Terms & conditions
Welcome to heron
These terms and conditions of service (the “Terms of Service”) govern the use of the Site (as defined below). This Site is owned and operated by Boo Labs Ltd trading as HERON having its registered office at 1 Adelaide Villas, Adelaide Road, Dun Laoghaire, Dublin, A96V2T8, Ireland (the “Company”).
By using the Site, you indicate that you have read and understood these Terms of Service, as well as our privacy policy, and agree to abide by them at all times.
1. Definitions
1.1
The following terms shall have the following meanings
"Agreement" means the most updated version of the Terms of Service which forms the agreement between HERON and a User.
"Agreed Price" means agreed price for Services (including any variation) paid into the Payment Account made by the Poster but does not include any Service Fees or other costs incurred by the Tasker when completing Services which the Poster agrees to reimburse.
"Business Day" means a day on which banks are open for general business in the Republic of Ireland, other than a Saturday, Sunday or public holiday.
"Cancellation Fee" means:
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the Poster Service Fee paid by the Poster if the Poster is responsible for the cancellation; or
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an amount equal to the Poster Service Fee for the applicable Task Contract, payable by the Tasker if the Tasker is responsible for the cancellation.
"Consequential Loss" means any loss, damage or expense recoverable at law:
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a. other than a loss, damage or expense that would be suffered or incurred by any person in a similar situation to the person suffering or incurring the loss, damage or expense; or
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b. which is a loss of:
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opportunity or goodwill;
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profits, anticipated savings or business;
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data; or
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d. value of any equipment, and any costs or expenses incurred in connection with the foregoing.
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"HERON", "we" "us" or "our" means the Company.
"HERON Credits" means the physical or virtual card, coupon, voucher, code or a discount or refund provided as an account credit (which includes payment returns of the Agreed Price (in the context of a cancellation of a Task Contract)) or anything else identified or described as 'HERON Credit' in this Agreement, for use on the Site.
"HERON Service" means the service of making Introductions and the provision of the services more particularly outlined in clauses 2.1 and 3, which for the avoidance of doubt, includes any features available on the Site for Users, such as payment processing functionality.
“Introduction” or “Introduced” means the introduction, and provision by HERON of any details, whether written or oral, of a Legal Professional to a Law Firm during the course of providing the HERON Service.
"Non-excludable Condition" means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
"Payment Account" means the account operated by the Payment Provider.
"Payment Provider" means an entity appointed by HERON that manages and operates the Payment Account including accepting payments from and making payments to Users.
"Personal Information" means any personal data that can identify a living individual, either directly or indirectly.
"Policies" means the policies posted by HERON on the Site for Users.
"Poster" means a User that uses the Site to search for and acquire Services.
“Poster IP” means any materials, sketches, notes, data, specifications, documentation and other intellectual property in whatever medium provided by or designed or produced or owned by the Poster and provided to and used by the Tasker in or as part of the Services.
“Poster Service Fee” means the fee payable by the Poster to HERON as consideration for the HERON Service (separate to the Agreed Price) which is displayed to a Poster prior to entering into each Task Contract.
"Posted Task" means the Poster's request for Services published on the Site, and may include the deadline for completion, deliverables, milestones, price and description of the Services to be provided.
"Review" means a feature allowing a User post a review on the Site.
"Service Fee" means the Poster Service Fee and the Tasker Service Fee.
"Services" means the legal services to be rendered as described in the Posted Task, including any variations or amendments agreed before or subsequent to the creation of a Task Contract.
“Service Deliverables” means any documents, information, data, or other materials to be delivered or made available on behalf of the Tasker to the Poster as part of the supply of Services pursuant to the Task Contract.
“Service Milestones” means a predefined point or stage of a specific activity, process, or outcome agreed between the Tasker and Poster in relation to the Services, for which, upon completion of same, the Tasker is to be paid part, or all, of the Agreed Price.
"Task Contract" means the separate contract which is formed between a Poster and a Tasker for Services. In the absence of, or in addition to, any terms specifically agreed, the model terms of which are included in Appendix A to the Terms of Service, apply to Task Contracts.
"Task Response" means an enquiry and/or offer to perform the Services made by a Tasker in response to a Posted Task.
"Tasker" means a User who provides Services to a Poster.
"Tasker Funds" means the Agreed Price less the Tasker Service Fee.
"Tasker Profile" means a page published by a Tasker, containing Reviews and details (including prices) of a service they are willing to provide to Posters.
"Tasker Service Fee" means the fee payable by the Tasker to HERON as consideration for the HERON Service (and comprised as part of the Agreed Price) displayed to a Tasker prior to entering into each Task Contract.
"Site" means the HERON website at https://www.askheron.com, HERON app, and any other affiliated platform that may be introduced by HERON to provide the HERON Service from time to time.
"User" "You" or “Your” means the person who has signed up to use the Site, whether as the Law Firm, Legal Professional, Poster, Tasker, or otherwise.
1.2 Interpretation
Except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(d) the applicable currency shall be the euro;
(e) a reference to a person includes a natural person, partnership (limited or otherwise), body corporate, association, governmental or local authority or agency or other entity;
(f) a reference to a statute or law includes regulations and other instruments under it and consolidations or amendments of any of them;
(g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(h) headings are for ease of reference only and do not affect interpretation;
(i) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and
(j) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.
2. About us
2.1
HERON has created an innovative online platform (‘the Site’) designed to connect businesses and law firms engaging legal professionals (hereinafter referred to as ‘Law Firms’) with a network of solicitors, barristers, legal executives, para legals and other legal professionals (together referred as “Legal Professionals”). Our service enables Law Firms to augment their workforce by posting job and task opportunities and inviting applications from a curated panel of qualified legal professionals whilst managing the complete process from start to finish, including payment, through the Site (the “HERON Service”).
3. Scope of Heron services
3.1
HERON provides the following services as part of the HERON Service:
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The Site allows Posters to upload Posted Tasks for Taskers.
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Taskers can respond to a Posted Task with a Task Response.
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HERON retains the right to cancel at any time a Task Response and/or Posted Task.
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Posters have the ability to revoke or modify a Posted Task at any time before accepting an offer contained in a Task Response.
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When a Poster accepts an offer to provide the Services from a Tasker, the Tasker and Poster shall agree the particulars to appear in the Schedule to the Task Contract.
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After the Task Contract is created, the Tasker and Poster by written agreement may modify the Task Contract on the Site. The User acknowledges and accepts that they must use the Site to amend or vary the Task Contract (including the Agreed Price) or for other communications, and that HERON must be notified of any such changes or modifications to the Task Contract.
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Once a Service Milestone is met and accompanying Service Deliverable completed and delivered, or if HERON is satisfied that the Services and/or Service Deliverables and Service Milestones have been completed, then the following shall apply:
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The Poster and HERON will be notified by the Tasker, or HERON may determine from its own investigations, that the agreed Service Deliverables and Service Milestone have been completed and delivered.
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The Poster must respond within 5 Business Days by either releasing payment of the relevant Agreed Price and Poster Service Fee to the Payment Provider or disputing the proper completion of the task. If no response is received from the Poster within the 5 Business Days, the task will be automatically deemed satisfactorily completed, and Agreed Price and Poster Service Fee then payable will be immediately paid to the Payment Provider.
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If the Poster disputes the completion of the Services, Service Deliverables or Service Milestone, then the provisions of clause 21 (mediation and dispute resolution) shall apply. Once resolved in accordance with the provisions of clause 21, the Agreed Price and Poster Service Fee will become immediately payable.
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The Tasker Service Fee will be payable. Once the Agreed Price has been paid to the Payment Provider, the Tasker Funds will be released from the Payment Account to the Tasker, subject to any restrictions (e.g., a dispute or failure to complete required verification processes).
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The Poster Service Fee will be immediately released from the Payment Account to HERON.
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Upon completion of the Task Contract, both parties are encouraged to post a Review and provide feedback on the Services through the Site.
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Should a Law Firm wish to employ or engage a Legal Professional Introduced by HERON, outside of the Site and the provision of HERON Service, on a permanent/temporary contract, the Law Firm shall pay on demand to HERON a recruitment fee equivalent to 25% of the employed/engaged Legal Professional’s agreed gross annual salary.
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All payments are in Euro and may be subject to VAT (%23) unless expressly stated otherwise
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The Tasker acknowledges and agrees that they are solely responsible for all tax liability associated with payments received for supplying the Services.
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We have the right, without compensation to you or others, to serve ads near your content and information.
4. Heron's role and obligations
4.1
HERON provides the HERON Service in consideration for the Poster Service Fee and the Tasker Service Fee
4.2
Only individuals aged 18 and over are permitted to become Users of the Site.
4.3
Users must be natural persons but can specify within their account description that they represent a business entity.
4.4
In its absolute discretion, HERON may refuse to allow any person to become a User or cancel or suspend or modify any existing account including if HERON reasonably forms the view that a User's conduct (including a breach of these Terms of Service or Task Contract is detrimental to the operation of the Site and the provision of the HERON Service.
4.5
No charges apply in respect of the following actions on the Site:
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Registering and creating an account;
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Creating a Posted Task or sending a Task Response;
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Users accessing and reviewing content on the Site.
4.6
HERON accepts no liability for any aspect of the Poster and Tasker interaction, including but not limited to the description, performance or delivery of Services
4.7
HERON is not responsible for and does not warrant the truth or accuracy of any aspect of any information provided by Users, including, but not limited to, the Tasker Profiles or ability of Taskers to perform tasks or provide the Services, or the honesty or accuracy of any information provided by Posters or the Posters' ability to pay for the Services requested.
4.8
Except for liability in relation to any Non-excludable Condition, the HERON Service is provided on an "as is" basis, and without any warranty or condition, express or implied. To the extent permitted by law, we and our Taskers specifically disclaim any implied warranties.
4.9
HERON has no obligation to any User to assist or involve itself in any dispute between Users, although may do so to improve the User experience.
4.10
You understand and agree that:
(a) HERON does not undertake any investigation in relation to any Tasker or third party service provider before they become a User, including criminal checks, verification of qualification or license held, or any character or other checks of the suitability of a Tasker or third party service provider to perform any task which they may claim to be able to provide on the Site;
(b) You are solely responsible for conducting any appropriate background checks and obtaining references, licenses, certifications, or proof of insurance prior to engaging a Tasker to perform Services or providing Services to a Poster;
(c) You are solely responsible for making your own evaluations, decisions and assessments about choosing a Tasker and engaging with a Poster; and
(d) You agree to expressly release, indemnify and hold harmless HERON from any and all loss, liability, injury, death, damage, or costs arising or in any way related to the supply of Services.
4.11
HERON reserves the right to amend the amount of any Services Fees (including the Poster Service Fee and Tasker Service Fee) from time to time and any changes will be updated on the Site or notified directly to the User.
5. User obligations
5.1
You will at all times:
(a) comply with this Agreement (including all Policies) and all applicable laws and regulations;
(b) only post accurate information on the Site;
(c) ensure that You are aware of any laws that apply to You as a Poster or Tasker, or in relation to Your use of the Site.
5.2
You agree that any content (whether provided by HERON, a User or a third party) on the Site may not be used on third party sites or for other business purposes without HERON's prior written permission.
5.3
You must not use the Site or HERON Service for any illegal or immoral purpose.
5.4
You must maintain control of Your HERON account at all times. This includes not allowing others to use Your account, or by transferring or selling Your account or any of its content to another person.
5.5
You grant HERON an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted on the Site (save Confidential Information in relation to the Services) as otherwise may be required to provide the HERON Service, for the general promotion of the HERON Service, and as permitted by this Agreement.
5.6
Subject to clauses 8 (Review) and 16 (Feedback) You agree that any information posted on the Site must not, in any way whatsoever, be potentially or actually harmful to HERON or any other User. Harm includes, but is not limited to, economic loss that will or may be suffered by HERON or any other User.
5.7
Without limiting any provision of this Agreement, You shall use all reasonable efforts to ensure any information You supply to HERON or provide in a Task Response or Posted Task is up to date and kept up to date and will not:
(a) be false, inaccurate, misleading or deceptive;
(b) be fraudulent;
(c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
(d) violate any applicable law, statute, or regulation;
(e) be defamatory, libellous, threatening or harassing;
(f) be obscene or contain any material that, in HERON's sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images; or
(g) contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Site, including, but not limited to viruses, malware or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or Personal Information.
5.8
It is acknowledged and accepted that the Site may from time to time be temporarily unavailable during routine maintenance or to remedy an issue affecting the proper provision of the HERON Service. HERON will use all reasonable endeavours to ensure such downtime is kept to a minimum but in any event HERON will not be held liable for any inconvenience or loss suffered by a User as a result of such temporary unavailability.
5.9
If You are a Tasker, You must have the ability, capacity, competence, qualification, licence or all other necessary skills (as applicable) to provide the relevant Services contracted under a Task Contract and the right to work in the jurisdiction where the Services are performed. It is Your responsibility and your obligation to comply with tax and regulatory obligations in relation to any payment (including Tasker Funds) received under a Task Contract.
5.10
You must not, when supplying Services, charge a Poster any fees on top of the Tasker Funds. However, the parties to a Task Contract may agree to amend the Agreed Price through the Site.
5.11
You must not request payments outside of the Site from the Poster for the Services except to the extent permitted by clause 5.12 and only if the Site does not facilitate the reimbursement via the Payment Account of costs considered in clause 5.12.
5.12
If a Tasker agrees to pay some costs of completing the Services (such as equipment to complete the Services), the Tasker is solely responsible for obtaining any reimbursement from the Poster. Correspondence in respect of agreeing to these additional costs should be carried out on the Site. HERON advises Taskers not to agree to incur costs in advance of receiving the payment for these costs, unless the Tasker is confident the Poster will reimburse the costs promptly.
5.13
It is a matter for the Tasker and Poster to ensure that the proper insurance policies are in place to cover all liability and claims arising from the Task Contract in relation to the provision of the Services. The Poster confirms that the Services provided by the Tasker for the Poster’s client are covered by the Poster’s professional indemnity insurance. This coverage ensures that any claims by the Poster’s client arising from or related to the Services supplied by the Tasker, performed in accordance with these Terms of Service and Task Contract, will be addressed under the Poster’s professional indemnity insurance policy.
5.14
If HERON determines at its sole discretion that You have breached any obligation under this clause 5 or that You have breached one or more Task Contracts, it reserves the rights to remove any content, Posted Task or Task Response You have submitted through the HERON Service or cancel or suspend Your account and/or any Task Contracts.
5.16
Posters shall be solely responsible and liable for ensuring that they have obtained the necessary consents and/or approvals and/or sent the necessary notifications to their respective clients to allow them use the HERON Service and enter Task Contracts.
5.17
For the proper operation of the Site (including insurance, proper pricing and compliance with Policies), the Tasker must ensure that, provided the Poster provides its prior written consent to the subcontracting of any part of the performance of the Task Contract to a third party, then that third party must also be a registered User of the Site.
6. Tasker profile
6.1
HERON provides a Tasker Profile feature that enables Taskers to share comprehensive details about their experience, expertise, and qualifications, along with other pertinent information related to their legal skillset.
6.2
HERON reserves the right to publish Tasker Profiles at its sole discretion.
6.3
Posters can post a Posted Task to a Tasker Profile by clicking the Post Job button and completing the posting request. The Tasker can then send a Task Response enquiring further about the Posted Task and/or offering to perform the Task. A Task Contract is formed when the Poster accepts the Tasker's offer and agrees the Service, Service Deliverables, Service Milestones and Agreed Price, following which the Task is assigned to that Tasker.
7. Assessment process
7.1
By registering and creating a Tasker Profile, the Legal Professional acknowledges and accepts that the information contained therein will be relied upon by Posters. The Legal Professional hereby represents and warrants that all information provided in the Tasker Profile regarding their qualifications, experience, and credentials is accurate, truthful, and complete.
7.2
HERON will assess the vouching documentation provided by a Legal Professional when registering their Tasker Profile to ensure the documents match the profile of the Legal Professional recorded on the Site. HERON will take no other steps to verify the validity of the documentation or the veracity of their contents.
7.3
Once this documentation is verified, the Legal Professional’s registration will be approved. The registration of the Legal Professional and approval of the Tasker Profile is evidence that HERON has carried out this step only. HERON gives no warranty or representation that the vouching documentation or Tasker Profile is factually correct or accurate.
7.4
The Legal Professional agrees to promptly update any such information to maintain its accuracy throughout the duration of their engagement. Any misrepresentation or omission of material facts regarding the Legal Professional's qualifications and experience may result in immediate termination of the engagement (without any further payment) and potential legal action.
7.5
At its absolute discretion, and for the purposes of maintaining the integrity of the HERON Service, HERON may carry out its own enquiries as to the qualifications and experience of the Legal Professional. However, Law Firms understand and agree that Legal Professionals are solely responsible for the accuracy of the information they provide in the Tasker Profile and HERON is not obliged, and does not warrant, that it has undertaken any investigations in relation to the veracity or factual correctness of the qualifications or references provided by the Legal Professional. The Law Firm understands and agrees that it is solely their responsibility to carry out its own due diligence and verify the professional status and experience of any Legal Professional it wishes to engage. By using the HERON Service, the Law Firm shall expressly release, indemnify and hold harmless HERON and its third-party processors from any and all loss, liability, damage, or costs arising or in any way related to the quality of the work provided by, or representations made regarding qualifications or experience of, the Legal Professional acquired through HERON and/or the Site.
8. Reviews
8.1
Feedback and Reviews on the Users experience of other Users is welcomed and encouraged. By submitting a Review, Users agree to the following terms:
(a) Content ownership: Users retain ownership of the content they submit but grant the Website a non-exclusive, royalty-free, perpetual, and worldwide license to use, reproduce, modify, publish, and display the content in any media.
(b) Accuracy and Honesty: Users agree to provide accurate and honest Reviews based on their genuine experiences. Misleading or false information is strictly prohibited and actionable.
(c) Respectful Communication: Users must ensure that their Reviews are respectful and do not contain offensive, defamatory, or inappropriate language.
(d) Moderation: HERON reserves the right to moderate, edit, or remove any Reviews that violate these terms or are deemed inappropriate at HERON’s sole discretion.
(e) No Compensation: Users acknowledge that they will not receive any compensation for submitting Reviews unless explicitly agreed upon in writing by HERON.
8.2
By submitting a Review, Users agree to comply with these terms and understand that their contributions help improve the services and products offered by the HERON.
9. Prohibition on Text/Data Mining and Web Scraping
9.1
You must not carry out, enable, authorise, or allow any form of text or data mining or web scraping in connection with our Site or any services accessed through or relating to it. This prohibition applies for all purposes, including but not limited to the development, training, fine-tuning, or validation of artificial intelligence (AI) systems or models. This includes (but is not limited to) the use of:
(a) Any “robot”, “bot”, “spider”, “scraper” or similar automated tool, software, algorithm, process, or method to access, extract, copy, monitor, or reproduce any part of the Site or its data, content, or services.
(b) Any automated analysis of text or data in digital format intended to extract information or insights, such as identifying patterns, trends, or correlations to develop, train, fine-tune, or validate AI systems or models.
9.2
This clause constitutes an express reservation of our rights under applicable laws, including Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).
10. Refund and cancellations
11. Payment facility
11.1
HERON uses a Payment Provider to operate the Payment Account.
11.2
In so far as it is relevant to the provision of the Payment Account, the terms of the Payment Provider will apply and prevail over this Agreement in the event of any conflict between the two agreements.
12. No guarantee
12.1
HERON makes no representations and provides no guarantee that Legal Professionals will receive work through the Site, nor does it represent or guarantee that Law Firms will find suitable candidates for any posted job. Engagements are subject to demand, availability, and the requirements of each individual project.
13. Dormant accounts
13.1
Where applicable, and subject to your rights under relevant data protection laws, we reserve the right to delete your account if it remains inactive for an extended period, unless you have requested otherwise. This does not apply to Taskers who have set their account to private.
14. Proprietary restrictions and intellectual property
14.1
The Site, including its overall layout, design, look and feel, content, source code, databases, functionality, software, audio, video, text, images, graphics, logos, and other materials is, unless otherwise stated, the exclusive property of HERON and is protected by intellectual property laws.
14.2
All content and logos on the Site are provided “AS IS” for your personal and informational use only. Except as expressly permitted in our Terms of Service, no part of the Site or its content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise used for any commercial purpose without our prior written consent.
14.3
Users have no rights to, and expressly agree not to engage in, any of the following activities in relation to the Site or any part, component, or extension of it:
(a) Reverse engineer, decompile, disassemble, or otherwise attempt to access the Site’s source code, underlying algorithms, structure, or design;
(b) Remove, alter, or obscure any copyright, trademark, or proprietary notices on the Site;
(c) Use any unauthorised third-party software, including bots, hacks, or modifications, intended to alter or interfere with the Site’s functionality;
(d) Attempt to gain unauthorised access to, disrupt, or interfere with the Site, or with any servers, systems, or networks connected to it;
(e) Bypass, disable, remove, or tamper with any security measures or content protection mechanisms on the Site;
(f) Use any robot, spider, crawler, scraping tool, or other automated means or manual processes to access, extract, copy, or monitor data or content from the Site;
(g) Introduce malware or any other harmful software such as viruses, trojans, worms, or logic bombs into the Site or its systems;
(h) Use the Site in a way that could damage, disable, overload, or impair its operation, or disrupt the experience of other users; or
(i) Access or use the Site in any way that is not expressly allowed under these Terms of Service.
(j) Users further agree not to assist, enable, authorise, or permit any third party to carry out any of the actions listed above.
15. Data privacy & compliance
15.1
We are committed to safeguarding your personal data and ensuring compliance with all applicable data protection laws and regulations. For detailed information about your rights under these laws, and the measures we take to protect your data, please refer to our Privacy Policy available at: https://www.askheron.com/privacy-policy
16. Feedback
16.1
Any reviews, suggestions, comments, ideas, or other feedback provided by a user in relation to the services offered through the Site, whether pertaining to existing, proposed, or contemplated features or functionalities and which may be subject to intellectual property rights (collectively, the “Feedback”), shall be deemed the exclusive property of HERON.
16.2
By submitting such Feedback, you hereby acknowledge and agree that HERON shall have the unrestricted right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including but not limited to;
16.2.1 Further develop, tailor, and enhance its services;
16.2.2 Provide continued technical assistance and support;
16.2.3 Contact you with general or personalised communications and/or interview requests in connection with your Feedback;
16.2.4 Facilitate, administer, and promote certain offers or promotions, and monitor their effectiveness;
16.2.5 Generate aggregated statistical data and other aggregated or inferred insights for the purpose of improving its services;
16.2.6 Strengthen data security and fraud prevention measures; and
16.2.7 Fulfil any legal or regulatory obligations to which HERON is subject.
16.3
You represent and warrant that any Feedback you provide is true, accurate, and complete to the best of your knowledge, and that it does not violate or infringe upon the intellectual property rights or other rights of any third party.
17. Disclaimer of warranties
17.1
Your use of the Site, including all content and any services or items accessed or obtained through the Site, is entirely at your own risk. The Site, its content, and all services made available through it are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, whether express or implied.
17.2
To the fullest extent permitted by law, neither HERON nor any of its affiliates, officers, employees, agents, or representatives makes any representation or warranty regarding the completeness, security, reliability, quality, accuracy, or availability of the Site, its content, or any services offered by other Users through the Site. Without limiting the foregoing, HERON expressly disclaims any and all warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.
17.3
Nothing in this disclaimer shall exclude or limit any warranty that cannot be lawfully excluded or limited under applicable law.
18. Limitation of liability
18.1
Except for liability in relation to a breach of a Non-excludable Condition, We hereby exclude to the fullest extent permitted by applicable law, all implied conditions, warranties, representations, and other terms, whether statutory or otherwise, that may apply to the Site, its content, or any services provided by other users.
18.2
The liability of HERON to the Users except for a breach of any Non-Excludable Condition is capped at the Service Fee paid by that User in the previous 12 months to when the cause of action arose.
18.3
HERON is not a law firm and does not offer legal advice. All legal services are provided exclusively by Legal Professionals, who are independent contractors and not employees, agents, or representatives of HERON.
18.4
To the fullest extent permitted by law, HERON shall not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if such loss or damage was foreseeable, arising out of or in connection with:
18.4.1 Your use of, or inability to use, the Site;
18.4.2 Your use of or reliance on any content displayed on the Site; or
18.4.3 Your use of or reliance on any services provided by Legal Professionals.
18.5
Without limiting the foregoing, HERON shall not be liable for:
18.5.1 Loss of profits, sales, business, or revenue;
18.5.2 business interruption;
18.5.3 Loss of anticipated savings;
18.5.4 Loss of business opportunity, goodwill, or reputation; or
18.5.5 Any indirect, incidental, special, consequential, or punitive loss or damage, regardless of whether such loss or damage was foreseeable..
19. Indemnity
19.1
You agree to indemnify, defend, and hold harmless HERON, its affiliates, and its respective directors, officers, employees, agents, representatives, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, damages, liabilities, costs, losses, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or in connection with:
19.1.1 Any user content you submit, post, or otherwise make available through the Site;
19.1.2 Any contractual or commercial relationship between you and another user of the Site;
19.1.3 Your use of the Site, including any activities related to or arising from such use;
19.1.4 Any breach by you of these Terms of Service; or
19.1.5 Any violation by you of any applicable laws, regulations, or third-party rights.
20. Termination
20.1
HERON may terminate your account and remove You as a User at any time for any reason at its reasonable discretion.
20.2
Any terms of the Terms of Service and Task Contract which by their nature should continue to apply, will survive any termination or expiration of that agreement.
20.3
If Your account or this Agreement are terminated for any reason then You may not without HERON’s consent (in its absolute discretion) create any further accounts with HERON and we may terminate any other accounts You operate.
21. Mediation & dispute resolution
21.1
In the event of any dispute arising out of or in connection with the Terms of Service or a Task Contract that is not resolved by the parties immediately by consultation, the parties to the dispute will attempt to settle it by mediation.
21.2
Any dispute which fails to be resolved by direct discussion followed by mediation, shall be decided by an arbitrator agreed by the parties to the dispute, or in default of agreement, nominated by the President for the time being of the Law Society of Ireland, and such arbitration shall be governed by the Arbitration Acts, 1954 – 1998 (as amended). Each party to the dispute hereby agrees to keep such arbitration entirely confidential and the costs of such arbitration shall be borne by the losing party.
21.3
Neither the Poster or the Tasker shall be entitled to suspend performance of the Task Contract merely by reason of a dispute or the reference of a dispute to arbitration or to the courts;
21.4
In the event of a dispute the Tasker shall not be entitled to contact the Poster client regarding same.
21.5
However, in relation to any dispute involving any allegations of:
(i) infringement of intellectual property rights;
(ii) misuse of Confidential Information or breach of confidence; and/or
(iii) any other dispute in which either party's rights are reasonably likely to suffer significant prejudice in the event that it is not able to apply to the Court for non-monetary relief;
then in any such case either party may apply to the Irish Courts without having to go through any of the other procedures provided for by this Clause or otherwise by these Terms of Service or Task Contract. In that event, all issues in the dispute concerned (including those in relation to which monetary relief is sought) may be dealt with by the Court.
21.6
The existence of any dispute under this agreement, any settlement negotiations, mediation, or any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings, shall be treated by the parties as Confidential Information.
22. Governing Law and Jurisdiction
22.1
These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Ireland.
22.2
The courts of the Republic of Ireland shall have exclusive jurisdiction to resolve any dispute, claim, or matter arising out of or in connection with these Terms of Service and the use of the Site.
22.3
It is the sole responsibility of each Legal Professional to ensure that they are legally authorised to provide services to clients within the relevant jurisdiction. This includes, but is not limited to, compliance with all applicable regulatory, licensing, and professional requirements necessary to practice law or offer legal services in such jurisdiction.
23. Severability
23.1
If any provision of these Terms of Service is found to be inconsistent with or invalid under applicable law, such provision shall be deemed void and will be severed from these Terms of Service. The validity and enforceability of the remaining provisions shall not be affected by the removal of such provision, and the remainder of these Terms of Service shall continue in full force and effect.
24. Force majeure
24.1
Neither HERON nor the Users shall be liable for any failure or delay in the performance of their obligations under these Terms of Service where such failure or delay results from causes beyond the reasonable control of the affected Party. This includes, but is not limited to, circumstances where the Party could not have reasonably anticipated the cause or where the cause was not foreseeable at the time the obligations were undertaken. Such causes may include, without limitation, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, global or regional pandemics, governmental actions, or any other event beyond the reasonable control of the affected Party.
25. Relationship to Heron
25.1
HERON acts solely as a platform facilitating the availability of the Site and associated services, enabling Users to locate and engage directly with one another. Users bear sole responsibility for assessing and determining the appropriateness of any requests or interactions with other users. In the event that Users elect to enter into any contractual arrangement, such agreement is exclusively between the Users, and HERON shall not be a party to nor have any obligations arising from such contract.
25.2
You acknowledge, agree, and understand that HERON is not a participant in, nor does it have any involvement in, the relationships or transactions between Users. Without limitation, Users are fully responsible for:
25.2.1 Ensuring the legality, accuracy, and completeness of any project brief or content posted by another User; and
25.2.2 Evaluating the qualifications, suitability, and trustworthiness of other Users for entering into a contract and for fulfilling their respective contractual obligations.
25.3
You further acknowledge, agree, and understand that it is your sole responsibility to assess whether to enter into any agreement with another User, and to independently verify any information provided by or regarding another User.
25.4
HERON makes no representations or warranties regarding the accuracy, truthfulness, or reliability of any User’s postings or content on the Site and expressly disclaims any obligation to perform background checks or offer any guarantee concerning the quality, competency, or provision of goods or services by Users.
26. Disputes among users
26.1
The users must try and settle conflicts amongst themselves. HERON will not interfere with conflicts or disputes between its users.
27. Disputes among users
27.1
A Tasker must disclose any conflicts of interest that arise during the course of providing Services to a Poster. They are responsible for complying with their regulatory body’s requirements regarding conflicts and must take appropriate steps to manage or avoid any conflicts in line with professional and ethical obligations.
28. Conflict of interest
28.1
A Tasker is obligated to disclose any actual, potential, or perceived conflicts of interest that may arise in the course of providing services to a Poster. The Tasker shall ensure compliance with the relevant regulatory authority's requirements pertaining to conflicts of interest and is responsible for taking all necessary and appropriate actions to manage, mitigate, or avoid such conflicts in accordance with their professional and ethical duties.
29. Waiver
28.1
The failure or delay by either Party to enforce any provision of these Terms of Service, or the waiver of any breach, default, delay, or omission by the other Party, shall not be deemed a waiver of any subsequent breach, default, or violation of the same or any other provision of these Terms of Service.
30. Relationship
30.1
Nothing in the terms of this Agreement, Task Contract or elsewhere shall be deemed to make the User an employee, agent or partner of HERON for any purpose whatsoever.
31. Changes
31.1
We reserve the right to amend or modify these Terms of Service at any time, in order to ensure compliance with applicable laws or to reflect any changes in the manner in which we expect Users to interact with or behave on the Site. Any such amendments or modifications shall take effect only after they have been duly published on the Site in a manner deemed appropriate by us.
32. Contact details
32.1
If you have any questions or concerns or if you wish to make a complaint, please contact us at: 13 Adelaide Road, Dublin, Ireland, D02 P950 and/or info@askheron.com