Terms and Conditions of Use for the Security Guard Database

Last Updated: May 18, 2025

These terms and conditions (the “Terms of Service” or the “Terms”) constitute a legally binding agreement between the User (defined below) of the Platform (defined below) (“you” or “your”) and N-JEL Ltd. (together with its Affiliates (defined below), “the Company”, “we”, “us” or “our”) governing your use of N-JEL websites (including www.sgdatabase.com, www.securityguarddatabase.com) (together, the “Sites”), and related services, information and communications (collectively referred to herein as the “Platform”).

The Company may update these Terms periodically. It is your responsibility to review any revised Terms before continuing to use the website. By continuing to access the platform after changes have been made, you accept the revised Terms. These Terms, together with the Privacy Policy, and Community Guidelines (which are each incorporated by reference, and referred to collectively, herein as the “Agreement”), governs your access to and use of the Platform.

BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE).

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. The Platform.

A. Online Marketplace.

The Platform is an online web-based two-sided marketplace which enables connections between Customers and Guards. “Customer(s)” are individuals and/or businesses seeking to obtain short-term services (“Security Job(s)”), and “Guard(s)” are businesses seeking to perform Security Jobs for Customers. Customers and Guards are referred to herein together as “User(s)”.

Guards are independent business owners, providing services under their own name or business name (and not under the Company’s name), using their own tools and supplies. Guards choose the applicable rates for their work, without deduction by the Company. Guards may (a) maintain a clientele without any restrictions from the Company; (b) offer and provide their services elsewhere, including through competing platforms or security companies; and (c) accept or reject Customers. Guards are independent contractors of Customers, and Customers are therefore clients of Guards, not the Company.

Any reference to a Guard being licensed or credentialed in some manner, or being “verified”, “reliable”, “top”, “elite”, “great value”, “background checked”, “vetted” (or similar language) indicates only that the Guard has completed a relevant user account registration process or met certain criteria and does not, and shall not be deemed to, represent anything else. Any such description: (i) is intended to be useful information for Customers to evaluate when they make their own decisions about the identity and suitability of Guards whom they select or interact, or contract with via the Platform; and (ii) is not an endorsement, certification or guarantee by the Company of a Guard’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable.

Notwithstanding any feature or service of the Platform that a Customer may use to expedite Guard selection, the Customer is responsible for determining the Security Job and selecting or otherwise approving their Guard and should undertake their own research prior to booking any Security Job to be satisfied that a specific Guard has the right qualifications.

B. The Company’s Role

The Platform is not an employment agency service or business, and the Company is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of The Company.

Users hereby acknowledge and agree that (a) the Company does not (i) perform Security Jobs nor employ individuals to perform Security Jobs, (ii) supervise, scope, direct, control or monitor Guards’ work (including that the Company does not set Guards’ work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Guards, or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Security Jobs or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of a Service Agreement (as defined below) will not, under any circumstances, create any responsibility or liability for the Company, nor any employment or other relationship between the Company and the Users or between the Customer and the Guard. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, the Company (including that Guards may not modify all or any part of the Company fees (see Section 3 below).

The Company is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, disability insurance, applicable VAT, National Insurance, employer’s liability, employer training tax, or other applicable payroll withholdings in connection with a User’s use of the Platform, or personal income tax. The Guard assumes full and sole responsibility for all required and applicable income tax and social contributions such as National Insurance Contribution withholdings as to the Guard and all persons engaged by the Guard in the performance of the Security Job services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

C. Licence

Subject to your compliance with the terms of the Agreement, the Company grants you a limited, non-exclusive, non-transferable and revocable license to (a) access and use the Platform (in the locations and territories where the Platform has a presence), (b) access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform. Users may not copy, download, use, redesign, reconfigure, reverse engineer or retransmit the Platform or anything therefrom or thereon (in whole or in part) without the Company’s prior written consent. Any rights not granted by the Company are expressly reserved.

D. User Representations and Warranties

In your access to and use of the Platform, you represent and warrant that you:

will comply fully with the terms of the Agreement, including, without limitation, these Terms and the Acceptable Use Policy and other Supplemental Terms;
are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts;
have the right, authority and capacity to enter into the Agreement (including that you have the right and authority to act on behalf of, and bind to the Agreement, any company or organization on whose behalf you are entering into the Agreement);
will only request and/or perform (as applicable) Security Jobs in the United Kingdom;
will respect the privacy (including, without limitation, private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) any Security Job or any interaction by or with any User and/or the Company without obtaining the prior written consent of the Company and/or the relevant User, as applicable;
will act professionally and responsibly in your interactions with, and fulfill the commitments you make to, other Users (including by communicating clearly and promptly through the Communication Thread, and being present and/or available at the time you agree upon with other Users);
will only utilize the third-party PSP (as defined in the Fees, Payments and Cancellation Supplemental Terms) to make or receive payment for Security Jobs;
will use your legal name and/or legal business name (as per your government issued identification and registration documents) and an up-to-date photo on your profile;
will comply with all applicable local, state, provincial, national, or international laws in your use of the Platform;
will not use the Platform for the purchase or delivery of alcohol, or any other controlled or illegal substances or services; and
will ensure that all communications regarding Security Jobs (including, without limitation, scoping and payments and any questions relevant to Security Jobs), remain on the Platform, before, during and after the Security Job..

E. Additional Guard Representations and Warranties

If you are a Guard, you additionally represent and warrant that, in your access to and use of the Platform, you:

are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Platform;
are customarily engaged in an independently established business of the same nature as the services performed for Customers through the Platform, and maintain an independent clientele;
have the relevant right to work in the United Kingdom;
have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of Security Jobs (including, as applicable, a business license, business tax registration, and/or contractor’s license); have and will maintain all insurance required to operate your business and perform the Security Jobs;
will respond to invitations promptly; provide timely, high-quality services for your Customers as agreed in the Communication Thread (defined below); only offer and provide Security Jobs for which you have the necessary expertise to perform; and perform the Security Jobs as agreed upon with your Customer in a safe manner; and
will promptly disclose to the Company in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses) that arise during your use of the Platform.

2. Use of the Platform.

A. Registration

You must register and create an account to access and use the Platform, providing only correct and accurate information (such as, without limitation, your name, business name, mailing address, email address, and/or telephone number). You agree to immediately notify the Company (at admin [at] sgdatabase [dot] com) of any changes to your account information. If any such change relates to ownership of your telephone numbers, you may notify the Company by texting STOP to any text message sent to the retiring phone number. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or the Company’s termination of this Agreement with you. The Company may restrict anyone from completing registration if the Company determines such person may threaten the safety and integrity of the Platform, or if such restriction is necessary to address any other reasonable business concern.

B. Account Security.

You are fully and solely responsible for (a) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Platform; and (b) all activities that occur under your password or account, even if not authorized by you. The Company has no control over any User’s account. You agree to notify the Company immediately if you suspect any unauthorized party may be using your Platform password or account or any other breach of security.

C. Guard Onboarding

(i) Background Checks. To the extent permitted by applicable law, Guards may be subject to a review process before they can register on, and during their use of, the Platform, which may include, but is not limited to, identity verification and criminal background checks, using third party services as appropriate (“Background Check(s)”). If a Guard, to the extent permitted under applicable law, you agree to undergo such Background Checks. The Company cannot, and does not, assume any responsibility or liability for the accuracy or reliability of Background Check information, nor for any false or misleading statements made by Users of the Platform.

(ii) Professional Licensing. The Company does not independently verify that Guards have the necessary expertise, or have obtained any licences, permits, or registrations required, to perform their Security Jobs. It may be unlawful to perform certain types of Security Jobs without a license, permit and/or registration, and performing same may result in law enforcement action and/or penalties or fines. Guards are solely responsible for avoiding such prohibited Security Jobs. If you have questions about how national, state, provincial, territorial and/or local laws apply to your Security Jobs on the Platform, you should first seek appropriate legal guidance. Customers are solely responsible for determining if a Guard has the skills and qualifications necessary to perform the specific Security Job and confirming that the Guard has obtained all required licenses, permits, or registrations, if any. Customers may wish to consult their national, state, provincial, territorial and/or local law requirements to determine whether certain Security Jobs are required to be performed by a licensed or otherwise registered professional.

D. Service Agreement.

The Platform allows Users to offer and book Security Jobs. After identifying and selecting a Guard to perform a Security Job, the Customer and the Guard may communicate via email and/or text message chain that the Company will create between the Customer and the Guard (the “Communication Thread”) to understand the scope, schedule and other details of the Security Job (including, without limitation, any specific hazards, obstacles, or impediments in the Security Job location (whether visible or concealed) that may impact the performance of the Security Job). Once the Security Job is scheduled via the Company by the Guard, the Customer and Guard form a legally binding contract for the Security Job, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Customer and the Guard in the Communication Thread for the Security Job (the “Service Agreement”). The Customer and the Guard each agree to comply with the Service Agreement and the Agreement during the engagement, performance and completion of a Security Job. Guards are responsible for exercising their own business judgment in entering into Service Agreements and performing Security Jobs; and acknowledge that there is a chance for individual profit or loss. The Company is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for the Company.

E. Other Parties

(i) Guard Assistants. Where approved in advance by the Customer in the Communication Thread for the Security Job, Guards may engage assistants, helpers, subcontractors or other personnel (“Guard Assistant(s)”) to perform all or any part of a Security Job; provided that such Guard Assistants have registered through the Platform and meet all of the requirements applicable to the Guard as set out in the Agreement. The Guard assumes full and sole responsibility for the acts and omissions of all Guard Assistants used in its performance of Security Jobs and is fully responsible for: (a) the lawful payment of all compensation, benefits and expenses for its Guard Assistants, (b) all required and applicable tax withholdings as to such Guard Assistants, and (c) ensuring all Guard Assistants are registered Guards on the Platform.

(ii) Customer Agents. The Customer agrees that if they have authorized someone other than the Customer to book a Security Job on their behalf or to be present in their stead when the Security Job is performed, the Customer is appointing that person as their agent (“Customer Agent(s)”), and the Customer is deemed to have granted to the Customer Agent the authority to act as their agent in relation to the applicable Security Job. Customer Agents may direct or instruct the Guard’s performance of the Security Job, and the Guard may follow such direction as if the direction was given by the Customer. The Customer assumes full and sole responsibility for the acts and omissions of Customer Agents.

3. Fees, Billing, Invoicing, and Payment; Cancellation.

The terms relevant to fees (including Guard Payments and the Company’s fees), invoicing, payment (including for Security Jobs, and any other amounts owed by Users hereunder) and cancellation, are set out the Fees, Payments and Cancellation Supplemental Terms, which applies to your access to and use of the Platform. Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Security Job Payment and all the Company fees) are non-refundable.

4. Public Areas.

The Platform may contain profiles, email systems, reviews, ratings, security job postings, (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum.

You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. The Company will not be responsible for the actions of any Users with respect to any information or materials posted or disclosed in Public Areas.

5. Deactivation and Suspension.

In the event of an actual or suspected breach by you of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Platform), the Company may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach. The Company will provide you with written notice of its determination in accordance with, and as required by, applicable laws. If you wish to appeal any determination made by the Company pursuant to this Section, please contact us here within 14 days of receipt of such notice with the grounds for your appeal.

If the Company suspends or deactivates your account or limits your use of the Platform pursuant to this Section 5, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name or business name), even if you are acting on behalf of a third party.

6. Termination.

You may terminate the Agreement between you and the Company at any time by ceasing all use of the Platform and deactivating your account. The Company may terminate the Agreement between you and the Company at any time, and cease providing access to the Platform (pursuant to Section 5 above), if you breach any part of the Agreement or violate applicable laws.

Even after your right to use the Platform is suspended, terminated or limited, the Agreement will remain enforceable against you. The Company reserves the right to take appropriate legal action pursuant to the Agreement.

7. User Generated Content; Feedback.

A. User Generated Content.

“User Generated Content” is defined as any information, content and materials (including any videotape, film, recording, photograph, voice) you provide to the Company, its agents, Affiliates, and corporate partners, or other Users in connection with your registration for and use of the Platform (including, without limitation, the information and materials posted or transmitted for use in Public Areas).

User Generated Content is not the opinion of, and has not been verified or approved by, the Company. You acknowledge and agree that the Company: (a) is not involved in the creation or development of User Generated Content and does not control any User Generated Content; (b) is not responsible or liable for any User Generated Content (including any accuracy, or results obtained by the use, thereof or reliance thereon); (c) may, but has no obligation to, monitor or review User Generated Content; (d) reserves the right to limit or remove User Generated Content if it is not compliant with the terms of the Agreement; and (e) may, at its sole discretion, provide assistance to Users (including Security Guards) in recording or producing photography or video content for use on the Platform; however, such assistance shall not be interpreted as the Company exercising editorial control over the content, nor shall it create any liability, agency, partnership, employment or endorsement relationship between the Company and the User or any third party. Users remain solely responsible for the accuracy, legality, and appropriateness of any User Generated Content resulting from such assistance.

You are and remain solely responsible and liable for your User Generated Content. To the extent permitted by law, you hereby grant the Company, for the full duration of all rights that may exist in the User Generated Content (including any legal extensions thereof), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right and license to publish, reproduce, disseminate, transmit, distribute, modify, adapt, publish, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act on and/or otherwise use your User Generated Content, in any media, form or technology now known or later developed, including (without limitation) in connection with any advertising, marketing, and/or publicizing of the Platform, without any approval by, or compensation to, you. You acknowledge and agree that the foregoing license shall also extend to, and the Company and its Affiliates may use (in accordance with this Section), your name, username, image, silhouette and other reproductions of your physical likeness, voice, likeness, screenname(s) and/or any biographical, professional and/or other identifying information (collectively, “Likeness”) in, and in connection with, the your use of the Platform, including on websites, social media platforms and third-party digital platforms owned or controlled by us or our Affiliates.

You hereby represent and warrant to the Company that (i) have the lawful authority to grant the rights in your User Generated Content as set out herein, and that such rights do not negatively impact any third-party rights; and (ii) your User Generated Content will not: (1) be false, inaccurate, incomplete or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary or intellectual property right or rights of publicity or personality (to the extent recognized by law in the United Kingdom where the Security Job is performed); (4) violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (5) be defamatory, libelous, malicious, threatening, or harassing; (6) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (7) contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest in any way that you are employed or directly engaged by or affiliated with the Company or otherwise purport to act as a representative or agent of the Company; or (9) create liability for the Company or cause the Company to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

You hereby waive (x) any “moral rights” associated with the User Generated Content (to the extent allowable by law); and (y) all claims relevant to the User Generated Content and the Company’s use thereof and of your Likeness. You release the Company Parties (defined below) from, and shall hold such parties harmless from and against, any and all Liabilities (defined below), (including, without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter), based upon or relating to the Company’s use and exploitation of such User Generated Content and your Likeness as permitted herein.

The Company is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly. If you believe, in good faith, that any User Generated Content provided on or in connection with the Platform is objectionable or infringes any of its rights or the rights of others, you are encouraged to notify the Company at legal [at] sgdatabase [dot] com. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify the Company at legal [at] sgdatabase [dot] com.

B. Feedback

The Platform hosts User Generated Content relating to reviews and ratings of specific Guards (“Feedback”), which enables Users to post and read other Users’ expressions of their experiences. Feedback is the opinion of the User who has posted it. Feedback is not the opinion of, and has not been verified or approved by, the Company. The Company does not evaluate Users. The Company may, but is not obligated to, investigate, modify and/or remove any Feedback or other remarks posted by Users. You may request removal of a review that violates the Agreement or the Company Ratings and Reviews Guidelines by contacting us at legal [at] sgdatabase [dot] com.

8. Intellectual Property Rights.

The Platform, and all components thereof and content made available and/or displayed thereon (including the Marks (defined below), and all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, videos, typefaces, information, tools, designs, interfaces and other content (including the coordination, selection, arrangement, and enhancement of, and any and all intellectual property rights in and to, the foregoing (collectively “Proprietary Material”)), is owned by the Company, excluding User Generated Content and any third-party websites made available on or via the Platform. Proprietary Material is protected, in all forms, media and technologies now known or hereinafter developed, by domestic and international laws, including those governing copyright, patents, and other proprietary and intellectual property rights. Any use of the Proprietary Material other than as permitted in the Agreement is expressly prohibited.

The service marks, logos and trademarks of the Company (the “Marks”) are owned by the Company. The Marks are not available for use by Guards. You may not copy or use the Marks without obtaining the Company’s express prior written consent. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owner and may not be used without the prior written consent of such owner.

9. Links to Third-Party Websites.

The Platform may contain links (such as, without limitation, hyperlinks, external websites that are framed by the Platform, and advertisements displayed in connection therewith (including as may be featured in any banner or other advertising) to third-party websites), which are maintained by parties over which the Company exercises no control.

Such links are provided for reference and convenience only; and do not constitute the Company’s endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access and use such third-party websites at your own risk.

The Company has no obligation to monitor, review, limit or remove links to third-party websites, but reserves the right to do so, at its sole discretion. The Company (a) expressly disclaims any responsibility or liability for any such third-party links or websites (including your access to or use thereof, and any products or services advertised or offered thereby, and any claims arising therefrom); and (b) is not and will not be a party to any transaction between you and any third-party providers of products or services.

You expressly relieve the Company from any and all liability arising from your access to and/or use of any third-party websites.

10. Copyright Complaints and Copyright Agent.

If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to the Company: legal [at] sgdatabase [dot] com

A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is visible. Include enough information to allow the Company to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your name, address, telephone number, and e-mail address;
statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

11. Disclaimer of Warranties.

Use Of The Platform Is Entirely At Your Own Risk

THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.

WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS PARENTS, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH THE COMPANY, THE “COMPANY PARTIES”):

MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY SECURITY JOB OR SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE SECURITY JOBS OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY GUARD’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE);

DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND

DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY GUARD, AND THE COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Law of the United Kingdom may not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which may vary depending on the jurisdiction in the United Kingdom. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.

12. Limitation of Liability.

You acknowledge and agree that the Company is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties, as set out in this Section and elsewhere in the Agreement.

THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES OR THEIR CORPORATE PARTNERS BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE COMPANY PARTIES AND THEIR CORPORATE PARTNERS FROM THE FOREGOING.

Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded. Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY PARTIES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CUSTOMER, THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE A GUARD, THE TOTAL SECURITY JOB PAYMENTS PAID TO YOU BY CUSTOMERS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Notwithstanding the foregoing, regardless of any other provision in the Agreement excluding or limiting the Company’s liability, nothing in these Terms excludes or limits the Company’s warranties and liability for: (a) death or personal injury caused by the Company; or (b) the Company’s gross negligence or wilful misconduct.

13. Indemnification.

Users’ indemnification obligations are set out below in this Section. The Company reserves the right, in its own sole discretion, to assume the exclusive defence and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of the Company.

A. Customer Indemnification.

If you are a Customer, you shall indemnify, defend, and hold harmless the Company and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your breach or violation of the Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of any third-party links or websites that appear on the Platform; (v) any User Generated Content and/or Feedback submitted by you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Customer Agents.

B. Guard Indemnification.

If you are a Guard, you shall indemnify, defend, and hold harmless the Company and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your participation in Security Jobs, or your ability or inability to perform Security Jobs or to receive payment therefor; (iii) your breach or violation of the Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) any User Generated Content and/or Feedback submitted by or about you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Guard Assistants.

14. Dispute Resolution.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with the Company, Security Jobs, or the Agreement (including previous versions), (“Dispute”), you can try to find an amicable solution with the Company before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 24). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to the Company. The Company’s address for such notice is as set out here.

15. Changes to the Agreement and the Platform

A. Changes to the Agreement.

The Company reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement (including the Terms of Service, Privacy Policy, and Community Guidelines).

Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, on the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended.

Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance (in the manner set out in this Section) for your acceptance or rejection. If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, the previous Terms will apply to your current Security Jobs, but you will not be able to use the Platform or contract new Security Jobs and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.

To the extent permitted by law, the Company shall not be liable to you for any modification to all or any portion of the Agreement.

B. Changes to the Platform.

The Company reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to the Company. To the extent permitted by law, the Company shall not be liable to you for any updates, upgrades, modifications to or discontinuance of all or any portion of the Platform.

16. No Rights of Third Parties.

Except as expressly set out herein and/or is otherwise required by applicable laws, the Agreement is for the sole benefit of the Company and the User, and their permitted successors and assigns, and there are no other third-party beneficiaries under the Agreement. None of the terms of the Agreement are enforceable by any persons who are not a party to the Agreement; provided, however, that the Company may enforce any such provisions on behalf of its Affiliates. No terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Agreement, provided, however, that a Customer’s Agent may act in the name of and on behalf of their Customer.

17. Notices and Consent to Receive Notices Electronically.

Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications (collectively, “Notices”) under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service. Notwithstanding the foregoing, any Notices to which the Agreement refers will be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.

If you have any questions about these Terms of Service or about the Platform, please email us at support [at] sgdatabase [dot] com or the Contact Form on our website.

18. Consent to Electronic Signatures.

By using the Platform, you agree (a) to transact electronically through the Platform; (b) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (c) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (d) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

19. Governing Law.

Except for Sections 14 (Dispute Resolution) and/or 22 (Jurisdiction-specific Provisions) hereof, the Agreement and your use of the Platform will be governed by, and will be construed under English law (without regard to choice of law principles), and any dispute regarding the Agreement or the use of the Platform will only be dealt with by the English courts.

The choices of law set out in this Section shall apply unless and to the extent local and international laws, rules, regulations, directives, judgments and/or orders binding on or applicable to you or your performance hereunder, require that the Agreement or your use of the Platform be governed by the laws of the country in which the Security Job is performed. Nothing shall prevent the Company from bringing proceedings to protect our intellectual property rights before any competent court.

20. Notices.

The Platform and websites are owned and operated by the Company. If you have any questions about the Agreement or the Platform, please contact us by using the means listed here.

21. General Provisions.

A. Relationship of the Parties.

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists, is intended or created between you and the Company by the Agreement or your use of the Platform. Users do not have authority to act as agent for, nor to bind or make any representations on behalf of, the Company.

B. Entire Agreement.

The Agreement (including any terms linked to in, and incorporated by reference into, these Terms) constitutes the complete and exclusive agreement between you and the Company with respect to your use of the Platform, and supersedes any and all prior or contemporaneous agreements, proposals or communications. However, the Agreement does not supersede other agreements about other subject matter that you may have with the Company. The provisions of the Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable.

C. Severability; Waiver.

In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable, or (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. Failure by the Company to enforce any provision(s) of the Agreement will not be construed as a waiver of any provision or right.

You hereby acknowledge and agree that we may assign or transfer the Agreement without your consent. In any case, this assignment will be notified to the User who, in the event legally foreseen, may terminate the Agreement and cease use of the Platform. Upon the effective date of the assignment of the Agreement (a) the Company shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment, and (b) the assignee entity shall replace the Company for the performance of the Agreement. You may not assign or transfer the Agreement without our prior written approval. Any assignment in violation of this Section 23 shall be null and void. The Agreement will inure to the benefit of the Company, its successors and assigns. All parts of the Agreement which, by their nature, should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of the Agreement or your use of the Platform.

The Agreement, in whole and in part, is drawn up in English. In case of discrepancies between the English text version of the Agreement (in whole or in part) and any translation of the Agreement, the English version shall prevail.

22. Jurisdiction-specific Provisions, including Dispute Resolution.

A. Telephone Communications and Agreement to be Contacted.

By providing your mobile phone number and using the Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by the Company and Affiliates, or from independent contractors (including Guards) in order to (a) perform and improve upon the Platform, (b) facilitate the carrying out of Security Jobs through the Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Security Jobs, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Security Jobs and/or in follow up to any push notifications delivered through our mobile application. Message frequency varies. Carriers are not liable for delayed or undelivered messages. The Company will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from the Company by modifying your account settings on the Sites, replying “STOP” in response to any texts. You may opt-out of receiving calls from the Company by stating that you no longer wish to receive calls during any call with us. You understand that we may send you a text confirming any opt-out by you.

You will be informed in each telephone call to or from the Company if the call will be monitored and/or recorded by the Company for the purposes of quality control and training and you will be provided with the possibility to continue the call without the monitoring and/or recording if you do not wish so. Please refer to our Privacy Policy for further information on the processing of telephone calls as personal data.

B. Invoicing Obligations for Guards

As a Guard rendering services in the United Kingdom, you may have the obligation under applicable law to issue invoices or receipts to your Customers. Any invoices or receipts may have to comply with specific requirements. The Company is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that the Company will not issue invoices or receipts on your behalf.

Guards remain at all times fully liable regarding (i) their invoicing or receipt obligations, in particular regarding the content of the invoice(s) or receipt(s) and their mandatory details and retention obligations; and (ii) the tax consequences (such as VAT) deriving from that.