Terms and condition

• Consultant Guide: The Standard document made available to the Consultant for the purpose of defining the exclusive relationship with the Member Firm, the service framework, expectations, responsibilities, obligations and policies which constitutes a part of this agreement.
• Consultant – The individual who is or partner firm whose employees are providing the services.
• Client - The recipient of services.
• Team Leader - The consultant who is designated as the project owner and senior team member.
• Associate - The consultant who is assigned as project support staff.

The Candidate understands that by signing up for and using the Company’s services, the candidate agrees to be bound by the terms.

If the Candidate agrees to these terms on behalf of a legal entity:

• The Candidate represents and warrants having authority to bind that entity and any representative it allows to access the Company’s services or to provide services via the Company;
• Such an entity is responsible for any breach of the agreement by the Candidate or any of its representatives using the Company’s services. The entity shall be bound by the terms of this agreement.

a) Overview

The Scalable CFO is a Software as a Service, where an online portal and service delivery framework is offered for clients and independent consultants to connect, collaborate and provide Professional Services remotely or on-site. Under these Terms, the Company provides screening, introduction, administration and engagement oversight services to the Consultant with the requirement to use the portal tools.

b) Eligibility

Any user who registers an account can use the service, however to service clients, the Candidate must:

• Complete the admission process.
• Have, and hereby represent that has, a verifiable and legal means to deliver business consultations within the practicing country that falls within the permissible scope of the laws of the relevant jurisdiction.
• Comply with any licensing and registration requirements with respect the consultancy business.
• Be, and hereby represent is, a legal entity or an individual 18 years or older who can form legally binding contracts.
c) Member Admission
• Individuals

  Upon registering interest for the Company’s services, the Candidates will be screened to verify their biographic experience, a full overview of the screening process can be reviewed in the Screening Process Guide. The screening process will take reasonable measures to confirm the candidate’s suitability to fit the Consultant profile. The candidates can expect to be assessed on a multistage screening process that constitute face to face and/or skype meetings in addition to a presentation and questionnaire. Upon successful completion of the interview process, the Consultant will be admitted into the Company’s services and assigned a consultant level.

• Firm

  A firm will be represented by the individual applicant and shall be admitted into the network as a member firm if it can demonstrate that and has the capability to provide and deliver services to national and International clients in all areas of core company services of the company. All terms and conditions shall apply to the employees of the firm who will individually be designated a consultant level on the platform. The firm representative shall nominate individuals in their company that will service the clients, subject to approval by The Scalable CFO.

• Pledge

  Members are admitted to The Scalable CFO agree and pledge:

  • A high degree of commitment, dedication and loyalty to service excellence.
  • To uphold the Finance and Accounting professions.
  • To promoting inclusion.
  • To advocating transparency in engagements.
  • To transforming professional services.
• Member Consultant Levels

  Consultants are defined within three hierarchies within our platform:

  • Associate.
  • Financial Manager.
  • CFO.

  The starting placement is defined during the screening process in consideration of the experience and suitability for the degree of responsibility of each level.

  Refer to the Consultant Guide for more details on Team selection and Team responsibilities.

• Independent Contractor Status and Consultant Obligations

  It is understood and agreed that the Consultant is acting as an independent contractor. The Consultant is neither an agent nor an employee of the client or the Company.

  The Consultant shall act always as an independent contractor, and nothing in this Agreement shall be construed as creating any form of employment, agency, or partnership between the Client and the Consultant or between the Company and the Consultant.

  The Consultant during engagements shall comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided.

  The Consultant shall carry out the Services to the best knowledge and in the best interests of the Client.

  The Consultant during engagements shall carry out the Services in accordance with the Company’s Service Framework and the Client’s group policies as communicated to the Consultant from time to time.

• License Grant

  Upon activation of the Consultant’s user account, the Company grants the consultant personal, non-exclusive, non-transferable, revocable, limited license to access and use the Platform Services for internal business purposes only.

• Content property

  The Consultant represent and warrant that the consultant owns or have a valid license to all content or other materials uploaded, posted, published or displayed through the Platform Services. The Consultant hereby grant the Company and its affiliates a non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Content.

• Content hosted on the Workspace

  During the course of engagements with clients the Company will provide a virtual work and storage space for the distribution of files between the Consultant and Client. ​In instances where the virtual workspace is not provided TSCFO requires you to maintain up to date verifiable communication between client and the consultant.​ ​ The Company cannot be held accountable for files that are shared between the Consultant and Client outside of this domain, hence we recommend keeping all versions of working files up to date with most recent content.

• Appropriate use

  The designated virtual workspace is a means to maintain official communication notification between Consultants, team members and Clients. The purpose is to maintain important working files and milestones to be clearly communicated between members of the engagement.

Consultants and Clients are not permitted to the following:

• Any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
• Any material or content that infringes, misappropriates or violates any third-party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
• Any falsehoods or misrepresentations that could damage us, our users or any third party;
• Any private information concerning another person, without their permission;
• Anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;
• Anything which solicits a user’s password or other account information;
• Anything which harvests user names, addresses, or email addresses for any purpose;
• Any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.
• Communication disclaimer

  The Company is not legally responsible for any remarks, information or other content posted or made available on the engagement shared workspace by team leaders or consultants or third party, even if such information or content is defamatory or otherwise legally actionable. We are not legally responsible for any negative outcome of the relationship between the engagement team and Clients. The Company is not responsible for and does not monitor or censor content for accuracy or reliability.

• Use of appropriate tools and resources – Intellectual property

  It is understood that for a Consultant to effectively complete engagements in a timely manner, support tools are required to calculate and communicate tasks. The Company will provide Consultants with calculation and communication material that we feel is necessary for engagements. Consultants are not authorised to distribute tools and communication material provided by the Company to unauthorised individuals who are not part of the Client stakeholders, or agents of stakeholders, outlined in the Project Consultation Agreement. Breaches of distribution of the Company’s Resources and Tools will result in legal action and dismissal from the Service in addition may or may not result in monetary compensation for damages.

  Consultants may, if desired, use their own intellectual property to address the engagements requirements subject to meeting Quality Review for Work Files minimum requirement.

  The Consultant acknowledges that all Intellectual Property Rights created by the Consultant whether wholly or partially during the engagement with the Company and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Consultant shall assign them to the Company.

  The Company will facilitate communications and calculation tools and templates to support Consultants for the initial initiation and execution of the engagement and may provide guides and best practise checklists to assist in the delivery of services. Any such tools and resources provided is the Pre-existing Intellectual Property and remains property of the Company, including, but not limited to ideas, inventions, improvements, discoveries, software design, software coding, charts, drawings, specifications, notebooks, tracings, draft or final reports, findings, recommendations, data and memoranda.

  Works published or delivered during the term of the service agreement will remain copyright of the Company, unless explicitly agreed in writing. The Company retains all rights to work undertaken under the term of the agreement, unless explicitly agreed in writing. No client content or work shall be so published without written permission.

  The Company will not provide any hardware such as laptops, tablets or mobile phones. Member Consultants are expected to bring their own devices ready for engagements installed with working tools such office tools, project management applications and if required ERP software.

• Prohibited from the Workspace Content

  You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law into the Workspace. The Company reserves the right to investigate and take appropriate legal action against any Contractors who are found in violation.

a) Initial Deposit

Clients are expected to make an advanced deposit of $500 or as indicated in the Proposal to initiate meetings with the consultants. This deposit will be credited against the first invoice for the Services rendered.

b) Consulting Service Fee

For the avoidance of doubt, the Service Fee provided in the approved proposal is the amount payable by the Client for the Services rendered by the Consultant and/or the Individuals for the agreed planned duration and billing as indicated in the Proposal and/or Scope of Work. In case the Scope of Work differs from the Proposal, or stipulates a change in the billing frequency then the Scope of Work takes precedence.

The Consultant agrees that the Company can bill the client for service fees due on behalf of the Consultant.The Client's obligations to make a payment for Services under this agreement shall be subject to the Company having delivered a prior presented a bill to the Client on behalf of the Consultant stipulating the Service Fee and separate taxes applicable.

If the Client fails to make any payment due to the Consultant under this agreement within 5 days of the due date, The Company may suspend all Services or withhold work until payment has been made in full.

The Company will not charge any further fees, including but not limited to any success fees, introduction fees or brokerage fees of any kind, whether prior or after the Termination hereof for whatever reason and any services fees that shall be due by the Client to the Consultant, except if agreed in writing.

c) Permanent Employment Fee

In the event that a Client offers a Consultant permanent employment resulting from the service of the Consultant which was established through the relationship with the Company, the fee due to the Company is 20 percent (%) of the gross annual income to the Consultant and is payable by the Client. This does not include equity, medical and life insurance, performance related commissions or performance related bonuses.

d) Expenses

The Company will not mediate any out of pocket expenses settled between Client and Member Consultants.

a) Consultant Service Charge

The Company charges the consultant for operating and providing The Company's services, on pro-rata basis over the duration of the underlying services. The charges are a percentage of the Service Fee billed to clients, excluding any taxes, charged to the Client arising from the Contract Agreement for the execution of services between the Client and Consultants. The Service charges will be withheld from the Service Fees in accordance with the underlying Service Agreement.

The Company may from time to time adjust the Percentage charged for using the Services. Any revisions and amendments to the pricing scheme will be communicated in prior hand with Consultants.

The Company will send a monthly earning summary showing the dues to the Consultant as Service Fee billed in the month less any service charges due to the Company that have been billed to the Consultant for the preceding month. The Company will provide guidance to the minimum amount of Service fees that can be charged per engagement activity though the Fee tool.

b) Disbursements

The Company functions as the payment facilitator for amounts Clients pay for your Services where the Company will automatically disburse funds to you in accordance with the payment terms under the applicable Service Contract.

The Company disburses funds that are payable to Consultants for the Engagement within 30 days after the last day of the month in which the fees are collected from the Client.

The Company will make reasonable attempts to collect fees within the same month that they are due and payable, however cannot be held responsible in the event that there is a delay or non-payment of the payment from the client. In the event that there is a delay the Company will investigate the reason and take necessary action.

Payments will be collected by the Company, collections where the agreed dues will be remitted to the Consultants accounts via the predetermined payment method requested by the Consultant.

c) Payments Withheld

If we determine in our sole discretion that you have violated the conditions and restrictions of the Company's Terms of Service, the Company may withhold the disbursement of the Consultant Fees. Additionally, the Company may also withhold the disbursement of the Consultant Fees if:

• we require additional information, such as Consultant’s licensing verification, government-issued identification, address, or date of birth;
• Consultants have not completed the engagement closing reviews prior to cut off time.
• we have reason to believe the Consultant Fees may be subject to dispute or chargeback or we suspect fraud;
• we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service;
• we deem it necessary in connection with any investigation; or
• required by applicable law.

d) Tax Reporting

The Company will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Consultant Fees and you will be solely responsible for determining whether you are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts the Company remits to the Consultant for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate authorities.

For a period of twelve (12) months from the later of (i) the time you identify a Client or are identified as a Client through the Platform or (ii) the time you complete your last Project with a Client (“Exclusivity Period”), you will use the Platform as your exclusive method to receive Services and receive all payments for Services, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity. Furthermore, during the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of The Scalable CFO Platform Services, or otherwise circumvent the Company’s role as payment processor or The Scalable CFO Platform Services payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through The Scalable CFO Platform Services except via The Scalable CFO Platform Services; (b) contact a Client outside of The Company’s Services in order to secure a Project that the Client has posted on The Scalable CFO Platform Services; or (c) invoice or report on The Scalable CFO Platform Services an invoice amount lower than that actually agreed between you and a Client through The Scalable CFO Platform Services. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms. THE CONSULTANT WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT SUGGESTS MAKING PAYMENTS OUTSIDE OF THE SCALABLE CFO PLATFORM SERVICES WITHIN THE EXCLUSIVITY PERIOD.

If the Client wishes to employ a Consultant within a period of one year from the date of termination of the Contract, a fee will apply in accordance with the Fee Terms and Conditions.

If the Client rejects a Consultant that is proposed as a candidate for their requirements, the Client is not allowed within one year after the date of introduction, to engage in a work or consultancy relationship with the Consultant.

In the event of violation of this clause, the Client shall pay a direct payable fine of AED 50,000. This does not affect the Company's right to claim full compensation.

The Consultant represents that they are free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Consultant and any third party. The Consultants, represents and warrants that the Consultant is not a party to any written or oral agreement or understanding, or bound by or otherwise subject to any rules of conduct applicable to the Consultant’s profession or industry or any similar laws, rules or regulations, that would restrict or prevent the Consultant from performing Services for the assigned Client with respect to a Service Contract or with respect to a Project for which the Consultant has accepted.

The Consultant will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right.

For purposes of these Terms, Work Product means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by the Consultant for the Client during the provision of the services.

For a detailed view of our privacy terms and conditions refer to our privacy policy.

The Company acknowledges that during the engagement Consultants will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client’s business and product processes, methods, customer lists, accounts and procedures. The Company and Consultant agree that they will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by the Company and / or Member Consultant otherwise coming into his possession, shall remain the exclusive property of the Client. The Company and / or Member Consultant shall not retain any copies of the foregoing without the Client’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, The Company and / or Member Consultant shall immediately deliver to the Client all such files, records, documents, specifications, information, and other items in his possession or under his control.

For a detailed view of the company’s terms refer to our code of conduct.

With prior consent of wording from the Client, The Company may identify the Client as a recipient of services in sales presentations, marketing materials and press releases, and to develop a brief customer profile for use by The Company or to use on thescalablecfo.com for promotional purposes. The Member Consultant may not identify the client as a recipient of services, unless with written permission form The Company.

Subject to the obligation to complete services for which the Consultant is engaged, the Consultant has the right to cancel the account at any time upon 30 days’ notice to The Company.

The Consultant may leave or decide to end his/her engagement to the Client by providing 90 days’ written notice the Company and the Client. Under these circumstances, compensation for services up to the Consultant’s leaving date will not be refunded to The Client. During the notice period, the Company will take reasonable steps to ensure a smooth transfer of work in the event that the assigned Consultant leaves. If a payment has been made on a Service or a Service is active, the assigned Consultant may terminate only with written consent from the Client.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE COMPANY PLATFORM SERVICES WILL NOT EXCEED $1,000 (ONE THOUSAND DOLLARS). THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Consultants negligent performance of professional services under this Agreement and that of its sub-consultants or anyone for whom the Consultant is legally liable.

The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and sub-consultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable.

This Membership Agreement, and any non-contractual obligations and liabilities arising out of or in connection with it, shall be governed by and construed under the laws of ADGM. The parties (a) hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the ADGM courts for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the ADGM courts and (c) hereby waive, and agree not to assert, by way of motion, as a defence, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.