Built’s Platform provides an online marketplace for persons and organizations (“Clients”) seeking certain accounting, financial and other ancillary services (“Accounting and Financial Services”) to find Associate to perform outsourced financial services. Built’s Platform is a venue for Associate to offer to provide Accounting and Financial Services to clients as an independent contractor. Clients contact Built and describe their finance and accounting needs. Clients projects are then posted to Built’s Platform, and Clients use the features, functions, and content on Built’s Platform to identify, review, contact, and otherwise take steps to engage Associate. Built is able to assist Clients in identifying, reviewing, contacting, and taking steps to allow Clients to engage Associate. If Clients and Associate agree on terms for Accounting and Financial Services, Client and Associate must then enter into a separate service contract to engage one another in performance of the Accounting and Financial Services.
CREATION OF A BUILT ACCOUNT
Associate must register and create an account on Built’s Platform (“Built Account”). When registering for a Built Account, Associate will be required to complete an electronic profile (“Associate’s Profile”). Associate represents and warrants that Built is authorized to use Associate’s Profile to market Associate’s business, skills, and abilities to Clients for the purpose of introducing Associate to Clients so that the parties are able to enter into independent contractor relationships with one another for the performance of Accounting and Financial Services. Associate agrees to provide true, accurate, and complete information on such Associate’s Profile and all registration and other forms Associate accesses on Built’s Platform or otherwise provides to Built. Built Accounts will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm Associate’s identity. Associate authorizes Built, directly or through third parties, to make any inquiries necessary to validate Associate’s identity and confirm other information. When requested, Associate must provide Built with information requested relevant to the establishment and maintenance of a Built Account.
Associate shall continually update his, her or its Built Account and Built Profile to maintain the truthfulness, accuracy, and completeness of such information. Associate agrees to correct any information about Associate’s location, Associate’s business, Associate’s skills, or the services Associate’s business provides, that is or becomes false or misleading. Associate represents and warrants that Associate has a valid license to all content and information uploaded, posted, published and/or displayed on Built’s Platform by Associate and grants Built and its affiliates a non-exclusive, royalty free, fully paid, transferrable sub-licensable, perpetual, and irrevocable license to copy, modify display, perform, distribute, create derivative works of and other use Associate content on Built’s Platform in connection with operation of Built’s Platform and promotion of Accounting and Financial Services.
USERNAME AND PASSWORD
Associate will be asked to choose a username and password when registering for a Built Account. Associate is entirely responsible for safeguarding and maintaining the confidentiality of such username and password. Associate authorizes Built to assume that any person accessing Built’s Platform by utilizing Associate’s username and password either is Associate or are authorized to act for Associate. Associate agrees to notify Built immediately if Associate suspects or become aware of any unauthorized use of Associate’s Built Account.
TIME LOGS AND PAYMENT OF FEES
If Associate is engaged by a Client, Associate agrees to, on a monthly basis, prepare a time log report describing the particular Accounting and Financial Services performed and the number of hours worked in performance of the Accounting and Financial Services (“Associate Time Log”). Associate shall send to Built or upload the Associate Time Log to Built’s Platform by 5:00PM on the last business day of each month during which Associate performed Accounting and Financial Services . Associate represents and warrants that all hours reported on an Associate Time Log shall be true, accurate, and complete in all respects.
Built will have no responsibility for determining the necessity for determining, remitting, or withholding any taxes applicable to the Associate Fees. As required by the Ghana Revenue Authority (GRA), Built will provide Associate with invoices reporting the fees paid by Built to Associate for the calendar year so that Associate may properly report amounts received for tax purposes. Associate agrees to provide Built with a proof of Taxpayer Identification Number upon Built’s request. Associate shall be solely responsible for remitting to the appropriate authorities any taxes or similar charges applicable to the Associate Fees. In the event that Built is subjected to an audit by government taxing authorities, or otherwise, Associate agrees to promptly cooperate with Built and provide copies of Associate’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Associate is engaging in an independent contractor as represented to Built.
INDEPENDENT CONTRACTOR RELATIONSHIP
At all times while Associate is engaged in providing Accounting and Financial Services, Associate must maintain insurance to insure against its liability for actual or alleged wrongful acts committed in Associate’s capacity as an independent contractor in such amounts as customary within the accounting and professional services industry. Associate must maintain written evidence of such insurance coverage and provide it to Built upon request.
TRAVEL TO CLIENT LOCATION
Clients may request that Associate travel to/from and/or otherwise perform work from a Client location. In the event that Associate travels to/from and/or otherwise works from a Client location, Built shall not have any liability or responsibility related to Associate’s travel or liability associated therewith. Any liability associated with Associate’s travel to/from and/or work from at a Client location will be the direct responsibility of Associate and Client and Built shall not have any liability associated therewith whatsoever.
EXCLUSIVITY / NON SOLICITATION
Subject to the Option to Hire Associate described below, at any time while Associate is using Built’s Platform and for twelve (12) months thereafter (“Exclusivity Period”), Associate will not, directly or indirectly, encourage or solicit to be hired, or otherwise engage for performance of services (excluding the Accounting and Financial Services hereunder) of any Client that Associate became aware of as a result of using Built’s Platform in any way except through the utilization of Built’s Platform. During the Exclusivity Period, Associate will use Built’s Platform as its exclusive method to bid on Accounting and Financial Services for Clients and receive all payments associated therewith. Associate also agrees that it will not seek to perform any services directly to subsidiaries, parent companies, partnerships, holdings or investors related to any Client without processing such request through Built’s Platform intake processes. Associate also agrees that it will not induce any Client to recruit, refer or hire any other Associate or third parties nor will Associate cooperate with any efforts of any Client to do the same.
NON-CIRCUMVENTION / OPTION TO HIRE ASSOCIATE
Associate is not permitted to provide proposals to, provide Accounting and Financial Services to, or receive payments for Accounting and Financial Services, or otherwise, without utilizing Built as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Built’s role as payment processor within the Built Platform. Associate shall notify Built immediately if a Client suggests remitting payments without utilizing Built as an intermediary. If Associate is or becomes aware of a breach or potential breach of Built’s non-circumvention policy, Associate shall immediately report it to Built at: [email protected] .
Notwithstanding the foregoing, nothing in this Agreement is intended to constrain the employment of Associate by a Client provided the terms of such employment are in accordance with these Terms of Service (Associate) as set forth herein and at all times subject to (a) Built’s receipt of prior written notice from a Client or Associate, (b) the right to a reasonable wind-down period of at least thirty (30) days as determined by Built in its sole discretion (based upon Associate’s commitments to Built related to Built’s business, including but not limited to commitments to other clients of Built), and (c) Client directly engaging or hiring Associate according to the Option to Hire process specified in the Client Services Agreement.
LICENSE AND OWNERSHIP OF BUILT’S PLATFORM
The look and feel of Built’s Platform, proprietary content and software code and other intellectual property associated therewith are owned by Built and subject to and protected under intellectual property laws. Associate acknowledges that Built owns all rights, title, and interest in and to Built’s Platform (including all improvements, updates, modifications or enhancements, whether made, created or developed by Built) and Associate agrees not to take any actions inconsistent with such ownership interests.
CONFIDENTIALITY AND NON-DISCLOSURE
LIMITATION OF LIABILITY / RELEASE
Associate acknowledges and agrees that Built is not a party to the dealings between Clients and Associate, but does benefit as a third-party from the covenants and agreements Clients and Associate make between one another. To help resolve conflicts between Clients and Associate, Built offers assistance in resolving disputes between the parties. Dispute mediation through Built is informal and does not result in binding legal judgments. In the event either party refuses to comply with Built’s dispute resolution recommendation, both parties are free to pursue any and all legal actions and remedies available. To notify Built of a dispute, Associate should contact Built at [email protected] ., and include (a) Associate’s name, (b) a brief description of the dispute, and (c) Associate’s preferred contact information. Built will evaluate the claim and attempt to informally resolve the claim.
If a dispute arises between Associate and Built, Built’s goal is to resolve the dispute quickly and cost-effectively. In the event of such a dispute, Associate agrees to first contact Built and make a good faith sustained effort to resolve the dispute before resorting to required binding arbitration. In the event that a dispute or claim remains unresolved after the informal dispute resolution, disputes or claims between Built and Associate will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms as a court would. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will take place at the Ghana Arbitratin Centre. To begin an arbitration proceeding, Associate shall send Built a notice of dispute, in writing, setting forth Associate’s name, contact information (address and telephone number), facts of the dispute, and relief requested. Associate must send Associate’s notice of legal dispute to Built at: [email protected] Built will send any notice of dispute to Associate at the contact information Built has on file for Associate. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions. Arbitration fees assessed against an initiator of arbitration proceeding will be limited to the filing fee set forth in the Alternative Dispute Resolution Act. To the fullest extent permitted by applicable law, Associate and Built each agree that any proceeding to resolve a dispute will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action. If for any reason a dispute proceeds in court rather than in arbitration, Associate and Built each waive any right to a jury trial. Associate and Built expressly waive any ability to maintain any class action lawsuit in any forum. If the dispute is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any class action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of the aforementioned waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In no event will any disputes, or any other action or proceeding by any Associate (including arbitration hereunder be instituted more than one (1) year after the cause of action arose. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, Associate and Built each agree to the exclusive jurisdiction of courts in Ghana. Associate and Built each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.