Effective Date: August 22, 2016
These terms and conditions form a contract between you (either acting as an individual or when representing a company) and SkillQuo. Accessing this website and utilizing the services available will be deemed as your understanding and acceptance of these terms. You are not permitted to access or use these services unless you agree to be bound by these terms in their entirety. If acting on behalf of a company or other legal entity you represent and warrant that you have authority to bind that entity. The company reserves the right to revise and amend these terms from time to time with or without providing any notice to you.
1. Scope of Services
The company provides a platform whereby clients can connect with independent consultants offering relevant business and professional services. A client can use the platform to post details of a project and negotiate job terms prior to entering a commercial arrangement with a consultant. On satisfactory completion of the project payments can be processed through the platform. In turn, a consultant can use the platform to promote their services by creating a profile accessible to clients.
1.1 Under the terms of this agreement consultants are required to have at least two years’ experience at a leading firm within the field of business development, investment banking, management consulting, business start-up, market research and/or supply chain operations.
1.2 Clients are provided with a project template in which to specify their requirements.
1.3 The company securely hold the client’s payment in escrow until the project is completed to their satisfaction.
2. Eligibility
The platform is only available to individuals and legal entities who are capable of forming legally binding contracts under applicable law. Clients and consultants therefore:
2.1 Must be aged 18 or over at the time of creating an account;
2.2 Must not be citizens or residents of a geographic area in which access to or use of the platform is prohibited by applicable law, decree, regulation, treaty, or administrative act;
2.3 Must not be citizens or residents of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes;
2.4 Must not be individuals, or individuals employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation;
2.5 Must not be prohibited or limited in any way from using the platform by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way.
3. Accounts
In order to use the platform you agree to:
3.1 Provide true and accurate information about yourself to create your account on our platform;
3.2 Maintain and update such information to keep it current and complete;
3.3 Safeguard any password provided for use of the platform. The company will not be liable for any loss or damage arising from your failure to comply with this requirement;
3.4 Notify the company if you suspect that your account password has been lost or stolen.
If any information provided is found to be incorrect or inaccurate then your account may be suspended or terminated and any future use of the platform may be refused.
4. Identity Verification
Upon registering for an account (and from time to time thereafter) your identity and status will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on the platform. You authorize the company directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and/or your business.
5. Exclusivity
For a period of twelve (12) months from the time you identify a consultant or are identified by a client through the platform, you agree to use the platform as your exclusive method to receive all services and to make or receive all payments, directly or indirectly, arising out of the relationship with that party. Upon expiration of that exclusivity period, you are free to directly deal with the applicable consultant outside of the platform and independently from these terms. By way of illustration and not in limitation of the foregoing, you must not:
5.1 Submit proposals or solicit parties identified through the platform to contact, hire, work with, or pay outside the site; or
5.2 Accept proposals or solicit parties identified through the platform to contact, deliver services, invoice, or receive payment outside the site.
You agree to notify the company immediately if another person improperly contacts you or suggests making or receiving payments outside of the platform. If you are aware of a breach or potential breach of this exclusivity agreement, please submit a confidential report to the company by sending an email message to: legal@skillquo.com
6. License
The company hereby grants to the client and/or consultant a personal, non-exclusive, royalty-free, worldwide license, revocable only for breach by the client and/or consultant, to use the platform solely to the extent necessary and permitted under the terms of this agreement.
6.1 The client/consultant must not access (or attempt to access) the platform by any means other than through the interface provided, and will not use information from the platform for any purposes other than the purposes for which it was made available.
6.2 The client/consultant must not modify, adapt, translate, reverse engineer, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the platform or take any similar action in relation to any propriety software of the company;
6.3 The client/consultant may not assign, sublicense or deal with the platform in any way other than that permitted within this agreement.
6.4 The client/consultant acknowledges that use of this platform is by a limited license and does not constitute the sale of any software program or other intellectual property.
7. Privacy
All information you provide to the company is subject to our privacy policy which governs our collection and use of such information. Your use of the platform constitutes your consent to the collection and use of this information. For more information please review our Privacy Policy
8. User Content
By accessing and using the platform, you agree to abide by the company’s Code of Conduct which is incorporated herein by reference. The company reserves the right to edit or delete any content you provide at any time although we are under no obligation to review the information you provide. When using the platform you agree to the following:
8.1 You will not post anything illegal, unlawful or likely to encourage illegal or unlawful behavior;
8.2 You will not post anything likely to damage the reputation of the company;
8.3 You will not post anything likely to be a nuisance, harmful or deceptive to any other person;
8.4 You will not post anything defamatory, obscene or offensive;
8.5 You will not post anything that infringes the copyright, trademarks or other intellectual property rights of another person;
8.6 You take full responsibility for the content you post or add to the platform. Any content found to be in breach of these terms may be removed and you may be required to compensate anyone who suffers loss as a result.
9. Rights and Restrictions
The company reserves the right to remove or refuse to distribute any content on the platform, to suspend or terminate users and to reclaim usernames without liability to you. The company also reserves the right to access, read, preserve and disclose any information as we reasonably believe necessary to:
9.1 Satisfy any applicable law, regulation, legal process or governmental request;
9.2 Enforce these terms, including investigation of potential violations hereof;
9.3 Detect, prevent or otherwise address fraud, security or technical issues;
9.4 Respond to user support requests;
9.5 Protect the rights, property or safety of the company, its users or the public.
By using the platform the client and/or consultant confirms:
9.6 Only to use the platform in accordance with the applicable laws and these terms;
9.7 Not to use the platform for any fraudulent purpose;
9.8 Not to use the platform in any service bureau arrangement;
9.9 Not to copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the platform or any part thereof in any form or manner or by any means;
9.10 Not to interfere with or disrupt the access of any user, host or network.
10. Fees
The company does not charge clients for posting roles and interviewing consultants. Similarly, the company does not charge consultants any fees for joining our community of experts or for bidding on projects. Details of our fee structure can be found in our Fee Policy.
11. Payments
11.1 When a client hires a consultant, the company immediately collects the entire fee and holds it in escrow. This protects the consultant as it ensures that they will be paid upon completion of the project. Depending on what the client and the consultant agree, the consultant will either be paid in one lump sum upon completion or in increments depending on milestones completed for longer term projects. For this, the company offers a convenient milestone tracking feature.
11.2 If a client fails to pay the consultant’s fees or any other amounts due under these terms and conditions, whether by cancelling a credit or debit card, initiating an improper chargeback, or any other means, the company may suspend or close the client’s account and revoke the client’s access to the platform, including the client’s authority to use the platform to process any additional payments, enter into further service contracts, or obtain any additional consultancy services. Without limiting other available remedies, the client must pay the company upon demand for amounts owed under the terms and conditions, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, the company, at our discretion, may set off amounts due against other amounts received from or held by the company for the client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
12. Refunds
A client may request a refund on a job that has been started but is not yet completed by raising a dispute in accordance with the process set out in sections 13. and 14. below. If the refund is agreed, the funds will be credited back to the client via the same payment method as used to make the original payment.
To request a refund on a closed job please contact the company. We will assess such a claim on its merits taking into account all relevant material and communications.
13. Disputes with Clients/Consultants
We offer a dispute resolution process for our platform users. By registering for an account you agree to use this process to resolve any disputes that may arise. You can raise a dispute at any time up to seven days after job completion. We will investigate each dispute, make any decision and take any action to implement our decision (such as making payments or part-payments and releasing content) at our sole discretion. If a dispute is raised before the job is closed we will continue to hold the payment until the dispute resolution process has come to an end. We will then allocate payment depending on the outcome of the dispute. Please review our detailed Dispute Resolution Process.
14. Disputes with the Company
If a dispute arises between you and the company in relation to the terms of this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, we aim to resolve the dispute quickly and cost-effectively. Our dispute resolution procedure consists of the following:
14.1 Informal Stage
The parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to
this agreement through negotiation. If the dispute cannot be settled amicably within thirty (30) days from the date on which either party has served written notice on the other of the dispute then the remaining provisions of this Clause 13 shall apply;
14.2 Arbitration
Any dispute, claim or controversy that cannot be resolved by informal negotiation shall be determined by and through binding arbitration in the State of California before three arbitrators. Binding arbitration shall be administered by and pursuant to the American Arbitration Association and its rules and procedures. Judgment on any award and/or determinations shall be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction; however, none of the parties may initiate or maintain in-court litigation in lieu of binding arbitration.
15. Intellectual Property
15.1 Nothing in this agreement will affect the Intellectual Property Rights in the platform which are and shall remain vested in the company. The services may be protected by copyright, trademark or other laws both in the United States and in any/other territories worldwide and you are not permitted to use the company name, logos, trademarks, domain names or other distinctive brand features without prior consent.
15.2 You retain your rights to any content you submit, post or display on or through the platform. By submitting, posting or displaying content on or through the platform you grant us a worldwide, non- exclusive, royalty free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods now known or later developed.
15.3 You agree to indemnify us for any cost, expenses, damages or liabilities we may incur relating to any breach of intellectual property rights incurred by you. We reserve the right to remove or edit any contributions as we deem appropriate without notice should it be believed that they infringe the rights of the company or any third party.
16. Confidentiality
To the extent a client or consultant provides confidential information to the other, the recipient will protect the secrecy of the discloser’s confidential information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and will:-
16.1 Not disclose or permit others to disclose another’s confidential information to anyone without first obtaining the express written consent of the owner of the confidential information;
16.2 Not use or permit the use of another’s confidential information, except as necessary for the performance of consultancy services (including, without limitation, the storage or transmission of confidential information on or through the site for use by consultant); and
16.3 Limit access to another’s confidential information to its personnel who need to know such information for the performance of consultancy services.
The provisions of this clause will not apply to any disclosure required by law or a regulatory authority.
17. Termination
17.1 Subject to satisfying any obligation to pay for outstanding services, you may cancel your account at any time. Notification should be forwarded to the company but if you do not specifically inform the company your account may be deactivated due to prolonged inactivity.
17.2 We may suspend or terminate your account or cease providing you with all or part of the services at any time for any reason, including but not limited to:
(i) Your breach of these terms or any code of conduct applicable to this agreement;
(ii) Any conduct which exposes us to any legal risk;
(iiI) If our provision of services to you is no longer commercially viable.
If we do suspend or terminate your account we will make all reasonable effort to contact you and advise you of the position.
18. Force Majeure
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under a contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract. Failure to pay is not Force Majeure. A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
(i) promptly notifies the other of the Force Majeure event and its expected duration; and
(ii) uses reasonable endeavors to minimize the effects of that event.
If, due to Force Majeure, a party:
(i) is or will be unable to perform a material obligation; or
(ii) is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days, the other party may, within 30 days, terminate any contract on immediate notice.
19. Limitation on Liability
The company is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with these terms and conditions, including, but not limited to:
19.1 Your use of or your inability to use the platform;
19.2 Delays or disruptions in the platform;
19.3 Viruses or other malicious software obtained by accessing, or linking to the platform;
19.4 Glitches, bugs, errors, or inaccuracies of any kind in the platform;
19.5 Damage to your hardware device from the use of the platform;
19.6 The content, actions, or inactions of third parties’ use of the platform;
19.7 A suspension or other action taken with respect to your account;
19.8 Your reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the site; and
19.9 Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the terms and conditions.
Additionally, in no event will the company, our affiliates, our licensors, or our third party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, or loss of data, production, profit, or business opportunities. The liability of the company, our affiliates, our licensors, and our third party service providers to any user for any claim arising out of or in connection with this agreement or any other terms and conditions will not exceed the lesser of: (A) $500; or (B) any fees retained by the company with respect to service contracts on which the use was involved as client or consultant during the six month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with these terms or any other terms and conditions, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
20. Indemnification
You will indemnify, defend, and hold harmless the company, our Affiliates, and our respective directors, officers, employees, representatives, and agents from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other user against the company relating to:
20.1 Use of the platform by you or your agents, including any payment obligations incurred through use of the platform;
20.2 Failure to comply with the terms and conditions by you or your agents;
20.3 Failure to comply with applicable law by you or your agents;
20.4 Negligence, willful misconduct, or fraud by you or your agents; and
20.5 Defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual
Property Rights or allegations thereof to the extent caused by you or your agents.
21. Relationship of Parties
21.1 Whilst acting as a consultant or client under this agreement your relationship to the company will be that of an independent contractor and customer receiving professional services. Nothing in the terms of this agreement will render you an agent, officer or employee, worker or partner of the company and you will not hold yourself out as such.
21.2 As a consultant you have no authority to act on behalf of the company and you will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from the company. You remain solely responsible for all tax returns and payments required to be filed or made to any federal, state, or local tax authority, in any nation.
21.3 As a client you recognize that the company does not in any way supervise, direct or control the performance of services provided by its consultants; the company is not a party to any contract you may enter into with a consultant and will not have any liability or obligations whatsoever under any such contracts.
21.4 The company does not provide the consultant with training or equipment for any project.
22. Miscellaneous Terms
22.1 Disclaimer
The company makes no warranty and disclaim all responsibility and liability for:
(i) The completeness, accuracy, availability, timeliness, security or reliability of the platform;
(ii) Any harm to your computer system, loss of data, or other harm that results from your access to or use of the platform;
(iii) The deletion of, or failure to store or to transmit, any content and other communications maintained through the platform; and
(iv) Whether the platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
No advice or information, whether oral or written, obtained from the company will create any warranty not expressly made herein.
22.2 Links
The platform may contain links to third-party websites. The platform may also contain applications that allow you to access third-party websites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that the company is not responsible or liable for:
(i) The availability or accuracy of third-party websites;
(ii) The content, advertising, or products on or available from third-party websites.
You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application within the platform does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the platform is on an “as is” and “as available” basis without any warranty for any purpose.
22.3 Severability
If any part of these conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.
22.4 Waiver
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
22.5 Use of Personal Data
You hereby consent to the Company holding and processing personal data relating to you including sensitive personal data and to the transfer of such information by the Company in order to carry on its business. You agree that the Company may process and disclose such data internally and so far as is reasonably necessary externally for the purposes of complying with statutory requirements, meeting the Company’s legitimate interests insofar as this processing is not unwarranted in any particular case by reason of prejudice to your rights and freedoms or legitimate interests and complying with this Agreement.
22.6 Headings
The headings contained within these terms are for convenience only and are not intended to form part of the agreement.
22.7 Notices
You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given by the company via email (to the email address provided when registering your account. Notices may be served upon the company via email to {insert email address}
23. Governing Law
These terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the services will be brought solely in the federal or state courts located in California, United States and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
24. Definitions
For the purposes of this agreement the terms herein shall have the following meanings:-
“Company” shall mean Skillquo.
“Client” shall mean authorized user of the platform seeking professional assistance from a consultant.
“Consultant” shall mean authorized user of the platform providing a professional service to clients. “Account” shall mean any profile set up by a client or consultant for use on the platform. “Intellectual Property” shall mean all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“User Content” shall mean any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of your profile or the platform generally or provide to the company.
“Platform” shall mean the website and any feature thereof provided by the company for use by clients and consultants for posting job descriptions, liaising with one another and entering commercial arrangements.
“Escrow” shall mean client escrow account or freelancer escrow account.