This Advisorate Service Agreement (this "Agreement") sets forth the terms and conditions under which Advisorate, ("Advisorate or "we"), provides services through this website, as further described in this Agreement (the "Service"). Please read this Agreement carefully. It constitutes a binding legal agreement between you and Advisorate. Advisorate is the exclusive property of Posiwise SPRL, 15 rue des Hirondelles, Brussels, Belgium, VAT BE 550.561.409
In these terms we call this web site, any successor web sites or application (together, the “Site”) and the service we provide the Advisorate Service”. The Advisorate Service includes your use of the Site.
YOU ACKNOWLEDGE AND AGREE THAT BY CREATING AN ACCOUNT YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, "you" and "your" will refer to that company or other legal entity.
Description of the Service
The Advisorate Service collects your information and enables users of the Advisorate Service (“Users”) to view certain information, see your portfolio, and contact you through the Site.
The Advisorate Service provides an online marketplace that enables people or entities (“Clients”) looking to hire professionals to select and engage with people or entities prepared to perform that service (“Consultants”). The Site may not be used for any other purpose.
Through the Site, Advisorate works with Clients to issue “Request for Proposal”, (“RFP”), invite bids from Consultants (“Proposals”), review competitive bids, choose a suitable Consultant and award a contract (“Contract”).
Collectively, the process of issuing a Request for Proposal by a Client, receiving Proposals from Consultants, evaluating Consultant Proposals and awarding a Contract by the Client to a Consultant shall be called “Transaction”
Consultants are not the employees or agents of Advisorate. Companies registered on Advisorate may have a commercial relationship with Advisorate. However, Advisorate is not involved in agreements between Users or in the representation of Users in dealing with Clients and individual projects or consulting briefs.
At no point may Advisorate be held liable for the actions or omissions of any Consultant performing services for you.
Advisorate is not a referral service.
Advisorate does not select or endorse any individual Consultant to service a Client, nor any Client to appoint or engage a Consultant. While Advisorate uses commercially reasonable efforts to verify that our registered Users are qualified professionals, we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any User. Advisorate does not warrant or guarantee that Users are covered by professional liability insurance.
Advisorate encourages Clients to research any potential Consultant before engaging in any service. Advisorate encourages Consultants to research any Clients before accepting projects.
Advisorate does not vouch for any of its Users; including Clients and Consultants. Providing a service where companies and consultants can meet does not imply an endorsement of any subscribing Consultant or Client. Advisorate does not sanction statements a User may post on the system.
Advisorate Does Not Guarantee Results. Advisorate will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Site, and any use or reliance on User-Generated Content is solely at your own risk.
If you register for an account on the Advisorate Service (“User Account“), you agree to (i) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (ii) maintain the security of your password; (iii) maintain and promptly update the Registration Data, and any other information you provide to Advisorate, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to Advisorate. You are responsible for all activity on your Advisorate account, and for all charges incurred by your Advisorate account.
Using the Service
By using the Service, you acknowledge and agree that:
(a) Certain material accessible through the Service is provided to third parties and we are not responsible for such material or its interpretation or use; and
(b) where the Service provides the facility to enter into transactions with third parties, you acknowledge that we are not involved in the actual transaction with between Clients and Consultants and as a result have no control over the Services requested or performed or content posted on the Site>
If you operate a Advisorate User Account, and/or comment on, post material to, post links on or otherwise make (or allow any third party to make) material available by means of the Website and or Applications (collectively called “Content”), you are entirely responsible for the that Content and any harm resulting from that Content. That is regardless of whether the Content in question constitutes (but not limited to) text, graphics, an audio file or computer software. By making Content available, you represent and warrant that:
(a) the Content is not considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
(b) the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
(c) if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
(d) you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
(e) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
(f) the Content is not spam, is not machine or randomly generated and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or further unlawful acts;
(g) your User Account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods;
(h) your User Account is not named in a manner that misleads users into thinking that you are another person or company;
(i) the Content will not cause you or us to breach any law, regulation, rule, code or other legal obligation; and
(j) the Content will not bring us, or the Site into disrepute.
By submitting Content for inclusion in your User Account or to the Site, you grant us a world-wide, royalty free, and non-exclusive license to use that content in any way (including without limitation, reproducing, changing and communicating the Content) and permit us to authorise any other person to do the same thing. If you delete any Content, we will use reasonable efforts to remove it from the Site, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, we reserve the right (though not the obligation) to, in our sole discretion (i) refuse or remove any content that, in our reasonable opinion, violates any of our policies or agreements or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Service to any individual or entity for any reason, in our sole discretion.
License to Use the Advisorate Service
Subject to your compliance with the terms and conditions of this Agreement, Advisorate hereby grants you a non-exclusive license, with no right to sublicense, to copy and install the Advisorate platform on any website that you own or control or operate on behalf of a third party for the sole purpose of using the Service in connection with such websites. The foregoing license includes the right to use any documentation and other materials provided by Advisorate to enable you to use the Advisorate Service and to access and use the Service to view analytical reports generated by the Service for such websites.
You will not nor will you allow any third party to (i) modify, adapt, translate or otherwise create derivative works based on the Advisorate Service; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the Advisorate Service; (iii) rent, lease, sell, assign, distribute or otherwise transfer rights in the Advisorate Service or offer the Service on a timesharing, service bureau or hosted service basis; or (iv) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Advisorate Service. You will comply with all applicable laws and regulations in your access to and use of the Advisorate Service.
Entering into a Transaction
Clients and Consultants Transact directly with each other. We are not a party to the Transaction. When entering into a Transaction, the following process will occur.
(a) A Request for Proposal has to be issued. To prepare an RFP, a Client will need to sign into the Site and Create a New Request
(b) The RFP may need to contain information to assist the Consultant formulate a view on the requirements of the Project.
(c) Once completed, the RFP will issued to all suitable Consultants registered on the Advisorate and have indicated their capability to provide consulting services in the locations specified on the RFP
(d) Consultants are notified via their nominated email address that a Client has issued an RFP for a Project. A Consultant can indicate their desire to participate and prepare a Proposal in response to the RFP. A Consultant can also choose not participate. A Consultant can modify a Proposal as many times as required provided it is not after the deadline for Consultants to submit their bids. A Consultant is not under any obligation to submit a proposal
(e) When the deadline for submitting bids has elapsed, the Client can choose a Consultant based on the Proposal responses and award the Contract. A Client is not under any obligation to award a Contract for a Project to a Consultant if it is deemed that the Proposals did not address the RFP adequately.
(f) The Client and Consultant may need to sign a Project Agreement between both parties.
The Project Agreement may incorporate the terms, conditions, rules, policies and guidelines governing the provision of Project services between the Client and Consultant. It may need to be signed as soon as the Client awards the Contract to the successful Consultant.
You acknowledge that Advisorate does not endorse or recommend any particular Consultant, nor do we vouch for the accuracy or completeness of the information provided by Consultants in relation to Projects. You must make your evaluation of the accuracy or completeness of the information, opinion, advice or other Content made through the Site.
We do not guarantee that Consultants will respond to an RFP and, in the event that no Consultants respond with a Proposal, you will be required to find alternative means to undertake a Project.
You are solely responsible for the suitability of any transactions which you enter into by means of the Site. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any Transaction. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
You acknowledge that we do not accept any responsibility or liability for any failure or delay on the part of any Consultant in providing Project services to you nor are we responsible for any acts or omissions of any other person in the course of a Project.
When using the Site, you agree to
(a) Issue an RFP in good faith and with the full intention of awarding a Contract and participating in a Project and not any other purposes such as market research.
(b) Provide all necessary information required for Consultants to prepare a comprehensive Proposal in response to your RFP;
(c) Respond to all enquiries from Consultants in regards to an RFP as soon as possible and share any material changes or new information with all Consultants who have indicated their desire to prepare a Proposal;
(d) Provide all necessary information required of the successful Consultant in accordance with the Project Agreement; and
(e) Deliver all payments for Project services delivered to you as per the Project Agreement, unless the Consultant has materially changed or deviated from the Project Agreement
When using the Site, you agree not to
(f) Circumvent or manipulate the fee structure or billing process agreed to in the Project Agreement; and
(g) Download or aggregate Consultant information from the Site for the purpose of communicating or engaging with Consultants external to the Site other than in support of the Transaction.
You acknowledge that Advisorate does not endorse or recommend any particular Consultant, nor do we vouch for the accuracy or completeness of the information provided by third parties in relation to Projects.
You will be notified via your nominated email when a Client issues an RFP, however you can choose to decline participation and not submit a Proposal in response to the RFP.
You are solely responsible for the suitability of any transactions which you enter into by means of the Site. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any transaction. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
You acknowledge that we do not accept any responsibility or liability for any failure or delay on the part of any Client in regards to the Project process nor are we responsible for any acts or omissions of any other person in the course of a Project.
A Transaction can be cancelled at any point during the RFP process, a Contract has been awarded or even after the Project Agreement has been signed. You acknowledge that it is the Client’s discretion and that we have no influence or responsibility over the completion of a Transaction.
You will have direct access to any Client, and will have account responsibility for the Project if your Proposal is successful. Accordingly, all decisions and activities relating to the work will be your responsibility (including but not restricted to client liaison, pitch preparation, marketing, investor engagement, scheduling, assisting with logistics and attending meetings as required by the introduced client), as well as retaining absolute discretion over setting your fees and recovering costs for each Project.
The decision to appoint you will be at the sole discretion of the Client. We are not responsible for the delivery of the contracted Project, nor liable for any resulting fees owing as a result of a client engaging your services. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
In addition to the below, when using the Site, you agree to the following terms and conditions:
(a) To respond to an RFP in good faith and with full intention of been appropriately qualified and adequately resourced to meet Client’s requirements;
(b) Provide all necessary information required for Client to make an impartial and objective decision in regards to awarding the Contract;
(c) Respond to all enquiries from the Client in regards to an RFP in a timely manner;
(d) Provide all necessary information required for the Client prepare for the Project in accordance with the Project Agreement;
(e) Invoice the client (via our Site) appropriately as determined by the Project Agreement; and
(f) Deliver to Advisorate the fee based on a portion of total Consultant fees earned from any Contracts awarded to your through the Advisorate Site.
When using the Site, you agree not to:
(g) Circumvent or manipulate the fee structure or billing process agreed to in the Project Agreement;
(h) Download or aggregate Client or Consultant information from the Site for the purpose of communicating or engaging with Consultants external to the Site other than in support of the Transaction;
(i) circumvent the Project Transaction process for future roadshows with current and prospective Clients;
(j) Use information shared with you through the Site to engage directly in any activity deemed as being in competition with us;
Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Advisorate reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (i) terminate your license to use the Advisorate Service; (ii) block or prevent your future access to and use of all or any portion of the Advisorate Service; (iii) change, suspend or discontinue any aspect of the Advisorate Service; and (iv) impose limits on the Advisorate Service.
FeesAdvisorate charges consultants 10 per cent of any project fees for business sources through the Site.
Other charges for the use of the Advisorate Service, including subscription rates for Premium or Agency accounts are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Advisorate Service, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
Unless otherwise stated, all fees quoted are in U.S. Dollars (USD).
A Consultant is responsible for paying any taxes, including any goods and services or value added taxes resulting from Projects, which maybe applicable in their legal jurisdiction.
Advisorate is a company incorporated in Australia, all fees earned by us from Australian Clients will be subject to a 0% Goods and Services Tax (GST) on all fees, which will be shown separately on all invoices.
Consultants and Clients are responsible for obtaining their own tax advice with regard to dealing with the Australian Tax Office, or for any transactions completed through the Site.
Refunds and Remedies
A Client is not entitled to a refund if they change their mind about the Project service they asked for. For cancelled Contracts, and subject to the terms set out in the Project Agreement, a Client maybe entitled to a refund for unconsumed Services. A Client may also be entitled to a refund if the Service has a major problem such as:
(a) A Consultant failing to disclose information that would have stopped the Client from awarding the Contract had they known about it;
(b) A Consultant disclosing that it is unable to deliver on the terms of Project Agreement and Advisorate is not able to identify a suitable replacement within a reasonable time;
(c) A Consultant being deemed to have significantly deviated from the terms and conditions set out in the Project Agreement. In order for a Client to receive a refund under these circumstances, the dispute shall first be subject to a mediation process arranged through Advisorate, the costs of which are to be paid equally by both parties to the dispute. Subject to the results of the mediation process, a Client maybe refunded. You acknowledge and agree that we do not participate in the Transaction.
You further acknowledge and agree that
(d) in the event that dispute arises between a Client and a Consultant in relation to a Transaction, we are not under any obligation to become involved or otherwise participate in such a dispute except to facilitate the dispute mediation process as set out in the Project Agreement; and
(e) You hereby release Advisorate, its officers, employees and agents from claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way related to such disputes and/or the Service.
To the maximum extent permitted by law, in no event shall we be liable for any direct and indirect loss, damage or expense of every kind and nature arising out of or in any way related to such disputes and/or the Service, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.
(f) Furthermore, any liability on our part, or on the part of our officers, employees or agents for damages for or in respect of any claim arising out of or in connection with the relationship established by this agreement or any conduct under it, other than any liability which is totally excluded by paragraphs (d) and (e), as well as terms outlined under ‘2. The Service’ hereof, shall not in any event (and whether or not such liability results from or involves negligence) exceed five hundred U.S. dollars (USD$500).
Communication with Members
If you send a message to a Advisorate member, you agree to (i) be interested in hiring that member for the services they mention on their profile; (ii) not contact members with non relevant opportunities for them; and (iii) not contact members with an invitation to join a competing website. You are responsible for all information that you provide in your message.
We use your personal information to operate, maintain, and improve our sites, products, and services. We use your personal information to respond to comments and questions and provide customer service. We use your personal information to provide and deliver products and services customers request. We also use your personal information to send you notifications about the service and to respond to customer support requests. You can access and change your personal information by logging in to your account settings page.
Our marketing emails tell you how to “opt-out.” If you opt out, we may still send you non-marketing emails. Non-marketing emails include emails about your accounts and our business dealings with you.
You can typically remove and reject cookies from our Site with your browser settings. Many browsers are set to accept cookies until you change your settings. If you remove or reject our cookies, it could affect how our Site works for you.
If Advisorate sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Advisorate may transfer your information to the party or parties involved in the transaction as part of that transaction.
Advisorate uses a range of commercially reasonable measures to safeguard Personal Information in its possession against loss, theft and unauthorized use, disclosure or modification. However, no one can guarantee the complete safety of your information. Please immediately notify us if you believe there may be an issue or a problem regarding the integrity of your information by contacting us.
The Advisorate website may also be linked to sites operated by third parties, and may carry advertisements or offer content, functionality, games or applications developed and maintained by third parties. Some of these third party sites may be co-branded with a Advisorate logo, even though they are not operated or maintained by us.
Ownership, Copyright, & Trademarks
The Advisorate website and all works comprised in it are copyright and no part of it may in any form or by any means (including without limitation, electronic, mechanical, micro copying, photocopying, recording, scanning or otherwise) be modified, reproduced, stored in a retrieval system, published, broadcast, distributed or transmitted without prior written permission of Advisorate.
All rights are reserved and no express or implied licence to use any part of these works is granted to any person without the express prior written consent of Advisorate. Any implied licence to use any part of these works is expressly negatived.
Termination and Account Cancellation
If you breach any of this Agreement, Advisorate will have the right to suspend or disable your Account or terminate this Agreement, at its sole discretion and without prior notice to you. Advisorate reserves the right to revoke your access to and use of the Service at any time, with or without cause. You may cancel your Account at any time.
The Site, the Content, the Add-ons and the Services are provided to you on an “as is” basis without warranties from Advisorate of any kind, either express or implied. Advisorate expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Advisorate does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.
While Advisorate attempts to make your access to and use of the Services safe, Advisorate does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components.
Limitation of Liability & Indemnity
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE Advisorate SERVICE REMAINS WITH YOU. NEITHER Advisorate NOR ANY OTHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL), OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE Advisorate SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Advisorate HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL Advisorate'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE Advisorate SERVICE EXCEED FIVE HUNDRED U.S. DOLLARS ($500). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Advisorate AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD Advisorate, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WHITOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR RELATING TO: (i) YOUR USE OF OR ACCESS TO THE Advisorate SERVICE: (ii) YOUR BREACH OF THIS AGREEMENT; OR (iii) YOUR VIOLATION OF APPLICABLE LAWS, RULES OF REGULATIONS IN CONNECTION WITH YOUR USE OF THE SERVICE .
(a) The parties shall endeavour to settle any dispute arising out of or relating to this agreement, including with regard to its existence, validity or termination, by mediation administered by the Australian Disputes Centre before having recourse to arbitration or litigation.
(b) The mediation shall be conducted in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation operating at the time the matter is referred (the Guidelines).
(c) The terms of the Guidelines are hereby deemed incorporated into this agreement.
(d) This clause shall survive termination of this agreement.
Advisorate reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given: (i) by Advisorate via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Advisorate may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Advisorate, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Advisorate regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Advisorate regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.
Last updated: June 24, 2016
If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. Our failure or delay in enforcing any provision of these Terms at any time does not waive its right to enforce the same or any other provision(s) in the future.
These Terms are governed by the laws of Australia, and each party submits to the jurisdiction of the Australian (NSW) laws.
Questions & Comments
If you have any questions about this Agreement, please let us know.