Business Finder - General Terms of Business
(as of 20/04/2018 updated on 03/07/2018)
Skills At Click SPRL with registered offices at Campagne des rites 30, 1421 Ophain, Belgium, VAT nr 0691.556.550 (« Skills At Click »)
You or your company (the “Business Finder”).
If you agree to the present General Terms of Business on behalf of a company, you represent and warrant that you have the authority to bind that company to these General Terms of Business.
Skills At Click desires to obtain certain introductory services described hereunder from the Business Finder; Skills At Click agrees to engage the Business Finder as an independent contractor to perform such services and the Business Finder hereby agrees to provide such services to Skills At Click.
Both parties wish to enter into this Agreement, whereby Skills At Click will pay the Business Finder a fee for each client referred by the latter to the former, subject to the terms and conditions set forth below.
Article 1 - Referral Services
Commencing as of the effective date of this Agreement and continuing in effect until this Agreement is terminated by either party in accordance with Article 5, the Business Finder may, from time to time, and in its sole and absolute discretion, refer to Skills At Click clients (hereinafter the “Referred Clients”) and/or providers of consulting services (hereinafter the “Referred Consultants”). Referred Clients and Referred Consultants together constitute “Leads”.
Subject to Skills At Click’s acceptance of such Leads and subject to the satisfaction of all conditions specified in Article 4 of this Agreement, Skills And Click will compensate the Business Finder in accordance with Article 3 below.
Article 2 - Independent Contractor
The Business Finder shall provide the Referral Services described above as an independent contractor and shall not act as an employee, agent or broker of Skills At Click.
As a result, Business Finder will be solely responsible for:
paying any and all taxes levied by applicable laws on its compensation; Business Finder understands that Skills At Click will not withhold any amounts for payment of any taxes from Business Finder's compensation;
maintaining or contracting all necessary insurances policies, including professional liability insurances;
registering their business and obtain any and all necessary permits or licenses
behaving in such a way not to be subjected to the authority of Skills At Click nor the Lead.
The Business Finder authorizes Skills At Click, directly or through third party, to check or validate their identity & profile. When requested and subject to applicable law, they must provide Skills At Click information about them and/or their company.
Article 3 - Referral Fee
3.1. The Business Finder acknowledges that Skills At Click will compensate the Referral Services on the basis of the contracts entered into by Skills At Click with the Referred Clients and/ Referred Consultants.
Subject to the conditions listed in Article 4 the Business Finder shall be entitled as consideration for a Lead to a Referral Fee equal to a lump sum, based on the duration of the consulting services requested by the Referred Client or assigned to the Referred Consultant (hereinafter the “Mission(s)”).
For Referred Clients, the Referral Fee will thus amount to:
€ 500,00 for one or more Mission(s) the aggregate duration of which is inferior to 50 days;
€ 1,000.00 for one or more Mission(s) the aggregate duration of which is comprised between 51 and 100 days;
€ 2,000.00 for one or more Mission(s) the duration of which exceeds 100 days.
For Referred Consultants registered before 03/07/2018, the Referral Fee will thus amount to:
€ 250,00 for one or more Mission(s) the aggregate duration of which is inferior to 50 days;
€ 500.00 for one or more Mission(s) the aggregate duration of which is comprised between 51 and 100 days;
€ 1,000.00 for one or more Mission(s) the duration of which exceeds 100 days.
For Referred Consultants registerd after 03/07/2018, no Referral Fee will be assigned
These amounts are expressed in EUR, excluding VAT.
3.2. In any event, the basis for calculation of the Referral Fee will be limited to a 12-months period starting from the moment the Business Finder has introduced the Lead even if a Mission is ongoing at the end of such 12-months period.
It is also understood that the Referral Fee shall concern and be calculated on any and all Leads subject to the conditions listed in Article 4; as a result, should a Business Finder recommend 3 different Referred Clients or Consultants, the Business Finder shall be entitled to 3 Referral Fees, each calculated as described in Article 3.1.
3.3. The Payment of the Referral Fee, with a maximum of € 500,00 shall be executed by Skills At Click at the latest 10 days after payment of the first invoice issued by Skills At Click in the context of the initial Mission requested by or executed by a Lead, upon validation by the Business Finder of the invoice prepared for them by Skills At Click on the basis of the recorded Mission(s) requested or executed by the Lead(s).
Any outstanding share of the Referral Fee after deduction of the fees already paid shall be executed by Skills At Clickat the latest 30 days after threshold (51 days or 101 days) has been reached .
3.4. It is expressly agreed that the Referral Fee includes any and all expenses incurred by the Business Finder in the context of and for the purpose of this Agreement.
Article 4 - Referral Fee Conditions
To be considered as a valid Referred Client or Referred Consultant giving right to a Referral Fee, the Leads shall have to comply with the following:
For Referred Clients: Leads will be qualified as such provided:
they have not yet been recommended by another business finder, nor have been contacted by Skills At Click nor have already requested consulting services from Skills At Click; and
they post a request for consulting services; and
subsequently hire a Skills At Click consultant
For Referred Consultants: Leads will be qualified as such provided:
they have not yet been recommended by another business finder, nor have been contacted by Skills At Click nor are already registered on the Skills At Click platform; and
they register on the platform, complete their profile and are accepted by Skills At Click
In no event will self-referral amount to the generation of a Lead. As a result, a Consultant spontaneously offering is services will not be considered as a Referred Consultant, whilst a Client spontaneously requesting services will not be assimilated to a Referred Client.
It is expressly agreed that no Referral Fee shall be owed by Skills At Click once the Business Finder is no longer registered on the platform and has thus decided to unsubscribe from Skills and Click, even if a Mission that would have giving rise to a Referral Fee is still ongoing at the time of this unsubscription.
Article 5 - Effective Date and Duration of the Agreement
This Agreement enters into force from the date of registration of the Business Finder, in this capacity, on the Skills At Click platform (the “Effective Date”). The Business Finder can decide at any time to unsubscribe from Skills at Click, the date of such unsubscription amounting to the date of termination of the Agreement.
Article 6 - General Obligations of the Business Finder
The Business Finder agrees to :
notify Skills At Click of any changes in their email address by updating their personal space on the platform or informing firstname.lastname@example.org;
complete their profile accurately and in all honesty & maintain it up to date;
safeguard & maintain the confidentiality of their username and password; Skills At Click will assume that any person using our website with the Business Finder’s username and password, either is or is authorized to act for the Business Finder;
perform the Referral Services with the appropriate care & skills expected from an experienced professional, at all times demonstrate unfailing professional work ethics and abstain from any and all behavior that may imply or result in a conflict of interests; Skills At Click will in no event be responsible for any breach of these commitments by the Business Finder;
inform Skills At Click immediately of any potential or existing conflict, expected delay or any negative event that may have a negative impact on the reputation of Skills At Click;
not willingly or knowingly do or permit to be doing anything to the prejudice of Skills At Click, its employees and/or clients and/or suppliers;
be solely responsible for any claims coming from previous employers, business partners, associates or clients.
Article 7 - Liability
Skills At Click is only liable for providing an adequate access to the platform described above, in the context of an obligation of means, and as result shall not be held liable for:
bugs, errors, delays or disruptions on Skills At Click website;
viruses or damages to your hardware from the use of Skills At Click website;
content, evaluation, actions, inactions from other users of the Skills At Click website.
Skills At Click reserves the right, in its sole discretion, to refuse, suspend or revoke access to Skills At Click website or services. In the event of a revocation or suppression, the Business Finder will conserve the right to being compensation as provided for in Article 3 with regard to all Referral Services provided before the date of such revocation or suppression, to the exclusion of any and all additional compensation and/or indemnification.
Article 8 - Non-Compete
For the whole duration of this Agreement and for a period of twenty-four (24) months after the its termination, the Business Finder will abstain from directly or indirectly carrying out Referral Services without the prior consent of Skills At Click to the benefit of any and all third party the activities of which may compete with those of Skills At Click.
Article 9 - Confidentiality
In the course of performing the Referral Services, the Business Finder may gain access to certain confidential or proprietary information of Skills At Click (hereinafter “Confidential Information”). Such Confidential Information shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to Skills At Click and any data, documents, discussion, or other information developed by Business Finder hereunder and any other proprietary and trade secret information of Skills At Click whether in oral, graphic, written, electronic or machine-readable form. The Business Finder agrees to hold all such Confidential Information in strict confidence and shall not, without the express prior written permission of Skills At Click, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations under this Agreement. The obligations under this Section shall survive termination of this Agreement.
Article 10 - Assignment
The Business Finder shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of Skills At Click and any attempt by Business Finder to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
Article 11 - General
11.1. This Agreement and if any, attached exhibits, addenda, and/or appendixes supersedes any and all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
11.2. Skills At Click reserves the right to amend the present Agreement in which case its new provisions will automatically supersede prior versions from the date of their adoption and for the future, with no retroactive effect. Skills At Click will notify the Business Finder not less than ten (10) days prior to the effective date of any change that would reduce its rights or increase its obligations. By continuing to use the services of Skills At Click, the Business Finder agrees to such amendments.
11.3. Any notice in connection with this Agreement must be in writing in English (however attachments to notification which are not immediately available in English, may be sent in their original version) and shall be validly given with respect to each Party by email deemed received on the day of its sending.
11.4. In the event that any provision or section of this Agreement shall be held to be illegal, invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity of the remaining provisions. Rather, the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provision.
11.5. If you do not accept this Agreement in its entirety, you must not use Skills At Click website or services.
12. Applicable Law - Jurisdiction
This Agreement is governed exclusively by, and interpreted in accordance with, the laws of Belgium.
Should any dispute arise in connection with the Agreement or the Referral Services, the parties commit themselves to attempt to resolve any dispute, controversy or claim in an amicable manner, by engaging in good-faith discussions and negotiations.
If an appropriate solution cannot be found within a thirty (30) day period, only the courts of Nivelles shall have jurisdiction concerning the interpretation and performance of this Agreement.