I. General Terms and Conditions applicable to all Members

I.1. Definitions

Confidential codes: personal codes in the form of a username and a password enabling the Member access to his Personal Account.

Personal Account: personal profile page of any Member in which personal information is kept accessible on the Site to which the Member may have internet access, upon entering one’s Confidential Codes.

Member: any individual having full legal capacity in accordance with applicable law and who is at least 18 years of age (or at least the age that is allowed by laws of country of Member’s residence), or any legal person whose registration has been validated by Gurulize.

Framework Agreement: The Agreement to be signed between the Member and Gurulize in order to define the service packages and fees.

Platform or Gurulize Applications: technical platform linking Users and Providers administered by Gurulize in the capacity of an online broker.

Provider: any Member offering the supply of services on the platform in a professional or non-professional capacity and according to the conditions defined by the same.

Service: service provided by any Provider on the Platform at the request and for the benefit of a User.

Partner: website, print, or television station within the same group as Gurulize or company, having an existing partnership agreement with Gurulize ensuring the promotion of Providers of the Services.

Customer Service: Support service dedicated to users who can be contacted via e-mail at info@gurulize.com

Site:the Gurulize website accessible directly from the following URL: www.gurulize.com or, indirectly, any URL address of a partner operated by Gurulize.

User: any Member receiving, at his request, the use of a service.

I.2. Registration

Subject to the specific conditions applicable to Providers, the following conditions need to be fulfilled before registration as a Member can take place:

As an individual:

• Any individual enjoying full legal capacity in accordance with applicable law and aged at least 18 years (or at least the age that is allowed by laws of country of Member’s residence);
• Any individual, in order to allow the use of GURULIZE services by a minor, wherein they hold parental authority and only after having reviewed and accepted a parental internet guide.

As a professional:

• Any person possessing an intra-community VAT number.

Pre-registration on the Platform (“Registration”) is required before use of GURULIZE by the Member. The new Member must provide all information requested by the online registration form in order to enable Gurulize to approve creation of the account. The Member agrees to complete all mandatory fields on the form and to communicate to Gurulize accurate, complete and up-to-date information in order to enable Gurulize to validate the creation of his personal account. It is not possible for Gurulize to check that all information provided during registration is accurate, complete and up-to-date. Therefore, any Member is liable towards both other Members and Gurulize with regard to the accuracy of the information provided.

The Member acknowledges that the supply of any erroneous, incomplete, misleading or outdated information during his registration is likely to incur liability both in regard to other Members and to Gurulize. The Member is fully responsible for updating the information provided and, consequently, must promptly notify Gurulize with regard to any change in the information provided during the registration process. The Member assumes full responsibility towards both other Members and Gurulize with regard to the consequences of any omission or negligence in this respect.

The Member, relying on information provided by other Members, needs to use his own judgement when selecting a Provider and needs to take all standard precautions as justified by the circumstances, notably in view of the Service offered.

Gurulize has the right, with immediate effect and without prior notice, to suspend or terminate the registration of any Member, in case of the provision of erroneous, incomplete, misleading or outdated information and insofar as this information has a significant impact on (i) the conditions of Services given by the Provider concerned as the authorization or the declaration of the activity to the competent authorities or (ii) on the fulfilment of obligations – in particular financial – by the said Member, Gurulize may, at its own discretion, suspend or revoke the Personal Account of the Member with immediate effect and without notice.

Gurulize may, at its discretion, terminate the suspension or allow the re-registration of a Member once erroneous, incomplete, misleading or outdated information has been corrected or should it be shown that:

• such information has not caused any loss or harm to any other Member or to Gurulize and/or
• Gurulize considers that said Member acted in good faith with no intent to conceal or to fraud.

Upon creation of a Personal Account, Gurulize assigns Confidential Codes to the Member.

Gurulize reserves the right to ask the Member to modify all or part of his Confidential Code, notably for regulatory, technical or safety reasons, without the Member being able to oppose and/or claim compensation of any kind in this instance.

The Member is fully responsible for keeping his password confidential as said password is necessary to access the Platform. The Member needs to take appropriate measures in order to prevent third parties from becoming aware of his password.

Any transaction, as defined in article I.7. below, for which the Member can be identified through his password will be accepted by the Platform and shall be binding upon said Member.

The Member undertakes to immediately change his password if there is reasonable ground to believe in a breach of confidentiality or that unauthorised persons have, or may have access to his password: in such case, Gurulize will promptly suspend access to GURULIZE by means of the previous password.

I.3. Role of Gurulize

As the administrator of the Gurulize platform, Gurulize is an online broker and a technical intermediary introducing the Member to others through the Platform.

As laid out in the provisions of article I.7. below, Gurulize does not participate in the Services provided and is not party to any Transaction which is concluded directly between the Provider and the User. Therefore, except with regard to the provision of the Communications used on the Platform, Gurulize is not liable regarding the execution of any Transaction and provides no guarantee in relation to the proper execution of the Service or its payment by the User.

In particular, Gurulize does not interfere, has no control over, and is not responsible for:

• the quality and/or the adequacy either with the initial offer of the Provider or with the law in force, or with the suitability of the Service offered by the Provider and, more generally, regarding the content of any Communication;
• the reliability, the accuracy or the lawfulness of any information relating to the Service or the identification of the Members;
• the professional qualifications of the Providers;
• the solvency of the Users.

Gurulize takes the technical responsibility for processing payments on the Platform.

If a dispute arises between two Members in relation to a Transaction to which they are parties, said Members are advised to contact Gurulize via the webmail service available in the “Support” section of their Personal Account in order to report that a dispute has emerged between them especially if the dispute concerns complaints or refunds. In accordance with article 1.1 of the Settlement of Disputes policy, the parties to the dispute should have previously attempted to settle their dispute between them before contacting Gurulize.

The rights and duties of Gurulize in relation to providing the Communications which are a technical means for Services, are described in the effective General Terms and Conditions for use of Gurulize services: the Member will have previously accepted the effective Terms of Use of the Tools for use of Gurulize services when opening his GURULIZE Personal Account.

I.4. Sites

Gurulize is not responsible for the content of websites accessible from links posted by Members. It is up to the Member to take all necessary precautions to ensure that any links made available by him are free from viruses, worms, Trojan horses and other items of a destructive nature that could potentially undermine the devices of other Members and of GURULIZE.

I.5. Obligations of the Members

In Accessing Gurulize, the Member acknowledges and accepts to observe appropriate standards of behaviour based on no violation of the law in force, as well as moral values such as respect of others, courtesy, good faith and fairness. Any Member is entitled to report a violation of such appropriate standards by means of the rating system defined within the Rating Rules.

Any infringement of the law in force may be directly reported to Gurulize according to the provisions of this Terms and Conditions.

The Member acknowledges that he is solely responsible for the information that he makes available on the Platform. The Member acknowledges and undertakes to ensure that the data circulated through Gurulize does not violate any law in force. In this respect, Gurulize is entitled to withdraw from the Platform any content, data, information or offer of a Provider that is clearly illegal, or inappropriate of which Gurulize may become aware of, and to irrevocably suspend or terminate without prior notice the Registration of said Member. This clause cannot be interpreted as Gurulize’s obligation to spot and remove such content on its own motion.

The Member can not utilize the website or any Gurulize application to indirectly avoid the applicable law or for any other purposes than they are meant to perform.

The Member acknowledges and undertakes to circulate information that is fair, true and legitimate only. Moreover, the Member is prohibited from:

• breaching or attempting to breach the security or the integrity of the Platform and, in particular, from:
• carrying out any action liable to jeopardize or interfere with the proper operation of the Platform or of any Transaction undertaken on the Platform, to violate human dignity through a text, an image or a video of a racist, violent, pornographic or revisionist nature, to infringe the rights to privacy of others, to violate the legal provisions on intellectual property rights and particularly to commit any act that may constitute an infringement;
• carrying out any action imposing an unreasonable workload on or of disproportionate significance to the Platform infrastructure,
• accessing or attempting to access data not intended to be viewed by the Member, or
• entering or attempting to enter a server or a Member account without the authorization to access. The Member acknowledges and undertakes to take all measures to ensure that all data sent to Gurulize is free from any virus or harmful program;
• harassing, threatening, abusing or breaching the privacy of any other Member or circulating defamatory, insulting or libelous information, in particular by means of the rating system;
• carrying out, without Gurulize’s express authorization, any “framing” or “mirror site” operation virtually replicating the Platform, creating any hypertext link on another site pointing to the Platform or to include a hypertext link within any Service offer or profile pointing to a third party site in violation of the provisions of the Terms and Conditions. However, hypertext links put in place by Providers with the purpose of guiding Users to the Terms and Conditions, business regulations or a general information site related to the Provider’s business or to the Services offered are expressly permitted;
• providing any misleading or deliberately false or inaccurate information in the course both of Registration and the placing of a Service Offer online;
• using data on other Members for inappropriate or unlawful purposes such as unsolicited business offers, offers to participate in lotteries, raffles, sweepstakes or competitions, chain letters and suchlike, or in violation with the terms of the Personal Data Protection Policy;
• posting a false rating on himself or other Members.

I.6. Intellectual property

Gurulize is invested in the rights of its Software, made available under the terms of the Terms of Use of the Tools.

Any infringement by third parties, or act likely to be qualified as such, of which the Member is aware, must be reported to Gurulize which will proceed to prosecute the case reported.

All brands and logos, including property logos and marks belonging to Gurulize or its partners are protected by appropriate records from the relevant offices.

Websites: All text, images, icons, designs, graphics, photographs, programs and other components of the Websites are the property of Gurulize or its partners and are protected by copyright laws.

Any commercial or non-commercial use of images, texts, icons, designs, graphics, photographs, programs and other components of the Websites without the prior written consent of Gurulize or its partners is strictly prohibited.

Gurulize assumes no liability whatsoever in the event of an infringement action between the Members, or more generally, in the event of any infringement action filed by a third party to a Member.

I.7. Concluding Transactions

When a User wants to order a Service, the User must first accept the Terms and Conditions applicable before requesting to contact the Provider of such Service (“Connection Request”).

The Connection Request is valid once: i) the User has acknowledged and accepted Terms and Conditions applicable to the Service ordered and ii) the Provider has acknowledged receiving the User’s acceptance.

However, a Service contract (“Transaction”) is binding between the User and the Provider as soon as:

• the Provider and the User are connected through a Communication,
• the Provider has accepted the Connection Request.

The User acknowledges that the Connection Request does not constitute acceptance of a binding offer of Service; the Transaction will be executed if the Provider acknowledges and accepts the Connection Request

The User will not be charged prior to the start of the Communication selected to provide the Service according to the provisions of article 4 of the Pricing and Payment Policy.

Payment of the Transaction is carried out by one of the secure payment methods available to the Members by Gurulize, of which, but not limited to: (i) bank/debit card (ii) GURULIZE card valid for a Service. The conditions and the procedures governing such payment methods are detailed in the associated regulations in the Framework Agreement signed.

The Member acknowledges and agrees that any Transaction is governed by applicable laws irrespective of the country of residence of the User or of the Provider and irrespective of the geographical location where the Service is issued and received.

I.8. Member Sanctions – Withdrawal of content – Warnings – Compensation of Gurulize

If provisions of the Terms and Conditions are violated or in case of any unlawful misconduct of a Member, Gurulize is entitled to withdraw immediately the problematic content from the Platform without notice and/or to suspend or terminate the registration of said Member, or to take any other appropriate measures against him; such measures may consist of a warning, a suspension or a termination of his Registration.

Gurulize cannot be bound to monitor the data and content available on the Platform, nor it is bound to look for evidence or circumstances disclosing unlawful activity.

In the event that a Member should become aware of any infringement of a law in force and in particular of any content that is anti-Semitic, revisionist, incites racial hatred or discrimination or vindicates crimes against humanity, or connected with child pornography, the Member acknowledges and undertakes to immediately alert Gurulize by contacting the customer services by e-mail and to provide information identifying the offending content and/or the perpetrator.

Every Member acknowledges and undertakes to protect and indemnify Gurulize (along with its management and staff) against the consequences of any claim from a third party resulting from the violation by the Member of the provisions of the Terms and Conditions, any law in force, intellectual property rights or the failure by said Member to fulfil a Transaction.

I.9. Liability

Gurulize assumes no obligation other than those pursuant to its role as an online broker and Platform manager. Gurulize does not provide any guarantee as to the availability or performance of the Platform and the Member cannot attempt to seek to render Gurulize liable for any loss of earnings or lost opportunity or loss of turnover.

In any event, Gurulize is only liable for direct and predictable loss or damage suffered by Members that has signed the Framework Agreement, that are caused by any breach in Gurulize’s obligations as a consequence of the Terms and Conditions or of the law in force, limited to the sum of one hundred and fifty (150) euros per Member for damage.

Members are liable for any direct or indirect harm or loss or damage, either tangible or intangible, suffered by Gurulize and/or to any third party.

The Member accepts to indemnify Gurulize from losses, expenses, damages and costs, to a reasonable extent, resulting from non-compliance with the Rules.

I.10. Removal/Suspension/Closure

Gurulize is entitled to terminate as of right, irrevocably and without notice, the Registration of a Gurulize Member in the event of violation of the Terms and Conditions or any infringement of the law in force. Gurulize serves notice to Members electronically, to eliminate the aforementioned violation, within a period of forty-eight (48) hours.

When the Member is likely to be able to remedy breach, Gurulize is entitled to start by officially notifying the Member of the need to remedy said breach. This official notice will, if applicable, be combined with suspending the Member’s Gurulize registration access.

The Member may delete his Personal Account on the platform at any time by contacting the customer service and subject to full payment of all amounts due for services rendered.

I.11. Closure of the Platform

Gurulize is entitled, at its sole discretion, to stop operation of the Platform with respect to a prior notice of one (1) month starting from the notification date of the cessation of Gurulize without such a decision rendering Gurulize liable in any capacity whatsoever. Under the same conditions, Gurulize reserves the right to terminate, at its sole discretion, the provision of Services category on the platform and without such a termination incurring Gurulize liable in any capacity whatsoever.

I.12. Amendment to the Terms and Conditions

Gurulize is entitled to modify the Terms and Conditions, the Ancillary Policies, the Price List and Gurulize’s features at any time.

Amendments will be notified to Members in their Personal Account within a period of between fifteen (15) and thirty (30) days preceding their coming into force, unless they are imposed by an imperative rule or legal ruling, in which case they will come into force immediately.

All Members connecting to Gurulize and/or maintaining their Service offers on the Platform after such amendments enter into force will be irrefragably deemed to have accepted them.

I.13. Agreement of proof

Members acknowledge and accept that the saving and backing up of data (including any connection data) carried out on the Platform (“Electronic Documentation”) will have full evidential value both between Providers and Users with regard to Transactions and between Members and Gurulize. Consequently, Electronic Documentation (including its date and time) will be conclusive in any dispute between the parties unless the party against which Electronic Documentation is invoked demonstrates a defect in the reliability of such Electronic Documentation.

The Member acknowledges, in its contractual relations with Gurulize, the validity and the probative value of e-mails. Similarly, call logs, summarising phone calls made by the Member and serving as a basis for invoicing, as well as their reproduction on cards, optical or magnetic discs and magnetic tapes, kept by Gurulize are binding to the Member as evidence.

Gurulize will keep Electronic Documentation about Transactions on behalf of the Members. All Members may have access to Electronic Documentation relating to Transactions involving themselves by sending a request to Gurulize.

I.14. General Provisions

Governing law and jurisdiction: The Terms and Conditions are governed by the laws of Estonia (“Applicable Law”). Any dispute between a Member and Gurulize which is not settled will be brought before the courts of Talinn, except in the event that such an election of jurisdiction is not binding on the Member in the Member’s capacity as a consumer.

Partial nullity: Any clause in the Terms and Conditions or in one of the Ancillary Policies which may come to be declared void or unlawful by a judge will become unenforceable but this nullity will not negatively impact the other stipulations nor affect the validity of the Terms and Conditions or Ancillary Policies concerned taken as a whole nor their legal enforceability.

Force majeure: Parties will not be held liable nor deemed to have breached the provisions of the Terms and Conditions for any delay or failure to perform when the cause of the delay or failure to perform is related to a case of force majeure as defined by Applicable Law.

Gurulize cannot be held liable to the Member or any third party for possible deterioration, suspension or interruption of the operation of tools due to force majeure, facts occurring from a third party or from the Member, as well as unavoidable hazards arising from technology and the complexity of the implementation of Tools.

In case of force majeure, the obligations of Gurulize and the Member are suspended throughout their duration.

Independence of the Members: Members participate in the Platform in an independent manner and Gurulize Registration does not create any relationship of subordination, agency, de facto company, partnership or representation (other than when express permission is given to Gurulize by the Provider to carry out operations according to the Terms and Conditions or a clause in an Ancillary Policy).

Notice: Any notice provided by the Internal Regulations should be made by the Member to Gurulize by registered mail with return receipt to the following address: Sepapaja 6, Tallinn 15551 Estonia.

Cession: Gurulize reserves the right to transfer, to any company of his choice, all or a portion of the rights and obligations arising from the Member and Gurulize.

APPLICABLE LAW – JURISDICTION

THE RULES ARE SUBJECT TO ESTONIAN LAW. ANY DISPUTE BETWEEN A MEMBER AND Gurulize THAT CANNOT BE RESOLVED IN A CONSENSUAL MANNER WILL BE BROUGHT BEFORE THE COURTS OF TALINN EXCEPT IN CASES WHERE SUCH CONTRACTUAL ATTRIBUTION OF JURISDICTION SHALL NOT BE ENFORCED TO THE MEMBER IN HIS CAPACITY AS A CONSUMER.

II. Specific conditions applicable to Service Providers

II.1. Provider Registration

Gurulize validates the registration of Providers after verifying the information provided by each Provider.

Thus, Gurulize reserves the right to request additional information, including statements submitted by Providers to tax and social security authorities, taking into account a Provider’s obligations in accordance with legal provisions.

Moreover, the regular outcome of online Transactions may determine the liability of regularisation to managing bodies of social security contributions management organisations (health insurance etc.).

The advisor is informed that providing services on the platform (or any other site or marketplace) in a standard manner makes him subject to reporting obligations, particularly with tax and social authorities. Thus, Transactions on the Platform are likely to result in an obligation to reporting to the tax authorities and may subject the Provider to various taxes such as Value Added Tax (“VAT”) and territorial economic contribution.

The Provider acknowledges being up to date with payment of all taxes, in addition to taxes resulting from Transactions on the Platform.

It is therefore recommended to non-commercial Providers to approach these organisations in order to obtain the relevant information concerning membership criteria and obligations.

GURULIZE reserves the right to select Providers and to limit the number on the basis of:

• demand from users,
• the performance of the platform,
• technical constraints related to the administration of the Platform.

II.2. Providers Obligations

All Transactions that occur through the intermediary of the Platform are concluded directly between the Provider and the User. Consequently, the Provider is solely responsible for the terms of the contract concluded with the User. As such, Providers acknowledge and undertake to abide by the applicable legislative provisions.

The Provider should describe as accurately and precisely as possible the purpose, price and features of the Service offered, prior to any Transaction, based on the indications provided by Gurulize in the “Service Creation” section.

In general, the Provider guarantees that he is entitled to provide the Services offered in accordance with applicable laws and regulations.

The Provider is liable to Users, Gurulize, third parties and the competent authorities with regard to any violation of the laws in force applicable to the Services provided.

The Provider acknowledges and undertakes not to use the execution of a Transaction in order to promote services other than those offered on the Platform or to offer electronic communication services in competition with Gurulize Services. The Provider also undertakes not to promote his personal website as part of services rendered.

II.3. Provider acting as a professional

Gurulize reiterates that the Providers delivering services on the Platform in a commercial capacity are subject to certain specific obligations, such as registration to the Trade and Companies’ Register, book-keeping in accordance with applicable rules, VAT payment and other applicable taxes.

If the Provider is in a professional capacity, he is required to comply with all rules laid down in consumer protection laws.

The Provider, acting in a professional capacity, acknowledges that once he habitually carries out Service business on the Platform (or on any other site or marketplace), he is subject to specific reporting and taxation obligations. In the case of a change in status following registration to the Site, the Provider agrees to promptly amend or supplement the information provided during registration. Hence, regularly concluding Transactions on the Platform is liable to result in an obligation to report to the tax authorities and in becoming subject to various taxes such as Value Added Tax or the any applicable local business tax. The Provider acknowledges liability for all taxes resulting from Transactions concluded on the Platform.

II.4. Rules applicable to Advertising

All copywriting, graphical, photographic or sound content describing the Services (“Advertising”) hosted on the Platform (or accessible from it) must respect the undertakings laid down in article I.5. of the Terms and Conditions. Gurulize outlines that it exercises no editorial control over Advertising but it may however withdraw any Advertising that is unlawful or contrary to the provisions of the Terms and Conditions of which it may become aware, in accordance with the Statement of Moderation.

When necessary, the Provider grants Gurulize a non-exclusive and free license to use the Advertising in order to enable reproduction and representation on the Platform, on Partner sites, on search engines as well as on affiliate networks. The Provider protects Gurulize in this respect from any allegations of property rights infringement under the Terms and Conditions defined in the Statement of Moderation.

II.5. Penalties applicable to Providers

Notwithstanding article I.10., where the Provider has failed to fulfill one or more of his obligations, Gurulize will suspend access to the platform for a maximum of three (3) months. The Provider will be notified of this measure by letter/e-mail.

This shall particularly apply in the case of a Provider engaging in conduct that is prejudicial to Gurulize, which may constitute an act of unfair competition.

The Personal Account of the Provider will be reactivated within a reasonable time from the moment the Provider has sent to Gurulize evidence that he has put an end to the infringement.

In case of repetition from the Provider, Gurulize reserves the right to remove, without notice, his Personal Account.

II.6. Agreement of proof

In addition to article I.13., the Provider expressly and conclusively acknowledges that recordings related to remote communications used (including telephone and computer) carried out by Gurulize have strong probative value both between the Provider and his Users as part of the Transactions between the Provider and Gurulize. Gurulize may proceed to such recordings subject to prior notification of the relevant Users.

The Provider expressly authorises Gurulize to record exchanges made by means of remote communication (including telephone conversations and e-mail exchanges) and expressly accepts that the evidence of his oral and written communications results in the registration of these exchanges by Gurulize.

III. Specific conditions applicable to Users

The User acknowledges and undertakes to use the Platform in good faith and solely for the purposes of using the Services offered by Providers.

During the process of online Registration, the User is responsible to determine which information will be visible to Members, given that for Transactions conducted in a professional capacity, the User can only recover the Value Added Tax paid if the User’s surname and forename or registered business name appear on the Transaction summary that Users will receive from Providers according to article 1 of the Pricing and Payment Policy and pursuant to any applicable tax legislation.

Any dispute over the quality or conformity of Services must be solved in a peaceful manner.

The User shall not attempt to persuade the Provider with whom the User is in contact to provide Services of unlawful nature or in violation with the Terms and Conditions. The Provider is also prohibited from encouraging the User to avail of Services offered by the former outside of the Platform.

The Member agrees to comply with all legal and regulatory requirements as well as all the terms of the Terms and Conditions.