics implementation. Then, Google can use these findings for own purposes (e.g. control of advertising). Google tells the Operator only how the Chat Bubble and the Platform have been used (but no identifiable information about the User, personally). The Expert hereby explicitly consents to such use of Google Analytics. By installing a specific browser plugin on the device in use the Expert may prevent personal data to be transferred to Google LLC.
Questions related to the Operator’s privacy practices can be addressed to firstname.lastname@example.org.
12. Intellectual Property
Expert acknowledges that the Chat Bubble and the Platform are protected by applicable intellectual property laws (namely copyright laws), and that all intellectual property in the Chat Bubble and in the Platform belong to the Operator. Expert shall not reverse engineer neither Chat Bubble nor the Platform.
With respect to data and intellectual property (such as design and copyrights etc.) created by the Expert in the context of the service provision to a User through a Chat Bubble it shall be understood, as between the Parties, that the Operator shall have all rights required to lawfully operate Chat Bubbles and the Platform.
Expert shall not interfere with a Customer’s legitimate branding interests.
13. Loyalty to the Customer
Expert shall be loyal to the Customer whose Website the User has visited and in the context of which the User initiates a conversation through the Chat Bubble.
Expert may be asked not to interfere with specific other interests of Customers when providing services to Users.
14. Exclusion of Warranty
Expert’s use of the Platform is on an “AS IS” and “AS AVAILABLE” basis, and at Expert’s sole risk. The Operator does not warrant that a) the Platform will function uninterrupted, secure or available at any particular time or location; b) any errors or defects in the Platform will be corrected; c) the Platform is free of viruses or other harmful components; or d) the results of using the Platform will meet the Expert’s requirements; e) the Expert will be assigned any tasks by a User.
To the extent permitted by law, the Operator excludes any and all warranties. Expert shall not have any claim to compensation if it is not possible to use the platform (interruptions, problems). The Operator is not liable if a contact to a User is not facilitated successfully, or if the conversation cannot be completed due to interruptions of the service the Operator provides by making available the Chat Bubble, and/or the Platform.
15. Exclusion of Liability
To the extent permitted by law, the Operator excludes all liability. The Operator is liable only for damages caused directly to the Expert by intentional or grossly negligent acts or omissions of the managing bodies of the Operator. Liability of the Operator for acts or omissions of its auxiliary personnel is fully excluded.
The Expert shall hold the Operator harmless if a third party makes a claim against the Operator because the Expert has infringed a third party right, has provided a poor service or has otherwise breached these Terms and Conditions.
17. Applicable Law, Forum
The contractual relationship between the Expert and the Operator shall be governed by substantive Swiss law, to the exclusion of the conflict of laws provisions.
The exclusive place of jurisdiction for all disputes between the Expert and the Operator relating to the Platform and/or the CHAT-BUBBLE shall be Zurich.
Annex 1: Recognition Schedule
- Successful full registration on the Platform as an Expert;
- Acceptance and compliance with these Terms and Conditions;
- Truthful and correct information in the Profile, including bank account details;
- Availability of appropriate skills to deliver requested service
- Proof of successfully delivered service.
The recognition shall be determined as per Clauses 3.2, 4.2 and 4.3 of these Terms and Conditions.
2. Evaluation of service
The quality of service received from the Expert is evaluated electronically by User after each interaction. The evaluation options for the rendered services are: yes / partially / no.
Expert does not have any remedy against the standardized feedback provided by the User.
User is king.
3. If the recognition is declared to consist of a payment, then the payment modalities are as follows:
- 100 % of the agreed recognition, if the service has been fully rendered by the Expert, and at the complete satisfaction of the User (evaluation: yes)
- 50% of the agreed recognition, if the service has been rendered by the Expert partially only, or only at some satisfaction of the User (evaluation: partially)
- No recognition, if the service has been rendered by the Expert in an insufficient manner and/or not at the satisfaction of User (evaluation: no)
Depending on subject and area of expertise requested the fee may vary. The fee is subject to adaptation according to a dynamic model and, as between the Parties, at the sole discretion of the Operator.
Except if communicated separately by the Operator, the amount of the applied fee shall be communicated and displayed jointly with a service inquiry from a User.
To the extent the recognition shall consist of a payment, the amount of justified earned fee is credited to the Expert’s internal fee account.
5. Payment schedule
The Expert shall invoice the Operator for the services rendered. If requested, Expert can provide a tool for the generation of an invoice. The amount of the monthly accrued fee shall be due and payable within 14 days at the end of each calendar month in which the invoice is received.
This amount shall be credited by the Operator to the Expert’s bank account.
6. Activation charges
Registration as an Expert is free of charge.