Service Provider
Agreement
Contents
Service Provider Agreement
Effective on January 11, 2021
PLEASE READ THIS SERVICE PROVIDER AGREEMENT (“SPA” or “Agreement”) AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THE PUA, SERVICE PROVIDER AGREEMENT, AND PRIVACY POLICY ARE COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE"
1. AGREEMENT INTRODUCTION
This is a binding legal agreement entered into between Service Provider and SkillSetz and is governed by the Platform User Agreement (“PUA”). Any conflict or perceived conflict between the PUA and this Agreement shall be read such that the PUA controls in order to resolve the perceived or actual conflict. Along with the PUA, this SPA governs all user activities in SkillSetz. This Service Provider Agreement is a contract between you (“you” or “User”) and Sligo Software, Inc. D/B/A SkillSetz™ (“SkillSetz,” “we,” “our”, or “us”). You must read, agree to, and accept all of the terms and conditions contained in this SPA to access our site and conduct business as a Service Provider on our website located at www.SkillSetz.com or any part of the rest of the Site.
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Platform User Agreement and our Privacy Policy. Subject to the conditions set forth herein, SkillSetz may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site.
SkillSetz will provide reasonable advance notice of any amendment that includes a Substantial Change (defined in the PUA), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by SkillSetz, SkillSetz 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 Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
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YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN THIS. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
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2. AGREEMENT PURPOSE
Our site and services are geared in a manner that allows the Buyers to drive the marketplace. In order to promote an efficient and consistent engagement process, we provide users with Work Order templates from which they are free to tailor to fit the specifics of their engagement. As part of the Work Order template that we provide Users, all Service Providers must agree to the terms of this Agreement.
2.1 WHEREAS, SkillSetz is in the business of providing a cloud based marketplace that makes it easy for Service Buyers and Service Providers to find each other and engage in Service Work Order transactions based on business services;
2.2 WHEREAS, YOU, the Service Provider, wish to utilize the SkillSetz platform to find, engage, and transact with Service Buyers that have business requirements and services needs you offer for the intended purpose of selling those services;
2.3 WHEREAS, the Service Buyer, wishes to utilize the SkillSetz platform to find, engage, and transact with Service Providers that meet the business requirements you have for your service projects for the intended purpose of purchasing those services;
2.4 NOW THEREFORE, based upon the aforementioned recitals and the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows.
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3. CONTRACTING MODEL
Every User must enter into a binding legal contract with SkillSetz that is reflective of the relationship between the parties before the User may use our site and/or services. SkillSetz is a separate third party whose obligations are focused on utilizing its resources and proprietary information to allow its Users to connect with one another. SkillSetz does not warrant, implicitly or explicitly, the performance of any companies or individuals, projects, obligations, deliverables, or other responsibilities belonging to third parties and set forth in the Work Order subject to the relationship between Buyer and Provider. You agree and acknowledge that SkillSetz’ obligations are focused solely and exclusively on providing access to its site/services, in addition to those obligations undertaken expressly in any.
3.1 Between SkillSetz and Service Provider
Your agreement with SkillSetz contemplates and considers the parties’ mutual performance obligations. In addition to those obligations more fully described in the PUA, our obligations to you are limited to facilitating the introduction and commercial contracting process between Users and does not extend any further. In addition to those obligations more fully described in the PUA, your obligations to us extend to the prompt and full payment of all fees and costs when they come due.
3.2 SkillSetz Relationship with Service Provider
Under no circumstances is SkillSetz to be considered a partner, fiduciary, employee, assignee, or authorized agent of the Service Provider. SkillSetz’ sole function through its relationship with the Service Provider and the Service Buyer is to provide the platform, introductory tools, and framework for users to vet and engage one another. SkillSetz, as the facilitator of this relationship, does not under any circumstance supervise, pay, control, or otherwise exert any authority over any of its users, including any employees, agents, principals, independent contractors, or other affiliates. SkillSetz at no time holds or apportions any money belonging to either the Service Provider or the Service Buyer. Beyond the Service Fees and other costs/fees collected by SkillSetz in accordance with the express provisions included in this Agreement and the incorporated PUA signed in conjunction with this Agreement, Users understand that SkillSetz is not a fiduciary or partner of any of its Users. SkillSetz endeavors to work with all of its Users to foster a successful and professional platform; however, Users understand that SkillSetz is a separate entity with its own interests that may or may not align with any single user. All benefits, monetarily and otherwise, received by SkillSetz belong to SkillSetz.
3.3 Relationship with Users
During the performance of this Agreement, SkillSetz, its contractors and/or subcontractors shall be responsible for the performance of its own Services and shall have control over the manner and means by which its Services are performed, subject to compliance with the Agreement and any plans, specifications, schedules or other items approved by any User. SkillSetz, its contractors, agents, and assignees shall not in any capacity be considered an employee or agents of the User (either the Provider or Service Buyer), nor shall SkillSetz, its employees or agents, be eligible for or entitled to any benefits, perquisites or privileges given or extended to by its Users to their employees. SkillSetz shall be solely responsible for compensating its contractors/subcontractors performing Services under this Agreement. SkillSetz does not and cannot control, instruct, or otherwise determine how/where/when any of its Users performs under any given Work Order, SkillSetz does not provide any instrumentality for the completion of any User to perform its obligations under any Work Order, and does not supervise or otherwise control the User in its performance of any Work Order.
3.4 Work Order Governance and Controls
The Work Order shall be detailed in a separate document, executed by and between the Service Buyer, SkillSetz, and the Service Provider.
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3.5 Enterprise Customer Agreements
For Users interested in engaging SkillSetz in an Enterprise Customer Agreement, inquiries should be sent to enterprise@skillsetz.com.
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4. PLATFORM FEES
Through every Work Order, unless otherwise agreed to by the parties, the Service Provider is responsible for providing the SkillSetz Platform Fees, which is deducted from each payment made on the platform from Service Buyer to Service Provider. As described in detail in the incorporated PUA, Service Fees are a material source of revenue and allows SkillSetz to provide its Users with services.
4.1 Service Fees
Users agree and understand that SkillSetz charges a Service Fee to the Service Provider on every Work Order payment that is equal to the value of 10% of any work order payment.
4.2 Transaction Fees
Users agree and understand that SkillSetz charges a Transaction Fee to the Service Provider on every Work Order payment that is equal to the value of 2% of any payments processed and deposited to the Service Provider’s bank account.
4.3 No Fees for Locating Project
In order to offer the most competitive rates available and improve its User’s bottom line, SkillSetz expressly does not take referrals or commissions in exchange for referrals or suggestions concerning any of its Users – either Service Provider or Service Buyer to any User.
4.4 No Mark-Ups
In order to offer the most competitive rates available and improve its User’s bottom line, SkillSetz expressly does not include any mark-ups of any of the services available on its platform.
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5. Work Order Management
This Agreement, read in conjunction with the PUA and the Work Order, controls the relationship between Users and each User’s relationship with us.
5.1 Work Order Overview
Work Orders are created from within a Project by the Service Buyer and the Service Buyer has the option to allow the Service Provider to contribute to the Business Requirements as well as the Work Order Item details.
5.2 Classification and Parameters
The Buyer is responsible for setting forth the parameters of the specs that control every Work Order, including but not limited to the rate structure, the Deliverable(s), and the site location. The Service Provider and Buyer must agree upon the specifications in order for a Work Order to become effective.
5.3 Business Requirements
The Buyer is responsible for setting forth the business requirements necessary from the Provider. The parties are free to engage and negotiate thereafter in an effort to reach an mutually acceptable Work Order.
5.4 Work Order Item Details
The Buyer is responsible for documenting the line item details for Work Orders in accordance with the PUA, and as more fully described in Section 8.1
5.5 Editing Rights
The Buyer can grant editing rights to the business requirements, work order item, and work item level details at the Buyer’s discretion.
5.6 Dual Sided Approvals
While the Buyer drives the terms of the Work Order, ultimately both the Buyer and Provider must agree on the final terms.
5.7 Changes to the Services or Deliverables
The parties may by mutual agreement, make changes to the Services or Deliverables agreed to in a specific Work Order. If such a change would result in a change to the scope, content, Deliverables or schedule related to the applicable Work Order, then the Service Buyer and Service Provider shall agree to close the existing Work Order and create a new Amended Work Order with the updated information within the same Project.
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6. TRANSACTION DOCUMENTS
All agreements, in order to be enforceable, are to be done by and through those forms approved and provided by SkillSetz. All questions, concerns, and comments about any of the forms provided by SkillSetz can be directed to support@skillsetz.com
6.1 Digital Work Orders
Users agree and acknowledge that all agreements, including but not limited to this Agreement, the PUA, and Work Orders, will be digital, and further agree and acknowledge that the use of digital agreements does not diminish or alter the substance, effect, consequence, or other obligations thereunder.
6.2 Digital Invoicing
SkillSetz offers a completely electronic and digital experience for its Users. SkillSetz certifies that no part of any invoice represents or is attributable to any payment, gift, gratuity or other thing of value given to any person, organization, entity or governmental body, other than those legitimately assigned by SkillSetz for the performance of Services as compensation for their work. SkillSetz shall keep accurate records and books of account showing all charges, disbursements, or expenses made or incurred by SkillSetz in the performance of the Services herein.
6.3 Digital Receiving
To ensure and promote the ease of use and ability for SkillSetz to keep records of all matters concerning its Users, you agree and acknowledge to generate and submit digital invoices. You also consent to receiving notices, invoices, and all information concerning or relating to your legal rights with SkillSetz and the Provider through digital and electronic means.
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7. PAYMENTS AND PAYOUTS
An essential element to the User experience and our ability to maintain, promote, and facilitate our Services is the payment and receipt of payment by/between our Users and us.
7.1 Payment Partner
SkillSetz currently assigns Stripe as the third party responsible for assisting and facilitating the online payment, verification of User location/identity, and other accounting purposes involved in the processing of payments. Users must read and agree to the terms and conditions that accompany the use of the Stripe website, and may be required to create a unique profile to use the Stripe service, along with any other required act/information as Stripe deems fit in their discretion. SkillSetz reserves the right to engage a separate third party to facilitate and assist with the payment collection and auditing, at its sole discretion and as it deems fit. Any change to the third party described in this section shall be communicated to the User in advance of the change.
7.2 Payment Terms
It remains the Users’ responsibility to agree upon all terms, including payment terms, milestones, and payment structures, as more fully described in the PUA and the Work Order. SkillSetz, its assignees, agents, and third-party contractors do not assume any obligation to enforce payment terms, assist with or initiate collection efforts, or otherwise interfere with or enforce the parties’ Work Order as mutually agreed upon.
7.3 Service Provider Payment Receipt Method
In order to use certain Site Services, Service Providers must provide account information for at least one valid Payment Method, or any other reasonable request that may be time-to-time from the designated third party. Service Provider hereby authorizes SkillSetz and its assignees take reasonable measures to validate bank account information.
7.4 U.S. Dollars Only
SkillSetz is a company established under the laws of the United States and conducts business using US denominations and currency.
7.5 No Mark-Up or Escrow
SkillSetz will not and does not hold on to any funds belonging to any of its Users. SkillSetz expressly notifies its Users that it is not an escrow and does not maintain an escrow account on behalf of its Users. The only money that SkillSetz receives is that to which it is entitled and as described in the Terms of Service.
7.6 No Return of Funds and No Chargebacks
Service Provider acknowledges and agrees that SkillSetz and its assignees and Affiliates will charge or debit Service Buyer’s designated Payment Method for the Service Provider Fees incurred as described in the applicable amount of the fee and the Fee and ACH Authorization Agreement and that once SkillSetz its assignees or its Affiliates charges or debits the Service Buyer’s designated Payment Method for the Service Provider Fees, the charge or debit is non-refundable, except as otherwise required by applicable law.
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Service Provider also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Users to resolve disputes. To the extent permitted by applicable law, Service Provider therefore agrees not to ask, demand, or request its credit card company, bank, or other Payment Method provider to charge back any Service Provider Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Service Provider initiates a chargeback in violation of this Agreement, Service Provider agrees that SkillSetz or its Affiliates, may dispute or appeal the chargeback and institute collection action against Service Provider and take such other action it deems appropriate.
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8. SERVICE PROVIDER OBLIGATIONS
Notwithstanding and in addition to the obligations, conditions, and representations that the User agrees to undertake and otherwise perform under the PUA, Work Order, and this Agreement, the Service Provider’s obligations include:
8.1 Non-Circumvention
You acknowledge and agree that a substantial portion of the compensation SkillSetz receives for making the Site available to you is collected through the Service Fee described in this Agreement and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “SkillSetz Relationship”). SkillSetz only receives the Service Fee when a Service Buyer and a Service Provider pay and receive payment through the Site. SkillSetz relies upon its Users’ commitment to conduct business in a manner that is consistent with the Terms of Service, including the PUA, and the users understand the importance of their good-faith performance of the obligations under the PUA and this Agreement. By way of illustration and not in limitation of all any other instances that may arise, you agree:
8.1.1. Not to offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
8.1.2. Not to invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
8.1.3. Not to refer to a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
8.1.4. You agree to notify SkillSetz immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Agreement or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to SkillSetz here at compliance@skillsetz.com.
8.1.5. You acknowledge and agree that a violation of any provision in this section is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee if you violate this section. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
IN WITNESS WHEREOF, the undersigned executed this agreement as of the date and time indicated below.