Terms of Use

(Last updated: 9 May 2022)

PART ONE – INTRODUCTION

1           Introduction

1.1       Welcome to our Website which is owned and operated by us (as defined below) and our related bodies corporate.

1.2       These Freelancing Terms, consist of:

1.2.1   Part One – Introduction

1.2.2   Part Two – Website Terms of Use;

1.2.3   Part Three – Services Terms;

1.2.4   Part Four – Subscription Terms;

1.2.5   Part Five – General Terms;

1.3       These Freelancing Terms govern your access to and use of this Website, including any:

1.3.1   analysis, software, database, information, content or materials that are located on, form part of or available through or in connection with this Website (the ‘Website Material’); and 

1.3.2   the services provided through or in connection with the Website (‘Services’).

1.4       The provision of our Subscription Services are primarily governed by Part Four (Subscription Terms) but the other Parts of these Freelancing Terms do apply to the Subscription Services. Where there is any conflict or inconsistency between Part Four (Subscription Terms) and the other Parts of these Freelancing Terms in relation to the provision of the Subscription Services, the provisions of Part Four (Subscription Services) shall take priority to the extent of the conflict or inconsistency.

1.5       By accessing or using this Website or receiving the Services, you agree to these Freelancing Terms. If you do not agree to these Freelancing Terms, you must immediately cease using this Website and the Services.

1.6       By accessing this Website or using the Services, you acknowledge and agree that your personal information be collected, processed, used and disclosed in accordance with the Privacy Policy.

2           Australia

2.1       Where you are accessing this Website in Australia, the Freelancing Terms should be read using the following terminology:

“&Friends Payroll Affiliate” Cavalry Payroll Pty Ltd (ACN 639 000 801)
“Client Sourcing Fee” AUD400
“consumer law” Schedule 2 – the Australian Consumer Law of the Competition and Consumer Act 2010 (Cth)
“Contact Address”

Address: 23b Woodbine St, North Balgowlah, 2093

Telephone: 1300 162 140

E-mail: contact@andfriends.world

“Exclusive Jurisdiction” the jurisdiction of the courts of New South Wales, Australia.
“Governing Law” the laws of New South Wales, Australia.
“local currency” Australian dollars.
“Our”, “Us” or “We” Cavalry Freelancing Pty Ltd (ACN 616 915 667) and its related bodies corporate
“Privacy Policy” https://andfriends.world/privacy-policy
“Relevant Insurances”

(a)            employer’s workers compensation insurance with a minimum limit as specified under the applicable laws;

(b)            professional indemnity insurance with a minimum limit of twenty million dollars ($20,000,000); and

(c)            public liability insurance with a minimum limit of twenty million dollars ($20,000,000).

“retirement contributions” any superannuation payments or contributions required under Australian or Australian state law.
“Website” https://andfriends.world/
“You” is a reference ‘Client’ or ‘Freelancer’ depending on whether the Freelancing Services are being accessed by a Client or Freelancer.

2.2       &FRIENDS is currently only open to residents of Australia, Singapore, New Zealand and companies that are registered businesses in Australia, Singapore and New Zealand. &FRIENDS does not support companies or freelancers that reside in the EU.

3           United Kingdom

3.1       Where you are accessing this Website in the United Kingdom, the Freelancing Terms should be read using the following terminology:

“&Friends Payroll Affiliate” &FRIENDS Payroll UK Limited (Company Number: 13873404)
“Client Sourcing Fee” £250
“consumer law” the Consumer Rights Act 2015 and other associated consumer legislation applicable in England and Wales.
“Contact Address”

Address: One Mark Square, Shoreditch, London, EC2A 4EG.

Email: our website contact form at https://andfriends.world/

“Exclusive Jurisdiction” the jurisdiction of the courts of England and Wales.
“Governing Law” the laws of England and Wales
“local currency” Great British Pounds.
“Our”, “Us” or “We” Mr White & Friends Ltd (Company Number 10595248) and its related bodies corporate.
“Privacy Policy” https://andfriends.world/privacy-policy
“Relevant Insurances”

(a)            employer’s liability insurance with a minimum limit of five million pounds (£5,000,000);

(b)            professional indemnity insurance with a minimum limit of five million pounds (£5,000,000); and

(c)            public liability insurance with a minimum limit of ten million pounds(£10,000,000).

“retirement contributions” any pension payments or contributions required under the laws applying in the United Kingdom.
“Website” https://andfriends.world/
“You” is a reference ‘Client’ or ‘Freelancer’ depending on whether the Freelancing Services are being accessed by a Client or Freelancer.

3.2       & Friends is currently only open to residents of any country and companies that are registered businesses in the UK.

PART TWO – Website Terms of Use

1           Different types of Users

1.1       Subject to these Freelancing Terms, any person may be able to access or use certain sections of this Website via the internet without registering with or disclosing any personally identifying information to us (an ‘Unregistered User’).

1.2       To make full use of the functionality of this Website, you will need to register with us. There are two different types of registration (collectively referred to as ‘Registered Users’), namely, registration for: (i) Freelancers; and (ii) Clients. In limited circumstances a Freelancer may also be a Client (and vice versa).

1.3       Our Website is only open to residents and companies that are registered in specific countries, on the basis set out in Part 1 (Introduction) of these Freelancing Terms.

1.4       We may refuse any request for registration in its sole discretion and without providing reasons.

1.5       Unregistered Users and Registered Users are referred to collectively in these Freelancing Terms as ‘Users’. We may make varying levels of functionality available to different Users, depending on whether they are Unregistered Users or Registered Users, and depending also on the type of registration.

2           Registration

2.1       If you wish to become a Registered User, you must provide us with certain true and correct information about yourself (the ‘User Registration Information’), as requested by the relevant registration page on this Website. User Registration Information requested by us may include, but is not necessarily limited to:

2.1.1      your full name and prefix (e.g. Mr or Mrs), so that we can identify you;

2.1.2      your photograph/s;

2.1.3      your primary telephone number, so that we can contact you if there is a problem your postal address (business and/or home);

2.1.4      your email address, so that we can correspond with you electronically and administer your account (e.g. password resets);

2.1.5      credit card and account details;

2.1.6      details of the company you represent and enter into the Website on behalf of (e.g. company name, address and contact details) and the title of your position at that company.

2.2       You must promptly notify and update us if any of your User Registration Information is erroneous or changes from time to time. By providing your contact details, you are deemed to agree to us contacting you via such means.

3           Use of the Website Material

The Website Material is provided to you as a general guide only and must not be relied on by you or any other person as a substitute for appropriate professional and other advice tailored to your specific circumstances. We grant you a revocable, non-exclusive, non-transferable, non- sublicensable, personal licence to download and use the Website Material solely for your own internal business purposes and in accordance with these Freelancing Terms.

4           Intellectual Property Rights Generally

All intellectual property rights (including copyright, database rights and trade mark rights) subsisting in, relating to or arising out of, this Website, the Website Material or the Services are owned by and vest in us (or our licensors). You acknowledge and agree these Freelancing Terms do not transfer any right, title or interest in our (or our licensors’) intellectual property rights to you.

5           Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by us as soon as possible after any changes.

6           Submitted Materials

6.1       This Website may allow Users to submit or post information, content and materials (‘User Material’) to this Website and/or us, for access and use by other Users and/or us.

6.2       References in these Freelancing Terms to ‘User Material’ do not include any User Registration Information, which is treated separately to User Material. We do not necessarily review User Material submitted by Users and is not responsible for the form, content or accuracy of any User Material. Users should undertake their own due diligence to verify the accuracy of User Material.

6.3       If you choose to submit or post User Material, you must own or have the right to submit or post that User Material and it must not:

6.3.1      infringe any intellectual property right (including copyright, database right or trade mark right) of any person or be in breach of any legal duty owed to any person, such as a contractual duty or a duty of confidence;

6.3.2      deceive or be likely to deceive any person;

6.3.3      be used to impersonate any person (including us or our representatives) or to misrepresent your identity or affiliation with any person; or

6.3.4      be illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, encourage conduct that would be considered a criminal offence, give rise to civil liability, violate any law or be otherwise inappropriate.

6.4       You agree that we may:

6.4.1      edit or delete your User Material;

6.4.2      link your User Material to other material, including User Material submitted by other Users or material created by us and/or other third parties;

6.4.3      use your User Material for its business purposes, including to promote, market or advertise this Website and ourselves; and

6.4.4      directly or indirectly commercially benefit from your User Material.

6.5       We do not claim any ownership rights in your User Material, however, by submitting User Material you hereby grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty- free, to copy, modify, disclose, communicate to the public and otherwise use that User Material.

6.6       We may, in our sole discretion, remove any User Material posted by a User for any reason.

7           Prohibited activities

7.1       You must not use this Website if you are aged under 18 years of age.

7.2       You must not submit, post, upload, email or otherwise send or transmit to this Website, us or any User anything that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly to this Website. You must not interfere with this Website or the servers or networks underlying or connected to this Website or violate any of the procedures, policies or regulations of this Website or any networks connected to this Website. You must not impersonate any other person while using this Website, conduct yourself in an offensive manner while using this Website, or use this Website for any illegal, immoral or harmful purpose.

8           Confidentiality of user name and password

If you are a Registered User, you must not disclose your login user name or password for this Website to any other person. If such disclosure has or you believe that such disclosure may have occurred (whether intentionally or accidentally), then you must immediately inform us. To the extent that the functionality of this Website does not already require Users to do so, you must change your password regularly.

9           Cessation of services

We may (with or without notice to you) modify, restrict, prevent or withdraw your access to or use of this Website for any reason whatsoever or for no reason, including where we believe that you are in breach of these Freelancing Terms or other agreements or written guidelines you agree with us. Except for refundable fees you have advanced to us (if any), we are not liable to you for any modification or discontinuance of any of our Services and/or the Website.

10         Indemnity by you

10.1     You hereby indemnify us and agree to hold us harmless (including our officers, employees and representatives) against all losses, liabilities and costs (including legal expenses) sustained, incurred or suffered by us (or our officers, employees or representatives) that arise directly or indirectly out of or in connection with:

10.1.1    your breach of these Freelancing Terms or any other terms between us;

10.1.2    your use of the Website or the Services;

10.1.3    your negligence;

10.1.4    your violation of the rights of any third party;

10.1.5    any violation by you of any laws; or

10.1.6    a claim by another User or third party regarding your act or omission.

11         Other websites

11.1     We are not responsible for the policies and practices of internet websites operated by persons other than us, even if you:

11.1.1    access them using links on this Website; or

11.1.2    are directed or link to this Website using links on such websites, and we recommend that you carefully review the terms and conditions of use and privacy policy of every internet website you access or use.

12         Changes to this Website

We may, from time to time and with or without notice to you, make changes to this Website.

13         Availability of this Website

13.1     This Website, the Website Material and the Services are provided on an ‘as available’ basis and we are not liable if this Website, the Website Material or the Services are unavailable for any period. We may, from time to time and with or without notice to you, temporarily suspend access to this Website, the Website Material and/or the Services or indefinitely close down this Website at any time.

13.2     We do not represent, warrant or undertake that this Website, the Website Material or the Services will be error, defect, ‘bug’ or ‘virus’ free.

14         Accuracy of this Website

This Website, the Website Material and the Services are provided on an ‘as is’ basis and we make no representations, warranties or undertakings with respect to this Website, the Website Material or the Services, including as to the currency, accuracy or completeness of this Website, the Website Material or the Services.

15         Data scraping/mining

You must not engage in, or authorise any third party to engage in, any process of data scraping or data mining in relation to this Website or any content, information or materials contained on this Website. You must only use the content, information and materials contained on this Website for the purposes of the Services.

16         Disclaimer

16.1     You use the Website and the Services solely at your own risk. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Services or verify the identity of our users.

16.2     Except to the extent that the same may not be excluded or limited as a matter of applicable law, we exclude all implied representations, warranties, guarantees, terms and conditions of any kind whatsoever (whether implied by common law, statute or otherwise) to the fullest extent permitted by applicable law (including any implied representations, warranties, guarantees, terms or conditions that this Website, the Website Material or the Services are of satisfactory quality or fit for their purpose).

16.3     We have no obligation to any User to assist or involve itself in any way in any dispute between Users.

17         Authority

Each User represents and warrants that it has the authority to act on behalf of, and bind, any organisation that it represents.

PART 3 – SERVICE TERMS

1           Services Terms

1.1       We provide services (‘Facilitation Services’) through this Website to assist Client and Freelancers as described in this paragraphparagraph.

1.2       We provide Facilitation Services to companies or businesses (‘Clients’) who are looking to engage freelancers (‘Freelancers’) to provide certain services to those Clients to:

1.2.1      conduct a search process for Freelancers, including advertising and recruitment services when requested by the Client;

1.2.2      interact or engage with Freelancers in respect of the services to be provided; and

1.2.3      collaborate with Freelancers on Projects (defined below).

1.3       We provide Facilitation Services to Freelancers seeking to offer services to Clients to interact with, be engaged by and provide services to Clients, including collaborating with Freelancers on Projects (‘Freelancing Services’).

1.4       The nature of the services provided by Freelancers will depend on the requirements of a Client, but may include projects, conference calls, face-to-face meetings, project and assignment work, speaking engagements or other deliverables, research, advisory services or other professional work (a ‘Project’).

2           Engagement models

Through the Website, Clients may engage Freelancers under one of the following engagement models:

2.1       Contractor Engagement Model

2.1.1      Client engages the Freelancer as a contractor. Client enters into an agreement directly with the Freelancer for the Freelancing Services, and the terms of the contract for the Freelancing Services are exclusively between the Client and the Freelancer (‘Contractor Engagement Service’).

2.1.2      For any Contractor Engagement Service, we will provide a financing function (‘Financing Function’), in accordance with which we will pay invoices raised by a Freelancer for the performance of Contractor Engagement Services on behalf of the Client. We will then seek reimbursement from the Client for the invoice paid, together with an agreed fee (‘Financing Function Fee’).

2.1.3      The provision of the Financing Function does not, and is not intended to create a partnership, joint venture, agency or employment relationship with either the Client or any Freelancers whose invoices are paid using the Financing Function.

2.1.4      In providing the Financing Function, we make no representation as to, and accept no liability for, the quality, outcome or result of the Services, or the acts or omissions of Freelancers or Clients.

2.2       Company Payroll Model

Client engages the Freelancer as an employee. Client enters into an agreement directly with the Freelancer for the Freelancing Services, and the terms of the employment for the Freelancing Services are exclusively between the Client and the Freelancer.

2.3       &FRIENDS Payroll Model

2.3.1      &FRIENDS Payroll Affiliate engages the Freelancer as an employee for the Freelancing Services to work under the Client’s day to day direction under these Freelancing Terms and their employment agreement with &FRIENDS Payroll Affiliate.

2.3.2      The Client is responsible for ensuring the suitability of the Freelancer and for conducting screening, including background checking and verifying the Freelancer’s working rights and restrictions. We may assist the Client with conducting screening for additional fees.

2.3.3      If you select &FRIENDS Payroll Model, you will be entering into these Freelancing Terms with &FRIENDS Payroll Affiliate, and all references to us in these Freelancing Terms are replaced with &FRIENDS Payroll Affiliate.

2.3.4      &FRIENDS Payroll Affiliate holds the Relevant Insurances in relation to the Freelancing Services under &FRIENDS Payroll Model.

2.3.5.     The client is responsible for ensuring that all obligations under appropriate Occupational Health and Safety legislation are satisfied. In Australia this includes but is not limited to the preventative measures outlined in the WorkCover New South Wales or WorkCover Victoria, depending on the company’s location. In the United Kingdom this includes but is not limited to the preventative measures outlined in The Health and Safety at Work Act.

3           Outcome of the Services

3.1       You acknowledge and agree that this Website’s function is to connect Freelancers with Clients and that this Website does not offer an ‘end to end’ solution. Freelancers and Clients will need to undertake the necessary work to progress, finalise and perform their engagement/s themselves. We recommend that Freelancers and Clients each seek their own independent legal and professional advice before entering into any agreement with each other, or with us. Freelancers and Clients should also independently verify the identity and suitability of, and information about, the other party before entering into any binding agreement.

3.2       Contractor Engagement Model and Company Payroll Model

Under the Contractor Engagement Model and Company Payroll Models, we provide a platform for enabling Freelancers and Clients to interact, and enter into a direct arrangement, with each other. We make no representation or warranty as to, and accepts no liability for, the quality, outcome or result of the Services, or the acts or omissions of Freelancers or Clients in obtaining or providing those Services. Freelancers and Clients release us from any claim, allegation, debt, cause of action, liability, proceeding or demand of any nature however it arises and whether it is present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute or otherwise in connection with the Services.

3.3       &FRIENDS Payroll Model

Under &FRIENDS Payroll Model, we provide to the Client the Freelancer to work under the Client’s day to day direction. Our responsibility is limited to arranging for the Freelancer to be available to the Client. The Client is responsible for verifying the skills, experience and other information shared by the Freelancer with the Client, including information posted on the Website from time to time. Freelancers and Clients acknowledge and agree that we make no representation or warranty as to, and accepts no liability for, the quality, outcome or result of the Services, or the acts or omissions of Freelancers or Clients in obtaining or providing those Services. To the extent permitted by law, Freelancers and Clients  release us from any claim, allegation, debt, cause of action, liability, proceeding or demand of any nature however it arises and whether it is present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute or otherwise in connection with the Services.

4           Intellectual Property in Projects

Some of the Projects will allow or require the Freelancer to provide deliverables or content to the Client (‘Freelancer Content’).

4.1       Contractor Engagement Model and Company Payroll Models

4.1.1      in relation to the Contractor Engagement Model and Company Payroll Models, unless otherwise agreed between the Freelancer and the Client in writing, the Client will be entitled to ownership of all intellectual property rights in the Freelancer Content.

4.1.2      in the absence of any specific written agreement between the Freelancer and the Client, the Freelancer hereby assigns all intellectual property rights in the Freelancer Content to the Client on and from creation and must do all things necessary to give effect to the Client’s ownership of intellectual property rights in the Freelancer Content. Any request by a Freelancer to retain any of the intellectual property rights in the Freelancer Content are to be communicated to the Client prior to the Freelancer commencing any Project with the Client.

4.2       &FRIENDS Payroll Model

4.2.1      In relation to &FRIENDS Payroll Model, the Freelancer hereby assigns to us all intellectual property rights in the Freelancer Content, on and from creation.

4.2.2      Unless otherwise agreed between us and the Client in writing:

(a)            the Client will be entitled to ownership of all intellectual property rights in the Freelancer Content; and

(b)            we hereby assign such rights to the Client on and from creation and must do all things necessary to give effect to the Client’s ownership of intellectual property rights in the Freelancer Content. This requirement is to be communicated to the Freelancer prior to the Freelancer commencing any Project with the Client.

4.2.3      We are not responsible for any Freelancer’s or Client’s use of or misappropriation of any intellectual property rights, regardless of whether it occurs in the course of the Freelancer providing services under these Freelancing Terms or in the use of its Client’s website, including any blog or social media sites such as LinkedIn, Facebook or Twitter. Except as otherwise specified in these Freelancing Terms, any agreements or disputes regarding intellectual property rights in Freelancer Content shall exclusively be between the Freelancer and the Client.

5           Fees

5.1       It is free to be registered on our Website as a Client or a Freelancer. For Clients, there are no fees connected to building a roster, messaging Freelancers or managing invoices. Freelancers are not charged any fee for the use of any aspect of the Website.

5.2       As between Clients and Freelancers, the rates for the Freelancing Services will be agreed by the Client and Freelancer, through the Website (‘Agreed Rate’).

5.3       Contractor Engagement Model

5.3.1      Under the Contractor Engagement Model, and unless otherwise agreed, with us, we will provide the Financing Function for the Contractor Engagement Services.

5.3.2      We charge Clients a combined rate of 20% of the Freelancing Services Fee (15% of which is for the Facilitation Service (‘Facilitation Fee’) and 5% of which is for the for the Financing Services (‘Financing Function Fee’)). This is in addition to the Freelancing Services Fee.

5.3.3      We charge Clients who have sourced their own Freelancer the greater of the Client Sourcing Fee or a rate of 5% of the Freelancing Services Fee for the Financing Services.  This is in addition to the Freelancing Services Fee.

5.3.4      The Client must pay the charges to us within 30 days of the date of the invoice.

5.3.5      In addition to the above fees, for payment between 31 days and 60 days from the date of the invoice, we charge an additional 3.5% of the Freelancing Services Fee for the Finance Function, increasing the overall fee to 10.5%.

5.3.6      If the client does not pay the invoice within payment terms outlined on the supplied invoice, we will issue a revision of the invoice including increased fees including:

(a)            If the invoice payment terms is 30 days and the Client has not paid for over 30 days, we charge an additional 5% of the Freelancing Services Fee for the Finance Function;

(b)            If the invoice payment terms is 30 days and the Client has not paid within the first 60 days, we charge an additional 7.5% of the Freelancing Services Fee for the Finance Function;

(c)            If the invoice payment terms is 30 days and the Client has not paid within the first 90 days, we charge an additional 10% of the Freelancing Services Fee for the Finance Function;

(d)            If the invoice payment terms is 60 days and the Client has not paid within the first 60 days, we charge an additional 5% of the Freelancing Services Fee for the Finance Function;

(e)            If the invoice payment terms is 60 days and the Client has not paid within the first 90 days, we charge an additional 7.5% of the Freelancing Services Fee for the Finance Function;

5.3.7      We may agree with the Client a discounted Facilitation Fee for an agreed period based on either:

(a)            a committed spend on our fees during the same 12 month period; or

(b)            exclusivity on the placement of roles.

5.3.8      Despite the above, no Facilitation Fees apply to Freelancers that the Client has added to their roster prior to those Freelancers being registered on the Website or presented in a Gig Search result on the Website (‘Company Sourced Freelancers’).

5.4       Company Payroll Model

5.4.1      Under the Company Payroll Model, the Client pays the fees for the Freelancing Services (‘Freelancing Services Fee’) in accordance with the Agreed Rate directly to the Freelancer.

5.4.2      We charge Clients a rate of 15% of the Freelancing Services Fee for the Facilitation Services (‘Facilitation Fee’). This is in addition to the Freelancing Services Fee.

5.5       &FRIENDS Payroll Model

5.5.1      Under the &FRIENDS Payroll Model, we charge Clients who source freelancers from the Website a combined rate of 22% of the Freelancing Services Fee (15% of which is for the Facilitation Services and 7% of which is for services relating to payroll (‘Payroll Services’). This is in addition to the Freelancing Services Fee.

5.5.2      We charge Clients who have sourced their own Freelancer the greater of the Client Sourcing Fee or a rate of 7% of the Freelancing Services Fee for &FRIENDS Payroll Services. This is in addition to the Freelancing Services Fee.

5.5.3      Within Australia, Payroll tax is not included within &FRIEND fees and is added separately to the invoice as a ‘Payroll Tax charge through rate’. The Payroll tax charge through rate is calculated to cover the payroll tax that &FRIENDS will incur directly because of &FRIENDS Payroll customer engagements. The Payroll Tax charge through rate is 3.5%.

5.5.4      The Client must pay the charges to us within 30 days of the date of the invoice.

5.5.5      In addition to the above fees, for payment between 31 days and 60 days from the date of the invoice, we charge an additional 3.5% of the Freelancing Services Fee for the &FRIENDS Payroll Services, increasing the overall fee to 10.5%. For payment terms greater than 60 days, a case by case fee will be agreed.

5.5.6      If the Client does not pay the invoice within payment terms outlined on the supplied invoice, we will issue a revision of the invoice including increased fees including:

(a)            If the invoice payment terms is 30 days and the Client has not paid for over 30 days, we charge an additional 5% of the Freelancing Services Fee for the &FRIENDS Payroll Services;

(b)            If the invoice payment terms is 30 days and the Client has not paid within the first 60 days, we charge an additional 7.5% of the Freelancing Services Fee for the &FRIENDS Payroll Services;

(c)            If the invoice payment terms is 30 days and the Client has not paid within the first 90 days, we charge an additional 10% of the Freelancing Services Fee for the &FRIENDS Payroll Services;

(d)            If the invoice payment terms is 60 days and the Client has not paid within the first 60 days, we charge an additional 5% of the Freelancing Services Fee for the &FRIENDS Payroll Services;

(e)            If the invoice payment terms is 60 days and the Client has not paid within the first 90 days, we charge an additional 7.5% of the Freelancing Services Fee for the &FRIENDS Payroll Services;

5.5.7      We may agree with the Client a discounted Facilitation Fee for an agreed period based on either:

(a)            a committed spend on our fees during the same 12 month period; or

(b)            exclusivity on the placement of roles.

5.5.8      Despite the above, no Facilitation Fees apply to Freelancers that the Client has added to their roster prior to those Freelancers being registered on the Website or presented in a Gig Search result on the Website (‘Company Sourced Freelancers’).

6           Invoicing & Payments Process

6.1       Contractor Engagement Model

6.1.1      The provisions of paragraphs 6.1.2 to 6.1.5 shall apply to invoicing arrangements in Australia and not the United Kingdom.

6.1.2      The Freelancer invoices the Client directly using the invoice feature on the &FRIENDS Website for the Freelancing Services.

6.1.3      &FRIENDS invoices Client separately for the Facilitation Services.

6.1.4      In relation to the invoice issued by the Freelancer:

(a)            The Freelancer is responsible for creating and sending invoices to the Client through the Website. If the Freelancer charges the Client a daily rate or is engaged on a day-to-day basis, the Freelancer must include in the invoice the number of days worked. If the Freelancer is engaged on a “fixed price” basis, the Freelancer must include in the invoice the total fees payable, a breakdown of the fees and any payment milestones or payment schedules.

(b)            The Freelancer is required to include in the invoice any project variations or adjustments that may change the final invoice fee (e.g. expenses, sick leave, half days, non-billable time, overtime where agreed to be chargeable).

(c)            The Freelancer is responsible for setting their own payment terms with the Client and representing them on their invoices. While the &FRIENDS website adds 14 days payment terms by default to every Freelancer invoice, this can be edited.

(d)            The invoice will then be sent by &FRIENDS to the Client on behalf of the Freelancer after the Freelancer sends the invoice from the Website.

(e)            If the Client does not approve or dispute the invoice within 7 days from the date &FRIENDS sends the invoice to the Client, the invoice will be deemed to have been approved by the Client.

(f)             If the Client, acting reasonably, raises a dispute in relation to the invoice within the above timeframe, the Freelancer must liaise with the Client and following this, either the Client must confirm the original invoice or the Freelancer must provide an amended invoice to the Client, via the

6.1.5       In relation to the invoice issued by Cavalry:

(a)            Approximately every fortnight &FRIENDS will supply an invoice in relation to the fees that are payable under these &FRIENDS terms.

(b)            The Client must pay the amount invoiced by &FRIENDS within 14 days of the date of an invoice.

(c)            If the Client does not approve or dispute the invoice within 7 days from the date &FRIENDS sends the invoice to the Client, the invoice will be deemed to have been approved by the Client.

6.1.6      Invoicing and payment in relation to the Contractor Engagement Model in the United Kingdom shall be undertaken off-line and outside of the Website in accordance with a process notified by us to the Freelancer and the Client.

6.2       Company Payroll Model

6.2.1      Clients using the Company Payroll Model employ the Freelancer as a PAYG employee for the duration of the project. Freelancers are paid according to the Client’s pay cycles or via a schedule agreed between the Client and the Freelancer.

6.2.2      The Freelancer is required to complete timesheets weekly using the timesheet feature on our Website for the Freelancing Services.

6.2.3      The Client must approve weekly timesheets completed by the Freelancer using the timesheet feature on our Website for the Freelancing Services.

6.2.4      Approximately every fortnight we shall invoice the Client for the Facilitation Services as they relate to the approved Freelancer timesheets.

6.2.5      Clients must pay the amount invoiced by us within 14 days of the date of an invoice issued by us.

6.3       &FRIENDS Payroll Model

6.3.1      Freelancers are required to sign an employment agreement agreeing to be employed by &FRIENDS Payroll Affiliate as a casual employee on the terms and conditions set out in the employment agreement (which includes applicable terms from the Freelancing Terms). They are required to complete timesheets each week using the timesheet feature on the Website for the Freelancing Services.

6.3.2      We will invoice the Client about every two weeks based on Client approved freelance timesheets. The invoice will include Freelancer fees for Freelancing Services and our fees for Facilitation Services and Payroll Services. It will also include payroll tax based on the applicable country (including state, if applicable) where the Freelancer resides.

6.3.3      Under the &FRIENDS Payroll Model, the Client pays the Freelancing Services directly to us.

6.3.4      Every fortnight based on a common payroll schedule for all Freelancers employed by &FRIENDS Payroll Affiliate, &FRIENDS Payroll Affiliate will pay the Freelancer for the approved days worked over the previous two weeks. The net payment to the Freelancer has any applicable taxes and retirement contributions extracted.

6.3.5      The Freelancers retirement contributions will be paid into a retirement fund nominated by the Freelancer that meets legislative requirements in the relevant jurisdiction. If the Freelancer does not nominate an eligible retirement fund, &FRIENDS Payroll Affiliate will make the retirement contributions to an alternative retirement fund, in accordance with applicable law in the relevant jurisdiction..

7           Disputes around quality of work

7.1       Clients must inform the Freelancer and us promptly if they aren’t satisfied with the quality, or any other aspect, of the services that the Freelancer has performed.

7.2       All such disputes must be resolved exclusively between the Freelancer and the Client. As stated above, we accept no responsibility or liability for the quality or the services provided by Freelancers, or the outcomes of such services. A dispute as to the quality of the services provided by Freelancers will not relieve a Client from its obligation to pay for the Services provided under these Freelancing Terms.

8           Method of payment

8.1       Clients must make all payments due to us via bank transfer or PayPal, to our nominated bank account.

8.2       We reserve the right to impose additional and/or vary the fees payable under these Freelancing Terms from time to time.

8.3       To the extent permitted by law, all fees payable under these Freelancing Terms are non-cancellable and non-refundable.

8.4       If we introduce a new service on this Website, the fees applying to that service will be payable with effect from the launch of the service.

8.5       All payments under or in connection with this Website must be made in the currency specified by us or the Client at time of booking, unless otherwise agreed by the relevant parties.

8.6       Unless specified otherwise, all consideration payable under this Agreement in relation to any supply is exclusive of any applicable any goods and services or value added tax, or any similar turnover, sales or purchase tax or duty levied by any jurisdiction (including but not limited to any central, regional or local jurisdiction), and whether in our, the Client’s or the Freelancer’s jurisdiction or internationally.

9           Termination of Freelancing Services

9.1       The Client may terminate Freelancing Services early provided that the Client gives us and the relevant Freelancer a notice of termination of Freelancing Services in writing as follows:

9.1.1       for Freelancing Services during the first two days of the contract, same day notice in writing;

9.1.2       for Freelancing Services with five days or less remaining on the services term, one day’s notice in writing; and

9.1.3       for Freelancing Services with at least one week remaining on the services term, 2 days’ notice in writing.

10         Additional Client and Freelancer terms

10.1     If you are a Client, you agree to comply with the additional terms and conditions contained in “Attachment 1: Additional Client-Specific Terms”.

10.2     If you are a Freelancer, you agree to comply with the additional terms and conditions contained in “Attachment 2: Additional Freelancer-Specific Terms”.

Attachment 1: Additional Client-specific Terms

1           Registering as a Client

You may join as a Client by registering via the Website and agreeing to these Freelancing Terms.

2           Set-up and Scope of Projects

2.1       Once registered, you are free to search and request projects with Freelancers, through the Website. You acknowledge that Freelancers are free to accept or decline Projects at their discretion.

2.2       Freelancers are expected to accept or decline a Project within 2 business days and to adhere to the schedule and timeframes they agree with you and us.

2.3       You must not procure, entice, solicit or induce or do anything which may cause a Freelancer to breach any of the Freelancer’s obligations under these Freelancing Terms.

3           Authorised Users and Logins

3.1       You acknowledge and agree that only those of your employees who have been issued with a username and password access the Website (‘Login’). Such employees will be ‘Authorised Users’ and permitted to access the Website and/or the services on your behalf. Unless we agreed otherwise in writing, you must ensure that the Website and/or the Services are not used by any of your affiliates, subsidiaries, related bodies corporate, service providers or groups within your company or any third party.

3.2       You must ensure that all Authorised Users are aware of and strictly comply with the terms of this these Freelancing Terms. You acknowledge and agree that you are responsible for any breach of this agreement by any of your Authorised Users and any other persons who gain access to the Website and/or the Services through you or your Authorised User’s Logins.

4           Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Freelancers and with us.

5           Conflicts

You confirm that you shall not knowingly, intentionally or recklessly use the Website or the Services to access Freelancers who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your Clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the Client you are acting on behalf of. You must not request nor proceed with any discussion with any such Freelancer.

6           Feedback

You acknowledge that where you provide us with feedback in relation to the Website or the Services, you hereby assign to us any intellectual property rights in the feedback, and we may use that feedback for any purposes, including, without limitation, to improve the functioning of the Website or the provision of the Services. We will not publish personal information provided by you in the course of you providing us feedback without your consent.

7           Limitations on Use

7.1       You must not ask Freelancers for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Freelancer holds all necessary qualifications and you have the appropriate terms of engagement in place.

7.2       You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Freelancers or attribute insights or opinions to Freelancers or us without our prior written consent.

7.3       You may use Services only in strict accordance with these Freelancing Terms, and you agree that you will not use Services to compete directly or indirectly with us or any of our Services.

7.4       You agree that any written materials provided to you in connection with a Project or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without our prior written permission, except to your regulators and professional advisors on an as needed basis.

8           Non-Reliance

8.1       You understand and agree that:

8.1.1       we will not assume any liability with respect to your interactions with any Freelancer; and

8.1.2       the knowledge and opinions of Freelancers is not ours, and we do not endorse them or any other information provided by any user.

8.2       We are an independent contractor and not a service provider. The Freelancers introduced to you through the Website and/or Services are independent contractors, with the exception of Freelancers facilitated through the &FRIENDS Payroll Model. Nothing in this Project is intended to create a partnership, joint venture, agency or employment relationship with either the Client or our Freelancers. The terms on which you engage any Freelancer must state that:

8.2.1       the Freelancer is engaged by you and not us;

8.2.2       the Freelancer is engaged as an independent contractor;

8.2.3       the engagement does not create a partnership, joint venture, agency or employment relationship between the Freelancer and us; and

8.2.4       that the Freelancer has no claim against us in respect of:

(a)            any fee or other amounts owing to the Freelancer as a result of their relationship with you; and

(b)            any benefits provided by us to its employees.

8.3       If any of the content, opinions or work provided to you by the Freelancer is to be relied upon by a third party, the Client shall indemnify us and hold us harmless in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

9           Client Responsibilities

9.1       In using the Services and at its own cost, the Client must:

9.1.1       use clear, complete and accurate information to describe the project, brief or assignment;

9.1.2       make all necessary enquiries and satisfy yourself as to whether the Freelancer meets your requirements and objectives, including in relation to your requirements in relation to the ownership of intellectual property rights in Freelancer Content;

9.1.3       comply with any applicable laws; and

9.1.4       in relation to an engagement model other than &FRIENDS Payroll Model, ensure the Freelancer has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Project.

10         Introductions and Non-Solicitation

10.1     Until the later of:

10.1.1    twelve (12) months after your account registration with us ceases or expires; or

10.1.2    twelve (12) months after the end of your service term with the Freelancer that you, directly or indirectly, contact, approach or become aware of through us, including the Website,

you, your employees, agents, representatives or related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter, or attempt to enter, into an arrangement with, any Freelancer other than through us.

10.2     If you breach any of the above, we may impose on you a fee equivalent to the fees that would otherwise have been paid had you engaged the Freelancer through us.

10.3     This section applies in all countries and jurisdictions where Freelancers and Clients of ours are located.

11         Introduction Fee to directly hire a Freelancer

11.1     If you would like to directly employ or engage a Freelancer sourced by us, an Introduction Fee is payable to us.

11.2     Except as otherwise agreed by the parties, our Introduction Fees are as follows:

11.2.1    if the Freelancer is employed on a permanent basis, and prior to the Client employing the Freelancer on a permanent basis, the Freelancer had previously been engaged by the Client for:

(a)            three (3) months or less, then the Introduction Fees are 15% of the total projected first year remuneration package for the Freelancer (including base salary, retirement contributions, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by us;

(b)            more than three (3) months but no more than six (6) months, then the Introduction Fees are 12% of the total projected first year remuneration package for the Freelancer (including base salary, retirement contributions, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by us;

(c)            more than six (6) months but no more than twelve (12) months, then the Introduction Fees are 9% of the total projected first year remuneration package for the Freelancer (including base salary, retirement contributions, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by us; or

(d)            more than twelve (12) months, then the Introduction Fees are 6% of the total projected first year remuneration package for the Freelancer (including base salary, retirement contributions, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by us;

11.2.2    if the Freelancer is engaged as a contractor, 15% of the total project first year of services fees, allowances and benefits payable under the contractor agreement; or

11.2.3    if the Freelancer is employed on a casual basis, 15% of the wages paid to the Freelancer over a twelve (12) month period.

11.3     With respect to the payment of Introduction Fees, we will issue an invoice for the Introduction Fee upon the Freelancer or candidate accepting an offer from the Client. The Client must pay the Introduction Fee within 14 days of the invoice.

11.4     The Client and Freelancer must provide us or our nominee with documents requested by us to verify the above. Without limiting that and in relation to the Freelancer that the Client employed on a casual basis, the Client shall provide us with a monthly report evidencing the number of hours worked and paid to the Freelancer for the prior month, by the second day of each month following the month the Freelancer’s casual employment commences.

12         Placing candidates into full time roles

The following terms only apply when we are engaged by a Client to source and place candidates into full time roles.

13         Acceptance Of Terms And Conditions

The interviewing or engagement of a candidate, or the passing to any other person or organisation of personal information pertaining to a candidate introduced to you by us, will be taken as your acceptance of the Freelancing Terms. No variation can be made to these terms without our written consent.

14         Engagement Of Candidates

You must notify us immediately when an engagement with you is accepted by a candidate who we have introduced to your organisation. Once you agree to engage a candidate introduced by us for any

position within your organisation, even if the introduction is made indirectly, whether as an employee or in any other capacity, within twelve (12) months of the initial interview, you agree to pay us an amount calculated in accordance with the fee schedule below.

15         Onward Referral

Introductions are confidential. Should an introduction result in the engagement of a candidate, to any other division or any related or associated company or firm, or any other employer you will be liable to pay us a fee calculated in accordance with the fee schedule below, as if the candidate had been engaged by you.

16         Suitability Of Candidates

Whilst we will make every reasonable effort to ensure the suitability of candidates, we do not accept liability for any loss, expense, damage or delay arising in connection with a candidate irrespective of how they are caused. You will need to satisfy yourself that any medical or other qualification has been met by the candidate. The final recruitment decision rests with you

17         Full Time Placement Services

17.1     When conducting an exclusive retained or contingent assignment, the following services will be provided:

17.1.1    full Job Brief of Client’s requirements

17.1.2    writing and posting Job Advertisement (Within 24 hours of payment of Retainer Fee or Engagement Fee)

17.1.3    additional or subsequent advertisements will be arranged as per Client’s instructions, and upon receipt of the Continuation Fee (see above)

17.1.4    sourcing candidates in line with the Client’s brief through us, Seek advertising, Linked In Search, Indeed advertising and Social Media advertising

17.1.5    preliminary screening and interviewing of candidates

17.1.6    providing a shortlist of the best candidates within a 7 day period, and every 7 days throughout the duration of the campaign

17.1.7    regular campaign updates every 48 hours Arranging candidate interviews with the Client

17.1.8    informing successful and unsuccessful candidates of outcomes Conducting referee and background checks

17.1.9    salary and contract negotiation on behalf of the Client.

18         Full Time Placement Replacement Guarantee

18.1     If a candidate you have recruited through us leaves your employ within three months (12 weeks) of the date of commencement, we will endeavour to find (one) replacement free of charge. This replacement guarantee only applies when our fee has been paid within thirty (30) days of the date of invoice, and we have been notified in writing within thirty (30) days of the occurrence of a termination, providing the termination is for reasons other than retrenchment, change of job description or working conditions. As the replacement guarantee relates to a specific job description, we reserve the right to negotiate our replacement terms should changes occur in the role originally recruited for.

18.2     Should the Client or any subsidiary or associated company of the Client subsequently re-engage the candidate, or the use of the candidate, within the period of twelve (12) months from the date of termination a full fee in accordance with paragraph 11 becomes payable (with no entitlement to a refund).

19         Additional Costs

You agree to reimburse us for our out-of-pocket expenses.

Attachment 2: Additional Freelancer-specific Terms

1           Registering as a Freelancer

1.1       You may join as a Freelancer by registering via the Website and agreeing to the Freelancing Terms and in circumstances where you are engaged under the &FRIENDS Payroll Model, you must also sign an employment agreement.

1.2       You acknowledge that your registration is subject to our approval and that we may reject your application for registration in our discretion for any reason.

1.3       You must ensure that you hold and obtain all appropriate licences, consents, qualifications, permits and authorisation that are required in order for you to provide services to Clients.

2           Process and Scope of Projects

2.1       Through the Services, Clients are able to search for new Freelancers or invite rostered Freelancers to join a Project. All Projects with Freelancers are agreed and managed through the Services.

2.2       You are free to accept or decline any Projects. You must not accept any Project that:

2.2.1       breaches your obligations under application law or any obligations owed to a third party;

2.2.2       presents a conflict of interest; or

2.2.3       that relates to topics about which you are unqualified or inexperienced.

2.3       You must accept or decline any requested project bookings within two (2) business days and you must comply with any schedule or program you establish with a Client in connection with of a Project.

2.4       You acknowledge and agree that we make no commitment or representation regarding the frequency, quantity, value, or type of work or invitation to work that you may receive.

3           Payment for Services

Terms for the payment of fees for services performed by you to Clients as per these Freelancing Terms.

4           Requirements to receive payment

4.1       Contractor Engagement Model

4.1.1      Unless agreed in writing, under the Contractor Engagement Model, the Freelancer must use our invoicing system available on the Website (‘System‘).

4.1.2      In order to receive payment, you must log into the Website and you must confirm that your personal or business details, accounts and payment settings are up-to-date, accurate and complete.

4.1.3      You must use our invoicing feature when invoicing the Client. You must not invoice the Client directly or use other invoicing systems or methods.

4.1.4      Once you have delivered the services to a Client, you must confirm with Client and us that the Project is complete and then must finalise any outstanding invoices through the Website in accordance with the Freelancing Terms or at such other times as agreed with us and the Client.

4.1.5      You acknowledge and agree that invoices submitted after 90 days of completion of the relevant Services, without our written consent, will not be accepted and will not be paid.

4.2       Company Payroll Model

4.2.1      In order to receive payment, you must provide the Client with the necessary personal and business information so they can set you up as an employee for the duration of the contract. The Client is then responsible for paying you as part of their pay cycles.

4.2.2      Every week or once you have delivered the services to the Client, you must complete timesheets on the Website.

4.2.3      Once you have delivered the services to a Client, you must confirm with Client and us that the project is complete.

4.3       &FRIENDS Payroll Model

4.3.1      To receive payment in accordance with your employment agreement, you must register your profile on the &FRIENDS Payroll Portal. This includes adding your personal or business details, accounts and payment settings.

4.3.2      Every week or once you have delivered the services to the Client, you must complete timesheets on the Website.

4.3.3      Once you have delivered the services to a Client, you must confirm that the Project is complete to both us and &FRIENDS Payroll Affiliate.

4.3.4      Invoicing by us will (where possible) be on the basis of us acting as the intermediary that facilitated the supply to the Client of the Projects by the Freelancer and that facilitated the acquisition by the Client of the Projects by the Freelancer in accordance with the applicable laws where you and the Client are residing or operating.

5           Freelancer Conduct

You must act with the utmost professionalism and courtesy in your dealings with Clients and us.

6           Client Requirements

6.1       In performing any Project for a Client, you must:

6.1.1      use a high standard of care and skill;

6.1.2      make all necessary enquiries of the Client to ascertain the Client requirements and objectives, including the Client requirements in relation to the Freelancer’s intellectual property;

6.1.3      inform the Client of any matter which may cause any budget or estimate of fees to be revised;

6.1.4      comply with any policy, direction, instruction, brief, program, or schedule of the Client;

6.1.5      obtain such insurance as required by law and provide evidence of such insurance upon request;

6.1.6      obtain, if requested by a Client, additional insurance which may include; professional indemnity insurance, public liability and/or workers’ compensation insurance; and

6.1.7      not sub-contract or engage any person other than the Freelancer to perform the Project without our and the Client’s prior written approval.

7           Introductions and Non-Solicitation

7.1       Until the later of:

7.1.1      twelve (12) months after your account registration with us ceases or expires; or

7.1.2      twelve (12) months after the end of your service term with the Client that you, directly or indirectly, engage or become aware of through us, including the Website,

you must not:

(a)            agree to or be employed under any form of contract of employment with the Client;

(b)            agree to or be engaged as a freelancer for the Client;

(c)             agree to or be retained by the Client as a supplier of services which would not otherwise fall within the scope of a Project, in any way other than through us. This applies whether or not you already knew the Client; or

(d)            approach, solicit, induce, entice, offer to perform services, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by us, in any other way other than through the Services.

you, your employees, agents, representatives or related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter, or attempt to enter, into an arrangement with, any Freelancer other than through us.

7.2       These obligations apply whether or not you already knew or had a previous relationship with the Client. This means that you must use the Services as your exclusive method to engage with that Client unless we agree otherwise (in writing)

7.3       You must immediately upon being engaged, contracted or retained by the Client in a manner contemplated in subparagraphs 7.1.2 paragraph (a) to (d) above notify us in writing.

7.4       With the global nature of the Services and the high calibre of Project opportunities and Freelancers, the Freelancer accepts and acknowledges that these obligations are reasonable in every respect. Further, we need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.

8           Workplace Health and Safety when working remotely or on-location

8.1     When the freelancer is working remotely or on-location, they are responsible for ensuring that all obligations under appropriate Occupational Health and Safety legislation are satisfied. In Australia this includes but is not limited to the preventative measures outlined in the WorkCover New South Wales or WorkCover Victoria, depending on the company’s location. In the United Kingdom this includes but is not limited to the preventative measures outlined in The Health and Safety at Work Act.

PART 4 – SUBSCRIPTION TERMS

1           Subscription Service

1.1       We offer Clients the ability to access the following additional subscription services via the Website (“Subscription Services”).

1.2       Build Your Own Subscription

1.2.1      The Build Your Own Subscription will provide Clients during the relevant Subscription Term with:

(a)            the ability for a set number of Users to access the Subscription Service;

(b)            a monthly or yearly Subscription Term model;

(c)            access to discounted Placement Fees;

(d)            access to a discounted Payroll Fee;

(e)            access for &FRIENDS to build discounted expert Freelancer teams via the Website, through sourcing and vetting a set number of Freelancers during a Subscription Term

1.3       Concierge Subscription

1.3.1      The Concierge Subscription will provide Clients during the relevant Subscription Term with:

(a)            the ability for a set number of Users to access the Subscription Service;

(b)            a monthly or yearly month Subscription Term;

(c)            the provision of Freelancer budget that the Client can use to source Freelancers on a specified rate card during the relevant Subscription Term;

(d)            the provision of specified number of fortnightly payroll cycles for the Freelancers during the relevant Subscription Term;

(e)            our service support in sourcing and on-boarding Freelancers;

(f)             access for &FRIENDS to build discounted expert Freelancer teams via the Website, through sourcing and vetting a set number of Freelancers during a Subscription Term

1.4       Enterprise Subscription

1.4.1      The Enterprise Subscription model will provide Clients with a custom subscription, commercial and service model built from the ground up to match the needs of the bespoke Client requirements

2           Subscription Packages

2.1       Our Subscription Services are available in a number of packages which are intended to allow Clients to scale up and down to suit your needs.

2.2       Build Your Own

2.2.1      Our Building Your Own Subscription comes in the following packages:

(a)            Starter Package; and

(b)            Business Package;

with details of the coverage and fees set out in our Talent Agreement.

2.3       Concierge Subscription

2.3.1      Our Concierge Subscription comes in the following packages:

(a)            Starter Package;

(b)            Business Package; and

(c)            Group Package

with details of the coverage and fees set out in our Talent Agreement.

3           Talent Agreement

3.1       We will confirm the details of the Subscription Package and associated subscription fees in  a Talent Agreement to be signed by us both.

3.2       Where there is any conflict or inconsistency between the provisions of the Talent Agreement and this Part 4 (Subscription Services), the provisions of the relevant Talent Agreement shall take priority.

4           Subscription

Subject to the Client purchasing Subscription Package in accordance with paragraph 7.3 and paragraph 11.1, the  restrictions set out in paragraph 6 and the other terms and conditions of this Part, we hereby grants the Client  a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit the Users to use the Subscription Services during the Subscription Term solely for the Client’s internal business operations.

5           Subscription Term

5.1       A Subscription Term shall, unless otherwise terminated as provided in paragraph 15 (Termination), commence on the Effective Date and shall continue for the Subscription Term and, thereafter, the Subscription Services shall be automatically renewed for successive periods of:

5.1.1      one (1) month for Subscription Packages where the initial Subscription Term for the Subscription Package  was one (1) month; and

5.1.2      twelve (12) months for Subscription Packages where the initial Subscription Term for the Subscription Package  was twelve (12)  months

(each a new Subscription Term), unless such has been terminated in accordance with paragraph 5.2 or paragraph 15 of this Part:

5.2       Either party may terminate a Subscription Package as follows

5.2.1      in relation to a Subscription Term of  one (1) month, upon providing at least 7 days written notice to the other party before the end of a Subscription Term, in which case the Subscription Package shall terminate upon expiry of the relevant Subscription Term;

5.2.2      In relation to a Subscription Term of twelve (12) months, upon providing at least 30 days written notice to the other party before the end of a Subscription Term, in which case the Subscription Package shall terminate upon expiry of the relevant Subscription Term; or

5.2.3      in accordance with paragraph 15 of this Part.

6           Users

6.1       In relation to the Users, the Client undertakes that:

6.1.1      the maximum number of Users that it authorises to access and use the Subscription Services shall not exceed the number set out in the Subscription Package it has purchased from time to time;

6.1.2      it will not allow or suffer any User allocation (forming part of a Subscription Package) to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Subscription Services;

6.1.3      each User shall keep a secure password for their use of the Subscription Services and that each User shall keep their password confidential;

6.1.4      it shall maintain a written, up to date list of current Users and provide such list to us within 5 business days of our written request at any time or times;

6.1.5      it shall permit us to audit the Subscription Services in order to establish the name and password of each User and its data processing facilities to audit compliance with this Part. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;

6.1.6      if any of the audits referred to in paragraph 6.1.5 reveal that any password has been provided to any individual who is not a User, then without prejudice to our other rights, the Client shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and

6.1.7      if any of the audits referred to in paragraph 6.1.5 reveal that the Client has underpaid Subscription Fees to us then without prejudice to our other rights, the Client shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in the Talent Agreement within 10 business days of the date of the relevant audit.

6.2       The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that:

6.2.1      is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.2.2      facilitates illegal activity;

6.2.3      depicts sexually explicit images;

6.2.4      promotes unlawful violence;

6.2.5      is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

6.2.6      is otherwise illegal or causes damage or injury to any person or property

and we reserve the right, without liability or prejudice to its other rights to the Client to disable the Client’s access to any material that breaches the provisions of this paragraph.

6.3       The Client shall not:

6.3.1      except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Part:

(a)            attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services (including any software and/or documentation in any form or media or by any means); or

(b)            attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services (including any software); or

6.3.2      access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or

6.3.3      use the Subscription Services to provide services to third parties; or

6.3.4      license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Users, or

6.3.5      attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this paragraph 3; or

6.3.6      introduce or permit the introduction of any Virus or Vulnerability into our network and information systems.

6.4       Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify us.

6.5       The rights provided under this paragraph 6 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

7           Modular Add-Ons

7.1       Subject to paragraph 7.2 and paragraph 7.3, the Client may, from time to time during any Subscription Term, purchase Modular Add-On to its Subscription Package in accordance with the provisions of this Part.

7.2       If the Client wishes to purchase Modular Add-Ons, the Client shall notify us in writing. We shall evaluate such request for Modular Add-Ons and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where we approve the request, we shall activate the Modular Add-Ons within 2 business days of our approval of the Client’s request.

7.3       If we approves the Client’s request to purchase Modular Add-Ons, the Client shall, within 30 days of the date of our invoice, pay to our nominated bank account the relevant fees for such Modular Add-Ons as set out in the Talent Agreement [and, if such Modular Add-Ons are purchased by the Client part way through a  Subscription Term, such fees shall be pro-rated from the date of our activation for the remainder of the relevant Subscription Term.

8           Service Availability

8.1       We shall, during the Subscription Term, provide the Subscription Services to the Client for their relevant Subscription Package on and subject to the terms of this Part.

8.2       We shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance, provided that we  have used reasonable endeavours to give the Client at least six business hours’ notice in advance.

8.3       Where part of the Subscription Package, we will provide the Client with standard customer support services in accordance with our standard support policies in place from time to time.

9           Our obligations

9.1       We undertake that the Subscription Services will be performed with reasonable skill and care.

9.2       The undertaking at paragraph 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Subscription Services contrary to our instructions, or modification or alteration of the Subscription Services by any party other than us or our duly authorised contractors or agents. If the Subscription Service do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in paragraph 9.1.

9.3       We:

9.3.1      do not warrant that:

(a)            the Client’s use of the Subscription Services will be uninterrupted or error-free;

(b)            that the Subscription Services will meet the Client’s requirements; or

(c)            any software accessed or provided through the Subscription Services will be free from Vulnerabilities or Viruses;

9.3.2      is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Subscription Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.4       This Part shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Part.

9.5       We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Part.

9.6       We shall follow our standard archiving procedures in place from time to time for Client Data. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by us in accordance with our standard archiving procedures. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by us to perform services related to Client Data maintenance and back-up for which it shall remain fully liable.

10         Client obligations

10.1     The Client shall:

10.1.1   provide us with:

(a)            all necessary co-operation in relation to the Subscription Services; and

(b)            all necessary access to such information as may be required by us;

in order to provide the Subscription Services, including but not limited to Client Data, security access information and configuration services;

10.1.2   without affecting its other obligations under these Freelancing Terms with all applicable laws and regulations with respect to its activities under these Freelancing Terms;

10.1.3   carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

10.1.4   ensure that the Authorised Users use the Subscription Services and any associated documentation in accordance with the terms and conditions of this agreement and shall be responsible for any User’s breach of these Freelancing Terms;

10.1.5   obtain and shall maintain all necessary licences, consents, and permissions necessary for our contractors and agents to perform their obligations under these Freelancing Terms, including without limitation the Subscription Services;

10.1.6   ensure that its network and systems comply with the relevant specifications provided by us from time to time; and

10.1.7   be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

10.2     The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

11         Charges and payment

11.1     The Client shall pay the Subscription Fees to us for their Subscription Package in accordance with this paragraph 11.

11.2     The Client shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.

11.3     Where the Client provides its credit card details to us, the Client hereby authorises us to bill such credit card at the start of each month during a Subscription Term for the Subscription Fees payable in respect of the forthcoming month (including any renewed Subscription Terms) and any additional Subscription Fees incurred in the previous calendar month.

11.4     Where the Client provides us with its approved purchase order information, we shall invoice the Client at the start of each month during a Subscription Term for the Subscription Fees payable in respect of the forthcoming month (including any renewed Subscription Terms) and any additional Subscription Fees incurred in the previous calendar month.

11.5     The Client shall pay each invoice within 30 days after the date of such invoice.

11.6     If we have not received payment within 30 days after the due date, and without prejudice to any other our rights and remedies:

11.6.1   we may, without liability to the Client, disable the Client’s password, account and access to all or part of the Subscription Services and we shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid; and

11.6.2   interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

11.7    All amounts and fees stated or referred to in this Part:

11.7.1   shall be payable in the local currency; and ;

11.7.2   are, subject to paragraph 14.3.2, non-cancellable and non-refundable;

11.7.3   are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

11.8     We shall be entitled to increase the Subscription Fees, the fees payable in respect of the Modular Add-Ons purchased pursuant to paragraph 7.3 for each new Subscription Term upon 30 days’ prior notice to the Client and the Talent Agreement shall be deemed to have been amended accordingly.

12         Proprietary rights

12.1     The Client acknowledges and agrees that our and/or our licensors own all intellectual property rights in the Subscription Services. Except as expressly stated herein, this Part does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Subscription Services.

12.2     We confirm that we have all the rights in relation to the Subscription Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Part.

12.3     We acknowledge and agree that the Client owns all intellectual property rights in the Client Data (as set out at paragraph 10.2 of this Part). The Client grants us a royalty-free licence to use the Client Data for the purposes of fulfilling the Subscription Services during a Subscription Term.

13         Indemnity

13.1     The Client shall defend, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Subscription Services, provided that:

13.1.1   the Client is given prompt notice of any such claim;

13.1.2   we provide reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and

13.1.3   the Client is given sole authority to defend or settle the claim.

14         Limitation of liability

14.1     Except as expressly and specifically provided in this Part:

14.1.1   the Client assumes sole responsibility for results obtained from the use of the Subscription Services by the Client, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Client in connection with the Subscription Services, or any actions taken by the Supplier at the Client’s direction;

14.1.2   all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

14.1.3   the Subscription Services and any associated documentation are provided to the Client on an “as is” basis.

14.2     Nothing in this Part excludes our liability:

14.2.1   for death or personal injury caused by our negligence; or

14.2.2   for fraud or fraudulent misrepresentation.

14.3     Subject to paragraph 14.1 and paragraph 14.2:

14.3.1   we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

14.3.2   our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Subscription Services under this Part be limited the total Subscription Fees paid for the Subscription Services User during the 12 months immediately preceding the date on which the claim arose.

14.4     Nothing in this Part excludes the liability of the Client for any breach, infringement or misappropriation of our intellectual property rights.

15         Termination

15.1     Without affecting any other right or remedy available to it, either party may terminate a Subscription Package with immediate effect by giving written notice to the other party if:

15.1.1   the other party fails to pay any amount due under this Part on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

15.1.2   the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

15.1.3   the other party is subject to an Insolvency Event.

15.1.4   the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

15.1.5   the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or

15.1.6   there is a change of control of the other party.

15.2     On termination of a Subscription Package for any reason:

15.2.1   all licences granted under this agreement shall immediately terminate and the Client shall immediately cease all use of the Subscription Services;

15.2.2   we may destroy or otherwise dispose of any of the Client Data in its possession unless we receive, no later than ten days after the effective date of the termination of a Subscription Package, a written request for the delivery to the Client of the then most recent back-up of the Client Data. We shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by us in returning or disposing of Client Data; and

15.2.3   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

16         Definitions

16.1     The following definitions shall apply in this Part 4:

“Building Your Own Subscription” the subscription service as described at paragraph 1paragraph of this Part, which may take the form of the (i) Starter Package or the (ii) Business Package.
“Business Package” the subscription service package forming part of the Build Your Own Subscription or the Concierge Subscription – as detailed in the Talent Agreement.
Client Data the data inputted by the Client or Users for the purpose of using the Services or facilitating the Client’s use of the Subscription Services
“Concierge Subscription” the subscription service as described at paragraph  1paragraph of this Part, which may take the form of one off the following (i) Starter Package, (ii) Concierge Package or (iii) Group Package.
“Effective Date” the date upon which we notify the Client that a Subscription Term for a Subscription Package shall commence.
“Enterprise Subscription” the custom subscription service as described at paragraph 1 of this Part.
“Group Package” the subscription service package forming part of the Concierge Subscription – as detailed in the related Talent Agreement.
“Insolvency Event”

a.     suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

b.     commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the purpose of a scheme for a solvent amalgamation of that company with one or more other companies or the solvent reconstruction of that company;

c.     files a petition, gives notice, passes a resolution, or an order is made, for or on connection with the winding up of that company other than for the purpose of a scheme for a solvent amalgamation of that company with one or more other companies or the solvent reconstruction of that company;

d.     an application is made to court, or an order is made, for the appointment of an administrator of that company; or

e.     any event occurs, or proceeding is taken, with respect to that company in any jurisdiction to which it is subject that has an equivalent or similar effect to any of the events mentioned in (a) to (d) above (inclusive). paragraph

“Modular Add-On” an add-on to a Subscription Package as referenced at paragraph 7 of this Part and further detailed in the Talent Agreement.
“Payroll Fee” an &FRIENDS fee calculated by multiplying the agreed Payroll percentage fee by the total freelancer fee.
“Placement Fees” an &FRIENDS fee calculated by multiplying the agreed Placement percentage fee by the total freelancer fee.
“Starter Package” the subscription service package forming part of the Build Your Own Subscription or the Concierge Subscription – as detailed in the Talent Agreement.
“Subscription Fees” the subscription fees for a Subscription Package as calculated in accordance with the Talent Agreement.
“Talent Agreement the agreement between you and us setting out the details of the Subscription Services – including the Subscription Package and associated subscription fees.
“Subscription Package” one of the Build Your Own Subscription, the Concierge Subscription or the Enterprise Subscription.
“Subscription Services the services to be provided by us as set out in this Part, as described in more detail in the relevant Talent Agreement.
“Subscription Term the duration of a Subscription Package as determined in accordance with the provisions of paragraph 1 of this Part and the relevant Talent Agreement.
“Users” those employees of the Client who are authorised by the Client to use the Subscription Services
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
Vulnerability a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly

 

PART 5 – GENERAL TERMS

1           Changes To Our Terms

We may from time to time (with or without notice to you) amend or update the Website Terms of Use, the Services Terms, General Terms and/or Privacy Policy at its sole discretion. Accordingly, you should ensure that you regularly review them. The version of our terms applicable to your access to and use of this Website and Services is the current version displayed on this Website at the time you access or use this Website. By continuing to access or use this Website and Services after such changes, you are deemed to agree to be bound by such changes.

2           Confidentiality

2.1       ‘Confidential Information’ means any documents or information created, received or obtained by the Client from or on behalf of the Freelancer, us or any other party in connection with the Website and the Facilitation Services and includes all non-public information pertaining to our business (including, without limitation, our pricing information, the identity or participation of specific Freelancers, and any content marked confidential).

2.2       You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to us, Freelancer or Client (as applicable) without that party’s prior written permission, unless to perform your obligations under these Freelancing Terms or required under the applicable law.

3           Authorisations

3.1       Users represent, warrant and undertake at all times that:

3.1.1      you have the power, capacity and authority to enter into and observe its obligations under these Freelancing Terms;

3.1.2      where your personnel enter into these Freelancing Terms or any applicable Project, such personnel, in each instance, are authorised to undertake such activities or enter into such transactions on your behalf.

4           Independent Contractor

Any work performed on a Project facilitated through us, with the exception of Projects facilitated through the &FRIENDS Payroll Model, shall be performed by a Freelancer as an independent contractor engaged by the relevant Client, and the Freelancer is not and shall not be deemed to be our employee or agent. Freelancers, except for those engaged through the &FRIENDS Payroll Model, are not entitled to any benefits provided by us to our employees, and we will not make deductions from any of the payments due to a Freelancer for tax, retirement contributions or similar purposes except if required by law.

5           Limitation of liability

5.1       Except to the extent that the same may not be excluded or limited as a matter of the applicable law, we are not liable for any loss or damage, however caused (including, but not limited to, by our negligence), suffered by either Clients or Freelancers or any other person under or in connection with these Freelancing Terms or Client or Freelancer access to or use of this Website or the services provided under these Freelancing Terms.

5.2       Nothing in these Freelancing Terms is intended to exclude, restrict or modify any consumer rights under consumer law or any other legislation which may not be excluded, restricted or modified by agreement.

5.3       If consumer law or any other law implies a condition, warranty or term or provides statutory guarantees into these Freelancing Terms in respect of goods or services supplied, and our liability for breach of that condition, warranty, other term or guarantee may not be excluded but may be limited, our liability for any breach of that condition, warranty, other term or guarantee is limited to:

5.3.1      in the case of a supply of goods, our doing any one or more of the following (at its election): replacing the goods or supplying equivalent goods; repairing the goods; paying the cost of replacing the goods or of acquiring equivalent goods; or paying the cost of having the goods repaired; or

5.3.2      in the case of a supply of services, our doing either or both of the following (at its election): supplying the services again; or paying the cost of having the services supplied again.

5.4       While we facilitate the communication, interaction and engagement between Freelancers and Clients, Freelancers and Clients acknowledge and agree that we are only responsible for the Facilitation Services. We will not have any liability for any loss arising or in connection with the Freelancing Services  or Client’s Project. In this regard, without limitation:

5.4.1      if you are a Client, you agree that you will not pursue any claim, action or proceeding against us in relation to the quality of the Freelancing Services, the outcome of Projects, the conduct of Freelancers, any claims by Freelancers against you, or any other matters in connection with your relationship or interactions with Freelancers, facilitated through us, including through the Website; and

5.4.2      if you are a Freelancer, you agree that you will not pursue any claim, action or proceeding against us in relation any conduct, act or omission of Clients, including in relation to failure of Clients to pay any fees due, any claims by Clients against you, or any other matters in connection with your relationship or interactions with Clients, facilitated through us, including through the Website.

6           Blog, our social media and marketing materials

6.1       The Freelancer may post, upload or share articles, opinions, comments or any other information or content created by the Freelancer, on the Website or on our blog, other social media sites and marketing materials maintained or operated by us including our LinkedIn or Facebook pages (‘Posted Content’).

6.2       By posting or using the Freelancing Site, blog, other social media sites or marketing materials maintained or operated by us, the Freelancer:

6.2.1      grants to us a perpetual, transferable, royalty free, worldwide licence to use, copy and modify the Posted Content for any purposes;

6.2.2      grants to us a perpetual, transferable, royalty free, worldwide licence to use profile data from the Website in an aggregate anonymous form for analysis and publishing of trends; and

6.2.3      warrants and represents that:

(a)            the Freelancer owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Freelancer is not the author);

(b)            the Freelancer will not infringe any third party’s intellectual property rights in the Posted Content; and

(c)             where the Freelancer posts, uploads or shares the Posted Content on any other third party’s site, the Freelancer will reference the Posted Content as being first posted by us.

6.3       We are under no obligation to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Freelancer.

7           Force majeure

We will not be in breach of these Freelancing Terms or otherwise liable to either the Client or Freelancer or any other person for any unavailability or failure of this Website, or any services provided or to be provided under these Freelancing Terms or any delay or other failure by us to comply with these Freelancing Terms that is caused by or arises from any event or circumstances beyond our reasonable control.

8           Assignment

Users must not assign, transfer, sub-contract or otherwise dispose of any or all of their rights and/or obligations under these Freelancing Terms. We may assign, transfer, sub-contract or otherwise dispose of any or all of our rights and/or obligations under these Freelancing Terms to any person.

9           Entire agreement

These Freelancing Terms, together with any employment agreement or offer of employment webpage with &FRIENDS Payroll Affiliate where applicable, and any additional terms and conditions or usage rules set out on this Website, as amended from time to time, constitute the whole agreement between Clients and Freelancers and us relating to its subject matter and supersedes and extinguishes any prior drafts, versions, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

10         Rights cumulative

The rights, powers, privileges and remedies provided under any provision of these Freelancing Terms are cumulative and are not exclusive of any rights, powers, privileges or remedies provided under any other provision of these Freelancing Terms or by applicable law or otherwise.

11         Waiver

No failure to exercise nor any delay in exercising by us of any right, power, privilege or remedy under these Terms of use shall impair or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power privilege or remedy under these Freelancing Terms shall prevent any further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.

12         Invalidity

If any provision of these Freelancing Terms is held to be illegal, void, invalid or unenforceable under the applicable laws of any jurisdiction, the legality, validity and enforceability of the remainder of these Freelancing Terms in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these Freelancing Terms in any other jurisdiction shall not be affected.

13         Governing law

These Freelancing Terms shall be governed by, and construed in accordance with the relevant Applicable Law, and subject to the relevant Exclusive Jurisdiction.

14         Interpretation

14.1     In these Freelancing Terms, unless the context requires otherwise:

14.1.1   any reference to a ‘person’ includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others;

14.1.2   any phrase introduced by the words ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words;

14.1.3   references to the singular include the plural and to the masculine include the feminine, and in each case vice versa; and

14.1.4   the headings and sub-headings are inserted for convenience only and shall not affect the meaning of these Freelancing Terms.

15         Contacting Us

All correspondence to us, including any queries you may have regarding this Website or these Freelancing Terms, should be sent to the relevant Contact Address.