Consultants - General Terms of Business
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 or the consultant employed by your company (the “Consultant”).
Each of the parties as set out above are hereinafter also collectively referred to as the "Parties" or separately as “Party”.
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.
“Agreement” The General Terms of Business and any and all Statements of Work as defined below.
“Client” The user utilizing Skills At Click to seek and/or obtain Consulting Services from another user.
“Client Invoice” The invoice issued by Skills At Click in consideration for the Consulting Services requested by the Client.
“Consultant Daily Rate” The daily fee defined in the Consultant Statement of Work. Those fees do not include intermediary fees of Skills At Click.
“Consulting Services” The services performed by the Consultant for the Client
“Net Consulting Fees” The fees that will be paid by Skills At Click for the Consulting Services performed by the Consultant. For time base time-based consulting, those fees are calculated by multiplying the actual number of consulting days provided and the Consultant Daily Rate defined in the Consultant Statement of Work.
“Consultant Statement of Work” The appendices to these General Terms of Business
“Substantial Change” Changes to those General Terms of Business that reduce your rights or increase your obligations
“Users” The persons utilizing Skills At Click to perform or ask for Consulting Services
Skills At Click is a marketplace that connects Clients and Consultants who wish to buy or perform Consulting Services. The site comprises an online platform through which Clients can post Consulting Services requests and Consultants can accept those offers.
Subject to the terms and conditions of the Agreement, the Consultant is willing, upon mutual agreement, to provide Consulting Services on behalf of Skills At Click.
The scope, duration & Net Consulting Fees for each assignment will be determined beforehand in the Statement of Work.
In the context of the performance of the Consulting Services, the status of the Consultant shall be that of an independent contractor and not that of an agent or employee of Skills At Click nor the Client. The Consultant will perform the Consulting Services in full independence and autonomy.
The Consultant shall have no power or authority to act on behalf of Skills At Click or in its name or to bind Skills At Click, either directly or indirectly, in any matter or thing whatsoever.
The Consulting Services defined in the Statement of Work shall be executed intuitu personae given the appointed Consultant has been chosen based on his/her personality and qualifications. As a result, unless otherwise explicitly agreed by the Client, the appointed Consultant shall not be allowed to delegate the performance of the Consulting Services to any and all third party.
2. Account Eligibility, Identity Verification, Contracting, Evaluation
2.1. Account Eligibility
To use the Skills At Click website or services you must register to our website and must therefore be a legal entity or an individual older than 18 years old who can legally execute and perform a contract.
By using Skills At Click, you agree to a) be bound by the Agreement AND to b) be responsible for your use of our website and the performance of the Consulting Services
Skills At Click reserves the right, at its sole discretion, to refuse, suspend or revoke your access to Skills At Click website or services.
2.2. Identity Verification
You authorize Skills At Click, directly or through a third party, to check or validate your identity & profile. When requested and subject to applicable law, you must provide us information about you and/or your company.
This being said and although these General Terms of Business require Users to provide accurate information, Skills At Click does not confirm any Users purported identity or profile.
The process for contracting is the following:
Skills At Click searches for suitable consultants for each project description posted by clients
The suitable consultant need to confirm their interest, daily rate and work preferences
Skills At Click submits an offer to the Client who has 7 days to accept
The Client enters into a contract for Consulting Services insofar the Consultant also accepts the Statement of Work within a period of 7 days
You agree that Users evaluations and feedbacks benefit the marketplace.
This is why,
a) Clients and Consultants agree to complete the evaluation no later than 20 days after the end of each Consulting Service.
b) Clients and Consultants agree that Skills At Click will make evaluation results and feedbacks available to other (potential) Clients
Skills At Click is not responsible for the contents, accuracy and/or objectivity of evaluation results and feedbacks , even if those are defamatory. In order to protect Users, Skills At Click, at its sole discretion, reserves the right to remove evaluation or feedbacks that negatively affects our marketplace.
3. Consulting Fees
3.1. In consideration for the Consulting Services & provided that a correct invoice was received, Skills At Click shall pay to the Consultant (i) the Net Consulting Fees and (ii) if any, the expenses agreed upon in the Statement of Work.
3.2. If the Consulting Services call for the scenario of time-based consulting & within 3 days after end of each month, the Consultant will need to complete, through our platform, his/her timecard. The Client will have ten (10) days to validate the timecard, after which it will tacitly but irremediably be considered as accepted.
3.3. The Net Consulting Fees will be paid at the latest ten (10) days after the corresponding amount has been paid by the Client provided that a valid and correct invoice was submitted by the Consultant, being understood that in the event of a late payment by the Client, Skills At Click will use all reasonable endeavors to swiftly obtain such payment and, as a result, pay the Net Consulting Fees to the Consultant.
If no guarantee can however be provided as to the delay that may result in such late payment by the Client, it is hereby agreed that any and all late payment interests calculated on the Net Consulting Fees that would be recovered by Skills At Click would be automatically and fully allocated to the Consultant.
4. Duration & Termination
4.1. This Agreement is entered into for an unlimited duration. However, its effective performance shall immediately depend on the execution of Statements of Work, in the absence of which the Consultant shall provide no Consulting Service nor be entitled to any fees of any kind.
4.2. Each set of Consulting Services starts and ends as mentioned in the Statement of Work but can be extended by mutual consent of the Client, the Consultant and Skills At Click. No delay defined in a Statement of Work may be considered as tacitly renewable. As a result, any and all prolongation or provision of additional Consulting Services shall require a new Statement of Work, subject to the terms of Article 8.2 (Non-Compete).
4.3. Should the Client terminate the assignment for the Consulting Services for any reason, Skills At Click will inform the Consultant of such termination and apply to the Statement of Work the same notice of early termination.
4.4. Without prejudice to its right to claim damages, Skills At Click may terminate this Agreement in writing with immediate effect if one of the following events occurs:
The Consultant does not have the minimum expertise needed to perform the Consulting Services or commits any act of gross negligence
The Consultant commits any act of dishonesty of serious misconduct or affects negatively the reputation of the Client
The Consultant doesn’t comply with his obligations specified in Chapter 5 “Obligations of the Consultant”
4.5. Each Party may terminate this Agreement in writing with immediate effect if the other Party violates a material contractual obligation of the Agreement
4.6. Each party may terminate this Agreement by written notice with immediate effect if the other party is unable to pay its debts or has a trustee, liquidator , judicial administrator or judicial expert appointed over it or calls a meeting of its creditors or ceases for any reason to carry on business or if, in the reasonable opinion of the party wishing to terminate, any of these events appears likely.
4.7. Provided that the Consulting Services, as defined in the Statement of Work, entail a working period equal to at least 6 months, this Agreement may be terminated by the Consultant subject to the respect of a one-months’ notice period, notified both to the Client & to Skills At Click by registered mail or email.
4.8. If due to illness or injury or force majeure as defined in Article 9 of the General Terms of Business, the Consultant is unable to perform the Consulting Services, Skills At Click will attempt to find a replacing Consultant after being so notified. The Client may decide to terminate this Agreement in the absence of effective replacement by an agreed-upon successor within 15 days of the notification of the original Consultant’s inability to perform the Consulting Services.
5.1. Obligations of the Consultant
The Consultant agrees to :
Notify Skills At Click of any changes in his/her email address by updating his/her personal space on the platform or informing firstname.lastname@example.org;
Complete his/her profile accurately and in all honesty & maintain it up to date;
Safeguard & maintain the confidentiality of his/her username and password; Skills At Click will assume that any person using our website with the Consultant’s username and password, either is or is authorized to act for the Consultant.
Perform the Consulting Services with the appropriate care, integrity & skills expected from an experienced professional;
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;
Complete his/her timecard within 3 days after the end of each month;
Not to promote companies, networks or consultants other than Skills At Click to the Client;
Behave in such a way not to be subjected to the authority of Skills At Click nor the Client;
Maintain or contract all necessary insurances policies, including professional liability insurances;
Shall not willingly or knowingly do or permit to be doing anything to the prejudice of Skills At Click or the Client(s);
Be solely responsible to register his/her business, obtain necessary permits or licenses;
Be solely responsible for the payment of any and all taxes relating to remuneration to be received by the Consultant from Skills At Click hereunder, including without limitation, all federal, state and local income taxes, Social Security taxes, and any other such taxes, whether foreign or domestic.
Be solely responsible for any claims coming from previous employers, business partners, associates or clients.
5.2. Obligations of the Client
5.2.1. To the extent that Consulting Services are dependent on information and explanations to be provided by the Client, the Client will ensure that such information and explanations are provided on a timely basis and that all such information and explanations are complete, accurate and not misleading.
5.2.2. When the Client uses or provides the Consultant with third-party information, support or materials, the Client will ensure that it has appropriate agreements in place with those third parties to enable the Consultant to perform the Consulting Services.
6.1. 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 Clients or Consultants.
Skills At Click is moreover not liable for the quality of the Consulting Services that are to be provided by the Consultant appointed by the Client, under the sole responsibility of the latter.
Any claim arising out of or in connection with this Agreement can only validly be brought against Skills At Click within 1 year of the act or omission that is invoked against it.
Skills At Click will only assume liability for any loss, damage, delay, costs or compensation arising from breach of this Agreement or intentional fault. Skills At Click’s liability to pay damages shall be limited to the lesser of a) € 2,000 OR b) the aggregate fees retained by Skills at Click with respect to Consulting Services during the 6 months period preceding the date of the claim.
6.2. The obligations of the Consultant are obligations of means and not on a performance basis (obligations of result). The Consultant will only assume liability for any loss, damage, delay, costs or compensation arising from deliberate errors, negligence or misconduct.
In any cases, the Consultant’s liability to pay damages for any loss, damage, cost or expense incurred by the Client shall be limited to the minimum of aggregate fees already paid by the Client during the 6 months period preceding the date of the claim or € 10,000.
6.3. In no event shall Skills At Click nor the Consultant be liable for any such damages arising in any way from or in connection with fraudulent acts, omissions or misrepresentations or wilful default on the part of the directors, employees or agents of the Client.
In addition to the limitations described in Articles 6.1 and 6.2, Skills At Click and Consultants are not liable for indirect or consequential losses or damages such as but not limited to lost revenues or profits, downtime costs, no realization of savings, loss of data, loss of prospects, …
7. Confidentiality, Intellectual Property Rights and Privacy
7.1. All information that is obtained by the Consultant from Skills At Click and/or the Client and that does not belong to the public domain shall be kept confidential. The Consultant agrees neither to disclose nor to use, directly or indirectly this confidential information and to take all necessary actions to prevent the disclosure of it.
7.2. Unless explicitly agreed, the Consultant acknowledges that all reports, data, programs, documents and other know-how belonging to Skills At Click or the Client will remain the property of such party and will be returned to that said party at the end of the Consulting Services. All electronic copies of it will need to be destroyed by the Consultant at first request from Skills At Click and in any event upon the termination of the Consulting Services.
7.3. The reports, data, programs, documents and other know-how developed by the Consultant in the course of the providing of the Consulting Services will be the sole property of the Client.
7.4. Any and all personal data communicated to Skills At Click for the purposes of the execution and/or performance of Agreement will be subject to our Privacy Statement, accessible at the following address: www.skillsatclick.com. By entering into the Agreement, the Consultant formally acknowledges its approval of the terms of this Privacy Statement.
8. Permanent Employment & Non-Compete
8.1. If the Client wants to permanently employ the Consultant introduced by Skills At Click, the Client must pay Skills At Click the agreed commission within 30 days of the start of the signature of the employee contract
8.2. Except in the situation foreseen in 8.1, the Consultant will abstain, during the period of his consulting engagement and for a period of twenty-four (24) months after the termination of it, from directly or indirectly carrying out without the prior consent of Skills At Click competitive or similar services to any client of Skills At Click to which the Consultant has delivered services or to which the Consultant has been introduced. If the Client is a holding or private equity company, this clause also includes its participations as well as the target companies for due diligence projects. If the Client is a consultancy or interim agency company, this clause also includes the clients of this company the Consultant has been introduced to.
8.3.In the event of a violation in this non-compete clause, the Consultant shall have to compensate Skills At Click by the payment of a fee that equals twenty percent (20%) of the Consultant’s Daily Rate applied throughout the total project duration and in addition to any penalty that may be requested to the Client.
9. Force Majeure
No Party will be liable to the other(s) to the extent that any failure to fulfil obligations is caused by circumstances outside its reasonable control including any advice, warning or prohibition by any appropriate local, national or supra-national authority or foreign office relating to travel to, visiting or working in any country or territory. If any circumstances continue such that a Party is unable to fulfil its obligations for a continuous period of 30 days, the other Party/ies will have the right to terminate the Agreement by giving 15 days’ notice in writing any time after that 30-day period.
10.1. These General Terms of Business together with Statement of Works and if any, attached exhibits, addenda, and/or appendixes supersede any and all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
10.2. Skills At Click reserves the right to amend the present General Terms of Business in which case the new General Terms of Business 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 Consultant not less than ten (10) days prior to the effective date of any Substantial Change. By continuing to use the services of Skills At Click, the Consultant agrees to such amendments.
10.3. 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.
10.4. If you do not accept the General Terms of Business in their entirety, you must not use Skills At Click website or services.
11. Applicable Law - Jurisdiction
11.1. This Agreement is governed exclusively by, and interpreted in accordance with, the laws of Belgium.
11.2. Should any dispute arise in connection with the Agreement or the Consulting 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.
11.3. 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.
In the event that any provision or section of these General Term of Business 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.