ARTICLE 1 : DATA COLLECTION
WHAT INFORMATION DO WE COLLECT
- Email address and telephone number
- Login and password
- Account preferences
- Date of Birth
- Credit or debit card or PayPal
For all payment information, we use the services of the Providers, Devix and Stripe.
We do not store card information, for the general terms and conditions of the third party application of “Stripe” please visit: https://stripe.com/checkout/terms and / or https://stripe.com/privacy
PERSONAL DATA AUTOMATICALLY COLLECTED WHEN USING OUR SERVICE
When using our services, we automatically record information related to (i) your use of our services, (ii) your interaction with our ads and mail, (iii) information on the software and devices feature you use, (iv) information from your browser.
In addition, our Websites and mobile applications include the ability for you and other Users to post information via online reviews, comments, forums, or blogs. As a result, we will also receive information about you: (i) when you choose to post or otherwise share this information on our Websites or mobile applications, or (ii) when other users post or otherwise share information about you on our Websites or mobile applications.
We collect this information by:
Log files : when you use our services, some information are automatically registered in our log files such as (i) IP address, (ii) unique identifier, (iii) your operating system and its location, (iv) browser you use, (v) pages viewed.
Cookies : We may use tracking technologies such as invisible pixel, log file implemented on our Website that we store on your device (called “cookies”). These technologies allow us to recognize your device and to follow your interaction with our services, mails and ads.
The collection of personal data can become limited with the disable feature directly in your browser. However, this opt out feature may reduce the performance and functionality of the platform and its tools. For further information, please read our cookies policy.
ARTICLE 2 : HOW DO WE USE INFORMATION WE COLLECT?
Our primary purpose in collecting information about you is to provide you or connect you with products, services, information, and users that match your interests and preferences. Your data allow us to propose promotional offers only when you authorized it.
We may also use your personal data in order to provide, improve and personalize our services regarding your preferences and to adapt our Website to the device that you use to facilitate your readings, to create use and traffic statistics.
We solely collect data necessary for the purposes of the processing above mentioned.
If we plan to use your personal data for other purposes we commit to prior inform you. You’ll have the right not to give your consent or to withdraw it.
ARTICLE 3 : WHO DO WE SHARE INFORMATION WITH ?
DATAS SHARED WITH COMPANIES BELONGING TO GURULIZE GROUP
In order to improve your experience of our trades and services, information concerning your use of the service may be shared with companies belonging to Gurulize Group for research, analysis and advertising.
DATAS SHARED WITH SERVICE PROVIDERS
We use service providers for customer management and payment process. We only share with our providers information they need for their mission.
Our service provider must respect our Charter on the Protection of Personal Data and commit not to use your data for their own commercial purposes.
DATAS SHARED WITH THIRD PARTIES
We share information with third parties only with your consent. We may report to law enforcement agencies any activities that we reasonably believe to be unlawful, or that we believe may aid a law enforcement investigation. In addition, we reserve the right to release all types of information to law enforcement agencies if we determine, in our sole judgment, that either you have violated our policies, or the release of information about you may protect the rights, property, or safety of us or another person.
PLUG-INS AND SOCIAL MEDIA
We use plugins or social media modules on some of our Websites. These include “like”, “share” buttons from third party social networks such as Facebook, Twitter, Google +, that you can find on our Websites. They allow you to like and share information from our Websites with friends on social networks. When you visit a page of our Websites (web or mobile) containing plug-ins or social media modules, a connection is established with the servers of social networks (Facebook, Twitter…) who are then informed that you have accessed the corresponding page of the website consulted, even if you do not have a Facebook or Twitter user account, and even if you are not connected to your Facebook or Twitter account. If you do not want social networks to publish your actions from plug-ins in your social media accounts, you must disconnect for your social networks before visiting our Websites.
ADS AND CUSTOMIZATION
You can opt out of these Google Analytics advertising features via Ad Settings or providing a Google Deactivation Ad-Block on your browser.
ARTICLE 4 : WHERE DO WE STORE YOUR DATA
Your Personal Data is stored in our databases located in trusted data centres across EEC as well as those of Our service providers.
ARTICLE 5 : HOW LONG WE WILL KEEP YOUR DATA
Your Personal Data is stored by Us and / or any subcontractor of Our choice for the strict performance of Our obligations, and are retained, unless you specify otherwise, for the maximum duration that the applicable law allows or mandates for the purposes of commercial prospecting and in order to comply with Our legal obligations, and resolve any disputes that may arise in connection with Our services.
At the end of this retention period, the data will be archived and anonymized or destroyed.
The archiving of your Personal Data is carried out on a reliable support in accordance with the legislation in force. In the event of a dispute between the Data thus stored and any document provided by you, it is expressly agreed as an evidentiary agreement that the Data collected by Us will take precedence and will only be admitted as evidence. If you do not delete, the data collected via the implementation of cookies are retained for fixed amount of time on your device.
ARTICLE 6 : YOUR RIGHTS
RIGHTS OF ACCESS, MODIFICATION, LIMITATION, DELETION AND PORTABILITY
You have a general right of access, rectification, limitation and deletion, the right not to be the subject of an automated individual decision (including profiling) as well as a right to portability of the set of Personal Data about you, collected as you use Our services.
You may exercise these rights at any time by going to your Personal Account or by contacting us at the following address: [email protected] com enclosing a copy of your identity card.
RIGHT OF OPPOSITION
You may at any time object to the processing of your Personal Data or withdraw your consent by contacting us at the following address; [email protected] com enclosing a copy of your identity card.
ADVERTISING AND COOKIES
If you no longer wish to receive targeted advertising based on your interests or any form of tracking please refer to the cookies policy
ARTICLE 7 : EMAIL COMMUNICATION AND TEXT MARKETING
We may send you non-promotional emails, SMS and non-promotional email regarding your Personal Account at any time. If you give your consent during registration or via your personal account, we may also send you email communication and other promotional messages by email, post or SMS. You may at any time object to the receipt of any promotional message by using the unsubscribe link provided or by sending an email to Gurulize Customer Service at the following address: [email protected]
ARTICLE 8 : ADVISOR’S OBLIGATIONS
Except with the express and prior consent of the User, the Consultant agrees not to make any use of the Personal Data relating to the User for purposes other than the strict needs of the execution and billing of its Service or to assert his rights in any dispute with a User. Similarly, the Consultant is informed that it is forbidden to communicate any Personal Data to a third party without the express prior consent of the User.
Any Consultant undertakes to indemnify us against the consequences of any claim by a User resulting from the breach by the Consultant of his obligations under the applicable rules regarding the protection of personal data and / or of the Charter.
We reserve the right to modify this Charter at any time, in whole or in part, in the light of changes and developments in Our internal practices and procedures.
We invite you to consult this Charter regularly, before any collection of your Data.
Gurulize Framework Agreement
FRAMEWORK AGREEMENT FOR GENERAL TERMS AND CONDITIONS
- SUBJECT OF THE AGREEMENT
- RIGHTS AND OBLIGATIONS OF DEVIX
- RIGHTS AND OBLIGATIONS OF THE USER
- FINANCIAL PROVISIONS
- FORCE MAJEURE
- INTELLECTUAL PROPERTY RIGHTS
- COPIES OF THE AGREEMENT AND APPENDIXES
- RIGHT OF WITHDRAWAL AND TERMINATION
- ASSIGNMENT OF THE AGREEMENT
- REGULATION AND DISPUTE RESOLUTION
- TAX, CHARGE AND GENERAL EXPENSES
- AMENDMENTS AND SEVERABILITY.
- LANGUAGE OF THE AGREEMENT AND VALIDITY
Devix Technology OÜ (“DEVIX”) having a principal place of business at Sepapaja 6, Tallinn 15551 Estonia and the Web Application Service User (“USER”) with the following information,
Authorized Person Name:
IBAN / Swift:
Preferred Gurulize Package:
Have confirmed this Agreement about providing of WEB APPLICATION PLATFORM SERVICES.
Hereinafter GURULIZE General Terms and Conditions Frame Agreement shall be referred as “Agreement”. DEVIX and USER shall be referred to herein individually as a “Party”, collectively “the Parties”.
www.gurulize.com: the website for the project of providing a “platform for consultancy services web application” with all intellectual property rights belonging to DEVIX,
Platform: All, developable, manageable, changeable, removeable technical operating processes that enables to access a service or system and utilization of that service, that works on the background of a service or system, with coding and/or other software techniques
IP-based Video/Audio Calls: The browser-based calls that are made on the internet on any device (mobile phone, tablet, laptop or desktop computers) installed Firefox, Chrome, Safari, or Microsoft Edge, supporting WEBRTC.
GSM-based calls: Audio calls with district code of XXXX, made on the mobile phones that Gurulize Application server directs and connects to both the Consultant and the Client’s GSM operators.
Gurulize Application: All applications including audio, video calls and written communication applications, content management system, blog, etc. on the website ………………………………..com with integrated links or directly hosted by Gurulize.
Consultant: The online service providers that the User employs under employment and social security legislation, who provide their services with a certification of qualification
Client: The real persons who buys credits to purchase mobile/web based live video or GSM based audio call sessions from the Consultants
User Website and Mobile Phone Application: the website on which the User provides consultancy services, that can go live on the www.gurulize.com or the application on an existing website of the User integrating Gurulize Application via the Gurulize API.
Gurulize Packages: The ready to purchase software packages identifying the shared income and service details published on www.gurulize.com/pricing
Regulation: any national or international legislation including codes, bylaws and declarations that can be applied to the Agreement and services.
3.SUBJECT OF THE AGREEMENT
Subject of this Agreement is determination of mutual rights and obligations of the Parties and fee to be paid from USER to DEVIX in accordance with traffic composed regarding website or smart mobile application belonging to User or composed by the team of www.gurulize.com Gurulize Application technological platform service and Gurulize application technological platform technical continuity service.
As of the signing date of this Agreement, each of the Parties individually accept, declare and undertake that;
has the entitlement of execution of this Agreement and fulfill any undertaking and obligation arising out of this Agreement,
is binding itself with this Agreement and each term and condition is valid, binding and performable for himself under the applicable laws,
Required permission from related authorities for the purpose of fulfillment of the obligations under the Agreement in accordance with the local and international regulation and also execution of the Agreement has been obtained and shall be renewed if necessary,
By any means misleading or incorrect information regarding current situation has not been given and has not misstated and shall not misstate,
The parties of shall not be deemed as agency, legal representative or substitute of each other; they are not entitled to lay each other under any obligation,
Informing each other at any time regarding administrative or legal enforcement arising during the performance of the Agreement,
Any term of the Agreement may not be interpretable as agency, partnership or joint venture relationship between the Parties or their partial or total subrogates, and the Parties are independent businesses.
The Parties may not conclude a written or verbal contract with third parties or legal entities and undertake for the benefit of the said persons on behalf of the counter party by any means,
5.RIGHTS AND OBLIGATIONS OF DEVIX
DEVIX is responsible for providing software, hardware, platform and initializing, submission and obtaining the technical continuity of the Gurulize Application Service for the utilization of USER.
In the event of any information regarding service and content demanded by governmental agency, administrative institution and judicial authority from DEVIX, DEVIX shall only notify USER by the reason of platform of the Gurulize Application Service kept by himself however DEVIX is not liable for such content and following up. In such cases DEVIX shall notify USER as required however following up, criminal and civil liability shall completely belong to the USER. DEVIX is entitled to share this Agreement upon a claim of a governmental agency, administrative institution and/or judicial authority excluding real persons and legal entities. This right is deemed an exception of confidentiality.
DEVIX is responsible against USER for platform of the Gurulize Application Service. USER is responsible for providing service to its own customers.
DEVIX is not liable for content of the service, form of issue, administration of call center, brief content of customer care, advertisement activities or any other activity under the scope of User’s utilization of the Gurulize Application Platform Service. Henceforth USER accepts any liability and penal sanctions due to the said issues also accepts that DEVIX has not any liability for any reasons. USER is liable for any acts relating to contents and service usage, whether stated or not. DEVIX cannot be held responsible for the content of the provided services, correspondence between the Client and the Consultant or the User to be in compliance with national and international legislation.
In the event of force majeure listed in this Agreement DEVIX shall not be liable for platform malfunction and the User shall not claim any pecuniary and non-pecuniary damages/service from DEVIX directly or indirectly for any purpose.
DEVIX may grant correction time for any notifications, notices, due process, official correspondence, virtual environment complaints etc, or terminate the Agreement without waiting correction depending on significance of the breach in the event of a breach of this Agreement.
6.RIGHTS AND OBLIGATIONS OF THE USER
USER shall be liable for the content and operation of the services to be rendered via the platform of the Gurulize Application Service used by itself.
USER accepts, declares and undertakes that by no means, prepared content and consultancy service provided shall not constitute a contradiction to any crime stated at local, national, international regulation, or moral, ethic, public interest or public security. Otherwise, all legal and penal responsibility regarding said content shall be belong to USER. Any fine or reimbursement that might be imposed upon DEVIX due to this content, shall be recoursed to the User.
USER shall avoid declaration and defending which may harm reputation of DEVIX in the event of any damage or legal/penal investigating or judgment by the reason of content of service and service provided. USER shall achieve a solution such as covering the loss without harming reputation and trade mark of DEVIX, submitting legal pleadings urgently and with detailed.
Advertising activities, announcement, press release etc. regarding Gurulize Application Service platform and services to be rendered By USER at its own cost. Trade name of DEVIX or Gurulize shall not be used in any advertising activities.
USER is an independent entrepreneur who carries his own commercial risk and shall not claim any right if USER cannot make profit.
The USER shall respond to the calls received from Gurulize Application Service platform in an understandable manner and in accordance with the law. The USER undertakes that himself and his advisers shall comply with national and international regulations regarding data protection during services rendered via the internet.
The income shall be shared by mutual consent of the Parties.
The DEVIX commission rates are calculated by: Stripe commission rates plus; 2,6% for Basic Gurulize Package ($99), 1,6% for Gurulize Package ($199) and 1,1% for Advanced Gurulize Package ($499). The package that is preferred by the User is written in the Article 1. The Parties shall not demand any other payment from each other whatsoever. The User shall pay the fees, only via the SaaS membership system on gurulize.com.
The income from the Gurulize Application Service, shall be collected from the Client via payment systems under DEVIX platform. DEVIX shall calculate the fees and prepare a report for calls to be made on the Gurulize Application Service that shall be subject to the fees determined under this agreement, plus Stripe etc. commissions (by the date of signing, Stripe commission rate is 2,9% + 0,30 USD and the possible increases shall be reflected on the fee), mobile phone call tolls and all the expenses made on the system including the fees on Article 7.2., until the 7th workday of the relevant month, and send to the User. DEVIX shall pay the User’s share following the receipt of the invoice until the 15th day of the month.
Provided that the User delays the payments more than 20 days, Gurulize shall be entitled to suspend the services under this Agreement.
DEVIX reserves the right to cancel or limit the payments provided that the User uses the Gurulize Application Platform for fraud, call manipulations, or any other usage with malicious intents.
Under the situations stated below and under the scope of force majeure, DEVIX is not responsible of defect, default, suspension etc. problems that the services under this Agreement to be provided by DEVIX may face.
Planned support and maintenance of DEVIX,
Problems that may occur during Maintenance, back up or initializing/commissioning devices with new software,
Information that may get lost fully or partially due to internet traffic,
Access problems and delays that are out of DEVIX’s control
Intervention out of DEVIX’ s control by public authority to platform of DEVIX,
Other reasons unexpected within ordinary operation and impossible to take precautions or plan,
The force majeure events are the events that are not present at the signing date but occurs later on, which may not be estimated, and out of the controls of the Parties. All legally valid force majeure events shall be deemed as force majeure events for connection losses, delays, etc. other various problems under this agreement. The Parties shall not be held responsible to each other under such circumstances. The major force majeure events are as follows, with the condition that their occurrence and disappearance are approved by an authority in charge: war, blockade, martial law, mobilization, terrorist actions, natural disasters (flood, lightning strike, earthquake etc.), fire, legislative changes that prove the services impossible to perform, strike, lockout. Provided any force majeure event occurs, the obligations under this Agreement shall be suspended until the event ceases.
In the event of a force majeure event lasts more than 30 days, the Parties may come together and negotiate continuation, suspension, termination or liquidation of the Agreement.
Each Party undertakes that it shall not at any time during this Agreement and after the termination of this Agreement disclose to any person any confidential information concerning the business, affairs, Products, Intellectual Property Rights, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs.
Each Party may disclose the other Party’s confidential information:
to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Clause; and
as may be required by law, court order or any governmental or regulatory authority.
The User may disclose confidential information of DEVIX in respect of the Gurulize Application Platform and Services, to its customers/subcontractors in case such customers/subcontractors need such information to use the platform. The User shall in such case ensure that the customers/subcontractors to whom it discloses the Supplier’s confidential information comply with this clause
No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.
USER shall return all information, document and materials provided him without any necessity of claiming by DEVIX upon expiration or termination of the Agreement at latest 24 (twentyfour) hour as of the expiration without copying.
The Parties are obliged to indemnify any and all damage that may occur in the event of breach confidentiality provisions under this article by itself of its employee.
10.INTELLECTUAL PROPERTY RIGHTS
Financial and non-pecuniary rights of the platform, software, source codes regarding Gurulize Application Platform and services belong to DEVIX, and USER cannot act as if its own property. The content, ideas, etc. that the User performs on the Gurulize Application shall be owned by the User.
11.COPIES OF THE AGREEMENT AND APPENDIXES
This Agreement is drafted as one copy and the original copy shall be kept by DEVIX, the confirmed copy shall be kept by USER.
Documents demanded from USER (real person or legal entity) while signing this Agreement are listed below;
From legal entities such as limited companies, joint stock companies;
copy of tax certificate
copy of valid signature circular
copy of identity card of authorized person
From real person users;
copy of tax certificate
copy of valid signature statement
copy of identity card
These documents constitute appendixes of The Agreement. In the event of lack of sending or lack of documents, agreement shall not be valid, if there are rendered services, these may be suspended until these documents sent.
12.RIGHT OF WITHDRAWAL AND TERMINATION
In principle, all bundling is definite and right of withdrawal is not exist. DEVIX is entitled to terminate the Agreement by serving a written notification in the case receiving a complaint from any consumer, agency and institute with regard to using the Gurulize Application Platform. Accordingly, DEVIX is entitled to rule for a cancellation or suspension of the purchased package/bundle by the USER.
13.ASSIGNMENT OF THE AGREEMENT
The Parties cannot assign any right or obligation under this Agreement partly or as a whole without written consent of each other. DEVIX may assign this Agreement to his affiliates with an organic connection of 50% or above, without consent of the USER.
Notifications, correspondence or other communications according to the Agreement shall be deemed duly received in case of delivering by hand, written to the address or number stated at the Agreement or sending fax and registered letter with return receipt. Also, these notification and correspondence shall be deemed received as of the delivery date. Daily correspondence may be delivered via e-mail. In the event of amendment of address and fax number stated under Agreement, this amendment shall be notified within latest 10 (ten) days otherwise final stated address or number shall be valid and binding.
15.REGULATION AND DISPUTE RESOLUTION
This Agreement shall be subject to and interpreted in accordance with laws of Estonia.
If disputes arising the Agreement cannot be settled within 30 (thirty) days as of the notification of the subject of conflict, Talinn / Estonia courts be solely authorized regarding any disputes arising the Agreement or disputes in relation with the Agreement.
Commercial books, registers and other records of DEVIX shall be exclusively valid, binding and conclusive evidence at any disputes arising the Agreement
16.TAX, CHARGE AND GENERAL EXPENSES
All taxes, duties, charges and funds occurred due to execution, fulfillment and enforcement of the Agreement shall be paid by the USER. USER shall be liable for all damage and cost of DEVIX by the reason of not paying in complete and in due time by USER and shall be paid these damage and cost in cash, lump sum and in advance.
17.AMENDMENTS AND SEVERABILITY
This Agreement may only be amended with written consensus to be signed by authorized representatives of the Parties.
In the event of invalidity, unlawful or unenforceable of any provision of this Agreement, other provisions shall not be affected. In such a case the Parties shall exercise due care for adding most suitable and valid provision instead of the invalid, unlawful or unenforceable provision with cooperation.
This Agreement is a framework contract. the Parties accept, declare and undertake that each form/agreement/protocol drafted as an annex shall be an integral part of the Agreement and basic provisions stated in this Agreement are sole and unchangeable.
18.LANGUAGE OF THE AGREEMENT AND VALIDITY
Language of the original version of this Agreement is English. This Agreement consisting of 18 (eighteen) articles constitutes one agreement, signed as one copy and by invalidating all prior written or verbal discussion, offer and commitment between the Parties executed at 9/11/2020 and approved as it is.
General Terms and Conditions
I. General Terms and Conditions applicable to all Members
Confidential codes: personal codes in the form of a username and a password enabling the Member access to his Personal Account.
Personal Account: personal profile page of any Member in which personal information is kept accessible on the Site to which the Member may have internet access, upon entering one’s Confidential Codes.
Member: any individual having full legal capacity in accordance with applicable law and who is at least 18 years of age (or at least the age that is allowed by laws of country of Member’s residence), or any legal person whose registration has been validated by Gurulize.
Framework Agreement: The Agreement to be signed between the Member and Gurulize in order to define the service packages and fees.
Platform or Gurulize Applications: technical platform linking Users and Providers administered by Gurulize in the capacity of an online broker.
Provider: any Member offering the supply of services on the platform in a professional or non-professional capacity and according to the conditions defined by the same.
Service: service provided by any Provider on the Platform at the request and for the benefit of a User.
Partner: website, print, or television station within the same group as Gurulize or company, having an existing partnership agreement with Gurulize ensuring the promotion of Providers of the Services.
Customer Service: Support service dedicated to users who can be contacted via e-mail at [email protected]
Site:the Gurulize website accessible directly from the following URL: www.gurulize.com or, indirectly, any URL address of a partner operated by Gurulize.
User: any Member receiving, at his request, the use of a service.
Subject to the specific conditions applicable to Providers, the following conditions need to be fulfilled before registration as a Member can take place:
As an individual:
- Any individual enjoying full legal capacity in accordance with applicable law and aged at least 18 years (or at least the age that is allowed by laws of country of Member’s residence);
- Any individual, in order to allow the use of GURULIZE services by a minor, wherein they hold parental authority and only after having reviewed and accepted a parental internet guide.
As a professional:
- Any person possessing an intra-community VAT number.
Pre-registration on the Platform (“Registration”) is required before use of GURULIZE by the Member. The new Member must provide all information requested by the online registration form in order to enable Gurulize to approve creation of the account. The Member agrees to complete all mandatory fields on the form and to communicate to Gurulize accurate, complete and up-to-date information in order to enable Gurulize to validate the creation of his personal account. It is not possible for Gurulize to check that all information provided during registration is accurate, complete and up-to-date. Therefore, any Member is liable towards both other Members and Gurulize with regard to the accuracy of the information provided.
The Member acknowledges that the supply of any erroneous, incomplete, misleading or outdated information during his registration is likely to incur liability both in regard to other Members and to Gurulize. The Member is fully responsible for updating the information provided and, consequently, must promptly notify Gurulize with regard to any change in the information provided during the registration process. The Member assumes full responsibility towards both other Members and Gurulize with regard to the consequences of any omission or negligence in this respect.
The Member, relying on information provided by other Members, needs to use his own judgement when selecting a Provider and needs to take all standard precautions as justified by the circumstances, notably in view of the Service offered.
Gurulize has the right, with immediate effect and without prior notice, to suspend or terminate the registration of any Member, in case of the provision of erroneous, incomplete, misleading or outdated information and insofar as this information has a significant impact on (i) the conditions of Services given by the Provider concerned as the authorization or the declaration of the activity to the competent authorities or (ii) on the fulfilment of obligations – in particular financial – by the said Member, Gurulize may, at its own discretion, suspend or revoke the Personal Account of the Member with immediate effect and without notice.
Gurulize may, at its discretion, terminate the suspension or allow the re-registration of a Member once erroneous, incomplete, misleading or outdated information has been corrected or should it be shown that:
- such information has not caused any loss or harm to any other Member or to Gurulize and/or
- Gurulize considers that said Member acted in good faith with no intent to conceal or to fraud.
Upon creation of a Personal Account, Gurulize assigns Confidential Codes to the Member.
Gurulize reserves the right to ask the Member to modify all or part of his Confidential Code, notably for regulatory, technical or safety reasons, without the Member being able to oppose and/or claim compensation of any kind in this instance.
The Member is fully responsible for keeping his password confidential as said password is necessary to access the Platform. The Member needs to take appropriate measures in order to prevent third parties from becoming aware of his password.
Any transaction, as defined in article I.7. below, for which the Member can be identified through his password will be accepted by the Platform and shall be binding upon said Member.
The Member undertakes to immediately change his password if there is reasonable ground to believe in a breach of confidentiality or that unauthorised persons have, or may have access to his password: in such case, Gurulize will promptly suspend access to GURULIZE by means of the previous password.
I.3. Role of Gurulize
As the administrator of the Gurulize platform, Gurulize is an online broker and a technical intermediary introducing the Member to others through the Platform.
As laid out in the provisions of article I.7. below, Gurulize does not participate in the Services provided and is not party to any Transaction which is concluded directly between the Provider and the User. Therefore, except with regard to the provision of the Communications used on the Platform, Gurulize is not liable regarding the execution of any Transaction and provides no guarantee in relation to the proper execution of the Service or its payment by the User.
In particular, Gurulize does not interfere, has no control over, and is not responsible for:
- the quality and/or the adequacy either with the initial offer of the Provider or with the law in force, or with the suitability of the Service offered by the Provider and, more generally, regarding the content of any Communication;
- the reliability, the accuracy or the lawfulness of any information relating to the Service or the identification of the Members;
- the professional qualifications of the Providers;
- the solvency of the Users.
Gurulize takes the technical responsibility for processing payments on the Platform.
If a dispute arises between two Members in relation to a Transaction to which they are parties, said Members are advised to contact Gurulize via the webmail service available in the “Support” section of their Personal Account in order to report that a dispute has emerged between them especially if the dispute concerns complaints or refunds. In accordance with article 1.1 of the Settlement of Disputes policy, the parties to the dispute should have previously attempted to settle their dispute between them before contacting Gurulize.
Gurulize is not responsible for the content of websites accessible from links posted by Members. It is up to the Member to take all necessary precautions to ensure that any links made available by him are free from viruses, worms, Trojan horses and other items of a destructive nature that could potentially undermine the devices of other Members and of GURULIZE.
I.5. Obligations of the Members
In Accessing Gurulize, the Member acknowledges and accepts to observe appropriate standards of behaviour based on no violation of the law in force, as well as moral values such as respect of others, courtesy, good faith and fairness. Any Member is entitled to report a violation of such appropriate standards by means of the rating system defined within the Rating Rules.
Any infringement of the law in force may be directly reported to Gurulize according to the provisions of this Terms and Conditions.
The Member acknowledges that he is solely responsible for the information that he makes available on the Platform. The Member acknowledges and undertakes to ensure that the data circulated through Gurulize does not violate any law in force. In this respect, Gurulize is entitled to withdraw from the Platform any content, data, information or offer of a Provider that is clearly illegal, or inappropriate of which Gurulize may become aware of, and to irrevocably suspend or terminate without prior notice the Registration of said Member. This clause cannot be interpreted as Gurulize’s obligation to spot and remove such content on its own motion.
The Member can not utilize the website or any Gurulize application to indirectly avoid the applicable law or for any other purposes than they are meant to perform.
The Member acknowledges and undertakes to circulate information that is fair, true and legitimate only. Moreover, the Member is prohibited from:
- breaching or attempting to breach the security or the integrity of the Platform and, in particular, from:
- carrying out any action liable to jeopardize or interfere with the proper operation of the Platform or of any Transaction undertaken on the Platform, to violate human dignity through a text, an image or a video of a racist, violent, pornographic or revisionist nature, to infringe the rights to privacy of others, to violate the legal provisions on intellectual property rights and particularly to commit any act that may constitute an infringement;
- carrying out any action imposing an unreasonable workload on or of disproportionate significance to the Platform infrastructure,
- accessing or attempting to access data not intended to be viewed by the Member, or
- entering or attempting to enter a server or a Member account without the authorization to access. The Member acknowledges and undertakes to take all measures to ensure that all data sent to Gurulize is free from any virus or harmful program;
- harassing, threatening, abusing or breaching the privacy of any other Member or circulating defamatory, insulting or libelous information, in particular by means of the rating system;
- carrying out, without Gurulize’s express authorization, any “framing” or “mirror site” operation virtually replicating the Platform, creating any hypertext link on another site pointing to the Platform or to include a hypertext link within any Service offer or profile pointing to a third party site in violation of the provisions of the Terms and Conditions. However, hypertext links put in place by Providers with the purpose of guiding Users to the Terms and Conditions, business regulations or a general information site related to the Provider’s business or to the Services offered are expressly permitted;
- providing any misleading or deliberately false or inaccurate information in the course both of Registration and the placing of a Service Offer online;
- using data on other Members for inappropriate or unlawful purposes such as unsolicited business offers, offers to participate in lotteries, raffles, sweepstakes or competitions, chain letters and suchlike, or in violation with the terms of the Personal Data Protection Policy;
- posting a false rating on himself or other Members.
I.6. Intellectual property
Any infringement by third parties, or act likely to be qualified as such, of which the Member is aware, must be reported to Gurulize which will proceed to prosecute the case reported.
All brands and logos, including property logos and marks belonging to Gurulize or its partners are protected by appropriate records from the relevant offices.
Websites: All text, images, icons, designs, graphics, photographs, programs and other components of the Websites are the property of Gurulize or its partners and are protected by copyright laws.
Any commercial or non-commercial use of images, texts, icons, designs, graphics, photographs, programs and other components of the Websites without the prior written consent of Gurulize or its partners is strictly prohibited.
Gurulize assumes no liability whatsoever in the event of an infringement action between the Members, or more generally, in the event of any infringement action filed by a third party to a Member.
I.7. Concluding Transactions
When a User wants to order a Service, the User must first accept the Terms and Conditions applicable before requesting to contact the Provider of such Service (“Connection Request”).
The Connection Request is valid once: i) the User has acknowledged and accepted Terms and Conditions applicable to the Service ordered and ii) the Provider has acknowledged receiving the User’s acceptance.
However, a Service contract (“Transaction”) is binding between the User and the Provider as soon as:
- the Provider and the User are connected through a Communication,
- the Provider has accepted the Connection Request.
The User acknowledges that the Connection Request does not constitute acceptance of a binding offer of Service; the Transaction will be executed if the Provider acknowledges and accepts the Connection Request
The User will not be charged prior to the start of the Communication selected to provide the Service according to the provisions of article 4 of the Pricing and Payment Policy.
Payment of the Transaction is carried out by one of the secure payment methods available to the Members by Gurulize, of which, but not limited to: (i) bank/debit card (ii) GURULIZE card valid for a Service. The conditions and the procedures governing such payment methods are detailed in the associated regulations in the Framework Agreement signed.
The Member acknowledges and agrees that any Transaction is governed by applicable laws irrespective of the country of residence of the User or of the Provider and irrespective of the geographical location where the Service is issued and received.
I.8. Member Sanctions – Withdrawal of content – Warnings – Compensation of Gurulize
If provisions of the Terms and Conditions are violated or in case of any unlawful misconduct of a Member, Gurulize is entitled to withdraw immediately the problematic content from the Platform without notice and/or to suspend or terminate the registration of said Member, or to take any other appropriate measures against him; such measures may consist of a warning, a suspension or a termination of his Registration.
Gurulize cannot be bound to monitor the data and content available on the Platform, nor it is bound to look for evidence or circumstances disclosing unlawful activity.
In the event that a Member should become aware of any infringement of a law in force and in particular of any content that is anti-Semitic, revisionist, incites racial hatred or discrimination or vindicates crimes against humanity, or connected with child pornography, the Member acknowledges and undertakes to immediately alert Gurulize by contacting the customer services by e-mail and to provide information identifying the offending content and/or the perpetrator.
Every Member acknowledges and undertakes to protect and indemnify Gurulize (along with its management and staff) against the consequences of any claim from a third party resulting from the violation by the Member of the provisions of the Terms and Conditions, any law in force, intellectual property rights or the failure by said Member to fulfil a Transaction.
Gurulize assumes no obligation other than those pursuant to its role as an online broker and Platform manager. Gurulize does not provide any guarantee as to the availability or performance of the Platform and the Member cannot attempt to seek to render Gurulize liable for any loss of earnings or lost opportunity or loss of turnover.
In any event, Gurulize is only liable for direct and predictable loss or damage suffered by Members that has signed the Framework Agreement, that are caused by any breach in Gurulize’s obligations as a consequence of the Terms and Conditions or of the law in force, limited to the sum of one hundred and fifty (150) euros per Member for damage.
Members are liable for any direct or indirect harm or loss or damage, either tangible or intangible, suffered by Gurulize and/or to any third party.
The Member accepts to indemnify Gurulize from losses, expenses, damages and costs, to a reasonable extent, resulting from non-compliance with the Rules.
Gurulize is entitled to terminate as of right, irrevocably and without notice, the Registration of a Gurulize Member in the event of violation of the Terms and Conditions or any infringement of the law in force. Gurulize serves notice to Members electronically, to eliminate the aforementioned violation, within a period of forty-eight (48) hours.
When the Member is likely to be able to remedy breach, Gurulize is entitled to start by officially notifying the Member of the need to remedy said breach. This official notice will, if applicable, be combined with suspending the Member’s Gurulize registration access.
The Member may delete his Personal Account on the platform at any time by contacting the customer service and subject to full payment of all amounts due for services rendered.
I.11. Closure of the Platform
Gurulize is entitled, at its sole discretion, to stop operation of the Platform with respect to a prior notice of one (1) month starting from the notification date of the cessation of Gurulize without such a decision rendering Gurulize liable in any capacity whatsoever. Under the same conditions, Gurulize reserves the right to terminate, at its sole discretion, the provision of Services category on the platform and without such a termination incurring Gurulize liable in any capacity whatsoever.
I.12. Amendment to the Terms and Conditions
Gurulize is entitled to modify the Terms and Conditions, the Ancillary Policies, the Price List and Gurulize’s features at any time.
Amendments will be notified to Members in their Personal Account within a period of between fifteen (15) and thirty (30) days preceding their coming into force, unless they are imposed by an imperative rule or legal ruling, in which case they will come into force immediately.
All Members connecting to Gurulize and/or maintaining their Service offers on the Platform after such amendments enter into force will be irrefragably deemed to have accepted them.
I.13. Agreement of proof
Members acknowledge and accept that the saving and backing up of data (including any connection data) carried out on the Platform (“Electronic Documentation”) will have full evidential value both between Providers and Users with regard to Transactions and between Members and Gurulize. Consequently, Electronic Documentation (including its date and time) will be conclusive in any dispute between the parties unless the party against which Electronic Documentation is invoked demonstrates a defect in the reliability of such Electronic Documentation.
The Member acknowledges, in its contractual relations with Gurulize, the validity and the probative value of e-mails. Similarly, call logs, summarising phone calls made by the Member and serving as a basis for invoicing, as well as their reproduction on cards, optical or magnetic discs and magnetic tapes, kept by Gurulize are binding to the Member as evidence.
Gurulize will keep Electronic Documentation about Transactions on behalf of the Members. All Members may have access to Electronic Documentation relating to Transactions involving themselves by sending a request to Gurulize.
I.14. General Provisions
Governing law and jurisdiction: The Terms and Conditions are governed by the laws of Estonia (“Applicable Law”). Any dispute between a Member and Gurulize which is not settled will be brought before the courts of Talinn, except in the event that such an election of jurisdiction is not binding on the Member in the Member’s capacity as a consumer.
Partial nullity: Any clause in the Terms and Conditions or in one of the Ancillary Policies which may come to be declared void or unlawful by a judge will become unenforceable but this nullity will not negatively impact the other stipulations nor affect the validity of the Terms and Conditions or Ancillary Policies concerned taken as a whole nor their legal enforceability.
Force majeure: Parties will not be held liable nor deemed to have breached the provisions of the Terms and Conditions for any delay or failure to perform when the cause of the delay or failure to perform is related to a case of force majeure as defined by Applicable Law.
Gurulize cannot be held liable to the Member or any third party for possible deterioration, suspension or interruption of the operation of tools due to force majeure, facts occurring from a third party or from the Member, as well as unavoidable hazards arising from technology and the complexity of the implementation of Tools.
In case of force majeure, the obligations of Gurulize and the Member are suspended throughout their duration.
Independence of the Members: Members participate in the Platform in an independent manner and Gurulize Registration does not create any relationship of subordination, agency, de facto company, partnership or representation (other than when express permission is given to Gurulize by the Provider to carry out operations according to the Terms and Conditions or a clause in an Ancillary Policy).
Notice: Any notice provided by the Internal Regulations should be made by the Member to Gurulize by registered mail with return receipt to the following address: Sepapaja 6, Tallinn 15551 Estonia.
Cession: Gurulize reserves the right to transfer, to any company of his choice, all or a portion of the rights and obligations arising from the Member and Gurulize.
APPLICABLE LAW – JURISDICTION
THE RULES ARE SUBJECT TO ESTONIAN LAW. ANY DISPUTE BETWEEN A MEMBER AND Gurulize THAT CANNOT BE RESOLVED IN A CONSENSUAL MANNER WILL BE BROUGHT BEFORE THE COURTS OF TALINN EXCEPT IN CASES WHERE SUCH CONTRACTUAL ATTRIBUTION OF JURISDICTION SHALL NOT BE ENFORCED TO THE MEMBER IN HIS CAPACITY AS A CONSUMER.
II. Specific conditions applicable to Service Providers
II.1. Provider Registration
Gurulize validates the registration of Providers after verifying the information provided by each Provider.
Thus, Gurulize reserves the right to request additional information, including statements submitted by Providers to tax and social security authorities, taking into account a Provider’s obligations in accordance with legal provisions.
Moreover, the regular outcome of online Transactions may determine the liability of regularisation to managing bodies of social security contributions management organisations (health insurance etc.).
The advisor is informed that providing services on the platform (or any other site or marketplace) in a standard manner makes him subject to reporting obligations, particularly with tax and social authorities. Thus, Transactions on the Platform are likely to result in an obligation to reporting to the tax authorities and may subject the Provider to various taxes such as Value Added Tax (“VAT”) and territorial economic contribution.
The Provider acknowledges being up to date with payment of all taxes, in addition to taxes resulting from Transactions on the Platform.
It is therefore recommended to non-commercial Providers to approach these organisations in order to obtain the relevant information concerning membership criteria and obligations.
GURULIZE reserves the right to select Providers and to limit the number on the basis of:
- demand from users,
- the performance of the platform,
- technical constraints related to the administration of the Platform.
II.2. Providers Obligations
All Transactions that occur through the intermediary of the Platform are concluded directly between the Provider and the User. Consequently, the Provider is solely responsible for the terms of the contract concluded with the User. As such, Providers acknowledge and undertake to abide by the applicable legislative provisions.
The Provider should describe as accurately and precisely as possible the purpose, price and features of the Service offered, prior to any Transaction, based on the indications provided by Gurulize in the “Service Creation” section.
In general, the Provider guarantees that he is entitled to provide the Services offered in accordance with applicable laws and regulations.
The Provider is liable to Users, Gurulize, third parties and the competent authorities with regard to any violation of the laws in force applicable to the Services provided.
The Provider acknowledges and undertakes not to use the execution of a Transaction in order to promote services other than those offered on the Platform or to offer electronic communication services in competition with Gurulize Services. The Provider also undertakes not to promote his personal website as part of services rendered.
II.3. Provider acting as a professional
Gurulize reiterates that the Providers delivering services on the Platform in a commercial capacity are subject to certain specific obligations, such as registration to the Trade and Companies’ Register, book-keeping in accordance with applicable rules, VAT payment and other applicable taxes.
If the Provider is in a professional capacity, he is required to comply with all rules laid down in consumer protection laws.
The Provider, acting in a professional capacity, acknowledges that once he habitually carries out Service business on the Platform (or on any other site or marketplace), he is subject to specific reporting and taxation obligations. In the case of a change in status following registration to the Site, the Provider agrees to promptly amend or supplement the information provided during registration. Hence, regularly concluding Transactions on the Platform is liable to result in an obligation to report to the tax authorities and in becoming subject to various taxes such as Value Added Tax or the any applicable local business tax. The Provider acknowledges liability for all taxes resulting from Transactions concluded on the Platform.
II.4. Rules applicable to Advertising
All copywriting, graphical, photographic or sound content describing the Services (“Advertising”) hosted on the Platform (or accessible from it) must respect the undertakings laid down in article I.5. of the Terms and Conditions. Gurulize outlines that it exercises no editorial control over Advertising but it may however withdraw any Advertising that is unlawful or contrary to the provisions of the Terms and Conditions of which it may become aware, in accordance with the Statement of Moderation.
When necessary, the Provider grants Gurulize a non-exclusive and free license to use the Advertising in order to enable reproduction and representation on the Platform, on Partner sites, on search engines as well as on affiliate networks. The Provider protects Gurulize in this respect from any allegations of property rights infringement under the Terms and Conditions defined in the Statement of Moderation.
II.5. Penalties applicable to Providers
Notwithstanding article I.10., where the Provider has failed to fulfill one or more of his obligations, Gurulize will suspend access to the platform for a maximum of three (3) months. The Provider will be notified of this measure by letter/e-mail.
This shall particularly apply in the case of a Provider engaging in conduct that is prejudicial to Gurulize, which may constitute an act of unfair competition.
The Personal Account of the Provider will be reactivated within a reasonable time from the moment the Provider has sent to Gurulize evidence that he has put an end to the infringement.
In case of repetition from the Provider, Gurulize reserves the right to remove, without notice, his Personal Account.
II.6. Agreement of proof
In addition to article I.13., the Provider expressly and conclusively acknowledges that recordings related to remote communications used (including telephone and computer) carried out by Gurulize have strong probative value both between the Provider and his Users as part of the Transactions between the Provider and Gurulize. Gurulize may proceed to such recordings subject to prior notification of the relevant Users.
The Provider expressly authorises Gurulize to record exchanges made by means of remote communication (including telephone conversations and e-mail exchanges) and expressly accepts that the evidence of his oral and written communications results in the registration of these exchanges by Gurulize.
III. Specific conditions applicable to Users
The User acknowledges and undertakes to use the Platform in good faith and solely for the purposes of using the Services offered by Providers.
During the process of online Registration, the User is responsible to determine which information will be visible to Members, given that for Transactions conducted in a professional capacity, the User can only recover the Value Added Tax paid if the User’s surname and forename or registered business name appear on the Transaction summary that Users will receive from Providers according to article 1 of the Pricing and Payment Policy and pursuant to any applicable tax legislation.
Any dispute over the quality or conformity of Services must be solved in a peaceful manner.
The User shall not attempt to persuade the Provider with whom the User is in contact to provide Services of unlawful nature or in violation with the Terms and Conditions. The Provider is also prohibited from encouraging the User to avail of Services offered by the former outside of the Platform.
The Member agrees to comply with all legal and regulatory requirements as well as all the terms of the Terms and Conditions.