MARKETPLACE MEMBERSHIP AGREEMENT
- Crowd & Company Pty Ltd (Crowd & Co) is an online marketplace that assists Members who are seeking the provision of particular legal services (each a Legal Services Buyer) to find and connect with Members that are lawyers with relevant legal expertise seeking work (each a Lawyer).
- Crowd & Co offers a range of related services to Members in connection with their use of the Marketplace, including:
- engagement - ability to post, pitch and award opportunities on the marketplace;
- task management – ability to assign tasks for specific Assignments;
- messaging – messaging system for Members to communicate with other Members;
- assignment centre – ability to manage Assignments, including messages, status reports, tasks, milestones, timesheets and invoices; and
- invoicing – functionality to allow for the generation of invoices and payment for Assignments as required (together the Marketplace Services).
- Legal Services Buyers can, via the Marketplace, post a request for specific legal services (whether such services are required on site or are to be provided remotely) and may offer hourly/daily rate or fixed priced options for that work and specify any applicable requirements and conditions in relation to that work (each an Assignment). Lawyers may pitch for the Assignments listed on the Marketplace.
- If the Legal Services Buyer and Lawyer agree to proceed with a particular Assignment, a Specific Engagement Agreement is formed directly between the Legal Services Buyer and the Lawyer in relation to that Assignment.
- While Crowd & Co provides access to the Marketplace, assists with the facilitation of engagements and the transaction process, it is not a reseller, agent or legal service provider.
General Terms between you and Crowd and Company Pty Ltd
The parties agree that in consideration for the mutual promises and undertakings made by the parties in this agreement, the terms and conditions will become immediately legally binding and enforceable upon execution.
In order to conduct transactions in the Marketplace and take advantage of the Marketplace Services:
- Lawyers: must apply for membership to the Marketplace, for a lawyer's application for membership to be successful they must:
- Complete the enquiry form on the Crowd & Co website;
- Provide commercial legal services;
- Pass our Vetting Process; and
- Provide Crowd & Co with at least two vouches (references).
- Legal Services Buyers must apply for membership to the Marketplace. For the Legal Services Buyer's application for membership to be successful they must:
- Either be a law firm or business;
- Require legal services for their practice groups or business related matters; and
- Complete the requirements set out for the user profile.
3. Marketplace Related Services
Crowd & Co will offer a range of services to Members in connection with their use of the Marketplace.
- Premium Subscriber Services: In consideration for payment of the Subscription Fee, Crowd & Co will provide the Member with the following services:
- Discounted Marketplace Fees;
- unlimited Virtual Teams;
- Online Support Services;
- the Market Concierge Service; and/or
- access to future updates and upgrades
- Additional Services.
Crowd & Co will provide the Members with the following additional services (each an Additional Service) and the Member acknowledges that such Additional Services will incur an additional fee:
- Access to offers from Crowd & Co's partners:
- Background Check;
- Co-working space for Lawyer members; and
- new 'optional' features for which Crowd & Co notifies the Member, from time-to-time.
- Payment Services
The Legal Services Buyer acknowledges that Crowd & Co may change its third party service provider for payment services without notice.
4. Membership conditions
- The Member:
- Must use the Marketplace strictly in accordance with this agreement;
- Is solely responsible for any use (and any misuse) of the Marketplace;
- Must not:
- Create a derivative work of the Marketplace by any means whatsoever;
- Decompile, disassemble or reverse engineer the Marketplace or allow or cause a third party to do the same;
- modify any information or data contained in the Marketplace;
- use data mining or similar data gathering tools to copy any of the data available via the Marketplace;
- interfere with or disrupt the integrity or performance of the Marketplace;
- modify, adapt, publish, communicate to the public, copy, distribute, reproduce or create derivative works of the Marketplace (or any data or materials made available to the Members via the Marketplace), or any part thereof; and
- do any other act that infringes the copyright in the Marketplace.
- Subject to clause 8, Legal Services Buyers and Lawyers that are introduced, sourced or engaged via the Marketplace must manage any engagement and payment for performance of each Assignment and any further work they do together exclusively via the Marketplace.
- Whilst a Member of Crowd & Co the Member will not directly or indirectly on his or her own or on behalf of others in any capacity induce or attempt to induce a client of another Member or of a Legal Services Buyer to purchase Legal Services directly from him or herself.
- The Member acknowledges that changes to the Marketplace functionality, and the related services, may be made at any time and without notice to the Member. Without limiting the foregoing, Crowd & Co will use reasonable endeavours to provide Members with prior notice of any major changes to the Marketplace or related services that may adversely impact upon Members (such notice may be provided on the Marketplace).
5. Legal Services Buyer Responsibilities
- The Legal Services Buyer must only use the Marketplace, as follows:
- To post Assignments;
- To find and contact suitable Lawyers for Assignments and to negotiate and enter into Specific Engagement Agreements with Lawyers;
- To manage their Assignments;
- To facilitate the payment of amounts owed to Lawyers and Crowd & Co; and
- use all other functionality and the additional services as they come online in the manner in which they were intended.
- The Legal Services Buyer is solely responsible for determining whether to engage the Lawyer and enter into a Specific Engagement Agreement for a Assignment and the Legal Services Buyer must make its own assessment (including by performing appropriate background checks) and satisfy itself as to the accuracy, completeness, currency, and reliability of any information provided by other Members via the Marketplace and the legality of undertaking a particular Assignment, including any potential conflicts of interest arising from the engagement.
- Subject to Crowd & Co being engaged by the Legal Services Buyer to perform a BackgroundCheck and other than the checks performed in accordance with the Vetting Process, the Legal Services Buyer acknowledges that Crowd & Co has not performed an extensive background, conflict, police or reference checks of any Lawyer, checked whether any Lawyer has been or currently subject to an insolvency event or checked the accuracy, currency or completeness of any information uploaded to the Marketplace by Members.
- Nothing in this agreement requires Crowd & Co to independently confirm the accuracy, currency or completeness of materials or facts uploaded by Members to the Marketplace.
- Crowd & Co may (without liability or prior notice to the Legal Services Buyer) remove or modify any content uploaded by the Legal Services Buyer to the Marketplace that Crowd & Co believes on reasonable grounds breaches this Agreement, any law or a third party's rights.
- The Legal Services Buyer is responsible for all back-up of files and material of the Legal Services Buyer and Crowd & Co is not liable to the Legal Services Buyer for any loss of data.
- The Legal Services Buyer acknowledges that the transmission of information over the internet is not completely secure or error free. The Legal Services Buyer must use discretion in deciding what information to upload to the Marketplace.
- The Legal Services Buyer is responsible for keeping its login details safe and secure to prevent mis-use of their subscription, access to their user account, Assignments and information transmitted through the Marketplace.
6. Lawyer Responsibilities
- The Lawyer must only use the Marketplace, as follows:
- To pitch for Assignments;
- To find and suitable Assignments and to negotiate and enter into Specific Engagement Agreements with Legal Service Buyers;
- To manage their Assignments;
- To facilitate the submission of invoices and payments of amounts owed to Lawyers; and
- Use all other functionality and the additional services as they come online in the manner in which they were intended.
- The Lawyer is solely responsible for determining whether an Assignment is appropriate for them and enter into a Specific Engagement Agreement for a Assignment and the Lawyer must make its own assessment and satisfy itself as to the accuracy, completeness, currency, and reliability of any information provided by other Members via the Marketplace and the legality of undertaking a particular Assignment, including any potential conflicts of interest arising from the engagement.
- Nothing in this agreement requires Crowd & Co to independently confirm the accuracy, currency or completeness of materials or facts uploaded by Members to the Marketplace.
- Crowd & Co may (without liability or prior notice to the Lawyer) remove or modify any content uploaded by the Legal Services Buyer to the Marketplace that Crowd & Co believes on reasonable grounds breaches this Agreement, any law or a third party's rights.
- The Lawyer acknowledges that the transmission of information over the internet is not completely secure or error free. The Legal Services Buyer must use discretion in deciding what information to upload to the Marketplace.
- The Lawyer is responsible for keeping its login details safe and secure to prevent mis-use of their subscription, access to their user account, Assignments and information transmitted through the Marketplace.
7. Connecting with a Lawyer
The Lawyer acknowledges and agrees that:
- The Marketplace is a forum which enables Lawyers to find project based work and through which Legal Services Buyers can find Lawyers with the necessary expertise;
- The Lawyers are not employees of Crowd & Co;
- The Lawyers selected by the Legal Services Buyer will be solely responsible for providing the Legal Services associated with the Assignment;
- The Legal Services Buyer is solely responsible for negotiating the terms of any Specific Engagement Agreement that it is considering entering into with a Lawyer;
- The Legal Services Buyer is responsible for taking the appropriate steps to check if there are any conflicts;
- The terms of the relevant Specific Engagement Agreement govern the relationship between the Legal Services Buyer and the relevant Lawyer in relation to the relevant Assignment;
- Crowd & Co has no control over the quality, performance or timeliness of the services performed pursuant to the Specific Engagement Agreement and the Legal Services Buyer is solely responsible for enforcing any rights it may have against the Lawyer, or any other Member, in connection with a Assignment under the relevant Specific Engagement Agreement or at law; and
- The Lawyer will use best endeavours to diligently and promptly perform its obligations under a Specific Engagement Agreement.
8. Exclusivity and Placement Fee
- Members must not entice, advise or encourage (directly or indirectly) any other Member to engage in conduct that would breach this agreement.
- If a Legal Services Buyer (or any of its Related Bodies Corporate) offers a Placement to a Lawyer:
- Introduced, sourced and/or previously engaged by the Legal Services Buyer to perform Legal Services via the Marketplace and the Lawyer is an active Member (a restricted individual); and
- The Placement is accepted by the restricted individual,
The Legal Services Buyer must pay Crowd & Co the Placement Fee. This applies for a period of six months following termination of this agreement.
- If a Legal Services Buyer has not complied with the requirement under clause 7(b), other than an entitlement to the Placement Fee, Crowd & Co may revoke the Legal Services Buyer's right to use the Marketplace in the future.
- The Member must pay, where applicable, the following fees to Crowd & Co:
- The Subscription Fee; and
- The Marketplace Fee.
- If Crowd & Co agrees to provide Additional Services, the Member must pay any costs associated with the Additional Services as notified from time to time, either on the Marketplace or directly in writing.
- Payment of the Marketplace Fee is to be made at the same time the Lawyer Fees are paid by the Legal Services Buyer to the Lawyer via the Marketplace and the Marketplace will automatically facilitate payment of the Marketplace Fee to Crowd & Co.
- Payment of the Subscription Fee is to be paid monthly in advance to Crowd & Co.
- For the avoidance of doubt, the Legal Services Buyer acknowledges that all Lawyer Fees must be paid to each Lawyer by the Legal Services Buyer via the Marketplace and pursuant to the terms of the relevant Specific Engagement Agreement, unless otherwise agreed with Crowd & Co.
- The Legal Services Buyer acknowledges that the Lawyer Fee, Marketplace Fee or Subscription Fee do not include any Bank Fees payable on amounts transferred in relation to any services or any Lawyer Fees and these amount are in addition to any fees owing to a Lawyer or Crowd & Co and will payable upon payment of any amount due under this agreement or to a Lawyer.
If the Legal Services Buyer fails to pay the Lawyer Fees or any other amounts due under this agreement or a Specific Engagement Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, Crowd & Co may suspend or revoke the Legal Services Buyers access to the Marketplace, including Legal Services Buyer's authority to use the Marketplace to process any additional payments or obtain any additional Legal Services. Without limiting other available remedies, Legal Services Buyer must pay Crowd & Co upon demand for amounts owed under this agreement, plus interest on the outstanding amount at 1.5% per month, plus lawyer's fees and other costs of collection to the extent permitted by applicable law.
11. Intellectual Property Rights
The Members acknowledge and agree that:
- Crowd & Co owns and retains all Intellectual Property Rights in the Marketplace;
- There is no transfer of Intellectual Property Rights to the Members of the Marketplace;
- The Member must immediately notify Crowd & Co if it becomes aware of any actual, suspected or anticipated infringement of the Intellectual Property Rights owned or licensed by Crowd & Co in relation to the Marketplace and related services;
- If Crowd & Co, in its absolute discretion, chooses to commence proceedings in relation to the infringement of its Intellectual Property Rights, the Member must render all necessary and reasonable assistance in relation to such proceedings; and
- All intellectual Property in any Assignment or work product relating to a Assignment shall be governed by the Specific Engagement Agreement and Crowd & Co has no rights in that Intellectual Property.
12. Crowd & Co's warranties and limitation of liability
Crowd & Co warrants to the Member that:
- It is entitled to enter into this agreement and perform its obligations under this agreement;
- It has all rights, and interest in the Marketpalce required to offer the Marketplace Services and is entitled to grant the rights expressed in this agreement;
- Crowd & Co provides no warranty or guarantee and makes no representation that the Marketplace and related services:
- Will be uninterrupted, error free or available at all times, or that any defects will be corrected;
- Are fit for a particular purpose;
- Are accurate, up to date or complete;
- Will be compatible with the Member's hardware, software and other systems;
- Will not impact the performance of other services, hardware software and systems and those of third parties;
- Will be secure from unauthorised access;
- Will not contain any viruses or disruptive code; and
- Will not infringe any person's rights (including Intellectual Property Rights).
- The Member agrees that the Marketplace is provided on an "as is" and "as available" basis and the Members use the Marketplace at their own risk and agrees that it has:
- Not relied on any statement, representation, warranty, conduct or undertaking made or given by Crowd & Co or any person on its behalf, other than those set out in this clause 14;
- Relied on its own skill and judgement in deciding to use the Marketplace and enter into this agreement; and
- Performed its own due diligence and inquiries to determine the suitability of Members with whom it interacts or otherwise engages via the Marketplace.
- The Member further agrees that:
- To the fullest extent permitted by law, Crowd & Co is not liable for any loss or damage of any kind or under any head of damage whether in contract, tort, by way of indemnity or under any other common law or statutory regime including under negligence, arising from or in connection with your use of the Marketplace, its content, the Services and engagements arranged with Lawyers through the Marketplace;
- The Marketplace may contain links to other websites (linked websites). Those links are provided by Crowd & Co for convenience only and Crowd & Co is not responsible for the content or privacy practices associated with linked websites. Crowd & Co's links with linked websites should not be construed as an endorsement, approval or recommendation by Crowd & Co of those linked websites; and
- The content provided on the Marketplace and any quote obtained as a result of using the Marketplace does not constitute advice as to the suitability of any Lawyer for the Legal Services Buyer's particular requirements or as to the quality of any service, the skill, qualification or reliability of any Lawyer who may provide the Legal Services Buyer with a quote as a result of the Legal Services Buyer's use of the Marketplace and Crowd & Co makes no warranty or representation about these matters. The Legal Services Buyer should seek independent advice or undertake research personally to determine if the Lawyer is appropriate for their individual needs. The Legal Services Buyer should satisfy themselves as the competence, solvency and insurances of any Lawyer they decide to engage as a result of a connection made through the Marketplace and Crowd & Co disclaims any an all liability relating thereto.
You will indemnify, defend, and hold harmless Crowd & Co, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable lawyer's fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Member against an Indemnified Party relating to:
- Use of the Marketplace and the Services used by you or your agents, including any payment obligations incurred through use of the Site Services;
- Any Specific Engagement Agreement entered into by you or your agents, including, but not limited to, the classification of a Lawyer as an independent contractor; the classification of Crowd & Co as an employer or joint employer of a Lawyer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits;
- Failure to comply with this agreement by you or your agents;
- Failure to comply with applicable law by you or your agents;
- Negligence, willful misconduct, or fraud by you or your agents; and
- Defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
In addition to the recognition that Crowd & Co is not a party to any contract between the Legal Services Buyer and Lawyer, you hereby release Crowd & Co, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Legal Services provided to the Legal Services Buyer by a Lawyer and requests for refunds based upon disputes.
- The Member agrees that it:
- Must keep Confidential Information confidential and secure at all times;
- Shall not use the Confidential Information for any purpose other than to exercise its rights and carrying out its obligations under this agreement; and
- Shall not, without the prior written approval of the party whose Confidential Information is to be disclosed, disclose that party's Confidential Information to any third party, unless:
- Required to do so by law;
- Required to do so by the rules of a stock exchange; or
- The other party has provided its consent; and
- And only to the extent that it is so required; and
- Shall only disclose the Confidential Information to its employees, contractors or agents on a need to know basis, and shall use all reasonable endeavours to ensure that its employees, contractors and agents comply with the obligations of confidence set out in this clause, as if it were such party under this agreement.
- Crowd & Co agrees that it shall not use Confidential Information for any other purpose other than to exercise its right and carry out its obligations under this agreement.
17. Termination and Suspension
- A party may terminate this agreement immediately by notice in writing if:
- The other party is in breach of any term of this agreement and such breach is not remedied within 30 days of notification by such party to the other party of such breach;
- The other party is in breach of any warranty specified in this agreement and such breach is not remedied within 14 days of notification by such party to the other party of such breach;
- The Member bypasses the Marketplace for Placements and Payments; or
- The other party has breached a term or warranty of this agreement and that breach is not capable of being remedied.
- If this agreement expires or is terminated, the Legal Services Buyer must:
- Subject to clause 18, cease use of the Marketplace;
- Return or destroy all Confidential Information in its possession, custody or control; and
- Pay all outstanding Subscription Fees, Marketplace Fees associated with any 'live' Assignments still being completed or any other fees for services, rendered by Crowd & Co as at the date of termination.
- Upon termination, Crowd & Co shall immediately cease providing any ancillary services and the Subscriber Services, including those set out in clause 3(c) relating to the Marketplace.
- Crowd & Co reserves the right at any time to:
- Suspend or discontinue any aspect of the Marketplace (including its functionality) without notice, including in order to conduct maintenance or to implement updates; and
- Suspend or limit (in full or in part) a Member's access to the Marketplace at any time without liability or prior notice to the Member, including if:
- The Member is in breach of this Agreement;
- A dispute between the Members has not been resolved and the matter has been referred to an arbitrator; or
- Crowd & Co is concerned by any feedback or low ratings the Member is receiving in connection with any Assignments.
18. Governing Law
- The agreement constituted by this agreement shall be governed by and construed in accordance with the law from time to time in New South Wales, Australia.
- The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales and the Courts that hear appeals from those Courts.
Each notice authorised or required to be given to a party shall be in writing and may be delivered via the Marketplace.
If any provision of this agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their terms.
21. Entire agreement
- This agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this agreement.
- All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this agreement.
In this agreement, unless the context requires:
- Bank Fee means a transaction fee calculated as the Lawyer Fee plus Marketplace Fee multiplied by:
- 1.75% + 30 cents for Visa and MasterCard;
- 2.90% for PayPal;
- 0.5% for direct debit; or
- 0.0% for bank transfers.
- Confidential Information means:
- Information concerning the business of the Member or Crowd & Co, its methods of operating, financial information and results and marketing strategies;
- Information concerning Crowd & Co's plans, strategies and forecasts;
- Information belonging or relating to a Legal Services Buyer's clients and potential clients including but not limited to identities of the Legal Services Buyer's clients and details of legal engagements; and
- Other information designated as confidential by the Legal Services Buyer or Crowd & Co
- CV Check means a verification of the Lawyers background, which includes:
- Identification, police, professional membership, education checks; and
- Employment history;
- Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, including but not limited to all rights comprised in any copyright (including future copyright and rights in the nature of or analogous to copyright), patent, design, trade mark, circuit layout whether at common law or conferred by statute, whether or not now existing, and whether registered or registrable and including any rights to apply for registration, and rights to protect trade secrets, know-how, goodwill or Confidential Information for the full period of such rights and any renewals or extensions;
- Lawyer Fee means the amounts payable by the Legal Services Buyer to a Lawyer in relation to a particular Assignment, as agreed by the Legal Services Buyer and the relevant Lawyer set out in the Marketplace and in the relevant Specific Engagement Agreement;
- Legal Services means the services provided by the Lawyer to the Legal Services Buyer in relation to a Assignment and pursuant to a Specific Engagement Agreement;
- Market Concierge Service means services included as part of the Subscription Fee provided to the Legal Services Buyer, which may vary from time to time and may include:Confidential Information means:
- Account management: designated point of contact; and
- Member support: via phone, chat and email with escalation paths from member support to account manager to executive.
- Marketplace means the online marketplace available at www.crowdandco.com, www.crowdandco.com.au and www.crowdandco.co.uk.
- Marketplace Fee means:
- Where the Member is a Legal Services Buyer, it must pay to Crowd & Co a fee that is calculated as a maximum of 12.5% of the total value of the applicable Lawyer Fees (inclusive of GST) or other fee as agreed between Crowd & Co and the Legal Services Buyer; and
- Where the Member is a Lawyer, it must pay to Crowd & Co a fee that is calculated as 1.5% of the Lawyer Fee (inclusive of GST).
- Member means all users of the Marketplace, being Legal Services Buyers and Lawyers;
- Online Support Service means access to a support services via online chat or email between 8.30am-5.00pm, with same day response; for after hour support calls responses shall be the next business day;
- Personal Information has the same meaning as in the Privacy Act 1988 (Cth);
- Placement means employment or engagement of any kind with a Lawyer introduced and/or sourced through the Marketplace;
- Placement Fee means a fee of 11.5% of 50% of the annual salary (inclusive) of the Lawyer in the event that the Lawyer becomes a permanent employee of the Legal Services Buyer or is engaged in any way outside the Marketplace and is payable to Crowd & Co by the Legal Services Buyer and does not include any Bank Fees;
- Assignment means an assignment/job for Legal Services which is posted and awarded to a Lawyer through the Marketplace;
- PromisePay means PromisePay Pty Ltd (ACN 167 436 722);
- PromisePay User Terms means PromisePay's terms and conditions for the use of its services as amended from time to time;
- Services means those services set out in clause 3 or any anciliary services in connection with the Marketpalce;
- Subscription Fee means: the fee payable in accordance with the Subscription Services Agreement.
- Specific Engagement Agreement means the agreement governing the services to be performed by the Lawyer for the Legal Services Buyer in connection with a Assignment as arranged through the Marketplace that must expressly state that all payments relating to a Assignment are made via the Marketplace unless first agreed in writing with Crowd & Co
- Vetting Process means the checks that Crowd & Co performs at the time a Lawyer applies to join the Marketplace, including a review of the Lawyer's profile to ensure it is consistent with social proof (i.e. LinkedIn profile), or review of a curriculum vitae supplied by the Lawyer (CV) if Crowd & Co considers it necessary or appropriate to review the Lawyer's CV, or vouches provided by persons who know the Lawyer (using social proof and/or making contact with the voucher) and checking that the Lawyer's practicing certificate is current at the time of applying to join the Marketplace; and
- Virtual Teams means the ability to create your own virtual teams within the Marketplace.
If at any anytime additional payment options are available, Crowd & Co shall notify the Legal Services Buyer of the additional option and the transaction fee applicable.