Terms & Conditions

Last updated: September 2023

This document sets out the terms and conditions (“Terms”) on which you (“you” or “User”) may use:

i) the Kesero Limited (“kesero, “us” “we” or “our”) website at www.kesero.com; and

ii) the Kesero application,

for the purposes of these Terms, both the website and the application shall be referred to as the “App”.

The App facilitates the exchange of skilled time through the Platform.

Please read these terms carefully before using the App. By using the App, you agree to comply with and be legally bound by these Terms, whether or not you become a registered User of the Services. These Terms govern your access to and use of the App and constitute a binding legal agreement between you and Kesero. You are advised to print and retain a copy of these Terms for your future reference.

Section A contains general provisions which apply to all Users of the App.

Section B applies to Time users.

Section C applies to Skilled users.

For the purposes of these Terms:

“Skilled user” means a person who offers skilled time;

“Time user” means the person who requests skilled time;

“Event” means the time period in which the exchange takes place;

“Platform” means the App’s software as a service platform;

SECTION A: GENERAL PROVISIONS

1.INFORMATION ABOUT KESERO AND THE APP

1.1 The App is owned, managed, operated and maintained by kesero Limited, (company number: SC588172), and its registered address is 16 Eaglesham Road Clarkston G76 7BT.

1.2 Kesero is an online marketplace which allows Users to advertise (“Add”) skills on the Platform for the purpose of exchanging for time with other Users. The App also allows Users to search for (“Discover”) Skills to Request.

1.3 The Users can also create personal Kesero profiles (“Profiles”), communicate with other Kesero Users, provide feedback on their experiences and use such other Services (“Services”) available on the App from time to time.

1.4 Kesero shall be entitled at its own discretion to suspend the App for any reason whatsoever, including, but not limited to, repairs, planned maintenance or upgrades to the App or Platform. Kesero shall not be liable to you for any losses, damages, costs or expenses arising from or in connection with any suspension or unavailability of the App, including, but not limited to, preventing you from using the Platform or using any of the Services available on the App.

1.5 Kesero reserves the right to make any changes to the App including any functionalities and content therein or to discontinue any aspect of the same without notice to you.

1.6 Kesero relies on third party providers (such as network providers, data centres and telecommunication providers) to make and host the App and the content therein and the Services available to you. Whilst Kesero takes all reasonable steps available to it to provide you with a good level of service, you acknowledge and agree that Kesero does not warrant that the App shall be uninterrupted or fault-free at all times. Kesero therefore shall not be liable in any way for any losses, damages, costs or expenses you may suffer as a result of delays or failures of the Services and App as a result of Kesero or its service providers.

1.7 kesero may be contacted at 22 Montrose Street, Glasgow, G1 1RE United Kingdom or by email at: hello@kesero.com.

2. WARRANTIES

2.1 By registering your details with Kesero as a User, you warrant that:

2.11 you are legally capable of entering into binding contracts;

2.12 you are at least 16 years old;

2.13 the information provided by you to Kesero is true, accurate and correct. You further warrant that you shall promptly notify Kesero in the event of any changes to such information; and

3. REGISTRATION

3.1 In order to browse skills or complete an event as a Skilled user or Time user within the App, you must firstly complete the registration form and set up an account as a Kesero User (“Account”), including Profile (“Profile”)

3.2 All registered Users are able to use the App both as a Skilled user and a Time user, and are subject to the Terms in relation to Skill user and Time user, as applicable.

3.3 When you register with Kesero you will be asked if you agree to these Terms; the Payment Terms of Service and the Ethics policy and agree to your personal data being used in accordance with our Privacy Policy.

3.4 Kesero may give you the opportunity to invite friends by email, Twitter, Facebook or WhatsApp to join the App. Kesero is not liable for any communication that you make via such third party applications, websites or other forms of media.

3.5 You shall keep your registration details for the App (“Login Details”) confidential and secure. Without prejudice to any other rights and remedies available to Kesero, Kesero reserves the right to promptly disable your Login Details and suspend your access to the App in the event that Kesero has any reason to believe you have breached any of the provisions in these Terms.

3.6 Kesero reserves the right to:

3.6.1 accept or reject your application to register for any reason; and

3.6.2 suspend your Account and/or refuse you access to the Services and/or App (partly or wholly) if you breach any of the provisions in these Terms.

3.6.3 No action or inaction on the part of Kesero to exercise its rights in accordance with 3.6.1 and/or 3.6.2 shall be taken as an acceptance of any actions or inactions on your part.

4. USER OBLIGATIONS

4.1 You agree that you are solely responsible and liable for all activities carried out by your use of the App, including, but not limited to, for the content of any communication made when using or about the App.

4.2 You shall not upload to the App (through your use of the Services), any information, reviews, comments, images, third party URL links or other material whatsoever in any format (“User Submissions”), whether within your personal Profile, when submitting a review in relation to another User or elsewhere on the App that, in Kesero’s reasonable opinion, may be deemed to be offensive, illegal, inappropriate or that in any way:

4.2.1 promotes racism, bigotry, hatred, homophobia or physical harm of any kind against any group or individual;

4.2.2 harasses or advocates harassment of another person;

4.2.3 displays pornographic or sexually explicit material;

4.2.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;

4.2.5 promotes any illegal activities;

4.2.6 provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;

4.2.7 promotes or contains information that you know or believe to be inaccurate, false or misleading;

4.2.8 engages in or promotes commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without the prior written consent of kesero; or

4.2.9 infringes any rights of any third party (including, but not limited to, their intellectual property rights).

4.3 You acknowledge that making a User Submission does not guarantee that such User Submission, or any part thereof, shall appear on the App whether or not the submission of such User Submission is part of the Services. You agree that kesero may, at its sole discretion, choose to display or to remove any User Submission or any part of the same that you make on the App, and you hereby grant to kesero a non-exclusive, perpetual, irrevocable, worldwide license to do so.

4.4 You hereby grant to Kesero a non-exclusive, irrevocable licence to make the User Submissions available to other Users of the App.

4.5 If you believe that any User Submission made by another User is inappropriate, please contact Kesero using hello@kesero.com. Kesero shall use its reasonable endeavours to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary, if any at all. If a User Submission is deemed to be in breach of these Terms, Kesero reserves the right at its absolute discretion to suspend a User Account.

4.5 You further agree that at all times, you shall:

4.6 not use your Login Details with the intent of impersonating another person;

4.6.1 not allow any other person to use your Login Details;

4.6.2 not use the information presented on the App or provided to you by Kesero for any commercial purposes;

4.6.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the App;

4.6.4 not infringe any rights of any third parties (including, but not limited to, their intellectual property rights);

4.6.5 comply with all instructions and policies from Kesero from time to time in respect of the use of the Platform, the Services and the App;

4.6.6 co-operate with any reasonable security or other checks or requests for information made by Kesero from time to time; and

4.6.7 use the information made available to you on the App and through the Services at your own risk.

4.6.8 In the event that you have a dispute with any other User of the App, you hereby release Kesero from any claims, demands, losses. expenses and damages (whether direct, indirect actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute.

5. EXCLUSION OF WARRANTIES AND KESERO’S LIMITATION OF LIABILITY

5.1 Subject to conditions 5.4 and 5.5, if Kesero fails to comply with these Terms, Kesero shall be given a reasonable opportunity to rectify any errors and to re-perform its obligations hereunder. If Kesero’s failure to comply with its obligations is not remedied in accordance with this clause 5.1, then Kesero shall only be liable for losses, damages, costs or expenses which are a reasonably foreseeable consequence of such failure (whether arising in contract, tort (including negligence) or otherwise), up to a maximum of one hundred pounds sterling (£100).

5.2 Further, you acknowledge and agree that where the App includes views, opinions, advice or recommendations, such views, opinions, advice and recommendations are not attributed to Kesero nor are they endorsed by Kesero and to the maximum extent permitted by law, Kesero excludes all liability for the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice or recommendations.

5.3 Kesero does not routinely monitor or control any User Submission, or other information made available to you through your use of the Platform, the Services and/or the App. Consequently, Kesero does not warrant or guarantee the accuracy, correctness, reliability or suitability in respect of any User Submission or any other information made available to you through your Request or Provision of the Skills offered, the Services and/or the App. Kesero cannot advise you or assist you in making or refraining from making a decision, or in deciding on a course or specific cause of action. If you intend to use and/or rely upon any User Submission or any other information made available to you through your use of the Platform, the Services and/or the App, you do so at your own risk and liability.

5.4 In accordance with condition 4.5, other Users may report to Kesero any User Submission that is deemed by the other User to be incorrect or inappropriate and Kesero will investigate all such reports and reserves the right to deal with the User Submission and the User, as it sees fit.

5.5 Subject to condition 5.6, Kesero shall not be liable for losses (whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable) that result from its failure to comply with these Terms that fall into the following categories:

5.5.1 consequential, indirect or special losses;

5.5.2 loss of profits, income or revenue;

5.5.3 loss of savings or anticipated savings, interest or production;

5.5.4 loss of business or business benefits;

5.5.5 loss of contracts;

5.5.6 loss of opportunity or expectations;

5.5.7 loss of goodwill and/or reputation;

5.5.8 loss of marketing and/or public relations time and/or opportunities;

5.5.9 loss of data;

5.5.10 loss of management or office time; or

5.5.11 any other losses howsoever arising.

5.6 Nothing in these Terms excludes or limits Kesero’s liability for:

5.6.1 death or personal injury caused by its negligence;

5.6.2 fraud or fraudulent misrepresentation by Kesero; or

5.6.3 any other matter for which it would be illegal for Kesero to exclude or attempt to exclude its liability.

5.6.4 Commentary and other materials posted on the App or provided by Kesero are not intended to amount to advice on which reliance should be placed. Kesero therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any User of the App, or by anyone who may be informed of any of its contents. Further, responsibility for decisions taken on the basis of information, suggestions and advice given to you by Kesero shall remain solely with you.

5.7 Kesero does not in any way participate nor shall it be liable in any way for whatever reason for any communication, transaction, meet-up, set-up or relationship between you and other Users. Kesero therefore recommends that you take all safety precautions when contacting, socialising and engaging in social gatherings or meetings, including without limitation with regard to Events with other Users.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Kesero and its licensors own all the intellectual property rights in and relating to the App, Services and Platform.

6.2 You are expressly prohibited from:

6.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the App except for the purposes of sharing content on social media such as Twitter, Facebook, etc; and

6.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by Kesero or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Kesero or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to kesero.

6.3 Provided that Kesero is unaware of any infringement of any third party intellectual property rights at the time you submit any User Submissions, Kesero shall not be liable in any way to you or any third party for any breach of such rights subsequently notified to you or kesero.

7 PRIVACY AND DATA PROTECTION

7.1 We will only use your personal information as set out in our Privacy Policy

8. FORCE MAJEURE

8.1 Kesero shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (“Force Majeure Event”).

8.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Kesero’s reasonable control and includes in particular (without limitation) the following:

8.2.1 strikes, lock-outs or other industrial action;

8.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

8.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

8.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

8.2.5 impossibility of the use of public or private telecommunications networks; and

8.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

8.3 Kesero’s performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and Kesero shall have an extension of time for performance for the duration of that period. kesero will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under these Terms may be performed despite the Force Majeure Event.

9. COMPLAINTS AND TERMINATION

9.1 If you wish to lodge a complaint about another User for breaching any of these Terms, you may do so by sending kesero details of your complaint by emailing hello@kesero.com. Kesero will use its reasonable endeavours to respond to your complaints within a reasonable time and to take reasonable action which it deems appropriate to resolve or rectify the subject matter of such complaints.

9.2 Kesero may suspend or terminate your use of the Services and/or App if:

9.2.1 any of Kesero’s third party communication network providers cease to make their services available to kesero for any reason;

9.2.2 Kesero believes you or someone using your login details has failed to comply with one or more of these Terms;

9.2.3 Kesero believes there has been fraudulent use, misuse or abuse of the Services; or

9.2.4 Kesero believes you have provided any false, inaccurate or misleading information.

9.2.5 On termination, your access to the App shall cease and Kesero may delete your Profile.

10. GENERAL

10.1 If Kesero fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remKdies to which it is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

10.2 A waiver by Kesero of any default shall not constitute a waiver of any subsequent default.

10.3 No waiver by Kesero of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

10.4 For the avoidance of doubt, references to ‘writing’ shall be deemed to include email.

10.5 Kesero reserves the right to use third party suppliers or sub-contractors at any time and in any way, in respect of the performance of its obligations under these Terms.

10.6 If any of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

10.7 These Terms and any document expressly referred to in them represent the entire agreement between you and Kesero in respect of your use of the App and your use of the Platform and the Services, and shall supersede any prior agreement, understanding or arrangement between you and kesero, whether oral or in writing.

10.8 You acknowledge that in entering into these Terms, you have not relied on any representation, undertaking or promise given by or implied from anything said or written whether on the App, the internet or in negotiation between you and Kesero except as expressly set out in these Terms.

10.9 Kesero may alter or amend our Terms by giving you reasonable notice. By continuing to use the App after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms. If, on receipt of such notice, you wish to terminate your access to the App, you may do so by giving us not less than 7 (seven) day’s written notice, (which may be by e-mail), such termination to take effect on the date upon which the amended Terms would otherwise have come into effect.

SECTION B: TIME USER TERMS AND CONDITIONS

11. INTRODUCTION

Upon registration as a User, and in consideration of your compliance with these terms and conditions, Kesero will provide you with the Time User Services as described in this section B. You are a Time User if you request and make arrangements to spend your time during an event with another user through the App.

12. TIME USER SERVICES

12.1 Subject to condition 1.5 of Section A above, the Time User Services will comprise of the following:

12.1.1 the facility to create a Profile page (including a photo) which can be accessed by all members;

12.1.2 the ability to search for skills offered from skilled users who have registered with the App;

12.1.3 the ability to communicate with skilled users using the App;

12.1.4 the facility to review and/or submit feedback on skilled users and time users; and

12.1.5 access to any other features and functionality provided by Kesero from time to time.

12.2 The contract for fulfilment of a transaction is created between you and the Skilled user, which will only be formed once you have provided acceptance. Kesero is not responsible for either party’s performance under such a contract and Kesero makes no guarantee that the obligations of either party under the contract will be fulfilled.

13. ADDITIONAL OBLIGATIONS AS A Time User

13.1 You must at all times use the TimeUser Services and the App in accordance with these Terms. In particular, all content and material uploaded to or forming part of your Profile must comply with the rules relating to User Submissions set out in Section A of these Terms.

13.2 As a Time user, you are responsible for:

13.2.1 ascertaining the identity of any Skilled users;

13.2.2 verifying the Time of any events, which you acknowledge will be determined at the Skilled user’s sole discretion;

13.2.3 ensuring you have sufficient information relating to any health & safety risks, including ascertaining that the Skilled user is, where applicable, registered or licensed as appropriate with the relevant authority.

13.2.4 any review of Skilled user to be fair, honest and reasonable; and

13.2.5 verification of all information provided by the Skilled user in relation to any skills items provided, including certifications.

13.3 In using the Time user Services, you must:

13.3.1 not provide information (including in your Profile) which you know to be inaccurate, false, incomplete, untrue or is or may be deemed to be a misrepresentation of the facts; and

13.3.2 immediately notify Kesero in the event you have any reason to believe or suspect that a Skilled user has breached any of the terms under Section A or that any Profile is not genuine, or is false, inaccurate and/or incomplete.

14. ADDITIONAL EXCLUSION OF WARRANTIES

14.1 You acknowledge and agree that the Services provided by Kesero are limited to providing you with a forum to attempt to source skills and connect you with Skilled users. When you use the Time user Services, Kesero does not warrant or guarantee:

14.1.1 that you will find services suitable to your specific needs or other requirements;

14.1.2 the status of any Skilled user as a business or that they are compliant with any standards set by the relevant authority;

14.1.3 the premises used by a Skilled user are suitable or, where applicable, registered with their local environmental health department;

14.1.4 that the Skilled user Profiles are genuine;

14.1.5 that any information or documentation made available on a Skilled user’s Profile is authentic, valid, accurate or otherwise complete; or

14.1.6 the identity of the Skilled user using the App.

14.2 Kesero is not responsible in any way for the quality or supply of any skills by the Skilled users. Skills are to be provided by the Skilled users on terms and conditions as may be agreed between you and the Skilled user.

14.3 In the event there is a dispute between you and any Skilled user, or if the Skill provided by a Skilled user are not provided to a satisfactory standard or at all, you agree Kesero is not liable (including but not limited to any loss, damages, costs or expenses or personal injury) suffered or incurred by you in the course of receiving such Skills from a Skilled user, and you release and hold harmless kesero from anything you may suffer or any liability in relation to such dispute.

INTRODUCTION

Upon registration as a User, in consideration of your compliance with these terms and conditions, Kesero will provide you with the Skilled user Services as described in this Section C below.

16. SKILLED USER SERVICES

16.1 Subject to condition 1.5 of Section A above, the Skilled user Services will comprise the following:

16.1.1 the facility to create a Profile page (including a photo), which can be accessed by the Time users;

16.1.2 the ability to advertise Skills available for request;

16.1.3 the ability to set a Time guide (“Duration”) payable by the Time user in respect of any Skill;

16.1.4 the ability to specify when you are able to supply Skill to Time users and at what location and preferred times;

16.1.5 the ability to post reviews and/or submit feedback about Time users; and

16.1.6 any other features and functionalities of the Skill user Services provided by Kesero to you from time to time

17. YOUR ADDITIONAL OBLIGATIONS AS A SKILLED USER

17.1 By choosing to be a Skilled user and to advertise and supply your Skills to Time users through the App, further to the general obligations on you as a User under section A of these Terms, you agree that all information submitted by you, the supply of the Skills, and any other information provided or comments made to Users through the App, must:

17.1.1 be accurate, correct and up-to-date;

17.1.2 be provided with all reasonable care and skill in a manner consistent with generally accepted standards in the industry in which you operate; if any;

17.1.3 not breach any applicable statutory or regulatory requirements;

17.1.4 not be misleading, deceptive or in any way contravene any and all applicable consumer, health and safety and e-commerce laws and regulations;

17.1.5 not be obscene, defamatory or be in the reasonable view of Kesero deemed to be offensive and/or inappropriate; and

17.2 In using the Skilled user Services you must:

17.2.1 at all times keep all information including without limitation, communication and correspondences between you and the Time users, and all information relating to the transaction process secure and confidential;

17.2.2 ensure your use of the Skilled user Services is personal to you; and

17.2.3 immediately notify Kesero in the event you have any reason to believe or suspect that a Time user has breached any of these Terms.

17.3 You further acknowledge and agree that Kesero may, at its sole discretion, immediately remove your Profile from the App where it reasonably considers that such Profile, any information you have uploaded or Skills provided, no longer meet the standards that Kesero requires of its Skilled users on the App, at its absolute discretion and upon written notice to you.

17.4 Failure by Kesero to exercise its rights under condition 17.3 should not be taken as acceptance by Kesero of any failure on your part to comply with these Terms.

18. ADDITIONAL EXCLUSION OF WARRANTIES

18.1 You acknowledge and agree that Kesero only provides you with the facility to add and supply Skills to Time users by providing you with the Skilled user Services. Kesero does not warrant, represent or guarantee that you will find any User to supply skills to or achieve any specific results whatsoever.

18.2 You further agree that Kesero does not vet or verify the identity of the Time users posted on the App. Consequently, Kesero does not warrant or guarantee:

18.3 the completeness, correctness and accuracy of any Time user’s Profile;

18.4 the identity of the Time user using the App.

18.7 You further acknowledge that Kesero has no control of and therefore has no liability whatsoever in respect of the behaviour, response and quality of the Time users on the App.

18.8 Kesero provides the Skilled user Services solely to connect Skilled users, with Time users who may be seeking to Request Skills from you. You acknowledge and agree that you are solely responsible for all communication with, and any subsequent dealings with, Time users. You, the Skilled user, hereby indemnify Kesero in full and on demand against all losses, damages, costs, claims and expenses that Kesero incurs (including but not limited to such losses and damages incurred by Kesero in respect of sickness, disease or death of any Time user arising out of or in connection with your acts or omissions in the use of the Platform) arising out of or in connection with any of your dealings with, or Events provided to Time users.