We may update the Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. We shall notify you of any changes we make to the Terms if you have a current registered account on the Site. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. Updated Terms will be effective as soon as they are accessible.
The Site is an online marketplace where Clients can engage Freelancers to provide Services. We do not provide services directly, nor do we act as principal in any transaction, nor as agent for either party except to facilitate payments, and manage disputes. We are an intermediary platform, and we are not bound by any contract that may arise at any time between a Client and a Freelancer. We do not act as an employment agency and/or an employment business in respect of the Site.
2.Definitions & Interpretation
Words defined in Condition 1 shall have the same meaning when used throughout the Terms. In addition, the following words have the following meanings:
Admin Fee: the fees charged to the Client as set out here;
Client: a business or other entity who registers on the Site in order to find a Freelancer;
Dispute Resolution Policy: our dispute resolution policy as may be amended on notice from us from time to time;
Freelancer: an individual who registers on the Site seeking to provide Services;
Freelancer Profile: the profile with information about a Freelancer uploaded to the Site by a Freelancer;
GradSkills Service Fee: the fees charged to the Freelancer as set out here;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Stripe Account: the Client or the Freelancer’s account operated by Stripe;
Milestone: a milestone for the provision of the Services which may either be an Individual Milestone for a one-off Service, or a Repeating Milestone for a repeated;
Project: a description of the Services required provided by a Client;
Project Fee: the fee due from the Client in consideration of the Services by the Freelancer together with all applicable VAT;
Proposal: a response to a Job posted by a Freelancer;
Review: any review, comments or other feedback provided to us;
Services: the services to be provided by a Freelancer;
Service Contract: the relationship between the Freelancer and the Client in respect of the Services based either (a) on our template service contract set out here subject to any additional terms and conditions that the Freelancer and Client may agree to in writing from time to time; or (b) on any other contract that the Freelancer and Client may agree to in writing from time to time subject to Condition 7;
Working Day: any day other than a Saturday, Sunday or public holiday in England; and
you: any user of the Site, including Freelancer and/or a Client as the case may be.
Words in the singular include the plural and in the plural include the singular.
Headings shall not affect the interpretation of the Terms
References to Conditions are references to the conditions of the Terms.
Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related words.
3.Registration and Use of the Site
If you wish to register either as a Client or Freelancer on the Site, you must be at least 18 years old and legally capable of entering into a contract.
If you wish to register as a Client on the Site, you must have the authority to bind the Client to the Terms
If you wish to register as a Freelancer on the Site, you must:
not have any criminal conviction anywhere in the world, excluding an offence under road traffic legislation in the United Kingdom or elsewhere for which you are not sentenced to any term of imprisonment whether immediate or suspended; and
be legally entitled to work in the territory where you are seeking to provide the Services.
At our request, you shall provide evidence of your compliance with the requirements above in this Condition 3. You also agree to provide any further information we may require from you from time to time, including information relating to your identity.
When you register on the Site you will create a username and password. You are responsible for keeping your password confidential. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email to firstname.lastname@example.org if you believe there has been any unauthorised use of your account. Please keep all of your account information current and complete. Please ensure that your username is appropriate and in particular you should not select a username that is intended to impersonate another person, that uses the name of a well-known brand or company and/or that may be offensive. If you do so, we will contact you and your registration will be suspended until you change your username to comply with this Condition 3.5. You may not transfer your account to anyone else.
Following registration, we shall be entitled to reproduce and use the Client’s name and associated logos within marketing and publicity for our business.
When you use the Site you must comply with all applicable laws and you agree not to:
try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site;
harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information;
add another user to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes;
transmit spam, chain letters or other unsolicited emails; and/or
reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion.
The copyright in the Site is owned by or licensed to us. All rights are reserved.
The Site may contain links to websites operated by third parties. We do not have any influence or control over any such third party websites and we are not responsible for and do not endorse any third party websites or their availability or content.
Freelancers must upload a Freelancer Profile and agree that the Freelancer Profile will include as a minimum all of the information that the Freelancer is prompted to submit. You warrant and represent that all content included in your Freelancer Profile shall be accurate and up-to-date and shall accurately describe your qualifications and experience. The content in your Freelancer Profile shall not:
breach the provisions of any law, statute or regulation;
infringe the copyright, database rights, trade mark rights or other IP Rights of any third party;
be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence;
be deliberately or knowingly false, inaccurate or misleading;
include any content which promotes fraudulent or illegal activities; promotes violence or hatred; is discriminatory of any group of people; is offensive, hateful or inflammatory;
include any content or links to third party advertising; and/or
give rise to any cause of action against us.
We do not routinely monitor or review any content within a Freelancer Profile. However, we may remove any content at any time and without notice to you if we reasonably believe that such content infringes any of the provisions of Condition 4.1.
Once you have uploaded your Freelancer Profile you agree that:
all Clients may view your Freelancer Profile and use your Personal Data to contact you directly about job opportunities that they believe might interest you or in order to otherwise help you find employment. Clients may include recruitment agents and potential employers; and
as a result of your Personal Data being made available online it may be accessed by Clients outside of the United Kingdom and/or the European Economic Area in territories in which the protection conferred on data subjects is not as extensive as it is within the United Kingdom and/or the European Economic Area.
If you no longer wish for your Freelancer Profile to be available on the Site, please let us know or remove it from your account. Do please note that Clients who have already accessed your Freelancer Profile, will not know that you are no longer interested in receiving information about job opportunities so you will need to inform them of this as and when they contact you.
You should remove your Freelancer Profile from the Site if you are no longer seeking the opportunity to provide Services.
Your communications with Clients, and any feedback you provide must be written and posted in a fair, honest and professional manner in the context of the relationship. You may also submit your Proposals on the Site which should comply with the requirements of Condition 4.1.
Once registered as a Client you can post Projects and engage with Freelancers in relation to your Projects.
Your Projects should include sufficient information for the Freelancer to respond, such as:
a clear description of the Services required;
any assumptions or likely difficulties associated with the Services;
any timetable and the relevant Milestones; and
the Project Fee due to the Freelancer if known.
Your Projects, any communications with Freelancers and any feedback you provide must be written and posted in a fair, honest and professional manner in the context of the relationship.
You must not post any content on the Site that:
is deliberately dishonest or false;
is obscene offensive, hateful, inflammatory, or unlawful, or promotes illegal activities, violence or hatred;
is discriminatory of any group of people;
includes any IP Rights that do not belong to you unless you have the written permission of the owner of such IP Rights to reproduce it on the Site;
includes any content or links to third party advertising; and/or
includes any personal insults or attacks; and/or
encourages or otherwise deliberately or recklessly involves any breach of applicable laws, regulations, codes of practice and/or guidelines.
Do not ask Freelancers for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning.
Freelancers and Clients may leave a Review for each other following completion of the Services.
You warrant and represent that your Reviews shall:
be fair, genuine and honest, and properly represent your experience;
not contain any content that is threatening, offensive, spiteful, obscene or defamatory or otherwise unlawful; and/or
not be construed as an advertisement for your or any third party’s products, services or business.
We do not routinely monitor any Review, but we may edit, remove or not post any Review at our sole discretion.
You agree that you must not offer or receive any incentive to write a Review.
You grant to us a licence to edit and use your Review on the Site within marketing and publicity materials for our business and to improve the functioning of the Site and monitor the activities of Site visitors.
A Review is not an endorsement or recommendation by us of the Client or Freelancer as the case may be, and you rely on the content of a Review at your sole discretion.
7.The Freelancer/Client relationship
By sending a Proposal to a Job, the Freelancer is inviting the Client to contract with it. If the Client accepts a Proposal, this will form a legally binding Service Contract based on the scope of Services set out in the text of the Proposal and the agreed Milestones, which may also refer to the description of the Project and any messages between the Client and the Freelancer. Each of the Client and the Freelancer warrants and represents to us that it will comply with the provisions of the Service Contract.
If as part of the Service Contract you have agreed any additional or replacement terms to our template service contract, then at our request, you shall provide us with details of such additional or replacement terms. For the avoidance of doubt however, you may not enter into any Service Contract where the payment terms are inconsistent with the terms of Condition 10.
We make no representation or warranty in relation to the Service Contract. You should take appropriate advice to ensure that the provisions of the Service Contract reflect your requirements on a case by case basis.
The Client shall treat all personal data and other information relating to a Freelancer as confidential and shall comply with all applicable data processing laws and regulations. In particular, the Client shall:
keep all such information secure, and not share the data with any third party, or use such data for any purpose except in relation to a Project under the terms of the Service Contract;
take appropriate security measures (including physical, electronic and procedural measures) to help safeguard such personal data from unauthorised access, loss and disclosure;
ensure that individuals processing personal data of a Freelancer are subject to a duty of confidence in relation to such personal data;
assist us in providing subject access and allowing data subjects to exercise their rights under applicable laws and assist us in meeting our legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
at our request, submit to audits and inspections by us to ensure that the Client is complying with its obligations under this Condition 6.6 and notify us if the Client is requested to take any action in breach of any applicable data protection legislation.
8.Disclaimer – Your attention is particularly drawn to this Condition
You acknowledge and agree that the Site is provided for information purposes only. We do not act as an employment agency and/or an employment business. This means that we do not have the obligations of an employment agency and/or an employment business under the applicable laws, including any obligation to confirm the identity and/or suitability of a Freelancer for a particular Project and/or the suitability of a particular Project for a Freelancer.
It is therefore the responsibility of the Client to ensure the Freelancer is suitable for a particular Project. All normal, prudent checks should be carried out, including identity checks, qualifications and experience. Likewise, it is the responsibility of the Freelancer to ensure the Client and the Project are suitable for the Freelancer. Again, all normal prudent checks should be carried out including a clear understanding of the Project, including hours, deadlines and pay.
We do not warrant or represent that we:
obtain confirmation of the identity of a Client and/or a Freelancer through the Site (although our payment providers may do so);
confirm the suitability of a Freelancer for a Project, or that they have the experience, training, qualifications or authorisation to provide the Services;
confirm the suitability of a particular Project for a Freelancer;
take any steps to ensure the Freelancer or the Client is aware of any requirement imposed by law or otherwise which must be satisfied to permit the Freelancer to fulfill the Services;
give any indication to a Client as to whether the Freelancer is suitable to provide the Services;
propose any particular Freelancer to a Client or provide any additional information about a Freelancer; and/or
take up any references in relation to a Freelancer or a Client.
We are not responsible for any act or omission of a Freelancer or for the Services performed by the Freelancer or any failure to perform the Services. Likewise, we are not responsible for any act or omission of a Client including the obligation to pay any sums due.
Subject to Condition 8.7, we shall in no circumstances be liable to you in contract, tort (including negligence) or otherwise for any:
loss of profit, anticipated profits or business;
loss of data and content;
loss of opportunity;
loss of revenue or wasted expenditure;
loss of goodwill or reputation; and/or
consequential, special or incidental loss or damage (whether or not advised of the possibility of the same).
The provisions of this Condition 8.5 are severable.
Subject to Condition 8.7, our maximum liability to you whether in contract, tort or otherwise shall in no circumstances exceed the GradSkills Service Fee and Admin Fee we retain in respect of the Services that are the subject of the claim.
Nothing in the Terms shall be construed as excluding or limiting our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded by English law.
Our Site may include third party advertisements, which may be targeted towards you. We do not endorse or recommend any product or service offered for sale by any advertiser within the advertisements on the Site and we are not responsible for the content of any third party advertisement.
You shall defend and indemnify us and keep us indemnified and held harmless from and against any costs, claims, losses, damages, expenses and liabilities that we may suffer or incur arising as a result of any claim received by us in relation to your acts or omissions, including your breach of these Conditions, negligence and/or reckless default. This indemnity will survive termination of your account on the Site.
All payments for Services must be made in accordance with this Condition 10, and in particular, please note that:
you need a Stripe account to make and receive payments on the Site;
the Client must ensure that its Stripe Account is always in credit.
Payments are made according to the Milestones that are the subject of the Service Contract:
for Individual Milestones, the Project Fee and Admin Fee is due from the Client in advance in full and the Project Fee less the GradSkills Service Fee is released to the Freelancer when the Client confirms that the Individual Milestone has been completed; and
for Repeating Milestones, the Project Fee and Admin Fee is due from the Client in arrears on a weekly or monthly basis, based on the cycle duration agreed between the Client and the Freelancer. The Freelancer shall submit the hours they have completed for the current cycle through the Site by midnight each Sunday for weekly cycles, and by midnight on the last Sunday of the month for monthly cycles. The Site shall then notify the Client of the details of the Project Fee and Admin Fee for this Repeating Milestone. The Client has until 5pm on the following Friday to dispute the Project Fee. If the Client does not dispute the Project Fee, then the Project Fee and Admin Fee is charged to its Stripe account and the Project Fee less the GradSkills Service Fee is transferred to the Freelancer. If the Client does dispute the Project Fee, no sums are charged to its Stripe account, and the Client should discuss the issue with the Freelancer, and then if necessary, follow the Dispute Resolution Policy.
Payments made for Individual Milestones will be automatically released to the Freelancer after 90 days from the date of payment, unless:
the Client releases payment for the milestone in accordance with Condition 10.2.(a) prior to 90 days from the date of payment;
The Client disputes the project fee in accordance with Condition 14 at least 21 days prior to 90 days from the date of payment (i.e., within 69 days from the date of payment); or
The Client creates, and makes payment for, an exact replica of the expiring milestone, and the Client requests a refund for the expiring milestone in writing to email@example.com no later than 7 days prior to 90 days from the date of payment (i.e., within 83 days from the date of payment).
Payment processing services for users on GradSkills are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a user on GradSkills, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GradSkills enabling payment processing services through Stripe, you agree to provide GradSkills accurate and complete information about you and your business, and you authorize GradSkills to share it and transaction information related to your use of the payment processing services provided by Stripe.
If your Stripe Account has a negative amount of funds, we may, or we may instruct Stripe to:
set-off the negative amount of funds with funds that you subsequently receive into your Stripe Account;
if you have funds in multiple currencies in your Stripe Account and one of the currencies becomes negative for any reason, we may set-off the negative amount against funds you maintain in a different currency balance (at an exchange rate applied by us);
reverse payments you have made from your Stripe Account to another user’s Stripe Account;
deduct amounts you owe us from money you subsequently add or receive into your Stripe Account; or
immediately suspend or limit your access to the Site until such time as your Stripe Account no longer has a negative amount.
You acknowledge that we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you.
The Client must not pay or agree to pay any sums to the Freelancer directly. The Freelancer must not invoice or otherwise request payment directly from the Client.
We encourage fair payment for fair work, and accordingly the Client agrees that it shall pay a reasonable sum for each Milestone that reflects a fair market rate for the Services, taking account the experience and other qualities of the Freelancer.
If the Client disputes a Milestone, then the Freelancer shall be entitled to raise a dispute under the Dispute Resolution Policy.
We may refund a payment for an Individual Milestone to a Client if:
we are required by law or consider that we are required by law to do so;
we determine that a refund to the Client will avoid any dispute or an increase in our costs;
following a determination to do so under our Dispute Resolution Policy;
the original payment made by the Client was fraudulent;
the Client has made a duplicate payment in error; or
we consider, at our sole opinion, that it is likely that the refund is necessary to avoid a credit card chargeback.
A Freelancer can withdraw funds from their Stripe Account subject to the following provisions:
we may impose a minimum withdrawal amount;
you cannot withdraw more funds than are available in your Stripe account.
Notwithstanding Condition 10.11 a chargeback (being a challenge to a payment that a Client files directly with their payment issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions. You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you. You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).
The Freelancer acknowledges that it shall be exclusively responsible for the payment of national insurance contributions and for the discharge of any income tax liability and VAT payable in respect of the sums paid to it and shall pay any such contributions and taxes to the appropriate authorities. If for any reason we become liable to pay any such tax liabilities, the Freelancer shall reimburse us in an amount equal to all amounts assessed to be payable by us.
We do not advise a Client on tax or legal issues. The Client must consider whether the engagement it proposes with a Freelancer will be classified by any regulatory authority, including a tax authority as an independent consultant, or whether the engagement is likely to be deemed as an employment engagement. We shall have no liability for any decision made by the Client or any claim made against the Client or the Freelancer as a result of such decision.
You agree that the Project Fee shall be paid to us. This means that if following completion of a Project, a Client wishes to re-engage the Freelancer, the Client shall do so only through the Site.
In order to ensure that you have complied with Condition 11.1, we shall on reasonable notice to you be entitled to audit all payment records of a Client relating to a Freelancer that has been introduced through the Site to ensure full and accurate disclosure and payment of all sums due. If following the audit, there is found to be a breach of Condition 11.1, then the Client shall promptly pay to us all sums that we would have retained in respect of any services provided by the Freelancer and fee paid to the Freelancer, together with the costs of the audit and enforcement of Condition 11.1.
For the avoidance of doubt, you have no right to use our template service contract except in relation to a Freelancer introduced through the Site.
Any breach of this Condition 11 shall constitute a material breach of the Terms, and we shall be entitled to suspend or terminate your account.
We try to maintain and make the Site available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall try to schedule maintenance and upgrades outside of normal working hours. However, you agree that we have no liability to you for such interruptions.
We are not be liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or insufficient bandwidth.
13.Termination or Suspension
We may suspend or terminate your account at any time and without liability for any or no reason, including if:
any information that you provide to us is not true or we cannot verify or authenticate any such information;
you are in breach of any of the Conditions of the Terms; and/or
we receive complaints or disputes are raised in relation to your activities.
Following termination by us of your account you must cease to use the Site and you must not re-register on the Site under any other name. Nothing in this Condition shall affect your obligations under Condition 9.
You may contact us at any time at the email address set out above to terminate your account.
If there is a dispute between the Freelancer and the Client, we ask each party first to discuss in an amicable and professional manner the issue with the other party to attempt to resolve the issue.
If the Client disputes the Project Fee, then either party may refer the dispute to us under the Dispute Resolution Policy.
In order to ensure the validity of our Dispute Resolution Policy, both the Freelancer and Client expressly agree that if a dispute is raised by or against it, it will comply with the following rules:
we manage the procedures described in our Dispute Resolution Policy as an independent adjudicator and not as a legal services provider:
each party is entitled to appoint a legal representative at its own cost to assist it in the procedures described in our Dispute Resolution Policy;
each party shall provide promptly to us all information we reasonably require in relation to the dispute;
once we have gathered all the information as we deem relevant we will investigate the complaint thoroughly and fairly and shall deliver an objective written decision to each of the Client and the Freelancer;
each of the Freelancer and Client expressly agrees to comply with the judgement and shall pay all such sums as we determine within 10 days of receipt of our judgement;
If we determine that sums are due from the Client and payable to the Freelancer, we shall charge such sums to the Client’s Stripe account and transfer such sums to the Freelancer in accordance with Condition 10.2; and
notwithstanding the provisions of this Condition 14.3, we cannot be liable for any act or omission of the Client or the Freelancer under the Dispute Resolution Policy or in connection with our decision, including any failure to pay or refund any sums we determine are due.
If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
Notices may be sent under these Terms by first class post, personal delivery and/or email to the latest address or email address notified by a party. Notices sent by first class post are deemed received 2 Working Days after posting; notices sent by personal delivery or email shall be deemed received on the date of delivery.
We may assign or otherwise transfer our rights and obligations in terms of the Terms to third parties. You remain bound by these Terms following such assignment.
These Terms shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts.