Introduction and overview of the Service
WiseCrowd Limited (WiseCrowd, us, we, our) is a limited company registered in the UK, with its registered office at 18 London Lane, London E8 3PR, United Kingdom. Its company number is 09714895.
The Service which WiseCrowd provides using the Site is to enable organisations (Clients) to publish their requirements (Jobs) for freelance governance, risk and compliance consultants (Freelancers), and for Freelancers to apply for, negotiate and agree temporary Jobs with Clients (Engagements), and then record timesheets and invoice Clients in relation to those Engagements. WiseCrowd acts solely to provide the Service and is not a party to Engagements.
Freelancers and Clients will both have profiles containing their details on the Service (Profiles).
We also offer an escrow option for payment via the Service, through which Members may agree for us to hold payment until the successful completion of an Engagement, or a part of an Engagement (the Escrow Service), described below at clause 6.4. Users of the Escrow Service are also eligible to make use of our dispute management procedure (the Dispute Management Service), described below at clause 7.
1. The role of WiseCrowd
1.1. WiseCrowd acts solely to provide the Service (and the related Escrow Service and the Dispute Management Service) to Members. We are not a party to any agreement, including any Engagement, between Members.
1.2. While we do authenticate each Member’s account before it is registered to use the Service, we do not make any representation, warranty, or undertaking as to the quality of any such Member, or their ability to perform their obligations for any Job. You must perform your own due diligence on any Member with whom you enter into an agreement and all Engagements are entered into by Members exclusively at their own risk.
2. The Service
2.1. The Service is accessible to Members using the Site, as described in our Website Terms.
2.2. We provide the Site and the Service “as is” and “as available”, and make no representation, warranty, or undertaking as to its availability, security, or functionality. We may at any time depreciate, alter or cease to provide the Service in our absolute discretion.
2.3. We make no representation, warranty, or undertaking that the Service will be free from any viruses, trojan horses, or other harmful code or security threat, and Members must ensure that any device through which they access the Site and Service are protected against such threats.
3. Use of the Service
3.1. Members must use the Service in accordance with all processes and policies applicable to the Service from time to time as may be provided or operated by us on the Site.
3.2. All use of the Service must be in accordance with our Website Terms.
3.3. The Service must be used in good faith by Freelancers seeking Jobs with Clients and by Clients seeking Freelancers for Jobs. No Member shall attempt to circumvent the Service or Our Fees and, where this is found to have occurred, we are entitled to any fee payable to us pursuant to clause 6.
4. Representations and warranties
4.1. All Members represent and warrant to us that all information which they post on the Service (including, but not limited to, information about Jobs or a Freelancer’s skills and experience), is up-to-date, truthful and accurate.
4.2. Clients represent and warrant that:
4.2.1. they shall conduct all due diligence required by all relevant statutes, regulations, and policies (including but not limited to those policies in place within their organisation or business, and any applicable professional body) into any Freelancer they hire for a Job;
4.2.2. the Job will take place as described in the advertisement of the Job; and
4.2.3. they have the means to pay the Freelancer the value of the Job as advertised.
4.3. When applying for a Job, Freelancers represent and warrant that they are:
4.3.1. available to perform the Job; and
4.3.2. capable, both legally and in respect of their skills and experience, of performing the Job to a satisfactory standard, and in line with any requirements made known to them by the Client.
4.4. Clients and Freelancers represent and warrant that they will comply with all applicable law and regulation to their relationship and their use of the Service.
5. The Engagement
Members are free to negotiate the terms of Engagements between them. WiseCrowd will not be involved in negotiating Engagements except as described at clause 5.4 below.
5.2. WiseCrowd shall not be a party to, or have rights or obligations under, any Engagement.
5.3. The Client and Freelancer may elect to use the Escrow Service which shall be governed by clause 6.4 below.
5.4. All Engagements shall be deemed to contain certain terms set out at Annex 1 to these Terms (the Mandatory Terms). Where any Mandatory Term conflicts with any clause (the Conflicting Clause) of the Engagement, the relevant Mandatory Term shall replace the Conflicting Clause in its entirety.
5.5. All Engagements must be for a specified length of not more than one year. Where the Freelancer and Client intend to work together for longer than this period, they must renew the Engagement annually.
5.6. Except in the circumstances described in clauses 6.6 or 6.7, all contracts for Freelancers to provide services to Clients must be agreed using the Service as Engagements, and all renewals, extensions and variations to Engagements must be submitted and agreed as new Engagements using the Service.
6.1. Amounts payable by Clients pursuant to Engagements for the performance of Jobs are Freelancer Fees. Clients must pay to us using the Site and Service all Freelancer Fees plus an additional 10% (Our Fees), plus VAT on both the Freelancer Fees and Our Fees.
6.2. All timesheets required by the Client to calculate Freelancer Fees must be submitted using the Service by the relevant Freelancer on the last working day of each week during the Engagement. All such timesheets submitted by a Freelancer must be reviewed and approved by the relevant Client within 5 working days of being submitted, subject to the Client disputing the timesheets and having notified the Freelancer and us of its concerns. On a weekly or monthly basis (as specified in the relevant Engagement) the Freelancer must use the Service to manually request payment of all invoices which are automatically generated by the Service in respect of timesheets that have been approved by the Client.
6.3. Where the Freelancer and Client have not elected to use the Escrow Service in clause 6.4 for an Engagement, the Client will pay to us the Freelancer Fees plus Our Fees plus VAT in accordance with clause 6.1 within 5 working days of payment being requested in respect of an invoice by a Freelancer in accordance with clause 6.2, unless we expressly agree otherwise in writing or if the Client has already sufficient credit on account. On receipt of such payment by a Client or on the Client having sufficient credit, we will:
6.3.1. be immediately entitled fully, both legally and beneficially, to Our Fees; and
6.3.2. transfer the Freelancer Fees to the relevant Freelancer using the option nominated by the Freelancer on the Service (PayPal or bank account).
6.4. Where the Freelancer and Client have elected to use the Escrow Service for an Engagement:
6.4.1. the Client will pay to us the full amount of all potential Freelancer Fees and Our Fees plus VAT related to the entire Engagement that would be payable in accordance with clause 6.1 prior to the Freelancer commencing the Job;
6.4.2. we will release payments to the Freelancer on a weekly basis, upon the Freelancer requesting payment in respect of invoices in accordance with clause 6.2, using the option nominated by the Freelancer on the Service (PayPal or bank account); and
6.4.3. we will be entitled fully, both legally and beneficially, to Our Fees which accrue in relation to payments made in accordance with clause 6.4.2 and we can deduct such fees from the monies held in escrow.
6.5. If timesheets or invoices for an Engagement are submitted by a Freelancer to a Client otherwise than using the Service, both the Freelancer and Client must notify us immediately and send to us the relevant timesheets and invoices. We are entitled to the value of Our Fees on Freelancer Fees recorded or invoiced otherwise than using the Service. Where we hold money in relation to such an Engagement in escrow or the relevant Client account is in credit, such amounts will be deducted from monies held by us.
6.6. Where a Client finds or is introduced to a Freelancer using the Service, regardless of whether an Engagement is entered into with the Freelancer, the Client must immediately pay to us a single fee of 20% plus VAT of the annual salary of the Freelancer if the Freelancer becomes an employee of the Client, a group company or a connected person.
6.7. The Client must pay to us 20% plus VAT of fees paid to a Freelancer in the first year after a Client, a group company or a connected person:
6.7.1. contracts with a Freelancer for services following the end of an Engagement without using the Service; or
6.7.2. contracts with a Freelancer, without any prior Engagement, where the Client finds or is introduced to the Freelancer using the Service.
6.8. The Client must immediately notify us at Contact Us of relevant circumstances and fees payable pursuant to clauses 6.6 or 6.7.
6.9. We are entitled to deduct fees payable pursuant to clauses 6.6 or 6.7 where the relevant Client account is in credit or, if the fee is payable in relation to an Engagement where the Escrow Service has been used, from money held in escrow.
6.10. Nothing in this clause 6 creates an obligation by us to pay Freelancer Fees or any other amount to Freelancers unless we have received from a Client the necessary and relevant monies for such payments.
7. Dispute Management Service
7.1. Where the Freelancer and Client elect to use the Escrow Service for an Engagement, the Client and Freelancer may elect to use the Dispute Management Service in respect of payment of Freelancer Fees. The Dispute Management Service shall not apply to disputes regarding anything other than money held by us in escrow.
7.2. Using the Dispute Management Service is not mandatory where a dispute arises and parties are free to seek other recourse at their discretion.
7.3. Once a party starts using the Dispute Management Service, the procedure will only end if:
7.3.1. we make a determination and pay Freelancer Fees in accordance with clause 7.7;
7.3.2. both the Client and Freelancer notify us that the dispute is resolved in respect of the Freelancer Fees in question; or
7.3.3. required by a court order or law.
7.4. The Dispute Management Service shall start when either party notifies both us and the other party using the Site that they request use of the Dispute Management Service (the Dispute Start Date).
7.5. Each party shall have 10 days from and including the Dispute Start Date (the Evidence Date) to provide us and the other party with evidence of their position.
7.6. Each party shall have 10 days from and including the Evidence Date (the Response Date) to provide us and the other party with a response to the evidence raised by the other party.
7.7. We shall notify both parties of our decision regarding the dispute and shall pay the Freelancer Fees out in accordance with our decision not more than 10 days from and including the Response Date. Our decision shall be at our absolute discretion.
7.8. There shall be no appeal to us after we make a decision further to the Dispute Management Service, but using the Dispute Management Service does not preclude either party from seeking alternative recourse, including but not limited to independent mediation and litigation.
7.9. Nothing in this clause 7 creates an obligation on us pursuant to an Engagement.
8. Member reviews
8.1. After completion of a Job, the Freelancer may rate the Client and the Client may rate the Freelancer on a star rating scale and by providing written comments. Ratings and comments will be displayed on Members’ Profiles.
8.2. We do not moderate or check the comments or ratings described in clause 8.1. However, Members may complain about comments or ratings to us, and we may delete comments or ratings from Profiles at our absolute discretion.
9.2. The Engagement will constitute a contract for the provision of the Services and not a contract of employment. Accordingly the Freelancer shall be fully responsible for and shall indemnify the Client for and in respect of:
9.2.1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Job, where the recovery is not prohibited by law. The Freelancer shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's negligence or wilful default;
9.2.2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Freelancer against the Client arising out of or in connection with the provision of the Job.
9.3. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Freelancer.
9.4. Members must seek independent financial and tax advice regarding the implications of Engagements.
10.1. Nothing in these terms and conditions will limit our liability for personal injury or death caused by our negligence, for fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
10.2. Our liability to you shall not exceed the greater of £500 or the value of Our Fees that have been paid in connection with the relevant Engagement for any loss or damage suffered by you as a result of:
10.2.2. negligence or wilful default or fraud by us or our employees.
10.3. Save as provided in clause 10.1, we will not be liable to you for:
10.3.1. unforeseeable, indirect or consequential loss or damage;
10.3.2. loss of profit; or
10.3.3. loss of business.
10.4. Save as provided in clause 10.1, we will not be liable for any loss of data.
10.5. We exclude all liability in connection with any Engagement or agreement between any Client and Freelancer.
11.1. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
11.1.2. your performance or non-performance of your obligations in respect of a Job;
11.1.3. submission of User Content, as defined in the Website Terms, causing any infringement of the copyright, trade mark, design, or any other registered or unregistered right of a Member or a third party; or
11.1.4. any other breach of your obligations under this agreement.
12. Term and termination
12.1. We have the right, at our absolute discretion, to suspend, terminate, or delete your account on the Service, or the Service itself, without notice to you. Where we delete your account, we also have the right to delete any data associated with it.
12.2.1. the deletion or closure of your account on the Service, whether by us at our absolute discretion or by you using the Site; or
12.2.2. if later, at the completion of an ongoing Engagement or its renewal or extension, including finalising all relevant payments in accordance with clause 6 and the Dispute Management Service in accordance with clause 7.
13.1. If you have any complaint regarding the Service or our performance of our obligations under these terms, you agree to inform us as soon as is reasonably possible at Contact Us and to spend at least 60 days from the date on which the complaint arises negotiating with us before escalating the issue to legal proceedings or to any professional or regulatory body.
14.2. A working day includes any day which does not fall on a weekend or an English public or bank holiday.
Annex 1 – Mandatory Terms
1.1. This agreement has been entered into using the Service provided by WiseCrowd Limited (WiseCrowd). For the avoidance of doubt, WiseCrowd is not a party to this agreement.
1.2. This agreement is between the parties alone, and WiseCrowd holds no obligations, rights, or liability in respect of this agreement.
2.1. The relationship of the Freelancer to the Client will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Client or WiseCrowd and the Freelancer shall not hold himself out as such. The Freelancer will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from the Client.
2.2. The agreement will constitute a contract for the provision of the Services and not a contract of employment and accordingly the Freelancer shall be fully responsible for and shall indemnify the Client for and in respect of:
2.2.1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Job, where the recovery is not prohibited by law. The Freelancer shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's negligence or wilful default;
2.2.2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Freelancer against the Client or WiseCrowd arising out of or in connection with the provision of the Job.
2.3. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Freelancer.
2.4. If, during, on or after termination or expiry, or partial termination or expiry, of the agreement, any contract of employment or engagement of a Freelancer will have effect, or is claimed to have effect, as if originally made between (i) the Client and the Freelancer or (ii) any Replacement Freelancer and the Freelancer by operation of TUPE or otherwise, then the Freelancer will indemnify and keep indemnified the Client and any Replacement Freelancer against all Losses suffered or incurred by the Client and/or any Replacement Freelancer in connection with the employment or engagement (whether deemed or alleged) of the Freelancer or the termination of the employment or engagement (whether deemed or alleged) of any Freelancer, in respect of any period before or after the Relevant Date.
2.5. In this clause 2, unless the context otherwise requires, the following words and phrases have the meanings below.
Losses: all and any losses, costs, fines, penalties, awards, charges, damages, liabilities, expenses (including legal expenses), actions, proceedings, claims or demands;
Relevant Date : the date of a Relevant Transfer from the Freelancer to the Client or any Replacement Freelancer;
Relevant Transfer : a relevant transfer for the purposes of TUPE;
Replacement Freelancer : any person, firm, company or other entity which may, either during, or on or after the termination or partial termination of this Agreement be engaged by the Client to perform the Job or any part of the Job (or activities which formerly comprised part of the Job or any part of such activities);
TUPE: Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, re-enacted or extended from time to time.