Section A: General
This page (together with the documents referred to on it) tells you the terms on which you may make use of our website www.linkdpro.com (the “Website"), whether as a guest or a registered user. The Website is provided and maintained by LinkdPro (who shall be referred in these Terms and Conditions as "we" or "us" and "our" shall be construed accordingly). The information and services available on the Website are subject to the following terms and conditions (the "Terms and Conditions"). By accessing or using the Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions.
WE DO NOT PROVIDE RECRUITMENT SERVICES, AND WE ARE NOT AN EMPLOYMENT AGENCY. IT IS UP TO THE THIRD PARTY EMPLOYERS TO OFFER EMPLOYMENT WHICH MAY BE SCHEDULED THROUGH USE OF THE WEBSITE. WE OFFER INFORMATION AND A METHOD TO OBTAIN SUCH THIRD PARTY EMPLOYERS, BUT DO NOT INTEND TO PROVIDE RECRUITMENT SERVICES OR ACT IN ANY WAY AS AN EMPLOYMENT AGENCY, AND HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY RECRUITMENT SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES.
The Website is a communications platform which enables the connection between clients and independent professionals. Clients are individuals and/or businesses seeking to obtain professional services from independent professionals and are therefore clients of independent professionals, and independent consultants are individuals and/or businesses seeking to perform professional services for clients. Clients and independent professionals together are hereinafter referred to as “Users.”
The Website is a platform for Users to connect and deliver work flexibly and affordably, but we are not responsible for the performance of Users, nor do we have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of services rendered for Clients, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. We do not have control over the quality, timing or legality of services rendered by our independent professionals. We make no representations about the suitability, reliability, timeliness, or accuracy of the services requested and provided by Users identified through the Website whether in public, private, or offline interactions.
Section B: Obligations of independent professionals
In using the Website, the independent professional shall: (i) use its best endeavours to promote our interests, with a view to enhance the image and awareness of the Website and the independent professional shall not do anything that may damage or negatively affect our image or that of the Website; (ii) comply with all applicable legislation and shall not at any time act in contravention of any South African law; (iii) the independent professional shall under no circumstances, at any time engage clients other than through the Website, failure to comply with this provision may result in the independent professional’s profile being suspended/removed from the Website; (iv) it is the independent professional’s responsibility to agree to the terms of the services to be rendered (including but not limited to, what services will be rendered, working hours and fees) with the client and to enter into an appropriate agreement with the client. For the avoidance of doubt, we shall not be a party to such agreement and shall not in any way accept any obligations or liability under such agreement; (v) the event that the independent professional fails to comply with its obligations in terms of these Terms and Conditions or at law, then, without prejudice to our rights and remedies at law or in terms of these Terms and Conditions, we will be entitled to claim and the independent professional will be liable for all losses, damages and costs suffered or incurred by us as a result thereof; and (vi) the independent professional uses the Website at his/her own risk, we shall not be liable to the independent professional for any non-payment by a client or any additional costs or fees which may be incurred by the independent professional in the course of rendering services to the client.
Section C: Non-circumvention
You irrevocably agree not to attempt to circumvent, avoid or bypass the LinkdPro platform, directly or indirectly for the purpose of avoiding payment of brokerage fees or commissions, or otherwise, individually, by way of any corporation, trust, partnership or other entity, or in conjunction with transaction or transactions of business involving you and any client.
It is understood that, without the previous written consent LinkdPro, you will not enter, either directly or indirectly, into any discussions, solicit or accept offers, enter into any agreements, conduct negotiations with or otherwise engage in any other independent communications with: any third party to whom you were introduced to by any member, shareholder, officer, director, employee, agent, or other representative of LinkdPro or any client as the case may be; any third party to whom you were “informed of” by any member, shareholder, officer, director, employee, agent, or other representative of LinkdPro or the client as the case may be; or any employee, financial partner, investor, contractor, consultant or other business partner of LinkdPro or the client.
You further irrevocably agree not to, other than through the LinkdPro platform or without the prior written consent of LinkdPro, either during or within 12 months, engage, contract, be employed or otherwise solicit or be solicited for employment whether directly or indirectly with a client.
You agree that you will not make any contact, deal, or otherwise be involved with the clients of LinkdPro, unless otherwise authorised by LinkdPro.
No attempt, or suggestion of circumvention, will be permitted by LinkdPro, and you agree and understand that any overt, or covert act in circumvention shall constitute a fraudulent act against LinkdPro, and will be subject to judicial action, recompense for damages, possible punitive damages and interdictory relief.
It is further understood that where you
contravene the integrity of this non-circumvention provision, you shall
identify fully, and pay over all brokerage fees, commissions, or monies
obtained by you as a result of such circumvention directly or indirectly to
LinkdPro, and indemnify and be liable for all legal fees for LinkdPro, which
may be incurred in the course of adjudication of said violation.
Section D: Fees
We make no recommendations regarding project fees or hourly rate charged. The independent professional shall charge the client the hourly rate as advertised by him/her on the Website from time to time, or any hourly rate or project fee as agreed between the independent professional and the client. As we host our independent professionals on the Website, do business development on their behalf, market their skills & build their profiles as independent professionals [in essence brokering the entire transaction], we will withhold an amount equal to twenty percent (20%) of any payments made to independent professionals for services rendered to clients, to be known as a brokerage fee. The independent professional mandates that we to accept payments for services rendered from clients on the independent professional’s behalf. The independent professional agrees that we shall only release the payments for services rendered, less the brokerage fee, to the independent professional once the project deliverables have been met in accordance with a separate agreement between the independent professional and the client. All payments will then be paid into the independent professional’s bank account within three (3) business days from the date of receipt from the client.
It is your responsibility as an independent professional to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. If the independent professional is a company, then the independent professional shall, where applicable, be liable for payment to the applicable revenue authorities of all taxes relating to the services rendered by the independent professional to the client, including any income tax, VAT or any other taxes as might be relevant and the independent professional indemnifies us for any claim and/or damages we may suffer as a result of the independent professional’s failure to comply with its obligations in this regard.
Section E: Limited licence
We grant you a limited, revocable, and non-exclusive license to access and make personal use of the Website. Please note that you may not frame or utilize framing techniques to enclose the Website or any portion thereof without our prior written consent.
The limited license set forth in this clause 4 does not include the right to: (i) modify or download the Website or its contents (except caching or as necessary to view content); (ii) make any use of the Website or its Content other than personal use; (iii) create any derivative work based upon either the Website or its Content; (iv) collect account information for the benefit of another party; (v) use any meta-tags or any other "hidden text" utilizing our name or the Trademarks without our express written consent; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to any page of the Website for personal, academic or commercial use. A website that links to our Website (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (v) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; and (vi) may not use any Trademark without express written permission.
We reserve the right to monitor any pages containing such hyperlinks to check that you are complying with this license and we may, in our sole discretion, request that you remove any link to the Website, and upon receipt of such request, you shall immediately remove such link. Any unauthorized use by you of the Website terminates the limited license set forth in this clause E without prejudice to any other remedy provided by applicable law.
Section F: Your information
If you use the Website, you are responsible for ensuring the information provided in the registration form is true, accurate and complete. We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.
Section G: Third party links
We are not responsible for the content of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by us or any of our associated companies of the referenced content, product, service, or supplier. Linking to or from any off-Website pages or other websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Website pages or any other websites linked to or from the Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Website pages and other websites that you visit.
Section H: Submissions
We welcome inquiries or feedback on the services you use or might like to use, however it is our policy to decline unsolicited suggestions and ideas.
If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from your claims to any rights in any Submission.
Section I: Representations and warranties; limitation of liability
THE WEBSITE IS PRESENTED "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ANY INFORMATION OR SERVICES PROVIDED ON THE WEBSITE.
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS AND LOSS OF SOFTWARE OR DATA, RESULTING FROM OR ARISING OUT OF THE MATTER SET OUT HEREIN, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. IN ANY EVENT OUR MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED ONE MILLION SOUTH AFRICAN RANDS (R1,000,000.00).
WE SHALL NOT BE LIABLE FOR ANY DEFAULT ARISING DUE TO ANY ACT OF GOD, WAR, TERRORIST ACTION, STRIKE, LOCKOUT, INDUSTRIAL ACTION, FIRE, FLOOD, DROUGHT, TEMPEST OR ANY OTHER EVENT BEYOND OUR REASONABLE CONTROL.
Section J: Indemnification
You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable legal fees, resulting from any third party claim, action, or demand resulting from your use of the Website. You also agree to indemnify us for any loss, damages, or costs, including reasonable legal fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
Section K: General
Your continued use of the Website constitutes your agreement to all such Terms and Conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Website.
Nothing contained in these Terms and Conditions shall be construed as creating any agency or partnership between us. Our failure to enforce at any time or for any period any one of more of these Terms and Conditions shall not be deemed to be a waiver of them or of the right at any time subsequently to enforce any of these Terms and Conditions nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
If any term or provision in these Terms and Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of these Terms and Conditions and the enforceability of the remainder of these Terms and Conditions shall not be affected.
Section L: Exclusivity
For a period of twelve (12) months from the later of (i) the time the client first identifies an independent professional through the LinkdPro platform or (ii) the time an independent professional completes his/her last project with a client (“Exclusivity Period”), the client will use the LinkdPro platform as its exclusive method to receive all services from the independent professional and make all payments, directly or indirectly, with that independent professional. During the Exclusivity Period, the client shall not make complete or partial payments to the independent professional for services rendered outside of the LinkdPro platform, or otherwise circumvent our role as payment processor or our payment methods, and any violation of the foregoing restrictions is a material breach of these Terms and Conditions. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period the client will not: (a) accept proposals from, receive services from, or make payments to any independent professionals except via the LinkdPro Platform; or (b) pay or report on the LinkdPro platform a payment amount lower than that actually agreed between the client and an independent professional through the LinkdPro platform. THE CLIENT WILL NOTIFY US IMMEDIATELY IF AN INDEPENDENT PROFESSIONAL SUGGESTS MAKING PAYMENTS OUTSIDE OF THE LINKDPRO PLATFORM WITHIN THE EXCLUSIVITY PERIOD. If during the Exclusivity Period, you offer traditional employment to an independent professional, you agree to pay LinkdPro a fee of 20 percent (20%) of the annualized Base Salary payable to said independent professional (the “Employment Fee”). Base Salary means the annualized base salary and does not include any percentage of signing, discretionary or other possible bonuses, moving expenses, tuition reimbursement or any other compensation or type of allowance (the “Base Salary”). You will pay LinkdPro the Employment Fee upon completion of thirty (30) days of employment of the independent professional. In the event the independent professional terminates employment with you as a client, whether voluntarily or involuntarily, within thirty (30) days of employment, no Employment Fee will be owed. Upon expiration of Exclusivity Period, you are free to directly deal with the applicable independent professional outside of the LinkdPro platform and independently from these Terms and Conditions.
Section M: Publicity
During the term of your registration as a client with us, we may publicly refer to client as a customer of LinkdPro and may use client’s name and logos alongside the names and/or logos of other LinkdPro clients on our website, in customer lists, pitch proposals, investor presentations and sales presentations.
Section N: Intellectual property
All content available on the Website, including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the "Content") is our property. The trademarks, logos, and service marks displayed on the Website (collectively, the "Trademarks") are our registered and unregistered marks. All Trademarks not owned by us that appear on the Website are the property of their respective owners.
Except as set forth in the limited license in clause E above, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of the Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
Section O: Descriptions
Any information provided on the Website is for general information purposes only. We try to ensure that all information provided on the Website is as accurate as possible and that information is correct (to the best of our knowledge) at the time of posting onto the Website and is reviewed regularly. However, to the fullest extent permitted by law, we do not warrant that any information available on the Website is accurate, complete, reliable, current, or error-free.
Section P: Changes to the Terms and Conditions