Terms and Conditions

Endevvor International Limited (trading as OHUDDLE) is pleased to make its Service, as described below, available to you on the following terms and conditions. The Terms of Service are a legal contract between the individual using the Service (“you”) and Endevvor International Limited (“Company,” “we,” “us,” or “our”). As referenced in this agreement, “Site” means the website operated by the Company and currently located at www.ohuddle.com, as it may be updated, relocated, or otherwise modified from time to time, and includes any and all information, text, images, and other materials and content appearing on or incorporated into that website. The terms “Ohuddle” or “Service” mean the Site or any other web sites, networks, embeddable widgets, downloadable software, mobile applications including tablet computer applications (each an “App”), features, messages such as emails that we may send you, and services, whether on-line or off-line, owned or operated by the Company.

By using the Service, you:

i. acknowledge that OHUDDLE is a connection platform and is solely a venue for finding Service Providers.

ii. acknowledge that by accessing or using the Service, you agree that you have read, understood, and agree to be bound by the OHUDDLE Terms of Service (the “Terms” or “Terms of Service”) as updated from time to time, which govern your use of the Service. You may use the Service only as set forth in these Terms.

iii. consent to the collection, use, sharing and transfer of your data, including, but not limited to, location data, as outlined in our privacy policy (available at https://www.ohuddle.com/privacy-policy) as updated from time to time, which is incorporated within these terms by reference;

1. Terms Governing Service Use

Your access to and use of the Service is expressly conditioned on your agreement to and compliance with these Terms. You agree that by browsing, clicking in or accessing the site that you have read these Terms and agree to be bound by them.

2. The OHUDDLE Platform

OHUDDLE is a platform for connecting persons (“Users”) who are looking to engage service providers (“Providers”) for the provision of business services (“Work”).

The Company interviews each Provider, either in person or via phone, but the Company does not and cannot guarantee the accuracy or completeness of any research or that a particular Provider is qualified to perform particular Work, as it is solely the responsibility of each Provider, and not the Company, to determine whether they are qualified and capable of completing particular Work. We do not verify the validity of any professional designations a Provider claims to have, nor can we guarantee the accuracy or the completeness of any information contained in a Provider’s profile.

Even when accurate, research and interviews do not necessarily predict future behaviour of a Provider. When you engage a Provider for Work, you should ensure that you ask detailed questions and complete proper qualification checks to ensure the Provider is qualified and capable of completing the Work you require.

3. Feedback

You may provide the Company with information and feedback regarding the features and performance of the Service and/or the Providers, including reports of failures, errors, or other malfunctions you encounter on the Service and/or comments, ratings and reviews of the Work completed by the Providers (the “Feedback”). Feedback provided to the Company may be used by the Company to improve the Service, and accordingly, you hereby grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.

4. Privacy

Our Privacy Policy (a current copy of which may be viewed at https://www.ohuddle.com/privacy-policy) is hereby incorporated into the Terms by reference. Please read this policy carefully for information and notices concerning our collection, use, and disclosure of certain information we receive when you register for, use, or access the Service. You hereby agree to abide by our Privacy Policy and to stay informed of any changes to the posted policy.

5. Modification of Terms

We may provide notices to you either by posting them on the Site or by email to the address you provided when you registered for an account. All notices are effective upon posting or when sent. Additionally, we may modify the Terms of Service and/or our Privacy Policy at any time by posting the modified version on the Site or by sending you a copy by email. Please check the Terms periodically for changes. By continuing to access or use the Service after we have posted or emailed any such modifications, you agree to be bound by the modified Terms of Service or Privacy Policy (as applicable), but solely on a going forward basis. Material changes to the Terms will automatically become effective, on a going forward basis, thirty (30) days after they are posted to the Site or sent to you via email.

6. Company Property

Your rights with respect to the Service are limited to those rights expressly granted in the Terms of Service. You acknowledge and agree that the Company and its licensors own all right, title, and interest in and to the Service, including all intellectual property rights therein, even if the Company or its licensors incorporate any materials provided or made available by you into subsequent versions of the Service.

Except as expressly permitted in the Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of the Service, including without limitation any information provided through the Service.
The content of the Service includes copyrighted materials, trademarks, trade secrets, and other proprietary information, which may include, without limitation, personal information of users, text, software, photos, video, audio visual recordings, graphics, music and sound. The entire contents of the Service and subsets thereof are also protected by copyright as collective works. The Company owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to the Company. You may not create a database or other archival collection in electronic or physical form by downloading and storing, transcribing, or otherwise utilizing by any manual or automated means, any materials contained on the Service.

7. General Prohibitions

You agree not to do or attempt (or request that any third party do or attempt) any of the following during or in connection with yours (or there) use of the Service:

i. circumvent or attempt to circumvent any access or use restrictions, data encryption, or content protection related to the Service;

ii. engage in spidering, screen scraping, database scraping, harvesting of e-mail addresses, wireless addresses, content available through the Service, including Content, other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Service, including without limitation any information residing on any server or database connected to the Service;

iii. copy, modify or distribute the computer code used to generate web pages on the Service (other than as may be expressly permitted under a separate license agreement);

iv. access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;

v. probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;

vi. access or search the Service with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by the Company or other generally available third party web browsers;

vii. send unsolicited email, bulk email, junk mail, spam or chain letters, or promotions or advertisements for products or services, including without limitation those which are designed to promote, directly or indirectly, a product or service with which you have a business relationship or other commercial connection;

viii. in any way use the Service to send altered, deceptive or false source-identifying information;

ix. decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;

x. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site or the Service;

xi. impersonate or misrepresent your affiliation with, or your lack of affiliation with, any person or entity;

xii. use the Service in violation of the Company’s or any third party’s intellectual property or other proprietary or legal rights;

xiii. use the Service in violation of any applicable law or request that a Service Provider provides a service which would violate applicable law; or

xiv. upload, post, email, transmit or otherwise make available materials that infringe or misappropriate any patent, trademark, trade secret, copyright or other proprietary rights of any party.

8. Termination of Use; Discontinuation and Modification of the Service

If you violate any of the Terms of Service, your permission to use the Service will automatically terminate. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Service, and any account(s) you may have in connection with the Service:

i. for any reason or no reason at all;

ii. where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of the Company or any third party; or

iii. in connection with any general discontinuation of the Service. We also reserve the right to modify the Service at any time without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or revocation of your access to or use of the Service. You may terminate this Agreement, and your account, at any time by contacting customer service at smile@ohuddle.com.

9. Indemnity

You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless the Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the Company Entities) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable solicitors’ and accounting fees and costs, arising out of or in any way connected with

i. your access to, use of or alleged use of the Service;

ii. your violation of the Terms of Service or any representation, warranty, or agreements referenced herein;

iii. your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right;

iv. any claim or allegation of a third party that the Company has referred to you, to the extent based on any actual or alleged act or omission on your part or behalf, or any other claim or allegation arising as a result of such referral; and

v. any disputes or issues between you and any Providers or third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim. You will not, in any event, settle any claim or matter without our written consent.

 

10. Use of the Service Is Entirely At Your Risk

You expressly understand and agree that your use of the Service is at your sole risk and that the service is provided “as is” and “as available”. The Company expressly excludes all warranties and conditions, (whether implied by statute, common law or otherwise and including any warranty as to fitness for purpose and satisfactory quality, and non-infringement) to the maximum extent permitted by law.
When you use the Service to find a Service Provider, you understand and acknowledge that no Service Provider has any authority to make any amendments to these terms and that any statements, representations, or warranties made by a Service Provider or any third party are disclaimed by the Company and do not expand or otherwise modify these terms. Apart from the fact that the Company interviews each Provider, the Company makes no representation or warranty regarding the competence, reliability, accuracy, completeness, fitness, or nature of any Work offered by a Provider.

11. Limitation of Liability and Release

To the extent permitted by applicable law, the Company disclaims all liability to you or any other person in connection with these Terms and Conditions, the Service or the Work provided by Providers including but not limited to liability for loss of profits and other consequential losses.

The Company shall not be liable in contract, tort, negligence, breach of statutory duty nor otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by you of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

12. Governing Law; Venue

These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of New Zealand as they apply to agreements entered into and to be performed entirely within New Zealand by NZ residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Company agree to submit to the personal and exclusive jurisdiction of the courts located within New Zealand for the purpose of litigating all such claims or disputes.

13. General

The Terms of Service, together with the Privacy Policy constitute the entire and exclusive understanding and agreement between you and the Company regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms of Service or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms of Service at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms of Service constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms of Service is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

14. Liability

We shall have no liability to you for any failure of the Providers to perform the Work you have agreed to or any delay in doing so. Nothing in these Terms and Conditions shall limit any rights you might have as a consumer or other statutory rights that may not be excluded by law.

15. Miscellaneous

i. Invalidity

If any of the terms of these Terms and Conditions are deemed invalid, void or unenforceable for any reason, they will be severed from the rest of these Terms and Conditions, which shall remain unaffected.

ii. Privacy

When you search for a Provider, we collect certain personal and transactional information (e.g. name, address, phone number, email address). For details on how we use this information, please read our Privacy Policy at https://www.ohuddle.com/privacy-policy

iii. Entire Agreement

These Terms and Conditions, together with the Conditions of Use and Privacy Policy set out the whole of our agreement relating to your use of this Website and the supply of the products ordered by you via this Website.

iv.Third Parties

Except for our affiliates, directors, employees or representatives, a person who is not party to the contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 (“Act”) to enforce any term of such contract. This does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

v. Governing law and jurisdiction

Any matter arising from or in connection with these Terms and Conditions shall be governed by and construed in accordance with New Zealand law and the New Zealand courts shall have jurisdiction to resolve any disputes between us.

vi. Contact Information

If you have any questions regarding the Terms of Service or the Service, please contact us at smile@ohuddle.com or by mail at:
OHUDDLE, PO Box 31014, Milford 0741, Auckland, NZ.