Terms and Conditions

Outsized terms & conditions

Welcome to our website (the "Website"), which is provided and maintained by Outsized Limited (who shall be referred in these Terms and Conditions as "we" or "us" and "our" shall be construed accordingly). The information and services available on the Website are subject to the following terms and conditions (the "Terms and Conditions"). By accessing or using the Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions.

By using this website as a consultant you also agree with the Consultant Service Agreement (download PDF)

By using this website as a company you also agree with the Client Service Agreement (download PDF)

1 About these terms
1.1 These are our terms of business if you use our Service as a Consultant. Together with the
documents which they refer to, they set out all of the terms of the contract between you and us.
1.2 Certain words and phrases used in these terms have defined meanings. Those definitions are
set out in clause 12.
1.3 We may revise these terms from time to time by amending this page. Please check this page
regularly to take notice of any changes we may have made, as they are binding on you and we
will notify you by email of any significant changes made.

2 Who we are

2.1 We are Outsized Limited, a limited company registered in England with company number
09329893. Our registered office is at 35 Grosvenor Road, London, N10 2DR. You can contact
us by email at info@outsizedgroup.com.


3 About our Service and our role
3.1 Our Service is a marketplace, bringing Consultants and Clients together. Clients can post
Projects on the Service or submit them direct to us and we will match a Consultant with a Project
so you can apply to perform it.
3.2 Our role is to connect Consultants with Clients and we are not party to any subsequent
consultancy contract between you and Clients. A template consultancy agreement can be
requested, by contacting info@outsizedgroup.com, which you are free to use with the Client if
you so wish. However, it is provided for reference only and we do not accept any liability for
any loss that may arise from its use. You are advised to take separate legal advice as to its
terms. Our sample agreement makes reference to the fact that a percentage of all fees paid by
the Client to you must be paid to Outsized as and when they are paid to you. Should you
contract with a Client outside of this sample agreement, the contract must include such a term
and a copy of the agreement sent to us prior to the Consultant’s first working day on the Project
3.3 Nothing about these terms or our Service is intended to create any obligation of exclusivity or
any minimum performance requirement. You are free to obtain work anywhere else as you see
fit, and nothing obliges you to apply or accept Projects we match you with.


4 Your responsibilities generally
4.1 When you create an account with us, we ask you to choose a password to protect your account.
You must keep that password safe and you must not share it with anyone else. If you think
someone else might know your password, you must change it straight away. You are solely
responsible for all actions taken on our Service using your account.
4.2 We will ask you to provide us with certain information about you, such as your name, your
location, your email address, skills and experience. That information must be true, complete
and current, and you must ensure that you keep it up to date. You may not create an account
with us using an assumed name or someone else’s identity.
4.3 You must not apply for a Project unless, based on the information which the Client has provided,
you are reasonably satisfied that you have the skills, knowledge, resources and experience
necessary for that Project.
4.4 If you agree with a Client that you will perform a Project for them, you must perform that Project
in accordance with (and otherwise comply with) your contract with that Client. You are
responsible for ensuring that you perform that contract in accordance with applicable laws.
4.5 You are not our employee or an employee of any Client, and you must not mislead anyone
about your status.
4.6 You must not offer to perform, or describe yourself as able to perform, any service or task which
is unlawful.
4.7 We own or are licensed to use the intellectual property rights in our Service, including our
branding and the underlying technologies. We grant to you a non-exclusive, revocable, royaltyfree,
non-sublicensable licence to use our Service in accordance with these terms for as long
as your account remains active. You may, if you wish, include in your own promotional material
approved versions of our logo which we may make available to you from time to time for that
purpose, so long as you do not alter it or use it in a way which damages our brand or reputation.
Any goodwill created by your use of our logo shall be automatically assigned to us. You may
not make any use of or exploit in any way any of our intellectual property rights except to the
extent permitted by this clause 4.7.
4.8 You must not use our Service for any unlawful purpose. In particular, you must not use our
Service to launder money, avoid sanctions or capital controls, pay or receive bribes, or to do
anything in connection with the proceeds of crime. We reserve the right to monitor your use of
the Service to ensure it is used lawfully.
4.9 Where another User shares with you in the context of the Service information which they
describe as confidential, or which is obviously confidential, you must not share that information
with anyone else without their permission, unless you are required to do so by law. You must
not post any confidential information (whether yours or another User’s) in any area of the
Service which is visible to Users generally, and we will not have any liability if you do.


5 Rights you licence
When you upload or post content to our site, you grant us and all other Users of the Service all
necessary rights to use your content as we may please.


6 Our fees
6.1 Our fee for matching you with a Project is a percentage of the Project value. The percentage
will be determined on a project-by-project basis. Consultants will approve these fees at the time
of submitting their proposal.
6.2 Our fee will be charged as a percentage against the initial Project fee, as well as any scope
extension or follow-up work relating to the Project. Our fee is based on the Project fee excl.
VAT or any other taxes, e.g., GST in India. However, we will add to our fee VAT and any other
taxes we are required to collect (e.g., GST in India).
6.3 Project fees exclude expenses where Consultants charge expenses at cost, i.e., with no margin
or uplift. Our percentage fee would apply to any margin or uplift Consultants make on expenses.
6.4 You are responsible for and will indemnify us in respect of:
6.4.1 any income tax, any National Insurance and social security contributions, and any
other similar liability, deduction, contribution, assessment or claim which arises as
a result of your performance of Projects and use of the Service (and any penalty,
fine or interest arising out of any of them), to the fullest extent permitted by
applicable laws. You shall further indemnify us against all reasonable costs,
expenses and any penalty, fine or interest incurred or payable by us in connection
with or in consequence of any such liability, deduction, contribution, assessment or
claim; and
6.4.2 any liability arising from any employment-related claim or any claim based on
worker status (including reasonable costs and expenses) brought by you against
us arising out of or in connection with the performance of a Project and/ or the use
of the Service.
6.5 We may satisfy such indemnity (in whole or in part) by way of deduction from any payments
due to you.
6.6 You are responsible for your legal liabilities to the Client.


7 Invoicing and payments of fees
7.1 Typically the Consultant will be invoiced the full fee due to us (i.e., our fee as per clause 6)
based on the total contracted Project value at the time of contracting with the Client. The
detailed payment terms will be shared on a project-by-project basis and Consultants will
approve these fees and payment terms at the time of submitting their proposal.
7.2 Outsized will reimburse its share of the Project fee to the Consultant if the Client does not pay
the Project fee to the Consultant. This applies for reasons other than the Consultant not meeting
its performance and delivery obligations as per the contract between the Consultant and the
Client.
7.3 You are responsible for your own costs and expenses in performing Projects, unless you and
the Client agree otherwise.


8 Feedback
Consultants are able to give feedback on Clients direct to Outsized. That feedback must, where
it contains opinions, be a fair assessment based on the Consultants own experience of dealing
with that Client. Where it contains statements of fact, those facts must be true.


9 Your privacy
When we process your personal data, we do so in accordance with the data protection laws
which apply to us and with our privacy policy http://outsizedgroup.com/privacy-policy. By using
our Service, you agree to the processing of your personal data set out in our privacy policy, so
please read it carefully.

10 Our rights and responsibilities generally, and our liability to you
10.1 We operate the Service. We will use reasonable endeavours to keep the technology powering
the Service operational, allowing for appropriate maintenance windows and acknowledging that
a certain amount of unscheduled downtime is inherent in Internet based services such as the
Service, and we will perform the Service using reasonable skill and care. We offer no other
warranty in respect of the Service, and all warranties which would otherwise be implied into
these terms by operation of law are excluded to the fullest extent permitted.
10.2 We may add or remove features from the Service from time to time. We will use reasonable
endeavours to inform you of changes to features of the Service likely to have a significant
impact on how you use it.
10.3 We are not responsible for a Consultant’s acceptance and performance of any Project, nor for
the Client’s payment of fees to you.
10.4 If a dispute arises between a Client and a Consultant, we may offer our assistance to resolve
the matter but we are under no obligation to achieve a compromise or resolution, and Clients
and Consultants remain responsible for resolving disputes according to the contract between
them.
10.5 Nothing in these terms excludes or limits our liability for death or personal injury arising from
our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot
be excluded or limited by English law.
10.6 You also agree to take full responsibility for any costs, damages or expenses that might arise
as a result of any claim by a third party for death, personal injury or damage to property arising
out of, or in connection with, a Project.
10.7 To the extent permitted by law, we exclude all conditions, warranties, representations or other
terms which may apply to our Service or any content on it, whether express or implied.
10.8 We will not be liable to you for any loss or damage, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in
connection with:
10.8.1 use of, or inability to use, our Service; or
10.8.2 use of or reliance on any content displayed on our Service.
10.9 In particular, we will not be liable for:
10.9.1 loss of profits, sales, business, or revenue;
10.9.2 business interruption;
10.9.3 loss of anticipated savings;
10.9.4 loss of business opportunity, goodwill or reputation; or
10.9.5 any indirect or consequential loss or damage.
10.10 Otherwise, our total liability to you arising under or in connection with these terms or the Service,
regardless of the legal theory of liability, is limited to an amount equal to the total fees paid to
us in respect of the Projects you have performed in the 12 months preceding the event (or last
in the series of events) giving rise to such liability.
10.11 We may suspend or terminate your account with us immediately:
10.11.1 if you breach these terms;
10.11.2 if we reasonably believe it is necessary to protect our interests or those of other
Users;
10.11.3 if you become bankrupt or insolvent; or
10.11.4 if you die or otherwise become incapable of performing your obligations under
these terms.
10.12 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service
attack, or other technologically harmful material that may infect your computer equipment,
computer programs, data or other proprietary material due to your use of our Service or to your
downloading of any content on it, or on any website linked to it.
10.13 We assume no responsibility for the content of websites linked on our Service. Such links
should not be interpreted as endorsement by us of those linked websites. We will not be liable
for any loss or damage that may arise from your use of them.

11 Other important terms
11.1 These terms and the documents referred to in them contain the whole of the agreement
between you and us relating to the Service.
11.2 No representation or other pre-contractual statement will have any legal effect unless (and
solely to the extent that) it is repeated in these terms.
11.3 These terms are the terms of a contract whereby we provide you with access to our Service.
Nothing in these terms will create any relationship of partnership, agency or employment
between us.
11.4 No waiver of any of these terms will be valid unless we agree it in writing.
11.5 Neither party will have any liability for its failure to perform its obligations under these terms if
and to the extent that failure is caused by a reason beyond its reasonable control.
11.6 These terms and all non-contractual obligations arising out of or in connection with them are
governed by English law and subject to the exclusive jurisdiction of the English courts.


12 Definitions
12.1 In these terms:
Client means any person who uses our Service as a client, posting or providing us with Projects
which they would like to be performed by a consultant;
Consultant means any person who uses our Service as a consultant, applying to perform and
performing Projects;
Project means a project posted to our Service or provided to us by a Client, with a view to its
being performed by a Consultant in return for payment;
Service means our platform and site at www.outsizedgroup.com providing an online
marketplace for consultancy services and skills; and
User means any user of our Service, whether a Client or a Consultant.

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