Standard Terms & Conditions and User Agreement
PLEASE READ THE USER AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and One Circle HR PTY LTD (“One Circle,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of www.onecirclehr.com (the “Site”) and Site Services (the “Site Services”).
Subject to the conditions set forth herein, One Circle may, at its sole discretion, amend this Agreement at any time by posting a revised version on the Site. One Circle will provide notice of any amendment to this Agreement by posting an updated version of this Agreement on the Site, and/or sending you notice by email. If an amendment to this Agreement includes an increase to Fees charged by One Circle, One Circle will provide at least 30 days’ advance notice of the change but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Agreement will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE AGREEMENT AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE AGREEMENT.
1. ONE CIRCLE ACCOUNTS
This is in relation to what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
- REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms and Conditions when prompted on the Site, you agree to abide by this Agreement and any subsequent amendments to this Agreement.
To access and use certain portions of the Site and the Site Services, you must register for an Account.
Subject to the Site functionality, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. One Circle reserves the right to decline a registration to join One Circle or to add an Account type as a Client or Consultant, for any lawful reason, including supply and demand of specialized skills, cost to maintain data, or other business considerations.
If you create an Account as a User acting in your personal capacity, you represent and warrant that you have necessary legal capacity to do so, and that you are over the age of 18 years old.
If you create an Account as an employee, representative or agent on behalf of a company, corporation, trust or other legal or statutory entity (“Employer”), you represent and warrant that you are authorized to enter into binding contracts, including entering into this Agreement, on behalf of the Employer.
- ACCOUNT ELIGIBILITY
One Circle offers the Site and Site Services for business purposes only and not for personal use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) carry-on an independent business or are self-employed individual or a sole proprietor, or are an employee, representative or agent of and authorized to act for an Employer or other independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, company, or other legal entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your or your Employer’s business, or the business for which you are acting on behalf of, and for the provision of any services as contemplated on the Site ; and (d) an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts for your own behalf, or on behalf of your Employer.
- ACCOUNT PROFILE
To register for an Account to join the Site, whether as a Client or Consultant, you must complete a User profile (“Profile”), which will contain both Private Information and Business Information. You consent that Business Information loaded on your Profile will be shown to other Users and, unless you change your privacy settings, such Business Information will also be accessible to all non-users visiting the site before registration. We will endeavour to ensure that all Private Information which you provide to us on your User Profile, will be kept private at all times and neither shared with other Users or the public. Private Information will only be made available to other Users or other parties with your consent, unless such information is required to be made available by law. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your or your Employer’s identity or location, your or your Employer’s business, your or your Employer’s skills, or the services you or your Employer provides and to correct any such information that is or becomes false or misleading. Whilst we will endeavour to keep Private Information private, we cannot guarantee that such information will not become available by means of hacking or breaches to our Site by unlawful means and you accept that there is an inherent disclosure risk associated with using the Site for Site Services.
- ACCOUNT TYPES
As described in this section, there are a number of different Account types. Once you register for one Account type, you need add the other Account types under a different username and password. For example, if you already have a Consultant Account you can add a Client Account as a separate account type through re-registering as a client. You agree not to have or register for more than one Account without written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
- CLIENT ACCOUNT
A Client can register for an Account or add an Account type to use the Site and Site Services as a Client in terms whereof you will secure the provision of bespoke and tailored human resource services of a consulting and freelance nature by a Consultant directly to you or your Employer, in terms of Service Contracts.
You acknowledge and agree that as a Client you are solely responsible, and assume all liability, for negotiating key aspects of a Service Contract including inter alia (a) the classification of Consultants as independent contractors and/or freelance service providers; (b) agreeing the scope and fee of services to be provided by Consultants; (c) agreeing key milestones and the format of delivery of agreed services; (d) the timing of delivery of services; and (e) paying Consultants in accordance with applicable law for work performed for or on behalf of Client for Projects. You further acknowledge and agree that (i) the Client may determine the visibility and pricing/rate information of any of its Projects, and (ii) Consultants’ Profiles may display work history that includes work done for Client under the Client Account, including after the Consultant is no longer working on a Project for the Client.
You warrant that by registering an Account and in all dealings thereafter on the Site, you will only use the Site for valid and legal business purposes, and in particular, you will not use the Site for, or to aid or abet, any illegal transactions, transactions involving money laundering, or money from ill-gotten gains, including corruption, and that at all times you will adhere to laws applicable in your jurisdiction, including all tax exchange control requirements.
- CONSULTANT ACCOUNT
A Consultant can register for an Account or add an Account type to use the Site and Site Services as a Consultant Account in terms whereof the Consultant will provide bespoke and tailored human resource services of a consulting and freelance nature directly to Clients in terms of Service Contracts.
You acknowledge and agree that as a Consultant you are solely responsible, and assume all liability, for negotiating key aspects of a Service Contract including inter alia (a) agreeing the scope and fee of services to be provided to Clients on an independent contractor or freelance basis; (b) agreeing key milestones and the format of delivery of agreed services; (c) the timing of delivery of services; and (e) agreeing timing of payment of fees for Projects. You further acknowledge and agree that Clients’ Profiles may display work history that includes work done for Client by Consultant under a Service Contract, including after the Consultant is no longer working on a Project for the Client.
You warrant that by registering an Account and in all dealings thereafter on the Site, you will only use the Site for valid and legal business purposes, and in particular, you will not use the Site for, or to aid or abet, any illegal transactions, transactions involving money laundering, or money from ill-gotten gains, including corruption, and that at all times you will adhere to laws applicable in your jurisdiction, including all tax and exchange control requirements.
- CLIENT ACCOUNT
- ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business or on behalf of an Employer. By granting other Users permissions under your Account, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms and Conditions.
If any such User violates the Terms and Conditions, it may affect your ability to use the Site. Upon closure of an Account, One Circle may close any or all related Accounts.
- IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business or on behalf of your Employer. You authorize One Circle, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business or Employer, which includes, but is not limited to, providing official government or legal documents.
- USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. In the event of any a person authorized to use your account no longer being authorised it will be your and your Employer’s responsibility to change, and immediately reset all passwords on the Site. You authorize One Circle to assume that any person using the Site with your username and password, either is you or is authorized to act for you or your Employer. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms and Conditions.
2. PURPOSE OF ONE CIRCLE
This is to share with you what One Circle does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract (with a Consultant or Client), as detailed further below.
The Site is a virtual workspace where Clients and Consultants can identify each other and collaborate on HR related projects online. Subject to the Terms and Conditions, One Circle provides the Site Services to Users, including hosting and maintaining the Site, marketing the site, facilitating the conclusion of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice, and to receive/pay any amounts owed under the Service Contract.
- RELATIONSHIP WITH ONE CIRCLE
One Circle makes the Site and Site Services available to enable Consultants and Clients to find and transact directly with each other. One Circle does not introduce Consultants to Clients, find Projects for Consultants, or find Consultants for Clients; unless specified otherwise.
Through the Site and Site Services, Consultants may be notified of Clients that may be seeking the services they require, and Clients may be notified of Consultants that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Consultant on their own using their own discretion, process, business intelligence tools and other means available to them.
If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and One Circle is not a party to that Service Contract.
You acknowledge, agree, and understand that One Circle is not a party to the relationship or any dealings between Client and Consultant. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Consulting Services, or (e) paying for Service Contracts or Consultant Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User. One Circle does not make any representations about or guarantee the truth or accuracy of any Consultant’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Consultants or Clients; and does not vet or otherwise perform background checks on Consultants or Clients. You acknowledge, agree, and understand that One Circle does not, in any way, supervise, direct, control, or evaluate Consultants or their work and is not responsible for any Project. One Circle makes no representations about and does not guarantee, and you agree not to hold One Circle responsible for, the quality, safety, or legality of Consulting Services; the qualifications, background, or identities of Users; the ability of Consultants to deliver services agreed for any Project; the ability of Clients to pay for Consulting Services rendered; any User content posted on the Site, statements or posts made by Users; or the ability or willingness of a Client or Consultant to enter into Service Contracts or Projects.
You also acknowledge, agree, and understand that Consultants are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, manner, and means of providing any Consulting Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of One Circle, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) One Circle will not have any liability or obligations under or related to Service Contracts and/or Consulting Services for any acts or omissions by you or other Users; (iii) One Circle does not, in any way, supervise, direct, or control any Consultant or Consulting Services; does not impose quality standards or a deadline for completion of any Consulting Services; and does not dictate the performance, methods or process the Consultant uses to perform services; (iv) Consultant is free to determine when and if to perform Consulting Services, including the days worked and time periods of work, and One Circle does not set or have any control over Consultant’s pricing, work hours, work schedules, or work location, nor is One Circle involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to a Consultant for a Project; (v) the Consultant will be paid at such times and amounts as agreed with the Client in a given Service Contract, and One Circle does not, in any way, provide or guarantee the Consultant a regular salary or any minimum, regular payment; (vi) One Circle does not provide Consultants with training or any equipment, tools, or materials related to any Service Contract; and (vii) One Circle does not provide the premises at which Consultants will perform the work. Consultants are free to use subcontractors or employees to perform Consulting Services and may delegate work on fixed-price contracts. If a Consultant uses subcontractors or employees, the Consultant further agrees and acknowledges that this paragraph applies to One Circle’s relationship, if any, with the Consultant’s subcontractors and employees as well and the Consultant is solely responsible for Consultant’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
- TAXES AND BENEFITS
Consultant acknowledges and agrees that the Consultant is solely responsible (a) for all Tax liability associated with payments received from Clients, and that One Circle will not withhold any Taxes from payments to the Consultant unless required by law; (b) to negotiate the fee on any Project with the Client inclusive of any Tax (including in particular Value Added Tax or General Sales Tax ) as applicable (c) to independently determine and assess any Tax that may be applicable on fees for Consulting Services and to factor such Taxes in Consultant’s Fees and to pay such Tax to the relevant authorities (c) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that the Consultant is not covered by or eligible for any insurance from One Circle; (d) for determining whether the Consultant is required by applicable law to issue any particular invoices for the Consultant Fees and for issuing any invoices so required; (e) for determining whether the Consultant is required by applicable law to remit to the appropriate authorities any Value Added Tax or any other Tax or similar charges applicable to the Consultant Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate and (f) if outside of South Africa, for determining if One Circle is required by applicable law to withhold any amount of the Consultant Fees and for notifying One Circe of any such requirement and indemnifying One Circle for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of a Tax Audit of One Circle by a relevant Tax authority, including a tax query, the Consultant agrees to promptly cooperate with One Circle and provide copies of Consultant Tax returns and other documents as may be reasonably requested for purposes of such Tax audit or query and grants One Circle permission to submit such documents to the relevant Tax authority.
Client acknowledges and agrees that the Client is solely responsible (a) for all Tax liability associated with payments paid to the Consultant, and that One Circle will not withhold any taxes from payments to the Consultant unless required by law; (b) for determining whether the Client is required by applicable law to withhold any Tax and if so that Client is made aware of this and to ensure that the Client acknowledges when negotiating the Consultant’s Fee with the Consultant, that Consultant is aware that the Consultant’s Fee will be net of any withheld Tax, and that any Tax withheld will be handled directly by the Client and paid over to the relevant authorities ; (c) for determining whether the Client is required by applicable law to issue any particular contract for the Consultant as required by law or whether Consultant’s invoices require specific details for Tax purposes; and (e) If Client is required to withhold any withholding tax and does not inform Consultant of this at the time of negotiating the Consultant’s Fee, then Client will be obliged to gross-up the payment to the Consultant so that Consultant will receive a net amount equal to the agreed Consultant Fee after the withholding (f) if outside of South Africa, for determining if One Circle is required by applicable law to withhold any amount of the Consultant Fees and for notifying One Circe of any such requirement and indemnifying One Circle for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of a Tax audit of One Circle by a relevant Tax authority, including a tax query, the Client agrees to promptly cooperate with One Circle and provide copies of documents as may be reasonably requested for purposes of such Tax audit or query and grants One Circle permission to submit such documents to the relevant Tax authority.
- MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request One Circle to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that the Consultant or Client voluntarily submits to One Circle and does not constitute and will not be construed as an introduction, endorsement, or recommendation by One Circle; One Circle provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that One Circle post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your job success score, wherever referenced, and other User Content highlighted by One Circle on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that One Circle will make Composite Information available to other Users, including composite or compiled feedback. One Circle provides its feedback system as a means through which Users can share their opinions of other Users publicly, and One Circle does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
One Circle does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. One Circle is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, One Circle reserves the right (but is under no obligation) to remove posted feedback or information that, in One Circle’s sole judgment, violates the Terms and Conditions or negatively affects our workspace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of One Circle. You acknowledge and agree that you will notify One Circle of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, One Circle may rely on the accuracy of such information.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONSULTANT
This is referencing the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
- SERVICE CONTRACTS
If a Client and Consultant decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Consultant. Client and Consultant have complete discretion both with regards to whether to enter into a Service Contract with each other and with regards to the terms of any Service Contract. You acknowledge, agree, and understand that One Circle is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between One Circle and any Consultant or a partnership or joint venture between One Circle and any User.
With respect to any Service Contract, Clients and Consultants may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, non-compete agreements, etc.) provided that any such agreements do not conflict with, narrow, or expand One Circle’s rights and obligations under the Terms and Conditions, including this Agreement.
- DISPUTES AMONG USERS
For disputes arising between Clients and Consultants, you agree to abide by the One Circle dispute process. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that One Circle will not be, and is not, obligated to provide any dispute assistance beyond what is provided in the One Circle dispute process.
- CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Service Contract. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section of ‘Confidential information’ applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care.
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section only.
All Private Information submitted by Users to One Circle will remain confidential and One Circle will not disclose such Private Information to any third party without the prior notification to Users. This confidentiality will however not apply to information that is already within the public domain, which may be required to be disclosed under any law, or which needs to be submitted to One Circle Pay Partner in order to facilitate payments of fees.
4. WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between One Circle and a User.
Client is solely responsible for and has complete discretion with regards to selection of any Consultant for any Project. One Circle will have no input into, or involvement in, worker classification as between Client and Consultant and Users agree that One Circle has no involvement in and will have no liability arising from or relating to the classification of a Consultant generally or with regard to a particular Project.
5. ONE CIRCLE FEES
This is in relation to what fees you agree to pay to One Circle in exchange for One Circle providing the Site and Site Services to you.
- SERVICE FEES FOR CONSULTANTS
Consultants pay One Circle a Service Fee for the use of the Site. One Circle charges Service Fees to Consultants, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services. The Service Fees (to use the Site and Site Services) are paid solely by Consultant, which payments are facilitated as escrow payments via One Circle Pay Partner. When a Client pays a Consultant for a Project via Once Circle Pay Partner, One Circle Pay Partner will credit the Consultant’s account for the full amount paid, after subtracting and disbursing to One Circle the Service Fee of 15% of the agreed Project fee (exclusive of Value Added Tax). Consultant hereby irrevocably authorizes and instructs One Circle Pay Partner to deduct the Service Fee from the Consultant’s account and pay One Circle on Consultant’s behalf the Service Fee, irrespective whether the Contractor has rendered the services at that point. Consultant also agrees that should One Circle be required to charge Value Added Tax on the Service Fee, then the amount which One Circle will be entitled to will be the Service Fee amount plus Value Added Tax, and Consultant further authorises One Circle Pay Partner to deduct and pay the Value Added Tax Amount to One Circle.
In the event the Consultant chooses to withdraw funds in a different currency from the amounts paid into the Consultant’s account with One Circle Pay Partner, there may be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment, and you hold One Circle and One Circle Pay Partner harmless in this case.
- MEMBERSHIP FEES
Users DO NOT PAY One Circle a membership fee if they sign-up for One Circle.
- CLIENT FEES
Clients will pay One Circle a flat fee for payment processing (3.5% of the agreed Project fee excluding Value Added Tax) to One Circle Pay Partner. As soon as the processing fee is received by One Circle Pay Partner, such a fee will be credited to One Circle’s account and One Circle will be entitled draw such fee at any time from thereon. Client agrees that should One Circle be required to charge Value Added Tax on the payment processing fee, then the amount which One Circle will be entitled to will be the payment processing fee of 3.5% Project fee plus Value Added Tax, and Client further agrees that in such instance, it will add and pay the Value Added Tax amount to One Circle Payment Partner.
- NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
One Circle does not introduce Clients to Consultants and does not help Consultants secure Projects. One Circle merely makes the Site and Site Services available to enable Consultants to do so themselves and may, through its algorithm, from time to time highlight Projects that may be of interest. In addition, One Circle does not charge any fee or dues for posting public feedback.
6. PAYMENT TERMS AND ESCROW SERVICES
This section discusses Client’s agreement to pay Consultant’s Fees on Service Contracts and describes how One Circle’s escrow services through One Circle Pay Partner will work.
- ESCROW SERVICES
One Circle provides escrow services to Users, through One Circle Pay Partner, to deliver, hold, and/or receive payment for a Project, and to pay fees to One Circle.
One Circle Pay Partner’s escrow services are intended for business use only of transactions concluded under Service Contracts, and you agree to use those services only for legitimate business purposes.
- PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
One Circle Pay Partner will use and release funds deposited in an Escrow Account only in accordance with applicable Escrow Instructions. You acknowledge and agree that One Circle Pay Partner acts merely as an internet escrow agent. One Circle Pay Partner is only obligated to perform those duties expressly described in this Escrow Instructions. If you authorize or instruct One Circle to release or make a payment of funds from your Account One Circle will instruct One Circle Pay Partner to release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, One Circle Pay Partner may release or pay funds from an Escrow Account as required by applicable law.
Fixed-Price Projects. One Circle confirms that users will only enter into fixed-price for Projects. Once Users have agreed on a fixed-price amount, then the Users agree that they will be bound by such amount.
Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, One Circle Pay Partner will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the successful delivery of the project or milestone as agreed.
You hereby authorize and instruct One Circle Pay Partner, via One Circle, to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms and Conditions.
- NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account.
- PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
- CLIENT PAYMENTS ON SERVICE CONTRACTS
Client understands the obligation and requirement to pay the full Project fee to One Circle Pay Partner escrow immediately upon agreeing a Project with a Consultant, or upon activating any additional milestone as agreed for the Project.
On completion of a Project or certain agreed Project milestones, Client will authorise One Circle to pay Consultant Fees from the Escrow Account. When Client authorizes the payment of the Consultant Fees on the Site, Client automatically and irrevocably authorizes and instructs One Circle Pay Partner to charge amounts held to the credit of a Client in an Escrow Account equal to the Consultant Fees, and to hold such amounts, less any Service Fee, on behalf of the Consultant.
- DISBURSEMENTS TO CONSULTANTS
Under the relevant Escrow Instructions, One Circle Pay Partner will disburse and pay funds that are available and payable to a Consultant upon Client’s request by means of holding such amounts in the Escrow Account on behalf of Consultants. Once One Circle Pay Partner holds amounts on behalf of a Consultant, anytime thereafter a Consultant can request that payment of such amounts be made to it on a once-off basis. If the Consultant does not request a payment, One Circle will automatically disburse available funds to Consultants by means of making payment into Consultant bank account no more than 90 days after the Consultant Fees are released by the Client.
Consultant understands that it will only be entitled to payment of Consultant Fees on completion of a Project, or agreed milestones, and once Client issues an Escrow Instruction. In the event where Client does not issue an Escrow Instruction after being requested to do so by Consultant on the completion of a Project or agreed Project milestones, Consultant will request One Circle’s assistance by logging a request on the Site. In this case, One Circle will request Client to authorise payment by means of issuing an Escrow Instruction. In the event of a dispute arising resulting in the Client refusing to issue Escrow Instructions, One Circle will via the Site, and with the consent of both Client and Consultant, seek to mediate the dispute between Client and Consultant with a view towards amicably resolving the dispute. In seeking to amicably resolving the dispute, One Circle will have regard to various factors such as the agreed scope and fee between Client and Consultant under a Service Contract, the extent of the Project or Project milestones that have delivered by Consultant, the quality of services that have been rendered by Consultant, the timing of the delivery of services, and any other factors relevant to the Service Contract. Based on information available at the disposal of One Circle, One Circle will make a non-binding recommendation to the Client and Consultant on the appropriate manner of resolving the dispute. If the Client and Consultant agree with One Circle’s recommendation, then this will resolve the dispute and Consultant and Client will act accordingly. On the other hand, if either the Client or Consultant do not agree with One Circle’s non-binding recommendation, then One Circle’s attempt to mediate the matter will come to an end, and the aggrieved party will be entitled to then pursue the dispute through any other legal channels available to it. Client or Consultant will have the right not to agree to One Circle’s mediation process, or at anytime terminate mediation proceedings which have not been finalised. Client and Consultant agree that during any mediation process, it will not seek to pursue legal action outside of the mediation process unless it first provides a notice to the other party and to One Circle of termination of the mediation process. Once Circle’s provides no warranties or undertakings that any attempt by it to mediate any dispute between Client and Consultant will be resolved. Client and Consultant acknowledge that One Circle owes no duty of care to it in attempting to resolve any dispute via mediation and hereby fully indemnifies One Circle for its role in attempting to mediate any dispute.
Notwithstanding any other provision of the Terms and Conditions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms and Conditions, including by committing or attempting to commit fraud or other illicit acts on or through the Site, One Circle and One Circle Pay Partner may refuse to process or may hold the disbursement of the Consultant Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law.
If Client is in “default”, meaning the Client fails to pay the Consultant Fees or any other amounts when due under the Terms and Conditions, One Circle will be entitled to the remedies described hereafter. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Consultant Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by One Circle within the time period agreed or, if none, within 30 days, (d) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, One Circle may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Consultant Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay One Circle upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
- PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on One Circle; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms and Conditions cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, One Circle is not liable to any User if One Circle does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. One Circle will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on One Circle’s part to store, backup, retain, or grant access to any information or data for any period.
7. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ONE CIRCLE MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONE CIRCLE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
One Circle is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of project postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site;
- The disclosure of any Private Information as a result of unlawful access or hacking of the Site;
- The inability of Clients to pay Consultant’s Fees;
- The inability of Consultants to deliver agreed services and;
- your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms and Conditions
ADDITIONALLY, IN NO EVENT WILL ONE CIRCLE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF ONE CIRCLE AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS AND CONDITIONS WILL NOT EXCEED THE LESSER OF: (A) $1,000; OR (B) ANY FEES RETAINED BY ONE CIRCLE WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CONSUTLANT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
In addition to the recognition that One Circle is not a party to any contract between Users, you hereby release One Circle and our employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Consultant Services provided to Client by a Consultant and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless One Circle, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents or Employers, including any payment obligations or default incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents or Employers, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of One Circle as an employer or joint employer of Consultant; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms and Conditions by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, wilful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
11. AGREEMENT TERM AND TERMINATION
Unless both you and One Circle expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms and Conditions as well, except as otherwise provided herein. You may provide written notice to email@example.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. One Circle is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct One Circle to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms and Conditions until all such Projects have closed on the Site; (c) One Circle will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to One Circle for any Site Services or such other amounts owed under the Terms and Conditions and to any Consultant for any Consultant Services.
Without limiting One Circle’s rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach any terms and conditions of this Agreement or any other provisions of the Terms and Conditions; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, One Circle. One Circle Pay Partner or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without One Circle’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF ONE CIRCLE DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, ONE CIRCLE HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT ONE CIRCLE WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
- ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which One Circle will have no liability whatsoever. One Circle, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms and Conditions that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring mediation, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms and Conditions, the termination of this Agreement for any reason will not release you or One Circle from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
12. DISPUTES BETWEEN YOU AND ONE CIRCLE
The below discusses your agreement with One Circle and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and agree to use mediation instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
- INFORMAL DISPUTE RESOLUTION PROCESS
If a dispute arises between you and One Circle, our goal is to resolve the dispute quickly and cost-effectively without having to go to a court of law or legal proceedings in terms of this clause 14.
Disputes covered by this n provision include, but are not limited to, all claims or disputes between One Circle and you arising out of or relating to this Agreement, the Terms and Conditions, any Service Contract, escrow payments, any payments or monies you claim are due to you from One Circle or our successors or from One Circle Pay Partner, any dispute related to trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation or termination.
- CHOICE OF LAW
This Agreement and Terms and Conditions, and any dispute or claim arising from this Agreement will be governed by and construed in accordance with the laws of South Africa.
- INFORMAL DISPUTE RESOLUTION
Before serving any legal demand, or instituting any legal proceedings of whatsoever nature, regarding any dispute between you and One Circle, you and One Circle agree to first notify each other of the dispute via the Site. You agree to notify One Circle of any dispute by email to firstname.lastname@example.org, and One Circle agrees to provide you notice of any dispute at your email address on file (in each case, a “Notice”). You and One Circle will then inter partes seek to informally resolve the dispute. Any Notice must include pertinent account information, a brief description of the dispute, Service Contact and Project information, and if the dispute relates to a claim a quantification of the claim so that you or One Circle, as applicable, may evaluate the dispute and attempt to informally resolve the dispute. Both you and One Circle will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s dispute, which, if successful, will avoid the need for further action.
This section discusses additional terms of the Agreement between you and One Circle, including that the Terms and Conditions contain our full Agreement, how the Agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
- ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between you and One Circle relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though One Circle drafted the Terms and Conditions, you represent that you had ample time to review and decide whether to agree to the Terms and Conditions. If an ambiguity or question of intent or interpretation of the Terms and Conditions arises, no presumption or burden of proof will arise favouring or disfavouring you or One Circle because of the authorship of any provision of the Terms and Conditions.
- MODIFICATIONS; WAIVER
No modification or amendment to the Terms and Conditions will be binding upon One Circle unless in a written instrument signed by a duly authorized representative of One Circle or posted on the Site by One Circle. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
If and to the extent any provision of this Agreement or the other Terms and Conditions is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
- PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms and Conditions will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in South Africa.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall in all respects be governed by and construed in accordance with the laws of South Africa, and all disputes, actions and other matters in connection therewith shall be determined in accordance with such law. You hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg, South Africa for the purposes of all or any legal proceedings arising from or concerning this Agreement. Nothing in this Agreement shall prevent One Circle from seeking relief on an urgent or interlocutory basis from any High Court of South Africa with jurisdiction.
15. SPECIAL OPERATIONAL TERMS
You are expected to comply with all of the Terms and Conditions of this Agreement and failure to do so can result in financial liabilities and Account holds/suspensions. Account holds/suspension can lead to Account interruptions, and consequences could include the inability to continue working on or using the Site, loss of revenue and potential damage to your reputation. In addition to the Terms & Conditions under this Agreement, the following additional violations apply to Users.
- Identity Uncertainty and Account Sharing: Users should provide their own accurate and verifiable information and use a clear photo of themselves. Users should not allow anyone else to use their Account or ever log into another User Account on their behalf.
- Receiving Payments off One Circle: Once Users engage under a Service Contract, all payments are to be processed and received only through One Circle.
- Failing to Perform under a Service Contract: Consultant extending a proposal or accepting a Project, commit to the quality and timeliness of deliverables under such Project. Consultants misrepresenting their abilities or failing to fulfil Service Contract responsibilities can result in low Client satisfaction, bad evaluation and payment disputes.
- Multiple Logins or Wrong Account Type: The same login is to be used for all work on One Circle.
- Contact Information Sharing: Contact with potential Clients/Consultants should be done only be via the Site.. User Profile should not include email, Skype contact information, or links to any sites that include a way to contact Users outside of the Site. This includes a link to a personal website or a third-party profile or certification (like LinkedIn).
- Non-circumvention: Once a Client has been introduced to a Consultant via the Site, Consultants cannot accept proposals from the Client to render services outside of this Agreement and the Site. Where Clients propose or agree to engage with Consultants outside of this Agreement and to operate outside of the Site, Consultants are required to immediately inform One Circle of this. Likewise, Clients cannot accept proposals from Consultants to render services outside of this Agreement and the Site. Where Consultants propose or agree to engage with Clients outside of this Agreement and to operate outside of the Site, Clients are required to immediately inform One Circle of this. Where a non-circumvent has been breached, One Circle has the right to immediately suspend or place a hold on the guilty parties Account.
- Spam and Harassment: Users are to treat everyone with respect and professional courtesy in all communications.
- Feedback Abuse: Feedback on the Site is earned and not forced and must be honest, fair and objective, having regard to professional etiquettes. Once Circle has the right to delete any Feedback from the Site which in One Circle’s sole discretion, is viewed as dishonest, abusive, unfair or unprofessional..
Account holds/supensions for any of the above reasons will disqualify the Consultant or Client concerned from Top Rated status for 90 days after the Account is resumed.
Below we have defined some (but not necessary all) of the capitalized terms that appear in the Terms and Conditions.
“Account” means a dedicated account of a User once such user has registered as a User on the Site in order to use the Site Services.
“Agreement” means this User Agreement being a binding contract between a User and One Circle allowing the User to use the Site on the terms and conditions as set out herein.
“Business Information” means all information of business-related nature such as corporate profiles, experience, areas of expertise, special skills or experience and the like loaded onto a User’s Profile by the User on registering an Account.
“Client/s” means a business, company, or other corporate entity registered as a Client on the Site with an Account, seeking to engage Consultants under Service Contracts for Consulting Services.
“Client Account” means an Account opened and registered on the Site by a Client, or on behalf of a Client, in order to procure bespoke and tailored human resources consulting services from a Consultant via the Site as contemplated in clause 1.4.1 of this Agreement.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Consultant or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Consultant/s” means an individual operating as an independent contractor, or business, company, or other corporate entity registered as a Consultant on the Site with an Account, who has the experience and qualifications to provide Consulting Services under Service Contracts to Clients.
“Consultant Account” means an Account registered on the Site by a Consultant, or on behalf of a Consultant, in order to provide bespoke and tailored human resources consulting services to Clients via the Site as contemplated in clause 1.4.2 of this Agreement.
“Consulting Services” means the provision of tailored and bespoke human resources services to be rendered by a Consultant to a Client under a Service Contract for a Project.
“Consultant Fees” means the fixed fee agreed between a Client and a Consultant.
“Effective Date” means the date when a User accepts the terms and conditions of this Agreement on the Site when first registering, or a later date when a User agrees to accept any amendment to this Agreement as posted on the Site from time to time.
“Employer” means a business, company, corporation, trust or other legal entity represented by an authorised User to enter into Service Contracts and to use the Site Services.
“Escrow Account” means an account opened/kept by One Circle Pay Partner to hold amounts on behalf of Clients, Consultants and One Circle related to Projects.
“Escrow Instructions” means instructions to the One Circle Pay Agent as agreed under a separate Escrow agreement between One Circle and One Circle Pay Agent in terms whereof One Circle Pay Agent will pay amounts in an Escrow Account to (a) Consultants on instructions from Clients once a Project milestone is achieved or a Project is completed (b) One Circle Service Fees and processing fees received from Clients on a Project.
‘Fees” means fees payable by the Client to a Consultant for Consulting Services rendered in terms of sService Contracts
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Consultant, prior to the commencement of a Service Contract, for the completion of all Consultant Services contracted by Client for such Service Contract.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“One Circle” means One Circle HR Pty Ltd, a company incorporated in, and in accordance with the laws of, the Republic of South Africa.
“One Circle Pay Partner” means Envisionit E-Pay (Pty) Ltd trading as Truzo, a South African incorporated entity operating and licensed as a financial services provider, or any other pay partner that One Circle will appoint from time to time.
“Payment Method” means a valid credit card issued by a bank acceptable to One Circle, a bank account linked to your Account, a debit card, or such other method of payment as One Circle may accept from time to time in our sole discretion.
“Private Information” means all information of a private nature such as bank account details, email address, phone numbers, full address, gender, identity or social security numbers and date of birth loaded onto a User’s Profile by the User on registering an Account.
“Profile” means a User’s profile once an Account has been registered on the Site.
“Project” means an agreed engagement of a Consultant by a Client for services that a Consultant will provide to a Client under a Service Contract via the Site, including defining the scope, fees, milestones, work product and format of delivery of service.
“Service Contracts” means a contract concluded directly between Consultant and Client for Consulting Services via the Sitewhich will as a minimum contain the Terms and Conditions as set out in this Agreement, and which may be enhanced by any other terms and conditions as maybe required either by the Client or the Consultant.
“Site” means the Once Circle website located at www.onecirclehr.com.
“Site Services” means the service of providing Users access to the Site to enable Users to enter into agreements with Clients and Contractors.
“Site Visitors” means visitors who visit/browse the Site and who are not necessarily Users.
“Tax/es” means all forms of taxation including Value-Added tax, General Sales Tax, income tax, withholding taxes, employees’ or payroll taxes, social security and other employee related taxes.
“User” means Client and/or Contractor as the context requires.
“User Profiles” means a profile of a User developed by Once Circle and made available on the Site.