Consultant Terms of Service

Last updated: 23 April 2020

These Consultant Terms of Service, together with the General Terms of Service and our Privacy Policy, (collectively “Applicable Consultant Terms”) govern each Consultant’s access and use of the Niche Freelance Platform and the Niche Freelance Services. Accordingly, if you are a Consultant, 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 Consultant Terms. Please read both these Consultant Terms of Service (Consultant 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 Freelance Platform (or any part thereof), you agree, and undertake in favour of Niche Freelance, to comply with and be bound by the Applicable Consultant Terms.

Terms contained in these Consultant Terms of Service have the meanings given to them in the General Terms of Service, unless the context otherwise requires.

1. Creation of Profile or Consultant Listing

1.1 When creating a Listing through the Niche Freelance Platform you must (i) only include in the Listing materials that which you believe are relevant and reliable; (ii) disclose any deficiencies, 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 Niche Freelance Services. You are responsible for keeping your Listing and Profile information (including calendar availability) up-to-date at all times.

1.2 When listing a Consultant Service, you must, where applicable, fully disclose to and inform Firms about (i) any requirements for provision of Consultant Services, such as the related skills, availability or other requirements, and (ii) anything else they may need to know to consider the Engagement of your Consultant Service (including special certifications or licenses, etc.).

1.3 Images (including, without limitation, pictures, animations or videos) used in your Listings must accurately reflect the quality and condition of your Consultant Services. Niche Freelance reserves the right to remove or place a minimum or maximum number of the Images for your Listing, and/or associated format, size and resolution requirements for the Images.

1.4 You represent and warrant that any Content you post, the provision of the Consultant Services and your acceptance of a Client’s offer of your Engagement for the provision of your Consultant Services will (i) not breach 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). As a Consultant, 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 Consultant Services to the Clients.

1.5 The placement and ranking of Listings in search results on the Niche Freelance Platform may vary and depend on a variety of factors, such as Member search parameters and preferences, Consultant requirements, price and calendar availability, number and quality of Images, Reviews and Ratings and type of Consultant Service.

2. Access to Client Listing and Introduction

2.1 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.

2.2 You acknowledge and agree that your registration as a Member or a Consultant does not give you a right to access any Client Listing or any Client through the Niche Freelance Platform, and your right to access or be Introduced to any Client Listing or Client is subject to Niche Freelance authorisation, which may be granted or withdrawn at any time at the sole direction of Niche Freelance.

2.3 You are free to accept or decline any Client’s offer of Engagement, provided however, you may accept only those offers of Engagement:

(a) that do not present a conflict of interest and you should disclose any actual, suspected or potential conflict of interest to the Client before accepting any offer of Engagement; and

(b) that relate to mattes that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment or otherwise).

2.4 You are solely responsible for setting and negotiating a fee (including any Taxes if applicable) for your Engagement as provider of the Consultant Services (“Engagement Fee”).

2.5 When you accept or have pre-approved a Client’s offer of Engagement for the provision of Consultant Services, you are entering into a legally binding agreement with the Client in respect of the provision of the Consultant Service(s).

2.6 Any Consultant Services performed on an Engagement facilitated through the Niche Freelance Platform shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of Niche Freelance or of any Client. You shall not be entitled to any benefits provided by Niche Freelance to its employees, and Niche Freelance will not make deductions from any of the payments due to you for tax, superannuation or similar purposes except if required by law.

3. Your obligations to maintain insurance, licences and registrations etc

3.1 Niche Freelance is not responsible for taking out or maintaining, and you undertake and warrant to obtain and maintain at your own cost, appropriate professional indemnity and other insurances for the Consultant Services provided by you. 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.

3.2 It is your sole responsibility to, at your own cost, maintain and renew any licences, registrations (including NZ Company Number, if required), certificates and permits required to provide the Consultant Services (including, without limitation, lodgement of all necessary forms and disclosure statements with the New Zealand Law Society, if required) and comply with all requirements for continuous professional development and applicable legal professional rules, and you are not an employee, agent or contractor of Niche Freelance in respect of the Engagement to provide the Legal Services, which you are offered or have accepted via the Niche Freelance Platform.

3.3 You represent and warrant that you (i) understand and comply with all laws, rules and regulations that may apply to your Consultant Service (s), and (ii) will obtain any required licenses, permits, or registrations prior to providing your Consultant Service(s).

4. Your other obligations

4.1 You must act with the utmost professionalism and courtesy in your dealings with Clients and with Niche Freelance.

4.2 Unless permitted by the relevant Client or required by law, you will not refer to the Client or its business (including the Client’s customers or the Client’s customer’s business) in any of your marketing materials, website, social media or other publications.

4.3 In performing any Engagement, you must inform the Client of any matter which may cause any budget or estimate of Engagement Fees to be revised.

4.4 You must not offer, as a Consultant, any Legal Services through the Niche Freelance Platform without obtaining the required registrations, licences or professional indemnity insurance if required by Laws to do so.

4.5 You must not without the prior approval from Niche Freelance:

(a) agree to or be employed under any form of contract of employment with the Client;

(b) agree to be Engaged as a contractor or consultant for the Client, in any way except through the Niche Freelance Platform;

(c) approach, solicit, induce, entice, offer to perform services, consult with or otherwise be engaged for reward, directly or indirectly, with a Client Introduced to you by Niche Freelance, in any other way than through the Niche Freelance Platform; or

(d) participate or be interested in, whether as a partner, director, shareholder or joint venture partner, the Client or its business Introduced to you by Niche Freelance, other than by way of provision of the Consultant Services facilitated directly through the Niche Freelance Platform.

4.6 The restriction referred to in clause 4.5, shall apply until the third anniversary of the later of:

(a) the termination of your Account with Niche Freelance; and

(b) termination of all of your or your Associated Persons’ Engagements with the Clients Introduced to you or your Associated Persons, via the Niche Freelance Platform.

4.7 Clauses 4.5, 4.6 and this clause 4.7 survive the termination, cancellation and deregistration of your Account.

5. Rating and reviews

5.1 Ratings and Reviews by you about a Client 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 the Content Policy and Extortion Policy.

5.2 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. Right to suspend by Niche Freelance

6.1 You acknowledge and agree that Niche Freelance reserves the right to remove or suspend from time to time your Listing or any submitted Consultant Service published on the Niche Freelance Platform.

6.2 You undertake in favour of Niche Freelance that you will notify Niche Freelance, within 5 days, of any acceptance, renewal, extension or variation of an Engagement with any Member, whom you are Introduced to via the Niche Freelance Platform, and you will provide Niche Freelance with assistance and information reasonably required by Niche Freelance in order to calculate the Services Fees payable by a Client.

6.3 This clause 6 survives termination, deletion, discontinuation or removal of your Account.

7. Engagement fees and invoicing

7.1 You are free to negotiate your own hourly, daily or such other rates with Clients and any other terms of your Engagement. Unless you agree otherwise with a Client, your Engagement fees are exclusive of GST.

7.2 The Engagement Fees in respect of your Engagement must be agreed between you and a Client and disclosed via the Niche Freelance Platform prior to commencement of your Engagement.

7.3 You acknowledge that Niche Freelance uses Stripe Payments to assist in Payment Processing Services. You warrant and undertake in favour of Niche Freelance that all invoicing and payment of the Engagement Fees will be processed via the Payment Gateway on this Site. All invoicing and payments 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 that facilitates your Engagement with the Client.

7.4 You irrevocably authorise Stripe Payments to receive the Engagement Fees paid by the Client via the Payment Gateway on behalf of you in accordance with the Stripe Payments End User Terms. However, nothing in these Applicable Consultant Terms require Niche Freelance to take any action to recover, enforce, demand, any unpaid or underpaid invoice or debts owing by the Clients to you. Niche Freelance takes no responsibility and assumes no liability for or arising from (a) any non-payment, underpayment or delay in payment of the Engagement Fees by the Clients to you; or (b) the processing of, failure, delay or refusal to process all or any part of such payment by Stripe Payments of the Engagement Fees; or (c) negligence or omission of Stripe Payments in processing, remittance or transmission of the payment of the Engagement Fees to you. You are solely responsible for recovering or enforcing your right in relation to (i) any unpaid or underpaid or late payment of any invoice or debts owing by the Clients to you; and/or (ii) failure or delay by Stripe Payments to pay, transmit or remit all or any of the Engagement Fees to you.

7.5 You undertake not to issue any invoice to or seek payment from the Clients in respect of your Engagement Fees directly, except via the Payment Gateway or with the prior consent of Niche Freelance.

7.6 In order to issue an invoice or receive payment, 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.

7.7 You must submit an invoice via the Niche Freelance Platform to the relevant Client for approval.

7.8 If the Client does not either approve or dispute the invoice within 5 (five) business days from the date the invoice is submitted to the Client, the invoice will be deemed to have been approved and accepted by the Client.

7.9 If the Client disputes the invoice issued by you within 5 business days from the date of invoice is submitted to the Client, you will liaise directly with the Client and based on such liaison, you will provide an amended invoice to the Client via the Payment Gateway on the Site. Niche Freelance takes no responsibility and assumes no liability for resolving or facilitating the resolution of any disputes between you and the Client in respect of your Engagement Fees or invoices for such fees, however, if Niche Freelance requests, you agree to abide by clause 6 of the General Terms of Use in resolving the dispute.

7.10 Within 10 business days after the Client has paid the full amount of your approved or amended invoice of Engagement Fees to Niche Freelance, Niche Freelance will remit to you the full amount of the Engagement Fees that has been paid to Niche Freelance by the Client, less any amount which we are required to withhold under any applicable Tax law (Withholding Amount). Upon payment of any such Withholding Amount to appropriate Government Agency, Niche Freelance shall have no obligation to pay such amount to you.

7.11 You acknowledge and agree that Niche Freelance will be entitled to be paid Service Fees from the Clients upon your acceptance, renewal or extension of your Engagement with the Clients.

7.12 You further acknowledge and agree that unless otherwise specified by the Clients, all amounts received by Niche Freelance via Payment Gateway may be applied in the following order:

(a) First, toward full or part payment of Service Fees; and
(b) when no Service Fees remain outstanding, toward payment of the Engagement Fees.

7.13 You must include valid bank account details on the account details form on the Account. By submitting your account details form you authorise Stripe Payments to deposit the Engagement Fees (less Withholding Amount and any other amount required to be deducted from your Engagement Fees under the Stripe Payments) to that bank account.

7.14 The details of your bank account used when completing an account details form will be stored externally (in encrypted format). The bank account details will be retained and be linked to your Account for future payments.

7.15 You agree that pursuant to the Privacy Act 1993, Niche Freelance or Stripe Payments 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.

8. Taxes

8.1 You understand that any appropriate governmental agency, department and/or authority (“Tax Authority”) may require Taxes to be collected from you or the Client whom you are Engaged to provide the Consultant Services, and to be remitted to the respective Tax Authority.

8.2 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.

8.3 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without the prior written consent of Niche Freelance. 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.

8.4 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 messaging service.

9. Modification of these Consultant Terms

Niche Freelance reserves the right to modify, vary or alter all or any of these Consultant 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 Consultant Terms on the Niche Freelance Platform and update the “Last Updated” date at the top of these Consultant Terms. You acknowledge and agree that by doing so, Niche Freelance has provided you with sufficient notice of variation, modification or alteration of these Consultant Terms. Your continued access to or use of the Niche Platform will constitute acceptance of the revised Consultant Terms.

10. Inconsistency

These Consultant Terms prevail to the extent of any inconsistency between these Consultant Terms and the General Terms of Service.

If you have any questions about these Consultant Terms please email us at contact@nichefreelance.co.nz.