Terms of Service (Expert)
Effective August 15, 2024.
Welcome and thank you for being a member of the GuideStack community.
GuideStack offers an online platform where IT experts may showcase their expertise, build a portfolio, and connect with potential clients who require individualized IT support. Here at GuideStack, we strive to provide all our users with a positive experience which means we have adopted a simple, transparent fee structure and reward experts for their engagement with the GuideStack community.
You are seeing this page because you are in the process of signing up to be an “Expert” on GuideStack. In order to submit your initial document for review and become an “Expert,” you must agree to the following terms and conditions (the “Expert Terms”). These Expert Terms contain important information, including an explanation of the fee-sharing structure, so please take a moment to review them because they are a binding agreement between you and GuideStack (“we,” “us” or “GuideStack”). Any reference to “GuideStack,” “we” or “us” will include GuideStack’s operating entity, Fujitsu Launchpad Limited. In the event of a conflict between these Expert Terms and the Fujitsu Launchpad Terms of Service or the GuideStack Service-Specific Terms regarding the subject matters addressed herein, these Expert Terms shall control.
Becoming a GuideStack Expert
In order to become an “Expert” on GuideStack, you will need to complete our expert onboarding process which includes agreeing to these Expert Terms, submitting a written article or guide for publication on GuideStack, and completing the onboarding processes required by our third-party scheduling and payment service providers. You will only be designated as an “Expert” on GuideStack (an “Expert”) and receive the “Expert” badge next to your name after you have completed onboarding.
What to Expect as an Expert
As an Expert, you will be able to submit written articles, guides, or other types of documentation on various IT tools and technologies to GuideStack for review and publication, interact with users by commenting and responding to questions or discussion threads, and accept 1-on-1 consultation session bookings from GuideStack users (collectively, the “Services”). As a matter of policy and to ensure a positive experience for our users, we review all articles submitted to us for accuracy, appropriateness, and readability, including things like spelling and grammar. We will also review all submitted articles for plagiarism. We will not publish plagiarized content and all plagiarized content will be immediately removed from GuideStack. Further, we reserve the right to suspend or delete the account of any Expert who submits plagiarized content.
All article submissions will be reviewed by members of our admin team. While we try to complete our review within a reasonable time, we take the review process very seriously and in some cases, may require more time to complete the process. Once the review is completed, you will receive an email notification from our team notifying you whether your article has been selected for publication. If your article was not selected, the notification email will also include feedback from our admin team stating the reasons why it was not selected.
As an Expert, your GuideStack profile will be publicly available. This means that any user of GuideStack can view your name, profile photo, and the information listed on your profile. GuideStack users will also have the option to book 1-on-1 consultation sessions with you for a flat fee. If you do not wish to conduct 1-on-1 consultation sessions, you may disable this function from your profile.
We expect all Experts to act in a professional manner and we reserve the right to rescind your status as an Expert for any reason at any time if you have breached these Expert Terms, if we discover that you have misrepresented your qualifications, or if we deem, in our sole discretion, that you do not have the expertise required to be an Expert.
Payment and Fees
On GuideStack, users pay a flat fee of US$109 (the “Session Fee”) for a one-hour consultation session (“Session”). Once you complete a Session with the client, you will be requested to mark the Session as “complete” and submit a summary of the Session as well as any feedback.
After completion of a Session, we will charge the Client’s credit card on file for the full amount of the Session Fee. The Session Fee will be deposited with our third-party payment processing service provider and a platform fee of US$16.35 (the “Platform Fee”) will be deducted from the Session Fee before the remainder is distributed to you. We expect that you will receive a fee of US$92.65 for each properly completed Session. You acknowledge and agree that the Platform Fee constitutes reasonable and fair payment to us for our costs in operating and maintaining the GuideStack platform. You agree that we are authorized to deduct the Platform Fee from the Session Fee and you have no claims whatsoever to the Platform Fee in any circumstances.
Fees for completed Sessions will be distributed to you within two weeks of “successful completion” of a Session, which means a session that has been marked as completed and all post-Session summaries and feedback have been submitted. We will bear all processing fees and costs charged by our third-party payment processing service provider for any transfers to you. If you delete your GuideStack account, cease to be an Expert, or if your GuideStack account is suspended or deleted (a “Termination Event”), all outstanding amounts will be distributed to you within 30 days of the Termination Event.
You must set up an account with our third-party payment processing service provider in order to become an Expert. This is because if you are unable to complete the required onboarding process and set up an account with our third-party payment processing service provider, you will not be able to receive any payment. You may not be able to set up an account because you are situated in countries that are subject to economic sanctions or in regions not supported by our third-party payment processing service provider.
We are not a financial institution or payment processor, and we do not hold or process any Session Fees or other fees received from users. All payment is processed by, and all payment information is stored and managed by our third-party payment processing service provider in accordance with our Privacy Policy.
Your Relationship with GuideStack
The Expert Terms, together with our general Terms of Service, Privacy Policy and GuideStack Service-Specific Terms, contain the entire understanding between you and us with respect to the Services and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to this subject matter.
You agree that you are an independent contractor and in no event will you be considered an agent or employee of GuideStack, FLP, or their Affiliates for any purpose and you will have no authority to enter into contracts that bind us or our Affiliates or create any obligation on our or our Affiliates’ part without our prior written consent. We do not and will not control or direct the manner or means by which you perform the Services except that by being a member of the GuideStack community, you must comply with our general Terms of Service and Privacy Policy. You agree that you will furnish, at your own expense, all materials, equipment, and other resources necessary to perform the Service and we are not liable to reimburse you for any cost or expense you may incur in performing the Services. The details of the method and manner for the performance of the Services will be under your own control and you will be solely responsible for supervising, controlling, and directing any employees, contractors, or subcontractors hired or retained by you.
An “Affiliate” of ours means Fujitsu Limited and any other legal entity directly or indirectly controlled by, or under common control with, Fujitsu Limited. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.
Leaving GuideStack
If you no longer wish to be an Expert and wish to delete your account, you can do this at any time by contacting our support team at [email protected] or by submitting a support ticket here. Once you delete your account, all your profile information will be deleted from GuideStack, you will no longer have access to your consulting session history, and all the content posted by you on GuideStack using the deleted account will no longer be attributed to this account. Once deleted, you will not be able to recover your account so please take care not to accidentally delete your account. If you wish to rejoin GuideStack after deleting your account, you will need to create a new account and complete the onboarding process again, including submitting an article for review and publication. After you delete your account, there may be some instances where your name and profile may still be viewable by users. For example, users who have booked a consultation session with you will see your name and picture in their booking history. If you wish to completely remove all your information from GuideStack, including from users’ booking history, please contact our support team.
Ownership
You agree that all rights, titles, and interest in and to the results and proceeds of the Services, including but not limited to the articles submitted to and published on GuideStack, the written comments and responses posted on GuideStack by you and all other copyrightable material, solely or in collaboration with others, arising out of, or in connection with, performing the Services (collectively, “Work Product”), and all copyrights or other intellectual property rights relating to the foregoing (collectively, “Intellectual Property Rights”), shall be owned exclusively by us.
If the Work Product incorporates any of your intellectual property in existence before you became an Expert, you hereby grant us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such intellectual property, without restriction, including, without limitation, as part of or in connection with such Work Product, and to practice any method related thereto.
Any assignment to us of the Work Product includes all rights of attribution, paternity, integrity, modification, disclosure, and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
Expert Warranties
By acting as an Expert, you acknowledge that you are playing an important role in the GuideStack community. You represent and warrant that:
- you are not a party to any agreements, relationships, or commitments to any other person or entity that conflict with you acting as an Expert, and/or your ability to perform the Services;
- you have the required skill, experience, and qualifications to perform the Services and you shall perform the Services with the highest standards of professionalism, adhering to industry best practices, and in compliance with all applicable laws and regulations.
- that all Work Product is your original work (except for materials in the public domain or provided by us) and does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity, and that we will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind.
Obligations of Experts
Confidentiality
So long as you are an Expert, you agree that you will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information. You agree that you will not use the Confidential Information for any purpose other than as necessary to serve as an Expert and will not disclose Confidential Information to any third party without our prior written consent. Specifically, you agree that you must not use any Confidential Information gained during consultation sessions with a user for purposes other than to provide Services to such user. You agree that no ownership of Confidential Information is conveyed to you as part of your association with us or GuideStack and without limiting the foregoing, you will not use or disclose any of our property, intellectual property rights, trade secrets, or other proprietary know-how to develop or design, or otherwise enable others to develop or design identical or substantially similar services as GuideStack. Further, you agree that you will not improperly disclose to us any proprietary information or trade secrets of any third party to whom you have an obligation of confidentiality unless you have received the written consent of such third party.
“Confidential Information” means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research or development, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the products or services and markets therefor, customer lists, software, designs, marketing, finances, and other business information of ours, our Affiliates or other users. Any Confidential Information that is accessed or developed in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. Notwithstanding the foregoing, Confidential Information does not include any such information that you can establish (i) was publicly known or made generally available before the time of disclosure to you; (ii) becomes publicly known or made generally available after disclosure to you through no wrongful action or inaction of yours; or (iii) is in the rightful possession of you, without confidentiality obligations, at the time of disclosure as shown by your then-contemporaneous written records.
Non-disparagement
To the fullest extent permitted under applicable law, you agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize our business reputation, practices, or conduct, or those of our employees, directors, or officers. You acknowledge and agree that this non-disparagement provision is a material term of the Expert Terms.
Indemnification
You agree to indemnify us and our Affiliates and our officers, directors, employees, agents, successors, and assigns from and against any and all losses, claims, or expenses of whatever kind (including reasonable attorneys’ fees) (“Losses”) arising out of (i) your negligence, willful misconduct or breach of these Expert Terms, (ii) any claim of a third party in connection with any bodily injury, death, or damage to real or tangible, personal property resulting from your negligence or willful misconduct in performing the Services, (iii) any claim of a third party arising out of or occurring in connection with your failure to properly pay any compensation, fees, or employee benefits or taxes, and (iv) any claim that any of the Services or Work Product delivered by you infringes on the intellectual property rights of a third party.
Our Warranties and Disclaimer
You acknowledge and agree that GuideStack is merely a platform that enables Users to interact with one another and we do not provide matching or referral services. By becoming an Expert, you will have the opportunity to publish articles and guides on GuideStack and provide consultation services to other GuideStack users, however, we do not guarantee that you will be able to make a profit or acquire clients by becoming an Expert.
WE WILL NOT BE LIABLE FOR PENALTIES OR LIQUIDATED DAMAGES OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) REGARDLESS OF WHETHER ANY SUCH LOSSES OR DAMAGES ARE CHARACTERIZED AS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR IF SUCH LOSSES OR DAMAGES ARE FORESEEABLE. OUR TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE EXPERT TERMS IS LIMITED TO US$100. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION OR EXCLUSION OF LIABILITY, SUCH LIMITATION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Changes to Expert Terms
We reserve the right to update these Expert Terms at any time for any reason in our sole discretion. Any time we make changes to these Expert Terms, including if we make any change to the fee-structuring structure, we will provide you with reasonable advance notice of the revisions before the effective date of the revised Expert Terms. Once the revised Expert Terms are effective, the next time you log in to your GuideStack account, you will be asked to agree to the revised Expert Terms.
