These terms and conditions of business are between Nibble Tech Limited, a company incorporated and registered in England and Wales with company number 12642540 whose registered office is at 63-66 Hatton Gardens, Fifth Floor, Suite 23, London, EC1N 8LE (Nibble, We, Our, Us) and the Freelancer who engages Nibble to introduce opportunities to provide marketing services by the Freelancer to Prospective Clients in return for payment (Freelancer, You, Your).
1. Interpretation
The following definitions and rules of interpretation apply in these terms.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning given to it in clause 10.
Commission: has the meaning given to it in clause 3.1.
Introduction: the provision to the Freelancer of New Work Briefs with a Prospective Client on the Nibble Platform. Introduce, Introduces, and Introduced shall be interpreted accordingly.
Introduction Date: once the Freelancer is signed up and accepted onto the Nibble Platform, for each Prospective Client, the date during the term of this agreement on which Nibble first Introduces New Work Briefs to the Freelancer for such Prospective Client.
Introduction Period: for each Prospective Client, the period of 2 years from the later of the Introduction Date or the end of a Relevant Contract, irrespective of whether such period ends before or after the date of termination of this agreement.
Net Income: the payments made to the Freelancer for the Services under a Relevant Contract less any value added tax or other sales tax on them.
Prospective Client: a person to whom the Freelancer is introduced on the Nibble Platform.
Relevant Contract: a contract for the supply of Services entered into during the Introduction Period between the Freelancer and a Prospective Client who was Introduced by Nibble.
Services: the services that the Freelancer may agree to provide to the Prospective Client which shall be governed solely by an agreement to be entered into by the Freelancer and the Prospective Client and for which Nibble shall have no responsibility.
1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.5 Writing. A reference to writing or written includes e-mail.
1.6 "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 Clauses. References to clauses are to the clauses of this agreement.
1.8 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.
2. Introductions
2.1 Appointment. Nibble maintains a Platform (Nibble Platform) which:-
(a) Holds details, that may be accessed by Prospective Clients, of Freelancers that may be suitable to provide Services to the Prospective Client, whether on a retained or project basis.
(b) Allows Prospective Clients to upload retainer or project based New Work Briefs (New Work Briefs) which are held on the Nibble Platform where the Prospective Client is seeking the services of marketing professionals.
(c) Holds the details of Freelancers who have been through the application process to become signed up with Nibble. Freelancers are required to apply to join, be reference checked, and participate in an interview if requested. Applying does not provide any assurance that a Freelancer will be accepted. Nibble reserves the right to decline applications or remove Freelancers at its sole discretion.
(d) Works largely by recommendation. It is good both for Nibble and for you if you can encourage, where appropriate, your clients to refer you to other Prospective Clients via the “Refer a Freelancer” feature
2.2 In signing up to the Nibble Platform
(a) the Freelancer agrees to have its (initially anonymised) details open to review by Prospective Clients;
(b) the suitability of the Freelancer for New Work Briefs is appraised by the Nibble Platform so that the Freelancer is able to review any New Work Briefs they are matched with; and
(c) the Prospective Client and Freelancer are able to engage with each other through the Nibble Platform so that they may assess the suitability of the Freelancer for a New Work Brief, with a view to entering into a Relevant Contract. It is essential that the Freelancer communicates with the Prospective Client only on the Nibble Platform so that a written record of communication and whatever is agreed between the parties is maintained in case of any later dispute that may arise.
(d) Nibble reserves the right, at its absolute discretion, to remove a Freelancer from the Nibble Platform, including for repeatedly receiving low performance scores from Prospective Clients.
(e) the Freelancer agrees that it has or will obtain professional indemnity insurance with a reputable insurer in a sufficient value in relation to the size of New Work Briefs. If the Freelancer fails to do so, it acknowledges that it has been advised by Nibble in the strongest terms that it should obtain and maintain such insurance cover.
2.3 List of New Work Briefs and Prospective Clients. Once a Freelancer has completed the application process and is accepted, the Freelancer will be able to access the Nibble Platform.
2.4 Limited scope of authority.
(a) No authority to bind. Nibble shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Freelancer in any way and shall not do any act which might reasonably create the impression that Nibble is so authorised.
(b) No authority to contract or negotiate. Nibble shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Freelancer, including for the provision of the Services or the price for them (subject to clause 3.5), and shall not negotiate any terms for the provision of the Services with Prospective Clients. Any template services contract that Nibble may make available to the Freelancer for the purposes of negotiation and documenting of a Relevant Contract with a Prospective Client should be viewed as a good starting point, but it is essential that the Freelancer makes the wording work for them and tailors it to their own needs.
2.5 Obligation to disclose limits on authority. Nibble has disclosed to each Prospective Client that it shares the Platform with Freelancers and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of the Freelancer.
2.6 Marketing material. Nibble shall not produce any marketing material for the Freelancer's services but may use the Freelancer's name, photo, logo or trade marks, and overview of work in progress or completed work as part of case studies relating to the Services without the prior written consent of the Freelancer.
2.7 Limits on representations. Nibble shall not make or give any representations, warranties or other promises concerning the services.
3. Commission and payment
3.1 Commission entitlement. Nibble shall be entitled to Commission if a Prospective Client Introduced by Nibble enters into a Relevant Contract.
3.2 Commission rate. The amount of commission payable shall be at the rate of 20% + VAT of the Freelancer's Net Income received under each Relevant Contract (as it may be renewed, extended or amended) and any subsequent Relevant Contract entered into. (Commission).
4. Stripe Account. Nibble uses Stripe to make payouts to Freelancers. The Stripe Recipient Agreement applies to your receipt of such Payouts. To receive payouts from Nibble you must provide Nibble with accurate and complete information about you and your business, and you authorize Nibble to share it and transaction information related to your payout with Stripe. All payments of fee under a Relevant Contract will be paid by the Prospective Client into an online account provided and maintained by Stripe, which is a payment processing platform. Payout timings from the Stripe account to your bank account are determined by Stripe, and are subject to various factors. This information is accurate as of 17 June 2021 it is your responsibility to check Stripe’s latest fee information regularly. Any erroneous or early payments made to you must be notified to Nibble and repaid within 24 hours of receipt. Failure to do so will be a fundamental breach of this agreement.
4.1 Payment of commission entitlement. All Commission payable pursuant to clause 3.2 shall be due to and deducted by Nibble from the Stripe Account automatically before it is released and the Freelancer gives Nibble a general authority to make such deductions from the Stripe Account. Nibble is entitled to deduct commission on any payment made to the Nibble Platform, which should be for Freelancer fees only. To avoid the erroneous deduction of commission please ensure that any third-party activation costs are paid to suppliers directly by the Prospective Client and not as part of the proposal fee via the Nibble Platform. You can view Stripes terms here: https://stripe.com/connect-account/legal
4.2 Minimum Contract Value. Use of the Nibble Platform by a Prospective Client has a minimum contract value requirement of £2500 for a project and/or £1500 per calendar month for a retainer arrangement, of no less than four months duration.
4.3 Currency of Commission. Commission shall be payable to Nibble in pounds sterling.
4.4 Taxes. All sums payable under this agreement:
4.5 Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Freelancer's obligation to pay Commission to Nibble in accordance with it.
4.6 Commission Disputes. In the unlikely event that Nibble and the Freelancer have a dispute concerning the amount or entitlement that Nibble has to commission, the parties will seek to reach an amicable agreement initially. If no such agreement can be reached, the same shall be referred to Nibble’s auditors for resolution and their decision shall be final and binding on both parties.
5. Obligations of the Freelancer
5.1 Good faith. The Freelancer must at all material times act in good faith towards Nibble
5.2 Non circumvention. The Freelancer shall promptly notify Nibble if any Prospective Client seeks to engage the services of the Freelancer outside of the Nibble Platform. It will constitute a fundamental breach of this agreement for any Freelancer to seek, negotiate or agree to engage/contract with a Prospective Client or to seek, negotiate, agree to or receive payment of fee under a Relevant Contract or a relevant contract outside of the Nibble Platform.
5.3 Provide accurate details. The Freelancer must provide accurate information in relation to themselves, including contact details etc., when signing up to the Nibble Platform and registering for a Stripe account through which the Freelancer will be paid. The Freelancer is solely responsible for payment of VAT or any other sales or other tax levied upon it.
5.4 Upload Relevant Contract. The Freelancer will upload / send a link to a copy of the Relevant Contract, any schedules appended to it and keep all revisions to contracts and scopes of work documented with the Prospective Client via the Nibble Platform’s messaging centre.
5.5 Payments into the Stripe Account. The Freelancer must ensure all payments of fee by the Prospective Client are made via the Nibble Platform to the Stripe Account and not to the Freelancer or any other third party on behalf of the Freelancer. Payments are held securely until they are released to the Freelancer, 7 days after the dates for payment agreed between the Prospective Client and the Freelancer (Agreed Due Date) (and Nibble’s commission deducted).
5.6 Unless the Prospective Client raises a valid and genuine dispute (Dispute Notice) within 7 days after the Agreed Due Date payment will be released to the Freelancer. Any Dispute Notice properly raised will cause a pause to payment release, allowing the Freelancer and Prospective Client to come to a mutually agreed resolution within 30 days of the Dispute Notice. The absence of a Dispute Notice serves to confirm the Prospective Client’s approval to release of funds and satisfaction with the Freelancer’s work. Nibble is not obligated to provide any dispute assistance.
5.7 Erroneous Payments. Any payments erroneously made by a Prospective Client directly to the Freelancer under a Relevant Contract must be remitted to Nibble by the Freelancer in full within 1 working day. As set out in clause 3.4, activation costs or expenses invoices (only) may be raised for payment directly by the Prospective Client.
5.8 Provision of information. The Freelancer shall provide Nibble at all material times with the information Nibble reasonably requires to perform its duties, including marketing information for and details of the services which the Freelancer can provide, and information about the Freelancer and the Service in question.
5.9 Notices of suspension or cessation of Services. The Freelancer shall inform Nibble immediately if the Freelancer suspends or ceases to perform the Services. At all times the Freelancer will ensure that any agreement with a Prospective Client will include a term which is materially identical to that set out in clause 9.1 of the Nibble Terms Template, which for the avoidance of doubt states “The Contract will come to an end upon completion of the Services, or, in the case of a retainer, upon either of us giving to the other not less than one month’s written notice of termination which may not be given before the expiry of three months from the Start Date.”
5.10 Freedom of Freelancer not to pursue Introductions. The Freelancer shall be under no obligation to enter into a Relevant Contract. Nibble would, however, welcome feedback on why a Freelancer has declined to pursue any potential Relevant Contract in order to better match the Freelancer with New Work Briefs in future.
A breach of any of the provisions of this clause 4 shall entitle Nibble to immediately terminate the agreement under clause 11.
6 Confidentiality
6.1 Obligations of confidentiality. The Freelancer undertakes to Nibble that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, systems, platforms, customers, clients or suppliers of Nibble, except as permitted by clause 5.2.
6.2 Confidentiality exceptions. The Freelancer may disclose Nibble’s confidential information:
6.3 Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
7. Compliance
Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
8. Anti-bribery
8.1 Anti-bribery compliance.
8.2 Definitions. For the purpose of this clause 7, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
9. Data protection
9.1 Definitions.
Name, photo, contact details and relevant website information
Relevant experience
References and testimonials
Application details to the Nibble Platform
Message Centre messages
Proposals
Reviews and scores generated by or on the Nibble Platform.
9.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Nibble shall:
9.3 Compliance. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
9.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
10. Limitation of liability
10.1 Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:
10.2 Limitations of liability. Subject to clause 9.1 above:
10.3 No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.4 No liability for claims not notified within 6 months. Unless the Freelancer notifies Nibble that it intends to make a claim in respect of an event within the notice period, Nibble shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11. Commencement and duration
This agreement shall commence on the date when the Freelancer has been accepted onto the Nibble Platform (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 11, until either party gives to the other party 3 months' written notice to terminate. Any entitlement to Commission shall survive termination.
12. Termination
12.1 Termination on notice. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect to the other party if:
13. Consequences of termination
13.1 Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 5 and clause 12 to clause 26 (inclusive).
13.2 Access revoked. The Freelancer will no longer have access to the Nibble Platform.
13.3 Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
14. No partnership or agency
14.1 No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other.
14.2 No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15. Viruses. We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should always use your own virus protection software when accessing any internet sites as a minimum standard practice. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
16. Keeping your Nibble Platform account details safe. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this agreement or any of the terms referred to in clause 16. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected].
17. Other applicable terms. Use of the Nibble Platform is also subject to the following additional terms, which you must adhere to at all times:
18. Suspension or withdrawal of the Nibble Platform. We do not guarantee that the Nibble Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
19. Entire agreement
19.1 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 No reliance on matters outside agreement. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
19.3 Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
19.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.
20. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. Assignment and other dealings
Nibble may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. However, this agreement is personal to the Freelancer who is prohibited from any of the acts set out in this clause 16.
22. No automatic waiver
22.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
22.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Severance
Deemed modification or deletion. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
24. Notices
24.1 Form of notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.
24.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:
24.3 Exclusions from notice provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
25. Third party rights
No one other than a party to this agreement shall have any right to enforce any of its terms.
26. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
27. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
28. We may make changes to these terms
We amend these terms from time to time. Every time you wish to use the Nibble Platform, please check these terms to ensure you understand the terms that apply at that time. The latest terms will always be available in the “resources” section of your account on the Nibble Platform.
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