General conditions of sale
These Concierge Terms and Conditions (“Concierge Terms”) are deemed accepted by the Client when Concierge Service are ordered by the Client.
1. Definitions
“App” refers to the Freelancer Club application on iOS and Android platforms.
“Associated Sites” refers to third party sites or applications associated with the Company or the Company’s brand;
“Business Day” refers to a day other than a Saturday, Sunday or public holiday;
“Company” refers to Model Days Limited (trading as Freelancer Club);
“Concierge Credit” refers to the credits purchased by the Client from the Company for the supply of the Concierge Service;
“Concierge Service” refers to the services involving the recommendation of Freelancers by the Company to the Client in response to the Client posting a job on the Company’s website (https://freelancerclub.net/) as set out in Schedule A of these terms;
“Contract” has the meaning set out in clause 2.1 of these Concierge Terms;
“Fees” refer to the sums payable by the Client to the Company to purchase Concierge Credits;
“Freelancer” refers to a registered member of FreelancerClub.net;
“Freelancer Club” refers to the site Freelancerclub.net and the App operated by the Company, and any other sites, web-pages or apps operated by the Company or third parties in partnership with the Company;
“Freelancer Club Members” refers to the individuals who have registered an account on Freelancer Club;
“Job Information” means the information provided by the Client on Freelancerclub.net in the process of posting a job;
“Payment Page” refers to the page on the Site whereby the Client completes payment details to complete a purchase of Concierge Credits;
“Profile” refers to the information that is provided by a Freelancer on Freelancerclub.net;
“Client” refers to the person, company or firm purchasing Concierge Credits from the Company;
“Content” refers to all or any part of the content and materials (including job advertisement particulars) supplied or made available by the Client in connection with the Concierge Service;
“Service Duration” means one year from the date of purchase by the Client of the corresponding Concierge Credits;
“Site” means Freelancerclub.net;
“Upload System” means the system (if any) made available by the Company to the Client in order to facilitate the upload of Client Content on Freelancerclub.net.
2. Contract Between the Company and the Client
2.1 The contract between the Company and the Client in respect of the Concierge Service (the “Contract”) shall comprise of:
(i) Job Information; and
(ii) these Concierge Terms,
to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order or other document).
2.2 In the event of a conflict in terms between the Job Information and these Concierge Terms, the documents shall rank in the following order of precedence: (i) these Concierge Terms, (ii) the Job Information.
2.3 Except as set out in clauses 12 and 13.7, the Contract cannot be terminated or cancelled by the Client without the written agreement of the Company.
3. Concierge Service
3.1 Subject to these Concierge Terms and in consideration of the purchase and usage of Concierge Credits by the Client, the Company shall provide the Concierge Service to the Client during the Service Duration.
3.2 The Company shall use reasonable skill and care in its provision of the Concierge Service but the Company makes no representation or warranty that the Concierge Service and use of the Upload System will be uninterrupted or error free or fit for the Client’s particular purpose.
3.3 In providing the Concierge Service, the Company shall make reasonable efforts to identify relevant Freelancers to the Client as set out in Schedule A of these terms; however, the Company provides no representation or warranty or guarantee that the Client will find the identified Freelancers satisfactory or adequate for a job.
3.4 In the event that the Company is unable to identify three suitable Freelancer(s) for a job, the Company shall credit the Client’s account with the corresponding Concierge Credit(s).
3.5 The Company shall be entitled to temporarily suspend or alter the operation of the Concierge Service and/or Upload System for legal or technical reasons. The Company shall endeavour to notify the Client as far in advance as possible of any temporary suspension or significant alteration but the Client acknowledges that prior notice may not always be possible.
3.6 The Company may in its sole discretion decline to post on or remove from the Sites any of the Client Content and/or require the Client Content to be amended at any time if the Company considers that the Client is in breach of any of clauses 4, 5 or 6 below.
3.5 The Client may request the removal of a job advertisement from the Site before the end of the Service Duration but shall not be entitled to any refund of Concierge Credit.
3.6 If any Concierge Credit has not been used up by the Client within the Service Duration then such Concierge Credit shall expire, and the Client shall not be entitled to any refund or credit in respect of such Concierge Credit.
4. Client General Warranties and Obligations
4.1 The Client shall ensure that only its authorised personnel access the Concierge Service.
4.2 The Client shall not disclose any login password to any third party and shall not resell or licence the Concierge Service to any third party without the Company’s prior written consent.
4.3 The Client shall deliver Client Content to the Company in a format compatible with the technical specifications issued by the Company from time to time.
4.4 The Client undertakes and warrants that its use of the Concierge Service and all Client Content (including, without limitation, job advertisements) comply with all applicable laws and codes of practice and shall not be defamatory, discriminatory or otherwise objectionable and shall not infringe any copyright, trade mark or other rights of any third party.
4.5 The Client authorises the Company to use and display Client Content on the Freelancer Club and any Associated Sites.
4.6 The Client warrants that it holds all necessary consents and licences to use and grant the Company the right to use the Client Content as envisaged by the Contract.
4.7 The Client shall not publish, disclose, reproduce or create derivative works from any information obtained pursuant to the Client’s use of the Concierge Service except for internal business purposes unless expressly agreed in writing by the Company.
4.8 The Client shall not copy, make modifications to, reverse engineer or decompile the Upload System software, except to the extent permitted by law.
4.9 The Client shall not use any automatic extraction software (such as software tools commonly known as robots and spiders) or any other means to facilitate the downloading or capture of volume quantities of information from the Company.
5. Job Advertisements
5.1 The Client warrants that:
5.1.1 its job advertisement particulars shall be accurate, honest and truthful;
5.1.2 its job advertisements shall not contain unnecessarily repeated words or phrases intended to cause a false positioning in the search results seen by a Freelancer Club Member;
5.1.3 its job advertisements shall not contain links to the website of the Client (or any third party) or any job application contact information without the prior written agreement of the Company; and
5.1.4 its job advertisements shall not promote any ‘get rich quick’, pyramid selling or network marketing opportunities or similar.
6. Freelancer Club Members and Profiles
6.1 The Client shall only use Profiles and personally identifiable Freelancer Club Member information for the purpose of engaging as employee or freelancers, the Freelancer Club Members.
6.2 The Client shall keep confidential and not supply or make available to any person personally identifiable information that the Client receives from the Company or any Freelancer Club Member without the Freelancer Club Member’s express consent.
6.3 The Client shall comply with the provisions of the Data Protection Act 2018 and, in particular, shall take all appropriate technical, organisational and security measures to prevent unauthorised access, loss and use of personal data relating to Freelancer Club Members.
6.4 The Client accepts that it is responsible for satisfying itself as to the suitability of Freelancer Club Members for a job and verifying the identity of such Freelancer Club Members.
7. Client Indemnity
The Client shall indemnify the Company and its Affiliates against all claims, costs, damages, losses, expenses and liabilities suffered or incurred by the Company and its Affiliates arising as a result of any breach by the Client of clauses 4, 5 and 6.
8. Fees
8.1 Fees are as stated on the Payment Page and are inclusive of VAT which shall be paid by the Client and in the manner prescribed by law.
9. Intellectual Property Rights
The Client acknowledges that all intellectual property rights in the Concierge Service, technology supporting the Concierge Service (including the Upload System) and the Freelancer Club vest in the Company and/or its licensors and partners and that the Client has no rights in, or to, such intellectual property other than the right to use in accordance with the Contract.
10. Limitation of Liability
10.1 This clause sets out the entire financial liability of the Company to the Client in respect of:
10.1.1 any breach of the Contract;
10.1.2 any use made by the Client of the Concierge Service; and
10.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
10.2 Nothing in the Contract shall exclude or limit the Company’s liability for death or personal injury resulting from the negligence of the Company or for fraud or for any other liability that cannot be excluded or limited by law.
10.3 All warranties, conditions and other terms implied by statute or common law in relation to the Concierge Service are, to the fullest extent permitted by law, excluded from the Contract.
10.4 The Company is not obliged to verify the identity of any Freelancer Club Members or check the suitability of any Freelancer Club Members for any job vacancy, and the Company shall have no liability in respect of any failure to do so.
10.5 The Company shall not be liable to the Client or to any third party under or in connection with the Contract for any loss of business, contracts, profits, anticipated savings, data, damage to hardware and software, or for any indirect, special or consequential loss.
10.6 The Company does not accept liability for loss of any Client Content.
10.7 The Company’s liability in respect of any failure to perform the Concierge Service in accordance with the Contract shall be limited to the re-performance of the relevant part of the Concierge Service as far as is practicable.
10.8 Subject to the provisions of this clause 10, the total liability of the Company to the Client in respect of any loss or damage under or in connection with the Contract shall not exceed the aggregate amount of Fees paid by the Client in respect of the corresponding Concierge Credit.
10.9 The Company shall not be liable to the Client for any liability arising to the Client which is directly or indirectly caused by, or alleged by any party to be directly or indirectly caused by, or attributable to, a Freelancer identified by the Company.
11. Confidentiality
The Company and the Client agree to keep the terms of the Contract and all information that is obtained about the business, finances, technology and affairs of the other strictly confidential. This clause shall not apply to information which has come into the public domain other than by breach of this clause or is required to be disclosed by law.
12. Termination
12.1 Either party may terminate the Contract:
12.1.1 immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
12.1.2 immediately upon written notice to the other party if the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.
12.2 Where the Company believes (in it is sole discretion) that the Client has breached the provisions of clauses 4, 5 or 6 then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (i) suspend the Concierge Service and/or (ii) terminate the Contract immediately upon written notice.
12.3 Upon termination of the Contract for any reason:
12.3.1 the Client shall immediately cease using the Concierge Service, permanently delete any access passwords for the Concierge Service; and
12.3.2 the Client shall immediately pay to the Company all outstanding sums due to the Company under the Contract; and
12.3.3 save in the case of termination by the Client in accordance with Clause 12.1, the Client acknowledges and agrees that it shall not be entitled to a refund of any sums paid in advance to the Company.
12.4 Termination of the Contract shall not affect the accrued rights or liabilities of the Company or the Client under the Contract nor any provision of the Contract which is expressed or required to survive or operate in such event.
13. General
13.1 The Contract contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters.
13.2 No amendment, variation or modification to the Contract shall be deemed valid unless it is agreed in writing by the parties.
13.3 The Client shall not assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
13.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract.
13.5 Nothing in the Contract shall be deemed to create any kind of partnership or joint venture between the Company and the Client.
13.6 No failure or delay by either party in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract is a waiver of any subsequent or other breach.
13.7 Neither party shall be liable for any delay or non-performance under the Contract caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Contract. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Contract by notice in writing to the other party.
13.8 If any provision of the Contract is held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
13.9 Notices under the Contract must be in writing and shall only be deemed to have been duly served if hand delivered, sent by facsimile (provided the transmitting machine reports successful transmission), recorded delivery or email to the contact address of the party as may be notified by that party under this clause.
13.10 The Contract shall be governed by and construed in accordance with French law and the parties agree to submit to the exclusive jurisdiction of the French courts in relation to any disputes arising under or in connection with the Contract.
SCHEDULE A
Concierge Service will be as follows.
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The Company will use reasonable efforts to identify up to three Freelancers, per Concierge Credit, who are most suitable for a job, based on the Job Information provided by the Client.
The Company will relay any relevant information provided by the Client in the Job Information to the said Freelancer(s) on the request of the Client.
The Company will request the said Freelancer(s) to contact the Client through the preferred method outlined by the Client in the Job Information.
The Company shall provide the Client with confirmation that the Company has requested the said Freelancer(s) to contact the Client, and shall provide the Client with the relevant Freelancer(s)’ contact details in order to facilitate the service.
In the event that the Client and the identified Freelancer(s) are unable to successfully contact each other, the Company shall use its reasonable endeavours to facilitate the connection. However, in the event a connection between the identified Freelancer(s) and the Client does not occur, the Company shall not be obliged to recommend a replacement Freelancer(s).
On the request of the Client, the Company shall assist the Client to amend the Job Information in order to provide a suitable level of Concierge Service.
