Terms of Engagement - Contractor
Terms of Engagement - Contractor

Terms of Engagement - Contractor

Last updated 03/11/2021

  1. Duration - The Freelancer’s Active Engagement with Obodo Pro Limited will commence on the date of Lu.ma sign up, and shall continue until terminated by either party.
  2. Notice Period - The Freelancer may terminate this agreement at any time with a minimum of 4 weeks notice. Notice must be delivered in writing to the Freelancer’s direct report at Obodo Pro Limited (Head of Design or Technical Project Manager).
  3. Service Standard. The Freelancer will perform its work under this contract with all due skill, care and ability.
  4. Intellectual Property & Work Product - All Work Product produced by the Freelancer on behalf of Obodo Pro Limited during the duration of an active engagement remains the property of Obodo Pro Limited. Upon completion and delivery of a project to the Customer, the Freelancer does not have any rights to it. Obodo Pro Limited gives the Freelancer permission to use the work product as part of the Freelancer’s portfolio and websites, in galleries, and in other media, so long as it is to showcase the Freelancer’s work and not for any other purpose. The Freelancer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. Upon completion of a project, the Freelancer must delete any duplicates and/or other versions of the Work Product from their possession (with the exception of use for the Freelancer’s professional portfolio).
  5. Personal IP - Obodo Pro Limited may use the Freelancer’s image and/or profile during an active engagement in order to promote Obodo’s services to potential Customers. Obodo Pro Limited may use any publicly available information to attract clients to your profile. Examples of these sources may include but are not limited to: LinkedIn, portfolio websites such as Dribbble and personal websites.
  6. Fees & Payments
    1. Freelancer Fees Obodo Pro Limited will charge Freelancers a Service Fee for each payment the Customer makes to the Freelancer on a Rolling Design Diary. Obodo Pro Limited may also collect taxes (such as value added tax (VAT) in Europe) on Service Fees.
    2. The Freelancer hereby authorises Obodo Pro Limited to charge and collect any fees, charges, or taxes described in this Clause 6.
    3. Obodo Pro Limited will charge the Freelancer a Service Fee of 20% based on the total Freelancer Fees collected from the Customer for the duration of the Freelancer’s relationship with the Customer (the “Engagement Relationship”).
    4. Example - Fixed-Price Contract; Repeat Service Contracts

      If a Freelancer and a Customer enter into a new Engagement Relationship together and agree to a $5,000 Fixed-Price Rolling Contract for 12 months, the Service Fee will be calculated as follows:

      Untitled

      Freelancer FeesService Fee RateService Fee
      $5,000
      20%
      $1,000 ($5,000 x 20%)
      Total Engagement Relationship Fees: $60,000
      0%
      Total Service Fees: $12,000
      Note: Examples in this Agreement are provided for illustrative purposes only and are not binding. Because of rounding, the Service Fees charged may differ slightly.

4. Obodo Pro Limited reserves the right to change the Service Fees and options offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Freelancers.

5. PO’s - Obodo Pro Limited will issue a PO to the Freelancer prior to the commencement of any project work for the month. Where a project is over two or more months, a PO will be issued for each month.

6. Invoicing - Upon receipt of a PO, the Freelancer will issue a corresponding invoice to Obodo Pro Limited quoting the PO number. The Freelancer should send this before the last working day of the month to finance@obodo.co.uk.

7. Payments - PO’s will be processed for payment on the 8th of each month for work completed in the prior month. Where the 8th of the month falls on a weekend or public holiday, payments will be processed on the closest business day prior to the 8th of the month.

8. Expenses - The Freelancer is not permitted to submit expenses to Obodo Pro Limited unless expressly agreed in writing with the Freelancer’s direct report at Obodo Pro Limited (Head of Design or Technical Project Manager). Where resources are required for completion of a project, this should be discussed with Obodo Pro Limited and/or the Customer in advance.

  1. Confidentiality
    1. Confidential Information - Confidential Information shall mean any and all technical and nontechnical information that Obodo Pro Limited provides the Freelancer, whether in graphic, electronic, written or oral form, and including but not limited to patent applications and other filings, trade secrets, and any other proprietary information, as well as any ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, algorithms, software programs, documents, and formulae related to the current, future, and proposed products and services of Company, and also any information concerning any research, experimental work, development, design details and specifications, engineering, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, or marketing plans of Company and any information Company provides regarding third parties.
    2. Non-Disclosure. The Freelancer agrees that they will hold in strict confidence and not disclose to any third party any Confidential Information. The Freelancer shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
    3. Notice of Disclosure. The Freelancer shall immediately notify Obodo Pro Limited upon discovery of any loss or unauthorized disclosure of the Confidential Information.
    4. Use of Confidential Information. All Confidential Information is provided "AS IS", without any warranty of any kind. The Freelancer recognizes and agrees that nothing contained in this Agreement shall be construed as granting it any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Freelancer shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information, nor make any filings or registrations based on the receipt or use of the Confidential Information, absent separate written approval of Obodo Pro Limited. The Freelancer agrees to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.
    5. No Reproduction. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of Obodo Pro Limited and shall contain any and all confidential or proprietary notices or legends which appear on the original.
    6. Term. The Freelancer’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding for a further five years. Upon termination or expiration of the Agreement, or upon written request of Obodo Pro Limited, the Freelancer shall promptly return to Obodo Pro Limited all documents and other tangible materials representing the Confidential Information and all copies thereof.
  2. Service Contract If a Customer and Freelancer decide to enter into an Engagement Relationship, the Service Contract is a contractual relationship directly between the Customer and Freelancer. The Customer and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. The Freelancer acknowledges, agrees, and understands that Obodo Pro Limited is not a party to any Service Contract, that the formation of a Service Contract between Customer and Freelancer will not, under any circumstance, create an employment or other service relationship between Obodo Pro Limited and any Freelancer or a partnership or joint venture between Obodo Pro Limited and any Freelancer.
    1. With respect to any Service Contract, Customers and Freelancers may enter into any written agreements that they deem appropriate (e.g. confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Obodo Pro Limited’s rights and obligations under the Terms of Service, including this Agreement.
  3. Non-Circumvention - This section discusses the Freelancer’s agreement to make and receive payments only through Obodo Pro Limited for two years from the date an Engagement Relationship is entered into with a Customer. Violation of this clause 9 is a serious breach and will result in a charge equal to $50,000 due to Obodo Pro Limited by both the Freelancer and Customer.
    1. Receiving Payments via Obodo Pro Limited The Freelancer acknowledges and agrees that a substantial portion of the compensation Obodo Pro Limited receives for making the Community available is collected through the Service Fee described in clause 9.2 and that in exchange a substantial value to Freelancers is the relationships made with Customers (the “Engagement Relationship”). Obodo Pro Limited only receives the Service Fee when a Customer and a Freelancer pay and receive payment through the platform.
    2. Therefore, for 24 months from the start of an Engagement Relationship (the “Non-Circumvention Period”), the Freelancer agrees to use Obodo Pro Limited as your exclusive method to request, make, and receive all payments for work directly or indirectly with the Customer unless the Freelancer pays a fee to take the relationship away from Obodo Pro Limited (the “Conversion Fee”).
    3. For the avoidance of doubt, if the Freelancer did not identify and were not identified by the Customer through Obodo Pro Limited, such as if the Freelancer and Customer worked together before meeting through Obodo Pro Limited, then the Non-Circumvention Period does not apply.
    4. By way of illustration and not in limitation of the foregoing, the Freelancer agrees not to:
      1. Offer or solicit or accept any offer or solicitation from parties identified throughObodo Pro Limited to contract, hire, invoice, pay, or receive payment in any manner other than through Obodo Pro Limited.
      2. Invoice or report to Obodo Pro Limited or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between all parties.
      3. Refer a Customer or other Freelancer identified through Obodo Pro Limited to a third-party who is not a associated with Obodo Pro Limited for purposes of making or receiving payments.
    5. The Freelancer agrees to notify Obodo Pro Limited immediately if a person suggests to you making or receiving payments other than through Obodo Pro Limited in violation of this Clause 9 or if the Freelancer receives unsolicited contact outside of the relationship via Obodo Pro Limited. If the Freelancer is aware of a breach or potential breach of this non-circumvention agreement, a report must be submitted to Obodo Pro Limited within 24 hours.
    6. The Freelancer acknowledges and agrees that a violation of any provision in this Clause 9 is a material breach of the Terms of Service. The Freelancer may permanently lose access to the Obodo Pro Limited platform and be charged a Conversion Fee (defined above) in the event of a breach of this Clause 9.
    7. If the Freelancer refuses to accept any new version of the Terms of Service or elect not to comply with certain conditions of working with Obodo Pro Limited, and therefore choose to cease working with the Customer via Obodo Pro Limited, the Freelancer may pay the Conversion Fee for each Customer the Freelancer wishes to continue working with on whatever terms agreed to after the Freelancer ceases using Obodo Pro Limited.
    8. Opting Out - The Freelancer may opt out of the obligations in clause 9 with respect to each Engagement Relationship only if the Customer or Freelancer pays Obodo Pro Limited a Conversion Fee of $10,000 for each Engagement Relationship.
    9. The Conversion Fee may be calculated differently for Engagement Relationships when the Customer is an Enterprise Customer if the Enterprise Customer contract with Obodo Pro Limited provides for different terms.
    10. The Freelancer understands and agrees that if Obodo Pro Limited determines, in its sole discretion, that the Freelancer has violated Clause 9, Obodo Pro Limited may to the maximum extent permitted by law:
      1. send an invoice equal to the Non-Circumvention penalty or Conversion Fee (including interest), which the Freelancer agrees to pay within 30 days;
      2. permanently revoke access to use the Obodo Pro Limited community, along with all associated platforms;
      3. and/or

    11. charge the Freelancer for all losses and costs (including any and all time of Obodo Pro Limited’s employees) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
  4. Anti-Bribery And Corruption - Both Parties agree and undertake that they shall:
    1. comply with all applicable laws, regulations and financial sanctions relating to anti-bribery, terrorism and anti-corruption, including the Bribery Act 2010 (the “Relevant Requirements”);
    2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
    3. have and maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and enforce them where appropriate;
    4. promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by the first Party in connection with the performance of the Services; and
    5. warrant that no offer, payment, consideration, or benefit of any kind, which constitutes or could be construed as an illegal or corrupt practice, has been or shall be made, either directly or indirectly, as an inducement or reward for the award or execution of this MSA.
    6. Breach of this clause 10 shall be deemed a material breach.
  5. Third Party Rights - A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this Agreement.
  6. Governing Law & Jurisdiction - This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.
    1. Any dispute, controversy, proceedings or claim between The Freelancer and Obodo Pro Limited relating to this Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.
  7. Entire Agreement - This Agreement, together with any other documents specifically referred to herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, disclosures, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
    1. Any variation of this Agreement shall only be effective if made in writing and executed by each party in the same manner as this Agreement is executed by them.