- The definitions and rules of interpretation in this clause apply in these Conditions.
Application: a request by a Contributor to the Project Creator to join a Project.
Authorised Contributor: shall have the meaning set out in clause 3.3.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are
open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or
the legal power to direct or cause the direction of the general management of the company, and
controlled and the expression
change of control shall be construed accordingly.
Chat: an online messaging facility for Contributors, Project Creators and Engineers available from Mission
Completion Notes: detailed notes on the Contribution provided by the Contributor on completion of a Task.
Conditions: these terms and conditions, as amended from time to time in accordance with clause 17.
Contribution: any creative services, to include but not limited to, software development and design services,
supplied by you on any Project (including Projects created by you) posted on the Site.
Contribution Points: points awarded to each Contributor for completing Tasks within a Project. The number
of Contribution Points awarded for completing an individual Task shall be a pre-defined number, notified to the Contributor by the creator of the Task (either a Project Creator or Authorised Contributor) before the Task is undertaken.
Contributor Data: data inputted by you or Crowdsourcer.io on your behalf for the purpose of using the Services
or facilitating the Contributor's use of the Services.
Customers: purchasers of Products.
Discover: the search facility available on the Site where you may search current Projects.
Engineer: a representative of Crowdsourcer.io available to provide you with support over Chat in the event
that a problem arises within a Project or Task.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence: the licence granted in clause 9.
Mission Control: a page of the Site displaying an overview of the Project, your Positions and outstanding
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Nucleus: the webpage available at
https://crowdsourcer.io/nucleus/ which sets out certain information regarding us and the Site.
Payroll Feature: the payment facility on our Site which allows Project Creators and/or Authorised Contributors to distribute earnings made outside of the Site to themselves and other Contributors in a Project.
Platform for Sale: the sales platform on which Products are posted for purchase.
Position: the area of creative development in which you agree to contribute to the Project based on your
Price: the price paid by the Customer to us and distributed to you for a Product.
Product: deliverables completed by Projects, released for sale following submission by the Project Creator (or an Authorised Contributor) and approved by us.
Project: a creative project, to include but not limited to software development and/or design projects approved
by us and posted on the Site to which you agree to supply Contribution to.
Project Creator: the individual who created the Project and who has overall control of and general oversight
of the Project and the Tasks. A Project Creator is also considered a Contributor, supplying Contribution to a Project.
Project End Date: the date on which the final Task within the Project is completed.
Project Page: a page on the Site which details the Project, the Position and the Task.
Project Start Date: the date on which we approve the Project and make the Project available on the Site.
Project Term: the duration of the Project starting on the Project Start Date Project to the date the final
Task is completed.
Privacy and Data Protection Requirements (PDPR): the Data Protection Act 1998 (the DPA), the Data Protection
Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended) and General Data Protection Regulation
(GDPR) and all applicable laws and regulations relating to the processing of the personal data and privacy, including
where applicable the guidance and codes of practice issued by the Information Commissioner or any other national
data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction.
Tasks: individual tasks outlined by the Project Creator and/or Authorised Contributor to which you supply
the Contribution in order to complete the Task. Completion of a Task generates Contribution Points.
Task Specification: the detailed breakdown of what each Task shall involve as described to you at the beginning
of each Project.
Term: the date upon which you accept these Conditions until the time when these Conditions are terminated.
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however
incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this
- A reference to a statute or statutory provision shall include all subordinate legislation made as at the date
of this agreement under that statute or statutory provision.
- A reference to writing or written includes e-mail but not fax.
- References to clauses are to the clauses of these Conditions.
- You warrant that you are capable and entitled to enter into these Conditions and that entering into these Conditions
is separate to any other agreement you have entered into in relation to your Contribution.
- You acknowledge that you have read and understood the guidance set out on the Nucleus and/or our Site.
- We may change these Conditions at any time by notifying you that there has been a change. A link to the new terms
may be displayed when you access the Site and you should read and accept them before continuing to participate
in any Project. If you do not accept the notified changes and amended conditions you will not be permitted to
continue to provide Contribution to any Project on our Site.
- In the event that any conflict arises between these Conditions, the Nucleus, information on the Site and our Privacy
Policy, the terms of these Conditions shall prevail.
- Project Creators will add Projects on the Site. Each Project shall be allocated a Project Page.
- The Project Creator (or an Authorised Contributor) shall post vacant Positions on the Project Page relating to their
- Following the appointment of one or more Contributors to a Project, Contributors may get elevated to the position
of Authorised Contributor based on their contributions. The Authorised Contributor shall be granted certain responsibilities
in relation to the general management and oversight of the Project at the Project Creator's discretion
and shall be obliged to perform these responsibilities.
- If you are not a member of a Project, you may apply to join a Project by applying to a vacant Position. The Project Creator (or an Authorised Contributor) shall have sole discretion as to whether or not your application to join the Project is accepted. Alternatively,
the Project Creator (or an Authorised Contributor) may request that you join the Project. You will only secure
a Position within the Project if you accept this request.
- The Project Creator (or an Authorised Contributor) shall create Tasks within the Project. Tasks can be accepted
only by Contributors holding a Position within the Project. You may accept Tasks in accordance with the procedure
set out in the Nucleus and/or as set out on the Site.
- The number of Tasks in a Project which you may accept at any one time may be limited, subject to the Project Creator's
(or an Authorised Contributor's) discretion.
- The Project Creator (or an Authorised Contributor) shall allocate Contribution Points to Tasks. The Project Creator
(or an Authorised Contributor) has sole discretion as to the number of Contribution Points allocated to a Task.
If you complete a Task you will be awarded the Contribution Points allocated to that Task only once your Contribution
passes a review.
- You can review the number of Contribution Points you have been awarded within a Project in the Mission Control.
- The Project Creator and Authorised Contributors have to approve your Contribution. You will be notified if your Contribution
is approved after the review of you Contribution has been completed. You acknowledge that approved Contributions
only can be used. If your Contribution is not approved by the Project Creator and Authorised Contributors you
will not generate any Contribution Points or subsequent remunerations for your Contribution.
- You shall:
- carry out all Tasks with reasonable diligence and despatch, and with reasonable skill and expertise, to provide
the Contribution to meet the Task Specification;
- act reasonably in deciding that the Task Specification has been met;
- without affecting its other obligations under these Conditions, comply with all applicable laws and regulations
with respect to its activities under these Conditions;
- provide Contribution in accordance with the terms of any third party under the licence terms and ensure the
Contributions can be used and sold commercially;
- provide all Contribution under the terms of these Conditions and pursuant with the instructions set out in
the Nucleus and/or the Site;
- in supplying Contribution, comply with our and/or the Project Manager's reasonable instructions;
- mark each Task as complete on completion of the Task, as directed in the Nucleus and/or the Site, and provide
us with Completion Notes; and
- where a completed Task is rejected from review, make reasonable endeavours to correct errors and resubmit
the Task for review.
- You are permitted to sell Products outside of the Site but only in accordance with the prior written agreement of
the Project Creator if that is not you. You acknowledge that the Project Creator has overall control over as to how any Products
are sold outside of the Site.
- Where Products are sold externally from the Site in accordance with clause 4.2, you acknowledge that payments received for the Product, howsoever arising, must be distributed using the Payroll Feature.
- We shall:
- make the Site (including the Nucleus, Mission Control, Chat and Discover) available to you 24 hours a day seven
days a week, except for any required Site maintenance time as determined by us where the Site may be
down, in accordance with these Conditions;
- review proposed Projects submitted by Project Creators and, if we accept the Project, post details of the
Project on the Site;
- use reasonable endeavours to keep the Site up to date regarding the progress of each Project;
- ensure that the Site provides the facility for you to be awarded with Contribution Points in accordance with
your time spent on Tasks;
- review completed Projects promptly after receipt of notification from the Project Creator that a Project
- post Product on the Platform for Sale promptly after a completed Project has received approval by both the
Project Creator and us;
- make the Platform for Sale available to third parties; and
- distribute payments earned by Live Projects in accordance with clause 7.
- These Conditions shall not prevent us from entering into similar agreements with third parties, or from independently
developing, using, selling or licensing documentation, products and/or services which are similar to those provided
under these Conditions.
- We shall not have any responsibility under these Conditions to advertise or otherwise promote Products, the
Platform for Sale or the Site generally.
- Crowdsourcer.io warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance
of its obligations under this agreement.
- The Project Creator (and/or the Authorised Contributor) may amend a Task Specification at any time during the Project
Term provided the relevant Task has not been accepted by a Contributor. Once a Task has been accepted by a Contributor,
the Task Specification cannot be amended.
- The Project Creator (and/or the Authorised Contributor) may add Tasks to a Project at any time during the Project
Term. The Project Creator may only remove a Task(s) if the Task(s) in question has not yet been accepted by a
- Once the Project becomes a Product only a Project Creator and/or Authorised Contributor is permitted to make changes
to the Product only for the purpose of fixing faults.
- The Price shall be determined by the Project Creator (or Authorised Contributor). The Project Creator (or Authorised
Contributor) may amend the Price from time to time.
- All Contributors to a Project, including the Project Creator, are awarded Contribution Points in accordance with
clause 3.7 in respect of their Contribution. The number of Contribution Points you collect, in comparison to the total
number of Contribution Points awarded within the Project, shall be representative of the share of your time in
relation to the profit generated from the Price for the Product to which you are entitled.
- Any payments received in respect of Product from a Customer shall be distributed to you in accordance with clause 7.1 in arrears on a monthly basis. For the avoidance of doubt, we shall not make payment to you in any given
month in which sales of the Product are nil or in respect of which receipted funds have not been received.
- You shall not be entitled to payment in respect of your Contribution pursuant with this clause
7 unless and until the Project produces Products.
- All amounts stated or referred to in this agreement shall be payable to you in USD or any other current necessary
at our discretion and shall be made to you via the Site.
Intellectual Property Rights
- The Intellectual Property Rights in your Contribution and the Completion Notes shall on creation of the rights vest
in you. Each Contributor to a Project shall retain the Intellectual Property Rights in their own Contribution
and any Completion Notes.
- You acknowledge that you own all Intellectual Property Rights in relation to your Contribution.
- You agree that you shall not grant a licence to use all or part of your Contribution to any other party without the
prior written permission of all the Contributors to the Project to which that Contribution relates.
- Subject to these Conditions, you hereby grant us and the Project Creator (and/or the Authorised Contributor) the
non-exclusive right to use the Intellectual Property Rights in relation to your Contribution and/or Completion
Notes for the following purposes:
(together, Licensed Purposes).
- any activity relating to the Project for the purpose of creating Products;
- the provision of support, maintenance, development, disaster recovery, back-up and information processing
relating to the Project and/or Products;
- sub-licencing the Product to Customers in return for the Price.
- For the avoidance of doubt, entering into these Conditions does not assign ownership of your Intellectual Property Rights in relation to your Contribution.
Transfer or reproduction of Contribution
- We may make copies of your Contribution as are reasonably necessary for use in relation to the Licenced Purposes
and for the purposes of backup and security. We shall not make, or authorise the making of, any other copies
of the Contribution.
- You shall at all times own all copies of all or any part of the Contribution. You shall ensure that all proprietary
notices contained in the Contribution or the Product shall be maintained in such copies and shall display when
the software is run, in the same way as in the case of the Contribution as supplied to us.
- Except as permitted under clauses
10 we shall not sub-license, rent, lend, assign or transfer in any other way the Licence or the Contribution
to any person without your prior written consent.
Use and adaptation of
- We shall not:
- use the Contribution with other software;
- make adaptations or variations of the Contribution without your prior consent; or
- disassemble, decompile, reverse translate or in any other manner decode the Contribution except as permitted
- You shall defend, indemnify and hold harmless Crowdsourcer.io against claims, actions, proceedings, losses, damages,
expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in
connection with Crowdsourcer.io's or any third parties' use of the Contribution, provided that:
- you are given prompt notice of any such claim;
- we provide you with reasonable co-operation in the defence and settlement of such claim, at your expense;
- you are given sole authority to defend or settle the claim.
- You shall defend us, our officers, directors and employees against any claim that the Contribution infringes any
patent effective as of the Project Start Date, copyright, trade mark, database right or right of confidentiality,
and shall indemnify us for any amounts awarded against us in judgment or settlement of such claims, provided
- you are given prompt notice of any such claim;
- we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
- you are given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, you may procure the right for Crowdsourcer.io to continue using the Contribution,
replace or modify the Contribution so that it become non-infringing or, if such remedies are not reasonably available,
terminate this agreement on 2 Business Days' notice to us.
- In no event will you be liable to the Contributor to the extent that the alleged infringement is based on:
- a modification of the Contribution by anyone other than you; or
- our use of the Contribution or Completion Notes in a manner contrary to the Task Specification.
- The foregoing clauses state your sole and exclusive rights and remedies, and our (including Crowdsourcer.io's employees',
agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade
mark, database right or right of confidentiality.
Limitation of liability
- Except as expressly and specifically provided in this agreement:
- you assume sole responsibility for results obtained from the use of the Contribution by the Customers, and
for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions
in any information, instructions or scripts provided to Crowdsourcer.io by you in connection with the
Contribution, or any actions taken by Crowdsourcer.io at the Contributor's direction; and
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute
or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions.
- Nothing in these Conditions excludes the liability of Crowdsourcer.io:
- for death or personal injury caused by Crowdsourcer.io's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause
31.1 and clause
- Crowdsourcer.io shall not be liable whether in tort (including for negligence or breach of statutory duty),
contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion
of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss,
or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising
under these Conditions; and
- Crowdsourcer.io's total aggregate liability in contract (including in respect of the indemnity at clause
12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or contemplated performance of this agreement shall
be limited to £100.
Term and termination
- This agreement shall, unless otherwise terminated as provided in this clause
14, commence on the date on which these Conditions are accepted and shall continue for the Term, unless:
- either party notifies the other party of termination, in writing, at least 60 days before the end of the
Term, in which case this agreement shall terminate upon the expiry of the Term; or
- otherwise terminated in accordance with the provisions of these Conditions.
- Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate
effect by giving written notice to the other party if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains
in default not less than 14 days after being notified in writing to make such payment;
- the other party commits a material breach of any other term of this agreement which breach is irremediable
or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being
notified in writing to do so;
- the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably
justify the opinion that its conduct is inconsistent with it having the intention or ability to give
effect to the terms of this agreement;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as
they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court"
did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors
other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection
with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation
of that other party with one or more other companies or the solvent reconstruction of that other party;
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice
of intention to appoint an administrator is given or if an administrator is appointed, over the other
- the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint
or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed
over the assets of the other party;
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of
the other party's assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it
is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2
(d) to clause 14.2
(j) (inclusive); or
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part
of its business.
- On termination of this agreement for any reason:
- Crowdsourcer.io may continue to use your Contribution for any purpose it sees fit including, without limit, permitting
others to continue to use such Contribution in a Project.
- Crowdsourcer.io may destroy or otherwise dispose of any of the Contributor Data in its possession unless Crowdsourcer.io
receives, no later than ten days after the effective date of the termination of this agreement, a written
request for the delivery to the Contributor of the then most recent back-up of the Contributor Data.
Crowdsourcer.io shall use reasonable commercial endeavours to deliver the back-up to the Contributor
within 30 days of its receipt of such a written request, provided that the Contributor has, at that time,
paid all fees and charges outstanding at and resulting from termination (whether or not due at the date
of termination). The Contributor shall pay all reasonable expenses incurred by Crowdsourcer.io in returning
or disposing of Contributor Data; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination,
including the right to claim damages in respect of any breach of the agreement which existed at or before
the date of termination shall not be affected or prejudiced.
Crowdsourcer.io shall have no liability to the Contributor under this agreement if it is prevented from or delayed in
performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or
accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of Crowdsourcer.io or any other party), failure of a utility service or transport
or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law
or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm
or default of suppliers or sub-contractors, provided that the Contributor is notified of such an event and its expected
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the
provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute
a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition
to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be
deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
- If any provision or part-provision of this agreement is deemed deleted under clause
20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent
possible, achieves the intended commercial result of the original provision.
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
- Nothing in this clause shall limit or exclude any liability for fraud.
- The Contributor shall not, without the prior written consent of Crowdsourcer.io, assign, transfer, charge, sub-contract
or deal in any other manner with all or any of its rights or obligations under this agreement.
- Crowdsourcer.io may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights
or obligations under this agreement.
No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- A notice given to a party under or in connection with this Deed shall be in writing and sent to the party at the
address given in this Deed or as otherwise notified in writing to the other party.
- The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and
Deemed delivery date and time
Delivery by hand or courier.
On signature of a delivery receipt or at the time the notice is left at the address.
Pre-paid first class post or other next working day delivery service providing proof of postage.
Midday on the second Business Day after posting or at the time recorded by the delivery service
– whichever is earlier.
At the time of transmission if on a Business Day, otherwise at 10:00 on the next Business Day
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This agreement and any dispute or claim arising out of or in connection with it or its 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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).