Last Updated: 23 April 2020
These Client Terms of Service, together with the General Terms of Service, (collectively “Applicable Client Terms”) govern each Client’s access and use of the Niche Freelance Platform and the Niche Freelance Services. Accordingly, if you are a Client, your access to and use of the Niche Freelance Platform and the Niche Freelance Services is conditional upon your acceptance and continuous compliance with the Applicable Client Terms. Please read both these Client Terms of Service (Client Terms) and the General Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using (or continuing to access and use) the Niche Platform (or any part thereof), you agree, and undertake in favour of Niche Freelance, to comply with and be bound by the Applicable Client Terms. Capitalised terms contained in these Client Terms have the meanings given to them in the General Terms of Service, unless the context otherwise requires.
1. Client Listing
When creating a Listing through the Niche Freelance Platform, you must (i) only include in the Listing materials which you believe are relevant and reliable; (ii) disclose any conditions, restrictions and requirements that apply (such as location, and calendar availability) and (iii) provide any other pertinent information reasonably requested by Niche Freelance in order to provide the Niche Freelance Services. You are responsible for keeping your Listing and profile information (including calendar availability) up-to-date at all times.
You represent and warrant that any Content or Listing you post, any offer of Engagement to a Consultant and any agreement reached between you and the Consultants in respect of the provision of Legal Services will (i) not breach the Applicable Client Terms and any agreements you have entered into with any third parties, such as other legal firms or organisations, or other agreements, and (ii) comply with all applicable Laws, Tax requirements, and other rules and regulations (including having all required permits, licenses, professional indemnity insurances and registrations); and (iii) all applicable Niche Freelance policies. As a Client, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you Engage to provide the Legal Services to your business or legal practice.
The placement and ranking of Listings in search results on the Niche Platform may vary and depend on a variety of factors, such as Member search parameters and preferences, Client requirements, price and calendar availability, number and quality of Images, Reviews and Ratings and type of Legal Service the subject of the Listings.
2. Access to Consultant Listing and Introduction
Clients may from time to time post or place a Client Listing on the Niche Freelance Platform or otherwise be Introduced to Consultants through Niche Freelance and/or the Niche Freelance Platform for Engagement.
You acknowledge and agree that your registration as a Member or a Client does not give you a right to access any particular Consultant Listing or any particular Consultant through the Niche Freelance Platform, and your right to access or be Introduced to any Consultant Listing or Consultant is subject to Niche Freelance authorisation, which may be granted or withdrawn at any time and from time to time at the sole direction of Niche Freelance.
You acknowledge that:
- Niche Freelance is not responsible for reviewing or verifying (i) the description of any experience of the Consultant(s), Consultant profile(s) or Consultant Services; (ii) suitability, capability and qualification of the Consultant, (iii) the right to work of the Consultant, you are seeking to Engage to ensure the proficiency, fitness, qualification or experience which the Consultant(s) have specified in their Listing or profile, are suitable to you and meet your other requirements, although Niche Freelance may in its sole discretion choose to do so;
- It is your sole responsibility to undertake a criminal check on the Consultant and to carefully review and verify (i) the description of any experience of the Consultant(s), Consultant profile(s) or Consultant Services, (ii) suitability, capability and qualification of the Consultant, (iii) the right to work of the Consultant you are seeking to Engage to ensure the proficiency, fitness, qualification or experience which the Consultant(s) have specified in their Listing or profile are suitable to you and meet your other requirements;
- there is no obligation on the part of Niche Freelance or any Consultant to accept or procure the acceptance by the Consultant of your offer of Engagement to provide the Consultant Services, and none is to be taken to arise unless and until a definitive contract is executed between the Consultant and you; and
- nothing in the Client Terms or the Niche Freelance Platform gives you the exclusive right to deal with a Consultant or any other Member in relation to the Legal Services offered by that Consultant or Member and the Consultants may in their sole discretion deal with or accept Engagement with any other person at any time and from time to time and on such terms and conditions as the Consultants consider appropriate.
- You are solely responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your Engagement of the Consultant(s) for the provision of the relevant Consultant Services, including lodgement of all necessary forms or disclosure statements with the New Zealand Law Society (if required). However, nothing in these Applicable Terms require the Consultants or Niche Freelance to make any information available to you, and the making of any information available is at the absolute discretion of the Consultants or Niche Freelance (as applicable).
- You undertake in favour of Niche Freelance that you will notify Niche Freelance, within 5 (five) days, of any acceptance, renewal, extension or variation of an Engagement with any Consultant, whom you or your Associated Persons are Introduced to via the Niche Freelance Platform.
- You are free to make any offer of Engagement to any Consultant or Consultant(s), provided however, you may accept only those offers of Engagement:
- that do not present a conflict of interest; and
- that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment or otherwise).
- You are solely responsible for negotiating a fee (including any taxes if applicable) for your Engagement of a Consultant as provider of the Consultant Services (“Engagement Fee”) and/or any other terms of Engagement, and putting the agreed terms in writing.
- Upon a Consultant’s acceptance of your Engagement offer, you are entering into a legally binding agreement with the Consultant in respect of the provision of the Consultant Service(s) to you.
- As a Client, you are solely responsible for any transactions involving your Engagement with the Consultants facilitated via the Niche Freelance Platform. Nothing in these Client Terms of Service require or obligate Niche Freelance to manage, contract, enforce, monitor or supervise the Engagement between yourself and the Consultants and the provision of the Consultant Services by the Consultants.
- Any Consultant Services performed on an Engagement facilitated through the Niche Freelance Platform shall be performed as an independent contractor, and the Consultant is 3 not and shall not be deemed to be an employee or agent of Niche Freelance or of any Client. The Consultant shall not be entitled to any benefits provided by Niche Freelance or the Client to its employees (with the exception of any express terms agreed between the Client and Consultant), and Niche Freelance will not make deductions from any of the payments due for tax, superannuation or similar purposes except if required by law.
3. Your obligations to maintain insurance, licences and registrations etc
- Niche Freelance is not responsible for taking out or maintaining, and you undertake to obtain and maintain, or ensure the maintenance of, appropriate professional indemnity and other insurances for the Engagement of the Consultants. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy.
- It is your sole responsibility to, at your own cost, take out, maintain ,renew, check and verify, and ensure that the Consultants Engaged by you, have taken out, maintained and renewed, any licences, registrations, insurances certificates and permits required for the provision of the Consultant Services and comply with all applicable legal professional rules (including any disclosure requirements).
- You represent and warrant that you (i) understand and comply with all laws, rules and regulations that may apply to your Listing or offer of Engagement for the provision of Legal Services, and (ii) will obtain any required licenses, permits, or registrations prior to commencing Engagement of a Consultant.
4. Your other obligations
- You must act with the utmost professionalism and courtesy in your dealings with the Consultants and with Niche Freelance.
- Unless permitted by the relevant Consultant or required by law, you will not refer to the Consultant in any of your marketing materials, website, social media or other publications.
- You may only use the Niche Freelance Platform solely for the purpose of offering a genuine Engagement opportunity that is current as at the time of such use. Niche Freelance reserves the right to request any information from you that it deems necessary to verify that a genuine Engagement opportunity exists.
- You must not, and must ensure that your Associated Persons do not, without the prior express written consent of Niche Freelance, make commercial or other use of Collective Content provided via the Niche Freelance Platform, other than as may be permitted by these Applicable Client Terms.
- You must not:
- offer to Engage, or Engage, any Consultants Introduced to you via the Niche Freelance Platform as an employee, consultant or contractor in any way except through the Niche Freelance Platform or with the prior written consent of Niche Freelance; or
- approach, solicit, induce, entice, offer to Engage, directly or indirectly, any Consultant Introduced to you via the Niche Freelance platform.
- You must not, without the prior written consent of Niche Freelance, contact other Members or the officers, customers, suppliers or employees of the other Members or their Associated Persons to discuss the Collective Content or the operations, affairs, business or strategic plans of the other Members Discloser or their Associated Persons other than for the Permitted Purpose and via the Niche Freelance Platform in accordance with these Client Terms of Service.
- You undertake in favour of Niche Freelance that without the prior knowledge and express written consent of Niche Freelance, you:
- will not, and will ensure that each of its Associated Persons does not, directly or indirectly, contact, communicate, deal with or otherwise become involved with any other Member or any Associated Persons of any other Member for the purpose of pursuing an Engagement, renewal of Engagement or continuous Engagement, with a Consultant or any of its Associated Persons for its own benefit and/or with any other person or entity without the involvement of Niche Freelance or other than via the Niche Freelance Platform; or
- will not, and will ensure that each of the Associated Persons does not, make any use of the Collective Contents or profile or any part of it to the commercial, financial or competitive disadvantage of Niche Freelance, any other Members or any of their Associated Persons.
- All restrictions apply for the period of 12 (twelve) months after the later of :
- the termination of your Account with Niche Freelance;
- termination of all of your Engagements with Consultants Introduced to you or your Associated Persons, via the Niche Freelance Platform.
- You must maintain records of each Engagement you have entered into through the Niche Freelance Platform, for a period of up to 2 (two) years from the date of Engagement and to make these records available to Niche Freelance upon request.
- This clause 4 survives termination, cancellation or deregistration of your Account.
5. Rating and ranking
- Ratings and Reviews by you about a Consultant must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Niche Freelance policies, including, without limitation, the Content Policy and the Extortion Policy.
- You must not manipulate the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about you or another Member.
6. Engagement fees and invoicing
- You are free to negotiate your own hourly, daily or such other rates with Consultants. Unless you agree otherwise with a Consultant, your Engagement Fees are exclusive of GST.
- You are solely responsible for setting and negotiating a fee (including any taxes if applicable) for the Engagement of a Consultant as the provider of the Legal Services for the subject of your Listing.
- The Engagement Fees in respect of your Engagement must be agreed between you and a Consultant and disclosed via the Niche Freelance Platform prior to commencement of your Engagement.
- You acknowledge that Niche Freelance uses Stripe Payments to assist in Payment Processing Services and you irrevocably authorise Stripe Payments to process and receive payment of the Engagement Fees paid by you via the Payment Gateway, for the purpose of applying the same in accordance with the Stripe Payments End User Terms. You acknowledge and agree that all invoicing and payment of the Engagement Fees will be processed via the Payment Gateway on this Site in accordance with the Stripe Payments End User Terms. All invoicing and payments of the Engagement Fees via the Payment Gateway will (where possible) be on the basis of Stripe Payments acting as the intermediary in accordance with the Stripe Payments End User Terms. Niche Freelance takes no responsibility and assumes no liability for any non-payment, underpayment or delay in payment of the Engagement Fees to the relevant Consultants or the processing of such payment by Stripe Payments of the Engagement Fees. You are solely responsible for recovering or enforcing your right against the Consultants in relation to any prepayment or overpayment to the Consultants, any 5 underperformed or unfinished work by the Consultants or otherwise any breach of the contract or agreement between you and the relevant Consultant.
- You undertake not to make payment of the Engagement Fees (or any part thereof) to the Consultants in any way, except via the Payment Gateway or with the prior consent of Niche Freelance.
- To pay an invoice issued by a Consultant, you must log into the Payment Platform via the Site and ensure your business details, accounts and payment settings are up-to-date and complete.
- If you do not either approve or dispute the invoice within 5 (five) business days from the date the invoice is submitted to you, the invoice will be deemed to have been approved and accepted by you.
Within 10 (ten) business days after you have paid the full amount of your approved or amended invoice of Engagement Fees to Niche Freelance, subject to clause 7.7, Niche Freelance will remit to the Consultants the full amount of the Engagement Fees that has been received by Niche Freelance via the Payment Gateway from you, less any amount which we are required to withhold under any applicable Tax law (Withholding Amount).
You agree that pursuant to the Privacy Act 1993, Niche Freelance may obtain from either a credit reporting agency or other credit providers personal credit information about you and/or your directors or a consumer credit report about you for the purpose of collecting overdue payments relating to commercial credit owed by you. You agree that Niche Freelance may disclose this information to a credit reporting agency or any other interested person.
7. Service Fees
- It is free to register an Account on the Niche Freelance Platform and there are no charges to post Listing or Content on the Niche Freelance Platform.
- However, in consideration for Niche Freelance facilitating the Introduction of Consultants to you through the Niche Freelance Platform, Niche Freelance will charge you a Service Fee, which will be at the rate of 15% on top of the total Engagement Fees payable by you to the Consultant. Niche Freelance reserves the right to change the Service Fees at any time, and we will provide you adequate notice of any fee changes before they become effective.
- You must pay any applicable Service Fees (including any applicable Taxes) to Niche Freelance within 14 (fourteen) days of the date of issue of the invoice to you by Niche Freelance.
- You acknowledge and agree that all invoicing and payments of the Service Fees will be processed via the Payment Gateway on the Site.
- Generally, Niche Freelance will issue an invoice to you for the Service Fees at the same time when the relevant Consultant issues an invoice to you via the Payment Gateway and/or upon completion or termination of the Engagement. However, Niche Freelance reserves the right to invoice you at any other time at its sole discretion.
- All amounts owing to or payable to Niche Freelance must be paid within 14 (fourteen) days of the date of invoice or at the same time when the Engagement Fee (based upon which the Service Fees are calculated) is paid, whichever is earlier.
- Unless otherwise expressly identified as payment of Services Fees or Engagement Fees (as the case may be), all amounts received by Niche Freelance via Payment Gateway may be applied in the following order:
- First, toward full or part payment of Service Fees (including any transaction fees required to be deducted from the Service Fees pursuant to the arrangement between Niche Freelance and Stripe Payments); and
- when no Service Fees remain outstanding, toward payment of the Engagement Fees.
- You are obliged to pay the Service Fees regardless of whether you utilise or fully utilise those Niche Freelance Services or the Niche Freelance Platform.
8. Placement fees
- If You wish to Engage a Consultant Introduced to you by us or via the Niche Freelance Platform or any of its Associated Person (each an Introduced Consultant) directly as an employee on a permanent or fixed-term basis after the completion of the Engagement or after the Introduction, a non-refundable placement fee is payable to us immediately upon signing of the employment contract between you and the Introduced Consultant (Placement Fee). The Placement Fee will be 20% of the Annual Remuneration Package.
- In this clause, Annual Remuneration Package means the value of any salary, superannuation contributions, bonuses, consultancy fees, car, car-parking, phone allowances, shares, incentives, drawings, relocation payments, sign-on bonus, income or life insurance and any other benefits negotiated by the Introduced Consultant or to which that Introduced Consultant is entitled to receive for the first 12 months of the commencement of the Engagement of that Introduced Consultant whether or not they are actually paid, provided that:
- If the Introduced Consultant is provided with the ownership of a Car, the car shall be deemed to be valued at $20,000 per annum;
- If the Introduced Consultant is provided with the use of a car park, the car park shall be valued at $7,500 per annum unless otherwise set out in writing in the offer to the Introduced Consultant; and
- If the Introduced Consultant is offered some other form of compensation, in addition to salary, such as fluctuating commission, shares or profit share, a fixed value of $25,000 will apply unless otherwise set out in writing in the offer to the Introduced Consultant.
- subject to the preceding paragraphs a, b and c, any non-monetary benefit provided to the Consultant is deemed to have a value equal to their market value at the time of the Engagement of the Introduced Consultant, and you accept and agree to the methodology for determining the Annual Remuneration Package and the values of any benefits contained herein.
- You undertake to pay the Placement Fee in the event of the acceptance of an offer of an Engagement from you or any company related or Associated Party to you (division, subsidiary or parent company) to any Introduced Person, other than via the Niche Freelance Platform.
- Niche Freelance may charge you interest on late payments of 10.5% above the penalty interest rate plus any costs we incur as a result of collecting your payment. Interest pursuant to this clause which is calculated daily and capitalised monthly. You indemnify Niche Freelance against any and all loss, liability, damages and expenses (including legal fees on a full indemnity basis) suffered or incurred by Niche Freelance to the extent such loss, liability, damage and expense is suffered or incurred as a result of any breach by You of clause 7 or this clause and any applicable Interest on outstanding Service Fees and Placement Fee.
- If you do not pay your account on time Niche Freelance may, in its sole discretion, disable your Niche Freelance Account without notice and refuse to supply further services to you.
- You agree that pursuant to the Privacy Act 1993, Niche Freelance may obtain from either a credit reporting agency or other credit providers personal credit information about you and/or your directors or a consumer credit report about you for the purpose of collecting overdue payments relating to commercial credit owed by you. You agree that Niche Freelance may disclose this information to a credit reporting agency or any other interested person.
- You must do everything and provide all assistance and information that is necessary or desirable so that the Placement Fee can be calculated as soon as possible by Niche Freelance.
- You understand that any appropriate governmental agency, department and/or authority (“Tax Authority”) may require Taxes to be collected from you or the Consultants whom you Engage to provide the Consultant Services, and to be remitted to the respective Tax Authority.
- You are solely responsible for determining your obligations to report, collect, remit or include in your Engagement Fee any applicable Taxes, unless we are required to do so by any applicable law.
- You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Niche Freelance prior written consent. Niche Freelance may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
- Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by Niche Freelance via email, Niche Freelance Platform notification, or any messaging service (including but not limited to SMS or WhatsApp).
10. Modification of these Client Terms
- Niche Freelance reserves the right to modify, vary or alter all or any of these Client Terms at any time and is not obliged to give you notice of, or seek your approval to, any modification. If we make changes to these Consultant Terms, we will post the revised Client Terms on the Niche Freelance Platform and update the “Last Updated” date at the top of these Client Terms. You acknowledge and agree that by doing so, Niche Freelance has provided you with sufficient notice of variation, modification or alteration of these Client Terms. Your continued access to or use of the Niche Freelance Platform will constitute acceptance of the revised Consultant Terms.
- You acknowledge and agree that any Consultant Engaged by you via Niche Freelance Platform is not a consultant, contractor, agent, employee or personnel of Niche Freelance and as such, Niche Freelance has no direct or indirect control over the Consultants’ Engagement facilitated via the Niche Freelance Platform or provision of the Consultant Services thereunder.
- In addition to and without limiting any disclaimers or limitations of liabilities contained in the General Terms of Services, to the extent permitted by law, Niche Freelance is not liable for the act, errors, omissions, recklessness, representations, warranties, fraud, fraudulent misstatement, breaches or negligence of any such Consultants, or for any personal injuries, death, property damage or other damages or expenses resulting therefrom. Niche Freelance has no liability and will make no refund in the event of any delay, cancellation, strike, force majeure or other cause beyond its direct control.
- At the time of collection of a Consultant’s personal information (whether from a Consultant or via Niche Freelance), or as soon as practicable thereafter, you warrant and undertake to Niche Freelance that you will:
From time to time Niche Freelance may receive requests from Consultants regarding personal information collected by you. Where Niche Freelance receives such a request from a Consultant whose personal information you have received, we will pass such request on to you. You warrant and undertake to Niche Freelance that whenever such request is provided to you, you will promptly and meaningfully respond to such request and will confirm such compliance to us.
- You agree to indemnify and hold Niche Freelance harmless against any loss or damage whatsoever that Niche Freelance may incur, including but not limited to any civil penalties which may be imposed, as a result of:
- a failure by you to comply with clauses 11.1 and 12.2 of these Client Terms;
- a breach of the Privacy Act 1993 or the New Zealand Privacy Principles by you; or
- any indirect contravention of the Privacy Act 1993 or the New Zealand Privacy Principles by Niche Freelance caused by your non-compliance with clauses 12.1 and 12.2.
- These Client Terms prevail to the extent of any inconsistency between these Client Terms and the General Terms of Service.
If you have any questions about these Client Terms please email us at email@example.com.