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Consultant Membership Agreement

Last Update: 23 August 2018

This Consultant Membership Agreement (the “Agreement”) is made between

The Scalable CFO FZE, a company duly registered under the laws of United Arab Emirates having its registered office at SM- Office Block E1 4111D, Ajman Free zone, UAE and postal address at PO Box 446965, Dubai, UAE (“The Scalable CFO” or “TSC” or “Company” or “We” or “Us”).

 

AND

 

A candidate or user (either in individual capacity as an independent consultant or/and as a duly authorised representative of a firm) who upon successful completion of the screening process is deemed as a Consultant by the Company, is admitted into the Company network and wishes to provide services to the clients (the “Member Consultant” or “Consultant” or “You”).

 

This Agreement (“Agreement”) is dated as at the submission time by the Candidate of the electronic acceptance form situated on the sign up page of the website at www.thescalablecfo.com belonging to THE SCALABLE CFO FZE (the “Company”) or at the date of signing this agreement.

 

1.   Acceptance of the terms:

The Candidate accepts all the terms and conditions in the AGREEMENT AND Consultant Guide in order to use the website located at The Scalable CFO portal website and ANY related software and services (collectively, the “THE SCALABLE CFO Services” or “COMPANY’s SERVICES”). The Company may revise the Agreement at any time.  If any such revision results in a material change to the terms of Agreement, as determined by the Company in its sole discretion, the Company will notify the Candidate by posting on or by sending the Candidate an email at the address the Consultant has registered with the Company. Continued use of the Services after the effective date of notification constitutes

the Consultant’s acceptance of the revised Terms.

2.   Definitions and Interpretations:

a)        Agreement: This membership agreement between the consultant (either in individual capacity as an independent consultant or/and as a duly authorised representative of a firm).

b)       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.

c)        Consultant - The individual or partner firm whose employees are providing the services.

d)       Client - The recipient of services.

e)       Team Leader - The consultant who is designated as the project owner and senior team member.

f)         Associate - The consultant who is assigned as project support staff.

g)       Services – Any deliverables under service or project agreement or service contract must contain the required terms as further described in Section 8 -22 below.

 

3.   Representation and Warranties:

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:

a.        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;

b.       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

 

4.   The Scalable CFO Service:

a)     Overview

The Scalable CFO portal is a Software as a Service multitenant platform where a view is offered for clients and independent Finance professional to connect and collaborate by offering their services for required projects locally or remotely. Under these Terms, the Company provides services to the partner in the capacity as a Contractor, including operating and providing The Company’s Services, curating Clients and Projects, Administrative and functioning as the payment facilitator for the Consultant and Clients. Clients will have their Consultant selected for their project based on client requirements and consultant availability that meets the demands of each party. The Company will facilitate the communication, interaction and support during the selection process and will act as ultimate mediation authority during the period of the engagement between Client and Consultant.

The Scalable CFO network consists of consultants which are separate legal entities or individual independent consultants. The consultants that make up the network are committed to working together to provide quality service offerings for clients. Consultants in The Scalable CFO network are considered members in The Scalable CFO. The Scalable CFO implement policies and initiatives to achieve a common and coordinated approach among individual consultants where appropriate. Member consultants can draw on the resources and methodologies of The Scalable CFO network. In return, member consultants are bound to abide by certain common policies and to maintain the standards of The Scalable CFO as put forward by The Scalable CFO.

The Scalable CFO network is not one legal partnership and The Scalable CFO member consultants are not otherwise legal partners with each other. A member consultant cannot act as an agent of The Scalable CFO or any other member consultant. Member consultants cannot obligate The Scalable CFO or any other member consultant within The Scalable CFO network, and is liable only for his own acts or omissions and not those of The Scalable CFO or any other member firm. Similarly, The Scalable CFO cannot act as an agent of any member firm, cannot obligate any member firm, and is liable only for its own acts or omissions.

b)    Eligibility

To use the Services, the Candidate must register for an Account. The Company offers the Services for business purposes only.

To use the services, the Candidate must 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 ministry of labour in the United Arab Emirates.

The Candidate represents that the Candidate complies with any licensing and registration requirements with respect the consultancy business.

To register for the services, the Candidate must be, and hereby represent is, a legal entity or an individual 18 years or older who can form legally binding contracts.  By registering for an Account, by using the Services after the Effective Date if the consultant had an account on the Effective Date, or by accepting the Terms of Service in this agreement or when prompted you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the service and the purchase or delivery of Consultant Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. The Company reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the services upon discovery that any information you provided on any form or is not true, accurate, or complete.

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.

 

Firms

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:

               i.      A high degree of commitment, dedication and loyalty to service excellence.

              ii.      To uphold the Finance and Accounting professions.

            iii.      To promoting inclusion.

            iv.      To advocating transparency in engagements.

             v.      To transforming professional services.

 

d)    Member Consultant levels

Consultants are defined within three hierarchies within our platform:

1)       Associate.

2)       Financial Manager.

3)       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.

e)    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.


 

 

5.   License and Restrictions

a)     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.

b)    Restrictions

The Consultant agrees not use the Company’s service in any manner that is deemed illegal or unlawful within the context of United Arab Emirates laws and regulations. Further:

         i.            The Consultant will not use the services for any fraudulent purposes.

        ii.            The Consultant will not mine data from the service users.

      iii.            The Consultant will not distribute 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;

      iv.            The Consultant will not solicit any advertising materials to users. 

       v.            The Consultant will not copy, reproduce the services platform in any way not limited to reverse engineering the platform code in any shape or form.

      vi.            The Consultant will not permit third party usage of the services other than the assigned user.

For a detailed view refer to the Code of conduct.

 

6.   Background checks

The Company is not required to and does not verify any information given by Consultants, nor does the Company perform background checks on Consultants other than those required of the Consultants’ onboarding. We may provide information such as Consultants CV. However, such information is based solely on data that Contractor submits.

 

7.   Content and Use

a)     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.

b)    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.


 

c)     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:

         i.            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;

        ii.            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;

      iii.            any falsehoods or misrepresentations that could damage us, our users or any third party;

      iv.            any private information concerning another person, without their permission;

       v.            anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;

      vi.            anything which solicits a user’s password or other account information;

    vii.            anything which harvests user names, addresses, or email addresses for any purpose; and

   viii.            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.

d)    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.

e)    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.

f)     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.

8.   Consultant Fees and Payments

a)     Consultant Fee Billing and Consent

The Company charges a fee to the consultant for operating and providing The Company's services, on a time basis over the duration of the underlying Service Agreement starting from Commencement date.  The fee is a percentage of the Service Fee, excluding any taxes, charged to the Client arising from the Contract Agreement for the execution of services between the Client and Consultants. The Company fees 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 Consultant understands that this will be considered a service charge for facilitation services provided by the Company.

The Company will send a monthly earning summary showing the dues to the Consultant as Service Fee in the month less any fees. The Consultant shall bill the dues monthly to The Company.

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:

                  i.         we require additional information, such as Consultant’s licensing verification, government-issued identification, address, or date of birth;

                 ii.         Consultants have not completed the engagement closing reviews prior to cut off time.

               iii.         we have reason to believe the Consultant Fees may be subject to dispute or chargeback;

               iv.         we suspect fraud;

                v.         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;

               vi.         we deem it necessary in connection with any investigation; or

             vii.         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.

 

9.   Client Service Fees and Payments

a)     Service Fee Billing & Consent

 

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 of the contract and will be incurred and billed effectively on a monthly basis over the duration of the contract.

Clients will remit payments for agreed upon engagements according to the stipulated payment terms of the Service Agreement.

Client's obligations to make a payment for Services under this agreement shall be subject to The Company having delivered a prior presented invoice to the Client stipulating the Service Fee and separate taxes applicable.

If the Client fails to make any payment due to The Company under this agreement with 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 shall be due by the Client to the Consultant Company and the Individuals, except if agreed in writing.

b)    Initial Deposit

Clients are expected to make an advanced deposit for Service Fees of at least 50% of the first month projected payment invoice. This deposit will be credited against the last invoice for the Services and settled to consultants net of Fees on closing of the engagement.

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 is 20 percent (%) of the applicant's gross annual income to the Consultant for the permanent role and is payable by the Client.

d)    Expenses

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

10.        No Conflict; Non-Hire Provision

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 term of the Service Contract.

For a period of 60 months following any termination of the Service Agreement, the Client shall not, directly or indirectly, hire, solicit, or encourage the consultant, any employee or contractor of the Consultant’s employment to leave the Consultant without the Consultant’s written consent. The Client shall not hire any such Consultant, any employee or contractor of the Consultant’s employment who has left the Consultant’s employment or contractual engagement within one year of such employment or engagement without the Consultant’s written consent.

The Consultant shall ensure that they only give consent when they are in a position to do so and must not bring all or any parties to this Agreement into conflict.

For a period of one year following any termination, the Consultant or the Client shall not, directly or indirectly, hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or consultant of the Company or hire any such employee, consultant, or consultant of the Company who has left the Company’s employment or contractual engagement within one year of such employment or engagement without the Company’s written consent in each instance.

11.        Continuation and Conclusion of the Service Engagement

Either party may terminate the Service Agreement at any time by 30 days’ notice to either party. Compensation for services up to termination date will not be refunded or billed during the notice period, the Company will facilitate finding a replacement who will conduct a handover and will take reasonable steps to complete the contractual obligation within the contractual period.

If, upon termination of the Contract for the execution of services, an additional request for the provision of services, oral and / or written, is provided by the Client to the Consultant or additional work is provided to the Client by the Consultant, above which the terminated Service engagement initially was agreed upon, the additional services are deemed to be part of the contract.

The Consultant is obliged to inform the Company of further assignments after termination of the Contract for the execution of services and amend the scope accordingly.

The nature of the Company’s services, which is facilitation through our platform means that there is a long-term, often part-time, service provided by a Consultant to the Client. All forms of service provided by a Consultant to the Client after the date of the Contract for the execution of services is assumed to be part of the Service Agreement.

12. Exclusivity and Recruitment

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.   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.

13.        Privacy Policy

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

14.        Confidentiality

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.

15.        Use of Third Party Services

The Company may, with prior written consent of the Client and / or Consultant, use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services. The Company undertakes to ensure that such third party is informed and complies with all confidentiality and compliance provisions provided for in this agreement.

16.        Code of Conduct

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

17.        Representation and Warranty

The Consultant warrants and represents to the Company and to clients that they are lawfully entitled to enter into this Agreement, that they have full authority to do so, and that they hold all necessary permissions, licenses, consents, rights and authorisations which might be necessary for them to be able to enter into and to perform this Agreement. The Consultant and the Client further represent and warrant to each other and to the Company that their entering into this Agreement and the performance of their respective obligations hereunder is not unlawful or otherwise in breach of any legal obligation that is binding upon them.

The Consultant and the Client warrant and represent to each other and to the Company that the information provided in the Agreement in relation to their names, descriptions and contact details is true and correct.

In the event of any breach of any representation or warranty by the Consultant or the Client, any party to this Agreement that has suffered loss or damage as a result of any such breach may pursue a claim against the person in breach.

18.        Limitation of Liability

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.

19.        Indemnification

The Consultant indemnifies, defends and hold harmless the Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the Consultant or a third party or other User against an Indemnified Party relating to: (a) use of the Services by the Consultant or consultant’s agents, including any payment obligations incurred through use of the Services; (b) any Service Contract entered into by the Consultant or Consultant’s agents, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of the Company 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, or any other employee benefits; (c) failure to comply with the Terms of Service by the Consultant or consultant’s agents; (d) failure to comply with applicable law by the Consultant or consultant’s agents; (e) negligence, wilful misconduct, or fraud by the Consultant or consultant’s 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.

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.

20.        Termination

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 Client and the Company may terminate the Service Agreement at any time by 30 days’ written notice to either party. Compensation for services up to termination date will not be refunded. During the notice period, the Company and the Consultant will take reasonable steps to ensure a smooth transfer of work in the event that the Consultant terminates. If a payment has been made on a project or a project is active, the Consultant may terminate only with written agreement from the Client.

The Service Agreement shall not be terminated by the merger or consolidation of the parties into or with any other entity.

 

21.        Marketing Consent

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.

22.        Governing Law/ Dispute resolution

This Agreement shall be construed, enforced, governed, and controlled under the laws of the United Arab Emirates.

If any dispute arises among the parties hereto with respect to this Agreement, the interpretation or enforcement hereof, or any other matter related to this Agreement or the transaction contemplated hereby, the parties agree that, prior to seeking resolution of such dispute through binding arbitration, they will seek to resolve such dispute pursuant to a non-binding mediation proceeding held in Dubai, UAE. The mediator shall be jointly selected by the parties hereto. In the event of a dispute between the Client and the Consultant, TSCFO shall volunteer to act as mediator of the dispute.

If mediation fails and binding arbitration is initiated with respect to this Agreement, either party may deliver written notice to the other of its intention to arbitrate the matter related to this Agreement and the arbitration proceeding shall be held in Dubai International Financial Centre, UAE, in accordance with the DIFC-LCIA Rules of Arbitration, in English, by a single arbitrator appointed in accordance with said Rules. The prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in connection therewith, in addition to any other relief granted. The decision of the arbitration panel shall be final and not subject to appeal.

 

 


 

Client Membership Agreement

Last Update: 23 August 2018

 

This Client Membership Agreement (the “Agreement”) is made between

The Scalable CFO FZE, a company duly registered under the laws of United Arab Emirates having its registered office at SM- Office Block E1 4111D, Ajman Free zone, UAE and postal address at PO Box 446965, Dubai, UAE (“The Scalable CFO” or “TSC” or “Company” or “We” or “Us”).

 

AND

 

A Client (either in individual capacity as an individual user or/and as a duly authorised representative of a firm) who is deemed as a Client by the Company, and wishes to receive services from the Consultant (the Client” or “You”).

 

This Agreement (“Agreement”) is dated as at the submission time by the Client of the electronic acceptance form situated on the sign up page of the website at www.thescalablecfo.com belonging to THE SCALABLE CFO FZE (the “Company”) or at the date of signing this agreement.

1.   Acceptance of the terms:

The Client accepts all the terms and conditions in the AGREEMENT in order to use the website located at The Scalable CFO portal website and ANY related software and services (collectively, the “THE SCAlABLE CFO Services” or “COMPANY’s SERVICES”). The Company may revise the Agreement at any time.  If any such revision results in a material change to the terms of Agreement, as determined by the Company in its sole discretion, the Company will notify the client by posting on or by sending the client an email at the address the client has registered with the Company. Continued use of the Services after the effective date of notification constitutes the client’s acceptance of the revised Terms.

2.  Definitions and Interpretations:

a.     Agreement: This membership agreement between the client (either in individual capacity as an independent consultant or/and as a duly authorised representative of a firm).

b.       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.

c.        Consultant - The individual or partner firm whose employees are providing the services.

d.       Client - The recipient of services.

e.       Team Leader - The consultant who is designated as the project owner and senior team member.

f.         Associate - The consultant who is assigned as project support staff.

g.       Services – Any deliverables under service or project agreement or service contract must contain the required terms as further described in Section 8 – 22 below.

 

3.   Representation and Warranties:

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

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

a.        The Client 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;

b.       Such an entity is responsible for any breach of the agreement by the Client or any of its representatives using the Company’s services. The entity shall be bound by the terms of this agreement.

4.   The Scalable CFO Service:

a. Overview

The Scalable CFO portal is a Software as a Service multitenant platform where a view is offered for clients and independent Finance professional to connect and collaborate by offering their services remotely. Under these Terms, the Company provides services to the Consultant in the capacity as a Contractor, including operating and providing the Company’s Platform Services, curating Clients and Projects, Administrative and functioning as the payment facilitator for the Consultant and Clients. Clients will have their optimal consultant selected for their project based on client requirements and optimal consultant availability that meets the demands of each party. the Company will facilitate the communication, interaction and support during the selection process and will act as ultimate mediation authority during the period of the engagement between Client and Consultant.

The Scalable CFO network consists of consultants which are separate legal entities or individual independent consultants. The consultants that make up the network are committed to working together to provide quality service offerings for clients. Consultants in The Scalable CFO network are considered members in The Scalable CFO. The Scalable CFO implement policies and initiatives to achieve a common and coordinated approach among individual consultants where appropriate. Member consultants can draw on the resources and methodologies of The Scalable CFO network. In return, member consultants are bound to abide by certain common policies and to maintain the standards of The Scalable CFO as put forward by The Scalable CFO.

The Scalable CFO network is not one legal partnership and The Scalable CFO member consultants are not otherwise legal partners with each other. A member consultant cannot act as an agent of The Scalable CFO or any other member consultant. Member consultants cannot obligate The Scalable CFO or any other member consultant within The Scalable CFO  network, and is liable only for his own acts or omissions and not those of The Scalable CFO or any other member firm. Similarly, The Scalable CFO cannot act as an agent of any member firm, cannot obligate any member firm, and is liable only for its own acts or omissions.

 

b.    Eligibility

To use the Services, the Clients must register for an Account. The Company offers the Services for business purposes only.

To use the services, the Client must 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 ministry of labour in the United Arab Emirates.

In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a representative authorized to act on your entity’s behalf.

By registering for an Account, by using the Services after the Effective Date if the client had an account on the Effective Date, or by accepting the Terms of Service in this agreement or when prompted you agree to: not (a) a citizen of or doing business in a country where the use of or participation in The Company Platform Services is prohibited by law, decree, regulation, treaty or administrative act; (b) abide by this Agreement and the other Terms of Service; (c) be financially responsible for your use of the service and the purchase or delivery of Consultant Services; and (d) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. In addition, you confirm that you are not prohibited or limited in any way from participating as a Client on The Company’s Platform Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way. Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as a Client on The Company’s Platform Services. The Company reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the services upon discovery that any information you provided on any form or is not true, accurate, or complete.

c.     Member Consultant 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.

Firms

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 service agree and pledge:

              i.            A high degree of commitment, dedication and loyalty to service excellence.

            ii.            To uphold the Finance and Accounting professions.

           iii.            To promoting inclusion.

          iv.            To advocating transparency in engagements.

            v.            To transforming professional services.

 

d.    Member Consultant Levels

Consultants are defined within three hierarchies of seniority within our platform:

1)       Associate.

2)       Financial Manager.

3)       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.

e)     Independent Contractor Status

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.

5.   License and Restrictions

a)     License Grant

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

b)    Restrictions

The Client agrees not use the Company’s service in any manner that is deemed illegal or unlawful within the context of United Arab Emirates laws and regulations. Further:

              i.            The Client will not use the services for any fraudulent purposes.

            ii.            The Client will not mine data from the service users.

           iii.            The Client will not distribute 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;

          iv.            The Client will not solicit any advertising materials to users. 

            v.            The Client will not copy, reproduce the services platform in any way not limited to reverse engineering the platform code in any shape or form.

          vi.            The Client will not permit third party usage of the services other than the assigned user.

 

For a detailed view refer to the Code of conduct.

 

6.   Background checks

The Company is not required to and does not verify any information given by Consultants, nor does the Company perform background checks on Consultants other than those required of the Consultants’ onboarding. We may provide information such as Consultants CV. However, such information is based solely on data that Contractor submits.

 

7.   Content and Use

a)     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. 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.

 

b)    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:

              i.            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;

            ii.            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;

           iii.            any falsehoods or misrepresentations that could damage us, our users or any third party;

          iv.            any private information concerning another person, without their permission;

            v.            anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;

          vi.            anything which solicits a user’s password or other account information;

         vii.            anything which harvests user names, addresses, or email addresses for any purpose; and

       viii.            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.

c)     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.

d)    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 Service 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.

e)    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.

 

8.   Consultant Fees and Payments

a)     Consultant Fee Billing and Consent

The Company charges a fee to the consultant for operating and providing The Company's services, on a time basis over the duration of the underlying Service Agreement starting from Commencement date.  The fee is a percentage of the Service Fee, excluding any taxes, charged to the Client arising from the Contract Agreement for the execution of services between the Client and Consultants. The Company fees 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 Consultant understands that this will be considered a service charge for facilitation services provided by the Company.

The Consultant will send a monthly earning summary showing the dues to the Consultant as Service Fee in the month less any fees. The Consultant shall bill the dues monthly to The Company.

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:

                  i.         we require additional information, such as Consultant’s licensing verification, government-issued identification, address, or date of birth;

                 ii.         Consultants have not completed the engagement closing reviews prior to cut off time.

               iii.         we have reason to believe the Consultant Fees may be subject to dispute or chargeback;

               iv.         we suspect fraud;

                v.         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;

               vi.         we deem it necessary in connection with any investigation; or

             vii.         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.

 

9.   Client Service Fees and Payments

a)     Service Fee Billing & Consent  

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 of the contract and will be incurred and billed effectively on a monthly basis over the duration of the contract.

Clients will remit payments for agreed upon engagements according to the stipulated payment terms of the Service Agreement.

Client's obligations to make a payment for Services under this agreement shall be subject to The Company having delivered a prior presented invoice to the Client stipulating the Service Fee and separate taxes applicable.

If the Client fails to make any payment due to The Company under this agreement with 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 shall be due by the Client to the Consultant Company and the Individuals, except if agreed in writing.

b)    Initial Deposit

Clients are expected to make an advanced deposit for Service Fees of at least 50% of the first month projected payment invoice. This deposit will be credited against the last invoice for the Services and settled to consultants net of Fees on closing of the engagement.

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 is 20 percent (%) of the applicant's gross annual income to the Consultant for the permanent role and is payable by the Client.

d)    Expenses

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

10.    No Conflict; Non-Hire Provision

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 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 term of the Service Contract.

For a period of 60 months following any termination of the Service Agreement, the Client shall not, directly or indirectly, hire, solicit, or encourage the consultant, any employee or contractor of the Consultant’s employment to leave the Consultant without the Consultant’s written consent. The Client shall not hire any such Consultant, any employee or contractor of the Consultant’s employment who has left the Consultant’s employment or contractual engagement within one year of such employment or engagement without the Consultant’s written consent.

The Consultant shall ensure that they only give consent when they are in a position to do so and must not bring all or any parties to this Agreement into conflict.

For a period of one year following any termination, the Consultant or the Client shall not, directly or indirectly, hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or consultant of the Company or hire any such employee, consultant, or consultant of the Company who has left the Company’s employment or contractual engagement within one year of such employment or engagement without the Company’s written consent in each instance.

 

11.   Continuation and Conclusion of the Service Engagement

Either party may terminate the Service Agreement at any time by 30 days’ notice to either party. Compensation for services up to termination date will not be refunded or billed during the notice period, the Company will facilitate finding a replacement who will conduct a handover and will take reasonable steps to complete the contractual obligation within the contractual period.

 

If, upon termination of the Contract for the execution of services, an additional request for the provision of services, oral and / or written, is provided by the Client to the Consultant or additional work is provided to the Client by the Consultant, above which the terminated Service engagement initially was agreed upon, the additional services are deemed to be part of the contract.

 

The Consultant is obliged to inform the Company of further assignments after termination of the Contract for the execution of services and amend the scope accordingly.

 

The nature of the Company’s services, which is facilitation through our platform means that there is a long-term, often part-time, service provided by a Consultant to the Client. All forms of service provided by a Consultant to the client after the date of the Contract for the execution of services is assumed to be part of the Service Agreement.

 

12. Exclusivity and Recruitment

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.

 

13. Privacy Policy

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

14. Confidentiality

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.

 

15. Use of Third Party Services

The Company may, with prior written consent of the Client and / or Consultant, use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services. The Company undertakes to ensure that such third party is informed and complies with all confidentiality and compliance provisions provided for in this agreement.

 

16. Code of Conduct

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

17. Representation and Warranty

The Consultant warrants and represents to the Company and to clients that they are lawfully entitled to enter into this Agreement, that they have full authority to do so, and that they hold all necessary permissions, licenses, consents, rights and authorisations which might be necessary for them to be able to enter into and to perform this Agreement. The Consultant and the Client further represent and warrant to each other and to the Company that their entering into this Agreement and the performance of their respective obligations hereunder is not unlawful or otherwise in breach of any legal obligation that is binding upon them.

The Consultant and the Client warrant and represent to each other and to the Company that the information provided in the Agreement in relation to their names, descriptions and contact details is true and correct.

In the event of any breach of any representation or warranty by the Consultant or the Client, any party to this Agreement that has suffered loss or damage as a result of any such breach may pursue a claim against the person in breach.

18. Limitation of Liability

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.

 

19. Indemnification

The Consultant and Client indemnify, defend and hold harmless the Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the Consultant or a third party or other User against an Indemnified Party relating to: (a) use of the Services by the Consultant or consultant’s agents, including any payment obligations incurred through use of the Services; (b) any Service Contract entered into by the Consultant or Consultant’s agents, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of the Company 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, or any other employee benefits; (c) failure to comply with the Terms of Service by the Consultant or consultant’s agents; (d) failure to comply with applicable law by the Consultant or consultant’s agents; (e) negligence, wilful misconduct, or fraud by the Consultant or consultant’s 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.

 

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.

 

20. Termination

Subject to the obligation to make payments for Services for which the Client is engaged, the Client has the right to cancel the account at any time upon 30 days’ notice to The Company.

 

The Client and the Company may terminate the Service Agreement at any time by 30 days’ written notice to either party. Compensation for services up to termination date will not be refunded. During the notice period, the Company and the Consultant will take reasonable steps to ensure a smooth transfer of work in the event that the Consultant terminates. If a payment has been made on a project or a project is active, the Consultant may terminate only with written agreement from the Client.

 

The Service Agreement shall not be terminated by the merger or consolidation of the parties into or with any other entity.

 

 

21. Marketing Consent

With prior consent of wording from the Client and Consultant, The Company may identify the Client and Consultant as recipients 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 Consultant may not identify the client as a recipient of services, unless with written permission form The Company.

 

 

22. Governing Law/ Dispute resolution

The Agreement shall be construed, enforced, governed, and controlled under the laws of the United Arab Emirates.

If any dispute arises among the parties hereto with respect to this Agreement, the interpretation or enforcement hereof, or any other matter related to this Agreement or the transaction contemplated hereby, the parties agree that, prior to seeking resolution of such dispute through binding arbitration, they will seek to resolve such dispute pursuant to a non-binding mediation proceeding held in Dubai, UAE. The mediator shall be jointly selected by the parties hereto. In the event of a dispute between the Client and the Consultant, TSCFO shall volunteer to act as mediator of the dispute.

If mediation fails and binding arbitration is initiated with respect to this Agreement, either party may deliver written notice to the other of its intention to arbitrate the matter related to this Agreement and the arbitration proceeding shall be held in Dubai International Financial Centre, UAE, in accordance with the DIFC-LCIA Rules of Arbitration, in English, by a single arbitrator appointed in accordance with said Rules. The prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in connection therewith, in addition to any other relief granted. The decision of the arbitration panel shall be final and not subject to appeal.

 

 

Privacy Policy

Last Update: 6 January 2017

 

1. Introduction

Your privacy is very important to the Scalable CFO. This privacy policy has been compiled to better serve those who are concerned with how their 'Personally Identifiable Information' (PII) is being used online. Please read our privacy policy carefully to get a clear understanding of how we collect, use, protect or otherwise handle your Personally Identifiable Information in accordance with our website.

 

2. What personal information do we collect from the people that visit our blog, website or app?

When ordering or registering on our site, as appropriate, you may be asked to enter your name, email address, business information or other details to help you with your experience.

 

3. When do we collect information?

We collect information from you when you register on our site, subscribe to a newsletter, respond to a survey, fill out a form, Use Live Chat or enter information on our site or provide us with feedback on our products or services.

 
4. How do we use your information?

We may use the information we collect from you when you register, make a purchase, sign up for our newsletter, respond to a survey or marketing communication, surf the website, or use certain other site features in the following ways:

      • To personalize your experience and to allow us to deliver the type of content and product offerings in which you are most interested.
      • To improve our website in order to better serve you.
      • To allow us to better service you in responding to your customer service requests.
      • To quickly process your transactions.
      • To ask for ratings and reviews of services or products
      • To follow up with them after correspondence (live chat, email or phone inquiries)

 

5. How do we protect your information?


We only provide information on our site. We never ask for credit card numbers.
We do not use Malware Scanning periodically.

Your personal information is contained behind secured networks and is only accessible by a limited number of persons who have special access rights to such systems, and are required to keep the information confidential. In addition, all sensitive information you supply is encrypted via Secure Socket Layer (SSL) technology.

We implement a variety of security measures when a user enters, submits, or accesses their information to maintain the safety of your personal information.

All transactions (if any) are processed through a gateway provider and are not stored or processed on our servers.

 

6. Do we use 'cookies'?

We do not use cookies for tracking purposes

You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You do this through your browser settings. Since browser is a little different, look at your browser's Help Menu to learn the correct way to modify your cookies.

If you turn cookies off, some features will be disabled. that make your site experience more efficient and may not function properly.

However, you will still be able to place orders .


7. Third-party disclosure

We do not sell, trade, or otherwise transfer to outside parties your Personally Identifiable Information.

 

8. Third-party links

We do not include or offer third-party products or services on our website.

 

9. Google

Google's advertising requirements can be summed up by Google's Advertising Principles. They are put in place to provide a positive experience for users. https://support.google.com/adwordspolicy/answer/1316548?hl=en

Google, as a third-party vendor, uses cookies to serve ads on our site. Google's use of the DART cookie enables it to serve ads to our users based on previous visits to our site and other sites on the Internet. Users may opt-out of the use of the DART cookie by visiting the Google Ad and Content Network privacy policy.

We have implemented the following:
      • Google Display Network Impression Reporting
      • Demographics and Interests Reporting

We, along with third-party vendors such as Google use first-party cookies (such as the Google Analytics cookies) and third-party cookies (such as the DoubleClick cookie) or other third-party identifiers together to compile data regarding user interactions with ad impressions and other ad service functions as they relate to our website.

Opting out:
Users can set preferences for how Google advertises to you using the Google Ad Settings page. Alternatively, you can opt out by visiting the Network Advertising Initiative Opt Out page or by using the Google Analytics Opt Out Browser add on.

 

10. User Rights

Users can visit our site anonymously.

Once this privacy policy is created, we will add a link to it on our home page or as a minimum, on the first significant page after entering our website.

Our Privacy Policy link includes the word 'Privacy' and can easily be found on the page specified above.

You will be notified of any Privacy Policy changes:
      • On our Privacy Policy Page

You can change your personal information:
      • By emailing us

 

11. How does our site handle Do Not Track signals?

We honor Do Not Track signals and Do Not Track, plant cookies, or use advertising when a Do Not Track (DNT) browser mechanism is in place.

 

12. Does our site allow third-party behavioral tracking?

It is also important to note that we allow third-party behavioral tracking

 

13. Why do we collect information?

We collect your email address in order to:
      • Send information, respond to inquiries, and/or other requests or questions
      • Process orders and to send information and updates pertaining to orders.
      • Send you additional information related to your product and/or service
      • Market to our mailing list or continue to send emails to our clients after the original transaction has occurred.

We are committed to the following:
      • Not use false or misleading subjects or email addresses.
      • Identify the message as an advertisement in some reasonable way.
      • Monitor third-party email marketing services for compliance, if one is used.
      • Honor opt-out/unsubscribe requests quickly.
      • Allow users to unsubscribe by using the link at the bottom of each email.

If at any time you would like to unsubscribe from receiving future emails, you can email us at
letstalk@thescalablecfo.com and we will promptly remove you from ALL correspondence.

 

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.

 


 

Code of Conduct

Last Update: 5 April 2018

Professionalism and Quality

Clients and Consultants are expected to communicate professionally and in good faith upholding the ethical foundations of their accreditation body. Additionally, Clients should expect to engage with Consultants producing high-quality work.  We may temporarily or permanently bar consultants whom we receive complaints regarding a lack of professionalism and quality found to be accurate.  

Fraud and Misrepresentation

The Company expects all consultants to present themselves truthfully and accurately and may permanently cease association if it is deemed they are found guilty of acts of fraudulent activity. Specifically, but not limited to:

All information on a consultant’s profile must be true and accurate regarding their employment history, accreditation body and educational background. Consultants agree to provide The Company with accurate and complete biographical information when any updates occur including current job status and any update of information as it changes. 

Clients requesting consultants must fully disclose context and requirements of the project and/or engagement that is relevant and critical to a Contractor’s ability to successfully complete a Project. If at any time scope will change during the course of the project, the project deliverables must be revisited along with fee estimations.

Consultants must have legal and beneficial ownership of, and all rights and interest in, any materials underlying the Work Product created in connection with a Project.  Work Product must not include any misrepresentation or fraudulent data. Consultants are required to disclose any sources used in Work Product in accordance with generally accepted research practices (i.e., proactively cite primary or secondary information sources that are not their own) as a matter of general practice and upon request from the Client or The Company.

Discrimination, Harassment, and Abusive Conduct

The Company maintains a zero-tolerance policy regarding all forms of discrimination, harassment, or abuse.  Consultants and clients may not refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected by applicable United Arab Emirate law.

All reports of discrimination, harassment or abusive conduct are taken very seriously and may result in permanent loss of access to The Company Services. 

Mediation Processes and Procedures

We may assist in the fair and timely resolution of a complaint or dispute between Client and Consultants. We may take the following actions, including but not limited to:

  • Contact parties involved to obtain information;
  • Review Project-related data and correspondence captured on the platform and gathered through conversations with involved parties; 
  • Request additional materials evidencing communications between the involved parties;
  • Coordinate mediation between the parties involved in the complaint or dispute;
  • Determine an appropriate outcome, including, but not limited to, account deactivation, partial payment, payment refund, and/or project re-staffing;
  • Communicate the outcome to all involved parties; and
  • Promptly carry out the mediation outcome.

We expect all Users to cooperate with any investigations or other activities.