PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING MEDIATION AGREEMENT AND CLASS ACTION WAIVER.
Subject to the conditions set forth herein, Gig4u may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Gig4u will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Gig4u, Gig4u will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
“Client” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Freelancer Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, software code, Data, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:
“Escrow Account” means an escrow account is a third party account where funds are kept before they are transferred to the ultimate party. It provides security against scams and frauds especially with high asset value and dispute-prone sectors. Escrow accounts can hold money, securities, funds, and other assets.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
“Freelancer” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Freelance Services to Clients, including Freelancer Accounts that are Agency Accounts or, if applicable, Agency Members. A Freelancer is a customer of Gig4u with respect to use of the Site and Site Services.
“Freelancer Fees” means:
“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client. The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card or Debit card issued by a bank acceptable to Gig4u, a bank account linked to your Account, or such other method of payment as Gig4u may accept from time to time in our sole discretion.
“Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; (b) a Direct Contract as defined in the Gig4u Direct Contract Terms; or (c) if you use Gig4u Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“User Content” means any comments, remarks, data, testimonial, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Gig4u, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
Gig4u offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you:
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.ACCOUNT TYPES
As described herein, there are a number of different Account types. Users can register for one Account type, under the one username and password. You agree not to have or register for more than one Account without express written permission from us. We offer two types of accounts (“Account Types”): Client and Freelancer Accounts. On the customer side, Gig4u offers two different plans i.e. Regular and Enterprise. The Regular plan connects you with expert freelancers on our platform who work in every technical, professional and creative field imaginable and get different invoices and service charges from the service provider. In the Enterprise plan, Gig4u will allocate a dedicated Account Manager assigned for on-demand support and supported by consolidated invoicing.
We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.CLIENT ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
Freelancer: You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Agency and Agency Member: A specific type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”).
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for:
(a) the classification of your Agency Members as employees or independent contractors; and
(b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that
(i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that:
If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Gig4u may close any or all related Accounts.IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Gig4u. You authorize Gig4u, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.USERNAMES AND PASSWORDS
Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Gig4u to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
The Site is a marketplace or platform where Clients/Customers and Freelancers can identify each other and advertise, buy, and sell Freelance Services online. Subject to the Terms of Service, Gig4u provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.RELATIONSHIP WITH GIG4U
GIG4U offers a work marketplace: an online platform for Users to find and connect with each other and enables Users to find one another, enter into service relationships and agreements, receive and provide Freelance Services, and make and receive payments through Safe payment mechanism system (via Castler). GIG4U neither performs nor employs individuals to perform Freelancer Services. GIG4U does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract or Direct Contract. Clients looking for freelancer services post the requirement on GIG4U platform and interested Freelancer place bids on the requirement.
GIG4U is acting as an agent, as defined in terms of the CGST Act, between the freelancers and the service recipient and shall pay all applicable taxes in terms of the said act.The provisions of Section 182 of the Indian Contracts Act 1872 shall not apply to this agreement.
The relationship between the freelancers and the service providers shall be deemed to be a principal to principal relationship and consequently GIG4U shall not be liable to pay any GST on the services being provided by the Freelancers to the Service recipients. The freelancers will pay all applicable taxes on the services procured and shall raise the invoices addressed directly to the service provider.
You acknowledge, agree, and understand that Gig4u is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for:
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Gig4u does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not perform background checks on or guarantee the work of Freelancers or Clients. You acknowledge, agree, and understand that Gig4u does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Gig4u makes no representations about and does not guarantee, and you agree not to hold Gig4u responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that:
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that:
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable.
You hereby acknowledge and agree that Users publish and request Gig4u to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Gig4u and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Gig4u; Gig4u provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Gig4u post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Gig4u on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Gig4u will make Composite Information available to other Users, including composite or compiled feedback. Gig4u provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Gig4u does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Gig4u does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Gig4u is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Gig4u reserves the right (but is under no obligation) to remove posted feedback or information that, in Gig4u’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Gig4u. You acknowledge and agree that you will notify Gig4u of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Gig4u may rely on the accuracy of such information.
If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Gig4u is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Gig4u and any User or a partnership or joint venture between Gig4u and any User.
With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Gig4u’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.DISPUTES AMONG USERS
For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Gig4u will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions. For any disputes between the parties, initially the Parties need to resolve the dispute by marketplace and if parties are not ready to accept this, then the parties can proceed with the mediation.
If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Gig4u, Gig4u Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Contract Agreement if any. If and to the extent that the To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
Freelancer has an obligation to conduct its business in accordance with all applicable rules, regulations and laws. We are committed to helping all Users act in a way that preserves trust and respect. This Code is meant as a guide to using our Site appropriately and must be followed at all times. Breaches of this Code are handled according to our Policy will result in disciplinary action, up to, and including, account termination. The personal behaviour of the Freelancer will be ethical and work in the interest of the Client. Freelancers will respect confidentiality and privacy and do not disclose Information or documents to any third party without the written consent of the owner of the documents. Freelancers will not engage in any fraud or do not engage in projects involving illegal behaviour. Freelancer will not post content that infringes, defamatory, obscene or contains child pornography, or violate any law or any copyright or other Intellectual Property Rights.
Service Fees. As set forth the Freelancers will pay Gig4u a service fee for the use of the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating mediation services. (the “Service Fees”). The Service Fees (to use the Site Services) are paid by Freelancer and the Client independently. For every transaction Gig4u charges from serviceprovider. If the payment is received in an Escrow account from Client, in that case when Gig4u receives the approval, Gig4u transfers the payment to the Freelancer account after exclusion of Gig4u’s commission. Service providers Invoices are Generated and sent to Client when the project is approved and at the same time Gig4u Invoices are also raised to Service Provider and the Client for their share of commission. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Gig4u Escrow will credit the Freelancer Escrow Account after the deduction of the necessary service charges along with TDS, GST or TCS etc and remaining amount will be released by the Client to Freelancer or service Provider. Freelancer hereby irrevocably authorizes and instructs Gig4u Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Gig4u on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than Rupees, there may also be a foreign currency conversion charge imposed by Gig4u Escrow or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Membership Fees and Connects. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service.VAT AND OTHER TAXES
Gig4u may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Gig4u is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Gig4u under the Terms of Service.
Gig4u does suggestions only. Gig4u receives a lot of applications, which we filter and if it fits into Gig4u's criteria Gig4u allows them access to the sites. If any suitable match for their requirement comes, Gig4u sends them an alert to bid the projects . Gig4u helps both the parties to discover each other. Gig4u merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Gig4u does not charge a fee when a Freelancer finds a suitable Client or finds a Project. Gig4u makes only suggestions, the final decision of choosing a service provider will always be with customers and Gig4u never compels their customers. In addition, Gig4u does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
This Paragraph discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Gig4u’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.ESCROW SERVICES
Gig4u Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Gig4u (“Escrow Services”). The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.ESCROW INSTRUCTIONS
Gig4u Escrow Service has appointed Mitcon Credentia Trusteeship Services Limited as the Escrow Agent on behalf of GIG4U and Castler as a Technology service provider for maintaining and managing the Escrow account Via API service.
Gig4u Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Escrow account will be applicable in a project based business, the client will pay 30% or more fee in advance at Escrow Account. The deposited amount will be released to the service provider after the Clients approval only, if the Service Provider is doing his work well and the remaining money will be given to the escrow account after the project is completed and the Client approves the same. You acknowledge and agree that Gig4u Escrow acts merely as an Internet escrow agent. Gig4u Escrow has fully delivered the Escrow Services to you if Gig4u Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Gig4u Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Gig4u Escrow to release or make a payment of funds from an Escrow Account associated with you, Gig4u Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions or as required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Gig4u Escrow will follow the Fixed-Price Escrow Instructions.
Hourly Projects. Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Gig4u Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
Task based. On an assignment basis, the Client will pay upfront for the task or a set of tasks which will be released to the service provider after completing the assigned task from the Escrow account. If there are multiple tasks assigned, an advance will have to be deposited depending on the expected volume.ESCROW ACCOUNTS
Gig4u Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Gig4u Escrow will establish and maintain different types of Escrow Accounts:
You hereby authorize and instruct Gig4u Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Gig4u or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services.ESCROW AGENT DUTIES
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.ESCROW AGENT RIGHT
We have the right, in our sole discretion, but not the obligation, to institute mediation or, if no mediation provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, mediation, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Gig4u Escrow may be merged or converted or with which Gig4u Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Gig4u Escrow may be transferred will succeed to all the rights and obligations of Gig4u Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.CLIENT PAYMENTS ON SERVICE CONTRACTS
Hourly Contracts. Freelancer will invoice Client for Freelancer Fees on a weekly basis through Gig4u, and Client will pay invoices consistent with the Hourly Escrow Instructions. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Gig4u or its Affiliate, to charge Client’s Payment Method for the Freelancer Fees.
Fixed-Price Contracts. Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. On milestones, the customer has to pay full money up front, and it will be released as a milestone basis from the Escrow account, as agreed by both the parties. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Gig4u or its Affiliates, Gig4u Escrow or Elance Ltd., to charge Client’s Payment Method for the Freelancer Fees.DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS
Under the relevant Escrow Instructions, Gig4u Escrow disburses funds that are available in the applicable Freelancer Escrow Account and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Gig4u will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold.
Hourly Contracts. Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period.
Fixed-Price Contracts. Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released as provided in the applicable Escrow Instructions. The security period begins after Client accepts and approves work submitted by Freelancer.NON-PAYMENT
If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service or any other written Agreement, Gig4u will be entitled to the remedies described below in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following:
If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Gig4u upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Gig4u or its Affiliates, Gig4u Escrow., may, without notice, charge all or a portion of any amount that is owed on any Account to Gig4u or as Freelancer Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Gig4u, Gig4u Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Gig4u does not guarantee that Client is able to pay or will pay Freelancer Fees and Gig4u is not liable for Freelancer Fees if Client is in default. Freelancer may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Freelancer chooses. If Gig4u recovers funds from a Client in default, Gig4u will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client or credited by Gig4u.NO RETURN OF FUNDS AND NO CHARGEBACKS
Client acknowledges and agrees that Gig4u or its Affiliates, will charge or debit Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions that once Gig4u or its Affiliates, charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason.RUPEES AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in Rupees. If a User's Payment Method is denominated in a currency other than Rupees and requires currency conversion to make or receive payments in Rupees, the Site may display foreign currency conversion rates that Gig4u, Gig4u Escrow, or our Affiliates currently make available to convert supported foreign currencies to Rupees. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different from the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to Rupees at the foreign currency conversion rate displayed on the Site.
This Paragraph discusses your agreement to make and receive payments only through Gig4u for life long from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee; violating this is a serious breach and your Account may be permanently suspended for violations, as detailed below.MAKING PAYMENTS THROUGH GIG4U
You acknowledge and agree that a substantial portion of the commissionGig4u receives for making the Site available to you is collected through the Service Fee described above and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Gig4u Relationship”). Gig4u only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out below, you cannot bypass the account from the start of an Gig4u Relationship you agree to use the Site as your exclusive method to request and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site. For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply.
You acknowledge and agree that a violation of any provision in this paragraph is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 8.1.COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
For Users subject to this paragraph, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you
For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Instagram, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
You acknowledge and agree that a violation of any provision of this Section 8.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 8.2.
This Paragraph discusses your agreement to make and keep all required records, as detailed below. Users will each
This Paragraph discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below. YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GIG4U MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIG4U DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST GIG4U WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
Gig4u is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
ADDITIONALLY, IN NO EVENT WILL GIG4U, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Paragraph discusses your agreement not to hold Gig4u responsible for any dispute you may have with another User, as detailed below. In addition to the recognition that Gig4u is not a party to any contract between Users, you hereby release Gig4u, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
This Paragraph discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless Gig4u, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of:
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
This Paragraph discusses your and Gig4u’s agreement about when and how long this Agreement will last, when and how either you or Gig4u can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF GIG4U DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, GIG4U HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT GIG4U WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Gig4u will have no liability whatsoever. Gig4u, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring mediation, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Gig4u from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.DISPUTES BETWEEN YOU AND OTHER USERS
This paragraph addresses disputes between you and other users of GiG4u that you may be transacting with. Gig4u has an in-built methodology for dispute resolution on the website that you may avail of unless you chose to opt out.
Any dispute arising out of this agreement between two or more parties to any transaction on the Gig4u platform shall be resolved in accordance with the procedure set out in the following paragraphs.Negotiation
If the user feels aggrieved by any act or omission of any other user of Gig4u in relation to any transaction conducted by and between them on the platform, he/ she shall send a notice raising the dispute and any claim in relation to such dispute to the other user. The parties shall attempt to resolve it promptly by negotiation between executives who have authority to settle the Dispute and this process should be completed within 30 days (the “Negotiation”) The user shall notify Gig4u of the executives authorised for this purpose and maintain minutes of the negotiations.Mediation
If the dispute has not been resolved by negotiation, then the parties shall proceed to mediation unless the parties at the time of the dispute agree to a different time limit. A Notice of Mediation shall be served to the other party and the designated representative of the Gig4u, signifying that the Negotiation was not successful and to commence the mediation process. The user shall bring the minutes of the negotiations maintained in terms of the above paragraph to the notice of Gig4u or any person authorised by Gig4u prior to the commencement of mediation.
The parties shall agree on a mediator from the panel of mediators appointed by Gig4u or any person authorised by Gig4u; however, if they cannot agree within 14 days then Gig4u or any person authorised by Gig4u shall appoint a mediator. The mediation session shall be held within 45 days of the retention of the mediator, and last for at least one full mediation day, before any party has the option to withdraw from the process. The parties may agree to continue the mediation process beyond one day, until there is a settlement agreement, or one party [or the mediator] states that there is no reason to continue because the dispute cannot be resolved and sends a “notice of termination of mediation.Rules of Mediation
Each side shall bear an equal share of the mediation costs unless the parties agree otherwise.The mediation shall be conducted in terms of UNCITRAL Mediation Rules of 2021 or any process that the parties may agree upon in consultation with Gig4u or any person appointed by Gig4u. The venue for the mediation shall be; in case of online mediation the link shall be provided by Gig4u on (insert details); and the user hereby consents to such online mediation being recorded and being used for any purpose that Gig4u may deem necessary. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute.The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall treat information received from the other party pursuant to the mediation as confidential information.
Notwithstanding the aforesaid, the parties may parallelly pursue any other legal remedy for the dispute which forms the subject matter of the mediation at their own initiative.Dispute between you and Gig4u
Any dispute arising out of this agreement between you and Gig4u shall be resolved in accordance with the procedure set out below unless you opt out of the dispute resolution mechanism in terms of the provisions on ‘right to opt out’.Mediation
You shall submit a dispute to mediation by written notice to Gig4u.The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator. All rules of mediation provided in the paragraph hereinabove shall be applicable to disputes between you and Gig4u.
The user hereby waives his right to approach any other forum for adjudication on the same dispute upon the execution of a mutually satisfactory settlement pursuant to this clause.Scope of mediation
The provisions for mediation in terms of this agreement shall apply to any dispute arising out of the terms of this agreement and shall survive the termination of this agreement. The mediation provision is intended to apply to disputes that would otherwise result in referral to a court of competent jurisdiction or arbitration. The mediators appointed in terms of this clause shall be the sole judge of whether the dispute referred to them for resolution arises out of the terms of this agreement and the parties agree to abide in good faith by the findings of the mediators in this regard.Right to opt out:
This Paragraph discusses additional terms of the agreement between you and Gig4u, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Gig4u relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Gig4u drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or Gig4u because of the authorship of any provision of the Terms of Service.MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Gig4u unless they are agreed in a written instrument signed by a duly authorized representative of Gig4u or posted on the Site by Gig4u. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.ASSIGNABILITY
Users may not assign the Terms of Service, or any of its rights or obligations hereunder, without Gig4u’s prior written consent in the form of a written instrument signed by a duly authorized representative of Gig4u. Gig4u may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will insure to the benefit of the successors, heirs, and permitted assigns of the parties.SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service 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.FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in India.ACCESS OF THE SITE OUTSIDE THE INDIA
Gig4u makes no representations that the Site is appropriate or available for use outside of India. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, and local laws and regulations, including, but not limited to, export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to India or other sovereign country sanctions or embargoes; or You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.CONSENT TO USE ELECTRONIC RECORDS
If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent for any reason including by reason of any applicable law, the remainder of such provision and/or this Agreement and the application of such provision to persons or circumstances other than those which are held to be invalid or unenforceable shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflicts of law provisions and, subject to the mediation provision of Gig4u.