The following terms, when capitalised, shall have the meanings assigned to them below:
"Agreement" - the contract between the Parties, comprising these Terms and such other terms concerning the Service as the Parties may agree to;
"Challenge" - any Question submission or Question review campaign that Toggl Hire creates and publishes via the Service;
"Expert" - anyone other than Toggl Hire that has a valid User Account or otherwise causes themselves to be exposed to the Service;
"Expert Data" - any information (including Personal Data) that the Expert collects, enters, records, stores, uses, controls, modifies, arranges, deletes, discloses, makes available, transmits or otherwise processes through or by means of the Service or any part thereof. Such information may include Personal Data about the Expert as the respective person makes available to Toggl Hire in connection with this Agreement or the Service. Expert Details may, e.g., include such information as the Expert's name, date of birth, personal identification, social security, business, tax or other registration numbers, such facial or other features as may be represented on his user profile picture, address, email address, the method by which the Expert gets paid for the Challenge, and information about third-party services that the Expert uses to access, interface with, or otherwise in conjunction with the Service;
"Feature" - a component, property or an aspect of the Service;
"Intellectual Property" - (a) any and all rights pertaining to inventions, designs and proprietary information (including, without limitation, know-how), copyrights (including both economic as well as moral rights) and (b) any and all other items (including rights and other benefits) considered to be items of intellectual property under the applicable law;
„Question“ – a written sentence or any other visual representation used to test a subject’s knowledge and abilities that the Expert submits to Toggl Hire via the Service;
"Party" - each of the Expert and Toggl Hire (collectively, "Parties");
"Personal Data" - any information relating to an identified or identifiable natural person, regardless of the state and form of such information;
"Service" - depending on the context, either (a) Toggl Hire's providing (i) the Software, (ii) information, technical resources or other items for use in conjunction with the Software and/or (iii) technical support concerning the foregoing; or (b) the aforesaid items collectively or any combination of any of them;
"Software" - Toggl Hire's community management and question library software (currently branded Toggl Hire Expert App and usually provided as a service) and such other Toggl Hire-developed computer programs as Toggl Hire may make available in conjunction therewith, including such patches, updates, upgrades, other modifications and replacements thereof as Toggl Hire may from time to time provide;
"Toggl Hire" - Toggl Hire OÜ, a private limited company incorporated under Estonian law, registration number 14186764, mailing address Tornimäe 5, Tallinn, 10145, Estonia, email address email@example.com;
"User Account" - a Service user account whose purpose is to allow an Expert to use one or more Features and engage in certain data processing activities.
The Agreement shall be effective between Toggl Hire and the Expert as of the moment when the party to be identified as the Expert creates a User Account or agrees or is deemed to have agreed to the Terms, whichever occurs first. By creating a User Account or otherwise participating in the Service, the Expert represents that he/she is of legal age and of legal capacity.
3.1. Toggl Hire provides the Service to collect community input for its own business purposes and to develop its other services. The Service enables the Expert to create a User Account and enter their skill(s) and other information in the Service. Toggl Hire can review the Expert’s profile and decide to approve or not the respective skill(s) that the Expert has requested to be added to his/her profile.
3.2. The Expert can browse available Challenges and submit Questions to Toggl Hire or review previously submitted Questions via the Service. Toggl Hire can, in its sole discretion, accept or reject the submitted Question(s). If rejected, Toggl Hire may or may not contact the Expert with a request to revise the submitted Question(s).
3.3. The Service is intended for normal use and the Expert is advised to use the Features available to him in accordance with such pertaining technical documentation, specifications and instructions as Toggl Hire may issue and update from time to time.
3.4. The Service may only be accessed in such manner and by such means as authorised by Toggl Hire.
3.5. As between the Parties, all Service-related Intellectual Property shall vest in, and is retained by, Toggl Hire and its licensors. The Expert shall not acquire any right thereto or otherwise in connection with the Service, except for the limited rights of use expressly set forth in this Agreement.
3.6. Each Expert and anyone else who causes himself/herself to be exposed to the Service or any part thereof acknowledges and agrees that:
- the Service (i) has not been designed to meet his/her specific requirements, (ii) may from time to time suffer interruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities, and (iv) is not meant to be used in inherently dangerous circumstances;
- the Software, the Service and anything offered or delivered as a part of, in conjunction with, or by means of any Feature is provided on an "as is" and "as available" basis;
- his/her use of any of the Features are at his/her own risk, as are his/her exposure to, down- and upload of, as well as transmission, receipt, possession and other processing of information, computer programs, software code or other items through or due to the Service.
4.1 The Expert is entitled to a fee and a payment associated with the relevant Challenge and Question(s) that he/she has submitted and Toggl Hire has accepted within the Service. Any Questions not accepted by Toggl Hire shall not be eligible for payment. Toggl Hire reserves its right to accept or reject Questions at its sole discretion.
4.2. The specific fee for a respective Challenge or Question is displayed within the Service.
4.3. The payment is being calculated, billed, revised and adjusted according to the rules that Toggl Hire has established therefor (which, if not specified in the Challenge description, are available from Toggl Hire's website or upon request).
4.4. Toggl Hire shall make its payments in the agreed currency, using a payment method acceptable to Toggl Hire at intervals specified within the Service.
4.5. Toggl Hire may alter the fees, rates and the billing cycle applicable to the subsequent Challenge(s) at any time. If the Expert does not agree with the respective change(s), his/her sole remedy shall be to stop using the Service or cancel the Agreement and close his/her User Account, with failure to do so signifying his/her agreement to the change(s).
4.6. Toggl Hire's fees and rates are exclusive of value added tax, sales tax and other public burdens, save where Toggl Hire has otherwise explicitly stated. The Expert shall be solely responsible for all taxes, duties and burdens that may be levied on his/her income.
4.7. The Expert acknowledges that: (a) his payments are handled by third-party service providers; (b) Toggl Hire is not responsible for these parties or their services and has no liability as concerns payment processing.
5. User Account
5.1. The Expert shall be fully responsible for the activity that occurs under his User Account, including all Expert Data processing and other acts performed through or by means thereof, and must notify Toggl Hire promptly upon learning of any security breach relating to or unauthorised use of his User Account.
5.2. It shall be the Expert’s own responsibility to maintain the confidentiality of his usernames and passwords.
5.3. Toggl Hire shall not be responsible for any loss, damage or other consequences that may result from any unauthorised use of the Expert’s User Account, username or password.
5.4. Toggl Hire has no obligation to monitor or access any User Account, but may do so in cases where such action is reasonably justified (e.g., in order to prevent illegal or harmful activity, provide customer support, perform its duties hereunder or comply with legal requirements).
5.5. Toggl Hire may, in its sole discretion, disable, close or restrict access to any User Account that is used to infringe on anyone's Intellectual Property or proprietary or personal rights.
With respect to any product of intellectual activity, including any object of Intellectual Property, that is submitted, contributed or otherwise knowingly made available through any part of the Service, Toggl Hire shall be deemed to have been granted a non-exclusive, royalty-free, worldwide, perpetual (save as limited by law), irrevocable, freely transferable and fully sublicensable right to use, distribute, reproduce, modify, adapt, publish, translate, transmit, publicly perform, display and make available the same (in whole or in part) and to incorporate it into other items, including works and inventions, in any form or medium now known or later developed. Each person making such a contribution warrants to Toggl Hire that the contribution is original, i.e he/she is authorised to make such a contribution and that neither he/she nor any author of any item that may be embedded in his/her contribution will seek any compensation or reimbursement in connection therewith.
7.1. Any warranty of Toggl Hire not expressly stated herein shall be deemed withheld. Toggl Hire disclaims, to the extent legally permitted, all statutory warranties and course of performance, course of dealing and users' expectations.
7.2. Toggl Hire makes no representation or warranty: (a) that the Service will meet anyone's expectations; (b) that access to or the operation or use of the Service will be uninterrupted, secure or error-free; (c) that any defect in the Service will be corrected; (d) that the Service or any means by which it is accessed or used is free of malware or other harmful components; or (e) with respect to any third-party item.
7.3. Toggl Hire's disclaimers in connection with the Service apply both to the Service as a whole and each component thereof.
8. Limitation of liability
8.1. Toggl Hire shall not be liable for any undesired consequences, including any loss or damage, resulting from (a) anyone's use or inability to use the Service, (b) the properties of the Service or anything delivered via the Service, (c) any message or other communication received or transaction entered into through or from the Service, (d) unauthorised access to, or interruption, alteration, loss, corruption or deletion of, anyone's transmissions or data, (e) the statements or conduct of any person having access to the Service, or (f) any other matter relating to the Service or any part thereof; REGARDLESS of whether such are suffered directly or indirectly or are immediate or consequential and whether arising in contract, tort or otherwise; PROVIDED, HOWEVER, that this section shall not prevent claims for the compensation of direct financial loss suffered by the Expert due to Toggl Hire's intentional or grossly negligent breach of this Agreement, or financial loss resulting from Toggl Hire's causing personal injury to, or the death of, the Expert.
8.2. Neither Party shall be liable for breaching its obligations due to a circumstance it reasonably could not have foreseen and which is beyond its control, such as, e.g., a force of nature, conduct of public authorities, war, civil unrest, act of terror, strike, power outage, internet failure or any other circumstance qualifying as force majeure under the applicable law -- to the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, this section: (a) is not intended to derogate from or limit the ambit of any statutory limitation or exclusion of liability; (b) shall not be construed to limit the amount of, or excuse the Customer from paying, any fee or other consideration owed hereunder.
The Expert shall defend, indemnify and hold harmless Toggl Hire, its officers, directors, employees, contractors, agents and representatives from and against all claims made by and all damages, liabilities, penalties, fines, costs and expenses payable to any third party that arise from the Expert’s: (a) breach of this Agreement; (b) misuse of the Service or any component thereof; (c) processing of Expert Data; or (d) infringement of anyone's Intellectual Property or proprietary or personal rights.
10. Data protection
The Expert acknowledges that Toggl Hire processes and utilizes the Expert Data collected during the performance of the Agreement to the extent necessary to fulfil the Agreement properly, in accordance with all applicable European data protection provisions.
11.1. The Expert acknowledges that, from time to time, circumstances may arise which make it necessary or desirable to modify certain provisions of this Agreement. Such circumstances include: (a) Toggl Hire's launch of a new service or a modification to the Service; (b) a significant change in Toggl Hire's operating environment; (c) an order or a judgment being entered against or in favour of Toggl Hire; (d) a significant corporate event, such as, e.g., Toggl Hire's merger, acquisition or transformation; (e) Toggl Hire's transfer of the enterprise or a part of the enterprise to which the Agreement pertains; (f) the ambiguity, invalidity, voidability or unenforceability of a provision herein; (g) any other event whose occurrence or expected occurrence in Toggl Hire's reasonable judgment necessitates an amendment hereto.
11.2. The Expert agrees that: (a) upon any of the circumstances referenced in the preceding section Toggl Hire may effect such changes to the Agreement as it reasonably deems appropriate; (b) Toggl Hire may amend the Agreement by providing the Expert with the revised version (or the revised part) of the Agreement or by posting the same on a website and providing the Expert with a link thereto; (c) if the revised version of the Agreement substantially reduces the Expert’s rights or increases his/her responsibilities, Toggl Hire will give the Expert reasonable notice of such new version's entry into force.
11.3. Notwithstanding anything herein to the contrary, Toggl Hire may modify the Service or any part thereof at any time and for any reason, with or without notice. Unless otherwise expressly agreed, the use of any new features, versions, releases, updates or other modifications that Toggl Hire may make available in connection with the Service shall be subject to the Agreement. The Expert’s continued use of the Service after any such modification shall constitute his consent to the respective modification(s).
11.4. If the Expert does not agree with Toggl Hire's changes (whether to the Agreement or the Service), his/her sole remedy shall be to stop using the Service or cancel the Agreement and close his/her User Account.
12.1. This Agreement can only be terminated by closing the Expert’s User Account.
12.2. In order for the Expert to close his/her User Account, he/she must log on to the Service and follow the instructions provided there, or, should such be unavailable, notify Toggl Hire and follow the latter's instructions.
12.3. Either Party may close the Expert’s User Account and shall by so doing be deemed to have cancelled the Agreement. If the User Account is closed by Toggl Hire, the Expert must be given at least 14 days of notice thereof (unless section 12.4 applies or the User Account is closed at the Expert’s request).
12.4. Upon a Party's material breach of the Agreement the other Party may terminate the Agreement forthwith. A material breach of the Agreement shall, inter alia, be deemed to have occurred if a Party, having breached any of his principal obligations hereunder, fails to discontinue or remedy such breach within 14 days (or, where a 14-day period is unreasonably short, such longer period as reasonably required) after notice from the other Party specifying the breach and requiring it to be discontinued or remedied. A material breach of the Agreement shall also include, but is not limited to, a repetitive failure to comply with Question writing guidelines that Toggl Hire has made available to the Expert through the Service.
12.5. The Expert understands and agrees that upon any termination of this Agreement: (a) all rights that the Expert has been granted hereunder will terminate; (b) the Expert must cease all activities authorised by the Agreement; (c) all amounts that Toggl Hire is obligated to pay hereunder become due (save for amounts that already are); (d) all Expert Data and other information associated with the Expert’s User Account may be deleted or become unavailable to the Expert; (e) the Expert will receive no compensation for any data associated with the User Account, or for anything else.
13. Governing Law
This Agreement and all matters relating to the Service shall be governed by Estonian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any of the foregoing.