Client freelance terms and conditions.
The following outlines the terms of use of the NS.work website. Before using any of the NS.work services, you are required to read, understand, and agree to these terms.
1. Introduction
1.1. These Terms and Conditions for Clients (“Client Terms”) regulate your access to and use of the services provided by NoSweat Work Media cc, any subsidiary or holding company of NoSweat Work Media cc, their staff, contractors, agents, directors, shareholders, licensors and/or licensees (“NS.work”), through the various NS.work platforms, and includes, without limitation, websites, webpages, mobile applications, software applications, programmes, and notifications, as provided by NoSweat.work from time to time (“NS.work”), and any and all information, comments, content, data, text, graphics, photos or other materials uploaded, downloaded, viewed, accessed or appearing on the NS.work Platform (“Content”).
1.2. You will hereinafter be referred to as (“you”, “your” and/or “Client”)
2. Acceptance of Client Terms
2.1. By accessing or making use of the NS.work Platform, including accessing any Content, you agree that you have read and understood these Buyers Terms and agree to be bound by these Buyers Terms, as well as any other policies, guidelines, rules and procedures published by NS.work from time to time.
3. The NS.work platform and the relationship between the parties
3.1. The NS.work Platform allows you to engage with potential independent contractors that you may, subject to the payment of the Fees, appoint on a limited duration per project basis for the performance of specific outsourced tasks (“Candidate”). As such, NS.work, and through the NS.work Platform, acts as a facilitator of the introduction between you and the Talent. It is specifically recorded that NS.work may in its sole discretion add or remove certain functionality from the NS.work Platform. On this basis, NS.work has no other obligations to you other than those that are contained in these Client Terms, more specifically, to provide you with access to the Talent that are registered on the NS.work Platform.
3.2. NS.work similarly has a contractual relationship with the sellers in that NS.work introduces the Candidate to you and may provide the Talent with certain additional services. However, NS.work does not employ any of the Talent, and any remedies that you may have against the Candidate for non-performance of the Candidate obligations, may only be exercised by you against the Candidate and NS. work shall not in any way be liable for any breach by, damages or losses caused by the Candidate.
3.3. These Terms and Conditions for Clients (“Client Terms”) are determined by NS.work in their sole and absolute discretion, and shall, only with the written consent of NS.work be amended based on consultation with you and based on your specific requirements. Every engagement by you with a Candidate shall be as per these Client Terms.
3.4. NS.work cannot accept any responsibility for the truthfulness or accuracy of any information that a Candidate represents through the NS.work Platform and NS.work is indemnified by you for any direct or indirect damages or losses caused by any misrepresentation of any kind made by a Candidate.
3.5. NS.work may from time to time offer various paid functionality relating the NS.work Platform, which includes but is not limited to, access to Candidate Profiles, facilitating your engagement with and/or appointment of a Candidate and the management of the invoicing and billing processes between you and the Candidate and management of the content.
4. Duration and Purchase Orders
4.1. The consideration payable by you shall be the either:
4.1.1. the hourly rate of the Candidate as indicated on the NS.work cost estimate calculated over each hour that Candidate is appointed by, or engaged with you;
4.1.2. the daily rate of the Candidate as indicated on the NS.work cost estimate calculated over each day that Candidate is appointed by, or engaged with you;
4.1.3. the monthly rate of the Candidate as indicated on the NS.work cost estimate calculated over each month that Candidate is appointed by, or engaged with you.
4.2. The rate described in clause 4.1 will include a additional percentage of the rate that is owed by you to NS.work and shall be recorded in the relevant purchase order. (“Fees”).
4.3. The Fees shall be invoiced:
4.3.1. on a per job or weekly basis depending on the duration of the work, whichever is shorter in the case of hourly rates
4.3.2. on a per job or weekly basis depending on the duration of the work, whichever is shorter in the case of daily rates.
4.3.3. on a per job or monthly basis depending on the duration of the work, whichever is shorter in the case of monthly rates.
4.4. You will provide a purchase order (“Purchase Order”) to NS.work identifying the following information
4.4.1. the nature and scope of the Services and Project required by you;
4.4.2. the estimated duration of the Project;
4.4.3. the Candidate that you wish to appoint for the relevant purchase order;
4.4.4. the applicable hourly, daily or monthly rate, whichever is applicable, of the Candidate that you wish to engage including any fees due to NS.work;
4.4.5. any other details required by NS.work, in NS.work discretion from time to time.
4.5. Once your Purchase Order has been received by NS.work, NS.work shall notify the Candidate and the Talent may accept or reject their appointment by you. NS.work shall notify you of the Candidate election as soon as is reasonably possible after receiving same from the Candidate. In any event the Candidate shall be afforded 48 hours to accept or reject a proposed Purchase Order from the time that NS.work sends same to the Candidate.
4.6. In the event that the Candidate rejects the proposed Purchase Order from you then the Parties shall not enter into any agreement and neither party shall have any claim Client Terms and Conditions of NS.work Page 2 of 6 against the other for any damages and or losses, direct or indirect, caused as a result of the failure of the parties to enter into any agreement.
5. Invoicing and Payment
5.1. The amount due to NS.work shall be calculated on a hourly, daily or monthly basis as set out above in 4.1 and will be based on the timesheets submitted by the Talent in respect of the time completed by the Candidate for that specific job as set out in clause 6 below.
5.2. The scope of the NS.work Services that you wish to make use of will be set out in your purchase order, which shall contain any other amounts that are payable by you in respect of the applicable NS.work Services. Any additional amounts payable by you will be determined by the scope of the NS.work Services that you make use of.
5.3. All Fees are payable in accordance with the agreed payment terms between NS.work and the Candidate from time to time.
5.4. All Fees exclude any applicable taxes.
5.5. Should you not make payment of the applicable Fees, then, and without derogating from any other rights that NS.work may have in terms of these Client Terms or in law, NS.work may suspend the NS.work Services until such time as you make payment of the Fees
5.6. If applicable, no Fee shall be chargeable if the Talent was absent due to illness, voluntary leave or statutory, public or local holidays.
5.7. In the case of daily fees, Candidate absence is deducted on an hourly basis and calculated at the daily rate divided by 8(hours) to arrive at an hourly rate.
5.8. In the case of monthly fees, Candidate absence is deducted on an hourly basis and calculated at the monthly rate divided 20(days) days and then divided by 8(hours) to arrive at an hourly rate.
5.9. The Candidate shall be responsible for all expenses incurred in the execution of Services contemplated in the Purchase Order unless agreed to by the Client in writing to NS.work.
5.10. The Candidate has agreed, in accordance with the Candidate Terms and Conditions, that it shall under no circumstances invoice the Client directly, nor request payment from the Client directly, as NS.work shall be responsible for this process. Any queries relating to payment of invoices shall be directed to NS.work and not to the Client. Similarly you acknowledge and agree that you shall not at any time make payment directly to the Candidate and all Commission payable shall be paid to NS.work.
6. Time sheets
6.1. The Candidate has undertaken to properly and accurately record all hours and time utilised whilst providing the Services to the Client and such information shall be provided in the format as requested by NS.work and/or the Client in their sole and absolute discretion
6.2. Unless otherwise stipulated in writing by NS.work, the Client shall submit the timesheet to NS.work by no later than 48 hours following the day in which the Client is engaged and/or appointed by the Client.
6.3. On receipt of the timesheet submitted by the Candidate, NS.work shall forward same onto you for your approval.
6.4. You shall be afforded 2 business days to review and accept the timesheet submitted. In the event that you do not reject the timesheet within the 2 business days referred to in this clause, then you will be deemed to have accepted the timesheet.
6.5. On your acceptance of the timesheet, or on the lapsing of the time period referred to in clause 6.4 above, and in accordance of clause 5 above, NS.work will generate an invoice setting out the Fees payable by you to NS.work.
6.6. In the event that there is a dispute between the Candidate and the Client relating to the hours recorded on the timesheet then NS.work shall act as an arbitrator in determining the actual hours that should be recorded on a particular timesheet. NS.work’s decision in regard to the actual hours on a particular timesheet shall be final and binding on all the parties and you shall be liable to make payment of the invoice generated in respect of that timesheet.
7. Copyright
7.1. The Candidate has acknowledged and agrees that it shall acquire no right, title or interest in any material made available to it by you from time to time in whatsoever form (“Material”).
7.2. Save with the written consent of the Client, which consent may be withheld at the sole discretion of the Client, the Talent shall not at any time, copy, duplicate or reproduce in any manner or form, the Material, or any part thereof, or make any adaptations or translations of such Material.
7.3. The copyright in any Material prepared or created by the Candidate pursuant to these Terms and Conditions shall be the property of the Client, notwithstanding termination hereof, unless otherwise expressly agreed in writing by the Client. The Talent has resigned all right, title and interest in and to same to the Client. The Candidate has further undertaken, as and when requested by the Client, to execute all such instruments and to do all such things as may be necessary to vest copyright and ownership of such Material in the Client and in the event of the Candidate failing to comply promptly with any such request by the Client, it hereby irrevocably nominates, constitutes and appoints the Client to be its agent, with power to sign all such documents and do all such other acts, matters and things as may be necessary to give due and proper effect to the terms of this clause.
8. Duties of the Client
8.1. You agree to advise and assist the Client with respect to all aspects of the Services and in the performance of such duties you shall comply with all requests and directions of the Client including, but not limited to ensuring that you at all times adhere to the standard health, safety and security procedures and any other policies, procedures and guidelines (“Client Policies”) applicable to the Client’s personnel, as varied by the Client to from time to time provided that the Client has provided you with copies of same.
8.2. Should the Client at any time have reason to believe that the Candidate is failing to comply with such Client Policies, then the Client shall be entitled to deny such Candidate access to any or all of the Client’s premises and/or computer systems and networks as the case may be.
8.3. The Candidate shall not accept any gifts from any person as an inducement or consideration for doing or refraining from doing anything in relation to the Client’s business and/ or affairs.
8.4. Services rendered to the Client’s in terms of these terms and conditions shall be of a quality that can reasonably be expected of experts in the field in which the Talent renders services.
9. Confidentiality
9.1. Client and Candidate must treat and hold as confidential all information which they may receive from the other party Client Terms and Conditions of NS.work Page 3 of 6 or which becomes known to them during the currency of this Agreement (“Confidential Information”).
9.2. Client and Candidate agree to keep all Confidential Information confidential and to disclose it only to their officers, directors, employees, consultants and professional advisers who:
9.2.1. have a need to know (and then only to the extent that each such person has a need to know);
9.2.2. are aware that the Confidential Information should be kept confidential;
9.2.3. are aware of the receiving party’s undertaking in relation to such information in terms of this Agreement; and
9.2.4. have been directed by the receiving party to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential.
9.3. The aforegoing obligations shall not apply to any information which:
9.3.1. is lawfully in the public domain at the time of disclosure;
9.3.2. subsequently and lawfully becomes part of the public domain by publication or otherwise;
9.3.3. subsequently becomes available to the receiving Party from a source other than the disclosing party, which source is lawfully entitled without any restriction on disclosure to disclose such Confidential Information; or
9.3.4. is disclosed pursuant to a requirement or request by operation of law, regulation or court order.
10. Termination of Purchase Order
10.1. Save as otherwise provided for herein, should either the Candidate or the Client (“the Defaulting Party”) commit a breach of these Terms and Conditions, and fail to remedy such breach within 14 days of having been called upon in writing by the other party (“the Aggrieved Party”) to do so then the Aggrieved Party may, in its discretion, terminate the agreement on written notice to the Defaulting Party, in which event such termination shall be without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party occasioned by the termination of these Client Terms in terms of this clause.
11. Effect of Termination of Purchase Order
11.1. The Candidate shall, within 7 days of termination of these Client Terms, deliver up to the Client all correspondence, Material and property belonging to the Client which may be in its possession or under its control, or in the possession of any of its personnel or under their control, together with all Confidential Information or copyright works specified in the remaining terms and conditions of this document.
12. Status of the Candidate on Termination of Purchase Order
12.1. The Candidate is not an employee of the Client, but an independent contractor, and any termination of these Client Terms, for whatsoever reason, shall not constitute unfair dismissal nor shall the Candidate be entitled to the payment of any redundancy or other compensatory payments on occurrence of the same.
13. Relationship of the parties and Duty of Good Faith
13.1. Nothing in these Client Terms shall be construed as creating a partnership between the Talent and the Client and neither party shall have any authority to incur any liability on behalf of the other or to pledge the credit of the other party
13.2. The parties shall at all times owe each other a duty of good faith and shall, in all dealings with each other and in respect of the Services observe standards of the utmost good faith.
14. Your NS.work Client Entity
14.1. In order to access and make use of the Platform you must register as a Client (“Client Entity”).
14.2. In order to register a Client Entity you must be a lawfully registered business, company, sole proprietor, government, partnership or firm of any kind (“Business”) and capable of making use of the NS.work Platform and the NS.work.
14.3. In order for you to register a Client Entity on the NS.work Platform on behalf of a Business you must be a lawful and duly authorised representative of the Business, capable of binding the Business to these Client Terms;
14.4. In registering your Business Entity you will be required to create a username and a password, as well as input other details that are dealt with below under privacy. When creating or registering your Business Entity you must:
14.4.1. only create a Business Profile for your business, and not for, or on behalf of, any other person;
14.4.2. not pretend to be, or misrepresent yourself or your business as any other person; and
14.4.3. not create a username that is the name of any other person, vulgar, offensive or in any way unlawful.
14.5. Your Business Entity must be password protected and you are solely responsible for safeguarding your password. NS.work encourages you to make use of an alphanumeric password.
14.6. Your password may not be given to, or used by, any other person other than you and you are solely responsible and liable for the access and use of your Business Entity.
14.7. As soon as you become aware of the use of your Business Entity by any other person you must immediately notify NS.work of such use, in writing, by sending an email to jobguy@ns.work
15. Content
15.1. Any Content that you post, display or share can be accessed and viewed by the public on the NS.work Platform, as well as through third party services and websites.
15.2. You should only provide Content that you know and believe will not infringe the rights of any other person. You are solely responsible for any Content posted, shared or viewable on your Business Entity, or on the NS.work Platform, including the use of, or reliance on, such Content by other users and any third parties.
15.3. You understand that the Content may be broadcast, distributed, or published by other users and third parties and you specifically warrant and represent that you have the right to submit the Content for such use.
15.4. Any use of, or reliance on, any Content posted via the NS.work Platform or obtained by you through the NS.work Platform is at your own risk.
15.5. You understand that by using the NS.work Platform, you may be exposed to Content, generated by you, users or third parties that might be offensive, harmful, unlawful, inaccurate, inappropriate, mislabelled, or deceptive (“Infringing Content”).
15.6. As soon as you become aware of any Infringing Content being posted, shared, or viewable on your Client Entity, or as soon as you receive a request from any other user, or from NS.work, that such Infringing Content Client Terms and Conditions of NS.work Page 4 of 6 should be corrected, deleted or removed from your Business Entity, you must immediately correct, delete or remove the Infringing Content. NS.work reserves the right to delete any Content from your Business Entity, where such Content is in NS.work’s sole discretion Infringing Content. NS.work cannot take responsibility, or be liable, for any Infringing Content, or the removal or deletion thereof.
15.7. As a result of this you will always remain solely liable for any harm, loss or consequence of the Content, including Infringing Content, that you, or any other person (whether authorised by you or not), have posted, shared or displayed on the NS.work Platform via your Business Entity, or otherwise. Under no circumstances will NS.work be liable in any way for any Content, including Infringing Content, and shall not be liable for or any harm, loss or damage of any kind whatsoever incurred by you, or any person at all, as a result of the access of, use of, or reliance on, such Content posted, emailed, transmitted or otherwise made available via the NS.work Platform or elsewhere. As a result, where applicable and in NS.work’s sole and absolute discretion, NS.work is deemed to be an innocent disseminator of your Content.
16. Your rights and privacy
16.1. You retain your rights to any Content you submit, post or display on or through the NS.work Platform. By submitting, posting or displaying Content on or through the NS.work Platform, you grant NS.work and its licensors a worldwide, fully paid up, non-exclusive, royalty-free, sub-licensable license, to use, copy, reproduce, process, adapt, modify, publish, create derivative works from, transmit, display and distribute such Content in any media and/or via any method, including using your details and name in any marketing that NS.work undertakes of the NS.work Platform.
16.2. You agree that this license includes the right for NS.work to provide, promote and improve the NS.work Platform and to make Content submitted to or through the NS.work Platform available to other companies, businesses, organisations or individuals for the broadcast, distribution or publication of such Content on other media and services. You agree, acknowledge specifically consent that the purpose of the NS.work Platform is to enable you to properly promote you and your business to third parties and this requires NS.work to transmit your information, personal or otherwise to such additional third parties to achieve this purpose. This additional use by NS.work, or other companies, businesses, organisations or individuals, may be done with no obligation, whatsoever, to compensate you. Should you have any queries in this regard kindly contact NS.work.
17. Your license to use the NS.work services
17.1. NS.work grants you, as a business, a personal, worldwide, royalty-free, non-transferable and non-exclusive license to use the NS.work Platform. This license is for the sole purpose of enabling you to use and enjoy the benefits of the NS.work Platform and the NS.work Services, as provided by NS.work and always subject to these Client Terms.
17.2. Your access to or use of any information relating to any users or third parties who access or make use of your Content must at all times comply with any and all applicable personal privacy, information and/or data privacy laws, regulations, policies and directives applicable to you. NS.work will not be liable in anyway whatsoever for any non-compliance by you with any applicable personal privacy, information and/or data privacy laws, regulations, policies and directives.
18. NS.work Rights
18.1. All right, title, and interest in and to the NS.work Platform, but excluding Content provided by you and Candidates, are and will remain the exclusive property of NS.work and its licensors. The NS.work Platform is the intellectual property of NS.work and its licensors and is therefore protected by all manner and forms of intellectual property rights, including, but not limited to trade marks, service marks, design rights, database rights, moral rights, copyright (including all copyright in any designs and computer software), source codes, object codes, knowhow, trade or business names and other similar rights or obligations, whether capable of registration or not, but including any right to register same.
18.2. Nothing in these Client Terms gives you the right to use the NS.work’s name or any of the NS.work’s trademarks, logos, domain names, and other brand information or features.
18.3. Should you provide NS.work with any feedback, comments, or suggestions you provide regarding NS.work or the NS.work Platform, you do so at your discretion and, without any obligation to do so, NS.work is, in its sole discretion, free to use such feedback, comments or suggestions in any manner it wishes.
18.4. You also grant NS.work and its licensors a worldwide, non-exclusive right to use and display your business name, logos and trademarks in any promotional materials, including, but not limited to on the NS.work Platform.
21. Warranties and disclaimers
21.1. Other than those warranties expressly provided in these Client Terms, NS.work, its subsidiaries, affiliates, related companies, shareholders, officers, directors, employees, agents, representatives, partners, and licensors (“NS.work Group”) hereby disclaim all warranties, whether express or implied, to the maximum extent permitted under applicable law.
21.1. The NS.work Group makes no warranty and disclaims all liability regarding:
21.1.1. the completeness, accuracy, availability, timeliness, security or reliability of the NS.work Platform or the NS.work Services or any Content;
21.1.2. the deletion of, or the failure to store or to transmit any Content;
21.1.3. whether the NS.work Platform, or the NS.work Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; and
21.1.4. the availability or accuracy third-party websites or resources as well as the Content, products, or services on or available from such websites or resources.
22. Limitation of Liability
22.1. Notwithstanding the form (whether in contract, delict, or otherwise) in which any legal action may be brought, and subject to the rest of these Clients Terms, The NS.work Group’s maximum liability for general and/or direct damages for any wilful or negligent misconduct or omission, shall be limited to 50% of the Fees paid by you over the period of 2 months preceding the date that the relevant cause of action first arose. Such maximum amount shall be an aggregate amount for any and all claims.
22.2. The NS.work Group shall not be liable for any loss of profits, goodwill, business, clients, contracts, revenue, investment return, investment performance the use of money, contractual penalties imposed by third parties, anticipated savings or data (whether such loss is direct, indirect, consequential or otherwise); or any special, indirect or consequential loss and such liability is excluded whether it is foreseen, foreseeable, known or otherwise.
22.3. You hereby agree to indemnify, defend and hold The NS.work Group harmless against any and all damages, claims, costs or losses, whether direct or indirect incurred by The NS.work Group arising out of any action or claim by any user and/or third party in respect of your, or any other person through your Buyer Entity, access, use or misuse of the NS.work Platform, or the NS.work Services, or Content, including, but not limited to any copyright infringement or Infringing Content.
23. Termination
23.1. These Client Terms shall continue to apply to your use of and access to the NS.work Platform or the NS.work Services until the earlier of:
23.1.1. you deleting or deactivating your Client Entity and no longer making use of or accessing the NS.work Platform or the NS.work Services;
23.1.2. NS.work deleting or deactivating your Client Entity;
23.1.3. NS.work ceasing to provide you with the NS.work Platform or the NS.work Services for any reason whatsoever
23.2. These Client Terms may, however, not be terminated by you for so long as you are engaged with a Candidate.
23.3. Upon termination of these Client Terms, you shall immediately cease to use the NS.work Platform and the NS.work Services and shall be liable for any and all outstanding Fees or other amounts owing to NS.work.
23.4. Save as otherwise provided for herein, should either Party (“the Defaulting Party”) commit a breach of this Agreement, and fail to remedy such breach within 14 days of having been called upon in writing by the other Party (“the Aggrieved Party”) to do so then the Aggrieved Party may, in its discretion, terminate this Agreement on written notice to the Defaulting Party, in which event such termination shall be without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party Client Terms and Conditions of NS.work Page 6 of 6 occasioned by the termination of this Agreement in terms of this clause.
23.5. NS.work shall at all times have the right to change, limit or discontinue the provision of the NS.work Platform or the NS.work Services, or components thereof, without prior notice to you and without any recourse or remedy against NS.work.
24. Interpretation and General Terms
24.1. The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation thereof, shall not apply.
24.2. The term “including” (or any derivation thereof) shall mean “including, without limitation” (or as appropriate based on the derivative used in the particular context). Where the term “including” (or any derivation thereof) is used followed by specific examples, such examples will be interpreted to be illustrative only and shall not be construed as limiting the meaning of the general wording preceding it. Accordingly the eiusdem generis rule shall not apply
24.3. Terms other than those defined within these Client Terms will be given their plain English meaning, and those terms, acronyms, and phrases known in general commercial or industry specific practice, will be interpreted in accordance with their generally accepted meanings.
24.4. These Client Terms constitutes the entire agreement between you and NS.work in respect of the subject matter hereof and NS.work shall not be bound by any undertakings, representations, warranties or promises not recorded in these Client Terms.
24.5. NS.work shall be entitled to sub-contract any part or all of its obligations in terms of these Business Terms to third parties.
24.6. No variation or waiver of any of the terms and conditions of these Client Terms will be binding or effectual for any purpose unless expressed in writing by a duly authorised representative of NS.work, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of NS.work in exercising any right, power or privilege contained herein will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
24.7. NS.work may at any time and in their sole and absolute discretion amend, vary or alter these Client Terms (“Amended Terms”) and shall republish the Amended Terms to the NS.work website. Your continued access and/or use of the NS.work Platform and/or the NS.work Services will be deemed to be your acknowledgement and acceptance of the Amended Terms.
24.8. Should any of the terms and conditions of these Client Terms be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, will publish an amendment to remove the invalidity.
24.9. Any notice required to be given hereunder shall be sufficiently given to you if delivered and received by you at your principal place of business, as recorded by you on your Client Entity. Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.
24.10. Irrespective of whether or not these Client Terms have been terminated lawfully of not, the provisions of all clauses shall continue to apply independently and indefinitely.
24.11. These Client Terms will be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
