TERMS OF USE

Thank you for using Surely!
These Terms of Service (“Terms”) are a binding legal agreement between you and 5AT Limited that govern your right to use the websites, applications, and other offerings and products (collectively “Services”) from 5AT Limited (such as “Surely” or “Surely Security”). When used in these Terms, “Surely,” “Surely Security,” “we,” “us,” or “our” refers to the 5AT Limited entity set out on the Contracting Entities, with whom you are contracting. Surely offers an online marketplace that enables users (“Security Operatives” and “Clients”) to publish, offer, search for, and book security services. Users who offer their services and qualifications are “Security Operatives” and users who are able to search for, book and use these offered services are “Clients”. Clients will offer job offers (“Job Post”), which will contain specified information regarding the job and its conditions and hire Security Operatives based on their profiles, and Security Operatives will offer their services and apply for the jobs posted by Clients. In order to access the platform and use any of the features, all users must register, create a profile (“Profile” or “Account”), and keep all the information in their accounts accurate and updated. As providers of Surely Security, 5AT Limited does not own, provide, offer or manage any Job Post or Security Operative profile on the platform. Surely is not a party to the direct contacts between Security Operatives and Clients, but rather serves the purpose of a marketplace where these users can find each-other. Surely does not act as an agent in any capacity, expect as specified in the Payment Terms of Service when handling transactions, but rather a marketplace and in any case a mediator between two different types of users. In order to create a profile and be able to use Surely (surelysecuirty.com) you would need to agree to all the Terms and Conditions as explained below. If you don’t understand these Terms or you don’t agree to all of its terms and conditions, you may not use Surely. If you do not understand or agree to these Terms, do not click to accept this agreement, “Sign Up”, “Create My Account”, or similar, and do not visit surelysecuirty.com, use our mobile applications, or otherwise use any of our services. If you are using our platform on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.
1. WHO ARE WE
5AT Limited (“We”); we are a private limited company registered in England and Wales under registration number 14386517. Our registered office is 20-22 First Floor, Station Road, Knowle, West Midlands, United Kingdom, B93 0HT. Our trading address is Belle House, 1 Hudsons Place, Unit 2 Platform 1 Victoria Mainline Station, London, SW1V 1JT. Our VAT number is GB 425 3744 0000. Surely is product of 5AT Limited and as such is referred to as “us”, or “we”.
1.1. OUR MISSION
Surely (surelysecuirty.com) is a product of 5AT Limited, a company dedicated to changing industries by bringing innovation and curated products that serve its users. Surely aims to be transparent about fees and payments builds trust between us and all our users. We make it easy for everyone to see the fees Clients need to pay, and how much a Security Operative receives for the job every time they are hired. We’re not a faceless online recruitment tool. We’re a human brand, with committed people working 24/7 behind the scenes to support positive change in the security sector. If you’re experiencing any type of issue, don’t worry – we’re just a phone call away, seven days a week, 365 days of the year, all details easily accessible on the Surely website. We seek to promote every additional qualification a Security Operative has or gains to do their job better, and Clients can review their background, experience and expertise on their Surely Profile. Why? To make it easier for users to search for and find the right people. Whichever side of the table you’re on – Security Operative or Client – Surely gives you access to a fairer recruitment journey. Each member has to agree to our Code of Conduct when they register, which is all about mutual respect and fair play – plus our robust review system promotes accountability and honesty on an ongoing basis. We advocate for best practice in all its forms, beginning with fair pay for security operatives, and provide useful links to help develop their career in the sector. Each time you work a shift or make a hire, we help you to access the highest standards the industry has to offer. And, when there’s need for support, Surely can provide it. From customer service troubleshooting to resolving disputes for operatives, we’re committed to revolutionising the world of security for the better.
2. KEY TERMS
– “Client” means any User of the Site or Site Services authorized to seek or obtain Services, including from another User. – “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Contract or the suitability of another User for the Contract, or provided in connection with a Contract, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Security Operative or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information. – “Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Security Operative, prior to the commencement of a Service Contract, for the completion of all Security Services contracted by Client for such Service Contract. – “Escrow” means a legal concept describing a financial agreement whereby money is held by Surely on behalf of Users that are in the process of completing a transaction or contract. – “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Security Operative. – “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction. – “Invoice” means a bill for a completed contract which is raised by the Security Operative. – “Payment Method” means a valid credit card issued by a bank acceptable to Surely, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Surely may accept from time to time in our sole discretion. – “Security Contract” means the contractual provisions between a Client and a Security Operative governing the Security Services to be performed by a Security Operative for Client for a job. – “Security Operative” means any authorized User of the Site or Site Services, that utilizes the Site to advertise, provide, or receive payment for the provision of Security Services to Clients. – “Security Services” means all services performed for or delivered to Clients by Security Operatives. – “Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities. – “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any User post to any part of the Site or provide Surely, including such content or information that is originally generated through the use of generative AI tools or as a result of questions. – The term “including” as used herein means including without limitation.
3. ACCOUNT CREATION
3.1. REGISTER AND SIGN UP
You must register for an account with us (“Account”) in order to access all and any of our Services. Registered users of our Services are either job seekers, labelled as “Security Operatives”, or employers, labelled as “Clients”. Your Account registration is subject to approval by Surely. We reserve the right to decline a registration either to join Surely or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
3.2. ACCOUNT ELIGIBILITY
Surely offers its Services for business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you understand and accept that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
3.3. SURELY PROFILES
To register for an Account to use our Services, you must complete a user profile (“Profile”), which you consent to be shown to clients and occasionally to other users. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access or provide to us while using our Services—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
3.4. ACCOUNT TYPE
We offer two different types of accounts (“Account Types”): Client and Security Operatives. You can only register one account per user, and as such you would need to re-register. Client users are obliged to specify they represent: (a) a Company, (b) an ACS-accredited security company, (c) a Non-accredited security company, (d) an Agent (individual) or (e) a Private Individual. Likewise, Security Operatives are obliged to upload their SIA Licence, which will dictate the types of job activates they are licensed to take. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company
3.4.1. Client Accounts
If you create an account as a Client, you will not have a public Profile and as such Security Operatives will only be aware of your account when you post a job opportunity (“Job Post”), or when you invite a Security Operative to your Job Posting (“Invite”). Client accounts are the only ones that can browse through and contact Security Operatives on the platform. All details and preferences can be changed and updated.
3.4.2. Security Operative Accounts
If you create an account as a Security Operative, you consent to a public profile containing all given information about your professional history. Your account will be constantly visible to Clients and occasionally visible on the Surely Home Page for nonaccount holders and other Security Operatives. With a Security Operative account, you can only apply to Job Posts and you do not have access to Client details and are not able to contact them, unless you have received an Invite or have gotten a job opportunity through a Job Posting. You are also not able to contact other Security Operatives, even if, for certain periods of time and certain reasons, their Profile has been made public. All details and preferences can be changed and updated.
3.5. ACCOUNT PERMISSIONS
You are responsible for all activity on your Account. You may provide other Users permissions to act on your Account only as described in Section 3.4 and in this Section 3.5. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions to access your Account, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Service Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services.
3.6. IDENTITY AND LOCATION VERIFICATION
When you register for an Account and periodically thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business. You authorize Surely and 5AT, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.
3.7. USERNAMES AND PASSWORDS
Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are also responsible for safeguarding your username and password and for any use of our Services that requires your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User.
4. CONTRACTUAL RELATIONSHIPS ON THE PLATFORM
4.1. RELATIONSHIP WITH SURELY
Surely offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Security Services, and make and receive payments through escrow. Surely neither performs nor employs individuals to perform Security Services. You acknowledge and agree that Surely does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract or Direct Contract and agree that: (a) Surely is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Surely is not responsible for the offering, performance, or procurement of Security Services, (c) Surely does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Surely and any User offering services. While surely may provide certain badges on Security Operatives Profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Security Operative to complete a Service Contract. You further acknowledge and agree that Users, and not Surely, are solely responsible for (a) evaluating and determining the suitability of any Service Contract, Client, or Security Operative; (b) assessing whether to enter into a Contract Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Contract on Surely as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service and Contracts between Users are directly between the Users and Surely is not a party to those contracts. If you are an Agency or Security Company, you expressly acknowledge and agree that, in addition to the provisions above, the Agency and Company are solely responsible for paying their members for work performed on behalf of their name. Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so. As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time.
4.2. CONTRACTUAL RELATIONSHIPS BETWEEN USERS
As provided in Section 4 above, if a Client and a Security Operative decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Security Operative; Surely is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between Surely and any User. With respect to any Service Contract, Clients and Security Operatives may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrowed, or expanded Surely’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. You should seek legal advice from a licensed attorney for your particular needs.
4.3. DISPUTES
For disputes arising between Clients and Security Operatives, you agree to abide by the dispute resolution process that is explained in the Escrow Instructions that apply to your particular Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Surely will not and is not obligated to provide any further dispute resolution assistance. If Security Operative or Client seeks an order from an arbitrator or court that might direct 5AT Limited, Surely, or our Affiliates to take or refrain from taking any action with respect to Escrow, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting 5AT Limited or Surely we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting 5AT or Surely, Surely be paid for the reasonable value of the services the order obligates us to undertake. Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.
4.3.1. DISPUTES WITH OTHER USERS
You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Service Contact that you will first attempt to resolve any differences that you have in relation to such Service Contract, including in relation to the quality of the services provided. If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a Service Contract, we encourage you to contact us. You agree that any dispute that is not related to a Payment arising between you and another User will be handled in accordance with this clause. Surely will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, Surely shall have the right to request the Security Operative and the Client involved to provide documentation in support of their claim or position in relation to the dispute. You agree that Surely has absolute discretion to accept or reject any document provided. You also acknowledge that Surely is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold Surely and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading. In relation to disputes with any other users of the Website, you hereby agree to indemnify Surely from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Payment Dispute Resolution Services for Payments and/or for Other Disputes. The Surely Code of Conduct applies to all the services offered by Surely, including, but not limited to, the Milestone Dispute Resolution Services. It is agreed by you that you will make every endeavour at fair play and post reasonable and fair demands/offers on your dispute. No conduct relating to threats, blackmail, intimidation or inducement of users to leave positive feedback will be tolerated, in particular any refusal to provide either deliverables or payment in relation to the provision of feedback. A User found to be in breach of the Code of Conduct during the Dispute Resolution Service process may automatically lose the dispute in favour of the other party involved, regardless of the origin of the dispute. The User who breached the Code of Conduct may also incur further disciplinary action. For more information, read the Code of Conduct.
4.3.2. DISPUTES WITH SURELY
If a dispute arises between you and Surely, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by contacting our customer support or emailing us at [email protected]. For any claim, Surely may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Surely elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that Surely will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All claims you bring against Surely must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Surely may recover its legal fees and costs (including in-house lawyers and paralegals), provided that Surely has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding. If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Surely will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement. Surely’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
5. WORKERS EMPLOYMENT STATUS
Client is solely responsible for and assumes all liability for determining whether Security Operatives should be engaged as independent contractors, workers, employees or selfemployed, and engaging them accordingly. Client warrants its decisions regarding employment statuses and whether they are correct and its manner of engaging Security Officers complies with applicable laws, regulations, and rules. Surely is not responsible for employment statuses as between Client and Freelancer, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Surely and a User.
– Surely Fees
– Payment Terms and Escrow Services
– Non-Circumvention
You agree to only communicate through Surely and make and receive payments only through Surely for two years from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account and denying of a new account creation under the same name as the previous Account.
6. MAKING PAYMENTS THROUGH SURELY
You acknowledge and agree that a substantial portion of the compensation Surely receives for making the Site available to you is collected through the Service Fee described in Section 7 and that in exchange, a substantial value to you, is the relationships you make with other Users identified through the Services. Surely only receives the Service Fee when a Client and a Security Operative pay and receive payment through the Site. Therefore you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the NonCircumvention period you will not: • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site. • Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users. • Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site. You agree to notify Surely immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 6 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this noncircumvention agreement, please submit a confidential report to Surely. You acknowledge and agree that a violation of this Section 6 is a material breach of the Terms of Service, and may result in your Account being permanently suspended, charged the Conversion Fee (defined above) and denying of a new account creation under the same name as the previous Account. This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you found through Surely and that you wish to continue working with after you cease using the Site.
7. PAYMENT TERMS
Payments are made as described in this Section 7, for a project agreed by the Client as successfully completed. The payment terms are ten (10) days, unless agreed otherwise by; (a) Security Operative and Client privately through chat, (b) Surely and Client through approved communication, for which Surely will, but is not obliged to, notify Security Operatives. For Contracts, the Security Operative must not request a release of funds from Escrow prior to contract completion; the purpose of funds being held in Escrow is to provide the Users with the security needed for them to indulge in contracts. Buyers must report such cases, where Security Operatives request a release of fund early, immediately. In such cases the Security Operative’s account may be temporarily or permanently suspended. All payments between Client and Security Operative must be processed by Surely, through its selected financial software of similar, as described in Section 6, for all contacts between Users. Payment (or attempt of) outside of the platform is a breach of these terms and conditions. Such payment (or attempt of) and will lead to temporary and/ or permanent suspension of the Client and/ or Security Operative’s account. Moreover, Surely will not mediate any Disputes or be liable to either the Client or Security Operative’s loss of business as a result of violation of this clause. Users must report attempts or offers to make payment outside of Surely by their Client or Security Operative to Surely immediately. Payments by Clients are routinely checked by Surely for fraud prevention purposes, before any payments are released to the Security Operative. Funds are only made available for withdrawal following a clearance period of ten (10) days after the invoice has been approved by the Client. Surely process payments daily and will send the money to the Security Operative via the sites selected financial software or similar. For security reasons, Surely reserves the right to request additional information from Clients and Security Operatives, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the following proofs of identity: • a copy of a Government issued ID (Passport, Driver’s License or National ID Card); • a copy of a recent utility bill showing your name and address (less than 3 months old); For credit/debit card users (one of the following): • a copy of the front and back of the card used. For Security Compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back; • Credit or Debit Card Bank Statement of the card used on your SURELY User account (less than 3 months old). For Security Compliance you must blank out the central 8 digits of the card number digits; For international Bank transfers, credit to the beneficiary may be delayed by factors such as local bank holidays, delays by an intermediary bank or other local conditions. Please note that some countries have been designated as “slow-to-pay” countries, and transfers made to those countries may take several days or even weeks in crediting the receiving account. In using Escrow, Surely act, subject to these terms and conditions, on the User’s behalf. Surely hold the funds in a separate account. SURELY IS NOT A BANK and only holds funds for the purposes of settling the provision of services and specific invoices of Security Operatives. We strongly recommend that all users do not hold balances on the platform. Funds held by Surely on the platform are not insured nor covered by any Financial Services Compensation Scheme or any other government agency. Users will not receive interest or other earnings on the funds in their Escrow or Surely User Account. Surely will endeavour to ensure that the funds in Escrow or Surely User Account are available to the User in accordance with these Terms and Conditions but do not guarantee that they will be available to the User in circumstances which are unforeseen or beyond our control. If Surely has to return funds to the Client due to the Client (contrary to these Terms and Conditions) filing a dispute or requesting a payment be reversed through the selected financial software then Surely will be entitled to recover any such amount from Escrow or the Security Operative’s account (and if insufficient monies are in the Security Operative’s Account), credit card or other previously made payment method if available. If Surely is unable to recover the amount returned to the Client from the Security Operative in full then the Security Operative agrees to pay Surely any outstanding sums within 48 hours of making a request. To prevent funds being held indefinitely in Escrow, Surely will notify the Security Operative in the event of funds being held in Escrow for a contract that i) does not have an unpaid Invoice nor an open Dispute; and ii) has not had any activity in for a period of one (1) calendar month or longer. Activity is defined as any action by the Client or Security Operative in the in-platform Chat such as: a message posted, an Invoice is raised, a deposit into Escrow made or a Refund Request raised. • The Security Operative will be asked to confirm either (a) that the Contract is still in progress by posting a message to the Client in the in-platform Cha; (b) that the contract has been completed by raising an Invoice in accordance with the terms defined in Section 7; or (c) that the contract was cancelled and issuing the Client with a refund in accordance with the terms in Section 7. • If no action is taken by the Security Operative or Client within seven (7) days it will be assumed that the project was not delivered by the Security Operative and the funds held in Escrow will be automatically refunded back to the Client’s Account. SURELY uses third-party service providers to process payments by Clients and to transfer funds to Security Operatives. These third-party payment service providers are regulated and authorized to provide payment services in the countries where they operate. Surely may share your personal or transactional information with third-party payment service providers when it is necessary to process payments.
8. ESCROW
On contact accordance of an Offer the Clients’ funds will be held in Escrow. The Client will then need to provide their requirements (as specifications that might not be posted on the Job Posts) on the in-platform Chat so that the contact can start. Escrow is different for all Client users based on the risk associated with the user, their credibility and what Surely believes to be their ability to carry out the final payment; the purpose of funds being held in Escrow is to provide the Users with the security needed for them to indulge in contracts. Once a user registers as a Client the automatic Escrow percentages will be imposed on their accounts and will be applied to all and any contract made with Security Operatives on Surely. Depending on what the type of registered client account users will pay: (a) 10% in Escrow if registered as a Company; (b) 20% in Escrow if registered as an ACS-accredited security company; (c) 30% in Escrow if registered as a non-accredited Security company; (d) 50% in Escrow if registered as an agent (individual); (e) 100% in Escrow if registered as a private individual. All direct communication between Client and Security Operative must go via the in-platform chat to keep both parties protected in case of a Dispute. Once the contract has been completed the Security Operative will raise an invoice, which the Client will confirm and pay. Funds will then be held by Surely while necessary processes, such as but not limited to, transfers etc., will be carried out. Once payment has been released to Security Operative, the contact will be considered as closed and the Client will have to post another Job Post on the platform to be able to work with the Security Operative again. Alternatively, if the Client is not satisfied with the work they can reject the invoice and raise a dispute act. If the Buyer does not either reject the invoice or raise a dispute act, the funds held in Escrow will be automatically released on their behalf to the Security Operative as payment after seven (7) days. In such case the Client agrees that they will not file a dispute or seek to reverse payment through their credit card provider, bank or similar. Feedback in form of a review is available for both Users, as describes in Section 9, after a Job is completed.
9. FEEDBACK
Feedback in form of a review is available for both Users after a Job is completed, however not all reviews will show on platform. If Clients decides to leave a review for a Security Operative, they can optionally decide to give a one to five (1-5) start review on six (6) categories such as: (a) Punctuality; (b) Communication; (c) Helpfulness; (d) Professionalism; (e) Positivity and (f) Dress Code. These star reviews will affect an overall rating that will show up on the Security Operative’s detailed profile and small profile shown on the Dashboard. Alongside the star review, Clients can also leave an optional written review which will only show on the Security Operative’s detailed profile with the Clients name and the date the review was posted. If Security Operatives decide to leave a review, they can optionally decide to either send this review to: (a) Surely only or (b) to both Surely and Client. These reviews will not show up anywhere however they will be privately sent to whoever the User decides. If the review is flagged by Surely as concerning, Surely may take necessary actions. All reviews and feedback are optional but encouraged.
10. TAXES AND BENEFITS
Security Operatives acknowledge and agree that they are solely responsible for: (a) all tax liability associated with payments received from Clients through Surely, and that Surely will not withhold any taxes from payments to Security Operatives unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Security Operatives are not covered by or eligible for any insurance from Surely; (c) determining and fulfilling obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges. In the event of an audit of Surely, Users agree to promptly cooperate with Surely and provide copies of tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Users are engaging in business and contracts through Surely.
11. COMMUNICATION THROUGH THE SITE AND DETAIL SHARING
For Users subject to this Section 11, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Surely as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Surely; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site. For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation to, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Zoom, Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media. You acknowledge and agree that a violation of this Section 11 is a material breach of the Terms of Service and your Account may be permanently suspended or you could be denied a future Account creation for such violations.
12. CONFIDENTIAL INFORMATION
To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. Either User will not, during the period of this Agreement without the prior written approval of the party, use for their own benefit or for the benefit of any other person, firm, company or organization, or directly or indirectly disclose to any person any Confidential Information which has come to their knowledge during or in connection with the Agreement. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to
13. REFERRAL PROGRAMME
The Surely Referral Program is a program that allows Users to receive certain benefits (“Referral Reward”) if they refer a non-Surely user (“Referred User”) to Surely and they then make a qualifying purchase on the site (“Successful Referral”). Users perform this referral by submitting the email address of the Referred User on a special referral form or by sharing a special referral link found through Surely (“Referral Invitation”). Surely reserves the right at any time to modify or discontinue the Referral Program either temporarily or permanently with or without notice. Surely will not be liable to you in the event of any modification, suspension or discontinuance of the Referral Program. Nonfraudulent accrued Referral Rewards are not affected by suspension or discontinuance of the Referral Program. Surely reserves the right to not grant or to remove any previously granted Referral Reward from your User account should any of the Surely terms and conditions not be met. Surely reserves the right to suspend the User account or remove Referral Reward should abusive or fraudulent activity regarding the Referral Program be suspected at the discretion of Surely.
14. OPTING OUT
You may opt out of the obligations in Section 6 with respect to each relationship created through Surely, only if the Client or Security Operative pays Surely a Conversion Fee which is determined by Surely and 5AT for each Relationship. You understand and agree that if Surely determines that you have violated Section 6, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of Surely’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. You agree that the Conversion Fee is 13.5% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly rate charged by the Security Operative on any Contract with the Client, if any; or (b) if there is no hourly rate on Contract, the hourly rate in the Operative’s profile when the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to the Marketplace Fee. The Conversion Fee is not refundable.
15. RECORDS OF COMPLIANCE
You are solely responsible for creation, storage, and backup of your business records. You agree that Surely has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.
15. WARRANTY DISCLAIMER
Surely and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Surely and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
16. LIMITATIONS OF LIABILITY
Surely is not liable, and you agree not to hold us responsible, for any damages or losses arising out of, or in connection with the Site and the Terms of Service, including, but not limited to: (i) your use or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service. Additionally, in no event will Surely, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Surely, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) £2,500 or (b) any fees retained by Surely with respect to service contracts on which User was involved as Client or Security Operative during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Surely has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
17. RELEASE
In recognition of the fact that Surely is not a party to any contract between Users, you hereby release 5AT Limited, Surely, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Security Services provided to Client by a Security Operative and requests for refunds based upon disputes. This release will not apply to a claim that Surely failed to meet our obligations under the Terms of Service.
18. INDEMNIFICATION
If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below. You will indemnify, defend, and hold harmless 5AT Limited, Surely, our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your authorized persons’ use of the Services, including any payment obligations or default incurred through use of the Services; (b) any Work Product or User Content related to your use of the Site Services; (c) any Service Contract entered into by you or your authorized person; (d) your or your authorized persons’ failure to comply with the Terms of Service; (e) you or your authorized persons’ failure to comply with applicable law; (f) negligence, wilful misconduct, or fraud by you or authorized person; and (g) you or your authorized persons’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 18, your authorized persons include any person who has apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
19. AGREEMENT TERMINATION
Unless both you and Surely expressly agree otherwise in writing, neither of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to [email protected] . In the event that you properly terminate this Agreement, your right to use the Site Services is automatically revoked, and your Account will be closed. You agree that Surely is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Service Contract entered into between Users. If you attempt to terminate this Agreement while having one or more open Service Contracts, you agree that (a) you thereby instruct Surely to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Service Contracts have closed on the Site and your access to the Site has been terminated; (c) Surely might decide to continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Surely for any Services or such other amounts owed under the Terms of Service and to any User for any Service. Without limiting Surely’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Surely’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Surely decides to temporarily or permanently close your account, Surely has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Surely will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.
20. ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Surely expressly disclaims liability. Surely may retain some or all of your Account information as permitted or required by law and the Privacy Policy.
21. SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Surely from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.
22. GENERAL
Additional terms of the agreement between you and Surely, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.
23. ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.
24. MODIFICATIONS; WAIVER
Subject to the conditions set forth herein, Surely may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Surely will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by Surely, Surely will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Surely unless they are agreed in a written instrument signed by a duly authorized representative of Surely or posted on the Site by Surely. Email will not constitute a written instrument as contemplated by this Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
25. ASSIGNABILITY
These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Surely: Belle House, 1 Hudsons Place, Unit 2, Platform 1, Victoria Mainline Station, London, SW1V 1JT or via email to[email protected]that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. No other assignments are valid without Surely’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
26. SEVERABILITY; INTERPRETATION
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
27. FORCE MAJEURE
The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labour disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
28. PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United Kingdom.
29. CONSENT TO USE ELECTRONIC RECORDS
Surely and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Surely and its Affiliates rather than in paper form.
30. GOVERNING LAW
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).
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