Catalyst:ED Terms of Service
Purpose of Catalyst:Ed
Catalyst:Ed (“Catalyst:Ed”) is a platform that connects organizations or community groups working in the social sector (“Clients”) – including but not limited to organizations such as: non-profits, social purpose enterprises, community groups, foundations, school districts and state agencies – with individuals and firms (together, “Professionals”) for the completion of specific short-term projects (“Projects”). These Terms of Service (“Agreement”) is a contract between Clients or Professionals and Catalyst:Ed (“Catalyst:Ed”, “we”, “our” or “us”), a Benefit Corporation, registered in the state of Louisiana. Catalyst:Ed may amend this Agreement at any time with thirty (30) days written notice to Clients and Professionals.
Description of Services
Catalyst:Ed provides a number of services (“Services”), including: (1) a service to Clients to find skilled and experienced professionals for specific short-term Projects (“Client services”) and (2) a service to Professionals to find Projects that require their skills and expertise (“Professional services”). Catalyst:Ed may offer additional services and revise any of the Services offered as needed. Based on these services, if a Client and Professional agree on terms under which to undertake a Project, a contract is formed directly between such Client and Professional (“Service Contract”). Catalyst:Ed is not a party to the Service Contract.
By requesting to use Client Services, you acknowledge that you are an authorized employee or official representative of the Client (“Client Representatives”). Client Representatives and Specialists must be at least 18 years old to register for services offered by Catalyst:Ed.
Use of Services
By using our Services, Clients and Professionals (“You”) agree to the following:
- You are solely responsible for, and assume all liability regarding (a) the information and content you contribute to the Catalyst:Ed website (“Website”) and/or Services and (b) your interactions with other users through the Website and/or Services.
- You assume all risk when using the Website or Services, including but not limited to risks associated with any online and offline interactions with others.
- You will promptly report to Catalyst:Ed any violation of the Agreement by others. If you are aware of a breach or potential breach of this Agreement, please submit a confidential report to Catalyst:Ed by sending an email message to: firstname.lastname@example.org.
- You will not provide inaccurate or false information to Catalyst:Ed. You authorize Catalyst:Ed, directly or through third parties, to make any inquiries necessary to validate your information at any time.
- You will not violate any applicable local, state, national or international law.
Additional terms covering Professional Services:
- You acknowledge that in any matters related to this Agreement, you will be acting as an Independent Contractor and not as Catalyst:Ed’s or a Client’s employee, agent, franchisee or servant. Accordingly, You will be solely responsible for all costs incurred by You or Your organization.
- You agree that Catalyst:Ed does not, in any way, supervise, direct, or control your work or Services.
- The Professional Service does not guarantee placement on Projects.
- If You are informed about a Project for a Client by Catalyst:Ed, You agree not to attempt to circumvent Catalyst:Ed’s services and connect directly with the Client.
- If You are matched with a Client through our Professional Service, you agree not to engage with the same Client in subsequent Projects for a period of 24 months (calculated from the start date of the contract when the match is made) without informing Catalyst:Ed.
- You agree to honor the commitment You make to Clients.
- You agree to notify Catalyst:Ed immediately in writing by emailing us at email@example.com if You need to terminate your project for any reason.
Additional terms covering Client Services:
- Catalyst:Ed will make good faith efforts to find Professionals who meet your requirements. The Client Service, however, does not guarantee professional placement on Projects.
- You understand and acknowledge that Catalyst:Ed has no control over Professionals or over the Services promised or rendered by Professionals.
- If you are matched with a Professional through our Client Service, you agree not to engage with the same Professional in subsequent Projects for a period of 24 months (calculated from the start date of the contract when the match is made) without informing Catalyst:Ed.
- You agree to notify Catalyst:Ed immediately in writing by emailing us at firstname.lastname@example.org if you need to terminate your project for any reason.
Payment Terms and Methods
Client or Professionals incur no charges to use Catalyst:Ed to post Projects or to submit bids to work on projects.
Clients may submit a request for a particular project to Catalyst:Ed without any cost through the Website (“Request”). On receiving such a Request, Catalyst:Ed will reach out to Professionals who meet the requirements outlined in the Request to determine interest and availability. Professionals may submit a project bid, including but not limited to location, education credentials, work experience, endorsements, portfolios, and hourly rates (collectively, “Project Bid”) at no cost. Clients may view Project Bids submitted by Professionals, without charge.
If a Project Bid by a Professional is accepted by the Client and the Client and Professional agree to enter into a Service Contract, Catalyst:Ed charges Clients and Professionals a service fee (“Service Fee”) for the service of connecting the two parties. The Service Fee is equivalent to 5% of the value of the Service Contract for Clients and 10% of the value of the Service Contract for Professionals. Catalyst:Ed reserves the right to waive all or a part of the Service Fee for a subset of Clients and/or Professionals for a specified period of time (“Discounted Fee”). Catalyst:Ed also reserves the right to modify the Service Fee upon reasonable prior notice to Clients and Professionals. Any such change will not apply to Projects already under a Service Contract.
After a Project Bid has been accepted, the Client pays Catalyst:Ed the 5% Service Fee (or Discounted Fee as applicable and the Professional pays Catalyst:Ed the 10% service fee (or Discounted Fee as applicable).
If the Client and a Professional matched via Catalyst:Ed decide to continue working together on subsequent projects, the Professional agrees to inform Catalyst:Ed and pay 5% of the project value.
Additionally, Catalyst:Ed offers optional value added services to Clients and Professionals. These value added services are covered under a separate Service Agreement between Catalyst:Ed and the Client or between Catalyst:Ed and the Professional.
If a Client fails to pay amounts due under this Agreement, Catalyst:Ed is not required to make any disbursements to the Professional. Catalyst:Ed will inform the Professional of any delays in payment for any action, including suspension of work-in-progress, as per the Service Contract between the Client and the Professional.
By entering into this Agreement, Clients and Professionals are agreeing to not circumvent payment via Catalyst:Ed. Examples of circumventing payment via Catalyst:Ed could include, but are not limited to: directly submitting proposals to Clients identified through Catalyst:Ed; accepting proposals directly from Professionals identified through Catalyst:Ed; submitting or accepting invoices or payments other than through Catalyst:Ed; and reporting to Catalyst:Ed a project bid amount that is lower than the project bid amount agreed to by the Client and Professional. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Catalyst:Ed by sending an email message to: email@example.com.
As a third party processor, Catalyst:Ed will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to payments for Professional Services by the Client. Professionals and Clients are solely responsible for understanding and evaluating any tax reporting or liability related to the request or delivery of Projects.
Catalyst:Ed is a platform that connects Clients with Professionals for the completion of specific short-term projects. Clients submit a Project Request to Catalyst:Ed through the Website. On receiving such a Request, Catalyst:Ed will use good faith efforts to identify and reach out to Professionals who meet the requirements outlined in the Request. Based on their interest and availability, Professionals may submit a Project Bid to the Client through Catalyst:Ed. Clients agree that they have no obligation to accept any of the Project Bids and the Client’s decision to contract with a Professional is solely at the Client’s own risk. Catalyst:Ed may, at its discretion, require Clients and Professionals to sign non-disclosure agreements prior to sharing certain information with them.
This Agreement anticipates that if a Client accepts a Project Bids submitted by a Professional, the Professional and Client will enter into a Service Contract that classifies the Professional as an independent contractor of the Client.
The Client and Professional agree that Catalyst:Ed is not a party to the Services Contract. Catalyst:Ed does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project delivered by the Professional.
The Client and Professional acknowledge and agree that ownership of work performed by the Professional for the Client is subject to the terms and conditions set forth in the Service Contract between them.
Clients and Professionals agree to rate the performance of counterparties that they transact with (“Ratings”) via a survey form sent by Catalyst:Ed. Clients and Professionals understand that the Counterparties are required to rate their performance as well. Catalyst:Ed will not release Ratings for viewing by the general public and will release Professional Ratings to prospective Clients and Client Ratings with prospective Professionals only with the permission of the rated Professional or Client.
Catalyst:Ed reserves the right to deny its Services to Clients or Professionals who score an aggregated Rating of less than 80%.
Catalyst:Ed reserves the right to verify any information given to us by Professionals or Clients, but is under no obligation to do so. Unless otherwise stated, any information provided by Catalyst:Ed about a Client or Professional is based solely on data submitted by the Client or Professional. Catalyst:Ed provides such information solely for the convenience of its users and such information should not be construed as an introduction, endorsement or recommendation by Catalyst:Ed.
Limitation of Liability
Catalyst:Ed makes no express representations or warranties with regard to the Services, Project, Website or any activities or items related to this Agreement. Catalyst:Ed is not liable for any damages, litigation costs or loss of data, production or revenue to the Client or Professional resulting from the Services Contract. Catalyst:Ed is not responsible or liable for the conduct of Clients or Professionals or for views, opinions and statements expressed by them through its Website.
Clients and Professionals agree to indemnify and hold harmless Catalyst:Ed from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to attorneys' fees, resulting directly or indirectly from a claim by another Client or Professional or any third party that arises in connection with their use of this Website or Services or their acts or omissions in connection with any arrangement between them and another Client or Professional.
Term and Termination
The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with the paragraph below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.
Entire Agreement: This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
Consent to Electronic Notice: You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Catalyst:Ed Platform or Services. Notices hereunder will be invalid unless made in writing and given (a) by Catalyst:Ed via email (in each case to the email address that you provide), (b) a posting on the Catalyst:Ed Website or (c) by you via email to firstname.lastname@example.org or to such other addresses as Catalyst:Ed may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No Waiver: The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
Assignability. You may not assign this Agreement, or any of its rights or obligations hereunder, without Catalyst:Ed’s prior written consent in the form of a written instrument signed by a duly authorized representative of Catalyst:Ed. Catalyst:Ed may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Choice of Law: This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of Louisiana.
Personal Jurisdiction and Venue. You agree that any claim you may have against Catalyst:Ed must be resolved by Louisiana state courts. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
Prevailing Language: The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.