Terms

Terms for Service Providers

Terms & Conditions for the provision of services through the Wisebee platform. In respect of the use of the Wisebee platform, see Terms for Platform Users.

Background

Wisebee is an online platform aimed at simplifying booking processes and allowing End Users to schedule consultations with a wide range of specialists in a variety of practice areas (“Platform“).

“We” or “we” are Wisebee Ltd, a company incorporated in Scotland (company number SC725600) with our registered office at Unit 35, Camperdown Street, Dundee DD1 3JA (“Wisebee“). We can be contacted at info@wisebee.app

“You“, “you” or “Specialist” is the entity or individual who contracts to use the Platform, for the purpose of enabling End Users to book and schedule appointments with you for the provision of Consulting Services, subject to these terms and conditions. Without prejudice to clause 3.5 below, Authorised Users shall be required to comply with these terms and conditions (to the extent applicable to them) as if they were a Specialist hereunder.

For the purposes of these terms and conditions, we and you are each a ‘party’.

These terms and conditions apply to your use of the Platform and by accessing and using the Platform you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions, you should not use or access the Platform.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.

Additional Terms: the additional terms agreed between Wisebee and the Specialist and which shall incorporate (and be deemed to forma part of) these terms and conditions.

Authorised Users: means Team Users and Enterprise Users.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.

Consulting Services: the professional consulting and other services provided by the Specialist (or their Authorised Users) to End Users and which may be arranged or booked through the Platform.

Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including, without limitation, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and the guidance and codes of practice issued by the Information Commissioner’s Office or other relevant regulatory authority and which are applicable to a party.

Enterprise Account: means an account type for companies or organisations that will attract individual specialists in respect of the provision of Consulting Services.

Enterprise User: means a specialist or user who is authorised to use the Platform through an Enterprise Account and who provides Consulting Services.

End User: any entity or individual who accesses the Platform with a view to booking or obtaining the Consulting Services from the Specialist.

Fee Payment: means the agreed percentage (as detailed in the Additional Terms) of the gross revenue payable to the Specialist by End Users, in respect of any Consulting Services arranged and booked via the Platform.

Initial Subscription Term: means the initial minimum period (as detailed in the Additional Terms, which shall (unless otherwise stated) be for a minimum of 1 month following the expiry of the Trial Period) during which the Specialist contracts to purchase the Services from Wisebee, on the basis set out in these terms and conditions.

Intellectual Property: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights owned or used by Wisebee, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Pro Account: means an account type for individual Specialists in respect of the provision of Consulting Services.

Services: means the provision by Wisebee to the Specialist of access to, and the right to use, the Platform for the purposes of arranging and scheduling the Consulting Services with End Users, together with any other services which Wisebee may agree to provide to the Specialist from time to time pursuant to these terms and conditions;

Subscription Fees: means the fees payable by the Specialist to Wisebee for access to the Platform and the purchase of User Subscriptions, as further detailed in the Additional Terms.

Team Account: means an account type for companies or organisations in respect of the provision of Consulting Services.

Team Users: means the employees, agents, and personnel of the Specialist who are authorised to use the Platform through a Team Account, and in respect of whom the Specialist has purchased a User Subscription.

Term: means the period during which the Services are provided by Wisebee.

Trial Period: 14 days from the point the Specialist signs up to it in respect of a Team Account or Pro Account only.

User Subscriptions: means any user subscriptions purchased by the Specialist (as detailed in the Additional Terms) through a Team Account, which entitle their Team Users to access the Platform and benefit from the Services in accordance with these terms and conditions.

2. Our Services

2.1 Subject to you purchasing the User Subscriptions and making payment of the sums payable under these terms and conditions, we will provide the Services to you, on the basis set out in these terms and conditions, in order to:

(a) permit you to list information regarding your business and/or specialisms on the Platform, together with details of the Consulting Services and/or of the individuals who may provide the Consulting Services to End Users;

(b) enable End Users to arrange and schedule appointments with you for the provision of the Consulting Services; and

2.2 Although we aim to provide uninterrupted access to the Platform, we do not take responsibility for issues outwith our control (including, without limitation, internet or connection issues). There may also be delays or interruptions from time to time due to our upgrading, modification or standard maintenance of the Platform. Specifically, we do not guarantee:

(a) the availability of the Platform on each and every device or platform all of the time;

(b) that any technical issues which arise can be resolved quickly; or

2.3 Wisebee shall not be liable for any interruption, delay or other issue arising from the presence of any virus or malware introduced via an unknown source and the Specialist acknowledges that, in such event, Wisebee may be required (without liability to the Specialist) to suspend the provision of the Services pending resolution of the matter.

2.4 We reserve the right to:

(a) alter, modify or upgrade the Platform (and/or its associated IT systems) in any way and/or to develop or acquire from time to time alternative or replacement systems in order to provide the Services, providing that the performance or functionality of the Platform is not materially diminished or adversely impacted to any material extent as a result thereof; and

(b) amend these terms and conditions from time to time, and your continued use of the Platform (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether these terms and conditions have been changed. If you do not agree to any change to the terms and conditions then you should immediately stop using the Platform.

2.5 For the avoidance of doubt, we shall have no liability for any failure or delay in providing the Services to the extent that such failure or delay is caused by force majeure or by any default, delay or failure on the part of the Specialist, its Authorised Users, End Users, employees, agents or contractors.

3. Specialist’s Obligations

3.1 The Specialist shall, during the Term, be permitted to use the Platform to arrange and book the Consulting Services with End Users, subject to these terms and conditions.

3.2 The Specialist shall:

(a) use commercially reasonable endeavours to make the Consulting Services available for booking via the Platform;

(b) provide Wisebee with:

(i) all necessary co-operation in relation to these terms and conditions; and

(ii) all necessary access to such information as may be required by Wisebee;

(c) without affecting your other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to your activities under these terms and conditions; and

(d) carry out your responsibilities set out in these terms and conditions in a timely and efficient manner.

3.3 The Specialist shall be entitled to issue its own terms and conditions or terms of business to End Users, as may be required, in relation to the provision of the Consulting Services and Wisebee shall accept no liability whatsoever in respect of any such terms that the Specialist may issue to the End User. Any contract entered into between the Specialist and the End User is entered into between them only, and Wisebee is not a party thereto.

3.4 By accepting these terms and conditions, you agree to use the Platform lawfully and for the sole purpose of arranging and booking appointments for the Consulting Services. Further, you shall at all times use the Platform in a manner that does not infringe the rights of third parties, or restrict or inhibit the use and enjoyment of the Platform by any other Specialist or user. Specifically, you agree you shall not:

(a) use the Platform for the transmission of any spam or computer viruses;

(b) do anything that brings (or in our opinion is likely to bring) Wisebee into disrepute;

(i) is unlawful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity

(iii) depicts sexually explicit images or promote unlawful violence;

(iv) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or

(v) is otherwise illegal or causes damage or injury to any person or property;

(d) embed, upload, or make any of the Platform available via any third-party platform, website or service without our prior written consent;

(e) copy, reproduce or otherwise publish any of our trademarks or logos without our prior written consent;

(f) frame the Platform on other websites without our prior written consent; or

(g) attempt to copy, modify, duplicate, create derivative works from, frame, republish, transmit or distribute any part of the Platform, or sub-licence or transfer your rights to use the Platform.

3.5 If the Specialist holds a Team Account, it shall ensure that its Team Users use the Services and the Platform in accordance with these terms and conditions and shall be responsible for any Team User’s breach hereof.

3.6 In relation to any Team Users, the Specialist undertakes that:

(a) the maximum number of Team Users that it authorises to access and use the Services and the Platform shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Team User unless it has been reassigned in its entirety to another individual Team User, in which case the prior Team User shall no longer have any right to access or use the Services and/or the Platform;

(c) each Team User shall keep a secure password for their use of the Platform, that such password shall be changed no less frequently than once every 3 months and that each Team User shall keep their password confidential; and

(d) it shall maintain a written, up to date list of current Team Users and provide such list to Wisebee promptly upon request.

4. Charges, Subscriptions and Payment

4.1 The Specialist shall pay the fees to Wisebee as further detailed in the Additional Terms, as notified to the Specialist, including (without limitation) the Fee Payment (as further detailed in clause 5) and the Subscription Fees.

4.2 The Platform enables End Users to pay for the Consulting Services directly to the Specialist, through the Platform, via our online payment partner, Stripe. The information which you provide when registering for a Stripe Account will be governed in accordance with Stripe’s Terms and Conditions.

4.3 End Users shall make payment for the Consulting Services through the Platform only. No payment shall be made directly to the Specialist by the End User for any Consulting Services booked or arranged via the Platform.

4.4 The Specialist undertakes that it shall not accept payment directly from the End User for any Consulting Services which are arranged or booked via the Platform, and that such payments shall be processed only through the Platform.

4.5 All amounts and fees stated or referred to in these terms and conditions (including any Additional Terms):

(a) shall be payable in pounds sterling; and

(b) are inclusive of value added tax, which shall be added at the appropriate rate.

4.6 Wisebee shall be entitled (at any time following the expiry of the Initial Subscription Term) to increase the level of the Subscription Fees and the Fee Payment payable by you, upon giving at least 30 days’ prior written notice to the Specialist (which notice may be given prior to the expiry of the Initial Subscription Term provided that such increase shall not take effect until on or after the expiry thereof).

4.7 The Specialist shall be entitled to increase or vary its fees for the Consulting Services from time to time and it shall ensure that all fees are notified to the End Users prior to the provision of the Consulting Services, save that the Specialist shall not be permitted to increase its fees for the Consulting Services after these have been agreed and accepted by the End User.

4.8 Subscriptions can be paid for monthly or annually, which will be set out in the Additional Terms.

4.9 The Pro Account subscription will incur a fixed fee, as detailed in the Additional Terms.

4.10 The Team Account subscriptions will have the option to purchase different tier levels based on the number of Authorised Users, such tiers and pricing shall be notified by Wisebee from time to time.

4.11 Wisebee shall accept no liability for any Consulting Services which are provided by the Specialist but not paid for by the End User.

5. Payment of Fees

5.1 Wisebee shall be entitled to receive the Fee Share in accordance with the terms of this clause 5 and as further detailed in the Additional Terms.

5.2 All payments for the Consulting Services shall be received by Wisebee’s Stripe account and a full record of all payments shall be retained by Wisebee..

5.3 Wisebee shall retain its agreed percentage of the payments received for Consulting Services prior to remitting any payments to the Specialist.

5.4 Subject to the deduction referred to in clause 5.3, Wisebee shall make weekly payments (but not any more frequently) of the sums received for the Consulting Services to the Specialist on the day of their choice, as notified to Wisebee (subject to a minimum payment of £0.90). The Specialist can choose to receive i) the weekly payment in full or ii) receive an immediate partial payment (as notified to Wisebee from time to time but subject to a minimum payment of £1) which shall incur a charge of 2.5% of the partial payment amount that the Specialist notifies to Wisebee.

5.5 Funds shall be available for inclusion in the weekly payments to the Specialist 3 days after payment has been taken from the End User’s card.

5.6 Depending on the account type held by the Specialist, Wisebee shall make payments to the Specialist in accordance with this clause:

(a) Pro Account users shall receive payment directly from Wisebee;

(b) payment to Team Accounts shall be made to the Specialist directly and it is the responsibility of such Specialist to administer payment to the individuals providing the Consulting Services. Wisebee is not responsible, and accepts no liability, for payment to individuals providing the Consulting Services.

(c) Payment to Enterprise Accounts shall be made to both the company / organisation and the relevant Enterprise User. The company / organisation shall receive a percentage commission of the fee for the Consulting Services provided and the Enterprise User shall receive the balance of the fee paid.

5.7 In order to receive payment, all users must complete the Stripe onboarding process through the Platform so that they can be paid through a connected Stripe account.

5.8 The Fee Payment is not subject to alteration without the prior written consent of both Wisebee and the Specialist.

5.9 Wisebee shall be permitted full access to the accounts, management accounts and other financial records of the Specialist in relation to any bookings or other transactions conducted through the Platform, together with such other information and documents as Wisebee may reasonably request:

(a) relating to the fees generated in relation to the Consulting Services; and

(b) in order to assess the Specialist’s compliance with the foregoing provisions of this clause 4.

6. Subscription Conditions

6.1 During the Trial Period:

(a) a maximum of 10 users can be added to a Team Account ;

(b) a maximum of 100 consultations can be carried out; and

6.2 If a subscription for the Platform has not been purchased after the Trial Period, then for a period of 16 days after the Trial Period ends access to the account shall be in ‘view only’ mode. After this time, if no subscription has been purchased the trial account will be deleted.

6.3 If the Platform cannot collect payment for any user subscription, that user shall be permitted to access and use the Platform for a period of 14 days from the date the subscription ends, after which time that user shall be permitted to access the Platform in ‘view only’ mode until such time as payment is successfully collected.

6.4 Specialists shall be permitted to upgrade or downgrade their package at any point subject to making payment of any additional fees or charges (if applicable). If a user downgrades their tier level, this will become effective when the subscription terms renews and no refunds or rebates will be made for downgraded subscriptions. Any upgrade to the subscription tier will become effective once payment has been received.

6.5 Subscriptions shall renew automatically, and payment shall be taken from the Specialist’s card automatically on renewal, unless the Specialist cancels before the end of the Initial Subscription Term of any subsequent renewed term.

6.6 If a user cancels their subscription before the end of the Initial Subscription Term, or any subsequent term, no refund for the unspent period of their subscription will be given by Wisebee.

6.7 The administrator for Team Accounts and Enterprise Accounts has the ability to deactivate Authorised Users within their accounts. Once deactivated, any user shall be able to access the Platform, but no Consulting Services will be permitted to be provided by that user. Wisebee accepts no liability or responsibility for any user deactivations that a team administrator makes.

7. Termination

7.1 A user account on the Platform will be deleted 6 months after the subscription ends if there is no further renewals of the subscription.

7.2 Without affecting any other right or remedy available to it, either Wisebee or the Specialist may terminate the provision of Services pursuant to these terms and conditions with immediate effect, by giving written notice to the other party, if:

(a) the other party commits a material breach of any of its obligations under these terms and conditions, and where such breach is capable of remedy, has not remedied such breach within thirty (30) calendar days of written notice specifying the breach;

(b) the other party is subject to bankruptcy or insolvency proceedings; becomes insolvent; makes any composition or arrangement with creditors or an assignment for their benefit (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party); is subject to proceedings for the appointment of an administrator; goes into liquidation whether voluntary or compulsory (except for the purpose of solvent amalgamation or reconstruction); has a receiver or administrative receiver of any assets appointed; or a petition, notice, resolution or order for or in connection with the winding up of that other party is presented (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party); or where a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 business days;

(c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 6.2(b); or

(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

7.3 On termination of the Services provided pursuant to these terms and conditions for any reason:

(a) all licences granted under these terms and conditions shall immediately terminate;

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination shall not be affected or prejudiced.

8. Data Protection

8.1 Wisebee shall ensure that it complies in all material respects with all applicable Data Protection Laws.

8.2 The Specialist undertakes to comply with all its obligations under the Data Protection Laws.

8.3 Wisebee shall have no responsibility for the Specialist’s compliance with Data Protection Laws and Wisebee shall have no liability for the breach by the Specialist of any such laws.

9. Intellectual Property

9.1 You acknowledge that all rights in and to the Intellectual Property used in connection with the Platform, Services and our business and the goodwill connected with that (“Wisebee Intellectual Property“) are, and shall remain, the property of Wisebee. For the avoidance of doubt, this does not affect your title to any trade marks, trade names or other proprietary marks which you may display upon the Platform in connection with the Consulting Services. By agreeing to these terms and conditions, you hereby licence Wisebee to use your proprietary names and marks for the purposes of providing the Services.

9.2 You agree and accept that:

(a) you are permitted to use the Wisebee Intellectual Property only for the purposes of receiving the Services pursuant to these terms and conditions and only as authorised by us in these terms and conditions or otherwise in writing;

(b) other than to that extent, you have and shall have no right to use or to allow others to use the Wisebee Intellectual Property or any part of it;

(d) you shall not use any trade marks, trade names or get-up which resemble our trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;

(e) you shall not remove or alter any trade marks, trade names, or logos used by us in connection with the Services; and

(f) you shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could infringe, invalidate or be inconsistent with the Wisebee Intellectual Property.

9.3 You shall immediately notify us of:

(a) any actual, threatened or suspected infringement of any Wisebee Intellectual Property of which you become aware; and

(b) any claim by any third party, of which you become aware, that the Platform or the provision of the Services infringes any rights of any other person.

10. Breach of these Terms and Conditions

10.1 Where we determine that you have breached these terms and conditions, we may take such action as we deem appropriate, which may include all or any of the following:

(a) immediate, temporary or permanent withdrawal of your right to use the Platform;

(b) issue of a warning to you;

(d) disclosure of information to law enforcement authorities.

10.2 We exclude any liability for lawful actions taken by us in response to breaches of these terms and conditions and we reserve the right to seek compensation from you for any loss or damage we may suffer as a direct consequence of any breach by you or those for whom you are responsible under these terms and conditions.

11. Liability

11.1 Wisebee has no control over any information transmitted via the Platform by the Specialist to the End User and Wisebee does not examine the nature of the information that is sent or received via the Platform or the detail of the Consulting Services made available for booking through the Platform.

11.2 For the avoidance of doubt, the Specialist is solely responsible for providing the Consulting Services to End Users and accepts that Wisebee has no liability whatsoever in relation to the provision of the Consulting Services to End Users.

11.3 Wisebee does not accept any liability whatsoever for the acts or omissions of other providers of telecommunication services or for faults in or failures of their apparatus, unless such providers have been appointed as sub-contractors, or third party processors, by us under these terms and conditions.

11.4 Subject to clause 10.6, no party shall be liable to any other under these terms and conditions for any indirect or consequential loss or damage, including (without limitation), loss of business, revenue or profits, anticipated savings or wasted expenditure.

11.5 All conditions, terms, representations and warranties relating to the Services supplied under these terms and conditions, whether imposed by statute or operation of law or otherwise, and that are not expressly stated in these terms and conditions, are hereby excluded.

11.6 Nothing in these terms and conditions shall exclude any party’s liability for death or personal injury resulting from their negligence, fraud, fraudulent misrepresentation, gross negligence, or for any wilful or deliberate act or omission.

11.7 Subject to clause 10.6, Wisebee’s total aggregate liability to the Specialist or End Users, for any claim in contract, delict, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the Fee Payment received by Wisebee in the preceding 12 months (as at the date the event leading to the claim occurred).

12. Indemnity

The Specialist shall indemnify Wisebee against, and compensate Wisebee for, all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with the Specialist’s use of the Platform and the provision of the Consulting Services (or arising from the use of the Platform by any other person using your subscription (whether such use is permitted by you, or not)).

13. Confidentiality

13.1 The provisions of this clause 12 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its employees, officers, contractors, subcontractors, representatives and advisers (“Representatives”), in breach of these terms;

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

13.2 Each party shall keep the other party’s Confidential Information confidential and shall not:

(a) Use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection these terms and conditions (“Permitted Purpose”); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.

13.3 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

13.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible, and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.5 On the termination of the Services provided pursuant to these terms and conditions, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 6 (Termination).

14. Rights and remedies

Except as expressly provided in these terms and conditions, the rights and remedies provided under this these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

15. No partnership or agency

Nothing in these terms and conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16. Force majeure

Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17. Governing law

These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of Scotland.

18. Jurisdiction

Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter (including non-contractual disputes or claims).

Terms for Platform Users

Terms & Conditions for the provision of services through the Wisebee platform. In respect of the use of the Wisebee platform, see Terms for Service Providers.

By creating an account with Wisebee you agree to these terms which will bind you.

Who we are and what these terms and conditions do

We are Wisebee Ltd, a company incorporated in Scotland (company number SC725600) with our registered office at Unit 35, Camperdown Street, Dundee DD1 3JA (“Wisebee”). We can be contacted at info@wisebee.app. Subject to these terms, Wisebee license you to use:

Wisebee’s online platform for the remote scheduling and arrangement of professional services consultations, the data supplied with such software (Platform) and any updates or supplements to it.
The service you connect to via the Platform and any content we provide to you through it (Service).

as permitted in these terms.

Your privacy

We only use any personal data we collect through your use of the Platform and the Service in the ways set out in our privacy policy.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Platform or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Support for the Platform and how to tell us about problems

Support. If you want to learn more about the Platform or the Service or have any problems using them please take a look at our support resources at https://www.wisebee.io.

Contacting us (including with complaints). If you think the Platform or the Service is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@wisebee.app or call them on TBC.

How you may use the Platform, including how many devices you may use it on

In return for your agreeing to comply with these terms you may:

access, download or stream a copy of the Platform and view, use and display the Platform and the Service on such devices for your personal purposes only.
receive and use any free supplementary software code or update of the Platform incorporating “patches” and corrections of errors as we may provide to you.

You must be 18 to accept these terms and access the platform

You must be 18 or over to accept these terms and access the Platform.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce, or where other changes are required to these terms from time to time.

Update to the Platform and changes to the Service

From time to time we may automatically update the Platform and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Your continued use of the Platform after we post any modifications to the terms of use will constitute your acknowledgment of the changes and your consent to abide and be bound by our terms of use.

We may collect technical data about your device

By using the Platform or any of the Services, you agree to us collecting and using technical information about the devices you use the Platform on and related software, hardware and peripherals to improve our products and to provide any Services to you.

We are not responsible for other websites you link to or for consulting services

The Platform or any Service may contain links to other independent websites which are not provided by us. Such sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

We are not responsible for any arrangements which you enter into with any professional or other specialists utilising the Platform to schedule and arrange appointments with you and/or other end users. The provision of any consulting or other services will be an arrangement between you and the relevant specialist, and any contract entered into will be between you and the relevant specialist. Wisebee is not a party to any such contract and shall have no liability whatsoever in respect of any consulting services arranged or provided to you through the Platform by any specialist with whom you engage.

Intellectual property rights

All intellectual property rights in the Platform and the Service throughout the world belong to us and the right to access the Platform and the Service are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform or the Service other than the right to use them in accordance with these terms. By uploading information, data or content to the Platform, you permit us to use the same in accordance with the terms of our Privacy Policy and accept that you are responsible for such information, data and content provided.

Our responsibility for loss or damage suffered by you

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

Please back-up content and data used with the Platform. We recommend that you back up any content and data used in connection with the Platform, to protect yourself in case of problems with the Platform or the Service.

Check that the Platform and the Services are suitable for you. The Platform and the Service have not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform and the Services meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the Platform or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event. There may also be periods of time where the Platform is unavailable if we are carrying our maintenance or the Platform is taken offline for any reason.

Restrictions on use of the Platform. As a condition of use of the Platform, you agree that you shall not access, store, distribute, upload or transmit any virus, or any material, content or image, during the course of your use of the Platform that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
involves the transmission of unsolicited mass mailings or other forms of spam, junk mail, chain letters or similar;
is otherwise illegal or causes damage or injury to any person or property;
is inconsistent with any instructions given to you by us from time to time; or
infringes any intellectual property rights (or other proprietary rights) of any person;
and we reserve the right, without liability to you (and without prejudice to our other rights) to suspend access to the Platform, to remove any such material or content and/or to restrict or disable your access to the Platform in the event of any breach of the above provisions.

You shall not, in using the Platform:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in the Platform and/or documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software in the Platform; or
access all or any part of the Platform in order to build a product or service which competes with the Platform; or
use the Platform to provide services to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, or otherwise commercially exploit, or otherwise make the Platform available to any third party; or
attempt to obtain, or assist third parties in obtaining, access to the Platform; or
introduce or permit the introduction of, any virus into our network and information systems.

You will ensure that all passwords and other user authentications which you use to access the Platform are kept confidential and secure, and changed or updated from time to time in line with our recommendations.

We may end your rights to use the Platform and the Services if you break these terms

We may end your rights to use the Platform and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the Platform and Services:

You must stop all activities authorised by these terms, including your use of the Platform and any Services and Wisebee has the right to terminate or delete your account.