1. Introduction

GloPros operates an online platform accessible at the address provided in the Appendix (referred to as the 'Marketplace'), designed to facilitate connections between Freelancers and Clients. The purpose of these General Terms and Conditions of Use and Sale for the GloPros Community (hereinafter referred to as the 'General Terms and Conditions') is to establish the guidelines governing the use and transactions within the Marketplace and define the rights and responsibilities of the Users engaging with each other through the Marketplace. By accessing and/or utilising the Marketplace, you acknowledge and agree to unreservedly accept and adhere to all the provisions outlined in these General Terms and Conditions.

Parties

These terms and conditions of use and sale (hereinafter referred to as the "Terms and Conditions") are entered into and shall apply between:

GlobalProfessionals.com BV, registered in the Trade Register of the Chamber of Commerce under Number, established at Herengracht 52, 1015 BN Amsterdam, legally represented by GlobalProfessionals.com BV, hereinafter referred to as: "Intermediary", hereinafter referred to as: the "Company" or “GloPros”, and The User of the Marketplace, hereinafter referred to as the "User”.

Preamble

The Company operates a website accessible at glopros.com offering an online marketplace which connects Freelancers and Customers (hereinafter the "Marketplace"). The Terms and Conditions govern the use of the Marketplace and any services provided or transactions made through the Marketplace, including defining the rights and obligations of the Company and the Users connected via the Marketplace.

Any use of the Marketplace is conditional on acceptance of, and compliance with, these Terms and Conditions. By registering an Account and/or accessing or using the Marketplace the User is confirming the User's unconditional acceptance of and compliance with all of these Terms and Conditions, which shall constitute a legally binding agreement between the User and the Company. These Terms and Conditions may be supplemented or varied by specific additional terms and conditions of the Company that are agreed with the User from time to time in respect of particular services or transactions.

The Company operates two different contracting models for the provision of Freelancers to Customers via the Marketplace. Under the Direct Model, Freelancers are introduced to Customers for the performance of Assignments and the Freelancers then contract directly with the Customer for the performance of the Assignment. In addition to this, the Company may enter into a service agreement with the Customer.

Under the Indirect Model, the Company contracts with the Customer for the performance of the Assignment and the Company then enters into a separate contract with the relevant Freelancer for the Freelancer to perform that work.

These Terms and Conditions will apply to engagements under the Direct Model and engagements under the Indirect Model. The Direct Model shall apply to each Assignment unless the Company has specifically agreed in writing with the Customer and the relevant Freelancer that the Indirect Model will apply to the Assignment concerned.

The User's attention is drawn in particular to the limits on the Company’s liability at Article 10. The Marketplace is only made available for use by persons who are acting in the course of a business. If you are a consumer, you are not eligible to use the Marketplace and you should not use the Marketplace. How the Company collects and uses personal information in connection with a User's access to and use of the Marketplace is described in https://glopros.com/privacy-policy/#privacy-policy-0

Definitions

Account means the account created on the Marketplace by the User upon registration on the Marketplace. Assignment means the specific task assigned by a Customer to a Freelancer on the Marketplace. Conduct Regulations means the Conduct of Employment Agencies and Employment Business Regulations 2003, as amended or replaced from time to time. Content means any comments, messages, information, materials or content of any kind (text, images, videos, photographs, comments, trademarks, corporate names etc.), posted by a User on the Marketplace. Customer means any legal entity or individual, using the Marketplace for strictly professional purposes, with a view to entering into contact with or being put into contact with one or more Freelancers in order to entrust them with completion of an Assignment.

Direct Model means the contracting model utilised by the Company under which Freelancers are introduced to Customers via the Marketplace for the performance of Assignments and the Customer then contracts directly with the Freelancer for the performance of the Assignment. Freelancer means any individual or legal entity offering services to Customers via the Marketplace. Where any individual offering services to Customers via the Marketplace does so via any personal service company or other intermediary (other than GloPros), then the term Freelancer shall refer to that individual and the relevant personal service company or other intermediary (excluding GloPros) through which he/she contracts unless the context otherwise requires. Where the Freelancer is a legal entity then the term Freelancer shall also include a reference to the individuals engaged by that legal entity in the provision of the relevant Assignment.

Indirect Model means the contracting model utilised by the Company at the request of the Customer where a Customer contracts with the Company and the Company agrees to find a Freelancer to procure performance of an Assignment. The Company then enters into a contract with the Freelancer under which the Freelancer undertakes to the Company to perform the Assignment.

Invoicing Mandate means the invoicing mandate entered into between the Freelancer and the Company, the terms of which are specified in Article 2.2.2 of the Terms and Conditions, pursuant to which the Freelancer agrees to entrust the Company, in accordance with applicable regulations, with drawing up and issuing invoices for Assignments completed for a Customer via the Marketplace. AI-Search and Match means the advanced artificial intelligence programme created by the Company in order to search for Freelancers which meet criteria established by the Customer. Depending on the Customer's subscription, the results may be processed for the purposes of pre-qualification by the Company's sourcing teams. Marketplace has the meaning given to it above. Rate of the vacancy: means the amount, exclusive of tax, freely agreed between the Customer and the Freelancer for the execution of its Assignment, as proposed by the Freelancer and accepted by the Customer.

Services means all services provided by the Company as defined in Article 3.1 hereof. UP Model means the contracting model utilized by the Company at the request of the Customer where a Customer contracts with the Company and the Company agrees to procure performance of an Assignment. The Company then enters into a contract with the Freelancer under which the Freelancer undertakes to the Company to perform the Assignment. Users refers to Freelancers and Customers registered on the Marketplace. Validation means the process defined in Article 3.2.5 of the Terms and Conditions at the end of which the Customer declares on the Marketplace that the Assignment performed by the Freelancer is complete and compliant with the Quote.

2. Registration on the Marketplace

2.1 Conditions governing User registration on the Marketplace

In order to access the Services, the User must create an Account by registering on the Marketplace. The Marketplace is intended for use only by persons who are acting in the course of a business and not by consumers. In order to access and use the Marketplace or register an Account, the User must be at least 18 years old and of legal age to contract and use the Marketplace in accordance with these Terms and Conditions. The User is required to provide accurate information and undertakes to immediately update said information in the event of any change. The User confirms that, on registering an Account, the User is registering on behalf of a business and not as a consumer. For the avoidance of doubt, references to individuals within these Terms and Conditions are references to individuals acting for purposes within their business, which includes any trade or profession.

Access to the Account created is protected by a username and password chosen by the User when registering on the Marketplace. The User alone is liable for any use which it may make of its username and password, and is responsible for keeping them confidential and for any use made of its account. Except as otherwise expressly provided for in these Terms and Conditions or as otherwise expressly agreed with the User in any other agreements entered into between the Company and the User, or as required by law, the Company does not assume any responsibility for checking any User's identity.

2.2 Conditions governing Freelancer registration on the Marketplace

2.2.1 In order to be referenced as a Freelancer on the Marketplace and be visible to Users, the Freelancer must complete their profile page with accurate comprehensive information including Freelancer's name, address, company number (if applicable), VAT number (if applicable) and upload a recent photograph and keep their Account up-to-date.

Freelancers access to and use of all or parts of the Marketplace is conditional on the User completing their profile page and meeting certain criteria, such as completing a verification process and meeting specific quality and eligibility criteria, including that the Freelancer's access and use shall be subject to such checks as the Company may undertake at the Company's discretion, including regarding the legal status and financial standing of the Freelancer.

As the Marketplace is a local platform, the Freelancer is required to specify where they are registered or their usual place of residence as their main area of activity.

2.2.2 Invoicing Mandate.

The Freelancer acknowledges and agrees that through the creation of an Account on the Marketplace, the Freelancer is deemed to have given its unconditional consent for entering into an Invoicing Mandate with the Company. Under the Invoicing Mandate, the Freelancer (acting as principal) exclusively entrusts the Company (acting as agent), with: (i) drawing up and issuing Freelancer’s invoices for the Assignments carried out via the Marketplace; and (ii) collecting payment of said invoices, on the Freelancer's behalf.

The Freelancer agrees to upload to the Marketplace all documents that may be required or otherwise reasonably requested by the Company in order for the Company, the Freelancer and any relevant Customer to meet each of their own obligations in respect of any concealed work and transparency rules, KYC requirements, any applicable tax evasion, anti-money laundering, anti-bribery and anti-modern slavery requirements and any compliance obligations including any documentation and information required to enable the Company to comply with any obligation under the Conduct Regulations.

The Freelancer shall send the Company all information required for the preparation of the invoices, which can only be issued by the Company once the Customer has issued a Validation of the Assignment in accordance with Article 3.2.5.

In the event of a justified request to rectify an invoice, the Company undertakes to promptly issue an amended invoice. Invoices issued to the Customer by the Company will expressly refer to the parties to the Invoicing Mandate insofar as they will bear the following mention: "Invoice issued by [Company name] in the name and on behalf of [Freelancer's name/corporate name]", or any equivalent mention.

The Freelancer acknowledges that the updating of any information provided to the Company relating to its legal, accounting and tax situation is essential to the performance of the Invoicing Mandate and undertakes in this respect to immediately inform the Company of any change likely to impact its legal, accounting and tax situation (including changes to: registered office, corporate form, VAT status, etc).

Provided that the Freelancer has provided the Company with all necessary and accurate information regarding the Freelancer and in respect of the relevant Assignment to which the invoice relates, the Company undertakes to comply with all applicable legislation on invoicing, and in particular to ensure that the appropriate accounting and tax information (including VAT) is mentioned on the invoices issued. Freelancers remain solely responsible for providing accurate information to the Company for such purposes and their accounting and tax obligations regarding the issuance of their own invoices.

The Company remains liable for any VAT due, when it is wrongly invoiced, provided that this does not result from a failure by a Freelancer to comply with its obligations under these Terms and Conditions or under any other agreement with the Company or other accounting and tax obligations (in which case the Freelancer shall be solely liable).

The Company will provide the Freelancer with a copy of all invoices issued under the Invoicing Mandate. The Freelancer will promptly dispute any invoices issued by the Company in their name and on their behalf, and no later than three days after the issuance of such invoice.

The Invoicing Mandate will immediately enter into effect as from acceptance (including deemed acceptance) of the Terms and Conditions, and remain in effect until the Freelancer has cancelled its registration on the Marketplace and all Assignments have been completed or the Company terminates the Invoicing Mandate.

2.2.3 Freelancers will with comply all obligations imposed upon them by virtue of legislation applicable to them and/or their status in their country of residence, as well as the obligations arising from their use of the Marketplace.

2.2.4 Where any profession or other activity undertaken by the Freelancer is subject to compliance with access criteria or conditions of practice (including as to experience, training, qualifications and/or authorisations) that are subject to a regulatory framework imposed directly or indirectly by law or regulation or any regulatory authority or professional body (including regulated professions), the Freelancer undertakes to ensure they have: (i) the right to practice the profession or other activity concerned; and (ii) the right to carry out the Assignments for which they advertise on the Marketplace (and that it holds all necessary experience, training, qualifications and authorisations required to do so).

2.2.5 In addition, if the Freelancer wishes to benefit from any invoice financing service offered by one of the Company's partner finance companies, the Freelancer undertakes, as may be relevant, to sign an accounts receivable transfer agreement, or any other equivalent document, allowing the Company to manage the financing of their invoice in their name and on their behalf.

2.3 In the event that a User provides false, inaccurate, out-of-date or incomplete data (or fails to keep information provided up to date), the Company will be entitled (in addition to its other rights and remedies) to suspend or close their Account and refuse any future access to all or part of the Services.

3. Description of the Services and functioning of the Marketplace

3.1. Description of the Services

3.1.1 The Services include, but are not limited to:

• the possibility for the User to create an Account on the Marketplace;
• connecting Freelancers and Customers via the Marketplace;
• making payment methods available to secure the roll-out of an Assignment;
• obtaining any other document from the Freelancers for the purposes of demonstrating the conformity of their legal status, and making them available to the Customer;
• preparing and issuing invoices relating to the Assignments completed by the Freelancer via the Marketplace, under the Invoicing Mandate;
• the possibility for the Freelancer to receive the financing of their invoice through one of the financial partners according to the terms specified in Article 3.2.7;
• automatic recommendation tools for Freelancer profiles.

3.1.2 In addition to the Services, Customers may benefit from additional services by subscribing to one of the offers described in more detail at the address https://glopros.com/become-a-client/ (hereinafter the "Additional Services"). Unless otherwise agreed the fees for any such additional services shall be the fees detailed at https://glopros.com/become-a-client/ . If the Customer requires any Additional Services, the provision of such Additional Services shall be subject to the parties agreeing the terms and conditions upon which Additional Services shall be provided.

Depending on the offer subscribed by the Customer, these Additional Services may include:

• Sourcing: a bespoke consulting service allowing the Company's teams to look for Freelancers which meet the criteria fixed by the Customer;
• Customised Interface: the creation by the Company of a customised Marketplace for the Customer, allowing collaborative use by several of the Customer's employee Users;
• The provision of an online validation system allowing collaborative use by several of the Customer's employee Users;
• The provision of an online validation system allowing Freelancers to validate the Customer's contractual documentation;
• The possibility to pay the invoices in respect of a specific Assignment, in accordance with the Customer's usual payment agreed payment terms rather than being obliged to make payment up front as described in Article 3.2.3 below (the “Financing Service”);
• GloPros Insights: the provision, for the benefit of the Customer, of a management and contractualization tool for data regarding Assignments created by the Company, making it possible to: (i) monitor the evolution of the number of Assignments in progress and completed for the Customer; (ii) centralize and monitor all invoices and payments made on the Marketplace; and (iii) set up alerts and implement internal management rules specific to the Customer.

3.2. How the Marketplace works

3.2.1 Connecting Users via the Marketplace

The Customer contacts the Freelancer (i) directly on the Marketplace; or (ii) through the Company.

3.2.2 Issuing Quotes

After discussing the scope and terms and conditions of the Assignment, the Freelancer sends the Customer a Quote via the Marketplace. The Freelancer and Customer are solely responsible for agreeing the Price of the Assignment (including any taxes (such as VAT), fees, duties or other charges). The final Price of the Assignment shall be the Price of the Assignment that is agreed between the Freelancer and the Customer.

3.2.3 Provisioning by the Customer of the Price of the Assignment

In the event of an agreement on the Quote, the Customer shall transfer the sum equivalent to the Price of the Assignment to such escrow bank account as is specified by the Company allowing the Freelancer to start the Assignment (where the Customer has subscribed to and acquired a Financing Service in respect of the Assignment which provides for payment upon invoicing).

The Freelancer will start to perform their Assignment as soon as they are given notice on the Marketplace that the Customer has transferred the required sums corresponding to the Price of the Assignment to the escrow bank account. Any Assignment started before the Price of the Assignment has been transferred to the escrow account will be at the Freelancer's own risk and peril. The Company shall not be liable to the Freelancer for any losses incurred as a result of work undertaken before the Freelancer has received notice to proceed from the Company via the Marketplace following receipt of the required sums into the escrow bank account or confirmation that the Customer has subscribed to and acquired a Financing Service in respect of the Assignment.

The Customer shall not request cancellation of any sums paid electronically through the Marketplace, by way of its financial institution (or otherwise), during performance of any Assignment. Notwithstanding the aforementioned provisions, a Customer which has subscribed for a Finance Service as part of the Additional Services is not required to provision for the Price of the Assignment up front and will pay the invoice for the Assignment respecting the usual payment deadlines and in accordance with the conditions provided for in said invoice.

3.2.4 Invoicing of the Assignment

Upon completion of the Assignment, an invoice is drawn up and issued by the Company in the name and on behalf of the Freelancer, in accordance with the Invoicing Mandate.

3.2.5 Validation of the Assignment

The Customer has a period of (15) fifteen calendar days as from notice, sent by the Company to the User account email address, to validate the Assignment on the Marketplace. By validating the Assignment, the Customer definitively waives any right it may have had to make any claim or take any other form of recourse it might have had against the Company regarding the payment made. In the absence of Validation within this period, and unless the Customer expressly indicates its intention to object to Validation of the Assignment, the Customer acknowledges that the Company may automatically validate the Assignment and release the amounts set aside for the Freelancer, without any prior formality.

3.2.6 Payment of the Freelancer

Validation of the Assignment by the Customer on the Marketplace results in final payment to the Freelancer of the invoice total, after deduction of the commission payable by the Freelancer to the Company.

3.2.7 Financing of the Freelancer's invoice by the Company's financial partners

By contracting an Assignment with a Customer who benefits from the additional Finance Service described in Article 3.1.1, Freelancers unconditionally agree to receive the financing of their invoices. The User entrusts the Company with the scheme to present their invoice to the Company's financial partners listed below. Thus, by accepting the General Terms and Conditions of the Marketplace, Users accept without reservation the general terms and conditions of sale of the below financial providers:

- Defacto: company specialising in no-cost cash advances of Freelancer invoices issued via the Marketplace through the provision of participatory loans for which GloPros stands surety, and according to the terms and conditions set forth in the general terms and conditions of sale available at https://stripe.com/legal/consumer.

- Billie: a company specialising in the repurchase of invoices from freelancers issued via the Marketplace, at no additional cost, and according to the terms set by the single purchase agreement as received by the freelancer with each financing.

- Aria: offers a system of immediate payment to the Freelancer through a service to repurchase the debt due to the Freelancer once the Freelancer has invoiced the Customer, according to the terms and conditions set out in the general terms and conditions of assignment of receivables available at https://stripe.com/legal/consumer.

The User undertakes to comply with the general terms and conditions described above where any financing services are provided by the relevant finance provider. For the avoidance of doubt, all financing services are provided by the relevant finance provider under a contract directly between the finance provider and the User and GloPros shall not be a party to such contracts or have any liability to the User in connection with any such financing services.

4. Access to the Marketplace and Services

Access to the Marketplace and Services is reserved exclusively for registered Users. Users undertake to take personal responsibility for setting up the IT and telecommunications equipment necessary to access the Marketplace. Telecommunications costs for connection to the Internet and use of the Marketplace are the sole responsibility of a User. Subject to the remainder of this Article, the Company shall:

• provide the Services that the User has contracted for with reasonable care and skill; and
• use reasonable endeavours to make the Marketplace accessible to Users on a 24/7/365 basis.

The Company reserves the right, without notice or compensation, to temporarily or permanently close the Marketplace and/or access to one or more Services in order to make updates or modifications to operational methods, servers and hours of accessibility, without this list being exhaustive. The Company reserves the right to make any modifications or improvements to the Marketplace and Services which it deems necessary or useful as part of the proper functioning of the Marketplace and its Services.

The Company shall not be responsible (and the Company shall not be in breach of its obligations) if a User is unable to access the Marketplace or any Services due to: (a) maintenance, support or upgrade of the Marketplace; (b) any acts of omissions of the User, including failures of the Users' systems (including hardware and software), networks (including connections and interfaces), or equipment; (c) if and to the extent the Company is entitled to restrict or disable access to the Marketplace or the Services, including pursuant to these Terms and Conditions; (d) general outages of the Internet or other commercially-available telecommunications networks; (e) any virus, worm, Trojan or other malware or malicious code or any denial of service or other system attack instigated by any person (other than the Company); or (f) any event outside of the Company's reasonable control.

The Marketplace is reserved solely for Freelancers and Customers and cannot be used by intermediaries or recruitment professionals acting on behalf of the final customer. In the event of breach of these access rules, in addition to the sanctions mentioned in Article 17 hereof, the Company reserves the right to limit access to its Services, in particular by limiting the possibility of contacting Freelancers on the Marketplace or using profile features. In addition to recalling the Marketplace’s usage rules set forth herein, this limitation of use of the Marketplace is not the subject of specific notice, in order to protect against any repeat of this breach of our conditions of use via a new user Account.

5. Price of the Services

5.1 Prices for Freelancer Services

If the business activity that entitles the Freelancer to practice is registered in the United Kingdom in accordance with the applicable local provisions, the Freelancer shall be exempt from the commission normally paid to the Company. The pricing schedule for applicable commissions can be accessed https://glopros.com/become-a-client/.

5.2 Price of Customer services

The Customer pays a commission to the Company for the provision of the Services, calculated on the basis of a percentage of the total Price of the Assignment excluding taxes. The pricing schedule for applicable commissions can be accessed https://glopros.com/become-a-client/.

5.3 Taxes

All sums payable by any User under the agreement are calculated exclusive of any taxes (such as VAT), fees, duties or other charges, and the User shall in addition pay an amount equal to any taxes (such as VAT), fees, duties or other charges chargeable on those sums on delivery of an appropriate tax invoice.

5.4 Interest

If a User fails to make any payment by its due date for payment then, in addition to GloPros’s other rights and remedies, interest shall accrue on the overdue sum in accordance with the UK Late Payment of Commercial Debts (Interest) Act 1998 (the “Late Payment Act”). If the Late Payment Act does not apply then interest shall accrue on the overdue sum from the due date until the date of payment (both before and after judgement) calculated and compounded daily, at a rate of 4% per annum above the Bank of England Base Rate from time to time (or 4% during any period that such base rate is below zero).

5.5 No Set-Off

All amounts invoiced by the Company shall be paid by the User in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Payment system

6.1 The Customer pays the Price of the Assignment by advance payment into an electronic bank account (escrow account). Advance payment is made by bank card via a secure online payment service or by bank transfer.

By way of exception to the requirement to pay the Price of the Assignment in advance as described above, where the Customer has subscribed to a Finance Service as part of the Additional Services in respect of the Assignment, the Customer will pay in accordance with the terms and conditions provided for in Article 3.2.3.

6.2 In order to set up the payment system, the Company has subscribed to the services of Stripe, an authorised electronic payment company, registered under the Address: 354 Oyster Point Blvd South San Francisco, CA, 94080-1912 United States (hereinafter "Stripe").

The Users enter directly into contracts with Stripe for advance payment and declare that they accept the Stripe terms and conditions available https://stripe.com/legal/consumer Stripe Credit Mutuel Arkea terms and conditions.

Receipt of funds in the context of advance payment into an electronic bank account does not constitute a bank deposit and does not bear interest.

7. User Content

7.1 The User alone is liable for any Content which they choose to upload to the Marketplace (“User Content”); the Company does not verify or control the User Content before it is uploaded. The User shall indemnify the Company on demand for all losses, liabilities, costs, claims and expenses incurred by the Company in connection with any User Content that breaches these Terms and Conditions or the terms of any other agreement between the User and the Company.

7.2 The User expressly warrants and undertakes not to publish any User Content which is insulting, inflammatory, disparaging, slanderous, racist, xenophobic, contrary to good morals, harms public policy or the legitimate interests of the Company, other Users or other third parties or which infringes, misappropriate or breaches any third party's rights (including any intellectual property rights, moral rights or other proprietary rights, or rights of publicity or privacy), or breaches any applicable law or regulation.

7.3 The User agrees to comply with any Marketplace acceptable use policy that the Company may issue from time to time, but the User acknowledges that the Company has no general obligation to review, monitor or verify any User Content. The Company may at any time review, withhold from distribution/publication, remove or disable access to any User Content that: (i) is in breach of applicable law, these Terms and Conditions or the Marketplace acceptable use policy; (ii) may be otherwise harmful or objectionable to the Company, other Users or third parties; or (iii) where the Company determines (in its sole discretion) that it is prudent to do so. Where the Company removes or disables any of Content, the Company will use reasonable endeavours to notify the User and provide the reasons for such a measure, unless such notification would: (i) prevent or impede the detection or prevention of fraud or other illegal activities; (ii) harm the legitimate interests of the Company, other Users or other third parties; or (iii) contravene applicable laws.

7.4 Users agree to cooperate with and assist the Company in good faith, and to provide the Company with such information and take such actions as may be reasonably requested by the Company with respect to any investigation undertaken by the Company or a representative of the Company regarding the use or abuse of the Marketplace.

8. Disputes

8.1 Cancellation of the Assignment by mutual agreement

In the event that the Assignment is cancelled by mutual agreement (whether at the initiative of the Customer or the Freelancer), the Company will refund to the Customer any part of the price of the Assignment that the Company holds to the extent that this exceeds the amounts (if any) required to be paid to the Freelancer and/or the Company in respect of the Assignment and/or the Services. Such repayment shall be made within 15 days after the Freelancer and the Customer have both confirmed to the Company that the Assignment has been cancelled.

8.2 Dispute between the Customer and the Freelancer

8.2.1 Informing the Company's Customer Service Department of a dispute.

In case of a disagreement between the Customer and the Freelancer on the quality of the service, the field, conditions or level of completion of the Assignment, the Customer and Freelancer agree to inform the Company via its customer services.

8.2.1 Attempted mediation

As from when the Customer and/or Freelancer refers a matter to us, the customer service department will act as mediator, for a maximum period of 45 days (hereinafter the "Mediation Period"), in an attempt to propose an amicable solution to settle their dispute.

During the Mediation Period, the Customer and the Freelancer undertake to make every effort to discuss and find an amicable solution to their dispute.

8.2.2 End of the Mediation Period

The Company will terminate the Mediation Period as soon as the Customer and the Freelancer have found an amicable solution to their dispute.If at the end of the Mediation Period, the Customer and the Freelancer have not managed to find an amicable solution to their dispute, the mediation period will end and the Company will cease to act as mediator in relation to the dispute. The Customer and the Freelancer will then be personally responsible for the settlement of their dispute.

If no agreement is reached during the Mediation Period, and if provision has been made for the Assignment by prepayment of a deposit into an escrow account, the Company will return said amount to the Customer after deduction of a lump-sum administrative fee of 90 euros, corresponding in particular to the costs incurred by the Company with the payment service providers as well as the cost of handling the dispute.

The request for the return of any sums paid by the Customer in advance into the escrow account in respect of the Price can only be made by the Customer at the end of the Mediation Period, by registered letter with acknowledgement of receipt sent to the Company's Customer Service Department at its registered office. The Company will return any sums paid by the Customer in advance into the escrow account in respect of the Price to the Customer within 15 days of receipt of said letter.

9. Undertakings

9.1 The User undertakes to access and use the Marketplace and the Services in accordance with laws in force and these Terms and Conditions and the terms of any other applicable agreement between the User and the Company.

9.2 The User undertakes to make and complete all the necessary declarations and formalities as are required: (i) to undertake their activities and obligations in connection with the use of the Marketplace and other Services and in relation to each Assignment; and (ii) to satisfy all legal, social, administrative and tax obligations and all specific obligations incumbent upon them, as may be relevant in accordance with the laws of England and Wales and/or any foreign legislation, in the context of the use of the Marketplace and other Services and the performance of each Assignment.

If asked, the User undertakes to immediately provide the Company with all supporting documents proving that they fulfil the conditions set forth in this Article. The User alone is responsible for the proper completion of the aforementioned formalities incumbent upon them. The Company cannot be held liable in this respect.

9.3 The User undertakes to make fair use of the Marketplace and Services, and in particular not to circumvent the Marketplace and its Services. The User undertakes not to contract with a Freelancer or Customer (as applicable) that is has connected with (or whose details it has obtained) through the Marketplace in respect of any Assignment outside the Marketplace.

In the event that any Users connected via the Marketplace subsequently contract for any assignment outside the Marketplace in breach of this Article 9.3, the Company will send the Customer an invoice for a lump-sum amount of EUR 2,000 as compensation (“Compensation Sum”), which the Customer undertakes to pay immediately upon receipt. The parties acknowledge that the Compensation Sum is proportionate when considering the Company's legitimate interest in performance.

Even if the Company becomes entitled to the Compensation Sum under this Article 9.3, the Company may obtain such other remedies as may be available to it, either under these Terms and Conditions or otherwise at law or in equity, including the right to terminate any agreement with the User (provided that any Compensation Sum paid shall operate to reduce any damages that the Company is entitled to claim in respect of any breach of this Article 9.3). Likewise, all Users undertake not to extract any content from the Marketplace for a similar or competing activity, or for recruitment purposes.

9.4 The Customer undertakes to provide any Freelancer with whom they enter into contact via the Marketplace with a sufficiently detailed Assignment offer which has been prepared and provided in good faith, with a view to obtaining a price proposal. All Assignment offers provided by the Customer through the Marketplace must be for a genuine Assignment.

In this respect, the Customer undertakes to ensure that the description in the Assignment offer is as accurate as possible and does not mislead the Freelancer when drawing up the Quote.

The Customer also undertakes not to use the Services and the Marketplace to promote their activity or that of a third party. In particular, without limiting the foregoing, the Customer undertakes not to send advertising messages to Marketplace Users or to solicit them.

9.5 The Freelancer undertakes to keep strictly confidential all exchanges with Customers as well as any information communicated to them or of which they become aware when contact is made via the Marketplace (which may or may not give rise to an Assignment. In particular, without limiting the foregoing, Users undertake not to share with any third party, either privately or on social media, any exchange, information or extract from a conversation on the Marketplace messaging service. Customers and Freelancers may sign additional Non Disclosure Agreement if needed.

9.6 The Freelancer undertakes to only propose its services and complete Assignments on the Marketplace in its own name. In particular, without limiting the foregoing, Freelancers undertake not to subcontract all or part of the Assignment to a third party. In the event that the Freelancer’s status is anything other than a sole trader or a personal service company (PSC), then the Director or chairman or partner of the structure, shall be entitled to invoice on the Freelancer's behalf. The Freelancer therefore undertakes to create a profile on the Marketplace and to complete the Assignment themselves.

9.7 The User undertakes to ensure that all information and documentation provided by it through the Marketplace and/or to other Users and/or to the Company from time to time is true, complete and accurate.

10. Liability

Liability of the Users

10.1 The User acknowledges and agrees that the User alone is responsible for any direct or indirect harm they may suffer due to inaccurate, incomplete and/or misleading information provided when registering or by failing to update this information, and accepts all consequences thereof. The User shall indemnify the Company demand against all losses, liabilities, costs, claims and expenses incurred by the Company in connection with any inaccurate, incomplete and/or misleading information provided by the User through the Marketplace and/or to the Company and/or to any other User from time to time.

10.2 The Customer acknowledges and agrees that the Customer alone is liable for the description of the Assignment for which they request a Quote from the Freelancer. In the event of an error in the Assignment description, the Customer alone will take responsibility for any necessary additional services and related extra charges by formalising an Assignment supplement with the Freelancer via the Marketplace.

10.3 In the Direct Model, the User acknowledges and agrees that the User alone is liable for entering into and performing the contracts regarding an Assignment entered into with another User via the Marketplace. In the Direct Model, the Company's only involvement is to establish contact. Conclusion and performance of these contracts, which takes place directly between a Freelancer and a Customer, are at the initiative and under the sole responsibility of the latter.

10.4 The Freelancer acknowledges and agrees that the tools and technical resources made available by the Company do not exonerate them from liability regarding the legal obligations incumbent upon them. In particular, the Freelancer acknowledges that they remain fully liable with respect to their legal and tax obligations regarding invoicing for initial and/or corrective original invoices issued in their name and on their behalf by the Company, notably concerning their declaration and payment obligations for VAT and in accordance with the Invoicing Mandate.

Liability of the Company

10.5.1 Under the Direct Model, the Company provides Freelancers and Customers with the tools and technical resources to enable them to contact one another in order to enter into a service agreement via the Marketplace. The Company's obligation to Users is limited to providing these resources as described herein and putting Freelancers and Customers into contact.

The Company gives no guarantee regarding the volume or value of business that a Freelancer may generate via the Marketplace and cannot be held liable for how often Freelancer profiles are presented on the Marketplace. The Company and the User are independent parties, each one acting in their own name and on their own behalf.The Company does not enter into any contract in the name and/or on the behalf of a Freelancer or Customer, the latter contracting directly on the Marketplace.

The Company cannot under any circumstances be considered as an employer of a User. As the Company is not party in any way whatsoever to the contracts for an Assignment entered into between Freelancers and Customers, the latter are solely liable for any difficulties, claims and disputes which may arise during conclusion and/or performance of said contracts. Consequently, each User holds the Company harmless from and against any liability regarding direct or indirect consequences resulting directly or indirectly from the establishment of relationships or conclusion and/or performance of such a contract between a Freelancer and Customer.

In this respect, the Company cannot be held liable for any cancellation of payment or withdrawal of direct debit authorisation at the sole initiative of the Customer, and the possible consequences thereof.

10.5.2 Under the Indirect Model

The Company shall be exclusively liable towards the Customer for any damages resulting from a breach of its obligations under the agreement to be concluded with such Customer. At all events, GloPros’s liability shall in no way be held, more than 18 months after the occurrence of the event for which it could be liable. The Company gives no guarantee regarding the volume or value of business that a Freelancer may generate via the Marketplace and cannot be held liable for how often Freelancer profiles are presented on the Marketplace. The Company and the User are independent parties, each one acting in their own name and on their own behalf.

The Company cannot under any circumstances be considered as an employer of a User.

10.6 The Company will undertake commercially reasonable checks regarding the content and validity of information and documents communicated by the Freelancers on the Marketplace when they are established in a country where GloPros owns an Entity. Nonetheless, the Company cannot be held liable in any way whatsoever for any acts of omissions of a Freelancer, including for breach or other default by the Freelancer of any obligations incumbent upon them, in particular in the context of the fight against concealed work and respect for transparency rules as well as any resulting damage.

Therefore, the Company cannot be held liable for false or misleading information or information which is not up-to-date communicated to it by the Freelancer.

Likewise, the Company reserves the right not to communicate messages from a User to another User, including in the circumstances referred to in Article 7, when they do not respect these Terms and Conditions, or where the Company reasonably determines that it is prudent to do so.

10.7 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including any liability for: (i) death or personal injury caused by a party’s negligence; (ii) a Party’s fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). In addition, nothing in these Terms and Conditions shall limit the User's payment obligations under these Terms and Conditions.

10.8 For the purposes of this Article 10, “Liability” shall mean any liability of the Company to the User under or in connection with the Terms and Conditions, the agreement formed in accordance with these Terms and Conditions, the Assignments and any agreements between the Company and the User in respect of such Assignments, the Services, and/or the Marketplace and whether arising in contract (including under any indemnity), tort (including negligence) or otherwise howsoever.

10.9 Subject to Articles 10.7 and 10.12, the Company's maximum aggregate Liability to the User (when taken together in aggregate and not per claim) whether under the Direct or Indirect models or other terms, shall be limited to and shall not exceed 500,000 pounds Sterling.

10.10 Subject to Article 10.7, the Company shall not have any Liability for claims made more than eighteen (18) months after the occurrence of the breach or other event that would otherwise have given rise to liability for the Company.

10.11 This Article 10 shall continue to apply in the event of nullity, resolution, termination, or cessation, for any reason whatsoever, of the agreement between the parties and/any Assignment.

10.12 Subject to Article 10.7, the Company shall not have any Liability to the User for any:

10.12.1 direct or indirect (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; or (vii) losses arising as a result of business interruption; or

10.12.2 indirect or consequential losses.

10.13 A User shall use best endeavours to mitigate any Liability (including any loss or damage) that a User may suffer or incur, including that a User shall take any actions likely to be reasonably necessary to ensure the Liability (including any loss or damage suffered or believed to be suffered) does not worsen. No compensation shall be paid for any Liability (including any loss or damage) which a User seeks to recover when it was in a position to avoid or limit such Liability (including any loss or damage).

10.14 The express terms detailed in these Terms and Conditions are in lieu of all warranties, conditions, terms, undertakings and other obligations that would otherwise by implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are expressly excluded except for the terms (if any) implied by section 12 of the Sale of Goods Act 1979 or s2 of the Supply of Goods and Services Act 1982.

11. Freelancer Insurance

11.1 The Company took out a “third-party liability for businesses - service providers with Markel to allow Freelancers to benefit from insurance cover in the context of the Assignments performed by them via the Marketplace, pursuant to the conditions stipulated in the policy.

This insurance covers the Freelancer as from validation of the price proposal by the Customer.

11.2 The details of the Insurance Policy cover (in particular nature, limits, excess etc.) and special terms and conditions of cover of the Insurance Policy taken out by the Company can be accessed here The Insurance Policy terms and conditions, also applicable, can be accessed here. By accepting these Terms and Conditions, Freelancers declare that they have familiarised themselves therewith.

The Freelancer acknowledges and accepts that in the event of a dispute covered by the Markel policy taken out in their name and on their behalf by the Company, they will owe the latter the excess provided for in the special terms and conditions. The Freelancer gives their authorisation for this amount to be debited by the Company from any amount which may be due by the Customers for the Assignment completed via the Marketplace.For information purposes, and without any such provision adding to or taking away from the special terms and conditions or general terms and conditions of the AXA policy taken out.

11.3 The Company cannot be held liable in the event of non-application of the Markel policy to any damage whatsoever. The Freelancer also acknowledges that they are free to take out their own third-party liability insurance in their name and on their behalf, in particular in order to extend the field and/or geographic and/or temporal scope of application of the Markel policy cover taken out by the Company or reduce the amount of the excesses stipulated.

12. Personal data

12.1 The manner in which data related to the use of the Marketplace and any other interaction with the Company is processed is explained in the Data Protection Policy available https://glopros.com/privacy-policy/. This data protection policy also clarifies the rights of data subjects to access or request rectification, erasure or portability of or to limit access to personal data. The Company has appointed a data protection officer who is available to answer any questions Users may have regarding the protection of personal data at GloPros sent by email to privacy@glopros.com and by post to DPO GloPros BV, Herengracht 52-F, 1015BN, Amsterdam, the Netherlands.

12.2 Cookies

For the proper functioning of the Marketplace and the Services, cookies may be installed on the User's device when they access the Marketplace. Cookies are small text files that are stored on the browser or device by Internet marketplaces, applications, online media and advertisers.

The Company has a cookie use policy available at this address: https://glopros.com/privacy-policy/ which describes the different categories of cookies that the Company uses and specifies the reasons for their use. The list of third-party cookie vendors is provided for informational purposes only and is not exhaustive. This policy also explains how to set your cookie preferences.

13. Intellectual Property

13.1 Rights in the Marketplace and Content

13.1.1 The Marketplace (including each of the elements comprising it) and any Company content and/or content licensed or authorised for use by or through the Company from a third party ("Company Content"), including any information, data, images, videos, photographs, brands, logos, trade names and domain names, are the exclusive property of the Company or its partners. For the avoidance of doubt, any databases that are accessible on or via the Marketplace shall be Company Content.

13.1.2 The Marketplace and the Company Content may contain intellectual property rights and and/or other similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

13.1.3 A User is only granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access the Marketplace and view any Company Content and User Content (subject to Article 14.1.4) that is made available to the User by the Company or through the Marketplace, in each case solely in connection with the User's receipt of the Marketplace and Services.

13.1.4 Notwithstanding anything to the contrary, except for Customer reviews provided by other Freelancers pursuant to Article 7.5, Freelancers are not granted any licence to any Content submitted to the Marketplace by any other Freelancers. Unless expressly otherwise agreed in writing, a Freelancer shall not access or use, nor seek to access or use, any Content submitted to the Marketplace by any other Freelancer. If a Freelancer does access any such third party Freelancer Content (whether deliberately or by accident), the Freelancer shall not use any such third party Freelancer Content and shall immediately: (i) cease such access and destroy any copies of such Freelancer Content in the Freelancer's possession or control; and (ii) notify the Company in writing of the third party Freelancer Content that you accessed and the circumstances in which you accessed such third party Freelancer Content.

13.1.5 Users will not will not use, copy, adapt, modify, distribute, license, sell, rent, lease, transfer, publicly display, publicly perform, transmit, broadcast, make derivative works of, translate, merge, adapt, vary, alter, modify, disassemble, de-compile, attempt to derive the source code of, reverse engineer or otherwise exploit any part of the Marketplace or any Company Content or User Content, except as expressly permitted in these Terms and Conditions. No licenses or rights are granted to any User by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the licenses and rights expressly granted in these Terms and Conditions.

13.1.6 Any reproduction or representation, in full or in part, of the Marketplace or any Company Content or User Content, without the Company’s authorisation, is prohibited and constitute a breach of the User’s obligations under the Terms and Conditions (and any agreement in which they are incorporated); and an infringement of the Company’s and/or its licensors rights, which may include an infringement or the Company's and/or its licensors rights by law including under the Copyright, Designs and Patents Act 1988.

References to intellectual property rights include copyright and related rights, trade marks, service marks, business names, rights in get-up and trade dress, patents, rights in designs, database rights and the rights to use and protect the confidentiality of confidential information (including know-how and trade secrets).

13.2 User content

13.2.1 By uploading, posting or otherwise making available any User Content on or through the Marketplace (including by creating a profile or leaving reviews and recommendations on profiles), the User grants to the Company a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to such User Content to access use, distribute, host, store, copy, reproduce, communicate, publish, transmit, modify, adapt, prepare derivative works of translate, display and otherwise exploit in any manner such User Content to provide and/or promote the Marketplace and provide the Services, in any media or platform (including on the Marketplace, social media, blogs operated by the Company and/or any other media (in particular physical and digital media, press kits and sales, promotional and/or advertising materials)) by any means, including for the purpose of operating, improving, promoting, marketing or advertising the Services and the Marketplace or setting up partnerships. Insofar as User Content includes personal information, such Supplier Content will only be used in accordance with Article 12. Unless a User provides specific consent, the Company does not claim any ownership rights in any User Content and nothing in the Terms and Conditions will be deemed to restrict any rights that a User may have to use or exploit the User's own Content.

13.2.2 Each User is solely responsible for all User Content that the User makes available on or through the Marketplace. Accordingly, the User represents and warrants that: (i) the User is either the sole and exclusive owner of all User Content that the User makes available on or through the Marketplace or the User has all rights, licenses, consents and releases that are necessary to grant the Company the rights in and to such User Content, as contemplated under these Terms and Conditions; and (ii) neither the User Content nor the User's posting, uploading, publication, submission or transmission of the User Content or the Company's or any other User's use of the User Content (or any portion thereof) as contemplated under these Terms and conditions will infringe, misappropriate or breach a third party's intellectual property rights, moral rights or other proprietary rights, or rights of publicity or privacy, or result in the breach of any applicable law or regulation.

14. Hypertext links

14.1 The User is authorised to create one or more hypertext links directing, for example, to the Marketplace homepage or profile page in the case of a Freelancer.

Users undertake not to create any link towards websites which are not compliant with legislation in force or which may harm the interests, reputation and/or image of the Marketplace and the Company.

In any case, the Company reserves the right to withdraw this authorisation at any time if it deems that the link established with the Marketplace is likely to harm its interests, reputation and/or image.

The existence of a hypertext link from a third-party website towards the Marketplace cannot under any circumstances imply cooperation and/or a partnership between the Marketplace and this third-party site. The Company has no control over the third-party websites and consequently does not accept any liability for content and products and/or services available on or from these third-party websites, including a hypertext link to the Marketplace.

14.2 The Marketplace may contain links to the Company's partner websites or to third-party websites. The Company has no control over these websites and consequently does not accept any liability regarding the availability thereof, their content and the products and/or services available on or via these third-party websites.

The Company cannot be held liable for the direct or indirect damage which may be caused when a User accesses the partner’s and/or third-party’s website and uses content and products and/or services on this third-party website.

Regulation of the use of APIs

The Company provides Users with APIs allowing the use of their data via a security token. This token can be used directly or transmitted to third party applications in order to use the information they have entered on their profiles in addition to that which has resulted from the application of Marketplace Services.

The User's choice in utilizing these APIs and the consequent sharing of their data remains exclusively of their own initiative and responsibility.

The Company is committed to taking all technical and organizational measures necessary to ensure the safety of this data but cannot be held responsible for the User's data once entrusted to a third party within the context of using the token.

15. Term, termination and sanctions

15.1 Right to terminate

The agreement formed pursuant to these Terms and Condition is entered into for an indefinite term as from acceptance of these Terms and Conditions.

Any use of the Marketplace and Services contrary to the Terms and Conditions and/or laws and regulations in force entitles the Company to terminate or suspend, without notice, the agreement and/or User’s Account and/or to refuse the User access to all or part of the Marketplace, without prejudice to any damages which the Company may be entitled to claim. Without limiting any other rights that the Company may have, the Company may also, five (5) days after informing the User via the messaging service, automatically close the User’s suspended Account without any compensation being due for any reason whatsoever.

These measure can notably be enforced in the following cases:

- communication of false information by the User (documents, location, experience...);

- abusive language towards a User or a Company employee;

- unfair use and/or circumvention of the Marketplace, including contracting for a Assignment outside the Marketplace;

- subcontracting Assignments which are entrusted to a Freelancer, employees or third parties;

Likewise, in the event that the User is the subject of repeated disputes or reports from Customers to the Company’s Customer Services, the Company will be entitled to delay visibility of the content hosted on search engine results, suspend or close their account.

In addition to the Company's rights to terminate above, without limiting any other rights that the Company may have, the Company may terminate andy/all agreements between the Company and the User that incorporate these Terms and Conditions (in whole in part in the Company’s sole discretion) with immediate effect (or on such longer notice as the Company may specify in it sole discretion) by giving written notice to the User if:

• the User has failed to pay any sums that are due under or in connection with any such agreements or any Assignment (including sums owed by the User to the Company or to any Freelancer in respect of any Assignment) on their last due date for payment and they remain outstanding at the point that such notice is issued;
• the User suffers an event of insolvency, including if: (i) the User takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; (ii) the User suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (iii) the User's financial position deteriorates to such an extent that in the Company's opinion the User's capability to adequately fulfil its obligations under the Framework Agreement has been placed in jeopardy; or (iv) any event occurs, or proceeding is taken, with respect to the User in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned at (i) to (iv) of this Article.

15.2 Consequences of Termination

If the agreement formed by these Terms and Conditions is terminated for any reason, this shall not terminate any Assignments that are in force as at the day of the termination (or any agreements under which they are to be performed, and they will continue in force until completion of their respective terms. The provisions of these Terms and Conditions (including the Company’s rights to any payments in respect of Assignments) shall continue to apply to such Assignments notwithstanding the earlier termination of the agreement or any Assignments.

Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Nor shall it affect the coming into force of continuation in force of any provision that is expressly stated or impliedly intended to come into force or continue in force following termination.

On termination of any agreement between the User and the Company, the User shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest. In respect of services supplied but for which no invoice has been submitted under such agreement, the Company shall submit an invoice, which shall be payable by the User immediately on receipt.

15.3 Customer Services

For any questions or information regarding the Marketplace and Services, the User may contact the Company via the "contact" section on the Website or by sending an email to the following address : support@glopros.com

15.4 Severance

If any provision or part-provision of the Terms and Conditions (or any agreement that they are incorporated into) is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms and Conditions (or the relevant agreement). If any provision or part-provision of the agreement is deemed deleted under this Article 19, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6 Waiver

A waiver of any right or remedy under the Terms and Conditions (or any agreement that they are incorporated into) or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under Terms and Conditions (or any agreement that they are incorporated into) or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms and Conditions (or any agreement that they are incorporated into) or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.7 Amendments to the Terms and Conditions

The Company reserves the right to amend all or part of these Terms and Conditions at its sole discretion.

When a User continues to use the Marketplace after amendments have been made thereto, they are deemed to have accepted said changes.

If the Company makes significant changes, it will notify Users by reasonable means, for example, by posting notice of such changes on the Marketplace or by sending an informative email to Users.

16. Anti-Bribery and Modern Slavery

16.1 In performing its obligations under the Terms and Conditions or any agreement in which they are incorporated, each party shall:

16.1.1 comply with: (i) all applicable anti-bribery and anticorruption laws, including the Bribery Act 2010; and (ii) all applicable anti-slavery and human trafficking laws, including the Modern Slavery Act 2015;

16.1.2 have and maintain in place appropriate policies and procedures to ensure its compliance with Article 22.1.1; and

16.1.3 not engage in any activity, practice or conduct that would constitute an offence under the Bribery Act 2010 or sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

16.2.1 The parties shall promptly report to the other each any request or demand for any undue or other financial or other advantage of any kind received by it in connection with the performance of the Terms and Conditions and any agreement in which they are incorporated.

17. Contractual documents and conflicts

The contractual relations between the User and GloPros are governed by the following documents, ranked in order of priority (highest first):

• any separate agreement signed between the Company and the relevant User (detailing the applicable terms for Direct or Indirect models)
• The Terms and Conditions

In case of contradiction or discrepancy between any of the contractual documents, the higher-ranking document shall prevail over the lower-ranking document. The contractual documents listed above constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the agreement(s) above it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreements described above. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement based on any statement in the agreements described above. Nothing in this Article shall limit or exclude any liability for fraud.

18. Notices

The User acknowledges and accepts that any notice pursuant to these Terms and Conditions can be given using the contact email address entered when creating an Account on the Marketplace.

18.1 Interpretation

In these Terms and Condition: (i) the singular includes the plural and vice versa; (ii) reference to one gender includes a reference to all genders; (iii) any reference to "including" shall mean "including without prejudice to the generality of the foregoing phrase or term"; (iv) any undertaking by a party not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing; (v) any references to any person includes that person’s permitted successors and assigns; (vi) references to any agreement or document (or any part of them) are to that document or agreement (or part of them) as amended, extended or replaced from time to time; (vii) references to any statute, or to any statutory provision, statutory instrument, order or regulation made under it includes that statute, provision, instrument, order or regulation as amended, modified, consolidated, re-enacted or replaced from time to time; and (viii) references to any statute or statutory provision include all statutory instruments, orders, regulations and other subordinate legislation and binding rules made pursuant to that statute or statutory provision.

18.2 Relationship

Except for the limited rights of the Company to act as agent on behalf of a User as expressly detailed in these Terms and Conditions, no joint venture, partnership, employment, or agency relationship exists between the Company and a User as a result of the agreement or a User's use of the Marketplace or Services.

18.3 Assignment

The User shall not, without the Company's prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement.

18.4 Third party rights

The Terms and Conditions (and any agreement in which they are incorporated) does not confer any rights on any person or party (other than the parties to the agreement concerned and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Third Party Rights Act”) and the provisions of the Third Party Rights Act are expressly excluded.

18.5 Remedies

Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions (and any agreement in which they are incorporated) are in addition to, and not exclusive of, any rights or remedies provided by law.

18.6 Variation

Subject to Article 21, no variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Governing law and jurisdiction

These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms and Conditions or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The parties agree to submit any dispute regarding the formation, conclusion, interpretation and/or enforcement to the exclusive jurisdiction of the courts of England and Wales.

Version effective as from 14th of september 2023