General Terms and Conditions of Service for Providers
  1. Overview
    1. Key Content, LP, incorporated in Canada, whose registered office is situated at 40 University Ave. 904, and holder of the Canadian Business Identity Number 290218924 (“Key Content”) provides through (the “Website”) an online service platform that offers writers, photographers, designers, video makers, translators, editors, revisors, managers, consultants, developers and other related professionals (individually, “Providers”) opportunities to write, create, produce, translate, edit, revise, manage, advise and/or develop, as applicable, Content on the subject and in the manner requested by Key Content by means of an Order (as defined below) based on the requests of its clients (“Clients”), in return for a fee whenever such Content or Consultancy is accepted by Key Content subject to the prior acceptance of the same by its Clients.
    2. Key Content is fully authorized to manage and use the Website with no limitations. Any provision, representation or obligation regarding these terms and conditions shall only and solely apply to Key Content. Provider’s commercial relationship is only with and strictly limited to Key Content. Provider waives any right to any claim to any third party.
    3. 1.3 These terms and conditions (“Ts&Cs”), as updated, shall apply to any agreement between Key Content and Provider for the supply by Provider to Key Content of Content or Consultancy upon Provider’s express or implied acceptance of an Order. These Ts&Cs shall not need to be expressly referenced in the Order. Provider shall be bound by these Ts&Cs from the moment he/she agrees to them upon his/her registration as Provider in the Website.
    4. Except for mutually agreed upon technical and commercial terms that are specific to each particular Order, no inconsistent, conflicting or additional term or condition in any document shall be applicable to any relationship between Key Content and Provider and these Ts&Cs shall exclusively govern.
    5. Provider is an independent contractor that whenever engaged by Key Content for the supply of any particular Content will be compensated by Key Content for its work in accordance with these Ts&Cs. Key Content may then license the Content to its Client or any other third party under its sole discretion.
    6. Provider agrees and acknowledges it shall not have any use or exploitation rights (including publication rights) in relation with supplied Content. Key Content and/or its Client or any third party to which the supplied Content was licensed by Key Content under these Ts&Cs may freely decide not to publish the supplied Content without stating the reasons for such decision, and if published, they reserve the right to cancel such publishing at any time.
    7. 1.7 Provider agrees and acknowledges that further to the General Terms and Conditions for Clients set forth in the Website, in certain cases Clients may have the right to reject Content requested to Key Content. Consequently, Key Content reserves the right to reject any Content supplied by Provider. The non-acceptance of Content by a Client or Key Content will result in Provider’s forfeit of his/her right to payment.
    8. Provider has no right to disclose, publish or distribute in any way the instructions or specifications set forth in an Order without the prior written authorization of Key Content, and agrees to keep in strict confidence all information contained in an Order, including without limitation the identity, guidelines, request and any related documentation of any Client.
  2. Registration
    1. To serve as Provider to Key Content, access the Website as such, view certain contents, participate in the work offers and/or eventually obtain Orders for the supply of Content, Provider must register through the Website [or another method provided for by Key Content] and apply for a Provider’s account (“Account”). To register, Provider must complete the online form set forth therein for that purpose, providing information such as name, address, e-mail address and payment information, among other. By registering, Provider accepts all Key Content’s General Terms and Conditions of Service for Provider in force at the moment of registration. Provider represents and warrants that all provided information is accurate, current, valid, complete and true. Provider agrees to keep such information up-to-date.
    2. The registration process shall be complete upon (i) Key Content’s verification of the e-mail address provided by Provider, and (ii) a satisfactory qualification of Provider’s skills discretionally determined by Key Content based on an evaluation of Provider’s abilities. For such purpose, Provider shall be requested to undergo a quality test, which may consist in the creation of new and original pieces of content related to one or several topics as discretionally determined by Key Content.
    3. The performance of such test by Provider does not entitle Provider to any payment by Key Content in relation with produced Content or rendered Consultancy, and tacitly authorizes Key Content to use the same for the purposes of the registration process. Unless otherwise indicated, Key Content shall use such material solely for the purposes of the registration process and not for publication or sale to Clients, in which case Provider must be previously informed and these Ts&Cs shall apply.
    4. Upon completion of the registration process, Key Content may open an Account for Provider on the Website or other registration system in place.
    5. Provider may modify its registration information at any time, as necessary.
    6. Provider’s Account, which enables Provider’s to receive work offers and access to the online service platform and related opportunities, shall have an indeterminate duration and both Provider and Key Content may cancel it in accordance with the provisions set forth in paragraph 11 of these Ts&Cs.
    7. Provider agrees and acknowledges it has no right to be registered with the Website, and/or granted with an Account. Key Content reserves the irrevocable right to discretionally accept or reject any Provider registration request, suspend (temporarily or permanently) or cancel a Provider’s Account at any time and without prior notice or any liability whatsoever towards respective Provider.
  3. Orders and Ordering Process
    1. Whenever a Client submits a request to Key Content for the production of any content, Key Content may assign the production of all or part of such content to one or more Providers, indistinctly, or to whomever at Key Content’s entire discretion appears to be most qualified for the performance of the requested work.
    2. Key Content will inform of such request for the supply of Content to (i) all Providers (“Open Orders”), (ii) a specific group of Providers (“Group Orders”), or (iii) a selected Provider (“Direct Order”), through e-mail or any means available on the Website. Upon such informing of the request, Key Content will specify the requirements for such content, including without limitation: its nature, theme, length, style, keywords, language, desired level of quality, estimated fee, deadline/timeframe for delivery and any relevant Client information, specific instruction or condition, if applicable (“Order”).
    3. Providers shall have a maximum timeframe to accept a Direct or a Group Order, after which if not accepted, Key Content may re-submit it to another Provider or Providers. Key Content may withdraw the Order until its acceptance by a Provider. Providers are required to confirm acceptance of a placed Order in writing [through the same means by which the Order was published by Key Content], as applicable. For clarity it should be noted that there is no direct contract formed between the Client and Provider. Only between Client and Key Content and between Key Content and Provider.
  4. Quality and Timely Delivery of Content
    1. Once an Order has been accepted by Provider, Provider should proceed to produce the Content or render Consultancy according to the specifications provided in such Order. The produced Content or provided Consultancy shall be submitted to Key Content for its approval by the means indicated in the Order, such as e-mail or a Website messaging system.
    2. Provider shall submit the corresponding Content or Consultancy for approval on or before the deadline indicated in the Order.
    3. The supplied Content or Consultancy shall comply in full with the specifications of the Order.
    4. Failure to deliver the requested Content or Consultancy in due time or in accordance with the specifications of the Order for any cause attributable to Provider shall be considered a breach of its obligations under these Ts&Cs and its commercial relationship with Key Content, and passible of the consequences indicated therefor by applicable law. Such failure shall mean Provider forfeits its right to payment for the supply of the requested Content or Consultancy. Provider shall be fully liable for any damages incurred by and any claims from Clients to Key Content consequent of his/her untimely or unsatisfactory delivery of Content or Consultancy to Key Content.
    5. In the event that difficulties are encountered or envisaged by Provider for the proper and/or timely delivery of the requested Content or Consultancy, Provider is obliged to immediately contact Key Content and report the respective situation.
    6. Upon a Client’s request, Key Content may change the specifications and guidelines set forth in the Order, provided that such modification is requested by Key Content to Provider during the first half of the total time initially agreed for delivery of the requested Content or Consultancy. Any request for modifications which surpasses such timeframe shall tacitly extend the delivery deadline by a period equal to the time which has elapsed since the initial request was made. Provider’s refusal to comply with such modifications shall mean Provider forfeits his/her right to payment for the supply of the requested Content or Consultancy.
  5. Ground Rules
    1. Provider may not submit any Content or Consultancy which: is harmful to minors; advises, advocates, incites, instructs, contributes to or otherwise foments violence or any other illegal activity; infringes or violates the copyrights, patents, trademarks, service marks, names or trade secrets, or any other intellectual property rights or rights to privacy or publicity held by third parties or Key Content; seeks to confuse, is essentially false, misleading or inaccurate; promotes, engenders or comprises inappropriate, harassing, abusive, immoral, defamatory, libelous, threatening, aberrant, obscene, indecent, vulgar, pornographic or otherwise unacceptable or illegal activity or content.
    2. Provider agrees to submit only their own, carefully produced, Content or Consultancy for which they hold all rights of use and exploitation. The use of automatic production, generation, edition or translation tools is not permitted.
    3. In case of any breach of the obligations under this paragraph 5, the provisions set forth in paragraph 7.2 shall apply.
  6. Use and Exploitation Rights’ Transfer
    1. Property rights on Content or Consultancy shall be transferred from the Provider to Key Content upon the former´s submittal or delivery of such Content or Consultancy (regardless if completed or parts) to the latter. Key Content accepts and shall own all rights relating to the Content or Consultancy, including but not limited to the sole and exclusive rights of reproduction, distribution, rental, exhibition, publication, presentation, communication, storage, transmission, processing, transformation, modification, creation, creation of derivative works, inclusion, editing, adaptation, and licensing, in all their forms and, in general, any kind of exploitation thereof which may take place by any means known or unknown, upon the Provider’s submittal or delivery to it. Key Content reserves the exclusive right to register copyright of such Content or Consultancy in the name of Key Content or any Client and/or licensee of Key Content.
    2. The production and delivery of the Content or Consultancy shall also tacitly waive any right, including without limitation any moral or personal right, held by Provider to be cited as Provider of the respective text.
    3. The transfer of rights shall apply regardless of whether any third parties – in particular Key Content Clients – are permitted to use the Content or Consultancy for their benefit in return for payment or free of charge.
  7. Entitlement to Transfer Rights
    1. Provider guarantees that he/she is the sole owner of the rights of intellectual property, use and exploitation of the concerned Content or Consultancy and that, consequently, he/she is fully entitled to transfer to Key Content all rights under paragraph 6 of these Ts&Cs. Provider also represents and guarantees that the supplied Content or Consultancy does not infringe the rights of any third parties.
    2. Failure to comply with the foregoing paragraph on the part of Provider gives Key Content the right, at any time, even after having approved and accepted the Content or Consultancy or paid Provider, to reject the Content or Consultancy, to demand corrections and to enforce any rights and claims applicable against Provider by virtue of these Ts&Cs and applicable law. Any payment made by Key Content to the Provider in virtue of the defective Content or Consultancy, shall be immediately fully reimbursed to Key Content plus applicable default interest. Furthermore, Provider shall fully indemnify Key Content against any claims and expenses which may be incurred thereby due to any breach by Provider.
  8. Content or Consultancy Acceptance; Corrections
    1. Key Content shall only deem to accept the Content or Consultancy if so notified in writing by it to the Provider.
    2. Should the Content or Consultancy supplied by Provider not conform to the specifications of the Order, be defective, untimely or inaccurate in any way, Key Content reserves the right to (i) request Provider to carry out corrections within the timescale it stipulates therefor, (ii) carry out the corrections at the expense of Provider, or (iii) reject the Content or Consultancy, rescind the Order and terminate the related commercial relationship with Provider. Key Content holds full discretion on the acceptance or rejection of any Content or Consultancy. Provider agrees and acknowledges that final acceptance by Key Content of the Content or Consultancy is subject to Client’s acceptance of the same, and that Client may also request Key Content to request revisions or modifications to the Content or Consultancy. Final acceptance or not by Key Content of any submitted Content or Consultancy or revision of the same shall be communicated to Provider.
    3. Provider agrees and acknowledges Key Content’s lack of obligation to accept his/her Content or Consultancy and that he/she does not hold any right to demand acceptance of its Content or Consultancy.
    4. Provider shall be informed of the reasons for rejection of the Content or Consultancy.
    5. After rescinding the Order, Key Content may reassign the same to another Provider.
  9. Compensation and Payment
    1. Provider shall be entitled to receive the compensation agreed upon in the Order upon completion of the Order, delivery of the Content or Consultancy and acceptance of such by Key Content (and its respective Client, if applicable).
    2. Provider’s compensation shall be solely as set forth in the Order.
    3. Compensation set forth in an Order may be determined by Key Content by: (i) a fixed amount, or (ii) a fixed amount per word, multiplied by the number of words in the accepted text with a certain word/amount limit.
    4. Provider shall bear responsibility for any transfer fees or taxes arising from payments in relation with any service provided under these Ts&Cs.
  10. Payment Timescale
    1. Payments of agreed compensation shall be made on the timescale provided for in the following paragraph, once Key Content has confirmed acceptance of the Content or Consultancy [and upon Key Content’s receipt of payment by the Client for such Content or Consultancy].
    2. Payment shall only be due upon presentation of the corresponding invoice by Provider, whether it is sent to or automatically generated by Key Content.
    3. Payments shall be made through the method specified in the Order.
    4. Provider will be required to complete a personal account profile with the necessary payment details for Key Content to be able to process the corresponding payments successfully. Failure to provide such information may result in delay or forfeiture of payment.
    5. As a general rule, invoices are paid within 60 days (NET 60), unless Provider decides to postpone its payment to a future payment date, within the range permitted. Transfers of the invoiced amount shall be made, at Key Content’s option, on the 1st day of each month. If such date is a holiday, the transfer shall be made on the following business day. The time of receipt into the account specified by Provider is subject to the conditions of the accounts concerned. Key Content reserves the right to make payment at a later date if there is good reason or in an event of force majeure. Provider or receiver, if different, shall bear all fees and costs arising out the funds’ transfer.
  11. Cancellation of Provider’s Account
    1. Both Provider and Key Content may cancel Provider’s Account at any time without giving reasons.
    2. Any breach of these Ts&Cs or of applicable law by Provider shall give rise to the immediate cancellation of Provider’s Account, and, upon Key Content´s sole discretion, suspension or termination of any ongoing Order and ban of Provider from the Website’s platform.
    3. Upon cancellation of a Provider’s account, Key Content will remove all login details and other personal information corresponding to Provider.
  12. Confidentiality
    1. As regards third parties, Provider shall treat as confidential any information to which they have access through their relationship with Key Content and undertakes to:
      1. Use this information in a confidential manner.
      2. Never disclose or communicate the information provided.
      3. Prevent copying or disclosure of this information to others.
      4. Restrict their employees’ and subcontractors’ access to the information, to the extent reasonably necessary for fulfilment of the agreed tasks.
      5. Never use the information or parts thereof for purposes other than the performance of services agreed upon with Key Content.
      6. Provider shall be liable for any breach of this obligation, either by them or their employees or subcontractors.
  13. Client Contact
    1. Provider agrees and acknowledges that attempting to establish a business relationship independently of Key Content with any Client thereof is prohibited, and that Provider has no right to directly or indirectly contact Clients other than through Key Content.
    2. Any attempt by Provider to contact a Client, shall result in the cancellation of Provider’s Account, and, upon Key Content´s sole discretion, suspension or termination of any ongoing Order and ban of Provider from the Website’s platform.
    3. Provider will be obliged to pay to Key Content a €20,000.00 (twenty thousand euros) penalty fee for any and each attempt to contact a Client, in addition to any further compensation owed for damages and loss of profits and goodwill to Key Content. This provision shall apply during the period Provider remains registered as such on the Website until a minimum period of two years after termination of such registration, regardless of the cause of the same.
  14. Updates and Modifications to these General Terms and Conditions
    1. Key Content reserves the right to update and amend these Ts&Cs at any time at its own discretion by posting the updated Ts&Cs on its Website, and informing registered Providers of such update by e-mail to Provider’s e-mail address listed in the respective Provider’s registration Account or by the Website messaging system, if applicable.
    2. The updated Ts&Cs will be effective upon posting such updates on the Website, and in relation with registered Providers, if Provider has raised no objection in writing or de-registered from the Website as a Provider within [seven calendar days] after receipt of the update notice, it shall be deemed that Provider accepts the new Ts&Cs, which shall be deemed effective as of the date indicated by Key Content in the updated Ts&Cs and applicable to any ongoing Order. In the event Provider objects to accept the updated Ts&Cs, Key Content shall be entitled to terminate any relationship between the parties with immediate effect and de-register Provider from the Website, without any liability whatsoever towards. Orders accepted before the change in the Ts&Cs shall be governed by the Ts&Cs in effect at the time of acceptance and Provider shall be obliged to comply with the Order as accepted.
  15. Username and Password
    1. Provider agrees and acknowledges that if Key Content by means of its Website provides Provider any login/user name and password, such information shall remain the sole and exclusive property of Key Content and will only been provided to Provider as a revocable license. Provider shall keep the same confidential.
  16. Warranty Disclaimer
    1. The services of the online platform made available by the Website, the use of the online platform and all opportunities offered by Key Content contained therein are provided on an ‘as is, as available’ basis without warranty of any kind, either express or implied, including but not limited to, any implied warranties of fitness for a particular purpose, quality, suitability, truth, accuracy or completeness, title, or non-infringement other than those which are implied by and incapable of exclusion, restriction or modification under applicable law.
    2. Provider expressly agrees that use of the Website, its online platform or any of the services contained therein or related service is at Provider’s discretion and at its own and sole risk. No oral or written information or advice given by Key Content, or the employees or affiliates of Key Content shall create or imply a warranty or in any way increase the scope of liability of Key Content. Key Content is not responsible to Provider for any transmission problems of downloaded or otherwise used content of the Website or any form of Website downtime. Key Content does not warrant that the online platform service will be uninterrupted, timely, secure, or error-free or that defects in or on the same will be corrected. Provider also acknowledges and agrees that it will be solely responsible for any damage to its computer system or loss of data that results from the download or use of material or data which you may find in or on the Website’s online platform.
  17. Liability Limitation
    1. In no event will Key Content or its members, managers, officers, employees, agents affiliates, and assigns of same be liable to Provider, or any other third party for- any direct, indirect, incidental, punitive, or consequential, damages, including, without limitation, damages for loss of profits or goodwill, business interruption, loss of programs or information, and the like, arising out of the use of or inability to use the website, its online platform, the services or any information, or transactions provided or offered on this website or downloaded from the same, whether such liability is asserted on the basis of contract, tort or otherwise, even if Key Content or its authorized representatives have been advised of the possibility of such damages, or- any claim attributable to errors, omissions, or other inaccuracies in or on this website and/or online platform, the services and/or listings or information downloaded, provided, or offered through this website and/or online platform.
    2. This website is only a platform. Each registered Provider on or with this website is solely responsible for its own account, profile and content. Also, each Provider is solely responsible for the quality, accuracy and legality of its Content or Consultancy.
    3. Key Content, its members, managers, officers, employees, agents’ affiliates, and assigns of same are in no way responsible for any of Provider’s Content or Consultancy sent or submitted through the Website. This website is in no way responsible for any consequence(s) if any of Provider’s Content or Consultancy are rejected or denied according to this website’s standards or discretions or if Provider’s work is not published or used later.
  18. Indemnity
    1. Provider agrees to defend, indemnify, and hold harmless Key Content, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, liabilities, and other costs, including, without limitation, reasonable legal, attorneys’ and accounting fees, reasonably incurred in the defense of any claim or suit arising out of or otherwise related to these Ts&Cs, including, without limitation, any breach by Provider of these Ts&Cs. Key Content will promptly notify Provider by e-mail of any such claim or suit, and cooperate fully, at your expense, in the defense of such claim or suit. Key Content may participate in the defense of such claim or defense at its own expense, and choose its own attorney or other legal counsel, but is not forced or obligated to do so.
  19. General Provisions
    1. The location for the performance of all obligations arising from these Ts&Cs shall be the registered office of Key Content.
    2. This Agreement shall be governed by and applicable law shall be Canadian law.
    3. For any present or future litigation resulting from the relationship between Key Content and Provider, the parties shall submit their claims to the Courts of Toronto, Ontario, Canada. Key Content shall also be entitled to make claims in the jurisdiction of the domicile of Provider.
    4. Should one or more of the provisions hereof become, now or in the future, ineffective or unenforceable, this shall not affect the validity of the remaining provisions of these Ts&Cs
    5. The language of these Ts&Cs is English.
    6. Any notice required to be given under these Ts&Cs to Provider may be provided by e-mail to the e-mail address informed by Provider upon registration, by a general posting by Key Content on the Website or by the Website’s messaging system.
    7. Any notice required to be given under these Ts&Cs to Key Content may be provided by e-mail to the e-mail address indicated by Key Content herein:
    8. These Ts&Cs constitute the entire agreement between Key Content and Provider with respect to Provider’s registration Provider’s Account, offers of Orders and the supply of Content or Consultancy services, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matters. No amendment to or modification of these Ts&Cs shall be binding unless in writing and signed by both parties. You acknowledge, represent and warrant that you have read these Ts&Cs and agree to be bound by them as part of and in consideration of using this Website and, if you have registered, of your registration as a Provider on this Website.
    9. You can view the Website’s terms of use and privacy policy by going to the Website and clicking on the “Legal” and “Privacy” link. Please read the Terms of Use and Privacy Policy in full before accessing and or using this Website.
  20. This document was last updated on May 11, 2020