OfficeCavalry.com Legal Documents
This website and the services that you can use on this website are provided by OfficeCavalry.com Limited. OfficeCavalry.com's corporate details are at the bottom of this page.
Your use of the OfficeCavalry.com website and its services is subject to the following Terms and Conditions. For the avoidance of doubt, these Terms and Conditions apply whatever device you use to access the OfficeCavalry.com websites and/or services.
You are deemed to be bound to these Terms and Conditions by your visit to the OfficeCavalry.com websites and/or your use of its services.
Content on OfficeCavalry.com
OfficeCavalry.com does its best to ensure that all content that you access on OfficeCavalry.com is:
- suitable for all age groups, (unless otherwise indicated).
- free from any material that infringes any copyright or other intellectual property.
- free from any defamatory statements.
- (in the case of advertising and/or sponsorship material), free from any misrepresentative and/or misleading statements.
- free of any abusive, illegal, adult, overly violent or otherwise unsuitable material.
However, OfficeCavalry.com cannot promise you, and does not guarantee in any way, that all of its content is free of such material.
If you have a concern about any of the content on the OfficeCavalry.com website please email email@example.com.
OfficeCavalry.com's content contains links to other websites that may not be under its control. OfficeCavalry.com is not responsible in any way for the content of those websites and you follow any links at your own risk. OfficeCavalry.com does not endorse the services or products that you may find on any other website.
In providing services to you, OfficeCavalry.com has partnered with a number of third parties, including Escrow and Payment Service Providers (such as Transpact, RBS Worldpay and PayPal).
OfficeCavalry.com has no control over these third parties and is not responsible for their performance. You use them at your own risk.
OfficeCavalry.com collects and uses data about how you and other viewers browse OfficeCavalry.com and use its services.
Certain areas or functions of OfficeCavalry.com's website may require you to identify yourself.
Some areas or functions of OfficeCavalry.com require that you identify yourself.
In particular, in order to post projects as a Project Owner, or if you are a Freelancer, to identify yourself as a candidate for projects, you will have to register with OfficeCavalry.com and make sure that you are logged in.
When you register with OfficeCavalry.com you must not use any false information or impersonate any third party. Any password that is provided to you, (or that you choose), is confidential. You must not share your login name or password with anyone else and OfficeCavalry.com is entitled to treat anyone that uses your credentials as if they were you.
OfficeCavalry.com recommends changing passwords regularly and using different ones for your accounts across your different online activities.
OfficeCavalry.com's search algorithms focus on ensuring that Project Owners find Freelancers with particular skills quickly and accurately by searching for the required expertise in a particular Cavalry. Freelancers with skillsets that may be appropriate to more than one Cavalry would need to register several accounts on OfficeCavalry.com using a different email address for each Cavalry listing. If OfficeCavalry.com has barred you from its services for any misconduct, you may not re-register by using a different user name or email address.
Without the prior written consent of OfficeCavalry.com, you may not use or attempt to:
- use any systemic method to copy the content on OfficeCavalry.com so as to create a database in electronic or paper form comprising in whole or in part such content.
- copy any of the content on OfficeCavalry.com for the purposes of republishing it.
- modify or adapt or derive other works from the content on OfficeCavalry.com.
- scan, spider or index the content on OfficeCavalry.com in violation of the OfficeCavalry.com robots.txt directives.
- scan, spider or index the content in a manner inconsistent with good industry practice or so as to place an unreasonable burden or load on the web servers and other technical infrastructure from which the OfficeCavalry.com systems are operated (even if permitted by any robots.txt directives).
If OfficeCavalry.com believes that you are not acting in accordance with its rules it may suspend or terminate your access to the interactive elements of OfficeCavalry.com.
OfficeCavalry.com does not guarantee in any way that the OfficeCavalry.com website will remain as it is, nor will be available at any particular time.
Nothing in the content on OfficeCavalry.com constitutes advice of any sort. You should not rely on any information that you find on OfficeCavalry.com's websites without externally verifying it with a reliable third-party source.
The feedback ratings are contributed by registered users of OfficeCavalry.com and do not necessarily represent the views or opinions of OfficeCavalry.com.
The OfficeCavalry.com content and services are provided on an as-is, where-is basis. To the maximum extent allowed by law, OfficeCavalry.com does not give any representation, warranty or undertaking of any kind in respect of its websites, content or services including, without limitation, any warranty of satisfactory quality, conformity, accuracy, adequacy or fitness for any particular purposes.
Whilst using OfficeCavalry.com you may well interact with other people. OfficeCavalry.com is not liable for any harm you might come to nor damage you may suffer as a result of such interaction.
You shall indemnify and hold OfficeCavalry.com and its data providers and its advertisers harmless against all costs, damages, expenses, (including, without limitation, legal expenses), loss and liabilities that arise as a direct or indirect result of any breach of these terms by you, your fault, your negligence or breach of statutory duty.
Exclusions of Liability
You agree that OfficeCavalry.com is not liable to you for any loss, (of whatsoever nature), that you may suffer as a result of your access and use of the OfficeCavalary.com websites or any projects that you engage in via OfficeCavalry.com websites. However, this shall not extend so as to exclude any liability it is not lawful to exclude, (either now or in the future).
These Terms and Conditions are the entire agreement between OfficeCavalry.com and you as to your access and use of OfficeCavalry.com websites.
The rights and remedies set out in these Terms and Conditions are cumulative and without prejudice to any other accrued rights and remedies, whether under contract, law or otherwise.
If any of these Terms and Conditions are or become illegal or unenforceable under applicable law, that part that is illegal or unenforceable shall be deemed to be removed from these Terms and Conditions.
Save as set out in the indemnity, nothing in this agreement shall create any right for any third party pursuant to the Contracts, (Rights of Third Parties), Act 1999.
These Terms and Conditions and your relationship with OfficeCavalry.com is subject to and shall be construed in accordance with the laws of England and the courts of England and Wales, and shall have exclusive jurisdiction over any dispute which may arise under or is connected with these Terms and Conditions.
OfficeCavalry.com reserves the right to change these Terms and Conditions, (including the other documents that refer to), at any time. You should check back from time to time to make sure that you are complying with the most recent version.
The following Terms and Conditions, (in addition to those above), relate only to registered users of OfficeCavalry.com
Eligibility to be a Project Owner or a Freelancer
You must be at least the higher of 18 years of age and the legal age of majority in your jurisdiction to be a Project Owner or a Freelancer.
If you are joining OfficeCavalry.com as a representative of a business, you must have the authority of the owner of that business to represent the business on OfficeCavalry.com.
Membership and Fees
On OfficeCavalry.com you may be a Project Owner or a Freelancer.
OfficeCavalry.com charge fees for identified aspects of its service. Full details of the fees involved and the benefits of membership either as a Project Owner or as a Freelancer are set out on the OfficeCavalry.com website.
Dispute Resolution Fees and Freelancer Pro Membership Fees
These fees must be paid directly to OfficeCavalry.com via one of the supported payment methods.
Commission and Transaction Fees
Transaction Fees are deducted from the amounts that are paid into or released from Escrow. They will be automatically deducted from the Escrow Account and paid to OfficeCavalry.com. However, it remains the Freelancer's responsibility to pay the commission to OfficeCavalry.com in the event that, for whatever reason, payment is not remitted from the Escrow Account.
The commission payment by the Freelancer to OfficeCavalry.com will be deducted and paid automatically to OfficeCavalry.com by the Escrow provider at the time that the funds are released from Escrow by the Project Owner.
Escrow Account providers may charge separate fees and the Project Owner and/or the Freelancer, (as the case may be), are responsible for paying such fees.
OfficeCavalry.com reserves the right to change its fees as it sees fit. Any change in fees will not affect the fees payable by a Freelancer or a Project Owner for any project that is ongoing at that time.
Refund Policy, 'Cooling Off' Periods and the Distance Selling Regulations
All OfficeCavalry.com fees are non-refundable except where the charge is in respect of a dispute and the dispute is resolved in your favour. See Dispute Resolution Policy for more details.
OfficeCavalry.com is designed for use by businesses and not consumers. When you buy services from OfficeCavalry.com and when you enter into a project agreement with a Project Owner or a Freelancer you are acting as a business and the Distance Selling Regulations do not apply. There is no 'cooling off' period.
However, if you are found for whatever reason to be a consumer for the purposes of the Distance Selling Regulations, then you agree that OfficeCavalry.com may start providing you with the services that you have purchased immediately and that, as such, you will have no right to cancel the service under the Distance Selling Regulations.
Project Owners and Freelancers contract with each other at arm's length when they agree a project.
OfficeCavalry.com is not responsible for the fulfilment of any project nor for the payment to the Freelancer of any fees due from the Project Owner.
OfficeCavalry.com is a party to the Project Contract purely for the purposes of the Dispute Resolution Policy.
You acknowledge that the form of contract OfficeCavalry.com provides is for convenience only and does not in any way constitute legal advice.
A Project Owner may not post any project that relates to any illegal, infringing, defamatory, obscene or morally repugnant subject matter or whose subject matter is contrary to public policy.
A Freelancer may not accept or deliver any work that would put it in breach of any legislation and/or any national or international trade embargo.
Payments for Projects
Project Owners may only pay for projects via a supported Escrow Account. No other payment method is permitted.
If the Freelancer agrees to accept payment via any other method, both the Project Owner and the Freelancer will be jointly and severally liable for the fees owing to OfficeCavalry.com as well as for all costs of recovering the same, on an indemnity basis.
A Project Owner may not directly or indirectly solicit nor attempt to solicit a Freelancer to accept a project, (or any other type of work), outside of OfficeCavalry.com. If a Project Owner breaches this provision they shall immediately pay to OfficeCavalry.com a fee of £1,000, (in respect of each breach).
If a Freelancer accepts any such solicitation, they shall immediately pay to OfficeCavalry.com a fee of £500, (in respect of each such solicitation accepted). The Freelancer irrevocably authorises OfficeCavalry.com to debit any card or other payment method stored with OfficeCavalry.com.
If a Freelancer receives any such solicitation and promptly informs OfficeCavalry.com and provides written evidence of such solicitation, then OfficeCavalry.com will pay to the Freelancer 25% of the fee that OfficeCavalry.com receives from the defaulting Project Owner.
OfficeCavalry.com reserves the right to recover via the courts any amounts owing to it by either a Project Owner or a Freelancer together with all costs of recovery on an indemnity basis.
OfficeCavalry.com currently supports two Escrow services:
- OfficeCavalry.com's own Escrow services; and
OfficeCavalry.com may, in the future, support more Escrow providers.
Third Party Escrow Providers
Although OfficeCavalry.com supports Transpact as an Escrow provider, it is not affiliated to Transpact and does not accept any liability either to the Freelancer or to the Project Owner in respect of any act or default of Transpact or other third party Escrow provider.
OfficeCavalry.com facilitates the creation of the Escrow contract between the Project Owner, the Freelancer and the third party Escrow provider and the Project Owner and Freelancer irrevocably appoint OfficeCavalry.com as their agent for this purpose.
OfficeCavalry.com is not a party to the Escrow contract between the Project Owner, the Freelancer and the third party Escrow provider.
OfficeCavalry.com Escrow services
OfficeCavalry.com also offer an Escrow service for transactions below a certain threshold (currently £350 net of VAT and OfficeCavalry.com fees).
OfficeCavalry.com's Escrow service offers the following:
- to make deposits and receive payments using PayPal and any card supported by PayPal.
- to facilitate the release of funds from Escrow into your OfficeCavalry.com account immediately on completing a Project or finalising a dispute.
You irrevocably authorise OfficeCavalry.com to deduct any fees owing to OfficeCavalry.com from any account balance that you have with OfficeCavalry.com.
Payments due to Freelancers will be made to the email address registered with OfficeCavalry.com. Freelancers should make sure that their PayPal account is linked to the same email address that is registered with OfficeCavalry.com.
Payments to Project Owners will be made by way of refund and thus will be returned to the PayPal account or card that the Project Owner used for the payment in to Escrow UNLESS more than 60 days have passed in which case the payment will be made by way of cheque or bank transfer. Both these are batch processes run twice monthly. Note that, in the case of a refund, currency fluctuations can mean that a Project Owner may not receive the same amount as they paid. OfficeCavalry.com will refund the relevant amount in sterling and the foreign exchange will be automatically managed by PayPal.
Note that OfficeCavalry.com is not a payment service provider authorised by the FSA. OfficeCavalry.com acts as an agent for the Project Owner and the Freelancer in the holding of funds pending completion of the project or other release decided as part of a dispute.
If OfficeCavalry.com suspect that a Project Owner and/or a Freelancer is engaging in fraud, money-laundering or other suspicious activities, it reserves the right to freeze the funds being held on Escrow and/or to report its suspicions to relevant investigative and regulatory authorities.
OfficeCavalry.com may suspend or terminate your account at any time if you are in breach of any of these Terms and Conditions or if you are suspected of money-laundering and/or fraud.
If your account is suspended or terminated you will not be able to login to OfficeCavalry.com nor use its services.
OfficeCavalry.com is a marketplace for Project Owners and Freelancers to meet, discuss requirements and reach an agreement as to how those requirements can be met. OfficeCavalry.com is not an employment agency, nor is it a temp agency. OfficeCavalry.com does not vet the Freelancers or otherwise assess whether a Freelancer is suitable for any particular cavalry or for a Project Owner's project. The Project Owner must make themself satisfied with the Freelancer's credentials and ability to meet their requirements.
OfficeCavalry.com is not an employer of any Freelancer. Each Freelancer contracts with a Project Owner on its own account as an independent contractor.
Leeds, LS25 6BL
Registered in England and Wales. Company Registration Number: 7133809
Last Published 9th November 2010
When you visit OfficeCavalry.com a variety of information is collected about you and put to different uses.
This document explains what information is collected and how it is used.
All Visitors to OfficeCavalry.com
When you are browsing OfficeCavalry.com, tracking pixels and cookies, (for example, Google Analytics), then session cookies are used to track how you navigate around the website, whether or not you are registered.
Examples of the data collected include your IP address, the type of internet browser and operating system you are using, the page you are visiting and similar.
This data uniquely identifies your session to OfficeCavalry.com but does not, (on its own), identify your name or anything else about who you are.
OfficeCavalry.com uses this information for the following general purposes:
- to build up an opinion about what kind of content you want to see and what services you use more than others.
- to provide certain aspects of functionality to you.
- to amass an aggregated form, with other data from other users, to provide useful information about visitors to OfficeCavalry.com.
If you have disabled the receipt of session cookies on your computer you may not be able to receive the full benefit of OfficeCavalry.com.
You must be registered to become a Freelancer or a Project Owner. When you do this you will have to register, create a user account and provide data about yourself.
OfficeCavalry.com will use this data to provide you with its services and to identify you to other users of OfficeCavalry.com, (in an appropriately abbreviated form), and to inform you about any future services that OfficeCavalry.com may offer.
When you view a selected Freelancer's profile or post a project on OfficeCavalry.com you may have to disclose further details about yourself and your business. This data, together with details of your project, will be viewable by the individuals selected and/or all Freelancers within the cavalry that you have selected.
Once a project is complete, the project title and selected information will remain visible to registered users of OfficeCavalry.com.
Freelancers and Project Owners
All registered users on OfficeCavalry.com will be able to see how you have been rated by other Freelancers and other Project Owners.
Sharing Data with Third Parties
Except as explained here, OfficeCavalry.com will not sell nor rent nor give to anybody any information that it has and that identifies you personally.
OfficeCavalry.com may also use, publish, rent and sell the information that it collects on you provided that it first anonymises such information.
If you have agreed, OfficeCavalry.com may send you information about offers from third parties that it believes may be of interest to you. OfficeCavalry.com will not pass your details to those third parties, however, the email communication will be sent by OfficeCavalry.com or on our behalf. You can opt not to receive this type of communication via the 'Contact Us' section of the OfficeCavalry.com website.
OfficeCavalry.com will also pass your personal data to third parties if it is required to do so by a court or tribunal of competent jurisdiction or if it receives a properly authorised request from a law enforcement agency or if it needs to do so to provide services to you, (for example, an Escrow provider).
If you default on any payment, either to OfficeCavalry.com or any user of OfficeCavalry.com's websites, OfficeCavalry.com may pass relevant data on the defaulted payment to credit referencing agents and to debt collection agencies.
Marketing Case Studies
From time to time, you may be invited to join OfficeCavalry.com in participating with a marketing case study. Participation will always be totally optional. Such a case study may well involve publishing personal information about you and the projects you have been involved with on OfficeCavalry.com.
- something is wrong and OfficeCavalry.com need to or want to correct it.
- the law has changed and OfficeCavalry.com needs to react to the change.
Leeds, LS25 6BL
Registered in England and Wales. Company Registration Number: 7133809
Last Published 9th November 2010
This Agreement ('Agreement') governs the relationship between a Freelancer and a Project Owner and OfficeCavalry.com Limited when using the OfficeCavalry.com on-line marketplace for the conduct of a project. This Agreement takes effect from the time that the Project Owner finally selects the Freelancer to work on the project, (the 'hand-shake'). At this point a legally binding contract is formed on these Terms and Conditions.
In this Agreement:
Intellectual Property and IPR means patents, patent applications and other rights in inventions; trademarks, trade names, services marks, trade get-up and rights in goodwill; design rights and registered designs; copyright and rights in computer software; database rights and sui generis rights; rights in confidential information; rights to the registration of a domain name and all other proprietary rights similar to the foregoing, anywhere in the world and whether unregistered and/or registered.
Project Scope means the requirements, (as to the deliverables and delivery dates), that the Project Owner specifies in his project statement as posted on the OfficeCavalry.com dashboard as refined and amended by agreement with the Freelancer via the OfficeCavalry.com dashboard.
VAT means value added tax and/or any other local or general sales tax that may be due on the supply of services by the Freelancer to the Project Owner in respect of the project.
The Freelancer's Fees, (which include any VAT), shall be as the Project Owner and Freelancer have agreed on the OfficeCavalry.com dashboard prior to the 'hand-shake'.
3. Project Scope
(1) The Project Owner warrants, represents and undertakes that delivery in full or in part to the requirements of the Project Scope will not be illegal, an infringement of any third party intellectual property, defamatory of any person or business or otherwise against public morals and/or public policy.
(2) The Freelancer warrants, represents and undertakes that the delivery in full or in part of the requirements of the Project Scope will not put it in breach of any national or international trade embargo or other legislation.
4. Project Completion
(1) The project is completed once the Project Owner marks the project as completed on the OfficeCavalry.com dashboard.
(2) If the Freelancer believes that the Project Owner should have marked the project as completed on the OfficeCavalry.com dashboard but has not done so, the Freelancer may raise a dispute.
(3) On completion of the project, OfficeCavalry.com will issue a tax invoice on behalf of the Freelancer and
- (a) where a third party Escrow provider is used, the Project Owner will instruct the Escrow provider to release the relevant payment.
- (b) where OfficeCavalry.com is the Escrow provider, the payment will be automatically released.
(4) Once a project is completed, each party will be asked to rate the other. Each party must rate the other honestly and as objectively practicable. Any comments left as part of the rating process should be strictly factual and professional and will be subject to moderation by OfficeCavalry.com.
5. Partial Completion
(1) It is acceptable for a Project Owner to accept a project as partially completed providing the Freelancer accepts. The parties acknowledge that, in order to do this, they must contact OfficeCavalry.com and request a manual intervention in their project.
(2) Furthermore, in the event that a Freelancer is only able to complete part of any time based project, the Freelancer will still be entitled to receive payment for those full man-days actually worked as a percentage of the total days agreed. The Parties acknowledge that such a scenario is equivalent to a partial completion and will require the parties to contact OfficeCavalry.com and request a manual intervention in their project.
6. Deposit Into Escrow
(1) Immediately after the hand-shake, the Project Owner must pay the full amount of the Freelancer's Fees into an Escrow Account supported by OfficeCavalry.com.
(2) If the Project Owner does not:
- (a) pay the full amount of the Freelancer's Fees into a Supported Escrow Account within 2 Business Days of this agreement, and,
- (b) (in the case of a third party Escrow service), release any agreed split-payment within one Business Day of the deposit referred to in (a),
the Freelancer shall have the right to cancel, (rescind), this agreement and the Project Owner will receive an automatic negative rating.
(3) No work of any kind should be undertaken by the Freelancer until authorisation has been given by or on behalf of OfficeCavalry.com. If the Freelancer does start work before receiving authorisation, they do so entirely at their own risk.
7. Payments From Escrow - Third Party Escrow Providers
(1) This clause applies only where the parties are using an Escrow Account offered by a third party.
(2) For projects containing split-payments, 25% of the Freelancer's Fees will be due immediately on the hand-shake. The Project Owner must authorise this payment within 1 business day of making the deposit and OfficeCavalry.com will not authorise the Freelancer to start work until this payment has been made.
(3) The Project Owner must release all remaining funds from the Supported Escrow Account within 2 business days of completion of the project.
8. Payments From OfficeCavalry.com Escrow
(1) This clause applies only where the parties are using the OfficeCavalry.com Escrow Service.
(2) For projects containing split-payments, 25% of the Freelancer's fees will be due immediately on the hand-shake and will be deducted from Escrow and immediately credited to the Freelancer's account.
(3) When the project is marked completed, (either by the Project Owner or as a result of a dispute), the remaining funds in Escrow will be automatically credited to the Freelancer's account.
9. Freelancer Invoicing
(1) OfficeCavalry.com will, on behalf of the Freelancer, raise appropriate invoices for the Project Owner:
- (a) for all projects, at the completion of the project and
- (b) for projects where split-payments are agreed, as to the amount of the split-payment at the commencement of the project.
(2) All invoices will have appropriate VAT listed on them. The rate of VAT will be that specified by the Freelancer.
10. Conduct of the Project
(1) The Freelancer shall perform the services required in the Project Scope with all reasonable professional skill and care and in accordance with the terms of this Agreement.
(2) If the Project is deliverables based, the Freelancer will supply the deliverables:
- (a) in accordance with the requirements set out in the Project Scope; and
- (b) in accordance with any milestones agreed in the Project Scope.
(3) Where the project is deliverables based, the Freelancer may sub-contract his responsibilities to a third party but at all times the Freelancer remains fully liable to the Project Owner under this Agreement and any act or default on behalf of any sub-contractor will be considered the act or default of the Freelancer. The Freelancer must inform the Project Owner of the identity of any sub-contractor.
(4) Where the project is for the provision of time, in the event that the Freelancer is unable to undertake part of the project himself for whatever reason, the Freelancer may propose a sub-contractor in his place. In the event that the Project Owner agrees, the sub-contractor may act on behalf of the Freelancer, however, at all times the Freelancer remains wholly liable to the Project Owner and any act or default on behalf of any sub-contractor will be considered the act or default of the Freelancer.
(5) Notwithstanding any sub-contracting, the Freelancer must ensure that all sub-contractors used enter into written agreements with the Freelancer providing that any Intellectual Property rights that may exist are treated in accordance with the provisions of Clause 13, either so that the rights devolve directly on the Project Owner or on the Freelancer for onward devolution. The Freelancer must provide such written agreement, in English, to the Project Owner via the OfficeCavalry.com website tools, if requested to do so by the Project Owner.
(6) Where a project is for the provision of time and the Freelancer is not, through illness or other unavailability, able to work all the days required, the Freelancer shall remain entitled to receive payment for the number of whole days actually worked as a ratio to the number of all days booked. The parties will be required to raise a dispute in order to organise payment in these circumstances.
11. Working from the Project Owner Premises
If the Freelancer is to work on the project from the premises of the Project Owner:
- (a) the Freelancer shall obey all reasonable instructions of the Project Owner as to health and safety and as to logical and physical security
- (b) the Project Owner warrants, represents and undertakes that it has all necessary insurances and health and safety consents in place.
12. Communication During the Project
(1) All communication during the project must be exclusively within the OfficeCavalry.com dashboard. Only communication and/or delivery via the OfficeCavalry.com dashboard will be considered in the context of a dispute.
(2) All communication via the OfficeCavalry.com dashboard should be both professional and relevant to the project.
13. Intellectual Property Rights
(1) It is the intention of the Freelancer and the Project Owner that the Intellectual Property in all the work done by the Freelancer during this project belongs exclusively to the Project Owner absolutely as far as permitted by applicable law and subject to completion of the project or attainment of a Milestone as the case may be.
(2) In the furtherance of sub-clause (1), the Freelancer hereby devolves to the Project Owner all his rights, title and interest in the Intellectual Property that he has created during this project:
- (a) as at the acceptance of each Milestone; and
- (b) as at the completion of the project
conditional, in respect of each event and where a third party Escrow Provider is used, on the Project Owner releasing the appropriate amount from Escrow in accordance with this Agreement.
(3) For the purposes of this Clause, devolves means:
- (a) where permitted by applicable law, the assignment with full title guarantee of the relevant Intellectual Property.
- (b) otherwise, the devolution of all the economic rights in the relevant Intellectual Property that the Freelancer has and such devolution shall be in respect of all current fields of use and, unless forbidden by applicable law, all future fields of use and on the event of such devolution and for all time thereafter, the Freelancer agrees that he will make no use of nor copy any works embodying the Intellectual Property or the Intellectual Property itself to the extent that such use of copying is within the fields of use that have been devolved.
- (c) In either of the foregoing cases the Project Owner shall have the right to sue for past infringement of the Intellectual Property that is devolved.
(4) Devolution of the Intellectual Property shall not constitute a purported assignment of any rights that cannot be assigned by operation of applicable law.
(5) The Freelancer hereby waives all so-called moral-rights that he may have in the Intellectual Property that is devolved to the Project Owner under this Clause to the greatest extent permitted by applicable law and such waiver shall be, to the greatest extent permitted by applicable law, irrevocable. If applicable law does not permit the waiver of moral-rights the Project Owner shall, on request in writing by the Project Owner, properly attribute copyright works embodying the Intellectual Property to the authorship of the Freelancer.
14. Third Party IPR
(1) Unless the Project Owner has expressly, (in the Project Scope), allowed the use of Intellectual Property belonging to a third-party, (whether licensed under an open source or other licence type), the Freelancer must not make use of any such Intellectual Property.
(2) In the event that the Project Owner has expressly, (in the Project Scope), allowed the use of Intellectual Property belonging to a third-party, the Freelancer must document carefully each element of third party Intellectual Property that he uses and provide a copy of the relevant licence agreement to the Project Owner or indicate to the Project Owner where to find such licence. The foregoing does not require that the Freelancer purchase a copy of the licensed Intellectual Property on behalf of the Project Owner.
The Freelancer hereby indemnifies the Project Owner and shall hold the Project Owner harmless against any loss, costs, expenses, damages and liabilities that the Project Owner may incur as a result of any breach by the Freelancer of the provisions of Clause 13 and/or 14.
16. Exclusions and Limitations of Liability
(1) Neither party excludes or limits its liability to the other for any (a) fraudulent misrepresentation; (b) death or personal injury caused by the negligence of, in either case, that party or the employees, agents or sub-contractors of that party; nor any liability that cannot, by application of law or public policy, be excluded or limited.
(2) Subject to sub-clause (1) above, neither party shall be liable under contract, tort or any other head of law, to the other party for any indirect loss, consequential loss, loss of profits, (whether direct or indirect), loss of earnings, loss of anticipated savings or loss of data.
(3) The liability of each party arising in respect of a breach of Clause 17 is unlimited but the provisions of sub-clause (2) shall nonetheless apply.
(4) The liability of the Freelancer pursuant to Clause 15 is unlimited but the provisions of sub-clause (2) shall nonetheless apply.
(5) Subject to sub-clauses (1) to (5) inclusive the aggregate liability of each party to the other under or in connection with this Agreement, and pursuant to any head of law, including, without limitation, the tort of negligence, shall not exceed the aggregate of the Freelancer's Fees.
All information given by either party to the other or otherwise obtained shall be treated by the other party, its employees and subcontractors as confidential unless it is evidently in the public domain; and shall not be used other than for the benefit of the disclosing party or the furtherance of each party's obligations under this Agreement. The foregoing applies notwithstanding that such information may have been disclosed prior to this Agreement. The foregoing shall not prevent any disclosure which a party is required to make under applicable law.
18. Force Majeure
(1) Neither party shall be liable for any delay or failure to carry out its obligations under this Agreement caused by Force Majeure provided that it promptly gives written notice of the occurrence of the Force Majeure relied on to the other party and it uses all reasonable endeavours to remove or avoid such Force Majeure as promptly as practicable.
(2) If any Force Majeure event is relied on for longer than 15 days by either party the other shall be entitled to terminate this Agreement forthwith on written notice.
(1) This Agreement, the Project Scope and the OfficeCavalry.com Dispute Resolution Process set out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter.
(2) Any variation to this Agreement shall only be effective if in writing under the hand of an officer or other duly authorised representative of each of the parties.
(3) If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
(4) The relationship of the Project Owner to the Freelancer shall be that of independent contractors. No relationship of agency, employer-employee or otherwise is intended to be created by the acceptance of the Freelancer's acceptance of the project.
(5) Each party shall, at the request and reasonable cost of the other, do or procure to be done all such further acts and things, (including the execution of documents), as the other may reasonably require for the purpose of giving the first party the full benefit of this Agreement.
(6) No provision of this Agreement shall be enforceable by any third party under the Contracts, (Rights of Third Parties), Act 1999 or otherwise.
(7) No failure or delay by a party in exercising its rights or remedies shall operate as a waiver unless made by written notice. No single or partial exercise of any right or remedy of a party shall preclude any other or further exercise of that or any other right or remedy.
20. No Liability for OfficeCavalry.com
Both the Project Owner and the Freelancer acknowledge that OfficeCavalry.com has no responsibility, (and no liability), to either of them for the performance by either the Project Owner or the Freelancer of their obligations under this Agreement. The foregoing shall apply equally to all matters relating to the performance of their respective obligations and to all forms of liability under contract, tort, (including the tort of negligence), and all other heads of law. This clause shall apply to the greatest extent permitted by law.
21. Dispute Resolution
Both Parties agree irrevocably to use the OfficeCavalry.com Dispute Resolution Process for the purposes of determining the release of any funds from the Escrow Account in the event of a dispute. The determination of the OfficeCavalry.com Dispute Resolution Process shall be final as to the release of funds from the Escrow Account but shall not compromise the rights of either the Freelancer or the Project Owner to seek redress against the other pursuant to Clause 22.
22. Governing Law and Jurisdiction
(1) This Agreement shall be governed and construed in accordance with the laws of England.
(2) The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any matter, claim or dispute arising under, out of or in connection with this Agreement.
(3) The foregoing sub-clauses apply to both contractual and non-contractual matters relating to this Agreement.
Leeds, LS25 6BL
Registered in England and Wales. Company Registration Number: 7133809
Last Published 9th November 2010
What can be the subject of a dispute?
All disputes essentially relate to an allegation by one party that the other party has breached the contract between them.
This can be, for example:
- Where the other party is not responding to your enquiries during the project.
- Where the Project Owner believes that the Freelancer has not delivered the project in accordance with the Project Scope (for example the deliverables do not conform to specification at the delivery date and/or the delivery date is not met at all).
- Where the Freelancer has delivered the project and believes that the Project Owner is unfairly refusing to acknowledge this.
- When a matter arises that either party believes cannot be resolved through normal communication via the provided processes or guidelines and prevents a project from continuing.
- If the other party is in breach of the OfficeCavalry.com Terms and Conditions and/or the terms of the Freelancer Service Agreement.
You cannot use the OfficeCavalry.com Dispute Resolution Process unless you are using the OfficeCavalry.com Freelancer Service Agreement. If you have used your own contract or have agreed additional terms and conditions that conflict with or undermine the terms and conditions of the Freelancer Service Agreement, (in the opinion of OfficeCavalry.com), then you will not be eligible to use the OfficeCavalry.com Dispute Resolution Process.
How do I start a dispute?
All disputes must be started via your OfficeCavalry.com dashboard, and must follow the steps as defined within the OfficeCavalry.com website.
If the dispute is not resolved through self-mediation, either party can escalate the dispute to OfficeCavalry.com by payment of the Dispute Resolution Fee, (currently £20.00 per escalation per party).
When a party escalates the dispute the other party will be automatically notified by OfficeCavalry.com. The other party then has 3 business days to pay their Dispute Resolution Fee. If they do not pay, then the dispute is automatically decided in favour of the party that has paid the Dispute Resolution Fee.
When OfficeCavalry.com has received the Dispute Resolution Fee from both parties, it will assign a representative, (an Adjudicator, and later possibly an Expert), to decide upon the dispute on your behalf.
Conduct during a dispute
When starting and throughout a dispute, you must always provide factual information in a professional manner through the communication channels specified by OfficeCavalry.com.
Reasons for a dispute
A dispute may only be brought for certain reasons:
- The other party is not responding to your messages, (note that all messages must be responded to within 3 business days, unless both parties have agreed to differ and have communicated this via the OfficeCavalry.com dashboard).
- The Freelancer has not delivered anything prior to, (or on), the specified delivery date.
- The Freelancer has failed to deliver in accordance with the requirements of the project; or
- The Project Owner is refusing to acknowledge that the deliverables supplied by the Freelancer meet the requirements of the project.
- When a matter arises that either party believes cannot be resolved through normal communications via the provided processes or guidelines and prevents a project from continuing.
- If the other party is in breach of the OfficeCavalry.com Terms and Conditions and/or the terms and conditions of the Freelancer Service Agreement.
Information to be provided when starting a dispute
Please note that a dispute can only relate to a single matter. The party bringing a dispute must specify clearly and factually on what basis they are bringing a dispute through the OfficeCavalry.com dashboard. Although further evidence can be presented during a dispute, the subject matter of the dispute itself cannot be changed except as set out in the section below.
If, as a Project Owner, you are disputing that the deliverables meet the requirements of the project, then you must provide an exhaustive list of the requirements that you allege have not been met. The requirements must be taken verbatim from the Project Scope and you must provide the date and time of the dashboard message from which the requirement is taken.
If a Freelancer has alleged that they have delivered the requirements of the project, and is bringing a dispute on the basis that the Project Owner is refusing to accept the deliverables, then the Adjudicator will require the Freelancer to provide the same information as set out in the above paragraph.
As with all communications within OfficeCavalry.com, all information that you provide the Adjudicator or Expert with as part of a dispute must be factual, objectively verifiable and professional.
What will OfficeCavalry.com do once a dispute is started?
When a dispute is fully started, (i.e. both parties have paid the Dispute Resolution Fee), OfficeCavalry.com will appoint an Adjudicator to decide upon the dispute.
The Adjudicator will review the project and the nature of the dispute. If the dispute can be resolved to the satisfaction of the Adjudicator based on the information provided alone, then the Adjudicator will provide its decision as soon as it can.
The Adjudicator will automatically decide against a party that is in breach of the OfficeCavalry.com Terms and Conditions, (for example; having multiple accounts). During that time, the Adjudicator may ask questions of either or both parties. All questions must be responded to within 5 Business Days. If a party does not respond within that period, the Adjudicator may decide against that person or infer any response that the Adjudicator sees fit.
In order to determine whether a deliverable fails to meet the requirements in the manner alleged by the Project Owner during the dispute, the Adjudicator may require either or both parties to demonstrate such defects, or in the absence of such defects, via a remote session to the Adjudicator. Both the Freelancer and the Project Owner will have the right to be, (virtually), present during such demonstrations.
If the Adjudicator reviews the evidence from both parties and decides that the Project Owner was not delivering against their project commitments, (for example; not responding or replying to questions raised to enable the project to continue or to be completed by the Freelancer), the Adjudicator may extend the deadline for the project by an amount of time agreed by the parties, or in the absence of agreement, at the discretion of the Adjudicator. In these circumstances the winner of the dispute will be considered to be the Freelancer.
If the Adjudicator decides that in order to resolve a dispute a technical decision must be made as to whether the deliverables conform to the Project Scope, the Adjudicator may appoint an Expert of its choice to make the determination.
Changing the subject matter of a dispute
If you want to change the subject matter of a dispute or add additional matters, (as opposed to evidence), to the dispute, the party bringing the dispute must pay an additional Dispute Resolution Fee and have the written consent of the Adjudicator or Expert.
Costs of Expert Determination
Before the appointment of an Expert, the Adjudicator will notify the parties as to the costs of the Expert. These costs will be borne wholly by the losing party unless the Expert determines that they should be shared in some proportion between both parties. The Expert's determination of the fee sharing shall be final.
The Adjudicator will require that both parties agree to the Expert's fees before appointing the Expert. If one party refuses to accept the Expert's fees then the dispute will be automatically decided against that party. If both parties refuse to accept the Expert's fees then the dispute will be decided against the person that brought the dispute.
OfficeCavalry.com will require that both parties provide comfort in their ability to pay the Expert's fees if awarded against them, (this may be by requiring an Escrow deposit). In the event that the party does not pay the Expert's fees to OfficeCavalry.com on demand, OfficeCavalry.com reserves the right to recover such fees, (together with its costs of recovery on an indemnity basis), from the defaulting party by any means available to it including, for the avoidance of doubt, through the Courts.
The parties will be informed of this appointment.
The Expert will have the same right to ask questions of the parties as the Adjudicator.
The Expert may require the Freelancer or the Project Owner, (at the Expert's discretion), to establish a test bed with appropriately configured hardware and software and secure remote access so that the deliverables may be tested. The Expert may further require that the parties, (or either party, as the Expert decides), supply the Expert with any other assistance and/or equipment and/or test data that it may reasonably request for the purpose of deciding upon the dispute.
The Expert will publish its decision and brief reasons for the decision when it has concluded its investigation.
How long will it take to resolve a dispute?
OfficeCavalry.com cannot provide a timeline for the resolution of a dispute, as so much is dependant on the involvement and responsiveness of the parties, as well as the availability of the Expert. However, the process will always be transparent and the parties will always be kept informed of the progress of the dispute.
What happens when a decision is made?
If the decision effectively completes a project, one way or the other, then the representative will also mark the project as completed. In these circumstances the representative will also make a decision as to whether and to whom funds in an Escrow Account will be released.
If the Escrow Account is managed by OfficeCavary.com, then the relevant funds will be immediately released from Escrow into the OfficeCavalry.com account of the appropriate parties, (less any costs ordered by the Expert).
If the Escrow Account is managed by a third party, in accordance with the OfficeCavalry.com Terms and Conditions, the Freelancer and the Project Owner must comply with the decision of the Adjudicator or the Expert, (as the case may be), as to the release of funds from an Escrow Account and payment of the Expert's fees, (via OfficeCavalry.com).
The winner of a dispute will have their Dispute Resolution Fee refunded by OfficeCavalry.com.
Dispute Resolution and Feedback Ratings
Often, losing a dispute will cause you to receive a low feedback rating for the project.
What can I do if I do not agree with OfficeCavalry.com's decision?
The OfficeCavalry.com Dispute Resolution Policy is not intended to be final or binding in the same way that the decision of a Court or an Arbitrator might be. It is designed firstly to stimulate the parties into acting honourably and resolving any disputes amongst themselves. If this cannot be achieved, the Adjudicator or the Expert will simply make a decision as to whether or not it believes that the Freelancer has delivered what was promised.
If a party does not honour the decision of an Adjudicator or Expert then that party will be in breach of the OfficeCavalry.com Terms and Conditions and may be barred from all future use of the OfficeCavalry.com service.
If you are the Project Owner and refuse to honour the Adjudicator's or Expert's decision, and this results in funds not being released to the Freelancer, OfficeCavalry.com reserves the right to recover its losses, (being the Project Management Fees, (commission), and/or Transaction Management Fees for the Freelancer's fees), together with its costs of recovery, (on an indemnity basis), as damages from the Project Owner.
Leeds, LS25 6BL
Registered in England and Wales. Company Registration Number: 7133809
Last Published 9th November 2010