Terms of Service

Last updated Feb 2020

Please read the terms of service carefully before using withpropel.com (the "Site") and the related services, features, content or applications offered by Propel, LDA ("we", "us" or "our"). The conditions below set forth the legally binding terms of service for the use of the site and its services. By registering for and/or using the services in any manner, including but not limited to visiting or browsing the Site, you agree to the terms of service and all other operating rules, policies [including the Propel Privacy Policy] and procedures that may be published from time to time on the Site by us.

Definition

Propel is a Product created by Propel, LDA, a company incorporated in Portugal as a limited liability company (the "Company").
"Talent" or “Contractors” refers to people or companies curated by the Company to perform Jobs on Propel, as further described below.
"Client" refers to people or companies that sign up to Propel to outsource Jobs and Projects or hire talent. For Full Time Engagements the Client can also be referred to as the “Employer”.
A "Project" is defined to be a set piece of work, at a set price, with a set delivery time. Both the price to be paid by the Client to Propel and the delivery time are stated in the applicable project posting form and projects board provided by Propel on its site.
A "Job" is defined to be a piece of work, at a set price, with specific skill requirements. Both the price to be paid by the Client to Propel and the delivery time are stated in the applicable Job posting form provided by Propel.
The price to be paid to the Contractor (which is different from the price charged to Clients) for jobs and projects is set by the Propel Online Pricing System and may vary from moment to moment depending on the percentage of commission set by Propel and made known to the Contractor before the acceptance of each job and project from a client.
"Deliverables" refers to work performed by the contractor as part of an Order, such as (but not limited to): designs, software code, word copy and intangible information such as expert advice etc.
The ”Project Manager” is the individual representative of the Company that oversees the Talent’ work delivery on Enterprise projects (such as web and mobile apps).
“Project Milestones” refers to benchmarks used in project management to mark specific points along a project timeline. These points may signal anchors such as a project start, intermediates and end date, or a need for external review or input and budget checks. On our platform payment to Talent usually follows the completion of a particular milestone.{" "}
“Projects” are complex endeavours that require the Service of more than one Talent to complete. Such jobs will usually have an assigned Project Manager and a minimum of two Talent for its execution.
“Jobs” also known as “Full Time Engagements” refers to employment of tech talent by Clients to be fully integrated into their workforce, though remotely.
All Project deliverables must be sent through the Propel platform. Propel is not liable for any deliverables not handed in through the communication stream provided for exchanges between the client and the Talent.
All deliverables for Full Time Engagements could be sent through any agreed medium as specified by the Client or generally through the platform.

A. Talent

1.0 General Provisions

Once a Job or Project is posted, the applicable price and time of engagement will not change for that job, unless otherwise stated by Propel and made known to both Client and Talent.
As soon as a Client approves a Talent to work in response to the project post, and pays Propel for the Project, the Project is transferred to the communication stream for exchange of information, deliverables and overall management between the client and Talent. Once the Talent acknowledges and accepts the terms of service of that specific Project generated by Propel ("Project Contract"), he/she is also given access to the communication stream and the delivery time for that project begins counting down. It is only upon fulfillment of this process that a Project is considered active.
Delivery of the Project may be limited to the Delivery time set on the Job offer at the time of posting.
A Project is complete only when a Client accepts the applicable Project's Deliverables, and approves the release of payment to the Talent.
Payments to a Talent may be released either on completion of a Project, or approved selected Project Milestones, whichever the Client considers to be convenient.
All rights of ownership or use of the Deliverables are only transferred to the Client when the Project or Job is complete, in accordance with the terms of the applicable Project or Job, if any.

2.0 Scope

Propel allows the Talents to participate in the Service. Propel provides all services in connection with the Service for Talent solely based on these Terms of Service (hereinafter referred to as "Terms of Service").
Propel objects to the validity of any general terms and conditions of Talent. General terms and conditions of Talent become an integral part of the agreement between the Talent and Propel, only if Propel explicitly consents to them in writing.
Propel can utilize the services of independent third parties for the Service ( "Third Party Service" ) such as app stores and social networks. Third party services are not provided by Propel. Propel or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. Propel shall not be responsible for third party services. Third party services are potentially subject to their providers' general terms and conditions.

3.0 Talent Eligible to Participate

Propel offers the Service only to Talent looking for Placement or projects.
With his/her account registration or participation in the Service, Talent represents that he/she is of legal age and of legal capacity.

4.0 Talent Screening, Vetting and Onboarding Process

The participation in the Service requires that the Talent enters a binding agreement with Propel as defined below in Clause 3.4 and the setup of a Talent account ( "Account" ).
Talent must submit an application to participate in the Service on the Propel website.
Talent must accurately complete the application (and provide Propel with future updates) and not use any aliases or other means to mask its true identity or contact information.
By filling in the application, Talent submits a binding offer to enter into an agreement with Propel according to the terms and conditions of these Terms of Service ( "Agreement" ).
After Propel reviews Talent’s application, Propel will notify him/her of its acceptance or rejection to the Service, generally within three (3) business days of receipt of the application. Propel may request additional information. Propel is under no obligation to accept applications.
Propel is entitled but not obliged to verify the accuracy of the Talent information. This may be done by Propel requesting documents to prove the identity such as a personal ID card. Propel is entitled to make the creation of an account subject to such verification.
The Talent is obliged to attend interview session(s) on request of the talent team on any mentioned communication software at any time within the assessment process. The Talent is hereby only authorized to reschedule their technical interview session once.

5.0 Talent Code of Conduct

The Propel talent network aims to bridge the gap between tech talent and global opportunities in a peculiar way.

At Propel the privacy and security of our customers, developers and visitors are of uppermost importance. Propel is committed to protecting the data you share with us. This code of conduct establishes minimum expectations for behavior for Propel Community participants. Adopting, and enforcing, a code of conduct can help create a positive social atmosphere for our community.

Click to go through the detailed Propel Code of Conduct.

6.0 Propel responsibility to Talent

Propel provides the Service to connect Talent to Companies. The Service works as follows: Talent sign-up to the Service and make their CV or data and other information as specified in the Terms of Service or the Talent Terms of Service available. Propel connects the talent with clients for projects and or full-time hires. During projects the Talent are obliged to report directly to the Project Manager only.
Propel undertakes reasonable efforts to match Talent and Companies, however, Propel does under no circumstances represent, assume a warranty or guarantee or undertake in any other way that Talent or Clients will find a match through Hirefrerehands and/or the Service.
Propel Project Managers are directly responsible for planning, organizing, monitoring and controlling project teams. As such for every project he serves as a direct representative of the platform in ensuring every project is a success.

7.0 Talent Obligations

Talent shall submit the information about him/or herself as requested in the compulsory and voluntary fields of the sign-up form.
Propel may add compulsory or voluntary fields from time to time. The Talent shall not transmit any personal data of third parties (i.e. data allowing identification of an individual) to Propel, unless data protection laws allow for such transmission or Talent has obtained consent from the concerned parties. Propel may also request additional information from Talent on a case by case basis.
Unless otherwise provided in these Terms of Service, Propel will usually communicate with the Talent via email. The Talent shall make sure that it receives all emails sent by Propel to the address submitted in the course of the application, or at a later date.
The Talent shall inform Propel in writing within 5 business days if a Company gets in contact with the Talent outside of the provided Service while its profile is visible to Companies on the platform.
The Talent shall keep all access data (login, passwords etc.) for the Service ( "Access Data" ) strictly confidential. The Talent shall promptly inform Propel in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
In case Propel has reason to believe that an unauthorized third party is in possession of Access Data, Propel may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. Propel will promptly inform the Talent and will, upon request, communicate the new Access Data to the Talent without undue delay. Talent cannot claim to have its initial Access Data restored.
In case a third party uses Access Data, with the Talent at fault, the Talent’s Access Data, the Talent is liable for all such actions, and for damages. In such an event, all access through the Talent’s Access Data shall be considered as an access by the Talent.
Propel is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent.

8.0 Matching and Payment

The use of Propel is free of costs for Talent.
Placement shall mean any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company.
Contracts for Projects and Full Time roles are issued via email and or through the workstream on the Propel platform. All received contracts should be carefully reviewed before signed within a maximum period of 2 days. All issues, questions and concerns with respect to terms and clauses should be communicated to help@withpropel.com.
Talent share an employee relationship with clients for Full Time roles and as such are bound by the employment terms and conditions of the employer except otherwise communicated by Propel. For projects Talent work on a contractor basis and as such are fully bound by the terms and conditions amidst other regulations of Propel.
Payments to Talent for projects are made in trenches called milestones while for Full Time roles they are made periodically as specified in the employment contract. Payments are only made after the client has reviewed work done for projects and has approved.

9.0 Quality of Delivery & Technical Deficiencies

It is in the nature of the Service that it is continuously advanced and updated. By changing and advancing the Service, Propel intends to provide Talent a useful Service and pleasant Talent experience. Therefore, Propel grants the Talent access to the Service in its available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Talent has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Talent’s claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, Propel reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Talent consents these continuous changes of the Service.
Excluded from warranty are generally such errors, which occur through external influences such as operating errors by the Talent, force majeure or any modifications, not carried out by Propel or any other manipulations.
Propel does not assume any guarantees in a legal meaning as long as not expressly provided for in these Terms of Service.

10.0 Intellectual Property / Indemnification

Propel or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The content is protected by national and international law and particularly by copyright. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of Propel are prosecuted under both civil and criminal law.
All rights not expressly granted in these Terms of Service are reserved by Propel. Propel will retain all rights, title, and interests in and to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Talent acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for Propel under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by Propel.
Talent warrants, that he/she has the right (i) to submit the information to the Service and (ii) can grant Propel the right to use the information as described above.
Talent hereby agrees to indemnify, defend and hold harmless Propel and their its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Talent herein, (ii) any misuse by Talent.

11.0 Confidentiality

Except as otherwise provided in these Terms of Service or with the consent of Propel, the Talent agrees that all information, including, without limitation, business information, information from the company profile e.g. salary information and information about tech stack concerning Propel or any of Propel’s other customers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Talent for any purpose other than Talent’s participation in the Service ( "Confidential Information" ).
Talent shall especially not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party any Confidential Information of the other party. Any exception to this must be obtained in advance.
The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other party’s Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this Section by the receiving party or is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.

12.0 Term / Termination

The Agreement shall commence on the date of Propel approval of Talent application and shall continue thereafter until terminated as provided herein.
Each party has the right to terminate the agreement by giving an advance notice of five business days unless otherwise agreed in writing.
The parties remain free to terminate the Agreement for cause at any time.
Every termination must be in written form, whereby the written form is maintained by email. Upon request, the reasons for extraordinary termination must be disclosed immediately in writing if the termination notice did not specify them already. Any standard termination notice does not require specification of the termination reasons.

13.0 Data Protection

Propel processes and utilises the Talent's data collected during the performance of the Agreement and within the framework of the These Terms of Service, specifically to the extent necessary to fulfil the agreement properly, in accordance with all applicable European and Portuguese data protection provisions. The privacy policy of Propel shall apply (retrievable under the full Propel Privacy Policy{" "} )
The Talent understands that the performance of the Agreement includes the making available of personal data to Companies Propel cooperates with to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
The Talent understands that Propel may contact him/her Talent via phone, email or messaging service and suggest Companies which fit the Talent’s profile.

14.0 Changes to the Terms of Service

Each login to the Service is subject to these Terms of Service.
Propel may make changes to these Terms of Service (including amendments) at any given time, for the future, if this should prove necessary (in particular to reflect changes in the Service or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Talent is not disadvantaged contrary to good faith.
The Talent will be notified of changes to the Terms of Service in appropriate form. Propel will notify the Talent on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.
The Talent may dispute changes to the Agreement within a time period of six weeks following receipt of the notification of the changes and the possibility of taking notice thereof. It is recommended that Talent submits its opposition in writing (for example via email).
The changes to the Terms of Service become binding in the event that the Talent (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Service after the above mentioned period.
Propel will inform the Talent about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Talent about the changes to the Terms of Service.
If the Talent disputes the changes in time, each party may terminate the Agreement with one month’s prior notice. Until termination, the Agreement in their former version will govern the Talent’s relationship with Propel.

15.0 Governing Law / Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Portugal.

B. Client

1.0 General Provisions

Once a Job or Project is posted, the applicable price and time of engagement will not change for that job, unless otherwise stated by Propel and made known to both Client and Talent.
As soon as a Client approves a Talent to work in response to the project post, and pays Propel for the Project, the Project is transferred to the communication stream for exchange of information, deliverables and overall management between the client and Talent. Once the Client makes payment, acknowledges and accepts the terms of service of that specific Project generated by Propel ("Project Contract"), he/she is also given access to the talent/team and the project duration begins counting down. It is only upon fulfillment of this process that a Project is considered active.
Delivery of the Project may be limited to the Delivery time set on the Project at the time of posting except otherwise changed by the Client with the knowledge of the Project Manager or vice-versa.
A Project is complete only when a Client accepts the applicable Project's Deliverables, and approves the release of payment to the Talent.
The Client is at liberty to choose whether payment would be released to a Talent either on completion of a Project, or approved selected Milestones.
All rights of ownership or use of the Deliverables are only transferred to the Client when the Project or Job is complete, in accordance with the terms of the applicable Project or Job, if any.

2.0 Scope

Propel provides all services in connection with the Service for Companies solely based on these Terms of Service (hereinafter referred to as "Company Terms of Service" or “Terms of Service”).
Propel objects to the validity of any general terms and conditions of Companies. General terms and conditions of Companies become an integral part of the agreement between the Company and Propel only if Propel explicitly consents to them in writing.
Propel can utilize the services of independent third parties for the Service ( "Third Party Service" ). Third party services are not provided by Propel. Any issues in connection with third party services are not affected by these Terms of Service. Propel shall not be responsible for third party services. Third party services are potentially subject to their providers' general terms and conditions.

3.0 Limits of use /prohibited conduct

Propel provides the Service solely for use in accordance with these Terms of Service.

The Company is prohibited from transferring his/her Account to third parties without the prior written consent of Propel.
The Company is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functions of the Service. The Company may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of Propel. In particular, the Company is not permitted to block, overwrite or modify the contents generated by Propel unless Propel has permitted it specifically in writing.
The Company will refrain from anything that could endanger the performance and availability of the Service.
By using the Service, the Company will not violate any applicable legal provisions such as the criminal code or third party rights and the Company assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
which are, false, inaccurate or misleading;
which can damage the reputation of Propel;
suitable to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person's own image and other personal rights or third party rights.
The Company is not permitted to disseminate commercial advertising for third party products or programs, to send unsolicited mass mails and unsolicited advertising in the Service. The Company will honor the privacy of third parties. In addition, the Company is not permitted to disseminate in the Service unauthorized any third party work that is protected by copyrights or other rights.

4.0 Propel responsibilities

Propel provides the Service to connect Talent to Companies. The Service works as follows: Talent sign-up to the Service and make their CV or data and other information as specified in the Terms of Service or the Talent Terms of Service available. Propel connects the talent with clients for projects and or full-time hires. During projects the Talent are obliged to report directly to the Project Manager only.
Propel Project Managers are directly responsible for planning, organizing, monitoring and controlling project teams. As such for every project he serves as a direct representative of the platform in ensuring every project is a success.
Propel undertakes reasonable efforts to match Talent and Companies, however, Propel does under no circumstances represent, assume a warranty or guarantee or undertake in any other way that Talent or Clients will find a match through Hirefrerehands and/or the Service.
Propel may from time to time, but is under no obligation to, suggest a specific Talent to a Company or vice versa. The Talent is then also seen as introduced. This can be done via email, messaging service or phone.

5.0 Obligations of Company

Company shall submit the information about the Company as requested in the compulsory and voluntary fields of the sign-up form or as requested via email by Propel.
Propel may add compulsory or voluntary fields from time to time. Propel may also request additional information from the Company on a case by case basis. The Company shall not transmit any personal data (i.e. data allowing identification of an individual) to Propel, unless data protection laws allow for such transmission or the Company has obtained consent from the concerned parties.
Unless otherwise provided in these Terms of Service, Propel will usually communicate with the Company via the workstream chat.
The Company shall keep all access data (login, passwords etc.) for the Service ( “Access Data” ) strictly confidential. The Company shall promptly inform Propel in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
In case Propel has reason to believe that an unauthorized third party is in possession of Access Data, Propel may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. Propel will promptly inform the Company and will, upon request, communicate the new Access Data to the Company without undue delay. The Company cannot claim to have its initial Access Data restored.
In case a third party uses Access Data, with the Company at fault, the Company’s Access Data, the Company is liable for all such actions, and for damages. In such an event, all access through the Company’s Access Data shall be considered as an access by the Company.
During the term of the Agreement, the Company will not induce, or assist in the inducement of, any employee of Propel or any of its affiliates to leave their employment with Propel or any of its affiliates.
Propel is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent unless otherwise agreed in writing.
Propel is relying on the information provided by Talent. Company has the obligation to satisfy itself, that the Talent is suitable for the intended job and fits Company's requirements.

6.0 Placement and Payment

Billing. We use a third-party payment processor (the "Payment Processor") to bill Clients and pay Talent through payment accounts linked to your applicable Account on the Services (your "Bank Account" ). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors or delays by the Payment Processor. By approving a bid and hiring a Talent, you agree to pay us, through the Payment Processor, all charges at the prices stated for the applicable Job or Project in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen debit or credit card (your "Payment Method"). When approving A Talent for your posted Job, you agree to make payment using an applicable Payment Method, which is allowed by the Payment Processor. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BANK ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BANK ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BANK, BVN, BANK ACCOUNT NUMBER ETC.), AND YOU MUST PROMPTLY NOTIFY US IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE UNDER THE 'SETTINGS' SECTION OF THE SITE.

Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that we are authorized to charge your Payment Method for Jobs when you approve Talent and choose to activate the Job or Projects.

7.0 Non Circumvention

Company explicitly agrees to withhold completely from entering a relation with or from approaching Talent either directly or through third parties, especially recruiters with regard to the Placement of introduced Talent.
Any direct or indirect business relations between Company and Talent or recruiters with regard to the above named services and respective Talent have to either involve Propel as intermediary or require Propel’s prior written consent.
Company is personally responsible to follow this commitment and must not use any means to circumvent its obligation.
Breach of this clause will result in a contractual penalty to be determined by Propel exercise of its reasonable discretion, subject to review by an independent court in Propel residential country and should not be less than five times the financial loss caused through this unauthorized action with a minimum fee of 20,000 EUR.
An obligation to reimburse damages will thereby not be excluded.
In case Company can prove having entered into a business relationship with recruiters or Talent in regards to the respective Talent before the Introduction of the Talent through the Service, this Section shall not be enforced.

8.0 Quality of the Service / Technical Deficiencies

It is in the nature of the Service that it is continuously advanced and updated. By changing and advancing the Service, Propel intends to provide Companies a useful Service and pleasant Company experience. Therefore, Propel grants the Company access to the Service in its available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Company has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Company's claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, Propel reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Company consents these continuous changes of the Service.
Excluded from warranty are generally such errors, which occur through external influences such as operating errors by the Company, force majeure or any modifications, not carried out by Propel or any other manipulations.
Propel does not assume any guarantees in a legal meaning as long as not expressly provided for in these Terms of Service.

9.0 Limitation of Liability / Availability

Propel shall be liable under the terms of this Agreement only in accordance with the provisions set out in provisions below I- IV. Except in case of intent or gross negligence, any liability of Propel shall be disclaimed. The same applies in case of slight negligence by agents or assistants in performance.
Propel shall be unrestrictedly liable for losses caused intentionally or with gross negligence by Propel, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.
Propel shall be unrestrictedly liable for death, personal injury or damage to health caused by the intent or negligence of Propel, its legal representatives or assistants in performance.
If Propel provides a warranty it shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Propel at the time the warranty was given.
Propel shall be liable for losses caused by the negligent (including simple negligence) or intentional breach of its primary obligations by Propel, its legal representatives or assistants in performance.
Primary obligations are such basic duties, which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Company may rely.
If Propel breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Propel at the time the respective service was performed.
Subject to Clause 9.1 only and other than in case of intent Propel does not accept any liability under or in relation to the Agreement or its subject matter whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason for any indirect damage and consequential damage, in particular, not for loss of profit, interruption in business and/or interruption of operations of Company or its customers, unless explicitly specified otherwise in these Terms of Service.
Propel undertakes to assure an availability of the Service of 99% (ninety nine percent) as a yearly average. Periods during which the Service is not available because of technical or other problems outside Propel control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. Propel may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Company’s rights in case of intent or gross negligence remain unaffected.