This document defines Users interactions within Smartsociates Ltd and the rules governing the use of the tools offered by Smartsociates Ltd (hereby referred to as Smartsociates) within the Smartsociates platform.
2. Glossary of Terms and Definitions
In these Terms of Services the following definitions apply unless otherwise stated:
‘Freelancers' means Users who Provide or Sell Services on Smartsociates. This include Contractors and Businesses.
‘Group Company’ means a company which is a subsidiary or holding company of the Company, as defined in section 1159 of the Companies Act 2006.
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
‘Service Contract’ means the contract between the Freelancer or Seller and the Client or Buyer for the supply of Services governed by these Terms of Services.
‘Client’ means the individual or business entity who requests or purchases services for the Company and whose details are set out in the sale order made on Smartsociates.
‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
‘Company’ means a Legal Business Entity registered within a particularly territorial jurisdiction.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Quotation’ means the written quotation prepared by the Freelancer or Service Provider which contains its proposals for providing Services to the Clients.
‘Sales Order’ means the order placed by the Client or Buyer by digitally approving a Sales Order Form issued electronically by the Freelancer’s or Service Provider.
‘Sales Order Form’ means a Pro-Forma Invoice Issued for Approval to the Client or Buyer which together with these terms of Service shall form a binding contract.
‘Invoice’ means a Billing Form Issued for Approval to the Client or Buyer which together with these terms of Service shall authorise the release of payment to Freelancer or Service Provider for a completed piece of work.
‘Work Package’ means billable quantity or piece of work defined by scope, cost and time which may be all or part of a quotation or Sales order.
‘Services’ means the services the Freelancer or Service Provider will provide to the Client or Buyer as specified in the Order.
‘Direct Enquiry’ means Client or Buyer raises an enquiry for his request by contacting suitable Freelance Resources within Smartsociates.
‘Open Enquiry’ means Client raises an enquiry by posting his request on Smartsociates and undertakes a Prequalification and Bidding Process in order to Identify Suitable Freelance Resources for the Project.
‘Prequalification’ means Preliminary stage in a bidding process where it is determined if an applicant has the requisite skills and experience to complete the job as required.
‘Deliverables’ means Tangible or Intangible output which the Freelancer has agreed to transmit to the Client as part of the Contract.
‘Fixed Price’ means a Contract for which the Client or Buyer has agreed to pay a fixed charge to the Freelancer or Service Provider upon completion of service.
‘Hourly' means a Contract for which the Client or Buyer has agreed to pay an hourly rate to the Freelancer or Service Provider for the duration of Service Term.
‘Specification’ means the description or specification of the Services in the Order.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.
‘White Label Work’ means Services provided by the Company to a Client who rebrands these services as their own for the benefit of their client.
‘A Wallet’ means an object in which Pay-Ins and Transfers from users are stored in order to collect money. You can pay into a Wallet, withdraw funds from a wallet or transfer funds from a Wallet into another Wallet.
‘KYC’ means “Know Your Customer”. It is a term that refers to the due diligence approach employed by Smartsociates and its third party vendors to limit fraudulent activities on the Smartsociates.
‘Claimant’ means a party who is filing a claim or formal demand for something he believes he has the right to.
‘Respondent’ means a party who is required to respond to a claim filed against them by the Claimant.
‘Negotiation’ means a process by which opposing parties settle a dispute own their own without involving a third party.
‘Mediation’ means a process by which opposing parties mutually agree to designate a third party to assist them in settling their differences.
‘Arbitration’ means a process by which opposing parties mutually agree to designate a third party to resolve their difference by making a decision that both parties agree to accept and that will be legally binding and enforceable by the court of law.
‘Smartsociates ProShop’ means a packaged services shop where Clients can purchase directly on Smartsociates a predefined quantity of work for a fixed price.
3. User Accounts
3.1.1 Only registered Users are allowed to buy or sell services within Smartsociates.
3.1.2 Registration is Free to all Users.
3.1.3 Users can register for an Individual or Company Account. A company Account will require a named person as Account Administrator.
3.1.4 Smartsociates is for use by Users of age 16 years and above.
3.1.5 As a Freelancer or Service Provider on Smartsociates your profile will be made available to other Users as a mean of marketing your services on Smartsociates.
3.2 Account Verification
Upon initial registration with Smartsociates your account will be subject to account verification and validation Process.
3.3 Profile Information and Updates
By registering on Smartsociates you agree to provide accurate information of your profile and it is your responsibility to ensure the currency and accuracy of that information.
3.4 Data Protection and Privacy
Unless you change your Privacy and Public Settings your profile will be viewed by other Users for the purpose of marketing your service on Smartsociates. Please also refer to Smartsociates Privacy and Cookie Policies for more information on our practices on these subject.
3.5 Account Suspension Termination
Users are expected to carry out their activities on Smartsociates in a professional and Friendly manner. Smartsociates reserves the right to suspend or Terminate Users account in the event of Violation of these Terms of Service, abuse, and misconduct. This covers but not limited to: Inappropriate Content, Unauthorised Access, Misrepresentation, Use of Malicious Software, Money Laundry, Fraud, and Copyright Infringement.
4. Users Interaction
Smartsociates is a projects services portal which serves as a service marketplace for matching opportunities and skills there by facilitating the interaction between buyers and sellers of services.
4.2 Interaction Groups
The term interaction group refers to Buyer and Sellers Interacting within Smartsociates. All registered Users are can buy and sell services at any time within Smartsociates.
4.3 Relationship between Interaction groups
A Service Contract for the purchase of services within Smartsociates is between Client (Buyer) and Freelancer (Seller).
4.4 Relationship between Interaction Groups and Smartsociates
4.4.1 Smartsociates provides the platform for Users to interact in order to deliver the requested services. These include communication and project management systems.
4.4.2 Smartsociates is not a party to any service agreement between Client (Buyer) and Freelancer (Seller) and does not represent a party or exercise control of any type of such an agreement.
4.5 Types of Buyer and Seller Interaction
4.5.1 Open Enquiries: The default way of Clients procuring services on Smartsociates is by posting a project or job request on the Smartsociates Procurement and Work Portal. Service providers will be able to view request and express interest to be pre-qualified by Client before submitting a quotation and fulfilling an order.
4.5.2 Direct Enquiry: All Sellers and Service Providers profiles are visible and accessible to all users of the Smartsociates portal. Members of the Community can contact sellers directly to request a quotation for a service need. There is no limit to the number of request that can be made by this method.
4.5.3 Smartsociates ProShop: Clients can purchase predefined service package for a set price via the Smartsociates ProShop. Order will be fulfilled in the same way as 4.5.1, 4.5.2.
4.5.4 Smartsociates One to One Learning feature is an unstructured knowledge transfer mechanism whereby individuals can quickly close their skills gap. It is up to the Learners to specify their learning needs and to agree on learning outcomes with Coach or Mentor before committing to a learning session or workshop.
4.5.5 As part of Smartsociates quality assurance process, Coaches and Mentors may be rated based on feedback received from Learners. This will help to guide Learners in their selection decision but does not guarantee the suitability of the Trainer.
4.6 Collaborative Innovation
4.6.1 Smartsociates promotes collaborative innovation work on the platform as a free service but does not define the framework for rewarding such activity, as this could be carried out on a voluntary basis for work experience or charity, or may represent a potential opportunity for future partnership in a business venture. It is up to both parties to agree on the terms.
4.6.2 Similarly Smartsociates will not partake in any dispute relating to the quality of work, delivery timescales or Intellectual Property or Copyright. In making a selection decision for a potential Collaborator, consideration should be given to implication and methods of handling such disputes if they arise.
4.7 Dispute Resolution
Once interacting parties enter into a service agreement, they are expected to exhaust every means to resolving their disputes. Any party can request a negotiation with the other party.
If both parties are not able to settle their disputes by negotiation then Smartsociates Dispute Resolution Centre should be contacted using the link on the Users dashboard. Once notified, Smartsociates shall initiate a non-binding mediation process and suggest a mediation settlement to disputing parties. If this is acceptable to both parties, case will be closed. If Smartsociates mediation settlement is not acceptable to any of the disputing parties, the dispute will be escalated via the ADR Route and shall support the Claimant and Respondent initiate a third party ADR Process. The ADR Route is only available for projects of value above £1500.
4.7.3 Alternate Dispute Resolution and Third Party Mediation Process
Smartsociates shall support the disputing parties to appoint the ADR Provider whose role will be to come out with a binding mediation settlement decision which Smartsociates shall apply to release escrowed funds to the due beneficiary. Refer Smartsociates Dispute Resolution Frame Work for more information on our Dispute Resolution Process.
4.8 Sales Order Cancellation
Users may request for Sales Order cancellation. However this will be based on justification provided.
Smartsociates Dispute Resolution Centre shall be contacted for all requested for Cancellation.
Smartsociates reserves the right to cancel an order or place an order on hold if there is any suspected Fraud or Abuse on the system.
4.10 Intellectual Property
The Client or Buyer holds exclusively the Intellectual Property and Copy Rights of all Outputs from services purchased on Smartsociates once the Output is issued to Client and Seller has received the payment.
5. Project Activities Workflow
5.1 Work Pack Concept
A Work Pack is a billable quantity of work which is a breakdown of an overall Client Scope. Depending on the scale and scope of Client’s request the project can be broken down into a number of manageable Work Packs to the fit an agreed output delivery milestone and payment schedule. Work Packs are created at the Quotation Stage and can be copied into a Sales Order and Invoice.
5.2 Fixed Priced Work
For a fixed price Projects a Freelancer charges a fixed price to complete the project. A fixed price job could comprise more than one work pack for longer duration activities so that payment milestones could be set to facilitate cash flow for the Freelancer.
5.3 Hourly/Rolling Contracts
For hourly or rolling contract the Freelancer charges the Client an hourly fee for completed activity. Work Pack for hourly contracts shall be generated based on target weekly or monthly to match a weekly or monthly payment schedule. Freelancer and Client shall agree on the number of Work Packs to include in an initial sales order, as well as payment schedule and how the rest of the Work Packs will be rolled on.
5.4 Work Pack Requirements
The minimum value of a Work Pack is Five Pounds Sterling (£5.00) and the maximum Value of a Work Pack is Two Thousand Pounds Sterling (£2,000.00) for an Individual Account, Five Thousand Pounds Sterling (£5,000.00) for Company and Enterprise Accounts, and Ten Thousand Pounds Sterling (£10,000.00) for Enterprise Plus Account.
The Maximum number of Work Pack for a single Project is 12.
It is up to the Buyer and Seller to agree the number of revisions for an output during the quotation stage. Any request for additional revision beyond that agreed in the sales order shall constitute a change of scope and will require an additional work pack to complete scope.
5.6 Scope Changes
Scope changes after a sales order has been approved by Client will require a completely new work pack to be created and the new order approved for the work pack in question.
6.0 Payments and Fees
6.1.1 Registration to the site is free.
6.1.2 There is no fee for Freelancers finding work and for Clients posting projects or sourcing a suitable resource for their projects on the site.
6.1.3 There is a transaction charge for Freelancers and Service Providers using the site’s project management, communication and payment systems to fulfil a service order.
6.1.4 There is no obligation to Clients for obtaining a quotation from Freelancers and Contractors and screening proposals submitted by Freelancers and Contractors.
6.1.5 There is no fee for members to use the site to undertake collaborative innovation projects.
6.2 Payment Process
6.2.1 The payment process is managed by Smartsociates via Paypal.
6.2.2 Once the Client or Buyer places an order, funds will be collected from the Client’s preferred payment method via PayPal. Upon completion of work by service provider and acceptance by Client of work or milestone funds will be transferred to the Seller’sPaypal account.
6.2.3 The Seller shall be able to make a Pay-Out request in order to withdraw money into Seller’s registered bank account.
6.2.4 For sales order involving multiple work packs and requiring milestone payments, the milestone invoice value shall determine the amount of funds to be collected and this shall be by mutual agreement between the Buyer and Seller.
6.2.5 For Rolling Contracts requiring weekly or monthly payments, the weekly or monthly invoice value shall determine the amount of escrowed fund to be transferred to Seller's Wallet and shall be by mutual agreement between the Buyer and Seller.
6.2.6 Payment Method: Smartsociates payment system enables Users to pay using their preferred payment method using PayPal.
6.3 Payment Terms
6.3.1 Once invoice is approved by Client funds will be made available for Sellers and Service Providers to withdraw into their selected accounts after 14 days following a safety check. However it is up to the Buyer and Seller to agree payment terms during the proposal stage and prior to sales order approval.
6.3.2 It is the responsibility of both the buyer and seller to ensure that payment terms are compliant to local regulations.
6.3.3 It is not advisable for payments to be made outside Smartsociates platform as Smartsociates will not handle any dispute resulting from such transactions.
6.4 Non Payment and Refunds
6.4.1 Order cancellation shall be by mutual consent of both the buyer and seller.
6.4.2 Request for order cancellation shall be directed to Smartsociates Customer Support.
6.4.4 Once a refund is approved fund will be returned to buyer account.
6.5 Transaction Charges
6.5.1 Smartsociates applies a transaction fee for all completed transaction between buyer and seller on the Smartsociates platform. These will be charged to the Seller’s or Service Provider’s revenue.
6.5.2 Transaction Fees Table
|Sales Order Value||Transaction Fees Rates|
|Less than £100||15%|
|Between £100.01 to £500||12.5%|
|Between £500.01 to £5000||10%|
6.5.3 Sample Calculation Table
|Sales Order Value||Transaction Fees Rates||Smartsociates Transaction Fees|
6.5.4 Because the service fee will reduce with increased value of Sales Order it is the responsibility of the Buyer and Seller to agree on ways to minimise service fee.
6.6 Administrative Charges
6.6.1 An administrative fee of 2.8% will be charged for all purchases made on Smartsociates. This helps to cover costs incurred from our third party payment service providers and in supporting innovative initiatives aimed at enhancing user experience.
6.6.2 Administrative fees may be waived for Users under certain circumstances such as promotion but this will be for a fixed duration. In such situation Users will be notified when the waiver period ends.
6.6.3 Administrative fees are automatically waived for Enterprise Account Users.
6.7 Premium Services and Subscription Charges
6.7.1 Smartsociates offers premium features provided as add-ons to standard services which are optional for Users to subscribe.
6.8 Wallet Funding Fee
6.8.1 Smartsociates provide support to its Enterprise Client with funding of their wallet in order to ensure compliance with Company procurement policy. This will be based on advanced invoicing and there is a 3% handling fee applied to this process.
6.9 Wallet Top Up
6.9.1 An administrative fee will be directly applied on top of the requested top up amount when paying into the Buyers Wallet. No further administrative fee shall be applied when at the time of making a purchase using funds already held in the Buyer Wallet. Our standard administrative fee is 2.8% so for a Wallet Top up request of £10.00 a total payment of £10.28 will deducted from your card.
6.10 Payment Authentication
6.10.1 Smartsociates and its third party service providers shall apply a Know Your Customer (KYC) framework to limit fraudulent activities on Smartsociates. Additional payment authentication will be required for User making a pay in of more than £2200 (€2500) a year and Pay Out of more than £1300 (€1500) a year. This will include a proof of ID for Individuals and a proof of Business Registration for Company. Stronger Authentication may also be requested for Transactions greater than £13000 (€15000).
7.1 Smartsociates has no responsibility of withholding any tax from a transaction between the buyer and seller on behalf on any Authority. Where applicable it is the responsibility of the Buyer and Seller to assess the tax implication of such a transaction and ensure appropriate taxes are applied and remitted to the tax Authority in question as required by the Law within the jurisdiction.
7.2 Smartsociates project management tool provides an invoicing tool which may fall short of tax reporting and invoicing format required by the law. It is the responsibility of the Buyer and Seller to establish invoicing requirement, generate and transmit an invoice which contains the correct information required by the law if the jurisdiction.
8.1 Smartsociates inbuilt communication system facilitates interaction between buyers and sellers and shall operate on a fair use policy.
8.2 Smartsociates messaging tools shall be the primary means of communication between interacting parties.
8.3 All parties are responsible for ensuring the safety of the contents transferred and shared on Smartsociates are free from viruses and malware. Smartsociates is not responsible for any damage to Users’ hardware or software as a result of contents transferred or shared with Smartsociates.
8.4 Smartsociates offers voice and video communication service to User as a premium service. However fair use policy shall apply in all cases.
8.5 Communication outside Smartsociates
8.6 Communication between Smartsociates and Users
All queries relating to the use of our services requiring clarification, help or response shall be sent to email: firstname.lastname@example.org
All legal notices relating all commercial issues shall be communicated in writing and send to the following address:
37-38 Market Street
8.7 Use of Mobile Devices
Mobile service provider’s carrier rates and charges for may apply for text messaging and data transfer using mobile phones.
8.8 Smartsociates notifications system will serve to keep offline members up to date on communication, offers and promotion within the platform but Users are encouraged to stay connected as this may not be guaranteed. Also if Users do not wish to receive these notification they should opt out by contacting customer support team by sending an email to email@example.com.
9.0 Shipping Physical Items
9.1 Smartsociates does not engage in any shipping arrangement for physical deliverables requiring shipping. It is the responsibility of the Seller to ensure that requested items are the correct quality and are shipped in the right condition with appropriate tracking references.
10.0 Physical Presence
10.1 Smartsociates does not provide insurance, nor can guarantee the safety and security of interacting parties if they engage in activities that require physical presence in any location.
11.0 Law and Jurisdiction
11.1 Smartsociates shall be obliged to attempt to settle any disputes that arises through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
11.2 The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.
12.0 Smartsociates Disclaimer
The use of this site and its content is at your own risk. Smartsociates cannot guarantee the accuracy, quality, security, reliability, continuity of the service and content provided on this site.
13.0 Limitation of Liability
Smartsociates and its Third party application providers shall not be liable for any loss or damage arising from the use of the site application or third applications.