Terms of Service / Privacy Policy

Lystable SaaS Terms of Use

These Lystable software as a service (SaaS) terms of use (the “Terms”) are effective as of the Effective Date and in conjunction with the Privacy Policy and any other terms and conditions of use which are incorporated herein by reference which may be posted on our site and/or Services govern your access to and use of Lystable Industries Ltd.’s and its Associated Companies (“Lystable”, “we”, “us” or “our”) online vendor management and onboarding software services and the related applications and services offered by Lystable. By accepting these Terms, either by clicking a box indicating your acceptance, registering to use the free of charge Standard Services and/or Premium Services (where you have selection to purchase such Premium Services), accessing or using the Standard Services and/or Premium Services, or by executing an order form that references these Terms (an “Order Form”), you agree to all of the terms set forth herein and in any such Order Form.

If you are using the Standard Services and/or Premium Services as an individual you represent that you are at least 18 years of age and can form legally binding contracts and if you are using such services on behalf of an organisation, you are agreeing to these Terms for that organisation and representing that you have the authority to bind that organisation to these Terms. In that case, “you” and “your” will refer to that organisation. You may not access the Standard Services and/or Premium Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Standard Services and/or Premium Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms, including any appendices and the Order Form(s), govern your use of the free of charge Standard Services and the Premium Services, where you have purchased a subscription to use such Premium Services. If you are only using the free of charge Standard Services then section 7 of these Terms will not apply to you. For the avoidance of any doubt, if you are purchasing the enhanced and customised enterprise version of our vendor management and on-boarding Services (“Enterprise Services”) the separate Enterprise Services terms and conditions entered into between you and us will apply to and govern your use of such Enterprise Services.

The defined terms set out in these Terms shall have the meanings given in section 11 of these Terms. In the event of any conflict between these Terms and any terms set out in an Order Form, these Terms shall prevail.

Standard Services

You may access the Standard Services without charge in accordance with and subject to these Terms and the applicable Order Form. In consideration of your grant of the licence to use Your Data set out in section 4.2, we shall grant you a non-exclusive, non-transferable, non-sublicensable licence to permit your Users to access and use the Standard Services in accordance with these Terms as of the Effective Date and continuing until: (i) we terminate your use of the Standard Services in accordance with these Terms; or (ii) you cease to use the Standard Services.

Additional terms and conditions of use of the Standard Services may appear on the registration page or elsewhere on our website or during your use of the Standard Services and such terms and conditions are incorporated into these Terms by reference and are legally binding.

Notwithstanding anything to the contrary in these Terms, the Standard Services are provided “As-is”, “As-available” and without any warranty or support whatsoever, except for any support in respect of certain issues with your use of the Standard Service as may be offered by Lystable from time to time. You use the Standard Services entirely at your own risk and we (and our Associated Companies and suppliers) do not make any representations and disclaim all warranties, express, implied, statutory, or otherwise, including without limitation warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non-infringement.

You may purchase Premium Services at any time during your use of the Standard Services in accordance with these Terms. Any such purchases shall be made in accordance with section 7 below. Such Premium Services may be used for the Subscription Term only, subject to earlier termination in accordance with these Terms.

Your Obligations

In respect of your use of the Standard Services and/or Premium Services, you represent and warrant that you shall:

2.1.1 only access and use the Standard Services and where applicable the Premium Services solely for the intended use of the Standard Services and Premium Services, for lawful purposes only and in accordance with these Terms, the Documentation and all applicable laws and regulations. You shall be liable for any User’s breach of these Terms and shall ensure all Users keep a secure password for his/her use of the Standard Services and/or Premium Services;

2.1.2 provide adequate, complete and accurate information in respect of your use of the Standard Services and/or Premium Services and provide all necessary co-operation as may be reasonably required by us in order to provide the Standard Services and where applicable the Premium Services, including without limitation the information and co-operation required as set out in sections 2.1.3, 7.1.3 and 7.5.5;

2.1.3 be responsible for: (a) accurate and timely reporting in accordance with timeframes set out in the Order Form and these Terms to Lystable of (i) any Vendor Services Agreement it enters into with a Discovery Vendor; and (ii) all amounts paid and payable under any such Vendor Services Agreement to a Discovery Vendor; and (b) reporting to Lystable any engagement of any Discovery Vendor by you (and applicable fees) within 2 weeks of engagement of a Discovery Vendor along with evidence of such engagement reasonably satisfactory to Lystable in order to provide Lystable with up to date information for billing purposes. Your failure to comply with subsection 2.1.3 shall be deemed a material breach of these Terms and Lystable may, without limiting any other remedies available to it, either terminate your access to and use of the Discovery Services only or terminate these Terms pursuant to clause 9.2;

2.1.4 be solely responsible for procuring and maintaining your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to your network connections or telecommunications links;

2.1.5 use all reasonable efforts to prevent any unauthorized access to, or use of, the Standard Services. Premium Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify us;

2.1.6 shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Your Data and for the accuracy and completeness of all information provided by You in respect of the Freelancer Classification Services. We shall not be liable for any errors or inaccuracies (i) in any information provided by You and/or Freelancers in respect of the Freelancer Classification Services, (ii) in any of Your Data or (iii) in any changes or modifications to any of Your Data by us upon your written instruction beyond our responsibility to accurately reproduce Your Data on your instruction; and

2.1.7 treat and communicate with Vendors in a respectful and professional manner at all times.

You shall not and shall ensure Users shall not:

2.2.1 transmit any Viruses or transmit, access, store or distribute any material, including without limitation Your Data, during the course of your use of the Standard Services and/or Premium Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) is otherwise illegal or causes damage or injury to any person or property;

2.2.2 access all or any part of the Standard Services, Premium Services and/or Documentation in order to build a product or service which competes in whole or part with the Standard Services, Premium Services and/or the Documentation;

2.2.3 include any Inappropriate Content, Viruses, malicious programs or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the infringement of any Intellectual Property Rights of any other party;

2.2.4 reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form all or any part of the Software;

2.2.5 modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Software, Standard Services, Premium Services and/or Documentation, or otherwise make the Software, Standard Services, Premium Services and/or Documentation available to any third party except the Users;

2.2.6 falsify User identification information; or

2.2.7 at any time disclose any information concerning Vendors or any other users that is not already contained in the public domain, except to the extent expressly permitted by Vendors or other users.

2.3 We reserve the right, without liability or prejudice to our other rights, to (i) disable your access and your Users’ access to the Standard Services and/or Premium Services for any material breach of the provisions of section 2.2; and/or (ii) upon notice to you to remove content (including without limitation Your Data) where, in our sole and reasonable discretion, we suspect such content breaches any laws or regulations, third party rights or these Terms and/or is deemed to be Inappropriate Content or is otherwise unlawful.

3. Independent Contractor

3.1 You acknowledge and agree that we are not a service company providing services through Vendors and do not employ any Vendors and all Vendors are providing such Vendor Services as independent contractors under separate agreement with you. The parties to these Terms are independent contractors. You bear all risk and cost of operating your own business, including risk of loss. Nothing in these Terms are intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as employee or agent for, or to bind, the other party in any way. You acknowledge and agree that you are free to determine (i) if you want to engage with a Vendor (ii) the Vendor Services you select or reject; and (iii) how you engage with any Vendors (including the terms upon which you engage with such Vendors under a Vendor Services Agreement). All negotiations are between you and the relevant Vendor for Vendor Services and you and such Vendors are free to negotiate the fees, timings and details of any Vendor Services to be provided under a Vendor Services Agreement. Nothing in these Terms is intended to prohibit or otherwise limit your ability to engage, and negotiate with, Vendors.

4. Your Data and Privacy

4.1 You shall own and retain full ownership of Your Data and shall have sole responsibility for: (i) the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data; and (ii) for obtaining all necessary licences and consents required to use Your Data (if any, and including but not limited to those from the owners or licensees of any third party information) as part of the Standard Services and/or Premium Services and you warrant and represent that such licences and consents have been obtained.

4.2 Solely to provide you with the Standard Services and/or Premium Services, you grant us and our Associated Companies who require access to Your Data in order to provide the Standard Services and/or Premium Services, a non-exclusive, worldwide, perpetual licence to (i) host, copy, transmit and display Your Data and to incorporate Your Data with the Lystable Data; and (ii) where necessary, to transfer Your Data to Third Party Suppliers or any other third party service providers used by Lystable, only as necessary for us to provide the Standard Services and/or Premium Services in accordance with these Terms. You further grant us and our Associated Companies a non-exclusive, worldwide, perpetual licence to use, host, transmit and display, post termination of these Terms, any Vendor lists or details of Vendors provided by or on behalf of you, to the extent such information and/or data is deemed Your Data, provided that such data does not include any of your Confidential Information.

4.3 You acknowledge that we are neither obliged nor able to edit and modify Your Data and have no obligation to monitor any information on the Standard Services and/or Premium Services and we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Standard Services and/or Premium Services, including without limitation data and information of Vendors. You further acknowledge that (i) you are responsible for all Your Data, and (ii) any communication with others while using the Standard Services and/or Premium Services is your sole and exclusive responsibility, and (ii) we will not be held responsible in any way for any intellectual property infringement or violation, or the violation of any other person’s rights or any laws arising or relating to Your Data. We are further not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application. We expressly disclaim all liability for any fraud committed in connection with the Standard Services and/or Premium Services. You agree to indemnify and save us and our Associated Companies harmless from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of Your Data, to the extent not caused by Lystable’s wilful misconduct.

4.4 By using the Standard Services and/or Premium Services, you acknowledge, accept and agree with all provisions of the Privacy Policy as made available by us to you, including, without limitation, our use of Your Data in accordance with such Privacy Policy. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Standard Services and/or Premium Services when you are not using them.

4.5 You shall not and shall ensure that your Users shall not in the use of the Standard Services and/or Premiums Standard Services, (i) request from any Vendor, (ii) input (or request us to input on your behalf), or (iii) provide to us, any personal data, including without limitation personal data of any Vendors, which is deemed sensitive data, including without limitation, information regarding union membership of a Vendor. In the event you provide to us or input (or requests us to input on your behalf) any such sensitive data in breach of this section, we shall not be liable in any way to you or your affiliates, any data subjects or any other party for any data breach which may occur in respect of any such sensitive data.

4.6 We shall follow our archiving procedures for Your Data as set out in our Back-Up Policy as such document may be amended by us in our sole discretion from time to time, with any such amended version to be made available to you. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use commercially reasonable efforts to restore such lost or damaged data from the latest back-up of Your Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party, (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up) unless solely caused by our negligence.

5. Confidentiality

5.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

5.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

5.1.2 was in the receiving party's lawful possession before the disclosure;

5.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

5.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

5.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

5.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

5.3 You acknowledge that details of the Software, Documentations, Standard Services, Premium Services, Lystable Data, feedback on the Standard Services and/or Premium Services and the results of any performance tests of the Standard Services and Premium Services, constitute our Confidential Information. We acknowledge that the Your Data is your Confidential Information.

5.4 The obligations of confidentiality under this section 5 shall survive the expiration or termination of these Terms for a period of five (5) years.

6. Lystable IP Ownership

6.1 You acknowledge and agree that we and/or our licensors suppliers and/or Third Party Suppliers own all Intellectual Property Rights in the Standard Services, Premium Services and all related Software and applications, the Lystable Data, the Documentation and the Third Party Services. There are no implied terms under these Terms and except as expressly stated herein, these Terms do not grant you any rights to, or in, any such Intellectual Property Rights or any other rights or licences in respect of our Software, Standard Services, Premium Services, Lystable Data, the Documentation or the Third Party Services.

6.2 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing software, documentation, products or services which are the same or similar to those provided under these Terms.

7. PREMIUM SERVICES – THE TERMS AND CONDITIONS SET OUT IN THIS SECTION 7 ONLY APPLY WHERE YOU HAVE SELECTED TO PURCHASE THE PREMIUM SERVICES.

7.1 The Premium Services. The Premium Services, as further described in the Documentation and in this section 7, provide additional tools and functionality to the Standard Services and you may purchase User Subscriptions for such Premium Services by entering into an Order Form with us for such Premium Services to which these Terms will apply. Where you have purchased User Subscriptions for the Premium Services as set out in the applicable Order Form , we shall provide you access to use the applicable Premium Services during the Subscription Term in accordance with these Terms and in particular this section 7:

7.1.1 Licence. Subject to you purchasing the User Subscription(s) for the Premium Services as selected for purchase in the applicable Order Form, we hereby grant to you a non-exclusive, non-transferable non-sublicensable licence to permit the Authorised Users to use the applicable Premium Services and the related Documentation during the Subscription Term solely for your internal business operations and in accordance with these Terms.

7.1.2 Discovery Services. The Discovery Services and any result of such services are provided solely to support your own Vendor sourcing efforts and the responsibility of determining the Vendor’s suitability and quality lies solely with you. We shall not be liable for any actions taken or reliance on such Discovery Service.

7.1.3 Vendor Payment Services. Where you have selected to use the Vendor Payment Services, you shall promptly notify us of any and all Vendors you select to use the Vendor Payment Services to facilitate your payments of the applicable fees due to such Vendors under a Vendor Services Agreement.  Provided that we have received your payment of the applicable Gross Expected Fees and Payment Service Fees in accordance with section 7.5 below, the Payment Provider will facilitate the payments of the fees payable by you to the applicable Vendor under a Vendor Service Agreement within 20 Business Days following your approval of the applicable Vendor invoice. You hereby authorise us and the Payment Provider to take action on your behalf in order to facilitate such payments to Vendors. You further agree and acknowledge that we may, to the maximum extent permitted by law, hold on record such payment information you provide pursuant to this section for the Subscription Term and in accordance with our Privacy Policy in order to provide the Vendor Payment Services to you. In respect of any payments to be made to Vendors on your behalf through the Vendor Payment Services, you shall: (i) notify us by the 20 th of each calendar month (or where the 20 th falls on a weekend, the Friday before), the amount of the Gross Expected Fees which will apply to that applicable calendar month, taking into account all the Vendor Services Agreements you have entered into in the previous month (or earlier), to enable us to invoice you for such amount for payment by you to us by the 1 st day of that calendar month in accordance with section 7.5.5; (ii) ensure that all Gross Expected Fees and Gap Fees are paid promptly in accordance with section 7.5.5 below; and (iii) promptly approve invoices submitted to you by Vendors through the Vendor Payment Service. We shall not be liable for any failure to pay or delay in payment to a Vendor as a result of your delay or failure to make payments to us and/or comply with our obligations in accordance with this sections 7.1.3 and section 7.5.5 or your failure to provide the correct and required information for the Payment Provider to effect such payment. You will indemnify and hold us and our Associated Companies harmless from and against all claims, proceedings, liabilities, costs, damages and expenses (including reasonable legal and other professional fees and expenses) awarded against use or incurred or paid by us and our Associated Companies as a result of or in connection with your failure or delay in payment of fees pursuant to this section 7.1.3 and section 7.5.5 or to comply with any of your obligations under sections 7.1.3 and 7.5.5.

7.1.4 Freelancer Classification Services. The Freelancer Classification Services and any results of such services are provided solely to support your own determination of the employment classification of those Freelancers whom you have selected to engage with for Vendor Services and is in no way a conclusive determination of such classification. Such tools are based on: (i) the Freelancer’s and your submission of accurate and complete information in respect of any Freelancers; and (ii) correct use by you and Freelancers of the Standard Services and Premium Services. You shall provide all required and accurate information in response to any questions or requests from us for the provision of such Freelancer Classification Services. You further acknowledge and agree that any results obtained from such Freelancer Classification Services may change at any time after the date of the provision of such Freelancer Classification Services for a Freelancer and/or during the provision of such Freelancer’s Vendor Services to you.

7.1.5 Third Party Services. As part of the Premium Services you may also subscribe to have access to the Third Party Services, which may be used by you at your sole option to assist you with your selection of any Freelancers and subject to payment by you of the applicable Third Party Services Fees for your use of such Third Party Services. Your access to and use of such Third Party Services shall be solely at your own risk and subject to Your acceptance and compliance with the separate terms and conditions of such Third Party Supplier which shall be provided for review and acceptance at the time of your purchase of such Third Party Services. You shall not solely rely on such Third Party Services to determine whether to engage with a Vendor and neither we nor the Third Party Supplier are liable for any action taken by you or your reliance on the results of such Third Party Services in respect of such Vendors or their Vendor Services.

7.2 Authorised Users. In respect of the Authorised Users of the Premium Services, you agree that the maximum number of Authorised Users that you authorise to access and use the Premium Services and Documentation shall not exceed the number of User Subscriptions you have purchased. You will not allow any User Subscription to be used by more than one per individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Standard Services and/or Documentation.

7.3 Audit Rights. To enable us to ensure your use of the Premium Services is in accordance with the Order Form and these Terms, you shall (i) upon our reasonable request, provide evidence of your use of the Premium Services in compliance with the Order Form and these Terms within 20 days of such request (including without limitation the declaring of fees in accordance with clauses 2.1.3 and 7.5.3), save that Lystable may only make such request twice per year, except where Lystable reasonably believes that you are not using the Premium Services in compliance with the Order Form and these Terms; and (ii) permit us to audit your use of the Premium Services in order to determine your use of the Premium Services is in accordance with these Terms and the Order Form and such audit may be conducted no more than once per year, at our expense, upon reasonable prior notice, and in such a manner as not to substantially interfere with your normal conduct of business. Without prejudice to any other rights we may have, where it is determined that your use of the Premium Services is in excess of the User Subscription purchased or otherwise in breach of your usage rights under these Terms and the applicable Order Form, we shall invoice and you shall pay for the additional fees as per our then current price list which will are payable for such excess use.

7.4 Premium Services Availability and Support

7.4.1 We shall use commercially reasonable endeavours to make the Premium Services (excluding any Third Party Services) available 24 hours a day, seven days a week, except for required maintenance periods as notified to you from time to time.

7.4.2 We will, as part of the Premium Services and at no additional cost to you, provide you with the Support Services during Business Hours. We may offer enhanced support service packages for purchase, such as our 24/7 support services, as detailed in the applicable Order Form, at our then current rates for any such additional Support Services (as notified to you by us from time to time).

7.5 Premium Services and Third Party Services Payment Terms

7.5.1 Unless otherwise agreed in the applicable Order Form you shall pay all the Subscription Fees annually in advance for the duration of the Subscription Term in accordance with the Order Form (or the billing section for our Premium Services as applicable) and we may invoice you for the Subscription Fees on or after the Effective Date and thereafter on each 12 month anniversary of the Effective Date for the duration of the Subscription Term.

7.5.2 You may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number originally purchased for the additional fees set out in the applicable Order Form and we shall grant access to the Premium Services and the Documentation to such additional Authorised Users in accordance with these Terms.

7.5.3 Unless otherwise agreed in the applicable Order Form, the fees payable for the Discovery Services for each Discovery Vendor you engage with shall be calculated on the basis of the percentage of the fees payable by you to a Discovery Vendor pursuant to the relevant Vendor Services Agreement as set out in the applicable Order Form (“Discovery Service Fee”). You shall notify us of such fees payable by you to such Discovery Vendor(s) in accordance with section 2.1.3. Unless otherwise agreed in the applicable Order Form, we may invoice you for such Discovery Service Fee in each case on or after the date of receipt of the notification by you of the applicable fees for calculating the Discovery Service Fee.

7.5.4 Unless otherwise agreed in the applicable Order Form, the Third Party Service Fees shall be payable by you in advance on a pay-as- you-go basis at the time you select and purchase such Third Party Services and subject to the terms and conditions of the Third Party Supplier of such Third Party Services.

7.5.5 Unless otherwise agreed in the applicable Order Form, we will invoice and you shall pay us the Gross Expected Fees and applicable Payment Service Fee monthly in advance and each payment must be received by us in cleared funds by no later than the 1 st day of each calendar month, with the first payment to be received in cleared funds by 1 st day of the calendar month after the effective date of the Order Form. No payments shall be made to Vendors in accordance with section 7.1.3 unless and until you have paid the Gross Expected Fees and Payment Service Fee in full upfront for the applicable calendar month. On the last day of each calendar month, the difference between the Gross Expected Fees and the Gross Actual Fees will calculated by us (“Gap Result”). Where the Gap Result indicates for such month that (i) the Gross Actual Fees paid by the Payment Provider are more than the Gross Expected Fees we shall invoice you for the additional amount (“Gap Fee”) to reconcile the difference on or after the first day of the following calendar month and such Gap Fees are payable immediately; or (ii) the Gross Actual Fees are less than the Gross Expected Fees paid by the Payment Provider to Vendors, the difference shall be rolled over into the following month and deducted from the following months Gross Expected Fees invoice. If at any point during the provision of the Vendor Payment Services we or the Payment Provider determine that there is not or will not be sufficient funds to cover all invoices due for payment, we will have the right to issue an interim invoice to you for additional funds to cover any shortfall which must be paid immediately.

7.5.6 Unless otherwise stated in the applicable Order Form or our billing section for our Premium Services, all Fees or any other fees payable under these Terms (except for the Payment Service Fee which shall be payable in accordance with 7.5.5 above) are payable in full within thirty (30) days of the date of invoice. All amounts and Fees stated or referred to in these Terms and/or the applicable Order Form are non-refundable and exclusive of all Taxes. You shall be solely responsible for, and for paying, all applicable Taxes relating to these Terms, and the use of or access to the Premium Services.

7.5.7 If we have not received payment from you by the due dates and without prejudice to our other rights and remedies, we may: (a) by giving ten (10) Business Days prior written notice to you, without liability to you, disable your password, account and access to all or part of the Premium Services until such outstanding payments are received in full by us; and (b) charge interest which shall accrue on such due amounts at the higher of (i) an annual rate equal to 4% or (ii) the standard statutory delay interest rate under applicable law.

7.5.8 We shall be entitled to increase the fees for User Subscriptions, Vendor Payment Services and/or Discovery Services with effect from the start of each Renewal Period upon prior notice to you and the these Terms shall be deemed to have been amended accordingly.

7.6 Premium Services Warranty

7.6.1 We warrant that the Premium Services will be performed substantially in accordance with the Documentation and with reasonable skill and care for the Subscription Term.

7.6.2 The warranty provided in section 7.6.1 shall not apply to the extent of any non-conformance which is caused by use of the Premium Services contrary to our instructions or the Documentation, or modification or alteration of the Premium Services by any party other than us or our duly authorised contractors or agents, or any Third Party Services accessed by you through the Premium Services. If the Premium Services do not conform with the warranty provided in section 7.6.1, we will, at our expense, use commercially reasonable efforts to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy, and our sole and exclusive liability for any breach of the warranty. Notwithstanding the foregoing, we: (a) do not warrant that your use of the Premium Services will be uninterrupted or error-free; or that the Premium Services, Documentation and/or the information obtained by you through the Premium Services (including without limitation any information provided by Vendors) will meet your requirements; and (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from your access to and use of the Premium Services or Third Party Services and/or third party applications (such as Google) or the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Premium Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and (c) are not responsible for any Virus which was not detected by our use of reasonable current commercial methods of detection or transmitted through Third Party Services; and (d) shall not, nor our suppliers or third-party service providers or software vendors, have any liability whatsoever for the accuracy, completeness, or timeliness of Your Data, or for any decision made or action taken by you, any Authorised User, or any third party in reliance upon any of Your Data.

7.6.3 Except as expressly provided for in this section 7.6, we (and our Associated Companies and suppliers) disclaim all other warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non- infringement.

8. Limitation of liability

8.1 Subject to sections 8.2 and 8.3, our total liability for or in respect of any loss or damage suffered by you (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with these Terms in respect of: (i) your use of the Premium Services shall be limited to the total amount of Fees paid by you during a Claim Year; and (ii) your use of the Standard Services shall be limited to £100.

8.2 The exclusions in this section 8 shall apply to the fullest extent permissible at law but neither party excludes liability for death or personal injury caused by its negligence, or of its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by law.

8.3 To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or Standard Services, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. We accept no liability for failure to maintain any level of availability of the Standard Services and/or Premium Services other than where we are in breach of our obligations under these Terms.

8.4 In addition to the other limitations and exclusions set out in section 1.3 and this section 8, we shall have no liability:

8.4.1 for Your Data (except for the exclusive remedy provided in section 4.6), the Third Party Services or any other materials, third party products or services used and/or accessed using the Standard Services and/or Premium Services or for any fraud committed in connection with the Standard Services and/or Premium Services;

8.4.2 for or under any Vendor Services Agreement or other agreement entered into between you and any Vendors;

8.4.3 for any Vendor’s acts or omissions (including for any information it provides in its user profile or through the Onboarding Services) or for any Vendor Services or the quality of such Vendor Services; or

8.4.4 for your determination of a Freelancer’s employment classification based upon the Freelancer Classification Services; or

8.4.5 where any failure to provide the Standard Services and/or Premium Services is caused by:

(a) a network, hardware or software fault in equipment which is not under our control;

(b) any act or omission by you or Vendors;

(c) use of the Standard Services and/or Premium Services contrary to these Terms; or

(d) any unauthorised access to the Standard Services and/or Premium Services, including without limitation a malicious security breach.

8.5 In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be as set out in section 4.6.

8.6 We cannot and do not guarantee: (i) verification of each Vendor’s identity and/or the information contained in their user profiles or any information they provide to you in response to a request by you for services and/or as part of the Onboarding Services and/or Discovery Services; (ii) any Freelancer’s employment classification; or (iii) the ability or willingness of any Vendor to respond or accept a request for services or to fulfil its obligations with respect to a Vendor Services Agreement. Consequently it is you responsibility to verify the identity of any Vendors you engage with and that Vendor’s suitability with respect to a Vendor Services Agreement, including such Vendor’s ability to provide the Vendor Services.

8.7 We do not and cannot control the flow of data to or from the network where our platform resides and other portions of the internet, including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). We cannot guarantee that such events will not occur. Accordingly, we, our Associated Companies, suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and you shall have no claim in respect thereof. Our website and Standard Services and/or Premium Services may contain links to websites operated by third parties and these links are for convenience only. We are not responsible and we and our Associated Companies, suppliers and subcontractors disclaim any and all liability for their content and privacy policies and do not endorse any linked material.

8.8 You assume sole responsibility for: (i) results obtained from your use of the Standard Services, Premium Services, Documentation and any Third Party Services and for conclusions drawn from such use; and (ii) for any agreements, including without limitation Vendor Services Agreements you enter into with any Vendors and the provision of Vendor Services under such agreements. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Standard Services, Premium Services and/or Third Party Services, or any actions taken by us at your direction in your use of the Standard Services, Premium Services and/or Third Party Services or engagements with any Vendors. The Standard Services, Premium Services and Third Party Services are not intended to be used as the sole basis for any business decision and are based upon data provided by you, Vendors and/or third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for us to guarantee.

9. Term and Termination

9.1 These Terms shall, unless otherwise terminated as provided in this section 9, commence on the Effective Date and shall continue (i) for the Standard Services, for the period stated in section 1.1; and (ii) for Premium Services, for the Subscription Term, which may be renewed for additional Renewal Periods upon request by you and payment of the applicable Fees for any such Renewal Periods. Without a Renewal Period in place, your access and use of the Premium Services shall automatically terminate. Expiration or termination of your access and use of the Premium Services shall not affect your access and use of the Standard Services which shall remain in effect until expiration or earlier termination in accordance with section 1.1 and this section 9.

9.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other at any time with immediate effect upon written notice if the other party:

9.2.1 is in material breach of any of its obligations under these Terms and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or

9.2.2 voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

9.3 Early Termination. After the Initial Subscription Term, you may at any time during the applicable Subscription Term terminate the subscription for Premium Services under an Order Form with sixty (60) days prior written notice to us, provided that you shall not receive a refund for any prepaid fees and shall be liable for the remainder of the fees applicable to the period of the then current Subscription Term after the date of termination.

9.4 Subject to section 9.5, on expiration or termination of these Terms for any reason:

9.4.1 Your rights of use granted under these Terms shall immediately terminate and you shall cease the use of the Standard Services and Premium Services;

9.4.2 You shall promptly pay all monies due or to become due under these Terms and/or the relevant Order Form through the effective date of termination, including any fees in respect of early termination pursuant to section 9.3;

9.4.3 each party shall return and make no further use of any equipment, property, Software, Standard Services, Premium Services and Documentation, Confidential Information and other items (and all copies of them) belonging to the other party, subject to clause 4.2 and our retention of a back-up copy of Your Data in our possession for up to 30 days after the date of termination in accordance with section 9.4.4 below;

9.4.4 we may destroy or otherwise dispose of any of Your Data in our possession unless we receive, no later than thirty (30) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of Your Data. We shall deliver the back-up to you following our receipt of such a written request. You shall pay all reasonable fees and expenses incurred by us in returning or disposing of Your Data.

9.5 In the case of termination of only the Premium Services, your use of the Standard Services shall remain unaffected and these Terms shall continue to apply in full force and effect to your use of the Standard Services until such use expires or is terminated in accordance with these Terms.

10. General

10.1 Entire Agreement. These Terms together with the Privacy Policy and any applicable Order Form set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with these Terms shall not be binding on us. In entering into these Terms you acknowledge and agree that you have not relied on any representations made by us except as set forth in these Terms. Any such representations are excluded. Nothing in this section shall limit liability for any representations made fraudulently.

10.2 Changes to Services. We may vary the Standard Services and/or Premium Services at any time and without any liability to you. We will notify you of any such changes.

10.3 Waiver. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

10.4 Invalid provisions. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.5 Governing Law and Jurisdiction. These Terms will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.

10.6 Third Party Rights. Subject to section 6.1, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under these Terms.

10.7 Sub-contracting and Assignment. You may not assign or otherwise transfer these Terms or any of your rights or obligations or purport to do any such acts under them to any third party without our prior written consent. We shall have the right, upon written notice to you, to assign these Terms to any of our Associated Companies, or to an entity resulting from a merger, acquisition or other reorganisation of our business. In addition, we shall have the right to sub-contract any of our obligations hereunder to a third party, provided that we shall continue to remain responsible for the performance of the Standard Services and/or Premium Services hereunder. Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.

10.8 No partnership or agency. Nothing in these Terms 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).

10.9 Force Majeure. We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm. We shall provide you with notice of such an event and its expected duration.

10.10 Notices. All notices to be given under these Terms shall be given in English in writing. You will give all notices under or in connection with these Terms to the address stated at the end of these Terms, or otherwise provided to you on our website or notified by us to you in writing. You agree and consent to receiving all notices and communications from us under or in connection with these Terms electronically. We will provide any such notices and communications by posting them on our website or emailing them to you via the email you provided in the registration process. By giving your consent you are confirming that you have access to the necessary equipment to receive and open any such notices. You may withdraw your consent upon written notice to us and request paper copies at any time provided that you agree that we may charge you fees for such paper copies.

10.11 Variations. Save as otherwise expressly stated in these Terms, these Terms may only be modified or varied in writing executed by duly authorised representatives of both parties.

10.12 Survival. In addition to those provisions which by their nature are intended to survive any termination of these Terms, sections 5, 6, 8, 9 and 10 of these Terms shall survive such termination or expiration of these Terms.

10.13 Export Control. The Standard Services, Premium Services, Documentation and other Lystable materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. You agree that you will not submit the Standard Services, Premium Services, Documentation or other Lystable materials to any government agency for licensing consideration or other regulatory approval without our prior written consent and will not export the Standard Services, Premium Services, Lystable Data, Documentation or Lystable materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where you are registered, and any foreign countries with respect to the use of the Standard Services, Premium Services, Documentation or other Lystable materials by you and your users. You will not engage in any activity that would cause Lystable to be in violation of any such export control laws and regulations.

11. Definitions

Capitalised terms not otherwise defined in these Terms shall have the meanings set out below:

11.1 Associated Company: an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to these Terms. For the purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent of the voting power to elect directors of the entity, or (ii) greater than fifty per cent of the ownership interest in the entity;

11.2 Authorised Users: your employees, agents and independent contractors who are authorised by you to use the Premium Services and the Documentation, and for which you have purchased User Subscriptions;

11.3 Business Day: 9.00am to 5.00pm local UK time on any day which is not a Saturday, Sunday or statutory public holidays in the UK;

11.4 Business Hours: the hours between 9.00 am to 5.00 pm local UK time each Business Day;

11.5 Claim Year: each consecutive twelve (12) month period commencing on the effective date of the Order Form or date of purchase of the User Subscription as applicable;

11.6 Confidential Information: information that is proprietary or confidential and is (i) clearly labelled as such, (ii) identified as Confidential Information in section 5, (iii) is otherwise information that a reasonable person would consider to be confidential; or, in the case of Lystable, any information relating to any Vendors which is received, viewed, accessed and/or used by you through your use of the Standard Services and/or Premium Services or any Third Party Services;


11.7 Discovery Database: the database accessed by you through the Discovery Services which is a database owned and created by us using a list of Vendors sourced by us and who are not part of the list of Onboading Vendors provided by you to us;

11.8 Discovery Services: an extension to the Onboading Services where we provides you with access to the Discovery Database in addition to the Onboarding Database for you to search for additional or alternative vendors or freelancers, make a request for services and select and engage with such selected Discovery Vendors for Vendor Services pursuant to a Vendor Services Agreement. Upon entering into a Vendor Services Agreement with a Discovery Vendor, such Discovery Vendor shall become part of the Onboarding Database and shall be indicated in such database as a Discovery Vendor which has been selected and engaged by you through your use of the Discovery Services;

11.9 Discovery Service Fee: has the meaning given in section 7.5.3;

11.10 Discovery Vendors: any supplier of Vendor Services (which may be freelancers, individuals, or companies) available to view as part of the Discovery Database provided through the Discovery Services who you are seeking to engage with and/or engages with for their Vendor Services under a Vendor Services Agreement;

11.11 Documentation: the document(s) made available to you by Lystable which set(s) out a description of the Standard Services and Premium Services and the user instructions for the Standard Services and Premium Services;

11.12 Effective Date: the date of acceptance of these Terms on the earlier of you (i) clicking a box indicating your acceptance of these Terms, (ii) accessing or using the Standard Services and/or Premium Services or (iii) executing an Order Form that references these Terms;

11.13 Fees: the Subscription Fees, Payment Services Fees, Discovery Service Fees and any additional fees or expenses payable by you for the Premium Services as set out in the applicable Order Form;

11.14 Freelancer: any individual freelancer available through the Standard Services and/or Premium Services for you to engage with for such Freelancer’s provision of its Vendor Services;

11.15 Freelancer Classification Services: means provision of tools by us to help you asses and determine the classification of your selected Freelancer’s employment status of either an “independent contractor” or “employee” for the purposes of you determining your employment and tax liabilities (if any) in respect of such Freelancers. Such tools use the information provided by Freelancer and you in response to the set of questions provided to Freelancer and you by Lystable;

11.16 Gross Actual Fees: means the actual fees paid to Vendors by the Payment Provider in respect of the Vendor Services for the applicable preceding calendar month;

11.17 Gross Expected Fees: means the total gross monthly Vendor fees expected to be payable by you via the Payment Provider to Vendors for Vendor Services during the applicable calendar month as notified by you to us prior to the start of each calendar month;

11.18 Gap Fees: has the meaning given in section 7.5.5;

11.19 Gap Results: has the meaning given in section 7.5.5;

11.20 Inappropriate Content: content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;

11.21 Initial Subscription Term: the initial twelve (12) month term of the subscription to use the Premium Services commencing on the effective date of the applicable Order Form, or such other period as agreed by the parties in the applicable Order Form;

11.22 Intellectual Property Rights: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

11.23 Lystable Data: (i) the Lystable vendor data used as part of the Onboarding Database in order to extend the vendor data provided by you to us to provide a complete populated account for each such Onboading Vendor in the Onboarding Database or such other information or data provided by us as part of the Standard Services; (ii) the Discovery Vendor Database; and (ii) any meta data and/or anonymised data extracted by us from your use of the Standard Services and/or Premium Services to be used to provide the Standard Services and/or Premium Services, which shall include without limitation the aggregate score of your ranking of your vendors globally;

11.24 Onboarding Database: the database accessed by you through the Onboarding Services which is a database created by us using the list of Onboarding Vendors already known to and provided by you to Lystable.

11.25 Onboarding Services: means the Vendor onboarding services which enables you to rate, review and search for Onboarding Vendors using the Onboarding Database, make a request for services and select and engage with Onboarding Vendors for Vendor Services pursuant to a Vendor Services Agreement, as further described in the Documentation;

11.26 Onboarding Vendors: any supplier of Vendor Services (which may be freelancers, individuals or companies) available to view as part of the Onboarding Database provided through the Standard Services who you are seeking to engage with and/or engages with for their Vendor Services under a Vendor Services Agreement and which is not a Discovery Vendor;

11.27 Order Form: has the meaning given in the first paragraph of these Terms above;

11.28 Payment Provider: means the third party payment facilitator used for the Vendor Payment Services to facilitated your payments to Vendors in respect of the Vendor Services;

11.29 Payment Service Fee: means the fee payable by you for the Vendor Payment Services which is calculated as a percentage of the Gross Expected Fee plus the Gap Fees. The percentage applicable shall be set out in the Order Form;

11.30 Premium Services: the Premium Services which are selected by you for purchase either through our online ordering page or by signing an Order Form for such Premium Services,[which may include one or all of the following: (i) access to Third Party Services(ii) the Freelancer Classification Services, the Discovery Services and (iv) the Vendor Payment Services, s] and (v) any other Premium Services as made available by us from time to time, as further described in the Documentation.

11.31 Renewal Period: any twelve (12) month renewal period of the subscription to use the Premium Services following the Initial Subscription Term;

11.32 Services: the Standard Services and Premium Services;

11.33 Software: the online Vendor management software applications provided by us as part of the Standard Services and Premium Services;

11.34 Standard Services: (i) the Onboarding Services, including access to and use of the Onboarding Database and Lystable Data and (ii) access to the Lystable hosting platform, as further described in the Documentation;

11.35 Subscription Fees: the subscription fees payable by you to us for the User Subscriptions to use the Premium Services, as set out in the Order Form;

11.36 Subscription Term: the Initial Subscription Term and any subsequent Renewal Periods;

11.37 Support Services: the standard Support Services for the Premium Services made available by us from time to time, including any applicable Software maintenance upgrades;

11.38 Taxes: includes without limitation withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on our gross income;

11.39 Third Party Services: the Third Party Services provided by Third Party Suppliers under the separate terms and conditions of such Third Party Supplier for the relevant Third Party Service, for which Lystable provides a link to for use by you at your sole option and expense to provide you with additional tools to help you choose a Vendor; such Third Party Services may include services such as background checks of Vendors;

11.40 Third Party Services Fees: the fees payable by you on a pay-per- use basis for the Third Party Services it has chosen to purchase as set out in the then current price list for such Third Party Services as provided to you from time to time prior to purchase;

11.41 Third Party Supplier: any third party provider of the Third Party Services;

11.42 User Subscriptions: the user subscriptions purchased by you in accordance with these Terms for the number of Authorised Users to use the Premium Services, which entitle such Authorised Users to access and use the Premium Services and the related Documentation in accordance with these Terms;

11.43 Users: your employees, agents and independent contractors who are authorised by you to use the Standard Services and in respect of the Premium Services, your Authorised Users;

11.44 Vendors: any Onboarding Vendors and Discovery Vendors whom you may and/or do engage with for their Vendor Services under a Vendor Services Agreement;

11.45 Vendor Payment Services: the vendor payment service accessed by you to facilitate your payment of the applicable fees to Vendors for the Vendor Services through the Payment Provider;

11.46 Vendor Services: means the Vendor Services offered by Vendors to you and provided to you by such Vendors as independent contractors under a Vendor Services Agreement;

11.47 Vendor Services Agreement: means the separate and independent agreement you enter into with Vendors as between you and such Vendor(s) for the Vendor Services;

11.48 Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.

11.49 Your Data: the data and information you provide us, the Third Party Suppliers and/or Payment Provider and/or inputted by you, Users, or us on your behalf for the purpose of using the Standard Services and/or Premium Services or facilitating your use of the Standard Services and/or Premium Services, or data collected and processed by or for you through your use of the Standard Services and/or Premium Services, but excluding Lystable Data.




Lystable SaaS Terms of Use For Suppliers and Freelancers

These Lystable software as a service (SaaS) terms of use for Suppliers and Freelancers (the “Terms​”) are effective as of the Effective Date and govern your access to and use of Lystable Industries Ltd.’s and its affiliates' (“Lystable​”, the “Company”, “we”, “us” or “our​”) online vendor management software services and the related applications and services offered by the Lystable pursuant to these Terms and the Lystable Privacy Policy is hereby incorporated by reference. By accepting these Terms, either by clicking a box indicating your acceptance, accessing or using the Services, or by executing an order form that references these Terms (an “Order Form​”), you agree to all of the terms set forth herein and in any such Order Form. If you are using the Services as an individual you represent that you are at least 18 years of age, can form legally binding contracts and if you are using on behalf of an organisation, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organisation to these terms. In that case, “you” and “your” will refer to that organisation.


1. Scope

1.1 These Terms, including any appendices and the Order Form (if any), govern your use of the Services

1.2 Any capitalised terms not otherwise defined in these Terms shall have the meanings given in clause 15 of these Terms.

1.3 In the event of any conflict between these Terms and any terms set out in any Order Form, these Terms shall prevail.


2. Services

2.1 Lystable offers the Services solely for the purposes of allowing you and other suppliers and/or freelancers to advertise your Vendor Services for Client Users to find and engage with you for such certain Vendor Services under a separate Vendor Services Agreement.

2.2 In consideration of your grant of the licence to use Your Data set out in clause 7.2, we shall provide the Services in accordance with these Terms.

2.3 You may use the Services without charge, subject to your compliance with these Terms and any Order Form terms and conditions, if applicable, for the Subscription Term solely for your internal business purposes.

2.4 Additional terms and conditions of use of the Services may appear on the registration page or other pages for such Services and such terms and conditions are incorporated into these Terms by reference and are legally binding.


3. Independent Contractor

3.1 The parties to these Terms are independent contractors. Nothing in these Terms are intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as employee or agent for, or to bind, the other party in any way.

3.2 You acknowledge and agree that you are free to determine (i) how and what Vendor Services are performed by you; and (ii) if you decide to and how you engage with any Client Users, and are free to reject any request for Vendor Services.

3.3 Client Users may choose to accept or reject any Vendor Services offered by you through our Services and to negotiate the fees, timings and details of any Vendor Services to be provided under a Vendor Services Agreement and all negotiations are between you and such Client Users only and do not involve us in any way.

3.4 You are and shall at all times identify yourself as an independent contract to any third party, including without limitation the Client Users and as an independent contractor, you bear all risk and cost of operating your own business, including risk of loss.


4. Payment of Vendor Services and Tax obligation

4.1 As part of our vendor management software as a service offering to Client Users, Client Users may pay via a third party payment provider (“Payment Provider​”) to enable Client Users to make payments to you in respect of Vendor Services you provide under a Vendor Services Agreement. You agree and acknowledge that you will be paid directly by a Client User either by their own chosen method or by using the Payment Provider as agreed in your Vendor Services Agreement and that we shall have no liability to you (i) to make any payments to you under or in connection with these Terms or any Vendor Services Agreement; or (ii) for any delay in payment or non­payment of such fees owed to you under a Vendor Services Agreement by such Client Users. Where Client Users have elected to pay you through the Payment Provider, in order to facilitate such payments you shall promptly provide all relevant account information required by the Payment Provider in order for the Payment Provider to facilitate such payments. You further agree and acknowledge that we may, to the maximum extent permitted by law, hold on record such payment and account information you provide for the Subscription Term and in accordance with our Privacy Policy.

4.2 Taxes and Reporting. You are responsible for payment and reporting of any and all taxes related to your usage of the Services and under any Vendor Services Agreement. Lystable is not responsible for or obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes.


5. Your Obligations

5.1 You represent and warrant that you:
5.1.1 shall only access and use the Services solely for the intended use of the Services as descried in these Terms and the Documentation
5.1.2 are acting as and performing any Vendor Services as an independent contractor;
5.1.3 shall provide adequate, accurate and complete information about your capabilities to provide Vendor Services and in response to any on­boarding questions as may be requested by Client Users in respect of any potential or actual engagement with you;
5.1.4 will only accept requests for services by Client Users that you are capable of completing in a timely fashion and in accordance with the requirements specified by such Client Users.
5.1.5 are solely responsible for any Vendor Services you offer through the Services and are liable to any Client User’s using such services under your Vendor Services Agreement;
5.1.6 shall provide all necessary co­operation and information as may be reasonably required by us in order to provide the Services;
5.1.7 shall ensure that you and your Authorised Users use the Services and Documentation in accordance with these Terms, comply with all applicable laws and regulations with respect to your activities under these Terms and only use the Services for lawful purposes and the purposes permitted under these Terms. You shall be liable for any Authorised User’s breach of these Terms;
5.1.8 shall be solely responsible for procuring and maintaining your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to your network connections or telecommunications links;
5.1.9 shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify us;
5.1.10 shall not include any Inappropriate Content or Viruses or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other party. You further agree to not include any personal data which you do not want to be made publicly available to all Client Users or to other users of the Services and to the extent you do provide such information, We shall not be liable for any use and publishing of such data. We reserve the right but are not obligated to remove such content where, in our sole and reasonable discretion, we suspect such content to be Inappropriate Content, upon notice to you;
5.1.11 shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Your Data in the use of the Services. We shall not be liable for any errors or inaccuracies in any of Your Data or beyond our responsibility to accurately reproduce Your Data on your instruction;
5.1.12 shall be responsible for obtaining all necessary licences and consents required to use Your Data (if any, and including but not limited to those from the owners or licensees of any third party information) and as part of the Services and you warrant and represent that such licences and consents have been obtained; and 5.1.13 possess the skill sets, experience and expertise, and if you an individual the good character, described in Your user profile;
5.1.14 have and shall maintain adequate insurance for your obligations under these Terms and the Vendor Services you provide to Client Users and at a minimum in accordance with applicable laws;
5.1.15 may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

5.2 In relation to the Authorised Users, you agree that:
5.2.1 Where there is a maximum number of Authorised Users stated when you access and use the Services that such Authorised Users that you authorise to access and use the Services and Documentation shall not in the case of exceed the number of stated at the time of accessing or otherwise notified by us from time to time.
5.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed frequently and that each Authorised User shall keep his password confidential.
5.2.3 You shall permit us to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business. if any such audits reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such password and we shall not issue any new passwords to any such individual; and

5.4 You shall and shall ensure your Authorised Users shall not: 5.4.1 access, store, distribute or transmit any Viruses, or any material, including without limitation Your Data during the course of your use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) is otherwise illegal or causes damage or injury to any person or property. We reserve the right, without liability or prejudice to our other rights, to disable your access and your Authorised Users’ access to any material that breaches the provisions of this clause.
5.4.2 access all or any part of the Services and Documentation in order to create or build a product or service which competes in whole or part with the Services and/or the Documentation; or
5.4.3 use the Services and/or Documentation to provide services to third parties, except to engage with Client Users with the intention of providing Vendor Services as permitted by and in accordance with these Terms; or
5.4.4 reverse engineer, decompile, disassemble, modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
5.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; and
5.4.6 not at any time disclose any information concerning Client Users or any other users that is not already contained in the public domain, except to the extent permitted by such Client Users or other users.

5.5 You shall indemnify, defend and hold us harmless from all claims, liabilities, losses, damages, cost and expenses arising out of or in connection with: (i) your breach of this Agreement; (ii) any Vendor Services Agreement or other agreement you enter into with any Client Users; (iii) Your Data; or (iv) your acts or omissions, including without limitation any negligent or fraudulent acts or omissions of you or your Authorised Users in connection with your use of the Services or the provision of any Vendor Services; or (v) breach or violation of any applicable laws or rights of any third party.


6. Warranty and exclusions

6.1 Services
6.1.1 The Services are provided “as is” and “as available” without any warranty and without any support whatsoever (except for any support we may offer at our discretion from time to time).
6.1.2 You use the Services entirely at your own risk and We (and our affiliated companies and suppliers) do not make any representations and disclaim all warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non­infringement.
6.1.3 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

6.2 We cannot and do not guarantee verification of each Client User’s identity and/or the information contained in their user profiles or the ability or willingness of any Client User’s to fulfil its obligations with respect to Vendor Services Agreements including that Client User’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any Client User you engage with and that Client User’s suitability with respect to a Vendor Services Agreement, including such Client User’s ability to provide payment in a timely manner.

6.3 We do not and cannot control the flow of data to or from the network where our platform resides and other portions of the internet, including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). We cannot guarantee that such events will not occur. Accordingly, we, our associated companies, suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and you shall have no claim in respect thereof. Our website and Services may contain links to websites operated by third parties and these links are for convenience only. We are not responsible and we and our associated companies, suppliers and subcontractors disclaim any and all liability for their content and privacy policies and do not endorse any linked material.


7. Your Data and Background Checks

7.1 You shall own and retain full ownership of Your Data and shall have sole responsibility for the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data.

7.2 Solely to provide you with the Services, you grant us and our associated companies a non­exclusive, worldwide, perpetual licence to host, copy, transmit and display Your Data and where applicable to incorporate Your Data with the Lystable Data only as necessary for us to provide the Services in accordance with these Terms. You further grant us and our associated companies a non­exclusive, worldwide, transferable, perpetual licence to transfer Your Data to our third party service providers, including without limitation the Payment Provider and the Background Checker, only to the extent required for the provision of the Services, to perform background checks on you and to facilitate payment from Client Users to you.

7.3 You acknowledge that we are neither obliged nor able to edit and modify Your Data and have no obligation to monitor any information on the Services and we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services, including without limitation the data of Client Users or any other users of the Services. You further acknowledge that (i) you are responsible for all Your Data and (ii) any communication with others while using the Services is your sole and exclusive responsibility and (iii) we will not be held responsible or liability in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws arising or relating to Your Data. We are further not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third­party application.

7.4We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy and subject to clause 7.5 below. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Services when you are not using them.

7.5 You further agree and acknowledge that some of Your Data used for the provision and use of the Services may be Personal Data (as defined by the Data Protection Act) and that such Personal Data may be made available on the Services for any and all Client Users to view and access for the purposes of their use of our services and to engage with you for Vendor Services under a Vendor Services Agreement. Any such availability of Your Data on our website and Services will be at your sole option and risk. You will be warned of such availability of Your Data by notices displayed on our website at the time of making such data available on the Services for any and all Client Users to view and access. We and our associated companies, suppliers and subcontractors shall not be responsible for in any way and disclaim all liability to the maximum extent permitted by applicable law for any loss or damage which may occur as a result of you publishing, displaying or otherwise providing to any Client Users any of Your Data and any Personal Data contained within Your Data.

7.6 We reserve the right to remove any of Your Data (or third party information) which we reasonably believes breaches any laws or regulations or any third party’s rights or these Terms and/or is deemed Inappropriate Content. We will notify you if we remove any of Your Data (or third party information) in accordance with this clause. We disclaim all liability of any kind in respect of Your Data, third party information and any other material which can be accessed using the Services and for any fraud committed in connection with the Services.

7.7 As part of our vendor management software as a service offering to Client Users, we provide an option for Client Users to perform background checks on you, through a third party background checker (“Background Checker​”) to enable Client Users to obtain certain background checks on you to assist in their decision as to whether to enter into a Vendor Services Agreement with you. In order to facilitate such background checks by Client Users through our Background Checker you shall promptly following the Effective Date provide all information required by the Background Checker in order for the Background Checker to perform various background checks on you, including but not limited to the provision of a form of consent, however so called, from you to the Background Checker upon request by such Background Checker. You hereby (i) consent to such background checks by our Background Checker and (ii) authorise Lystable and its Background Checker to use all such information you provide to perform such background checks and to share the same with the Client User requesting such background check. You also agree that you have read and accept the Background Checker’s privacy policy which is provided at https://onfido.com/privacy

7.8 You agree and acknowledge that neither We nor the Client Users shall have any liability to you in respect of any Client User deciding not to enter into a Vendor Services Agreement with you as a result of any information passed to the Client User by the Background Checker.


8. Privacy Policy

8.1 By using the Services, you acknowledge, accept and agree with all provisions of the Privacy Policy as made available by us to you, including, without limitation, our use of Your Data in accordance with such Privacy Policy.


9. Confidentiality

9.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the receiving party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms

9.3 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.4 You acknowledge that details of the Documentation, the Services, the Lystable Data and the results of any performance tests of the Services, constitute our Confidential Information.


10. Lystable IP Ownership

10.1You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and all related software and applications, the Lystable Data and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our software, Services or the Documentation.


11. Limitation of liability

11.1 Subject to clause 11.3, to the maximum extent permitted by applicable law, Lystable shall have no liability to you under or in connection with these Terms (whether due to breach of contract, tort (including negligence) or otherwise and in no event will Lystable be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. We accept no liability for failure to maintain any level of availability of the Service. To the extent any liability may arise under these Terms, our aggregate liability under or in connection with these Terms, (whether due to breach of contract, tort (including negligence) or otherwise), shall in no event exceed £100.

11.2 In addition to the other exclusions set out in this clause 11, we shall have no liability:
(a) for or under any Vendor Services Agreement or other agreement entered into between you and any Client Users;
(b) for any non­payment or delay in payment by Client Users or any other breach of a Vendor Services Agreement or other agreement between you and any Client Users;
(c) for any Vendor Services you perform for any Client Users;
(d) where any failure to provide the Services is caused by:
(i) a network, hardware or software fault in equipment which is not under our control;
(ii) any act or omission by you;
(iii) use of the Services contrary to these Terms; or
(iv) any unauthorised access to the Services including a malicious security breach.


12. Term and Termination

12.1 These Terms shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue until the earlier of: (i) the date on which you cease use of the Services; or (ii) the date on which we terminate your use of the Services for any reason at any time on notice to you (“Subscription Term”​).

12.2 In addition to our right to terminate these Terms and your use of the Services without liability to you at any time with or without prior notice, we may also terminate these Terms without liability to you at any time upon notice to you:
(a) if you are in breach of any of your obligations under these Terms and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
(b) in the event you voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

12.3 On termination of these Terms for any reason:
(a) all rights of use granted under these Terms shall immediately terminate and you shall cease the use of the Services;
(b) you shall promptly pay all monies due, if any, or to become due under these Terms and/or relevant Order Form(s) through the effective date of termination;
(c) each party shall return and make no further use of any equipment, property, Services and Documentation, Confidential Information and other items (and all copies of them) belonging to the other party;
(d) except where we are required by law to retain a copy of Your Data in accordance with applicable law or regulations, we may destroy or otherwise dispose of any of Your Data in our possession unless we receive, no later than thirty (30) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back­up of Your Data. We shall deliver the back­up to you following our receipt of such a written request. You shall pay all reasonable fees and expenses incurred by us in returning or disposing of Your Data; and
(e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.


13. Variation of Services

13.1 We may vary the Services at any time and without any liability to you. We will notify you of any such changes.

14. General

14.1 Entire Agreement​. These Terms together with the Privacy Policy and any applicable Order Form set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with these Terms shall not be binding on us. In entering into these Terms you acknowledge and agree that you have not relied on any representations made by us except as set forth in these Terms. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.

14.2 Waiver​. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

14.3 Invalid provisions​. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14.4 Governing Law and Jurisdiction​. These Terms will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.

14.5 Third Party Rights​. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under these Terms.

14.6 Sub­contracting and Assignment.​You may not assign or otherwise transfer these Terms or any of your rights or obligations or purport to do any such acts under them to any third party without our prior written consent. We shall have the right, upon written notice to you, to assign these Terms to any of our affiliated companies, or to an entity resulting from a merger, acquisition or other business reorganisation of our business. In addition, we shall have the right to sub­contract any of our obligations hereunder to a third party, provided that we shall continue to remain responsible for the performance of the Services hereunder. Any attempted assignment, sub­contracting or other transfer in violation of this provision shall be null and void.

14.7 No partnership or agency​. Nothing in these Terms 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).

14.8 Force Majeure.​We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock­outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm. We shall provide you with notice of such an event and its expected duration.

14.9 Notices​. All notices to be given under these Terms shall be given in English in writing. You will give all notices under or in connection with this Agreement to the address stated at the beginning of these Terms, or otherwise provided to you on our website or notified by us to you in writing. You agree and consent to receiving all notices and communications from us under or in connection with these Terms electronically. We will provide any such notices and communications by posting them on our website or emailing them to you via the email you provided in the registration process. By giving your consent you are confirming that you have access to the necessary equipment to receive and open any such notices. You may withdraw your consent on written notice to us and request paper copies at any time.

14.10 Variation​. Save as otherwise expressly stated in these Terms, these Terms may be varied by us at any time upon 15 days prior notice to you of such changes. Such notice may be provided via a notification on our platform or through your email addresses provided upon registration.

14.11 Survival​. In addition to those provisions which by their nature are intended to survive any termination of these Terms, clauses 8, 9, 10, 11, 12 and 14 ​of these Terms shall survive such termination or expiration of these Terms.

14.12 Export Control​. The Services, the Documentation and other Lystable materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. You agree that you will not submit the Services, the Documentation or other Lystable materials to any government agency for licensing consideration or other regulatory approval without our prior written consent and will not export the Services, Lystable Data, Documentation or Lystable materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where you are registered, and any foreign countries with respect to the use of the Services, Documentation or other Lystable materials by you and your users. You will not engage in any activity that would cause Lystable to be in violation of any such export control laws and regulations.

15. Definitions

Capitalised terms not otherwise defined in these Terms shall have the meanings set out below:

15.1 Authorised Users​: those employees of you who are authorised by you to use the Services and the Documentation;

15.2 Background Checker​: has the meaning given in clause 7.7;

15.3 Confidential Information:​information that is proprietary or confidential and is either clearly labelled as such, identified as Confidential Information in clause 9, is otherwise information that a reasonable person would consider to be confidential, and/or any Client Users information which is provided to you by any Client Users or by any Clients Users through its use of the Services or through Us in connection with the Services;

15.4 Client User:​means a user of our vendor management software as a service who engage with or is seeking to engage with you for Vendor Services or other vendors for their services;
15.5Documentation​: the document(s) made available to you by Lystable which set(s) out a description of the Services and the user instructions for the Services;

15.6 Effective Date:​the date of acceptance of these Terms on the earlier of you (i) clicking a box indicating your acceptance of these Terms, (ii) accessing or using the Services or (iii) executing an Order Form that references these Terms;

15.7 Inappropriate Content:​content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;

15.8 Intellectual Property Rights​: including without limitation, rights in patents, trademarks, service marks, trade names, other trade­identifying symbols and inventions, copyrights, design rights, database rights, rights in know­how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

15.9 Lystable Data​: (i) the database of Client Users who are using our vendor management and engagement services and any other information or data provided by us as part of the Services; and (ii) any meta data extracted by us from your use of the Services to be used to provide the Services or other services;

15.10 Payment Provider​: has the meaning given in clause 4.1;

15.11 Service​: our vendor management software as a service offering which allows suppliers and freelancers to advertise their services and engage with potential clients for the provision of services by such suppliers and freelancers, as further described in clause 2, and the Documentation made available to you to use in accordance with these Terms without charge, including: (i) use of our software as a service offering in accordance with these Terms, (ii) access to the Lystable Data; and (ii) access to the Lystable hosting platform;

15.12 Subscription Term​:​has the meaning given in clause 12.1;

15.13 Taxes: ​includes without limitation ​withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on our gross income;

15.14 Vendor Services​: means the services you offer to Client Users through our Services and provide to Client Users as an independent contractor under a Vendor Services Agreement;

15.15 Vendor Services Agreement​: means the separate and independent agreement you enter into with Client Users as between you and such Client User(s) for the Vendor Services;

15.16 Virus:​any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;

15.17 Your Data:​the data and information you provide us (including without limitation the information to facilitate payment to you through our Payment Provider, and information to facilitate background checks to be performed by the Background Checker) and/or inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services or data collected and processed by or for you through your use of the Services, but excluding Lystable Data.




Privacy Policy

Lystable Industries Limited whose registered address is at 11 Heston Drive, Carrickfergus, County Antrim BT38 9EL (“We” / “Us” / “Lystable”) are committed to protecting and respecting your privacy.

This policy (together with our Client Terms of Use and Vendor Terms of Use (collectively “Terms of Use”): http://www.Lystable.com and any other documents referred to in them) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting http://www.Lystable.com you are accepting and consenting to the practices described in this policy.


(1) Information we may collect from you

We may collect and process the following data about you:
• Information you give us. You may give us information about you by filling in forms on our site http://www.Lystable.com (our site), submitting, inputting or sending information through your use of the services or by corresponding with us by phone, e­mail or otherwise. This includes information you provide when you register to use our site, subscribe to and use our service(s), place an order on our site, exchange information with other uses of the site and/or services, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey and when you report a problem with our site. The information you give us may include (but shall not be limited to) your name, address, e­mail address and phone number, your mobile phone device (including a unique identifier for your device), personal and professional descriptions (which may in the case of vendors using our site and services, include submission of curriculum vitae or similar information for client users to view), project details and timelines, responses to queries between users of the site and/or services and financial and credit card information

• Information we collect about you. With regard to each of your visits to our site and your use of our services we may automatically collect the following information:
• technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
• information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number.

• Information we receive  from other sources. We may receive information about you if you use any other websites that we operate, other services we provide or third party services which you may access through our site and/or services. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on this site. If you have requested or consented to location services on your mobile phone we may receive information about your location if you access our website or services using your mobile device.* We are also working closely with third parties (including, for example, business partners, third party service providers sub-contractors in technical and payment services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them. We may also supplement the above information with information from other sources such as third party verification services, mailing list providers and publicly available sources.
*Most mobile devices allow you to disable location services. This can normally be done by accessing the device’s settings menu.


(2) Cookies 

Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. For detailed information on the cookies we use and the purposes for which we use them see our Cookie Policy.


(3) Uses made of the information

We use information held about you in the following ways:
• Information you give to us.​ We will use this information:
• to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information and the services that you request from us;
• for billing, identification and authentication purposes.
• For distribution to third party suppliers that provide services to Lystable and partners of Lystable for the provision of the services to you.
• to provide you with information about other services we offerthat are similarto those that you have already purchased or enquired about;
• to provide you, or permit selected third parties to provide you, with information about goods or services we feel may interest you. If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale or negotiations of a sale to you. If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this. If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data (the order form OR​registration form);
• to notify you about changes to our service;
• to ensure that content from our site is presented in the most effective mannerfor you and for your computer;
• for any other purpose with your consent.
• Information we collect about you.​ We will use this information for reasons including:
• to administer our site and services and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
• to improve our site and services to ensure that content is presented in the most effective manner for you and for your computer;
• to allow you to participate in interactive features of our services, when you choose to do so;
• to enable us to customise our services to align them more closely with your business needs and preferences;
• to estimate audience numbers and usage patterns;
• as part of our efforts to keep our site and your use of our services safe and secure;
• to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
• to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
• Information we receive from other sources.  We may combine this information with information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).


(4) Disclosure of your information

We may share your personal information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UKCompanies Act 2006.

We may share your information with selected third parties including:
• Business partners, third party service providers, suppliers and sub-contractors forthe performance (or support) of any contract we enter into with them or you.
• Advertisers and advertising networks that require the data to select and serve relevant adverts to you and others.
• Parties with whom we partner in order to offer you promotions or offers.
• Analytics and search engine providers that assist us in the improvement and optimisation of our site.
• Credit reference agencies forthe purpose of assessing your credit score where this is a condition of us entering into a contract with you.
We may disclose your personal information to third parties:
• In order to enforce our Terms of Use.
• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If you access third party services through our site and/or services which necessitates the sharing of information with third parties (such third parties being responsible for their own privacy practices).
• If Lystable is reorganised,restructured, merges oris sold information may be transferred to another member of the group.
• If Lystable or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
• (a) If we are under a duty to disclose or share your personal data or we reasonably believe such disclosure is needed in order to comply with any legal obligation; or (b) in order to enforce or apply our Terms of Use [https://lystable.com/privacy.html] and other agreements; or (c) to protect the rights, property, or safety of Lystable or any member of the group, our customers, the public or others; or (d) to detect, prevent or otherwise address illegal or unlawful or suspected illegal or unlawful activities (including fraud), security or technical issues.


(5) Where we store your personal data

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us orfor one of our suppliers. Such staff maybe engaged in, among otherthings, the fulfilment of your order, the processing of your payment details and the provision of services and support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site(s); any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.


(6) Your Rights

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us either at privacy@Lystable.com or at https://lystable.com/contact.html.

Our site and/or services may, from time to time, contain links to and from the websites of our partner networks, third party service providers, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.


(7) Access to information

The Act gives you the right to access information held about you. Yourright of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you


(8) Changes to our privacy policy

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy. Your continued use of our services and website will constitute your acceptance of such changes.


(9) Contact

Questions, comments and requests regarding this privacy policy are welcomed and should be sent to privacy@Lystable.com or http://Lystable.com/contact.html.