This agreement is effective as of: September 1, 2017.
This User Agreement (the “Agreement”) is a contract between you (“you” or “User”) and TBCA Technologies Systems Limited (“TBCA”). You must read, agree with and accept all stated terms and conditions contained within this agreement in order to use our website (located at www.tbca.ng), all affiliated websites, mobile apps and related services (the “TBCA Platform”). You agree that by clicking “Register”, “Sign Up” or “Join TBCA”, YOU ARE AGREEING TO ENTER A LEGALLY BINDING CONTRACT with TBCA. If you do not accept this agreement in its entirety, you may not access the TBCA platform and you must not click “Register”, “Sign Up” or “Join TBCA”.
2. The TBCA Platform
The services are not for use by anyone under the age of 18. TBCA is available to legal entities and persons who are at least 18 (eighteen) years old. To use the service, you agree that:
- You must be at least 18 years old.
- You will only have one TBCA Consultant account which must be in your real name.
- You will only have one TBCA Client account which must include the registered name of the company
- You have not been previously banned (on any account) by TBCA
2.2 Understanding the TBCA Platform
The TBCA platforms enables Users to buy and sell professional services online. Our application connects clients and independent consultants together. Clients posts projects or engagements online and independent consultants bid for the project or are invited by the client to bid on a project. If a Client accepts an Independent Consultant’s bid, a service contract is formed directly between the Client and the Independent Consultant. The client shall pay TBCA in advance and TBCA shall hold the received payments on behalf of the Independent Consultant. TBCA’s service charge shall be deducted and the balance will consequently be paid to the Independent Consultant for the project once the Client has determined that the project and all associated milestones has been completed and both parties have rated and reviewed each other on the platform.
2.3 Your Account
The user agrees:
- to Keep their password confidential and secure and choose a strong password
- that TBCA is not responsible for ensuring and maintaining the confidentiality and security of your TBCA account password
- that TBCA must be notified in any instance where you suspect that your password may have been compromised
- to comply with all applicable import and export control laws, tax laws and third party rights related to the TBCA platform.
- to use real and verifiable identity information.
- that each TBCA account must be utilized by only one person and must not be transferrable to another party
- Whatever details you fill in this form would be taken as official records and TBCA reserves the right to terminate an account containing false information.
- that TBCA reserves the right to perform audits and validate user information at any time. You authorize TBCA and any nominated third party by TBCA to take necessary actions to validate your identity, mobile number, email address, bank accounts and other details provided on the platform. Users must provide copies of government issued ID at our request.
- that TBCA does not provide a warranty to each user’s purported identity. TBCA does not guarantee the identity of each user on the website.
- to be banned if they partake in an off-platform transaction. An off-platform transaction between the Independent Consultant and the Client may result in termination of the user accounts of both the Independent Consultant and the Client. TBCA reserves the right to activate the user account if all related TBCA Service Charges and accrued fees are paid in full into TBCA’s account. If there are any current projects being performed for the Client or performed by the Independent Consultant, TBCA reserves the right to allow the current projects to close or to immediately end them.
- that you are responsible for anything that happens through the use of your account.
- consent to the use of electronic means to complete this agreement and to deliver any notices that may arise pursuant to this agreement. No modification or amendment to this agreement shall be binding on TBCA unless an authorized representative of TBCA consents in writing (excluding email, Short Message Services or chat applications).
- The User agrees to be automatically added to our TBCA newsletter list. The terms of service in this Agreement supersedes any discussions, agreements, representation or communications between Users. The failure or delay to exercise any right in this Agreement does not constitute a waiver of such right or claim.
2.4 Acknowledgment of TBCA’s Role
The user agrees and understands that:
- TBCA is a platform where users or account holders may act as Clients or Independent Consultants;
- TBCA is not a party to any service contract between Clients and Independent Consultants
- they are not an employee of TBCA and TBCA is not responsible for supervising or reviewing the User’s services or deliverables
- TBCA has no control over the services promised or rendered by independent consultants.
- Users may only use the platform to enact obligations under this agreement and any Service Contract entered into between the Client and Independent Consultant
- TBCA shall not be liable for any breach related to service contracts or omissions by any users
- TBCA is not responsible for the capability, qualifications or reliability of any Independent Consultant.
- TBCA reserves the right to make any changes to the platform.
- TBCA reserves all proprietary rights to the TBCA Platforms.
As a client, If you enter a service Contract with an independent consultant, you agree to pay us all applicable fees and taxes. Any failure to pay these fees, will result in the termination of your account with us.
TBCA Service charge fees are non-refundable. This applies regardless of if the service contract between the Independent Consultant and the Client were fulfilled or satisfactorily completed. The Client is fully responsible for determining if an Independent Consultant has completed the project and all stated milestones. Also, you agree that:
- Your payment may be subject to foreign exchange fees or exchange rates differentials.
- We may calculate taxes payable by you based on the billing information that is provided to us
- TBCA reserves the right to place temporary or permanent hold on funds if fraud or a cybercrime is suspected. The hold shall be released only when it has been concluded that no such fraud occurred. In cases where fraud has occurred, the appropriate authorities shall be contacted and the fullest extent of the law shall be pursued.
- TBCA has no responsibility to determine, remit or withhold any taxes applicable to Independent Consultant Fees.
- TBCA has the right but not the obligation to monitor, review or audit an Independent Consultant’s compliance with applicable tax laws.
- All project charges are based on the charge-out rate of the Independent Consultant.
Once a withdrawal is initiated by an Independent Consultant or a Client, it may take up to Fifteen (15) working days before the User receives the payment. During this period, we would process your payment and also take additional actions to ensure fraud has not taken place. TBCA reserves the right to deduct all applicable bank or transfer fees from the amount you receive.
2.6 Completion of Milestones
When a Client posts a project on the platform and accepts the bid of an independent consultant, the Client shall pay TBCA the full agreed amount between the Client and the Independent Consultant. TBCA shall hold the fee until the Client confirms through the platform that the Independent Consultant has completed the stated milestones and the project is closed. The Client and Independent Consultant agrees that they will not receive interest or any earnings on the funds.
2.7 TBCA Service Charge
TBCA reserves the right to charge either the Client or Independent Contractor or both the Client and the Independent Consultant a fee for the technology and related software services. This fee is equal to 20% of Client’s payments and/or 20% of the Independent Consultant’s earnings. TBCA reserves the right to amend the rate at anytime without providing any explanation or justification.
You agree to keep your contact information up to date. We will provide notices to you either through the application or as a message sent to the contact information provided (e.g Email, mobile number or Linkedin account)
2.9 Sharing of project details
Where we have made settings available about restricting public access to project details, we will try our best to honor your selected settings.
We are not obligated to publish any project detail and can remove projects or project details with or without notice.
3. User Obligations
TBCA is not party of any contract between Clients and Independent consultants. TBCA does not provide services or manage the work of individual consultants. The highest standard of professionalism toward each other is expected of all Users of the platform. Users may be held legally responsible for any damages suffered by TBCA or by other users as a result of defamatory comments or reviews posted on the platform. Users shall not use information from the site for any other purposes and shall not knowingly or unknowingly engage in uploading or attaching malicious or unknown files into the platform. Independent Consultants are not to work on more than 2 client projects at the same time. Users agree they will not create a false identity, misrepresent their qualifications, current or previous positions on TBCA. Users also agree they will not use an image that is not their likeness as a head-shot photo on their TBCA Account.
4. Project Postings and Bids
English is the acceptable language of use on the TBCA platform. All projects posted must be in English Language and must accurately describe the services requested. No project posting should suggest, contain or enable payments for current or future service outside of the TBCA platform. Project postings must not violate the intellectual property rights or service terms of third parties and be free of advertisements or offensive language.
All details and information provided in the profile of a User must be accurate and verifiable. TBCA reserves the right to verify or select a third party to verify the information provided in the User’s profile and bid.
By placing a bid on a project, the Independent Consultant acknowledges and attests to have the requisite skills, competencies and abilities to perform requested service within the duration from the proposed start date to the proposed end date as agreed by both parties in The Service Contract.
TBCA does not review content provided by our Users. You agree that TBCA is not responsible for User’s content or information. There may be some instances where some users may try to misuse our service, you agree and acknowledge that TBCA is not responsible and cannot be held responsible for such misuse.
5. Service Availability
We may edit, change or discontinue any service provided on the TBCA platform. TBCA has no obligation to store or provide you a copy of any content that you provide on the platform.
6. Ratings and Reviews
- TBCA only relies on the cumulative ratings and reviews from both Clients and Independent Consultants to determine if either party can remain on the platform. TBCA is not responsible for any review or rating. TBCA does not censor any rating or review and does not investigate any of the remarks for reliability. You agree that all feedback given to an Independent Consultant by a Client, or by an Independent Consultant to a Client shall be public and viewable to any User or visitor on the platform. Users may be legally responsible for any defamatory or legally actionable remarks. Soliciting an inflamed or non-objective rating or review is a violation to this agreement. Falsifying feedback or blackmailing a User by threat of a negative feedback is in violation of this agreement.
7. Enforcement of Terms of Service
TBCA has the right to terminate your account if we believe you are in breach of the contract or any part of these terms of service. Once your account has been suspended or terminated, you are not permitted to use the TBCA platform under a different account or alias. You are also not allowed to register under a new account.
Any confidential documents that have been provided by the clients must be returned by the Independent Consultants immediately upon termination or deactivation of your User account.
8. TBCA Enterprise Account
An Enterprise Account is an account managed by TBCA on behalf of an anonymous third party. Payment for an Enterprise Account must be done within 30 days after the project or engagement has been closed. This is a premium service which shall attract an extra fee.
9. Service Contract – Terms of Service between Client and Independent Consultant
Users agree that they shall not make representations, warranties or enter into any contracts on behalf of TBCA.
The independent consultant shall exhibit values of integrity and high ethical standards. The independent consultant shall be professional always, shall keep to time and shall deliver all agreed milestones on the project. All independent consultants are not employees of TBCA or the client.
The client shall pay the independent consultant all agreed fees, and all fees shall be paid through the TBCA platform. Once TBCA receives the payment then the project can officially start. The client’s project budget will be visible to the consultants on the platform.
9.2 Project Creep: Additional work
Any work that is beyond the milestones and defined project scope must be created as an additional task on the TBCA platform and paid through the platform. The client understands that the Independent Consultant is not an employee and may have other clients to serve; hence a fair notice for a project extension will be required.
9.3 Client Files & Confidentiality
A client may grant an independent consultant the right to use various confidential information for the purpose of the project. All details exchanged between the client and the independent consultant are confidential and should be treated as such. The independent consultant shall not disclose the confidential information to anyone except to the client and if other independent consultants are engaged in the contract. The confidential information must only be used for the detailed services. The independent consultant shall ensure due care is taken when handling the transport or storage of the confidential information. The independent consultant shall utilise encrypted Removable Media or encrypted Hard disk drives to transport any confidential client information. On completion of the project or if the independent consultant is terminated through the course of the project, the independent consultant shall purge all copies of client files contained in the Independent Consultant’s systems, premises, or on any third party system or premise of which the Independent Consultant has stored such files. This is also inclusive of any equipment under the control of the independent consultant.
9.4 Client Deliverables
The output of the project will be submitted to the client by the independent consultant. The independent consultant shall not incorporate (in the client deliverables) any copyrighted media or intellectual property without appropriate and explicit permission and reference to the owners of the copyright. The project output may be in any form as agreed by the client and the independent consultant. All client deliverables are property of the Independent Consultant until payment has been made by the client and accepted by the independent consultant. The independent consultant agrees to grant the client a full and unconditional license to all elements of the client deliverable, for use in any way the client deems fit. The independent consultant shall transfer ownership of client deliverables including working papers and analysis to the client.
9.5 ‘Stale’ Project
A project shall be marked stale when a considerable length of time has passed from the last message exchange between the Client and the Independent Consultant provided the project is not completed or closed. If the client does not respond to messages from the Independent Consultant within 5 working days, the team from TBCA will endeavour to contact the client. If the client does not respond to TBCA, the project will be tagged as ‘Stale’.
Once a project is tagged ‘Stale’, regardless of if the project has been completed, TBCA reserves the right to release funds from the escrow account of the client and transfer into TBCA Account. TBCA will determine if the independent consultant will receive any of the released funds based on a review of the communications, logs, chats and emails between the Independent Consultant and the Client relating to the specific project.
9.6 Worker Classification
This agreement does not create a partnership or employment between the Client, the Independent Consultants or with TBCA. The Independent Consultant does not have the right to enter or sign contracts on behalf of the client or TBCA. The client and independent consultant will be responsible for all tax payments required under applicable federal laws. The independent consultant and client agree to hold TBCA harmless from any claims, damages, costs, liabilities, attorneys fees, related fees that arise out of a service contract. TBCA does not supervise or control the Independent Consultant’s work or service in any form. TBCA does not provide any equipment to independent consultants for a project.
The independent consultant agrees that TBCA shall not be held for any workers compensation, or unemployment benefits. As an Independent consultant if you are currently employed, ensure it is acceptable by your current employer to work on projects and engage with clients on the TBCA platform. The User agrees to indemnify TBCA from any liability or loss that may occur as a result of any term violations with an existing employer.
9.7 Termination of Service Contract
Either client or Independent consultant may terminate this agreement at any time with or without cause. The client will still be liable to pay for any completed milestones, time spent, mobilisation fee or expenses incurred prior to the effective date of termination. The independent Consultant may terminate the contract at anytime if no payment has been made. In the case where a payment has been made, if the Independent Consultant wants to terminate the contract, all payment has to be refunded and a detailed justification for the termination needs to be sent to ‘ email@example.com ‘.
In cases where 3 terminations are initiated by an Independent customer once a payment has been made, TBCA reserves the right to temporarily or permanently disable the Independent Consultant’s account pending a review of the circumstances of the termination.
9.8 Independent Consultant Status
TBCA reserves the right to terminate an Independent Consultant’s status for any reason including but not limited to consistent poor ratings. In the case where an independent consultant is terminated either by request of the Independent Consultant or by request of TBCA, all remaining funds in the Independent Consultant’s account are withheld pending a review of any open projects, closed projects, paid projects or refunded projects. If the result of the review is clear meaning all projects were delivered, closed properly and there are no client complaints, all funds shall be released within 40 working days to the Independent Consultant with the withdrawal charge deducted. In the case where the result of the review finds the independent consultant wanting, meaning the project was not delivered to the client’s specification or there are any damages incurred by the client as a result of the independent consultant’s work, funds from the independent consultant’s balance shall be withheld to cover any associated or related costs or expenses resulting from the independent consultant’s actions.
In the instance where a termination is performed during the course of an active project, TBCA reserves the right to either allow the current independent consultant complete the project or to immediately remove the current independent consultant and replace with another independent consultant. In the case where a replacement is done, no payments shall be made to the former independent consultant. In the case where the former independent consultant is allowed to finish the project, all funds shall be held for 40 working days after the project is closed.
9.9 Dispute Resolution
During the course of a project, Users can initiate a dispute at anytime before a project is closed or completed. It Is the User’s responsibility to initiate a dispute related to work performed by the Independent Contractor. The client needs to click “Close” or the Independent Consultant needs to click “Quit” on the project page. These actions will turn the status of the project to “Dispute”.
TBCA may request email communications, chat logs or any other communications from both the Client and the Independent Consultant in order to investigate. TBCA Dispute Resolution team will make a final determination on the dispute within 5 working days of receiving all reports and communications evidences from the Users. TBCA shall award a partial or full payment excluding TBCA Service Charge and associated fees to the winning party. TBCA reserves the right to render a conclusion without the reports or evidence if either party fails to provide the requested documents within 3 working days.
All disputes need to be initiated before a project is closed or completed by either party for the dispute process to be effected.
If deadlines are missed and the client is concerned about the quality of work by the independent consultant not meeting expectations, it is the responsibility of the Client to initiate the dispute process. TBCA shall to its best ability offer a new Independent Consultant to complete the task as the result of the dispute resolution in lieu of a full or partial refund.
In the case where a partial or full refund is awarded to the User, the payments shall exclude TBCA’s service charge and associated fees. A full refund will be released to the Client if no work has started while a partial refund will be released if some work has started and agreed milestones have not been delivered by the Independent Consultant.
9.10 Exclusivity period for Follow-on projects
After a Consultant wins an engagement bid from a client, it is mandatory (for a period of 18 months) that all follow-on projects (between the consultant and client) passes through TBCA.
If a client contacts an Independent Consultant or Firm directly for a follow-on project, kindly inform the client to pass the said project through TBCA’s simple system via www.tbca.co
Client: These are the companies or individuals registered under the Company, Client or Enterprise Accounts on TBCA. They post projects or engagements on the TBCA platform.
Independent Consultant: These are the individuals, agencies or companies registered on TBCA under the ‘Consultant’ account. They are not employees of TBCA but are stand-alone entities utilising the TBCA platform and technology to render their service. They place bids for projects on the platform. The term ‘Independent Consultant’ and ‘Consultant’ would be used interchangeably and both have the same meaning.
Users: This is a collective term for Clients and Independent Consultants
Engagement/Project: This is the work item created by a Client for the purpose of receiving bids from consultants, selecting a consultant and allowing the consultant to complete the project.
Charge-out rate: This is the Consultant’s hourly charge, TBCA would only provide recommended ranges based on experience years. The consultant has the full autonomy to select
Client Files: These are documents provided by the client to the consultants to facilitate the project. All files must be considered as confidential
Client Deliverables: These are outputs of the project which a consultant submits to the client
Confidential Information: Privileged and sensitive information that must not be disclosed to anyone outside the scope of the agreement
Effective Date: The date when an agreement takes effect
Services: These are capabilities or skillsets being sold by an Independent Consultant to a client
Trusted: ‘Trusted’ as used in the phrase “Africa’s trusted platform for access to quality independent consultants” means TBCA has taken steps to create a Technology platform and Application that will serve the purpose of connecting consultants and clients.
Non-resolvable disputes: A dispute where a User is not satisfied with the conclusion of the TBCA Dispute Resolution team.
11. Choice of Law
Any (non-resolvable) disputes that may arise out of or relating to this Agreement involving TBCA are subject to Laws of the Federal Republic of Nigeria and will be subject to arbitration or mediation. In cases where arbitration or mediation fails, the Lagos High Court shall have exclusive jurisdiction to determine any dispute.