Thank you for using Proteus. These terms and conditions of use apply to Customers and Users use of the Platform and Services. If something on this page leaves you confused, just email us at firstname.lastname@example.org and we’ll happily explain it.
If you have experienced technical problems while using the Platform and Services please also email us at email@example.com.
- These terms and conditions (the “Terms”) govern the agreement between Xergy and both their Customers and Users (defined below), and their access to and use of the Proteus web app, the website xergy.com, and the Proteus mobile app (together with the “Platform”) and any products and services of whatever nature (whether existing now or in the future) made available by Xergy through the Platform (the “Services”).
- The Platform and Services are solely owned and operated by Xergy Group Limited, 25 Rubislaw Terrace, Aberdeen, AB10 1XE, UK (“Xergy“). Xergy is a limited liability company incorporated in Scotland under company number SC610556 and with VAT number 315096024.
- “Customer” in these Terms shall mean the person or company that purchases the Services from Xergy on behalf of Users.
- “User” in these Terms shall mean any individual who is authorised to use the Platform by or on behalf of a Customer. For the avoidance of doubt, an individual Customer may also be a User under these Terms.
- Please read these Terms carefully before using the Platform. If Customers do not agree with the Terms, neither they, nor their Users, will be able to use the Platform. By accessing the Platform, Customers agree to comply with and to procure that their Users will comply with, and be bound by the Terms, including the Product Description, Subscription Plans, and Support Services, which are referred to in these Terms. In the event of any conflict between the Product Description, Subscription Plans, and Support Services documents and these Terms, the following order of precedence shall apply (i) Product Description; (ii) Subscription Plans; (iii) Support Services; and, (iv) the Terms. A description of the Platform is provided in the following link https://xergy.com/proteus/proteus-product-description/ (the “Product Description“).
- Unless explicitly stated otherwise, any new features that augment or enhance the Platform, and/or any newly added Service(s) will be subject to these Terms.
- Only persons aged 18 years or over may access the Platform and use the Services and all Users warrant that they are 18 years of age or over.
- Xergy may amend these Terms, and the other documents referred to in these Terms, from time to time.
USER ACCESS TO THE PLATFORM
- Subject to compliance with the Terms, Xergy hereby grants the User a limited, non-exclusive, non-sublicensable, non-assignable, revocable, right to use the Platform on the device on which they install or use the Platform and any supporting documentation for the sole purpose of their own professional or business purposes for as long as their Account is in operation.
- Users shall not:
- use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, or transmit any material that is defamatory, offensive, or otherwise objectionable in relation to the use of the Platform;
- use the Platform in a way that could damage, disable, overburden, impair, or compromise Xergy’s systems or security or interfere with other Users or Customers;
- decompile, disassemble, translate, reverse engineer, or otherwise attempt to derive source code from any portion of the Platform, in whole or in part, nor will User use any mechanical, electronic, or another method to trace, decompile, disassemble, or identify the source code of the software or encourage or permit others to do so;
- sell, sublicense, rent, lease, distribute, market, or commercialize the Platform or any modified version or derivative work thereof for any purpose, including service bureau purposes or as a service offering primarily designed to offer the functionality of the software;
- create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify, or provide access, permissions, or rights that violate the technical restrictions of the Platform;
- act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform, or any related operating system used for the Services;
- remove any product identification, proprietary, copyright, or other notices contained in the Platform;
- modify or create a derivative work of any portion of the Platform;
- access or use the Platform in violation of any applicable law or regulation; or,
- publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Platform.
- Xergy will make reasonable endeavours to maintain User access to the Platform, subject to compliance with these Terms, but Xergy does not guarantee that the Platform, or any content on it including the Services, will always be available or be uninterrupted. Xergy shall not be liable to Users or Customers if the Platform or the Services are unavailable, either in whole or part, at any time for any reason.
- Xergy shall attempt to make any descriptions or information provided to Users and Customers as accurate as possible, but they do not warrant that any content on the Platform is accurate, complete, reliable, current, or error-free. Under no circumstances will Xergy be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the Platform.
- Where relevant, Customers shall ensure that insofar as they purchase any Plans or Services on behalf of a User, that that User will comply with these Terms and the Customer shall be liable for any acts or omissions of any said User that constitutes a breach of these Terms.
- Subject to these Terms, all Users must open an account on the Platform in order to access the Services (an “Account“). Customers may open an Account on behalf of a User where they have purchased the Services on their behalf and have the appropriate authority to do so. Once Account registration has been verified, Users will be able to access the Platform according to the Plan that their Account is subscribed to (see “Subscription Plans and Payment” below).
- Users agree to provide true, accurate, current, and complete information about themselves, and Customers agree to provide true, accurate, current, and complete information about any User for whom they create an Account (the “Account Data”). Users agree to maintain and promptly update the Account Data on their Account to keep it true, accurate, current, and complete.
- Users and Customers warrant that they have the right to use and share any material that they upload to the Platform.
- Xergy shall have the right to suspend or terminate any User Account without notice if they have reasonable grounds to believe that:
- the Account Data is untrue, inaccurate, out of date, or incomplete in a material way;
- the Account is registered using an invalid email address or an email address that belongs to someone else;
- more than one Account is opened with the same email address; or,
- a User has given access to their Account to another individual or that there are multiple individuals accessing one Account.
- Users will receive service emails about their Account to the email address that is registered to their Account. Xergy may also send marketing communications to both Users and Customers, which they may opt out of at any time.
- Users will need to create a password in order to access their Accounts, which must be kept secure at all times. It is the responsibility of each User to maintain the security of their Account access and each User will be responsible for any damage or losses caused by unauthorised access resulting from their failure to keep their password secure. Xergy strongly recommends that Users choose a unique password and accept no liability whatsoever where a third party accesses an Account using the User’s password. Users agree (and Customers agree to ensure that any User associated with them agrees) to:
- immediately notify Xergy if they become aware of any unauthorised use of their password or Account or any other breach of security by contacting Xergy at firstname.lastname@example.org
- Users are advised to keep backups of material uploaded or shared on the Platform. Xergy will not be responsible for keeping backups or for the loss of, deletion, or corruption of any material used in connection with the Platform or Services.
- There is no charge for opening an Account, although Users may have access to a paid-for Plan where this has been purchased by a Customer on their behalf in accordance with clause 4.2.
- Notwithstanding anything to the contrary in these Terms, Xergy may monitor Users’ use of the Platform and the Services and collect and compile statistics in an aggregated and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Platform and the Services (“Aggregated Data“). All right, titles, and interests in the Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Xergy. Users and Customers acknowledge that Xergy may compile Aggregated Data based on information input into the Platform. Users and Customers agree that Xergy may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law provided that such Aggregated Data does not identify any User, Customer, or their confidential information.
SUBSCRIPTION PLANS & PAYMENT
- Users and Customers agree that Xergy reserves the right to charge a fee for the Services available to Users as described in clause 4. (the “Fees”) and to change any applicable Fees from time to time at its sole discretion in accordance with clause 4.
- Customers may wish to subscribe to certain Services on the Platform which are available for a Fee and make access to these Services available to their affiliated Users (“Plans“). Details of available Plans can be found here: https://xergy.com/proteus/price/ When Customers subscribe to a Plan, they will be notified of the applicable charges and will be invoiced accordingly. Payment by credit card or debit card is possible. Any charges for the Plan requested will be charged to the Customer’s nominated payment method.
- Xergy may at its sole discretion offer the option to benefit from additional services and/or discounts to the advertised Fee for each Plan.
- Customers agree to pay the Fees in connection with any Plan purchased by them (including all and any applicable taxes) at the prices in effect when the Fees and/or other charges are incurred. Thereafter each Plan will renew automatically in accordance with the term stipulated in the Subscription Plan and the appropriate Fees will be charged on each date of renewal. Xergy will bill all Fees and charges automatically to the Customer’s nominated payment method.
- From time to time Xergy may at its sole discretion offer a free trial period for a Plan. When signing up for the free trial period Customers will be required to provide credit or debit card payment details.
- Xergy reserves the right to change the Fees and/or introduce new charges in addition to the Fees. It will give Customers at least 10 business days’ notice in advance of such changes and the new Fees will apply from the Customer’s next renewal date.
- The Services available to Users are subject to change. Xergy may modify, withdraw, amend, or add to any Services or other offers or arrangements or impose any requirements or restrictions relating to the use of the Plans. Xergy will give Customers at least 10 business days’ notice in advance of such changes.
- Customers may cancel a Plan at any time through the Platform, or by contacting Xergy by email at email@example.com, which will stop any auto-renewal of that Plan. Please note that Xergy must receive any notice of cancellation at least 5 working days before the date of the automatic renewal otherwise the Customer will be charged the applicable Fee for the next subscription period. In the event that a Customer cancels a Plan, any associated Users will also lose access to that Plan at the end of the current renewal period.
- Should the Fees not be paid on the date of renewal Xergy will notify the Customer and provide a 30-day grace period during which the Platform will be available to associated Users. If payment of the Fees remains outstanding at the end of the 30-day grace period User access to the Platform will be removed other than to the payment section which will remain available to Customers for a period of 60 days to allow them to make payment of outstanding Fees. In the event that Fees are not paid on the date of renewal, Xergy reserves the right to charge interest to the Customer on the overdue amount at the rate of 3% above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the renewal date until the date of actual payment of the overdue amount. Customers must pay Xergy any interest together with the Fees due. On receipt of payment of any outstanding Fees, Xergy will reinstate access to the Platform and the Services for the Customer’s Users.
- There shall be no cash or redemption value for any part of the Plans. No refunds of payments are permissible at any time or at any point unless otherwise provided for in these Terms
The Services and the Platform will be maintained only by Xergy and their approved sub-contractors. Further information about the support available for the Platform and the Services is available here: https://xergy.com/proteus/customer-success/
- Users are responsible for maintaining the security of their devices, and their password relating to the Platform.
- Xergy will maintain appropriate administrative, physical, and technical safeguards designed to protect all data provided on the Platform.
SUSPENSION AND TERMINATION
- Xergy reserves the right to cancel or suspend any User’s access to their Account, the Platform, and/or the Services if it has reason to believe that the User has failed to comply with these Terms.
- In the event that Xergy suspends User access to their Account, the Platform or the Services it shall use commercially reasonable endeavours to provide notice of such suspension to the affected User and any associated Customer, and to provide updates regarding resumption of access to that User’s Account, the Platform or the Services. Xergy shall use commercially reasonable endeavours to resume providing access to the User as soon as reasonably possible after the event giving rise to the suspension is cured. Xergy will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the suspended User, any other User, or any affected Customer may incur as a result of a suspension.
- In the event that Xergy terminates access to a User’s Account, the Platform, or the Services:
- all rights to use the Platform and the Services shall be immediately terminated;
- that User must immediately cease any and all use of the Platform and the Services; and,
- that User must destroy and/or delete all copies of the Platform and the Services in their possession or within their control.
- For the purposes of this clause 7 the following terms shall have the following meanings: Controller, Personal Data, Processor, Personal Data Breach, Supervisory Authority, process, processing, processed and Data Subject shall have the meanings given under Data Protection Laws; and,
Data Protection Laws mean all laws that relate to data protection, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679.
- Insofar as Xergy acts as a Processor on the Customer’s behalf, it (without prejudice to its responsibilities as a Controller) shall:
- only be entitled to Process Personal Data for the duration of the Terms unless otherwise expressly provided, in which case the Processing shall only last as long as is necessary under (and fully in compliance with) the Data Protection Laws (the “Duration“) and only to the extent necessary for the provision the Platform and/or Services to the Customer and it’s associated Users (the “Purpose“). The subject matter of the Processing of Personal Data is the Platform and the Services (the “Subject-Matter“) and the nature and purpose of the Processing is the Purpose. The Data Subjects whose Personal Data Arnlea is entitled to Process are the Users (the “Categories of Data Subjects“), and the types of Personal Data which Xergy may Process are those types of Personal Data as necessary for the fulfillment of the Terms (the “Type of Personal Data“);
- taking into account the nature of the processing, implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure;
- process Personal Data only on the Customer’s instructions and as set out in these Terms, except to the extent that any processing of Personal Data is required by applicable laws;
- notify the Customer where it reasonably believes any of the instructions in respect of the processing of Personal Data infringe any Data Protection Laws or any other applicable laws;
- at the Customer’s expense, assist them in their compliance with their obligations under Data Protection Laws in respect of security of processing, carrying out data protection impact assessments (as defined in Data Protection Laws), remedial action to be taken in response to a Personal Data Breach (including notifying Personal Data Breaches to the Supervisory Authority and affected Data Subjects) and consulting with the Supervisory Authority regarding high risk Processing, in each case insofar as it is able taking into account the nature of the processing and the information available to us;
- ensure that its personnel who are authorised to process the Personal Data have committed themselves to confidentiality;
- not appoint a sub-processor without giving the Customer prior written notice of such appointment of no less than 30 Business Days;
- not transfer Personal Data to a country or territory outside the United Kingdom and European Economic Area except with the Customer’s prior written consent or on its instructions;
- insofar as it relates to the Personal Data of Users associated with a Customer, notify that Customer without undue delay if Xergy receives any: (i) request from a Data Subject to access that Data Subject’s Personal Data; (ii) complaint or request relating to the Data Protection Laws and/or (iii) correspondence from a Supervisory Authority;
- insofar as it relates to the Personal Data of Users associated with a Customer, notify that Customer in the event Xergy becomes aware of any Personal Data Breach;
- unless otherwise required by Data Protection Laws, Xergy shall delete, at the Customer’s sole discretion, all Personal Data upon the termination of the processing activities carried out under these Terms; and
- provide to the Customer, at its request, evidence of Xergy’s compliance with this clause and the Data Protection Laws in general.
- The provisions of this clause 7 shall survive termination or expiry of the Terms.
- Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Terms. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause; and
- as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms.
- This clause 8 shall survive termination of the Terms.
INTELLECTUAL PROPERTY RIGHTS
- The Platform, Services, and any documentation or materials relating to them, are owned by Xergy and are protected by copyright, trademarks (both registered and unregistered), database rights, design rights, and other intellectual property rights.
- By using the Platform and agreeing to these Terms, Users and Customers do not acquire any intellectual property rights in the Platform, services, or any associated documentation or materials, whether implied or expressed. Users and Customers may not use any of the intellectual property rights in the Platform, services, or any associated documentation or materials other than in accordance with the rights granted in these Terms.
- Xergy acknowledges that Users and Customers own all rights, titles, and interests, including all intellectual property rights, in and to the information uploaded by them to the Platform (“User Data“). Users and Customers hereby grant to Xergy a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Xergy to provide the Platform and Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Data.
- If any User or Customer sends or transmits any communications or materials to Xergy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Xergy is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Users and Customers hereby assign to Xergy all rights, titles, and interests in, and Xergy is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Xergy is not required to use any Feedback.
- Customers and Users agree to indemnify and hold Xergy, and any of its parents, subsidiaries, affiliates, associated companies or any of their respective directors, officers, limited liability company members, employees, agents or service providers, harmless against any loss, damage, claim, cost or liability that arises out of any claim asserted by a third party that involves, arises out of, relates to, or concerns in relation to the Platform and/or the Services caused by that Customer or User’s breach of these Terms.
- In the event that a Customer initiates a dispute with its payment card issuing bank Xergy will become liable for a non-refundable administration fee. Should the Customer’s dispute be successfully challenged by Xergy or withdrawn by the Customer, the Customer agrees to indemnify Xergy and pay to it this administration fee in full. Xergy reserves the right to suspend access to Accounts associated with this Customer until such time as such costs are paid. Before a Customer disputes any charge with its issuing bank it is encouraged to contact Xergy at firstname.lastname@example.org.
LIMITATION OF LIABILITY
- Xergy will use reasonable skill and care to provide the Platform and the Services in accordance with the specifications set out in these Terms, however:
- the Platform and the Services are provided on an “as is” and “as available” basis; and Xergy cannot and does not make any warranties, claims or representations with respect to the Platform or the Services including, without limitation, quality, performance, non-infringement, merchantability or fitness for use for a particular purpose. Xergy does not represent or warrant that availability or use of the Platform or the Services will be uninterrupted, timely, secure, error-free or virus-free. Xergy cannot accept responsibility or liability for a failure of a User’s internet provider or mobile network, or any losses or damage suffered as a result, as this is outside of Xergy’s control.
- Xergy will use reasonable endeavours to ensure that the Platform and the Services do not contain or promulgate any viruses or other malicious code. However, it is recommended that Users should virus check all materials used in connection with the Platform and the Services and regularly check for the presence of viruses and other malicious code. Xergy excludes to the fullest extent permitted by applicable laws all liability in connection with any damage or loss caused by computer viruses or other malicious code originating or contracted from the Platform or the Services.
- Users and Customers should note that the transmission of information via the Internet is not completely secure. Although Xergy takes appropriate technical and organisational measures to guard against unauthorised or unlawful processing of User and Customer information and against loss or destruction of, or damage to, that information, Xergy cannot guarantee its security. Any transmission of information is at the User’s or Customer’s own risk. Xergy is not responsible for the circumvention of any settings or security measures contained on the Platform and it excludes to the fullest extent permitted by applicable laws all liability in connection with the circumvention of any settings or security measures contained on the Platform.
- Xergy will not be liable for any fault in the Platform or Service unless a claim is notified to it via the Platform or by email to email@example.com within 28 days of the fault, or when the User or Customer ought to have been aware of the fault. In the case of a valid claim, Xergy may choose to refund to the Customer the Fee paid for the Platform and/or the Service (or an appropriate proportion of such Fee). Xergy will have no further liability to the Customer or any associated User in respect of the matters referred to in this clause.
- Xergy, its agents, directors, officers, shareholders, employees and subcontractors will not be liable to Users, Customers, or anyone else, whether in contract, tort (including negligence, breach of statutory duty, or another tort) or otherwise:
- for any loss of revenue, data, sales or business, agreements or contracts, anticipated savings, profits, opportunity, goodwill or reputation, or for any business interruption; for any loss or corruption of data; or
- for any indirect, special, or consequential loss, damage, costs, or other claims, howsoever caused or arising, including where arising directly or indirectly from any failure or delay in performing any obligation under these Terms caused by matters beyond its reasonable control.
- Xergy only processes transactions through the Marketplace that are authorized by both Company and Freelancer. The company and Freelancer are responsible for checking the correctness of the Transaction Data.
- For Transactions via Proteus Marketplace, the contractual relationship is between Company and Freelancer. Xergy and Mangopay explicitly remain outside this contractual relationship(s), no obligations exist or arise for Xergy and/or Mangopay as a result of those contractual relationships.
- Except as expressly stated elsewhere in these Terms, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
- Xergy’s total liability to Customers and Users shall not exceed the total sums paid to Xergy in relation to that Customer or User’s use of the Platform or Services (excluding taxes) over the 12 months preceding the event of a claim or connected series of claims.
- Nothing in these Terms shall restrict or exclude any liability that either party has to any party which cannot be excluded by law and, in particular, liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation; shall not be limited or excluded in any way.
- This clause 11 shall survive termination of the Terms.
- If any provision of these Terms is or becomes invalid, unenforceable, or non-binding, the parties shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and each party will at least agree to accept a similar effect as the invalid, unenforceable, or non-binding provision, given the contents and purpose of these Terms.
- No person who is not a party to these Terms shall have any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.
- Xergy may assign or transfer any of its rights or sub-contract any of its obligations under these Terms to any third party. Customers and Users may not assign or transfer any of their rights or sub-contract any of their obligations under these Terms except with Xergy’s consent in writing.
- Except as set out in these Terms, no variation of the Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.