PLEASE READ THESE TERMS AND CONDITIONS OF SUPPLY CAREFULLY BEFORE USING DIGIWORKS’ SERVICES OR BOOKING WITH US
UPDATED AS OF 2 JANUARY 2021
DigiWorksco Ltd (“DigiWorks”, "We” or “Us") provide a network (“Network”) of independent contractors who provide operations, customer service and growth talent and other professional services (each a “Talent” and the services they provide, the “Talent Services”). The “Platform” includes (a) DigiWork’s Website located at https://www.teamdigiworks.com (the “Website”), (b) DigiWorks’ technology platform designed to find and connect Talent to those in need of these professional services offered by or through DigiWorks (the “Platform”), and (c) all data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”). The “Matching Services” involve using any and all features, live interviews, functions, and Content of the Platform that enable clients to connect to the right talent and DigiWork’s work in assisting you (“you” or “Client”) in contracting with the right Talent. The Matching Services do not include any work performed by Talent.
Acceptance of Terms
DigiWorks provides the Matching Services to you through the Website and the Platform, subject to this Terms of Supply. By accepting this Terms of Supply or by accessing or using any portion of the Website or use of Matching Services, you acknowledge that you have read, understood, and agree to be bound by this Terms of Supply. You further acknowledge that this Terms of Supply is a contract between you and DigiWorks, even though it is electronic and is not physically signed by you and DigiWorks, and it governs your use of the Platform, Website and Matching Services. If you are entering into this Terms of Supply on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this Terms of Supply, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS TERMS OF SUPPLY, OR IF YOU DO NOT AGREE WITH THIS TERMS OF SUPPLY, YOU MUST NOT ACCEPT THIS TERMS OF SUPPLY AND YOU MAY NOT ACCESS OR USE THE MATCHING SERVICES, WEBSITE OR PLATFORM.
Terms of Supply Updates
DigiWorks reserves the right, at its sole discretion, to change or modify portions of this Terms of Supply at any time. DigiWorks will post the changes to this Terms of Supply on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the Terms of Supply periodically for changes. Your continued use of any of the DigiWorks services after the date any such changes become effective constitutes your acceptance of the new or revised Terms of Supply.
These terms and conditions in this Terms of Supply apply where you have engaged with DigiWorks in building your team. We are helping build your team by connecting you with workers but will not be responsible for any work product they produce or how they interact with any clients or customers that you have. DigiWorks acts as an introducer and allows you to scale up and build teams easily, but note that you remain fully responsible for any interactions and appropriate training that the Talent may have in your own organisation.
You understand and agree that we are not involved in, or are responsible for Talent Services. DigiWorks does not guarantee that Talents will perform the scope of work as this is entirely managed by you and is to be determined solely by you and the Talent. DigiWorks has no involvement in setting KPIs and tracking Talent performance, this is within your responsibility as you would for any personnel at your company. You agree that any issues with the quality of work will be resolved with your Talent. We can facilitate in the case that you wish to terminate their subscription and we can find a replacement.
DigiWorks will be managing international payments and compliance for Talent contractors regarding the subscription project provided by Talents. As such, discussions on any holidays and any other related items including bonuses must be discussed prior to the start date with your Talents so that these can be managed during the period of engagement.
Whereas DigiWorks is responsible for the payments for the Talents, you are solely responsible for ensuring that your work processes and confidentiality is maintained and that there are adequate password protections in place. DigiWorks does not accept any responsibility for any disclosure or security issues that you may encounter, it is your responsibility to put in place measures as you would for any personnel that you would onboard for your company.
You will be solely responsible for sufficient training and creating a culture that is enjoyable and keeps retention high, as you would naturally for any team member you bring on within your company. If the Talent wants to leave the business (for any reasons), simply let us know and we can arrange for another Talent to work with your company. You will be responsible for ensuring tasks and targets are manageable and achievable, such that it is something you can achieve yourself.
Your Talent will sign a confidentiality agreement (the “NDA”) to inform them that non-public information shall not be disclosed and to keep relevant company information confidential to the extent possible. Talents have been informed of their obligations through the NDA and DigiWorks is not responsible for, or in control of Talents beyond informing them of their obligations. You are responsible for your own security measures and controls that you would have for any personnel in your company.
On the occasion that DigiWorks has been engaged by you to help create processes and discuss training, it is acknowledged that DigiWorks may come across sensitive or confidential information. Therefore, DigiWorks will be obliged to ensure that any confidential information (the information that is confidential is to be determined by discussion with DigiWorks) that has been gained through the communications with your business will be kept secure and not be made public. However, information to which DigiWorks has already possessed before the engagement will not be included as confidential information. Any processes which we have created should remain as DigiWorks’ own intellectual property to the extent that it is using our frameworks. The information contained within will belong to you to the extent the information has been provided by your company.
Nothing in these terms will restrict DigiWorks’ right to engage with other clients. Any information gained that is deemed confidential information will not be disclosed. In the event that we come across any sensitive information, please contact us and inform us of the information that should be considered confidential. Confidential information should be agreed with DigiWorks in the case that DigiWorks has helped with the SOPs process, which we typically arrange for all clients (optional SOPs and onboarding call) or has been the recipient of any information.
All business, technical or financial information disclosed by DigiWorks, including without limitation, the Website, Platform, or Matching Service, is the “Proprietary Information” of DigiWorks. Proprietary Information also includes, but is not limited to, the rates of each Talent in the Network as stated in the booking form. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of DigiWorks, Talent and Talent Services as an existing or prospective client of DigiWorks. You may make disclosures of Proprietary Information required by law or court order provided that you give DigiWorks advance written notice. When you have completed your use of the Platform or Matching Service, or if you have not used the Platform or Matching Service in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.
You will be billed on a bi-weekly basis, starting from the first day your Talent(s) join your company.
Any delayed payment of more than 5 days from the billing date will result in a penalty of 1 months’ subscription value.
Any unpaid payments after 10 days from the billing date will mean the immediate termination of any services provided.
During all periods of your access to or use of the Platform or Matching Service and for twelve (12) months after each subscription booking or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services any Talent whom you become aware of in connection with your interaction with DigiWorks. You also agree that you will not refer such Talent directly to parent, sibling, or other affiliated companies.
Any attempt to solicit to hire in the Non-Solicit Period (as described above) will serve as a breach of contract and you will be liable for damages of up to the total of 12 months’ of the subscription value of the Talent you engaged with.
You will have a one week risk-free trial period that starts on the start date, whereby if you are not happy we can find a replacement.
If you wish to freeze or cancel your contract, you must provide us with two weeks’ notice via email. You can freeze or cancel your plan in increments of two weeks. However, note that if you choose to freeze your plan, we cannot guarantee that your Talent will remain with your company and therefore run the risk of the Talent leaving your company. In this scenario, DigiWorks will be able to help find a replacement but bears no responsibility in the event there is interruption caused by the plan being paused.
These Terms of Supply, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. This agreement is governed under the exclusive jurisdiction of the courts of England and Wales.
No Warranties and Disclaimer by DigiWorks
THE DIGIWORKS PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND DIGIWORKS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT DIGIWORKS DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE DIGIWORKS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND DIGIWORKS DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DIGIWORKS PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM DIGIWORKS OR THROUGH THE DIGIWORKS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SUPPLY.
Exclusion of Damages and Limitation on Liability
DigiWorks does not charge fees for you to access and use the DigiWorks Properties pursuant to this Terms of Supply. As consideration for your free access and use of the DigiWorks Properties pursuant to this Terms of Supply, you further agree that DIGIWORKS WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS TERMS OF SUPPLY, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF DIGIWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF DIGIWORKS WITH REGARD TO THIS TERMS OF SUPPLY WILL IN NO EVENT EXCEED USD$1.00.
IN NO EVENT WILL DIGIWORKS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE WITH THE CASE OF WORKING WITH A TALENT.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, DIGIWORKS’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.