Terms of Service for Users of Ovvio – whether as Givers or Seekers

We are Ovvio Ltd, trading as Ovvio ("Ovvio", “we” or “us” and that includes any of our group companies from time to time, who we act as trustee for in respect of the Terms). The following Terms of Service and any documents referred to below (all such terms and documents together referred to as the "Terms") govern the legal relationship between you and Ovvio in relation to your use of our web application (accessible at the URL www.ovvio.co) (the “Web App”) and our mobile app, the Ovvio App currently accessible from Apple iOS and Google Android (the "Mobile App") (the Web App and Mobile App together being the “App” and all as further defined below) and any updates to those. Please note that the relevant Platform’s terms and conditions also apply to your use of the App (the “Platform Terms”). Platform is defined below. If there is any conflict between these Terms and the Platform Terms, these Terms shall prevail.

Our App connects users to allow them to share information with each other on a broad range of subject matters and to allow them to monetise their time spent providing such information where they wish to do so. Please see the Terms below which confirm that we do not provide an information service nor any services related to the subject matter of discussions between our users and we do not pay any user for providing information sharing services. Instead, we only provide a platform for users to find each other for information sharing purposes and provide access to third party payment facilities to enable users to monetise their information sharing as they wish. We therefore do not guarantee nor confirm the accuracy whatsoever of any information of any topic shared between users of our App. Further details of the role of our App and the limitations of the services we provide are set out below in these Terms.

While our App should have no unsuitable content for children (in accordance with our Acceptable Use Policy), our App is not targeted at children under 18 years old. Please do not download it or register a profile if you are under 18 years old.

Our App is for individuals to connect with other individuals on a consumer to consumer basis and to allow consumers to monetise their time spent where appropriate. Our App is not a work finding platform and  it must not be used by you for the purposes of your chosen profession or your business and must not be used by  incorporated businesses or other organisations.

1. Acceptance of these Terms

   1. By clicking on the “Register” button, you are deemed to have read and accepted these Terms prior to using either the Mobile App or the Web App as a registered user.
   2. By clicking on the “Register” button and downloading the Mobile App you represent and warrant to us that: (i) your access and use of the Mobile App will be in accordance with these Terms and with all applicable laws, rules and regulations of the United Kingdom and any other relevant jurisdictions; (ii) you are not located in a country that is subject to a US Government embargo or has been designated by the US Government as a ‘terrorist supporting’ country; (iii) you are not listed on any US Government list of prohibited or restricted parties; (iv) the information you provide to us is true and accurate and you will update such information when necessary; and (v) you are legally entitled to own the device you are using to access and use the Mobile App and you legally own or control your account.
   3. You acknowledge and agree that these Terms apply from the date on which you click “Register” and that the other relevant documents mentioned at clause 4 below apply from the date you first downloaded the Mobile App. Further you acknowledge and agree that the Terms apply to your use of our Web App and/or the Mobile App and that the Terms form a legally binding contract between you and Ovvio and as stated below, bind you in a legal relationship with other users when you engage with them for information sharing whether as a Giver or Seeker (these terms are defined below).
   4. If you disagree with these Terms you must not click “Register”.
   5. In order to use the Services (defined below) you must register as a user and accept these Terms.
   6. We reserve the right to decline or cancel your registration as a user of our App at any time for any reason.

2. Definitions

App: Ovvio’s software platform and application, which can be accessed from both the URL (www.ovvio.co) (the “Web App”) and also Apple iOS and Google Android (the “Mobile App”), for the purposes described above and consisting of the domain name www.ovvio.co (and all other domain names from which the Web App can be accessed); the Features; the content offered from and generated by the App (including all text, information, data, software, executable code, images, audio or video material in whatever medium or form); the App’s look and feel, graphic user interface and functionality; and, the software (including the algorithm) (in object code and source code format) that powers both the Web App and the Mobile App and that is used to provide the content on it (including any error corrections, updates, upgrades, modifications and enhancements to it made by us).

Features: the App features that enable you use the App for the purposes described above. Such features include calling, messaging and chat applications and third party payment facilities made available through our App and any others we may put in place from time to time. We reserve our right to amend, withdraw and add to our Features from time to time at our discretion.

Intellectual Property: rights to inventions; copyright and related rights; trade marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off; unfair competition rights; rights in designs; all rights whatsoever in computer programs, firmware, ‘apps’ and other computer software and data; database rights; and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and to 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.

Platform: any mobile app purchasing platform from which you download the Mobile App including Apple iOS and Google Android.

3. Interpretation

   1. The headings in these Terms are inserted for convenience only and shall not affect their construction.
   2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

4. Other relevant documents

   1. The terms set out in our Privacy Policy, Cookie Policy, Acceptable Use Policy, General Website Terms and Conditions and any Platform’s terms all relate to our legal relationship with you and between you and other users, although our policies are usually non-contractual. You must comply with our policies as a user of our App.
   2. However, if any of the provisions of those policies and/or terms conflict with any provisions of these Terms, the terms herein shall prevail.

5. Services and what we need from you

   1. We provide a platform for consumer to consumer users to find each other for information sharing purposes and provide access to third party payment facilities to enable users to monetise their information sharing as they wish. Our App is not a working finding app and it must not be used by you for the purposes of your chosen profession or your business. We also provide any other services described in our App from time to time. All such services are known as the “Services”. To confirm, we do not guarantee nor confirm the accuracy whatsoever of any information of any topic shared between users of our App and we do not hold ourselves out as a service which provides information or any form of advice. Any legal relationship which exists in respect of the information shared between our users remains between our users and they can feel free to exchange further terms between themselves as they like where those do not conflict with the terms of use of our App (such as your obligation at clause 9 below not to move conversations with other users off our platform whilst you remain users to avoid paying our commission and which is prohibited under these Terms).
   2. You acknowledge and agree that the Terms apply to your use of our App and that the Terms form a legally binding contract between you and Ovvio and that your use of our App creates legal relations between you and other users who you engage with through our Web App for information sharing and the main example being where you agree to pay for information sharing you are legally bound to pay both the other user for their service provided and Ovvio for our commission.
   3. In order to use the Services, you may be required to provide information which is set out more fully in the App. We reserve the right to request and you shall provide further relevant and lawful information in order to improve or amend any part of the performance of the Services as we see fit and/or so that we can satisfy any relevant legal obligations.
   4. You must ensure that any information you provide to us is complete and accurate and you will keep us updated on any changes to such information.
   5. You may use any of the Features in accordance with the Terms. Should any of the Features on the App include our use of a “push notification” you will receive a notification in the App to provide your consent. You are free to decline your consent and if you give consent and change your mind later, you should be able to disable such application at any time using the relevant privacy settings on your device.
   6. You will provide to us any other information that we require to satisfy our obligations under any applicable laws and regulations including, without limitation, those in respect of record keeping and reporting of income you make through our App where we are required by law to report such matters.
   7. Where you seek information from other users (so where you act as a “Seeker”): you must provide clear instructions about the information you are seeking and you must not request any such information about illegal matters. You must also comply with our separate Acceptable Use Policy when engaging with other users. You hold Ovvio harmless in respect of all information you receive from other users.
   8. Where you provide information to other users (so where you act as a “Giver”): you must make it clear to the other users that you are providing information only on an informal basis and not as professional advice or services (which is prohibited under these Terms) and you must explain to the Seeker that they should seek independent expert guidance or advice off platform as needed in respect of the information which you provide. You must not provide any advice to users and particularly, but without limitation, you must not provide legal, tax or financial or any other regulated advice. You must also comply with our separate Acceptable Use Policy when engaging with other users. You accept full responsibility for all information you provide to other users and you hold Ovvio harmless in respect of all information you provide to other users.

6. Licence to use the App and Intellectual Property

   1. Our Intellectual Property:

      1. “Ovvio” (word) and all other names, logos, icons and marks identifying us, the App and its services are our trade marks. We own (or have a licence to use) all Intellectual Property subsisting in the App. By using the App under licence you do not acquire any Intellectual Property in our App and all right, title and interest to all such intellectual property remains with us or our licensor(s)(as the case may be).
      2. We both acknowledge and agree that in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s Intellectual Property we, not the Platform owner, are solely responsible for the investigation, defence, settlement and discharge of any such claim.

   2. Licence: Provided that you have a valid account with us in respect of your access to and use of the App and/or in respect of the Platform from which you downloaded the Mobile App and in consideration of your agreement to be bound by these Terms, we grant you a single non-exclusive, non-transferable, revocable licence to use the App for your personal and/or internal business use on the devices which relate to the Platform under your account, and as permitted by any applicable usage rules set forth by the Platform. You may not distribute, rent, lease, lend, sell, transfer or sublicense the App, nor copy (except as expressly permitted by any applicable Platform usage rules), decompile, reverse-engineer, dissembled, attempt to derive the source code of, modify or create derivative works of the App except to the extent as may be permitted by the licensing terms of any open sourced components included in the App and to the extent that the foregoing restrictions are not prohibited by applicable law. You hereby grant to us a non-exclusive, non-transferable, revocable licence to use your name, logo, icon, marks and any media (photographs or video or similar) identifying you and any other media you provide to us on our App for the proper provision of the Services.

7. Confidentiality

   1. You agree and we agree that during and after the termination of these Terms, each will not, without appropriate consent, use or disclose to any other person any information of the other which is identified as confidential or which is confidential by nature. Further, you agree not to disclose and to keep strictly private and confidential any information shared with you by another user of the Ovvio App where they are seeking information from you. Please note that these Terms impose a legal relationship between you and other users where you engage with each other for information sharing and other users may have a direct cause of action against you under these Terms for a breach of this clause 7.
   2. You hereby provide consent to us to disclose, publicise, market or otherwise make use of for valid business reasons the fact that you use our services. We can also use relevant information about your relationship with us for valid business, administration and investment reasons and we hereby grant to you consent to use such information for your own valid business purposes. Further, we can publicise on our App or elsewhere on an ongoing basis any testimonials or similar which you choose to provide to us.

8. Data Protection

Our relevant privacy notice, which can be found here, sets out how we will use your personal data. As you must not use our App for the purposes of your business or chosen occupation, you should not have data protection obligations as a separate data controller. However, it is your responsibility to ascertain your own data protection position in that regard and seek relevant independent advice as appropriate.

9. Price

   1. We do not charge Givers. We will inform you if that will change. The Seeker pays a commission to our group (at present to our subsidiary based in the USA (Ovvio, Inc., and which we, Ovvio Ltd, act as an agent and trustee of in respect of these terms and its right to payment hereunder) in addition to the fee the Seeker agrees to pay the Giver. Our clear payment terms and instructions for using payment facilities integrated on our App, including how you can charge for your information sharing, are set out on our App and which may change from time to time at our discretion as business and legal needs may require that – your continued use of the App will be deemed acceptance of our payment terms in force from time to time. Our App will make clear if any VAT is chargeable in addition to our commission. Any amount charged by a Giver will be deemed to include any VAT or similar tax in any non-UK jurisdiction and which the Seeker must account to the relevant tax authority in respect of, as applicable.
   2. We have provided a third payment facility on the App for payment from Seekers to Givers. This includes by credit card via third party payment providers such as Stripe which allows the Seeker to pay us and the Giver separately in the same transaction, or such other payment methods as we may notify users of from time to time.
   3. You acknowledge that we merely provide a platform and that we are not a payment provider or a ‘merchant’ for payment. Instead, payment services are provided by a payment provider integrated into the App. We are not party to any agreement between you and the payment provider and are not liable for any claim or liability in relation to payment provision services. You may be bound by the payment provider’s terms which may be different to these Terms. Payment providers may decide whether you are suitable to use their services and we are not liable for such decisions. If the Payment Services Provider refuses to provide you with an account for their facility, we reserve the right to cancel your use of our Web App as a Giver because the Seeker will not be able to make payment to you or us.
   4. Whether as a Giver or Seeker you must not move conversations with other users off our platform whilst you remain users to avoid paying our commission. This is prohibited under our Terms and the Giver and Seeker who are in breach of this condition of use will have joint and several liability in respect of all commission monies owed to us. Where we are owed commission monies which have not been paid through our App, we will charge late payment interest at the rate of 4% above the prevailing Bank of England base rate per annum on any monies paid to Givers off platform in breach of these Terms. That interest accrues on a daily basis from the date of such payments to the Givers.

10. Liability and Disclaimer and Your Rights

    1. We are not responsible for certain losses in connection with you using our App or Services, such as losses which are:

       1. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
       2. Caused by a delaying event outside our control. As long as we contact you as soon as possible to let you know and do what we can to reduce the delay.
       3. Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
       4. A business loss. It relates to your use of a product for the purposes of your trade, business, craft or profession (as you use our App as a consumer).

    2. Disclaimers: we do not provide nor hold ourselves out as providing any information sharing, guidance or advice on any topic whatsoever through our App or Services and any content on our App, websites or Services which we post is not and is not intended to provide information sharing, guidance or advice services to you on any topic whatsoever. Further, other users are not supposed to be providing professional services or professional advice through our App and so you should seek expert assistance and advice off platform on any topic you discuss with other users where you deem that necessary.

       Although we make reasonable efforts to update the information provided by the App and the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

    3. If you think there is something wrong with the App in respect of how it is functioning you must contact our Customer Service Team at [email protected]. Your legal rights are summarised below where you are a consumer protected by UK law (you are unlikely to be a consumer where you engage through our App as a sole trader for business purposes). These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk. Remember too that you have several options for resolving disputes with us.

       Summary of your key legal rights where you are a consumer protected by UK law According to the Consumer Rights Act 2015 digital content must be as described, fit for purpose and of satisfactory quality:

       • If your digital content is faulty, you're entitled to a repair or a replacement.
       • If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back, if any is paid.
       • If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation.

       If your product is services, the Consumer Rights Act 2015 says:

       • You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
       • If a price hasn't been agreed upfront, what you're asked to pay must be reasonable.
       • If a time hasn't been agreed upfront, it must be carried out within a reasonable time.

       If you are not satisfied with information provided to you by a Giver or you have any concerns about your interaction with other users for whatever reason, please raise your concerns with our Customer Service Team at [email protected]. We have no power to require that a Giver repay a Seeker but we will endeavour to help as appropriate. You hereby agree that we are not, except to the extent required by law, liable for anything which occurs between you and another user and you will not hold us liable whether you are satisfied or not with the outcome of any investigation we may carry out on your concerns raised.

11. Termination

    Either of us can terminate your registration of our Web App and the Mobile App for any reason and without notice. We may also with for any reason and without notice;

    1. remove any content you publish on the App;

    2. verify your information by requesting certain documents and refuse your requests to use the App if we believe there is reason to do so;

    3. take any steps to terminate or suspend your use of the App if we believe you have failed to comply with any of the provisions of these Terms; and

    4. if we decide to terminate, suspend or refuse to allow your use of the App, share or publish your name and email address and notify third parties (including the Platform owner).

       Thereafter, any continued use of our Web App and/or the Mobile App as an unregistered user will continue to be subject to terms set out in the relevant documents referred to at clause 4 above. For the avoidance of doubt, any terms stated to survive the termination of these Terms and/or any indemnities given in the Terms will continue in full force and effect post termination of these Terms.

12. General App provisions and Operating Requirements

    1. This app requires a smartphone running iOS version 13.0 or later, or Android version 12 or later.
    2. We are giving you personally the right to use the App and the Services as set out above. You may not transfer the App or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.
    3. If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.
    4. The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
    5. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.
    6. The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services (as described on the app store site and in the Documentation) meet your requirements.

13. General legal provisions

    1. We reserve the right to amend, replace or add to the Terms at our sole discretion as we see fit and to satisfy any relevant legal obligations. Please check these Terms from time to time to take notice of any changes we made, as they are binding on you.
    2. You acknowledge that in entering into the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.
    3. We may defer the date for performance of the Services, or terminate these Terms, if we are prevented from, or delayed in, carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.
    4. Any failure by us (or any other user of the App whom you engage with) to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently nor shall it prejudice our (or their) right to take action in respect of the same or any later breach.
    5. Save for other users having the right to enforce terms related to payment or information sharing due to them hereunder from you, no provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 with the exception where applicable of Apple and Apple’s subsidiaries in relation to your use of the Mobile App on Apple iOS.
    6. If any of the provisions of the Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.
    7. These Terms shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts. Your use of the App may also be subject to other local, state, national or international laws.
    8. Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.
    9. Complaints and Disputes: Please contact us immediately using contact details below if you: (a) have any questions, complaints, claims or concerns about content which appears in the App or in relation to us generally; or (b) believe that any act or omission by us or one of our other users of the App is in breach of applicable law. We will then consider your concerns and decide whether to take action and whether or not any other user has in our opinion, breached any of these Terms. We will endeavour to inform you of the outcome of any review within a reasonable time of receiving your complaint. We both acknowledge that we, not the Platform owner will be solely responsible, are responsible for addressing your or any third party’s claim relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation relating to the App itself (but not in respect of the information shared with you by other users). Where relevant, you can also take matters to court to enforce your rights or request that we engage in alternative dispute resolution and which request we will consider acting reasonably. Where you consider you have a legal cause of action in respect of the information shared with you by another user of our App, you must raise that matter directly with that other user and their legal representative.
    10. Our contact details: Ovvio Ltd is a private limited company incorporated in England with company number 13227086 with its registered office at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ. You can contact us by email at [email protected].