General
The website www.ruul.io (the "Website") is an official website of Ruul OÜ, a company duly established and existing under the laws of the Republic of Estonia at the address of Veskiposti tn 2 Tallinn 10138 Tallinn Estonia ("Ruul").
Trade Registry Number: 14272541
VAT ID: EE102009640
The Website is enabled by Ruul as a platform where individual professionals (the “Freelancer(s)”) use the Website to provide professional services (as described below) through the Website and where customers (the “Customer(s)”) use the Website to receive such services. In this respect, Ruul functions as a digital service reseller for provision of these services to customers.
The services include Web, Mobile & App Development, Design & Creative, Sales and Marketing, IT & Network, Consultancy, Engineering & Architect, Data Science & Analytics, Copywriting, Translation & Localization, Administrative Help services (“Service(s)”).
The use of the Website is governed by this terms of use (the “Terms of Use”). The Website can be used by Freelancers and Customers who sign up and register themselves as a member to the Website (the “Member(s)”). The Customers who use the Website without signing up and registration shall be considered as a Member for the purposes of this Terms of Use.
Any Freelancer or Customer, who signs up and registers himself or herself as a Member to the Website, or Customer, who uses the Website without signing up and registration, agree and acknowledge that this Terms of Use shall be applicable for any use of the Website and he or she has read, understood and accepted to be legally bound with the content of this Terms of Use.
By using the Website, the Member agrees to this Terms of Use. If the Member does not agree, he or she shall not use this Website.
Purpose and Subject
This Terms of Use intends to define the terms of use for the Website and the rights and obligations of the Members and Ruul during, and with respect to the use of the Website.
A Member accepts and declares that he or she shall take into consideration all information provided by Ruul for the use and membership in the Website and he or she shall act in line with any notices and warnings upon his or her acceptance of this Terms of Use.
Agreements
If a Member is a Freelancer, then such Member hereby acknowledges that a separate freelancer agreement will be executed with Ruul. If a Member is a Customer, then such Member acknowledges that a separate customer agreement will be executed with Ruul.
This Terms of Use is entirely independent of the freelancer agreement executed with the Freelancer and customer agreement executed with the Customer, and only covers the use of the Website as well as terms and obligations applicable to the Website membership. In case of a discrepancy or a conflict between this Terms of Use and the freelancer agreement or the customer agreement, then the freelancer agreement or the customer agreement, as the case may be, shall prevail.
Ownership of the Website
This Terms of Use applies to the Website and all associated sites linked to the Website and Ruul’s subsidiaries and affiliates. The Website is the property of Ruul. The Website, and each of its components, is the copyrighted property of Ruul and may not be used without Ruul’s prior written consent. None of the content or data found on the Website may be reproduced, republished, distributed, sold, transferred, or modified without the express written permission of Ruul.
All information available on the Website including content of a graphic nature, are the property of Ruul, unless such content is marked or generally acknowledged to be the property of a third party. No Member may copy, duplicate, print or circulate the information of the Website without Ruul’s prior written consent. If such information is allowed for use, this has to be stated explicitly on the third-party website.
Rights and Obligations
The Members accept, declare and undertake that when they make use of the Website during their membership term and perform any operations in connection with the Website and the Services, they shall act in line with the terms and conditions hereof and all rules defined elsewhere in the Website and the entire applicable legislation, and that they have read and approved all terms and rules agreed herein.
All necessary information fields should be completed to be a member of the Website. Neither any right nor any claim defined herein and designated for Services offered on the Website may not be used by minors. Therefore, in case the Member is an individual, he or she accepts that upon his or her approval of this Terms of Use, he or she is older than 18 years old.
In case the Member is a legal entity, the Member agrees and undertakes that upon the approval of this Terms of Use, it has been duly organized and existing in its jurisdiction; that it has all authorities and powers to enter into this Terms of Use; and that its representative who accepts this Terms of Use has been duly authorized to accept it.
Ruul may accept or reject the membership application following its evaluation without the need to explain. Ruul shall not be under any obligation due to any misrepresentation by the Member.
Members agree and undertake that under circumstances where Ruul is obliged to make a disclosure to governmental authorities pursuant to the applicable mandatory legislation, it shall be authorized to disclose confidential, private and business data of Members to governmental authorities upon a duly made request by them and therefore Members shall be in no event entitled to assert any claim or indemnity against Ruul under any name whatsoever.
User Account
When signing up and creating an account with Ruul, the Member represents and warrants that the information provided by the Member is accurate and complete. The e-mail address provided by the Member during the registration shall be taken as the basis and used in all correspondence in respect of the membership.
The Member, accepts and undertakes that he or she shall only share personal data belonging to him or her and he or she shall not unlawfully save, publish, distribute or use personal data belonging to other people.
Before signing up and creating an account, the Member is informed about the collection and use of his or her personal data and his or her explicit consent is obtained in cases where it is deemed to be necessary within the applicable data protection law. For further information on how we use your personal data, please see our Privacy Policy.
In case the Member is a legal entity, such Member shall register and sign up to the Website with current company e-mail address which is under its company domain name.
In case of a change to any information provided by the Member at the time of registration, Member shall be obliged to notify this change to Ruul without any delay.
The Members shall be solely responsible for the activity that occurs under their accounts. The Members shall exercise caution when accessing their accounts from a public or shared computer so that others are not able to view or record their passwords or other personal information. The Members shall notify Ruul immediately of any unauthorized access to their accounts or use of their usernames or passwords or any other breach of security. Even if a Member notifies Ruul, the Member shall still be totally responsible for all activities that occur under its account, and the transaction that is executed by using such Member’s user name and password shall be deemed to have been personally executed by the Member. Ruul shall in no event be directly or indirectly liable for any present or future losses that Members or third parties may sustain on account of the Member’s failure or negligence in ensuring the security of system access tools, their safekeeping, denial of access to third parties or their use.
Acceptable Use Policy
This use policy has been established by Ruul for the purpose of creating and preserving a safe environment on the Website and is subject to any update by Ruul from time to time.
In case of any attempt or exercise of the following or similar behaviors, Ruul shall have the right to suspend, deactivate, block, terminate or delete the access and account of the Member without a notice and refund or compensation;
The Member shall be responsible for any fees and damages resulting from civil or criminal litigation arising from a violation of this Terms of Use caused by their use of the Website. Ruul is hereby authorized to, at any time and from time to time, without any notice to the Member and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and at any time owing by Ruul to or for the credit or the account of the Member against any and all obligations of the Member either now or hereafter existing under the Terms of use and the freelancer agreement or customer agreement executed with the respective Member, irrespective of whether or not Ruul shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured.
Cookies
The Member hereby acknowledges that Ruul may use cookies, web beacons, local shared objects and similar technology in connection with the Member’s use of the Website (the “Cookies”). Cookies may have unique identifiers, and reside, among other places, on the Member’s computer, in e-mails Ruul sends to the Member, and on Ruul’s web pages. Cookies may transmit information about the Member and its use of the Website, such as your browser type, search preferences, data relating to advertisements that have been displayed to the Member or that the Member has clicked on, and the date and time of the Member’s use. The Member can change his or her cookie preferences on the Website and disable some (but not all such as cookies essential for operation of the Website) Cookies in its device or browser settings but doing so may affect the Member’s ability to use the Website. For further information on how we use cookies, please see our Cookie Policy.
Intellectual Property
Ruul is the sole proprietor of all intellectual property rights pertaining to the Website and any content therein. Nothing contained on the Website should be construed as granting any license or right to use any of the intellectual property rights without the written permission of Ruul.
Accordingly, the Member agrees and represents that he or she shall not commit any reverse engineering or attempt to find or acquire the source code of the Website nor shall he or she violate the security of any computer network or crack security encryption codes; he or she shall not send SPAM mails or load malicious software; that otherwise he or she shall be liable for all losses that Ruul and third parties may sustain.
Other Programs and Campaigns
The Website may, from time to time, include links to external or internal sites, which may include links to special offers, programs and campaigns such as referral program, campaign deals, partnership programs. If a Member is interested in, or invited to participate in such offers, programs or campaigns, then the Member is requested to visit relevant parts of the Website on such offers, programs and campaigns. In such a case, further communication will be held with such Member.
Disclaimer
Ruul does not promise the Website or any content, service or feature of the Website is error-free or uninterrupted or that any defects will be corrected, or that the Member’s use of the Website will provide any specific results. The Website and its content are delivered on an “as-is” and “as-available” basis. All information provided on the Website is subject to change without notice. Ruul does not ensure that any files or other data the Member downloads from the Website is free of viruses or contamination or destructive features.
Ruul disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. Ruul disclaims any all liability for the acts, omissions and conduct of any third parties in connection with or related to Member’s use of Website. The Member shall undertake total responsibility for his or her use of the Website. Member’s sole remedy against Ruul for dissatisfaction with the Website or any contents is to stop using the Website or any such content. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
Ruul does not assume any liability for damages or losses resulting from visiting the Website, including the use of information made available on the Website. Ruul is also not liable for the content of hyperlinks to websites of third parties.
Limitation of Liability
Except where prohibited by law, in no event shall Ruul be liable to the Member for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Ruul has been advised of the possibility of such damages.
There may be interruptions on the Website due to technical malfunctions such as any fault, negligence, deletion, corruption, and delay in communication or a failure of communication network or Internet or infrastructural failures irrespective of whether it is attributable to the Website. Ruul may not be held liable for any problems that the Member endures during interruptions for access to site and communication due to them.
If the personal data of the Member is accessed by unauthorized persons due to the Member’s fault (such as the Member’s sharing of his or her information with other people, not leaving the Website without logging out etc.), the Member accepts and undertakes that Ruul shall not be liable and he or she shall be responsible for any damages which may be incurred by Ruul in this regard.
If, notwithstanding the other provisions of this Terms of Use, Ruul is found to be liable to you for any damage or loss which arises out of or is in any way connected with Member’s use of the Website or any content, Ruul’s liability shall in no event exceed EUR 100 (one hundred Euros).
Indemnity
The Member hereby agrees to indemnify and hold Ruul, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Ruul by any third party due to or arising out of or in connection with Member’s use of the Website.
Modifications
Ruul reserves the right to do any of the following, at any time, without notice; (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Ruul shall have the right to modify the nature, content and availability of the Service(s) offered over the Website. The Member agrees and undertakes that he or she may not assert any claim or compensation from Ruul under any name whatsoever on account of his or her present or future direct or indirect losses because of such changes or cancellations.
Ruul may remove any content that is against the Website’s operation, general rules and general ethical rules and that is in no event acceptable to Ruul at any time and in any manner at its sole discretion and may terminate the membership of the Member who posts that content without any further notice.
Ruul may at all times amend the Terms of Use without the need for any further notice. The new revision of this Terms of Use upon such amendments will take effect immediately. Members shall be obliged to constantly keep track of the Website and Website updates. Notwithstanding the foregoing, if a Member continues to use the Website following the changes to it, he or she shall, in any event, be deemed to have accepted the new version of this Terms of Use.
Term and Termination
The Member agrees that he or she understands that accepting the Terms of Use and providing or receiving any Service as per the freelancer agreement, or customer agreement, respectively, are two separate engagements that are independent of each other. Therefore, even if provision of the Service terminates, the Member shall remain bound with this Terms of Use until requirements hereof are met and fulfilled.
This Term of Use shall remain in force as long as the Member maintains his or her membership at the Website and shall continue to be effective and operative between the Member and Ruul. Where the membership is suspended for an indefinite time or the Member puts an end to his or her membership at his or her discretion, this Terms of Use shall be deemed to have been terminated.
Ruul reserves the right at any time and from time to time, to disable or terminate Member’s account, any username, password, or other identifier, in its sole discretion for any or no reason, including any violation of any provision of this Terms of Use.
Ruul may suspend or terminate the Member’s account or access to the Website, or any portion of the Website at any time if in its sole discretion in case Ruul determines that the Member has violated the Terms of Use or upon occurrence of any of the following;
Upon any such termination, all the provisions of this Terms of Use shall continue to survive except for any provisions that grant access to the Member to the Website.
The Member agrees that Ruul shall have no liability for any termination or suspension of Member’s access to the Website or Member’s account, or deletion of information contained within such account.
Governing Law and Dispute Resolution
This Terms of Use is governed by, and shall be construed and enforced in accordance with, the laws of Republic of Estonia, without giving effect to any conflict of laws rules. Any legal suit, action or proceeding arising out of or relating to this Terms of Use shall be instituted in a court of competent jurisdiction located in the Harju County of the Republic of Estonia. The Member and Ruul irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Member hereby waives any objection based on forum non convenient and waives any objection to venue of any action instituted hereunder. Except as may be required by law or to enforce an order or award, the Member or any of his or her representatives may disclose the existence, content, or results of any negotiation or litigation proceeding without the prior written consent of Ruul.
Sprinque B.V. is the technology partner that enables Ruul to offer you access to the Early Pay payment option. If you are approved by Ruul to use the Early Pay payment option, that payment option will be available to you in the checkout. If you select to use the Early Pay payment option in the checkout, you agree the following with Sprinque B.V. and Sprinque Finance B.V., who are for this purpose represented by Ruul, whether or not your request is approved by Sprinque B.V.:
Neither Sprinque B.V. nor Sprinque Finance B.V. has a contractual relationship with you, save as set out below.
Sprinque B.V. and Sprinque Finance B.V. are not responsible for any goods and/or services purchased by you from Ruul and are not liable for any damage you may incur under, pursuant to or in connection with such purchase.
If your request to use the Early Pay payment option is approved by Sprinque B.V., you are hereby notified in advance that Ruul has in advance assigned its receivable for payment of the associated invoice amount and if applicable fee (together with all ancillary rights pertaining thereto) to Sprinque B.V., who has in turn in advance assigned such receivable(s) (and ancillary rights) to Sprinque Finance B.V. As a result of such assignments, you can only discharge your payment obligations under such receivable(s) (and ancillary rights) in accordance with the payment instructions provided by or on behalf of Sprinque Finance B.V.
Sprinque Finance B.V. or a servicer on its behalf will send you reminders according to the agreed interval in order for your payments to be made in time. If you fail to pay any amount due to under or in respect of the assigned receivable(s) and ancillary rights, Sprinque Finance B.V. may at its discretion send further reminders and/or transfer the assigned receivable(s) and ancillary rights to a debt collection agency or any other third party.
