WELCOME TO FLEXYFORCE™ 🙂
Welcome to Flexyforce™. We’re excited to show you how we work.
This is a legal document, but we intend to make your journey through it as simple as possible. The purpose of this agreement is to specify the relationship between the Freelance Supplier (“you”) and Flexyforce™. The relationship between the Freelance Supplier and a Company (“company”) will be subject to the Booking Terms and Conditions that gets agreed to between both parties every time a booking is made.
Flexyforce is cloud-based software for contracting and paying an on-demand and flexible workforce. The software works as a real-time booking engine that automates contracting and payouts, making work between a company and freelance suppliers fast, efficient and secure. Freelance suppliers can use Flexyforce to manage their availability, digitally contract with their clients, and get paid on time, every time.
Flexyforce is free for all Freelance Suppliers and therefore no fees are payable by you when you are invited by a Company to join their Flexyforce. The rates you have on your profile, are the rates companies see and contract you at. Companies do however have the freedom to negotiate. Where a Freelance Supplier creates their own Flexyforce Account and invite their existing clients to pay them via their Flexyforce Account, a 5% payout fee applies, which will be deducted from the freelance suppliers payout amount. This is a tax deductible expense, and only applies where the company the freelance supplier invited does not have a Flexyforce subscribtion.
IP, Confidentiality and Non-Circumvention
- All Intellectual Property created by a Freelance Saupplier under a Booking with a Company belongs to the Company
- All Confidential Information supplied to or received from Flexyforce or a Company, shall be kept confidential
- Any Companies introduced by Flexyforce may not be contracted outside of the Flexyforce platform for a period of 12 months
- Where a Company wishes to employ a Freelance Supplier, Flexyforce will facilitate this employment at a standard 15% of annual CTC recruitment fee to the Company
- Payment of all Freelance Supplier invoices are done within 7 days after a booking is completed.
- For monthly retainer bookings, monthly payouts are done on or before the 26th of each month
- Companies can specify custom payout terms, which is specified in the booking request, once accepted these payout terms will apply and can be anything from % up front, to installments or on the day.
- No invoice is required to receive your payout, but Flexyforce™ will request invoices for accounting purposes at month-end or after the booking has ended.
- Freelance Suppliers are fully responsible for their own taxation. This means Flexyforce will not withhold any PAYE or other tax liabilities, unless specified in Settings on your Flexyforce Profile, or sometimes companies request that all their Flexyforce suppliers have PAYE deducted. This service is currently only available for South African Freelancer Suppliers.
- At Flexyforce we encourage all Freelance Suppliers to set up their own entity or limited liability company or to operate as a sole proprietor if they are serious about building their Freelance Business, however this does depend on the Freelance Supplier’s unique circumstances. Flexyforce will put any Freelance Suppliers who need advice in touch with Flexyforce’s tax partners.
- By opening up a Flexyforce account, you are publicly confirming that you choose to work as a Freelance Supplier and will not be seen as an employee of Flexyforce or any Company booking and paying you via your Flexyforce account.
- You are not entitled to enforce any rights that an employee has against an employer, against Flexyforce, or any Company on the platform.
- You don’t have to work exclusively through Flexyforce.
- You will not be entitled to any paid leave, paid sick leave, medical aid or any other employee benefits.
- As a Freelance Supplier, you are also expected to provide your own tools (like laptops, phones, software, stationary) to provide the skills you put on offer.
FREELANCE SUPPLIER TERMS AND FEES
THIS AGREEMENT GOVERNS YOUR USE OF FLEXYFORCE’S SERVICES AND IS ENTERED INTO BETWEEN YOU AND NEXT PLATFORMS (PTY) LTD t/a FLEXYFORCE.
BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO, AND YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAY MODIFY THIS AGREEMENT WITH PROSPECTIVE EFFECT WITHOUT PRIOR NOTICE TO YOU, AND ANY REVISIONS THERETO, WILL TAKE EFFECT WHEN POSTED ON THE FLEXYFORCE PLATFORM, UNLESS A LATER DATE IS OTHERWISE STATED IN THE REVISED AGREEMENT. YOUR CONTINUED USE OF THE FLEXYFORCE PLATFORM AND/OR SERVICES WILL BE CONSTRUED AS YOUR CONSENT TO THE AMENDED / UPDATED AGREEMENT AND WILL BE CONDITIONAL UPON THE AGREEMENT IN FORCE AT THE TIME OF YOUR USE. PLEASE CHECK THE FLEXYFORCE PLATFORM OFTEN FOR UPDATES TO THE TERMS AND OTHER DOCUMENTS WHICH MAY HAVE A BEARING ON YOUR USE OF THE FLEXYFORCE PLATFORM.
This agreement was last updated on 5th of March 2018 and is effective between You and Flexyforce as of the date of You accepting these Terms and Fees
“Agreement” means this Agreement, the Platform Terms and Fees, and any other annexure, addenda or schedules thereto;
“Flexyforce”, “We”, “Us” means Next Platforms (Pty) Ltd t/a Flexyforce™, bearing registration number 2015/134958/07, and includes our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, Companies, service providers and suppliers;
“Company” means an individual, company or other legal entity with a Company account on the Flexyforce platform through which they may invite You to join their flexible workforce, and which uses Flexyforce’s Platform and Services to book, contract and pay their Freelance Suppliers;
“Flexyforce Platform” means the web application found at www.flexyforce.com, and is made available and owned by Flexyforce;
“Confidential Information” means the contents of this Agreement and any information or document in whatever form or format, belonging to, in the possession of, under the control of, in the knowledge of, or howsoever related to a Party, which has been disclosed or made available by the applicable party, directly or indirectly, in any manner which is (i) confidential or proprietary in nature, or (ii) which has been designated as confidential by a Party, or (iii) the unauthorized disclosure of which would, or would be likely to, prejudice the interests of such Party, and this includes all Intellectual Property Rights, trade secrets, know-how, all personal and sensitive data and all discussions, negotiations and services provided or to be provided relating wholly or partly to subject matter of this Agreement;
“Intellectual Property” means all and any Intellectual Property Rights in and to the Flexyforce Platform, the software and systems relating to the Platform, the work performed by You for a Company on Flexyforce, pursuant to this Agreement and/or in terms of a BOOKING, and includes patents, rights to inventions, copyright and related rights, all other rights of copyright, trademarks, trade names and domain names, business names, logos, service marks, moral rights, know-how, business methods and trade secrets, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in design, database rights and any other intellectual property rights, (including but not limited to moral rights), in each case whether registered or unregistered and including all applications (and right to apply) for, and renewals, extensions or revivals of, such and all similar or equivalent rights to forms of protection which subsist or will subsist now or in the future and in any part of the world (and “Intellectual Property Rights” means any ownership, license or associated rights relating to Intellectual Property);
“Party” means You or Flexyforce, as the case may be, and “Parties” means You and Flexyforce and any Company with a company account collectively;
“Personal Information” means personal information that can identify you as an individual or is capable of identifying you and as defined in the Protection of Personal Information Act 4 of 2013. By personal information we don’t mean general, statistical, aggregated or anonymized information;
“Freelance Supplier” means a User who has been invited to join a company’s Flexyforce or who created a Flexyforce Account by signing up on the Flexyforce Platform at www.flexyforce.com
“User”, “You”, “Yours” means any person who visits www.flexyforce.com and begins the sign-up process to become a Company or a Freelance Supplier.
“Booking” means the booking specifications and requirements that a Company requires to be adhered to by the Freelance Supplier, and which the Company may elect when contracting with the Freelance Supplier using the “My Booking” portion of the Flexyforce Platform;
2. Term and Termination
You or Flexyforce can terminate this agreement at any time, for fair reasons as listed below. You may not however terminate this agreement while you are in the process of offering Freelance Supplier services during a Booking with any Company
2.1 Term. This Agreement commences on the date you first accept these Freelance Supplier Terms of Service and continues until termination by either party in accordance with this clause.
2.2 Termination. Either Party may terminate this agreement with immediate effect in the event that the other party:
a. commits any material breach of any of the provisions of this Agreement and fails to remedy such breach within 30 (thirty) days after receiving a written notice from the aggrieved party containing full particulars of the material breach and requiring it to be remedied;
b. becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
c. is found guilty, of a crime involving dishonesty, by a competent court;
where the Freelance Supplier has become permanently incapacitated due to illness or accident;
d. agrees to such termination.
2.3 Flexyforce may terminate this Agreement with immediate effect and in its sole discretion, where:
a. You failed to perform in terms of Your obligations as set out in any applicable Bookings entered into with a Company;
b. Where you circumvented this Agreement in contravention with clause 9 (Non – Circumvention) hereof;
c. the Company has indicated to Flexyforce that You are in breach of Your obligations in terms of a Booking with such Company, and Flexyforce, in its sole discretion, is of the opinion that You are indeed in breach of the Booking terms of service and the issue regarding breach cannot be resolved between You, Flexyforce and the Company in good faith;
d. Your average reviews received from Companies or mentors are adverse. These rights of termination by Flexyforce will not detract from any claim, right or remedy afforded to Flexyforce in terms of this Agreement.
2.4 You may terminate this Agreement with Flexyforce:
a. for convenience and without cause, on 30 days written notice to Flexyforce, provided that You are not obliged to perform any services under any Booking with a Company within the aforesaid 30 days.
b. where You are obliged to perform Your services to Company(s) in terms of a Booking, Your right of termination of these Flexyforce Freelance Supplier Terms and Conditions is subject to Your compliance with the process for termination set forth in the applicable Booking(s). For the sake of clarity, at any time during which there is a Booking in force between You and a Company, You may only terminate this agreement once you have adhered to the process for termination provided for in the applicable Booking(s).
2.5 Where this Agreement is terminated in accordance with this clause 2, and any amount is due and owing to You by Flexyforce in terms of this Agreement, Flexyforce undertakes to make payment to You of said amount (pro rated, if applicable), as provided for in Clause 2.4 (Fees and Payment Terms), irrespective of date of termination.
2.6 Should You terminate this Agreement, or any Booking, in a manner which contravenes this clause 2, or the termination clause in any applicable Booking, Flexyforce reserves the right to withhold any outstanding payments due to You insofar as to satisfy all expenses and/or damages incurred as a result of such rogue termination.
2.7 Accrued Rights. Termination of this Agreement, for any reason, shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination and, in particular but without limitation, the right to recover damages against the other, the confidentiality and non-circumvention rights, and all provisions which are expressed to survive this Agreement shall remain in force and effect.
3. Terms of engagement
3.1 You hereby acknowledge and agree that You are engaged by Flexyforce as a self-employed and independent Freelance Supplier, and nothing in this agreement and in no event or under any circumstance will You be (or be deemed to be) an employee, worker, agent or partner of Flexyforce or a Company and You shall not hold yourself out as such.
3.2 This Agreement sign up terms for the provision of services as a self-employed consultant and/or independent Freelance Supplier (not a Booking of employment) and accordingly Flexyforce shall not be responsible for withholding taxes with respect to Your compensation. You will be fully responsible for all such deductions and matters relating to Your personal taxation and shall indemnify Flexyforce for and in respect of any such payments, unless otherwise indicated on your Flexyforce Account.
3.3 Flexyforce shall not be responsible for payments in respect of paid annual leave, paid sick leave, retirement benefits, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits or any other benefit or remuneration related to a conventional employment relationship whatsoever.
3.4 You shall have no authority (and shall not hold Yourself out as having authority) to bind Flexyforce or the Company, unless specifically authorised to do so, in writing.
3.5 During the term of this Agreement You will make use of Your own laptop, software licenses, stationary, motor vehicle and mobile phone in fulfilling Your obligations in terms of this Agreement and any specific Booking, the cost of which will be for Your own account.
3.6 Upon signup to the Flexyforce Platform you will be able to set Your Indicated Price and Availability on your profile, which settings can be amended at any time by logging into your Flexyforce Account.
3.7 As an ancillary service, Flexyforce will provide You with access to a tax adviser and administrator, who can help You to simplify the filing of Your tax returns. This service is free, yet not compulsory, to all Flexyforce Freelance Suppliers provided that Your Fees are paid up to date.
4. Fees & Payout Terms
4.1 Flexyforce is free for all Freelance Suppliers and therefore no fees are payable by the Freelance Supplier when a Freelance Supplier is invited by a Company to join their Flexyforce
4.2 Where a freelance supplier creates their own Flexyforce Account and invites their existing clients to pay them via their Flexyforce Account, they are subject to a 5% payout fee which will be deducted from their payout amoun
4.3 This payout fee is a tax deductible expense and a Tax invoice will be provided from Flexyforce to the Freelance Supplier
4.4 Booking Types
- Fit Budget
which shall be a fixed price, fixed term booking in respect of a fixed deliverable to be provided by the Freelance Supplier;
- Hourly, Daily, Weekly or Monthly
which shall comprise of a fixed time to be spent and materials to be utilized from the Effective Date until the Termination Date;
- Monthly Retainer
which shall commence on the Effective Date and continue by agreement between the Parties until terminated in accordance with booking specific terms and conditions.
4.5 Payouts by Flexyforce.
Where you enter into a Monthly Retainer Booking with the Company, Flexyforce will release your payout on or before the 26th of the month.
4.6 Payouts will always be released on or before 7 days after a booking has ended, unless otherwise instructed by the Company within the booking specific terms and conditions or with respect to clause 5.1 above
5. Flexyforce’s Rights and Responsibilities
5.1 Flexyforce will provide You with access to a platform through which you can be invited by a company to get paid or invite your existing clients to contract, book and pay you.
5.2 Flexyforce will, on its Platform, build a Professional Profile of You which will aid Flexyforce in contracting, booking, paying and matching You to Companies
5.3 Flexyforce reserves the right to, and will, use the information which You provide it, together with reviews received from Companies, to help companies determine whether Your Profile is a match for their company culture and work requirement
5.4 If the Company so requires, Flexyforce will facilitate with Your cooperation, an interview, either via internet based video conferencing or in person with a Company
5.5 It is Flexyforce’s responsibility to ensure that all monies owed to a Freelance Supplier is paid on the payout date as per Flexyforce’s payout terms or terms specified within the Booking specific terms and conditions
5.6 It is Flexyforce™’s sole and absolute responsibility to attend to all of its own business administration, at its own cost, and to attend to filing of all applicable returns due in terms of the Income Tax Act (as amended from time to time) and Value Added Tax Act (as amended from time to time), as applicable.
6. Freelance Supplier’s Rights and Responsibilities
6.1 You undertake to provide Flexyforce with all information reasonably required by Flexyforce in order to create a profile for You on the Platform, which profile will be used by Flexyforce to contract, book and payout money to your selected payout preference.
6.2 You reserve the right to, at any time, amend your availability, rates, services offered and any other information captured directly online from your Flexyforce Account
6.4 You reserve the right to accept or decline any booking requests on the Bookings Management tool provided on the Platform.
6.5 Should you fail to accept or decline a booking within the period afforded in the booking request, the booking will expire.
6.6 You agree and undertake to subject Yourself to an interview with a Company in the event where a company requires you to do so, failing which you will forfeit the opportunity to be added to the Company’s Flexyforce.
6.7 You agree and undertake that all Intellectual Property created by You pursuant to this Agreement or any Booking, shall vest in the applicable Company and no right under such Intellectual Property shall vest in You, save as specifically granted to You by the applicable Company, in writing. The terms relating to the assignment of the Intellectual Property will be contained in the Booking concluded with the Company.
7. Flexyforce’s Warranties and Representations
7.1 Flexyforce undertakes, warrants and represents that:
a. it has validly entered into this Agreement and has the legal authority to do so;
b. except as expressly provided herein, Flexyforce does not make any representation or warranty of any kind, whether express, implied, statutory or otherwise and Flexyforce specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by law. Flexyforce and ancillary services are provided “as is”, exclusive of any warranty whatsoever. Flexyforce disclaims all liability and indemnification obligations for any harm or damages caused by any third party and/or ancillary service provider;
c. it will comply with all agreements, laws and/or legal directives (as applicable) in connection with its business activities, the services it renders, and payments it makes, to You.
8. Freelance Supplier’s Warranties and Representations
8.1 You undertake, warrant and represent that:
a. You have validly entered into this Agreement and have the legal authority to do so;
b. the information with which You provide Flexyforce is true and correct and You undertake to keep Flexyforce up to date with any changes in this information;
c. Flexyforce will have no obligations and/or responsibilities towards You that an employer would have towards an employee, save for remunerating You for the services You are booked for by Companies;
d. despite any ancillary services Flexyforce may offer You in respect of tax, financial or general business administration, You understand that it is still Your sole and absolute responsibility to attend to filing of all tax returns and to comply with all laws and/or legal directives (as applicable) in connection with the services You provide, and the income You receive via your Flexyforce account and You warrant and undertake that You will do so;
e. that You have complied with all the applicable legal requirements, as the case may be, in order for You to lawfully render Your services to Companies;
f. that You are lawfully entitled to work from the location where you will be rendering Your services from;
g. You will immediately inform Flexyforce of any conflict of interest that You are aware of and which may occur should you perform work for a new Company;
h. where You elect to make use of any of the ancillary services Flexyforce offers You, where applicable, You will enter into an agreement, separate to this one, to regulate Your relationship with the third party rendering such ancillary services to You;
i. where You are permanently employed and elect to sign up as a Freelance Supplier on the Flexyforce Platform, there is nothing in Your permanent employment agreement which prohibits You from doing part-time work for Companies and you hereby indemnify and hold Flexyforce harmless against any claims that may arise from Your permanent employer.
a. You agree that, if and at the moment when, You are accepted as a Flexyforce Freelance Supplier, this non-circumvention and non-solicitation clause will come into force and effect.
b. Flexyforce only collects a Service Fee once a successful booking has been made. Thus, in consideration for making the Flexyforce Discovery Network Servcies available to the Freelance Supplier, for a period of no less than 12 (twelve) months from the date upon which a successful booking by Client was terminated, the Freelance Supplier may not work (part-time or permanently) for the applicable Client if such working relationship is not administered and paid for through Flexyforcem unless otherwise agreed to by all parties.
c. The Freelance Supplier and the Client will be jointly removed from the platform and shall be banned from working or conducting business on the platform going forward.
d. Where a Client expresses its desire to employ a Freelance Supplier, on a permanent basis, within 12 (twelve) months of the date of completion of the last project with the applicable Freelance Supplier found via the Flexyforce Discovery Network and the Freelance Supplier wishes to accept such offer of employment, they are free to do so, provided that the Client notify Flexyforce thereof immediately upon the Freelance Supplier’s acceptance of such offer of employment. In this case a Service Fee equal to 15% of the total annual cost to company remuneration offered to the Freelance Supplier will be charged to the Client, for which payment will be due before the employment contract takes effect (“Placement Fee”)
e. You agree that You will not circumvent the methods of payment offered by Flexyforce. By way of example, but certainly not limited to, receiving any payment outside of the Flexyforce Platform or receiving payment in kind.
f. The Freelance Supplier undertakes to immediately notify Flexyforce at [email protected] upon gaining knowledge, or a suspicion, that another person improperly contacts them or suggests soliciting payments outside the payment methods prescribed by Flexyforce. The contents of such communication shall be kept confidential.
This Non-Circumvention and Non-Solicitation clause is severable from the balance of this agreement and shall, notwithstanding the termination or cancellation of this agreement, remain in full force and effect. This Non-Circumvention and Non-Solicitation clause will not be applicable where the Freelance Supplier has a relationship with a Company prior to Flexyforce introducing such Company as a client via the Flexyforce Discovery Network.
10. Intellectual Property Rights
10.1 You agree and undertake that all Intellectual Property created by You pursuant to any Booking, shall vest in the applicable Company and no right under such Intellectual Property shall vest in You, save as specifically granted by such Company to You in writing.
10.2 Where applicable, and to the extent required, You agree and undertake to assign all Intellectual Property created by You pursuant to a Booking, to the applicable Company. You agree and undertake to sign all necessary documentation which is required to give effect to such assignment.
11. General Provisions
11.1 Force Majeur. A Party’s obligations under this Agreement shall be suspended during the period, and to the extent that, such Party is prevented or hindered from performing such obligations by any cause beyond its control including without limitation, economic forces, strikes, lock-outs, act of God, war, riot, civil commotion, malicious damage, compliance of any law or governmental order, rule, regulation or direction, accident, breakdown of machinery or equipment, fire, flood, storm. In the event that the cause continues for 10 (ten) consecutive days (or 10 days in any period of 30 days) the unaffected party shall be entitled to terminate this Agreement with immediate effect on written notice.
That is it from us for now. If you have any questions do not hesitate to ping us on Slack or drop us an email on [email protected]. HAPPY WORKING 🙂