User Agreement
This Agreement was last modified on 13th May 2014.
This User Agreement describes the terms and conditions on which you are
allowed to use our Website and our Services. We have incorporated by
reference all linked information.
In This User Agreement:
“Account” means the account you open when you register on the Website.
“Buyer” means a User that investigates and purchases Seller Services or items from Sellers or identifies a Seller through the Website.
“Contest” means a contest that is solely promoted by a Buyer and in respect of which a Seller can submit an entry via the Website.
“Contest Brief” means the document setting out the terms and conditions which are to apply to a Contest.
“Contest Handover”, in respect of a Contest, means the agreement
between the Buyer and winning Seller under which the Seller will
transfer to the Buyer ownership of the winning entry.
“Dispute Resolution Process” means the process to be followed by Buyers and Sellers in accordance with the Dispute Resolution Services.
“Entrant” means an eligible Seller who has entered into a Contest.
“Freelancer”, “we”, “our”, or “us” means Freelancer International Pty Limited (ACN 134 845 748).
“Inactive Account” means a User Account that has not been logged into for a continuous 6 month period.
“Intellectual Property Rights” means any and all intellectual
property rights, existing worldwide and the subject matter of such
rights, including: (a) patents, copyright, rights in circuit layouts (or
similar rights), registered designs, registered and unregistered trade
marks, and any right to have confidential information kept confidential;
and (b) any application or right to apply for registration of any of
the rights referred to in paragraph (a), whether or not such rights are
registered or capable of being registered and whether existing under any
laws, at common law or in equity.
“Milestone Payment” means a prepayment made by the Buyer for the
provision of Seller Services under a User Contract and which will be
released in accordance with the section “Milestone Payments” below.
“Project” or “Listing” means a job offered or awarded by a
Buyer via the Website, which may include a Project or Contest listed by
a Buyer, a project awarded by a Buyer (for example through HireMe), a
service bought by a Buyer from a Seller, and service awarded by a Buyer
to a Seller as a result of a Contest or competition hosted via the
Website.
“Seller” means a User that offers and provides services or identifies as a Seller through the Website.
“Seller Services” means all services provided by Sellers.
“User”, “you” or “your” means an individual who visits or uses the website
“User Contract” means : (1) this User Agreement; (2) the
Code of Conduct
as amended from time to time; (3) any other contractual provisions
accepted by both the Seller and Buyer uploaded to the Website, to the
extent not inconsistent with the User Agreement and the Code of Conduct;
and (4) the Project terms as awarded and accepted on the Website, to
the extent not inconsistent with the User Agreement and the Code of
Conduct.
“Website” means the websites operated by Freelancer and available at:
Freelancer.com and any related Freelancer service, tool or application.
1. Overview
By accessing and/or using the Website, you agree to the following terms with Freelancer.
We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website.
The Website is an online venue where Users buy and sell Seller Services
and items. Buyers and Sellers must register for an Account in order to
buy or sell Seller Services and/or items. The Website enables Users to
work together online to complete and pay for Projects, buy and sell
items and to use the services that we provide.
2. Scope
Before using the Freelancer Website, we recommend that you read the
whole User Agreement, the Website policies and all linked information.
You must read and accept all of the terms in, and linked to, this User Agreement, the
Code of Conduct, the Freelancer
Privacy Policy
and all Website policies. We strongly recommend that, as you read this
User Agreement, you also access and read the hyperlinked information. By
accepting this User Agreement, you agree that this User Agreement will
apply whenever you use the Freelancer Website, or when you use the tools
we make available to interact with the Freelancer Website. Some
Freelancer Websites may have additional or other terms that we provide
to you when you use those services.
3. Eligibility
You will not use the Freelancer Website if you:
- are not able to form legally binding contracts; or
- are under the age of 16; or
- a person barred from receiving and rendering services under the laws of Australia or other applicable jurisdiction; or
- are suspended from using the Freelancer Website.
Subject to your local laws, a person over 15 but under 18 can use an
adult's account with the permission of the account holder. However, the
account holder is responsible for everything done with that account.
Users may provide a business name or a company name, which is to be
associated with the User's Account. Users acknowledge and agree that
where a business name or company name is associated with their Account,
this User Agreement is a contract with the User as an individual (not
the business or company) and Users remain solely responsible for all
activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.
4. Using Freelancer
While using the Freelancer Website, you will not:
- post content or items in inappropriate categories or areas on our websites and services;
- infringe any laws, third party rights or our policies, such as the Code of Conduct;
- fail to deliver payment for services delivered to you, unless
the Seller has materially changed the Seller Service provided from the
bid or a clear typographical error is made;
- fail to deliver Seller Services purchased from you, unless the
Buyer fails to meet the terms, materially alters the terms of the Seller
Services from the listing;
- circumvent or manipulate our fee structure, the billing process, or fees owed to Freelancer;
- post false, inaccurate, misleading, defamatory or offensive content (including personal information);
- take any action that may undermine the feedback or reputation
systems (such as displaying, importing or exporting feedback information
or using it for purposes unrelated to the Freelancer Website);
- transfer your Freelancer account (including feedback) and Username to another party without our consent;
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm
Freelancer, the Website, or the interests or property of Freelancer
users (including their Intellectual Property Rights, privacy and
publicity rights) or is unlawful, threatening, abusive, defamatory,
invasive of privacy, vulgar, obscene, profane or which may harass or
cause distress or inconvenience to, or incite hatred of, any person;
- download and aggregate listings from our website for display
with listings from other websites without our express written
permission, "frame", "mirror" or otherwise incorporate any part of the
Website into any other website without our prior written authorisation;
- attempt to modify, translate, adapt, edit, decompile,
disassemble, or reverse engineer any software programs used by us in
connection with the Freelancer Website;
- copy, modify or distribute rights or content from the Freelancer Website or Freelancer's copyrights and trademarks; or
- harvest or otherwise collect information about Users, including email addresses, without their consent.
5. Intellectual Property Rights infringement
It is our policy to respond to clear notices of alleged intellectual property rights infringement. Our
Copyright Infringement Policy
is designed to make submitting notices of alleged infringement to us as
straightforward as possible while reducing the number of notices that
we receive that are fraudulent or difficult to understand or verify. If
you believe that your Intellectual Property Rights have been violated,
please notify us via
this link on our Website and we will investigate.
6. Fees And Services
We charge fees for certain services, such as introduction fees for
Projects, listing upgrades and memberships. When you use a service that
has a fee, you have an opportunity to review and accept the fees that
you will be charged based on our schedule of
Fees and Charges,
which we may change from time to time and will update you by placing on
our Website. We may choose to temporarily change the fees for our
services for promotional events (for example, discounts on memberships)
or new services, and such changes are effective when we post the
temporary promotional event or new service on the Websites.
Unless otherwise stated, all fees are quoted in United States Dollars.
7. Taxes
You are responsible for paying any taxes, including any goods and
services or value added taxes, which may be applicable depending on the
jurisdiction of the services provided. These taxes will be added to fees
billed to you, if applicable.
As we are a company incorporated in Australia, all fees earned by us
from Australian Users will be subject to a 10% Goods and Services Tax
(GST) on all fees, which will be shown separately on all invoices.
You must also comply with your obligations under income tax provisions in your jurisdiction.
8. Payment Administration Agent
You acknowledge and agree that we may in our sole discretion, from time
to time, appoint our related bodies corporate or a third party as our
agent to accept or make payments (including merchant facilities) from or
to Users on our behalf. Such a third party will have the same rights,
powers and privileges that we have under this User Agreement and will be
entitled to exercise or enforce their rights, powers and privileges as
our agent or in their own name. In no event shall we be liable to any
User for any loss, damage or liability resulting from the Payment
Administration Agent's negligence and/or acts beyond the authority given
by Freelancer.
9. Promotion
We may display your company or business name, logo, images or other
media, and public description of your Projects and profile as part of
the Freelancer Services and/or other marketing materials relating to the
Freelancer Website, except where you have explicitly requested that we
do not do this and we have agreed to such request.
10. Content
When you give us content, you grant us a non-exclusive, worldwide,
perpetual, irrevocable, royalty-free, sublicensable (through multiple
tiers) right to exercise any and all copyright, trademark, publicity,
and database rights (but no other rights) you have in the content, in
any media known now or in the future.
You acknowledge and agree that: (1) we only act as a portal for the
online distribution and publication of User content. We make no warranty
that User content is actually made available on the Website. We have
the right (but not the obligation) to take any action deemed appropriate
by us with respect to your User content; (2) we have no responsibility
or liability for the deletion or failure to store any content, whether
or not the content was actually made available on the Website; and (3)
any and all content submitted to the Website is subject to our approval.
We may reject, approve or modify your User content at our sole
discretion.
You represent and warrant that your content:
- will not infringe upon or misappropriate any copyright, patent,
trademark, trade secret, or other intellectual property right or
proprietary right or right of publicity or privacy of any person;
- will not violate any law or regulation;
- will not be defamatory or trade libellous;
- will not be obscene or contain child pornography;
- will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
- will not contain material linked to terrorist activities
- will not include incomplete, false or inaccurate information about User or any other individual; and
- will not contain any viruses or other computer programming
routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal
information.
You acknowledge and agree that we may transfer your personal information
to a related body corporate and your information may be transferred
outside of Australia and the EEC-area. If you wish to withdraw your
consent, you acknowledge and agree that we may be unable to provide you
with access to the Website and Freelancer Services and may close your
Account.
Information on the Website may contain general information about legal,
financial, health and other matters. The information is not advice, and
should not be treated as such. You must not rely on the information on
the Website as an alternative to professional advice. If you have
specific questions about any matter you should consult your professional
adviser.
We provide unmonitored access to third party content, including User
feedback and articles with original content and opinions (or links to
such third party content). We only act as a portal and have no liability
based on, or related to, third party content on the Website, whether
arising under the laws of copyright or other intellectual property,
defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not
control the websites to which we link from the Website. We do not
endorse the content, products, services, practices, policies or
performance of the websites we link to from the Website. Use of third
party content, links to third party content and/or websites is at your
risk.
11. Feedback, Reputation And Reviews
You acknowledge that you transfer copyright of the feedback, reputation
and reviews you leave consisting of comments and a multidimensional
rating (e.g. quality, communication etc.) together with a composite
rating by us. You acknowledge that such feedback, reputation and reviews
belong solely to us, notwithstanding that we permit you to use it on
our Website while you remain a User. You must not use, or deal with,
such feedback, reputation and reviews in any way inconsistent with our
policies as posted on the Website from time to time without our prior
written permission.
You may not do (or omit to do) anything that may undermine the integrity
of the Freelancer feedback system. We are entitled to suspend or
terminate your Account at any time if we, in our sole and absolute
discretion, are concerned by any feedback about you, or your feedback
rating, where we believe our feedback system may be subverted.
Our feedback ratings belong to us and may not be used for any purpose
other than facilitating the provision of Seller Services via the
Website. You may not use your Seller or Buyer feedback (including, but
not limited to, marketing or exporting your any or all of your composite
rating or feedback comments) in any real or virtual venue other than a
website operated by Freelancer or its related entities without our
written permission.
12. Advertising
Unless otherwise agreed with us, you must not advertise an external
website, product or service on the Website. Any website address posted
on the Website, including in a listing, bid, listing description,
clarification board or the message board, must relate to a project,
contest, item listed, user or service being performed on the Website. An
example of a permissible website address would be a portfolio of work.
We may display sponsor advertisements and promotions on the Website. You
acknowledge and agree that we shall not be responsible for any loss or
damage of any kind incurred by you as as result of the presence of such
advertisements/ promotions in the Website or your subsequent dealings
with the Advertisers. Furthermore, you acknowledge and agree that
content of sponsor advertisements or promotions is protected by
copyrights, trademarks, service marks, patents or other intellectual
property or proprietary rights and laws. Unless expressly authorised by
Freelancer or third party right holders, you agree not to modify, sell,
distribute, appropriate or create derivative works based on such
advertisement/promotions.
13. Communication With Other Users
You must not post your email address or other contact information on the
Website, except in the "email" field of the signup form, at our request
or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only
communicate with Users via the Website, including by using the Project
message board, inbox private messaging or chat facilities. Unless we
provide a User's contact information through a feature or function
available through the Website, you must not, and must not attempt to,
communicate with other Users in respect of Projects through any other
means such as email, telephone, Skype, ICQ, AIM, MSN Messenger, GTalk
and Yahoo.
14. Right To Review
We may read all correspondence posted to the Website and download or
access, and test (if necessary), all uploaded files, programs and
websites related to your use of the Website for the purpose of
investigating fraud and for risk management and related purposes.
15. Identity / Know Your Customer
You authorise us, directly or through third parties, to make any
inquiries we consider necessary to validate your identity. You must, at
our request: (1) provide further information to us, which may include
your date of birth and other information that will allow us to
reasonably identify you; (2) take steps to confirm ownership of your
email address or financial instruments; or (3) verify your information
against third party databases or through other sources.
You must also, at our request, provide copies of identification
documents (such as your drivers' licence). We may also ask you to
provide photographic identification holding a sign with a code that we
provide as an additional identity verification step.
We reserve the right to close, suspend, or limit access to your Account,
the Website and/or Freelancer Services in the event we are unable to
obtain or verify to our satisfaction the information which we request
under this section.
16. User Services
Upon the Buyer awarding a project or contest to the Seller, and the
Seller’s acceptance on the Website, or the purchase of an item by a
Buyer from the Seller, the Buyer and Seller will be deemed to have
entered into a User Contract under which the Buyer agrees to purchase,
and the Seller agrees to deliver the Seller Services. You agree not to
enter into any contractual provisions in conflict with the User
Agreement.
You are solely responsible for ensuring that you comply with your
obligations to other Users. If you do not, you may become liable to that
User. You must ensure that you are aware of any domestic laws
(including common law), international laws, statutes, ordinances and
regulations relevant to you as a Buyer or Seller, or in any other uses
you make of the Website.
If another User breaches any obligation to you, you are solely
responsible for enforcing any rights that you may have. For the
avoidance of doubt, we have no responsibility for enforcing any rights
under a User Contract.
Depending on their jurisdiction, Sellers and Buyers may have rights
under statutory warranties that cannot lawfully be excluded. Nothing in
this User Agreement is intended to override a right that by applicable
law may not be excluded.
Each User acknowledges and agrees that the relationship between Buyers
and Sellers is that of an independent contractor. Nothing in this User
Agreement creates a partnership, joint venture, agency or employment
relationship between Users. Nothing in this User Agreement shall in any
way be construed as forming a joint venture, partnership or an
employer-employee relationship between Freelancer and the User.
17. Funds
You may have funds in your Account if you have prepaid for fees or
charges or for services to be provided to you via the Website. If you
are a Seller, you may have funds if you have successfully completed a
Project, or sold an item, and funds have been released to you. There are
also circumstances where funds will have been credited to your Account
in relation to an affiliate program or a referral program.
Funds in your Account are held by us in our operating accounts held with
reputable financial institutions. Funds in your Account are not held
separately by us and may be commingled with our general operating funds
and funds of other User's Accounts.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts
(which may include funds in your Account) from financial institutions
with whom we hold our operating accounts. Any such interest earned
belongs to us and we will not be liable to any User for any imputed
interest on such funds.
If your Account has a negative amount of funds, we may:
- set-off the negative amount of funds with funds that you subsequently receive into your Account;
- if you have funds in multiple currencies in your Account and
one of the currencies becomes negative for any reason, we may set-off
the negative amount against funds you maintain in a different currency
balance (at an exchange rate applied by us);
- reverse payments you have made from your Account to other User Accounts on the Website;
- deduct amounts you owe us from money you subsequently add or receive into your Account; or
- immediately suspend or limit your Account until such time as your Account no longer has a negative amount.
In the event that we offset a negative amount of funds pursuant to this
section, it may be bundled with another debit coming out of your
Account.
We reserve the right to collect any funds owed to us by any other legal means.
You acknowledge and agree that:
- we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
- the funds shown in your Account (which may include Milestone
Payments and/or any prepayment of fees and charges which you owe to us)
represents our unsecured obligations to you with respect to your rights
to direct us to make payment in relation to the purchase and sale of
Seller Services through the Website and provision of the Freelancer
Services;
- to the extent that we are required to release funds from your
Account to you, you will become our unsecured creditor until such funds
are paid to you;
- we are not acting as a trustee or fiduciary with respect to such funds or payments;
- the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
- funds may only loaded into your Account, or released from your
Account, by us and you must only use the mechanisms available on the
Website to pay for, or receive funds in respect of Seller Services;
- we will hold funds in respect of the amount of your Account
(including Milestone Payments) in an account held by us with a financial
institution (or in any manner that we decide in our sole discretion
from time to time) and such funds are not segregated into a separate
account; and
- we may commingle your funds with funds of other User's and our
own funds and such commingled funds could be used to pay other Users or
for our general corporate purposes or otherwise, however, we will remain
obliged to release or refund funds at your direction in accordance with
this User Agreement.
18. Limits & Fraud Prevention
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another
Account as a result of a fraudulent transaction (e.g. paid a Milestone
Payment using a stolen credit card) it will be reversed immediately. If
those funds have already been released to you, you must pay the funds
into your Account. If you do not do so, we may suspend, limit or cancel
your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds
in your Account (thereby preventing any use of the funds) if:
- we believe there may be a high level of risk associated with you,
your Account, or any or all of your transactions, including if we
believe that there is a risk that such funds will be subject to reversal
or chargeback;
- we believe that the beneficiary of the payment is someone other than you;
- we believe that the payment is being made to a country where we do not offer our Service; or
- we are required to do so by law.
If you are involved in a dispute, we may (in certain circumstances)
place a temporary limit on the funds in your Account to cover the amount
of any potential liability. If the dispute is resolved in your favour,
we will lift the limit on your funds and those funds may be released to
you. If the dispute is not resolved in your favour, we may remove the
funds from your Account.
19. Refunds
You may ask for a refund at any time for any funds that you have paid
into your Account except if the amount to refund relates to a Milestone
Payment or relates to fees or charges payable to us.
If the amount the User has asked to refund relates to: (1) a Milestone
Payment, the Dispute Resolution Process may be followed; or (2) our fees
and charges, the process set out in the Clause “Disputes with Us” must
be followed.
If we agree to the refund, the funds will be received by the User via
the same payment method(s) that the User used to make the original
payment to us. We may, in our sole discretion, use an alternative
payment method in exceptional circumstances.
We may refund funds to Users irrespective of whether a User has
requested funds be refunded if: (1) we are required by law or consider
that we are required by law to do so; (2) we determine that refunding
funds to the User will avoid any dispute or an increase in our costs;
(3) we refund funds to the User in accordance with any refund policy
specified by us from time to time; (4) we find out that the original
payment made by the User is fraudulent; (5) the User made a duplicate
payment in error; or (6) we consider, in our sole opinion, that it is
likely that the refund of funds is necessary to avoid a credit card
chargeback.
You can request a refund by using our
customer support website or emailing us at
support@freelancer.com.
If you have done so, you must not initiate a chargeback request with
your credit card issuer until such time as all reasonable efforts have
been exhausted with us to resolve your request.
If you have already initiated a chargeback request with your credit card
issuer, you must not request a refund of funds by contacting us and
must not seek double recovery.
If we reasonably determine, having considered all the relevant
circumstances, that you have made an excessive or unreasonable number of
requests to refund funds back to you or chargebacks, we may suspend,
limit or close your Account.
There is no minimum amount for a refund.
20. Withdrawals
Your first withdrawal of funds earned will be delayed for fifteen days for security and fraud purposes.
Subsequent withdrawals may be delayed for up to fifteen days where our
fraud prevention policies dictate that a delay is required.
We impose a minimum withdrawal amount for funds earned. This is set out in our schedule of
Fees and Charges.
We may require you to be Freelancer Verified before you can withdraw
funds from your Freelancer account, irrespective of whether or not a
delay has been enforced. For details of how to become verified please
read the
Know your Customer and Identity Verification Policy.
You acknowledge and agree that we may seek to verify your identity or
request additional information from you as part of our anti-fraud and
Know Your Customer policy, as outlined in the section on “Identity /
Know Your Customer” in this agreement. For more information see the
Know your Customer and Identity Verification Policy.
21. Chargebacks
A chargeback (being a challenge to a payment that a Buyer files directly
with their credit card issuer) and a reversal instruction is made by
the payment product issuer or third parties (such as payment processors)
and not by us. We are bound to follow their instructions.
You acknowledge and agree that we will be entitled to recover
chargebacks and reversals that may be imposed on us by a payment product
issuer or third parties (such as payment processors) on funds paid to
you by Buyers through the Website.
You agree that we may reverse any such payments made to you, which are
subject to chargeback or reversal instruction via your payment product
issuer or third parties (such as payment processors).
22. Inactive Accounts
User Accounts that have not been logged into for a continuous period
will incur a maintenance fee per month, until either the account is
closed or reactivated, for storage, bandwidth, support and management
costs of providing hosting of the User’s profile, portfolio storage,
listing in directories, promotion of your profile on the website and
elsewhere, provision of the HireMe service, file storage, message
transmission and message storage.
The length of the continuous period and the amount of the maintenance fee is set out in our schedule of
Fees and Charges.
We reserve the right to close an Inactive Account.
We reserve the right to close an account with nil or negative funds.
23. Right To Refuse Service
We may close, suspend or limit your access to your Account without
reason. Without limiting the foregoing, we may close, suspend or limit
your access to your Account:
- if we determine that you have breached, or are acting in breach of, this User Agreement;
- if you under-bid on any Project in an attempt to renegotiate the actual price privately, avoiding fees;
- if we determine that you have breached legal liabilities
(actual or potential), including infringing someone else's Intellectual
Property Rights;
- if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
- you do not respond to account verification requests;
- you do not complete account verification when requested within 3 months of the date of request;
- you are the subject of a United Nations, Australian, EU or USA
sanctions regime, or our banking and payment relationships otherwise
preclude us from conducting business with you;
- to manage any risk of loss to us, a User, or any other person; or
- for other similar reasons.
If we close your Account due to your breach of this User Agreement, you
may also become liable for certain fees as described in this User
Agreement.
Without limiting our other remedies, to the extent you have breached
this User Agreement, you must pay us all fees owed to us and reimburse
us for all losses and costs (including any and all of our employee time)
and reasonable expenses (including legal fees) related to investigating
such breach and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain as a
result of your breach of this User Agreement will be substantial and
will potentially include (without limitation) fines and other related
expenses imposed on us by our payment processors and Users and that
those damages may be extremely difficult and impracticable to ascertain;
(2) if you breach this User Agreement, we may fine you up to US$3,000
for each breach and/or we may take legal action against you to recover
losses that are in excess of the fine amount; (3) a fine of up to
US$3,000 is a presently reasonable pre-estimate or minimum estimate of
our damages, considering all currently existing circumstances, including
(without limitation) the relationship of the sum to the range of harm
to us that reasonably could be anticipated and the anticipation that
proof of actual damages may be impractical or extremely difficult; and
(4) we may release the entire (or part of the) amount of the fine from
your Account to us.
If we close your Account for a reason other than as a result of your
breach of this User Agreement, unless as otherwise specified in this
User Agreement, you will be entitled to receive any payment due from us
to you.
In the event that we close your Account, you will have no claim
whatsoever against us in respect of any such suspension or termination
of your Account.
24. Milestone Payments
We do not operate an escrow service. We do however, provide a service
which allows controlled payments to be made with respect to a service
called Milestone Payments.
Subject to the User Contract, the Buyer can make a Milestone Payment,
which will be locked from the Buyer's Account and cannot be claimed by
the Seller until:
- the Buyer and Seller agree that the funds can be claimed by the Seller;
- if there is a dispute, the Buyer and Seller have concluded the
Dispute Resolution Process and the Dispute is resolved in the Seller’s
favour;
- the Buyer instructs us to pay a Seller for services performed by the Seller in respect of a project or contest; or
- the Buyer acknowledges that the Seller has completed the services fully and satisfactory.
If a Buyer does not approve of the Seller’s work product, the parties
may elect to resolve the issue under the Dispute Resolution Process.
If we have not received any instructions from a Buyer in respect of a
Milestone Payment within twelve months after the day that the Milestone
Payment was paid and the Buyer has not logged into their Account during
that time, the Milestone Payment will be unlocked and released back to
the Buyer.
25. Milestone Dispute Resolution Services
Freelancer offers the Milestone Dispute Resolution Services to Users who
have elected to use the Milestone Payment feature. You agree and
acknowledge that: (i) Freelancer is not providing legal services; (ii)
Freelancer will not advise you regarding any legal matters; and (iii) if
you desire to have legal counsel, you will seek an independent legal
counsel from those licensed to practice law in your jurisdiction. You
will not rely on Freelancer for any such counsel.
In the event of a dispute between a Buyer and a Seller regarding a
return or release of Milestone Payments, either Buyer or Seller may
elect to use the Milestone Dispute Resolution Services offered by
Freelancer as set out in the
Milestone Disputes Policy.
The Buyer and Seller will then be notified that the matter will be
addressed through the Milestone Dispute Resolution Services.
You agree to indemnify and (to the maximum extent permitted by law) hold
Freelancer and any of our affiliates harmless against any damages or
liability you may suffer as a result of using the Milestone Payments
and/or Milestone Dispute Resolution Services.
Freelancer will respond to disputes initiated by a Seller or a Buyer in
accordance with the Milestone Dispute Resolution Services as set out in
this clause and the
Milestone Disputes Policy
and in relation to disputes that arise in relation to the provision of
the venue, and the hosting of the Website by Freelancer as set out in
the clause entitled Disputes with Us.
26. Other Disputes With Users
You acknowledge and agree that in the event that a dispute arises
between you and another User in relation to any project that you will
first attempt to resolve any differences that you have in relation to
such Project, including in relation to the quality of the services
provided.
If you continue to have any difficulties or problems in relation to a
dispute with another User in relation to a project we encourage you to
contact us as set out in the Clause entitled “Contacting us”.
You agree that any dispute that is not related to a Milestone Payment (which must be dealt with in accordance with the
Milestone Disputes Policy)
arising between you and another User will be handled in accordance with
this clause. Freelancer will have full rights and powers to make a
determination for all such disputes. Upon receipt of a dispute,
Freelancer shall have the right to request the Seller and the Buyer to
provide documentation in support of their claim or position in relation
to the dispute. You agree that Freelancer has absolute discretion to
accept or reject any document provided. You also acknowledge that
Freelancer is not a judicial or alternative dispute resolution
institution and that we will make the determinations only as an ordinary
reasonable person. In addition, we do not warrant that the documents
provided by the parties to the dispute will be true, complete or correct
and you agree to indemnify and (to the maximum extent permitted by law)
hold Freelancer and any of our affiliates harmless against any damages
or liability you may suffer as a result of any documentation or material
subsequently being found to be false or misleading.
In relation to disputes with any other users of the Website, you hereby
agree to indemnify Freelancer from any and all claims, demands, and
damages, actual and consequential, of every kind and nature, known and
unknown, that is related to such a dispute, our determinations or the
use of the Milestone Dispute Resolution Services for Milestone Payments
and/or for Other Disputes.
27. Dispute Resolution Services Code Of Conduct
The Freelancer
Code of Conduct
applies to all the services offered by Freelancer, including, but not
limited to, the Milestone Dispute Resolution Services. It is agreed by
you that you will make every endeavour at fair play and post reasonable
and fair demands/offers on your dispute.
A User found to be in breach of the
Code of Conduct
during the Milestone Dispute Resolution Service process may
automatically lose the dispute in favour of the other party involved,
regardless of the origin of the dispute. The User who breached the Code
of Conduct may also incur further disciplinary action. For more
information, read the
Code of Conduct.
28. Disputes With Us
If a dispute arises between you and Freelancer, our goal is to address
your concerns and, if we are unable to do so to your satisfaction, to
provide you with a means of resolving the dispute quickly. We strongly
encourage you to first contact us directly to seek a resolution by using
our
customer support website or emailing us at
support@freelancer.com.
For any claim, Freelancer may elect to resolve the dispute in a cost
effective manner through binding non-appearance-based arbitration. If
Freelancer elects arbitration, such arbitration will be initiated
through an established alternative dispute resolution (ADR) provider,
which is to be selected by you from a panel of ADR providers that
Freelancer will provide to you. The ADR provider and the parties must
comply with the following rules: a) the arbitration shall be conducted
by telephone, online and/or be solely based on written submissions, the
specific manner shall be chosen by the party initiating the arbitration;
b) the arbitration shall not involve any personal appearance by the
parties or witnesses unless otherwise mutually agreed by the parties;
and c) any judgment on the award rendered by the arbitrator may be
entered in any court of competent jurisdiction.
All claims you bring against Freelancer must be resolved in accordance
with the terms of this Agreement. All claims filed or brought contrary
to this Agreement shall be considered improperly filed and a breach of
this Agreement. Should you file a claim contrary to the terms of this
Agreement, Freelancer may recover its legal fees and costs (including
in-house lawyers and paralegals), provided that Freelancer has notified
you in writing of the improperly filed claim, and you have failed to
promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of
any bankruptcy or insolvency law, Freelancer will be entitled to recover
all reasonable costs or expenses (including reasonable legal fees and
expenses) incurred in connection with the enforcement of this Agreement.
Freelancer’s 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.
29. Currencies
Some of the Websites will display rates in the local currency of that
Website, in addition to the actual amount. These rates are based on a
conversion from the originating currency using indicative market
exchange rates. You understand and agree that these rates are only
indicative and the amount specified in the origin currency is the actual
amount.
As a convenience service, you may withdraw funds from the Website in
another currency. If you wish to do so, you will be quoted an exchange
rate which will be available for the time specified, which you may
choose to accept. We may charge a fee for effecting the currency
conversion transactions. This fee will be embedded within the rate
provided to you and the currency exchange will be settled immediately.
We reserve the right to reject any request for a conversion of currency at any time.
You are responsible for all risks associated with converting and
maintaining funds in various available currencies, including but not
limited to the risk that the value of these funds will fluctuate as
exchange rates change, which could result in decreases in the value of
your funds in aggregate. You must not use (or attempt to use) the
Website to engage in speculative trading, which could result in
substantial losses. We are not a financial services provider.
All information included on the Website in respect of currency
conversion is general information only. Use of currency conversion is at
your own risk. Currency conversions are final and irreversible.
30. Competitions
We may run and promote competitions on the Website from time to time and
such competitions will be subject to the terms and conditions as
published by us on the Website.
Prizes awarded will be denominated in USD unless stated otherwise.
Competition winners will be determined by us in accordance with the
applicable terms and conditions at our absolute discretion. All
decisions made us in respect of competition are final and we will not
enter into any correspondence in relation to the prize or the promotion.
31. Contests
Buyers can promote a Contest hosted on the Website by providing a
Contest Brief and paying the Contest Prize in accordance to our
instructions provided on the Website. A Buyer which promotes a Contest
acknowledges and agrees that it is solely responsible for the operation
and promotion of the Contest and warrants that it will comply with all
applicable law in respect of the operation and promotion of the Contest.
We have no liability for loss suffered by a User in connection with a
Contest including but not limited to loss suffered (or penalties
imposed) in connection with a contravention of law.
Entrants may submit their entries in image, video, text or other format
as specified on the Website. All entries must comply with the Contest
Brief and must not infringe any Intellectual Property Rights. Any entry
which infringes any Intellectual Property Rights will be an ineligible
entry and subject to removal either by the Buyer or us and subject to
action as per our
Copyright Infringement Policy.
Buyers can promote either: (1) a regular prepaid Contest, under which a
Buyer may select one or more winning Entrant(s) and Buyers may request
that the Contest Prize be released to them if a winner has not been
chosen; or (2) a guaranteed Contest, under which a Buyer may select one
or more winning Seller(s) and if no winner is selected, we will release
the Contest Prize to Entrants of the guaranteed Contest and charge the
appropriate fees and the Buyer will have no rights to have the Contest
Prize released to them or to use any entries that have been submitted.
After awarding a Contest Prize, the Buyer and winning Entrant(s) will
enter into a Contest Handover and when the winning Entrant(s) has
uploaded the winning entry (including all related files) to the Buyer,
the Contest Prize will be released to the winner of the Contest unless
disputed by the Buyer in which case the dispute must be resolved between
the Buyer and winning Entrant(s) before we can release the Contest
Prize to the winning Entrant(s).
For avoidance of doubt, the Buyer has no right or licence to use any
entries other than the winning entry/entries. The Buyer may not: (1)
promote a Contest via the Website if the Buyer is hosting a similar
contest through another service; (2) allow or request Sellers to submit
entries to the Buyer via other means than the Website; and (3) award
another Account that might be deemed as collusion or awarding another
Account owned by the Buyer.
32. Release
If you have a dispute with one or more Users, you release us (and our
officers, directors, agents, subsidiaries, joint ventures and employees)
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 such disputes.
33. Access And Interference
You agree that you will not use any robot, spider, scraper or other
automated means to access the Freelancer Website for any purpose without
our express written permission.
Additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion,
exercised reasonably) an unreasonable or disproportionately large load
on our infrastructure;
- interfere with, damage, manipulate, disrupt, disable, modify,
overburden, or impair any device, software system or network connected
to or used (by you or us) in relation to the Freelancer Website or your
Account, or assist any other person to do any of these things, or take
any action that imposes, or may impose, in our discretion, an
unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from,
distribute, or publicly display any content (except for your
information) from the website’s without the prior express written
permission of Freelancer and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of
the website’s, services or tools, or any activities conducted on or with
the website’s, services or tools; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
34. Closing Your Account
- not having any outstanding listings on the Website; and
- resolving any outstanding matters (such as a suspension or restriction on your Account); and
- paying any outstanding fees owing on the Account.
35. Privacy
We use your information as described in the Freelancer
Privacy Policy. If you object to your information being transferred or used in this way then you may not use our services.
36. Indemnity
You will indemnify us (and our officers, directors, agents,
subsidiaries, joint venturers and employees) against any claim or
demand, including legal fees and costs, made against us by any third
party due to or arising out of your breach of this Agreement, or your
infringement of any law or the rights of a third party in the course of
using the Freelancer Website and Freelancer Services.
In addition, we can apply any funds in your Account against any
liabilities you owe to us or loss suffered by us as a result of your
non-performance or breach of this User Agreement.
37. Security
You must immediately notify us upon becoming aware of any unauthorised
access or any other security breach to the Website, your Account or the
Freelancer Services and do everything possible to mitigate the
unauthorised access or security breach (including preserving evidence
and notifying appropriate authorities). You are solely responsible for
securing your password. We will not be liable for any loss or damage
arising from unathourised access of your account resulting from your
failure to secure your password.
38. No Insurance Or Warranty
We do not offer any form of insurance, or other Buyer or Seller protection.
39. No Warranty As To Each User’s Purported Identity
Because User identification on the internet is difficult, we cannot and
do not confirm each User's purported identity. We may provide
information about a User, such as a strength or risk score, geographical
location, or third party background check or verification of identity
or credentials. However, such information is based solely on data that
the User submits and we provide such information solely for the
convenience of Users and the provision of such information is not an
introduction, endorsement or recommendation by us.
40. No Warranty As To Content On The Website
The Website is a dynamic time-sensitive website. As such, information on
the Website will change frequently. It is possible that some
information could be considered offensive, harmful, inaccurate or
misleading or mislabelled or deceptively labelled accidently by us or
accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an 'as
is', 'with all faults' and 'as available' basis and without warranties
of any kind either express or implied. Without limiting the foregoing,
we make no representation or warranty about:
- the Website or any Seller Services or Freelancer Services;
- the accuracy, reliability, availability, veracity, timeliness
or content of the Website or any Seller Services or Freelancer Services;
- whether the Website or Seller Services or Freelancer Services
will be up-to-date, uninterrupted, secure, error-free or non-misleading;
- whether defects in the Website will be corrected;
- whether the Website, the Seller Services or the Freelancer
Services or any data, content or material will be backed up or whether
business continuity arrangements are in place in respect of the Website,
Seller Services or Freelancer Services;
- any third party agreements or any guarantee of business gained
by you through the Website, Seller Services or Freelancer Services or
us; or
- the Website, Seller Services or Freelancer Services or
infrastructure on which they are based, being error or malicious code
free, secure, confidential or performing at any particular standard or
having any particular function.
To the extent permitted by law, we specifically disclaim any implied
warranties of title, merchantability, fitness for a particular purpose,
quality, suitability and non-infringement.
41. Limitation Of Liability
In no event shall we, our related entities, our affiliates or staff be
liable, whether in contract, warranty, tort (including negligence), or
any other form of liability, for:
- any indirect, special, incidental or consequential damages that may be incurred by you;
- any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
- any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.
The limitations on our liability to you above shall apply whether or not
we, our related entities, our affiliates or staff have been advised of
the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is
intended to limit or exclude any liability on the part of us and our
affiliates and related entities where and to the extent that applicable
law prohibits such exclusion or limitation including those within the
Competition and Consumer Act 2010 (Cth) and relevant state fair trading
legislation.
To the extent that we are able to limit the remedies available under
this User Agreement, we expressly limit our liability for breach of a
non-excludable condition or warranty implied by virtue of any
legislation to the following remedies (the choice of which is to be at
our sole discretion) to the supply of the Freelancer services again or
the payment of the cost of having the Freelancer services supplied
again.
42. Jurisdiction Limitations
As some jurisdictions do not allow some of the exclusions or limitations
as established above, some of these exclusions or limitations may not
apply to you. In that event, the liability will be limited as far as
legally possible under the applicable legislation.
43. Bar To Action
We may plead this User Agreement in bar to any claim, action, proceeding
or suit brought by you, against us for any matter arising out of any
transaction or otherwise in respect of this User Agreement.
44. No Class Actions
You and we agree that you and we will only be permitted to bring claims
against the other only on an individual basis and not as a plaintiff or
class member in any purported class or representative action or
proceeding. Unless both you and we agree otherwise, the arbitrator may
not consolidate or join more than one person's or party's claims and may
not otherwise preside over any form of a consolidated, representative,
or class proceeding. In addition, the arbitrator may award relief
(including monetary, injunctive, and declaratory relief) only in favour
of the individual party seeking relief and only to the extent necessary
to provide relief necessitated by that party's individual claim(s). Any
relief awarded cannot affect other Users.
45. Notices
Legal notices must be served on Freelancer (in the case of Freelancer)
or to the email address you provide to Freelancer during the
registration process (in your case). Notice will be deemed given 24
hours after email is sent, unless the sending party is notified that the
email address is invalid or that the email has not been delivered.
Alternatively, we may give you legal notice by mail to the address
provided by you during the registration process. In such case, notice
will be deemed given three days after the date of mailing.
Any notices to Freelancer must be given by registered ordinary post (or
if posted to or from a place outside Australia, by registered airmail).
46. Law And Forum For Legal Disputes
This Agreement will be governed in all respects by the laws of New South
Wales, Australia. We encourage you to try and resolve disputes using
certified mediation (such as online dispute resolution processes). If a
dispute cannot be resolved then you and Freelancer irrevocably submit to
the non-exclusive jurisdiction of the courts of New South Wales,
Australia.
47. Severability
The provisions of this User Agreement are severable, and if any
provision of this User Agreement is held to be invalid or unenforceable,
such provision may be removed and the remaining provisions will be
enforced. This Agreement may be assigned by us to an associated entity
at any time, or to a third party without your consent in the event of a
sale or other transfer of some or all of our assets. In the event of any
sale or transfer you will remain bound by this User Agreement.
48. Interpretation
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
49. No Waiver
Our failure to act with respect to an anticipated or actual breach by
you or others does not waive our right to act with respect to subsequent
or similar breaches. Nothing in this section shall exclude or restrict
your liability arising out of fraud or fraudulent misrepresentation.
50. Communications
You consent to receive notices and information from us in respect of the
Website and Services by electronic communication. You may withdraw this
consent at any time, but if you do so we may choose to suspend or close
your Account.
51. Additional Terms
It is important to read and understand all our policies as they provide
the rules for trading on the Freelancer website. In addition there may
be specific policies or rules that apply, and it is your responsibility
to check our Help pages and policies to make sure you comply. Our
policies, including all policies referenced in them, are part of this
Agreement and provide additional terms and conditions related to
specific services offered on our websites, including but not limited to:
Each of these policies may be changed from time to time. Changes take
effect when we post them on the Freelancer website. When using
particular services on our website, you are subject to any posted
policies or rules applicable to services you use through the website,
which may be posted from time to time. All such policies or rules are
incorporated into this User Agreement.
52. General
Freelancer International Pty Limited is located at Level 20, World Square, 680 George Street, Sydney NSW 2000, Australia.
This Agreement contains the entire understanding and agreement between
you and Freelancer. The following Sections survive any termination of
this Agreement: Fees And Services (with respect to fees owed for our
services), Release, Content, No Warranty As To Content, Limitation Of
Liability, Indemnity, Bar To Action, No Class Actions, and Disputes With
Us.
53. Feedback
