S2U General Terms and Conditions

Status of these terms
1. These terms govern the contractual relationship between you and us (if any) and incorporate terms into the contractual relationship between Customers and Solution Providers. In the event of an inconsistency between these terms and our Website Terms of Use (referred to in clause 1.5(a)), these terms shall prevail as between the relevant parties.
2. S2U Limited ("we") are registered in England and Wales under company number 12279539 and have our registered office at Howbery Business Park, Benson Lane, Wallingford, OX10 8BA.
3. To contact us, please email support@s2u.global.
4. These terms are version 1.1 and were last updated on 13 November 2024.
5. These terms of use refer to the following additional terms, which also apply to your use of our site:
  (a) Our "Website Terms of Use"
  (b) Our "Privacy Policy"
  (c) Our "Cookie Policy", which sets out information about the cookies on our site.
6. We amend these terms from time to time. Every time you wish to use our site to purchase or sell Services through it, please check these terms to ensure you understand the terms that apply at that time.
7. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
Interpretation

The following definitions and rules of interpretation apply in these terms.
1. Definitions:
  
  Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  
  ‍Commencement Date: has the meaning given in clause 3.6.
  
  ‍Conditions: any terms and conditions expressly agreed between the Customer and the Solution Provider prior to the Commencement Date, as amended from time to time in accordance with clause 15.3.
  
  ‍Contract: a contract between a Customer and a Solution Provider for the supply of Services in accordance with the Conditions and any terms implied into a Contract by these terms.
  
  ‍Customer: the person or firm (being a business user and not a consumer user) who purchases (or prospectively intends to purchase) Services from Solution Providers by registering through our site.
  
  Customer Default: has the meaning set out in clause 5.2.
  
  Deliverables: the deliverables produced by the Solution Provider for the Customer as set out in the Project or Specification.
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  Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information(including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  Order for Supply: the Solution Provider's acceptance of a Project in accordance with clause 3.5.
  
  ‍Placement Fee: the commission payable by a Customer to us in accordance with clause 7.4at the rate as set out in clause 7.7.
  
  Project: a project or job for Services posted on our site by a Customer.
  
  Project Fee: the charges payable by theCustomer for the supply of the Services in accordance with clause 6.
  
  S2U Fee: the commission payable by a Customer to us in accordance with clause 6.1at the rate as set out in clause 6.2.
  
  ‍Salary: a Solutions Provider or individual’s (as applicable) anticipated gross annual salary, monetary value of annual applicable benefits, and anticipated annual bonus and commission (if applicable).
  
  Solution Provider: the person or firm who supplies (or prospectively intends to supply) Services to Customers by registering through our site.
  
  Solution Provider Materials: has the meaning set out in clause 5.1(f)
  
  Services: the services, including theDeliverables, supplied by the Solution Provider to the Customer as set out in the Specification.
  
  Specification: the description or specification of the Services provided with the Project by the Customer to SolutionProviders (including in the ‘Detailed Description’ and ‘Project Terms’ sections of any Project on our site).
2. Interpretation
  
  (a)   Unless expressly provided otherwise in these terms, a reference to legislation or a legislative provision:
          (i)    is a reference to it as amended, extended or re-enacted from time to time; and
          (ii)   shall include all subordinate legislation made from time to time under that legislation or legislative provision.
  
  (b)   Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  
  (c)   A reference to writing or written does not include fax.
Basis of contract
1. If you are a Customer and engage a Solution Provider, or a Solution Provider engaged by a Customer, you will have a Contract between each other and there shall be no contract with us in relation to any Project or Services other than as set out in these terms. We shall act as introducer between the Customer and the Solution Provider only, though you are subject to the contractual terms with us set out in these terms in relation to use of our site (including for purchasing or selling Services through our site and, in relation to Customers, the payment of the S2U Fee). These terms also incorporate certain terms into Contracts between Customers and Solution Providers, including as set out in clause 14.
2. We have no authority to create a Contract between a Customer and a Solution Provider.
3. By using our site and purchasing or selling Services through it, you accept any terms that are explicitly incorporated or are implied into a Contract by these terms, including as set out in clause 14.
4. A Customer posting a Project on our site shall not constitute an offer, and is only valid until the Customer withdraws or amends the Project.
5. The Solution Provider clicking the acceptance of a Project on our site constitutes an offer by the Solution Provider to supply Services in accordance with the Contract, any Conditions and any terms implied into a Contract by these terms.
6. The Order for Supply shall only be deemed to be accepted when the Customer clicks the acceptance of the Order for Supply on our site, at which point and on which date the Contract shall come into existence (Commencement Date). Upon the Commencement Date, the Customer is also contractually bound to pay us the S2U Fee and the Customer and SolutionProvider are bound by any other provisions of these terms that are implied to govern the relationship between us and the Customer or the Solution Provider in relation to a Contract.
Supply of Services
1. Following the Commencement Date:
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  (a) the Solution Provider shall supply the Services to the Customer in accordance with the Specification in all material respects; and
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  (b) the Solution Provider warrants to the Customer that the Services will be provided using reasonable care and skill.
2. By entering into a Contract, a Solution Provider explicitly warrants to us and the Customer that they have all necessary qualifications to perform the Services and have all necessary consents and permissions to perform the Services in the United Kingdom.
Customer's obligations
1. The Customer shall:
  
  (a)   ensure that the terms of the Project and any information it provides in the Specification are complete and accurate;
  
  (b)   following the Commencement Date, co-operate with the Solution Provider in all matters relating to the Services;
  
  (c)   following the Commencement Date, provide the Solution Provider, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Solution Provider to provide the Services;
  
  (d)   following the Commencement Date, provide the Solution Provider with such information and materials as the Solution Provider may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  
  (e)   obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  
  (f)   keep all materials, equipment, documents and other property of the Solution Provider (Solution Provider Materials) at the Customer's premises in safe custody at its own risk, maintain the Solution Provider Materials in good condition until returned to the Solution Provider, and not dispose of or use the Solution Provider Materials other than in accordance with the Solution Provider's written instructions or authorisation; and
  
  (g)   following the Commencement Date, comply with any reasonable obligations required by the Solution Provider in order to provide the Services.
2. If the Solution Provider's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  (a)   without limiting or affecting any other right or remedy available to it, the Solution Provider shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Solution Provider's performance of any of its obligations;
  
  (b)   the Solution Provider shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Solution Provider's failure or delay to perform any of its obligations as set out in this clause 5.2; and
  
  (c)   the Customer shall reimburse the Solution Provider on written demand for any costs or losses sustained or incurred by the Solution Provider arising directly or indirectly from the Customer Default.
Project fee and payment
1. We shall be entitled to the S2U Fee from the Customer if a Customer incurs a Project Fee to a Solution Provider.
2. The S2U Fee payable shall be at the rate of 17% of the Project Fee invoiced by the Solution Provider under each Contract (as they may be renewed, extended or amended) from its Commencement Date. The S2U Fee shall not include any expenses and any expenses that are properly and necessarily incurred by us shall be reimbursed by the Customer.
3. The Project Fee for the Services shall be as agreed between the Customer and the Solution Provider prior to the Commencement Date, as amended from time to time in accordance with clause 15.3. In the absence of agreement to the contrary, the Project Fee shall be as set out in the Project, and in the absence of Project Fees being set out in the Project, shall be on the Solution Provider’s standard rates.
4. Any policy regarding expenses shall be as agreed between the Customer and the Solution Provider, and shall not constitute part of the Project Fee for the purposes of calculating the S2U Fee.
5. In the absence of agreement to the contrary in the Contract, the Solution Provider may invoice the Customer monthly.
6. When the Solution Provider raises an invoice to the Customer, such invoices shall be raised through us via our site and shall include (as applicable):
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  (a)       any Project Fee invoiced by the Solution Provider (invoiced through us on behalf of the Solution Provider and collected via us but owed to the Solution Provider pursuant to the terms of the Contract);
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  (b)       any expenses incurred by the Customer to the Solution Provider (invoiced through us on behalf of the Solution Provider and collected via us but owed to the Solution Provider pursuant to the terms of the Contract);
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  (c)       the S2U Fee (invoiced by us and owed to us); and
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  (d)       any expenses incurred to us (invoiced by us and owed to us).
7. In the absence of agreement to the contrary in the Contract, the Customer shall pay any Project Fee and expenses due to the Solution Provider on each invoice submitted through us on behalf of the Solution Provider:
  
  (a) within 30 days of the date of the invoice; and
  
  (b) in full and in cleared funds via the payment method set out on the invoice, and
  
  time for payment shall be of the essence of the Contract. We are in no way responsible for the payment of the Project Fee by a Customer (other than our separate obligation to forward the balance of any payments made in accordance with clause 6.14).
8. The Customer shall pay the S2U Fee and any expenses due to us on each invoice submitted by us on our behalf:
  
  (a) within 30 days of the date of the invoice; and
  
  (b) in full and in cleared funds via the payment method set out on the invoice, and
  
  time for payment shall be of the essence of the contract between us and the Customer. We are in no way responsible for the payment of the Project Fee by a Customer.
9. For the avoidance of doubt, the Customer acknowledges that an invoice raised through us may contain elements due to the Solution Provider (in relation to a direct contract between the Customer and the Solution Provider) and elements due to us (in relation to a direct contract between the Customer and us).
10. The Solution Provider explicitly acknowledges and agrees that:
  
  (a) all payment of the Project Fee shall be made by Customers to us via the payment method set out on our invoice to the Customer, and shall not be made directly to the Solution Provider; and
  
  (b) payment in full of the Project Fee to us shall constitute good discharge of the Customer’s obligation to pay the Project Fee to the Solution Provider (unless the Customer owes sums to us which are deducted in accordance with clause 6.12).
  
  time for payment shall be of the essence of the contract between us and the Customer. We are in no way responsible for the payment of the Project Fee by a Customer.
11. The Customer explicitly acknowledges and agrees that it shall make all payments of The Project Fee to us via the payment method set out on each invoice, and shall not be made directly to the Solution Provider.
12. Upon receipt of the Customer’s payment of the Project Fee by us, we shall be entitled to deduct the S2U Fee along with any other sums owed to us by either the Customer or the Solution Provider first and in priority before clearing the payment of the Project Fee.
13. Should any payment of The Project Fee be made directly to the Solution Provider by the Customer, and should the S2U Fee or any other sums owed to us by either the Customer or the Solution Provider remain unpaid, the Solution Provider shall make payment of the S2U Fee and such other sums to us within two Business Days of receipt.
14. We shall make payment of the balance of the Project Fee to the Solution Provider (minus the S2U Fee and any other deductions in accordance with these terms) within seven Business Days of receipt.
15. The S2U Fee (and where appliable the Placement Fee) payable under these terms:
  
  (a) is exclusive of value added tax or other applicable sales tax chargeable from time to time (VAT), which shall be added to the sum in question;
  
  (b)    shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the Customer or the Solution Provider (as applicable) is required by law to deduct withholding tax from sums payable to us. If the Customer or the Solution Provider (as applicable) is required by law to deduct withholding tax, then we and the Customer or the Solution Provider (as applicable) shall co-operate in all respects and take all reasonable steps necessary to:
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         (i)    lawfully avoid making any such deductions; or
         (ii)    enable the payee to obtain a tax credit in respect of the amount withheld.
16. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by the Solution Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Solution Provider, pay to the Solution Provider (in accordance with clause 6.11) such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
17. If the Customer or the Solution Provider (as applicable) fails to make any payment due to us under these terms by the due date for payment, then, without limiting our remedies, the Customer or the Solution Provider (as applicable) shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer or the Solution Provider (as applicable) shall pay the interest together with the overdue amount.
18. If the Solution Provider is required to refund any Project Fee or other sums to the Customer, we shall not be required to refund any element of the S2U Fee, which remains fully due and payable.
19. We shall not be required to chase payment of any Project Fee from a Customer, which shall be the responsibility of the Solution Provider.
20. We have the right to disclose your contact details to any Customer or Solution Provider who is claiming that you owe them sums pursuant to a Contract or otherwise is claiming to have a dispute with you as a result of a Contract or your use of our site.
Restrictions
1. The Solution Provider undertakes to us that it will not for a period of 24 months after:
  
  (a)   the date of termination of the last Contract it was a party to;
  
  (b)   the last date on which they engaged with any Customer in relation to a Project (whether it led to a Contract or not); or
  
  (c)   the last date on which it accessed the Solution Provider area of our site where Projects are posted by Customers,
  
  whichever is the later, directly or indirectly solicit or deal with any Customer who had either posted a Project on our site or engaged with the Solution Provider in the 12 months prior to that date (or for any shorter time that the Solution Provider was actually registered on our site), other than through our site.
2. The Solution Provider acknowledges that, without prejudice to these terms (including in respect of clause 7.1) and without limiting our remedies (including in respect of clause 7.1), the Solution Provider will be liable to pay us an amount in the amount as the S2U Fee would have been in respect of any contracts it does enter into directly with Customers outside of our site and within the 24 month timescale set out in clause 7.1 (whether for services similar to the Services or any Project or otherwise). The Solution Provider shall inform us within two Business Days if it does enter into any such contract direct with any Customer.
3. If the Solution Provider does contract directly with a Customer within the 24 month timescale set out in clause 7.1, the 24 month timescale will reset from the end of any new direct engagement, and the Solution Provider shall remain liable to pay us the fee pursuant to clause 7.2 for any further direct contracts entered into during any such subsequent 24 month periods. This clause 7.3 shall only expire 24 months after any such direct contracts between the Solution Provider and a Customer end (provided no further direct contracts have been entered into within that period).
4. Should the Customer employ or engage as an employee or worker (i) a SolutionProvider (if an individual) who was registered on our site or who engaged with the Customer through our site in the previous 12 months (or for any shorter time that the Customer was actually registered on our site); or (ii) any individual supplied by a Solution Provider that was registered on our site or which engaged with the Customer through our site in the previous 12 months (or for any shorter time that the Customer was actually registered on our site) within a period of 24 months after:
  
  (a)       the date of termination of the last Contract itwas a party to;
  
  (b)       the last date on which they engaged with anySolution Provider in relation to a Project (whether it led to a Contract or not); or
  
  (c)       the last date on which it accessed the Customer area of our site where Projects are posted by Customers.
  
  the Customer shall be liable to pay us the Placement Fee within 14 days of the Solution Provider or individual (as applicable) starting such employment or engagement with the Customer. We shall invoice the Customer for the Placement Fee but payment of the Placement Fee shall not be dependent on receipt of our invoice.
5. If the Customer does employ or engage a Solution Provider (or an individual provided by a Solution Provider) on a fixed-term basis within the 24 month timescale set out in clause 7.4, the 24 month timescale will reset from the end of any such employment or engagement, and the Customer shall remain liable to pay us the Placement Fee pursuant to clause 7.4 for any further direct contracts entered into during any such subsequent 24 month periods. This clause 7.5 shall only expire 24 months after any such fixed-term engagements between the Customer and a Solution Provider end (provided no further fixed-term engagements have been entered into within that period).
6. The Customer shall inform us within two Business Days if:
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  (a) a Solution Provider (if an individual); or
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  (b) any individual supplied by a Solution Provider,
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  accepts an offer to become an employee or worker of the Customer in accordance with clause 7.4.Such notice shall include details of the employment or engagement’s anticipated start date, whether the employment or engagement is on a full-time, fixed-term or part-time basis, and the Solution Provider or individual’s (as applicable) Salary.
7. The Placement Fee shall be at the rate of 30% of the Solution Provider or individual’s (as applicable) Salary (as adjusted by clause 7.7 or clause 7.8, if applicable).
8. In respect of any fixed-term employment or engagement, the Salary shall be calculated based on (i) (if the fixed-term is for one year or less) the salary, monetary value of applicable benefits, and anticipated bonus and commission (if applicable) over the length of the fixed-term rather than on an annual basis; or (ii) (if the fixed term is for longer than one year) the average gross annual salary, monetary value of annual applicable benefits, and anticipated annual bonus and commission (if applicable) over the entire length of the fixed-term to give an annual Salary figure.
9. In respect of any part-time employment or engagement, the Salary shall be calculated on a pro-rata basis rather than on an annual basis, based on the hours to be worked by the Solution Provider or individual as against being employed or engaged on a full-time basis.
Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Solution Provider.
2. The Solution Provider grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.
4. The Customer grants the Solution Provider a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Solution Provider for the term of the Contract for the purpose of providing the Services to the Customer.
Data Protection
We will only use your personal information as set out in our privacy policy.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. If you are a party to these terms, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
2. For the avoidance of doubt, we are not a party to any Contract or responsible in any way for the Services and exclude all liability in respect of Contracts (unless unlawful to do so) which are between a Customer and a Solution Provider.
3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
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  (a) use of, or inability to use, our site; or
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  (b) use of or reliance on any content displayed on our site.
4. In particular, we will not be liable for:
  
  (a)   loss of profits, sales, business, or revenue;
  
  (b)   business interruption;
  
  (c)   loss of anticipated savings;
  
  (d)   loss of business opportunity, goodwill or reputation; or
  
  (e)   any indirect or consequential loss or damage.
5. Our total liability to you in respect of loss or damage arising under or in connection with these terms (including in relation to contractual terms incorporated between us and you pursuant to clause 3.6), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed any S2U Fee paid in the 12 months prior to the liability arising in respect of any Contracts you were a party to.
6. References to liability in this clause 10 include every kind of liability arising under or in connection with your use of our site including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7. Nothing in this clause 10 shall limit the Customer's payment obligations under clause 6.1.
8. Nothing on our site shall constitute us giving any form of financial advice.
9. If you engage with a Customer or a Solution Provider through our site, we provide no warranty as to the qualifications or quality of such person. You are solely responsible for doing due diligence on such person and for taking any advice (including financial and legal advice) prior to entering into a Contract. A person appearing on our site as a Customer or Solution Provider is not an endorsement by us.
Insurance
1. The Solution Provider shall maintain in force during any Contracts full and comprehensive insurance policies to cover its obligations and liabilities under the Contracts.
2. The Solution Provider shall ensure that the insurance policies are taken out with reputable insurers and that the level of cover and other terms of insurance are acceptable to and agreed by the Customer, which unless agreed prior to each Contract or otherwise required by clause 11.1 shall be a minimum of £1,000,000 commercial general liability insurance cover, professional indemnity insurance cover and cyber insurance cover. For the avoidance of doubt, it is the Solution Provider’s responsibility to ensure that it has adequate and appropriate insurance cover above such minimum levels. Any other insurance policies that are required by the Customer shall have a minimum of £1,000,000 cover, unless a higher level of cover is required by the Customer.
3. The Solution Provider shall on request supply to the Customer and us copies of the insurance policies and evidence that the relevant premiums have been paid.
Termination
1. The Customer or the Solution Provider may terminate the Contract as provided for in the Conditions, or in the absence of agreement to the contrary, on either party giving the other four weeks’ prior written notice.
2. Without affecting any other right or remedy available to them, the Customer or the Solution Provider may terminate the Contract with immediate effect by giving written notice through our site to the other party if:
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  (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
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  (b) the other party has its access to our site suspended or terminated;
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  (c) the other party takes any step or action in connection with its bankruptcy, entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  
  (d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  
  (e) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3. Without affecting any other right or remedy available to it, the Solution Provider may terminate the Contract with immediate effect by giving written notice to the Customer through our site if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. Without affecting any other right or remedy available to it, the Solution Provider may suspend the supply of Services under the Contract or any other contract between the Customer and the Solution Provider if:
  
  (a) the Customer fails to pay any amount due under the Contract on the due date for payment;
  
  (b) the Customer becomes subject to any of the events listed in clause 12.2(d) or clause 12.2(e), or the Solution Provider reasonably believes that the Customer is about to become subject to any of them; and
  
  (c) the Solution Provider reasonably believes that the Customer is about to become subject to any of the events listed in clause 12.2(c).
Consequences of termination
1. On termination of the Contract the Customer shall immediately pay to the Solution Provider all of the Solution Provider's unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Solution Provider shall submit an invoice (calculated on a pro-rata basis), which shall be payable by the Customer immediately on receipt.
2. On termination of the Contract the Customer shall immediately pay all of our unpaid invoices and interest.
Interpretation of Contracts and relationship with these terms
1. The following clauses shall be incorporated into Contracts, unless otherwise varied by the Conditions:
  
  (a)   clause 1.1;
  
  (b)   clause 2;
  
  (c)   clause 4;
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  (d)   clause 5;
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  (e)   clause 6.3 to clause 6.7 (inclusive);
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  (f)    clause 6.16;
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  (g)   clause 7.2;
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  (h)   clause 11.2 and clause 11.3;
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  (i)    clause 12.1;
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  (j)   clause 13; and
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  (k) clause 15.1.
2. The following clauses shall be incorporated into Contracts, and shall override any provisions of the Conditions if there is inconsistency:
  
  (a)   clause 3.2 to clause 3.6 (inclusive);
  
  (b).   clause 6.8 and clause 6.11;
  
  (c).   clause 11.1;
  
  (d)   clause 12.2 to clause 12.4 (inclusive);
  
  (e)   clause 13;
  
  (f)   this clause 14;
  
  (g)   clause 15.3; and
  
  (h)   clause 15.4(c)to clause 15.4(e)(inclusive).
General
1. Confidentiality.
  (a) The Customers and the Services Providers undertake that they shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (including relating to any Project) or us, except as permitted by clause 15.1(b).
  
  (b)   The Customers and the Services Providers may disclose the other party our confidential information:
  
          (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under a Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15.1; and
  
         (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  
  (c) The Customers and the Services Providers shall not use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
2. Entire agreement.
  
  (a)   These terms and any documents referred to in them constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
  
  (b)   You acknowledge that in using our site you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
  
  (c)   Nothing in this clause shall limit or exclude any liability for fraud.
3. Variation of Contract. No variation of a Contract shall be effective unless it is made in writing (through our site) and confirmed by the Customer and the Solution Provider (or their authorised representatives).
4. Notices.
  
  (a)   Any notice or other communication given to us under or in connection with these terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at our registered office; or sent by email to support@s2u.global.
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  (b)   Any notice or other communication given by us under or in connection with these terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (inany other case); or sent by email to the email address specified in when you register to use our site.
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  (c)   Any notice or other communication given to a Customer by a Solution Provider or by a Solution Provider to a Customer under or in connection with a Project or a Contract shall be in writing and shall be delivered through our site.
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  (d)   Any notice or communication shall be deemed to have been received:
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          (i) if delivered by hand, at the time the notice is left at the proper address;
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          (ii)    if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
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          (iii) if sent by email, at 9.00 am on the first Business Day after posting; or
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          (iv) if sent through our site, at 9.00 am on the first Business Day after posting.
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  (e)   This clause 15.4 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
5. Third party rights. Unless they expressly state otherwise, these terms shall not give rise to any rights under the Contracts(Rights of Third Parties) Act 1999 to enforce any terms of them.
6. Governing law and jurisdiction. These terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

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