User Agreement


This Agreement was last modified on 1 October 2023.
This User Agreement describes the terms and conditions which you accept by using our Website or our Services. We have incorporated by reference some linked information.
In this User Agreement:

"Account" means the account associated with your email address.
"Buyer" means a User that purchases Seller Services or items from Sellers. A User may be both a Buyer and a Seller under this agreement.
"Dispute Resolution Process" means the process to be followed by Buyers and Sellers in accordance with the Dispute Resolution Services.
"CTLabs", "we", "our", "company" or "the company" or "us" means CTLabs Ltd.
"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.
"Seller" means a User that offers and provides services. A User may be both a Buyer and a Seller under this agreement.
"Seller Services" means all services provided by a Seller.
"Services" means all services provided by us to you.
"User", "you" or "your" means an individual who visits or uses the Website.
"Website" means the Website operated by CTLabs and available at: XX and any of its regional or other domains or properties, and any related CTLabs service, tool or application
1. Overview

By accessing the Website, you agree to the following terms with CTLabs.
We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website, without notice to you.
We may, from time to time, and without notice, change or add to the Website or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if any error occurs in the information on the Website or if that information is not current.

2. Scope

Before using the Website, you must read the whole User Agreement, the Website policies and all linked information.
You must read and accept all of the terms in, and linked to, this User Agreement, the Privacy Policy and all Website policies. By accepting this User Agreement as you access our Website, you agree that this User Agreement will apply whenever you use the Website, or when you use the tools we make available to interact with the Website. Some Websites may have additional or other terms that we provide to you when you use those services.
3. Eligibility

You will not use the Website if you:
  1. are not able to form legally binding contracts;
  2. are under the age of 18;
  3. are suspended from using the Website; or
  4. do not hold pass the KYC verification.
All free user accounts are associated with individuals. Login credentials should not be shared by users with others. The individual associated with the account will be held responsible for all actions taken by the account, without limitation.
Users may provide a business name or a company name, which is associated with the User's Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register any person or entity as a User.
You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.

4. Using CTLabs

While using the Website, you will not attempt to or otherwise do any of the following:
  1. infringe any laws, third party rights or our policies;
  2. circumvent or manipulate our fee structure, the billing process, or fees owed to CTLabs;
  3. post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
  4. take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);
  5. transfer your CTLabs account and Username to another party without our consent;
  6. distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
  7. distribute viruses or any other technologies that may harm CTLabs, the Website, or the interests or property of CTLabs users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
  8. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
  9. copy, modify or distribute rights or content from the Website or CTLabs’ copyrights and trademarks; or
  10. harvest or otherwise collect information about Users, including email addresses, without their consent.
5. Intellectual Property Rights Infringement

It is our policy to respond to clear notices of alleged intellectual property rights infringement. Our copyright policy is designed to make submitting notices of alleged infringement to us as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify.
6. Fees and Services

We charge fees for certain services, such as membership and account maintenance fee. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of fees, which we may change from time to time and will update by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post a temporary promotional event or new service on the Website, or as notified through promotional correspondence.
Unless otherwise stated, all fees are quoted in EUR.
7. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.
You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.
8. Payment Administration Agent

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate, affiliates, or any other third party to act as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf.
Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by CTLabs.
9. Promotion

We may display your company or business name, logo, images or other media as part of the CTLabs Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing.
10. Advertising

Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website.
We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by CTLabs or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.
11. Identity / Know Your Customer

You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your passport or driver's licence). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or CTLabs Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
We reserve the right to update your particulars on the website in order to match any identity documentation that has been provided. Disbursements such as wire transfers from the website may only be made to the beneficiary matching your provided identity documents and account information.
If you are not Verified by CTLabs you may not be able to withdraw funds from your CTLabs Account and/or top up your debit card, and other restrictions may apply.
12. Funds

You may have positive funds in your Account if you have received a payment for services to be provided to you via the Website.
Funds in your Account are held by us in our operating accounts held with financial institutions. Funds in your Account are not held separately by us, and may be commingled with our general operating funds, and/or funds of other User's Accounts.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
You acknowledge and agree that:
  1. we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
  2. to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
  3. we are not acting as a trustee or fiduciary with respect to such funds or payments;
  4. the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
  5. funds may only loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on the Website;
  6. we will hold funds in respect of the amount of your Account in an account held by us with a financial institution and such funds are not segregated into a separate account; and
  7. we may commingle your funds with funds of other Users and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.
13. Limits & Fraud Prevention

We reserve the right to suspend a User withdrawal or card top up request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
  1. we believe there may be an unacceptable level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
  2. we believe that the beneficiary of the payment is someone other than you;
  3. we believe that the payment is being made to a country where we do not offer our Service; or
  4. we are required to do so by law or applicable law enforcement agencies.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behaviour, while we investigate any such matter.
14. Withdrawals and Card Top Up

Your first withdrawal of funds earned may be delayed for up to fifteen days for security and fraud purposes.
Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies require a delay.
We may require you to be verified by CTLabs before you can withdraw funds from your Account, irrespective of whether or not a delay has been enforced.
You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know Your Customer policy, as outlined in the section on "Identity / Know Your Customer" sections of this agreement.
You can also top up your business debit card issued by CTLabs’ issuing partner.
Terms and conditions of your debit card are governed by the Cardholder Agreement with the card issuer.
15. Inactive Accounts

User Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User's profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, file storage, message transmission, general administrative matters and message and other storage costs.
We reserve the right to close an Inactive Account.
We reserve the right to close an account with nil or negative funds.
16. Right to Refuse Service

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
  1. if we determine that you have breached, or are acting in breach of this User Agreement;
  2. if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
  3. if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
  4. you do not respond to account verification requests;
  5. you do not complete account verification when requested within 5 business days of the date of request; or
  6. for other reasons.
If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to €3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to €3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
17. Disputes With Us

If a dispute arises between you and us, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by emailing us at disputes@ctlabs.io
For any claim, CTLabs may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If CTLabs elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that CTLabs will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against CTLabs must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, CTLabs may recover its legal fees and costs (including in-house lawyers and paralegals), provided that CTLabs has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, CTLabs will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
CTLabs’ failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
18. Survival and Release

This agreement supersedes any other agreement between you and CTLabs. If any part of this document is found to be unenforceable, that part will be limited to the minimum extent necessary so that this document will otherwise remain in full force and effect. Our failure to enforce any part of this document is not a waiver of any of our rights to later enforce that or any other part of this documents. We may assign any of our rights and obligations under this document from time to time.
19. Closing Your Account

You may close your Account at any time.
Account closure is subject to:
  1. not having any outstanding listings on the Website;
  2. resolving any outstanding matters (such as a suspension or restriction on your Account); and
  3. paying any outstanding fees or amounts owing on the Account.
We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.
20. Privacy

We use your information as described in the Privacy Policy. If you object to your information being transferred or used in this way then you must not use our services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business in this online marketplace. This may include on invoices and purchase orders including but not limited to between transacting parties, including those automatically generated on awarding, accepting and payment.
21. Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website.
In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.
22. Security

You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). We will not be liable for any loss or damage arising from unauthorised access of your account resulting from your failure to secure your password.
23. Notices

Legal notices will be served or to the email address you provide to CTLabs during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to CTLabs must be given by registered ordinary post.
24. Law and Forum for Legal Disputes

This Agreement will be governed in all respects by the laws of England and Wales. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and CTLabs irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
25. Severability

The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.
26. Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
27. No Waiver

Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
28. Communications

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
29. General

CTLabs Ltd is located at 124-128 City Road, EC1V 2NX, London, UK.
This Agreement contains the entire understanding and agreement between you and CTLabs.

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