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Service Agreement

1. Service Agreement

You acknowledge and agree this Services Agreement is an integral condition of using the Site for the purposes of exchanging, contracting and delivering engineering and/or other services (as applicable) on the Site. The Services Agreement does not alter, contradict or replace any conditions or terms outlined in the Terms of Services, Copyright and Intellectual Property Infringement Policy and/or the Privacy Policy.
You acknowledge and agree that a Services Agreement (“Contract”) is made between a Enterprise (“a Enterprise”, “the Enterprise”, “Enterprises”) and Engineer (“an Engineer”, “the Engineer”, “Engineers”) when:

An individual registered on the Site as a Client seeks assistance for services by advertising on the Site (“Post a Project”) outlining service requirements for a specific Project and Scope of Work (“Scope of Work”) on a fixed-price or hourly basis;
An Engineer submits an offer (“Proposal”) to the Client offering their services to perform, undertake and deliver the Project at a specific price;
A Client makes an offer to an Engineer (“Make an Offer”, “Hire”) offering to pay for their services based on a specific Project and Scope of Work at a particular price (fixed-price or hourly);
An Engineer accepts an offer(“Accept Offer”, “Accept”) from a Client and agrees to deliver their services for a specific Project and Scope of Work to the Client at a specified and agreed price (fixed-price or hourly);
The Client and Engineer enter into a Services Agreement (“Contract”) for the specific Project and Scope of Work when the Engineer accepts the offer from the Client. The Engineer is contracted to deliver services to an agreed standard and approach that may result in a final work outcome (“Deliverable”, “Deliverables”).

You acknowledge and agree that a Contract is comprised of the following terms, items, arrangements and agreements (as applicable):

The Company Terms of Service, Copyright and IP Infringement Policy, Privacy Policy and this Services Agreement;
The payment terms, budget, hourly rate, milestone payments, budget limits, other specific payment instructions and/or other payment conditions (as applicable) outlined in the Contract agreed between the Client and Engineer;
The Scope of Work outlining the Project services to be delivered as agreed by the Client and Engineer as part of the Contract that may include specific tasks, activities, deliverables, schedules/timeframes, deadlines, reporting and/or other service requirements (as applicable); and
Any other Contract or contractual provisions proposed and accepted by both the Client and the Engineer, to the extent that these provisions agreed do not, and do not assert to, extend to the Company’s obligations or restrict the Company’s rights under the Terms of Service.

The default terms and conditions of the Contract that an Engineer directly enters into with a Client are set forth in the Terms of Service and this Services Agreement, unless otherwise specified and agreed in writing. You may agree and apply different, special or specific terms for a Contract provided such terms do not, and do not asset to, affect or restrict the rights or responsibilities of the Company or violate the Terms of Service and this Services Agreement. The Company is not party to any Contract by or between Clients and/or Engineers and that the formation of a Contract between a Client and Engineer will not, under any circumstance, create an employment or other service relationship between the Company and any Client or Engineer.

2. Clients

You acknowledge and agree that the Company operates a website whereby Clients enter into Contracts with Engineers for a specific Project. You acknowledge and agree that you will pay the Engineer subject to the conditions outlined in the Contract and in accordance with the Company’s Terms of Service and Services Agreement.
You acknowledge and agree that you represent, warrant and commit that there are sufficient funds and/or credit available to complete any payment to an Engineer under afixed-price or hourly Contract (inclusive of milestones).
You acknowledge and agree that monetary transactions between a Client and Engineer as part of a Contract must only be made through the Company Site using the Site’s payment methods. You acknowledge and agree that you must register and submit your legitimate payment account details on the Site.
In entering your payment account details on the Site, you acknowledge and agree that, under the payment account details you register on the Site, you are the account owner or authorized user and are legally authorized to make payments to Engineers for services.
You may enter into a fixed-price Contract with an Engineer on the Site. You acknowledge and agree that you will pay the engineer for the delivery of services outlined under the Contract and will make payment within 72 hours after the completion of the Contract and/or Project.
You may enter into an hourly Contract with an Engineer on the Site. You acknowledge and agree that you will pay the Engineer for the delivery of services outlined under the Contract on a weekly basis (as specified on the site and as applicable or required) and will make payment within 72 hours after the week end date specified on the Site.
You may enter into a fixed-price or hourly Contract with an Engineer and split the schedule, services, tasks and/or budget for the Project into separate milestones. You acknowledge and agree that each milestone outlines a specific service, task, outcome/output, activity, deliverable and/or other requirement (as applicable) with a separate monetary value corresponding to each milestone. You acknowledge and agree that you will pay the Engineer for the delivery of services under the Contract, inclusive of any agreed milestone, and will make payment within 72 hours after the completion of a milestone under the Contract and/or Project.
You acknowledge and agree that, when making payments on the Site, 10% of the service fee of the Engineer for the delivery of services under a fixed-price or hourly Contract is deducted and transferred to the Company as a service fee for operating and maintaining the Site.
You acknowledge and agree that there are transaction, currency conversion and/or withdrawal fees associated with transactions on the Site using third-party payment providers. The Company is not liable or responsible for any such fees charged by any third-party payment provider to you.

3. Engineers

You acknowledge and agree that the Company operates a website whereby Clients enter into Contracts with Engineers for a specific Project. You acknowledge and agree that you will receive payment from a Client subject to the conditions outlined in any Contract and in accordance with the Company’s Terms of Service and this Services Agreement.
You acknowledge and agree that monetary transactions between a Client and Engineer as part of a Contract must only be made through the Company’s Site using the Site’s payment methods. You acknowledge and agree that you must register and submit your legitimate payment account details on the Site.
You acknowledge and agree that, under the payment details you register on the Company Site, you are the account owner or authorized representative and are legally authorized to receive payment for the delivery of services outlined under a Contract.
You may enter into a fixed-price Contract with a Client on the Site. You acknowledge and agree that you will receive payment from the Client for the delivery of services outlined under the Contract within 72 hours after the completion of the Contract and/or Project.
You may enter into an hourly Contract with Client on the Site. You acknowledge and agree that you will receive payment from the Client for the delivery of services outlined under the Contract on a weekly basis (as specified on the site and as applicable or required) within 72 hours after the week end date specified on the Site.
You may enter into a fixed-price or hourly Contract with an Engineer in which the schedule, services, tasks and/or budget for the Project are split into separate milestones. You acknowledge and agree that each milestone outlines a specific service, task, outcome/output, activity, deliverable and/or other requirement (as applicable) with a separate budget or monetary value corresponding to each milestone. You acknowledge and agree that you will receive payment from the Client for the delivery of services under the Contract, inclusive of any agreed milestone, within 72 hours after the completion of a milestone under the Contract and/or Project.
You acknowledge and agree that the Company is in no way liable for any delayed, missing or incorrect payments, or any subsequent claims arising, as a result of payments from Clients for your services under a fixed-price or hourly Contract.
You acknowledge and agree that, when payments are made from a Client to you on the Site, 15% of the fee for your services under a fixed-price or hourly Contract is deducted and transferred to the Company as a service fee for operating and maintaining the Site.
You acknowledge and agree that there are transaction, currency conversion and/or withdrawal fees associated with transactions on the Site using third-party payment providers. The Company is not liable or responsible for any such fees charged by any third-party payment provider to an Engineer.

4. Payments

You acknowledge and agree that once payment is made under a fixed-price or hourly Contract, inclusive of any milestones, the payment and any fees transferred are non-refundable.
Clients acknowledge and agree not to ask your financial institution, bank, credit card company or other payment provider to charge back, for any reason, any Company or Engineer paid pursuant to the Terms of Service and Services Agreement. A chargeback (or refund) in breach of the foregoing condition and obligation is a breach of the Terms of Service. The Company may dispute or appeal the chargeback and exercise legal action if a Client initiates a chargeback in violation of the Terms of Service and Services Agreement and this obligation.
When a Client authorizes payment of service fees to an Engineer under a fixed-price or hourly Contract on the Site, the Client automatically authorizes and instructs the Company to charge a Client’s registered payment method and account. When a Client approves work hours reported by an Engineers under an hourly Contract, the Client automatically authorizes and instructs the Company to charge the Client’s registered payment method and account.

5. Invoices

The Company has no responsibility for determining the necessity of, and for issuing, any formal invoices. Engineers are solely responsible for determining whether it is required by applicable to issue formal invoices for the payment of fees to an Engineer under a Contract.

6. Confidential Information

An Engineer agrees that, during the term of the Contract and thereafter, except as expressly authorized in writing by the Client, you will:

Not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Contract;
Not disclose or permit others to disclose any Confidential Information to any third party without first obtaining the Client’s express written consent; and
Limit access to Confidential Information to an Engineer’s personnel who need to know such information in connection with providing services to the Client.

"Confidential Information" means all information related to Client’s business and prospects or related to Deliverables delivered, or agreed to be delivered from an Engineer to a Client, including, without limitation:

Client Materials;
Trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;
Information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers;
Information regarding the skills and compensation of a Client’s employees, contractors, and any other service providers;
Information designated by a Client, either in writing or orally, as Confidential Information;
The existence of any business discussions, negotiations, or agreements between Client and any third party; and
All such information related to any third party that is disclosed to a Client or to an Engineer during the course of, or in connection with, the Project or pursuant to the Terms of Service and Services Agreement.

Notwithstanding the foregoing, it is understood that an Engineer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Contract, and the Engineer’s own skill, knowledge, know-how, and experience. Confidential Information does not include information that was known to an Engineer prior to the Client's disclosure hereunder or that becomes publicly available through no fault of the Engineer.

7. Representations and Warranties

You, as an Engineer, hereby represent and warrant that:

The Deliverables will be an original work of you, the Engineer, and any third parties will have executed assignment agreement(s) consistent with this Services Agreement prior to being allowed to participate in the development of the Deliverables;
The Deliverables will fully conform to the requirements and terms set forth in the Contract;
Neither the Deliverables, nor any element thereof, will infringe or misappropriate the Intellectual Property Rights of any third party;
Neither the Deliverables, nor any element thereof, will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances;
An Engineer will not grant, directly or indirectly, any rights or interest whatsoever in the Deliverables to third parties;
An Engineer has full right and power to enter into and perform the Contract without the consent of any third party;
An Engineer has an unqualified right to grant the license to all Background Technology as set forth in the subsection titled “License to Background Technology”; and
An Engineer will comply with all laws and regulations applicable to the Engineer’s obligations under the Contract.

8. Taxes

Engineers are solely responsible for determining whether they are required by applicable law to remit to the appropriate authorities any taxes or similar charges applicable to fees paid to an Engineer under a Contract and remitting any such taxes or charges to the appropriate authorities on behalf of yourself or the Company (as appropriate).
You acknowledge and agree to cooperate fully with the Company and provide copies of tax returns and other documents as may reasonably be requested for audit purposes (external, internal or regulatory audits).

9. Service Delivery

You acknowledge and agree that a Scope of Work for a Project constitutes part of a Contract between a Client and Engineer. The Company does not and will not, in any way, manage, direct, instruct, advise or modify the Scope of Work that forms the basis of a Contract between a Client and Engineer.
A Client and/or Engineer may modify the Scope of Work provided there is mutual agreement, consent and written agreement regarding a change to a Scope of Work under a Contract. Any modifications must be updated and agreed on the Site between the Client and Engineer.
The Company does not, and will not, in any way, manage, direct, instruct, supervise, advise or control Engineers delivering services under a Contract. The Company does not, and will not, in any way, direct, instruct or advise Clients to enter into a Contract with a particular Engineer. Clients enter into a Contract with an Engineer of their sole choosing and at their sole discretion. The Company does not make any representations or warranties as to the reliability, capability, qualifications and/or experience of any Engineers on the Site.
Engineers will perform services under a Contract in a professional manner and agree to deliver any agreed Project Deliverables in accordance with the Contract. The means of performing services will be determined and managed by the Engineer.
Clients will provide relevant data, information and Project materials to the Engineer that is necessary to deliver services under a Contract to a high standard that will conform to the requirements outlined in the Scope of Work. All Project data, information and materials, including Deliverables, must be transferred and transmitted via the Company’s Site.
All correspondence between a Client and Engineer must be undertaken through the Site’s correspondence or internal mail system. Any communication or exchange of information, data or messages, including Deliverables, between a Client and Engineer, including correspondence under a fixed-price or hourly Contract, that is undertaken external to the Site is not permitted and cannot be relied upon in the event of a dispute.
The Site permits Clients and Engineers to alter, modify, extend or change a Contract or Scope of Work after a Client and Engineer enter into a Contract. Consent and written agreement from both the Client and Engineer is required before any alterations, modifications, extensions or changes become effective and executed under a Contract.
Any alterations, modifications, extensions or changes to a Contract or Scope of Work is not effective or enforceable if consent and written agreement from both a Client and Engineer is not obtained and evidenced.
Engineers acknowledge and agree that they are responsible for reporting work hours under an hourly Contract on the Site, and commit that any work hours reported are a true, accurate and honest record of actual work hours for the given time period.

10. Independent Contractor Relationship

An Engineer’s relationship with Client will be that of an independent contractor, and nothing in the Contract will be construed to create a partnership, joint venture, or employer-employee relationship. An Engineer is not the agent of a Client and is not authorized to make any representation, contract, or commitment on behalf of the Client. An Engineer will choose the manner and means to perform the services and deliver the Project. An Engineer will provide its own equipment, tools, and other materials at its own expense. An Engineer, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.
An Engineer is solely and exclusively liable for complying with, and making all payments under, all applicable laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, disability, and other contributions based on fees paid to an Engineer under the Contract. Neither the Client, nor the Company, will withhold or make payments for unemployment insurance, or disability insurance contributions or obtain workers’ compensation insurance on an Engineer’s behalf. An Engineer hereby agrees to indemnify and defend Client and Company and our Affiliates against any and all such taxes or contributions, including penalties and interest. An Engineer will provide proof of payment of appropriate taxes on fees paid to the Engineer upon request of a Client or the Company.
In some cases, Engineers may be deemed to be employees under applicable law. If you are not certain that your engagement, through a fixed-price or hourly Contract, is an independent contractor relationship, consult your legal advisor.
The Client is solely responsible for determining whether any Engineer is its independent contractor or employee. Company disclaims any liability for that determination.

11. Dispute resolution

Dispute resolution provisions are described in the Terms of Service. You acknowledge and accept to abide by the dispute resolution terms outlined in the Company’s Terms of Service in regards to any dispute between a Client and Engineer under a Contract.

12. Indemnification

The Engineer will defend, indemnify, and hold harmless a Client against any damage, cost, loss, or expense arising from a claim, suit, or proceeding brought against the Client: (i) alleging that any Deliverables infringes, misappropriates, or otherwise violates any Intellectual Property Rights, or (ii) arising from an Engineer's breach of the terms of a Contract, the Terms of Service and/or Services Agreement.

13. Termination of Service Agreement

A fixed-price Contract is completed and once all services under the Contract are completed and delivered and the Client and Engineer mutually agree to end the Contract.
A Client and/or Engineer can terminate a Contract provided they obtain consent from the other party. A Client or Engineer can terminate a Contract in the event of a material breach of the Company’s Terms of Service, Services Agreement or Contract.
A Client does not have the right to request a refund or recover any payments, including milestone payments, delivered to the Engineers for services delivered prior to termination of the Contract.
An hourly Contract can terminated by either the Client or Engineer, subject to mutual agreement to end the Contract, and immediately in the event that the Contract term has expired, or immediately in the event of a material breach of the Company’s Terms of Service. The Client is obliged to pay the Engineer for services provided, delivered and reported, including Deliverables, to the Client prior to the termination date becoming effective.

14. Exclusions and Limitations of Liability

Except for a violation of section the titled “Confidential Information”, in no event will either an Engineer or Client be liable to the other for any special, indirect, consequential, incidental, or punitive damages pursuant to the Contract, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages.
Notwithstanding any other provision of this Contract, except for a violation of Confidential Information and as provided under the Indemnification section, in no event will either an Engineer or a Client be liable to the other for any action or claim related to the services provided for a Project, whether based on contract, tort, negligence or any other theory of liability, in an amount in excess of the amount the Client paid to the Engineer through the Site during the one-year period immediately preceding the determination of such liability.
Some jurisdictions do not allow for all the foregoing exclusions and limitations of liabilities, so to that extent, if any, some or all of these disclaimers, limitations, and exclusions may not apply to you.

15. Notifications and Modifications of Terms

The Company may modify the Services Agreement, Terms of Service and/or Privacy Policy at any time by posting the modified version on the Site or by sending you a copy by email. Please check the Services Agreement, Terms of Service and Privacy Policy periodically for changes. By continuing to access or use the Service after we have posted or emailed any such modifications, you agree to be bound by the modified Terms of Services, Services Agreement and/or Privacy Policy (as applicable), but solely on a going-forward basis.

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