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USER AGREEMENT FOR THE PROVISION OF FREELANCE SERVICE
This User Agreement defines the rules for the use of the Service “Freelance” provided by PаilyAS, the compаny registered under the registration number 12426661 аt Mааkri street 19/1, Tаllinn,Estoniа (hereinafter referred to as the “Paily”).
This User Agreement is also the agency agreement concluded between Paily and the Freelancer (see para.1.5 of the User Agreement).
The User Agreement shall be construed in accordance with the General Terms & Conditions of Paily (hereinafter referred to as the “Terms”). The terms and definitions established in the Terms shall apply to this User Agreement. This User Agreement is the essential part of the Terms.
The following terms and definitions shall also apply to this User Agreement:
“Account” - a set of data about the Freelancer stored in a computer system of Paily necessary for providing the Freelancer with the Freelance Service.
“Verified Account” - the Account of the Freelancer which passed through the verification process provided by the User Agreement and allows the Freelancer to use the Freelance Service via the Website or the Applications.
“Invoice” - paying document and an offer to conclude a contract between the Freelancer and the Client issued by the Freelancer and signed by Paily on behalf of the Freelancer.
“Balance” - a set of data displayed in the Freelancer’s Verified Account that reflects the information about the Invoices issued by the Freelancer and the payments made by the Freelancer’s Clients under the issued Invoices.
“Agency Fee” - the service fee payable by the Freelancer to Paily for the provision of the Freelance Service.
1. GENERAL RULES FOR THE PROVISION OF FREELANCE. RELATIONS BETWEEN PAILY AND THE FREELANCER
1.1. Freelance is only available to Freelancers defined in the Terms of Paily. Business Users and other categories of Users have no right to use Freelance.
1.2. It does not matter for Paily whether the Freelancer has the status of a registered entrepreneur (sole practitioner) or not. The main requirement for use of Freelance is that the business or professional activity of the Freelancer complies with laws and regulations applicable to the Freelancer. Freelancer shall not use the Freelance if the use of the Freelance by the Freelancer violates law applicable to the Freelancer.
1.3. Freelancer is solely responsible for his business activities and performance of contracts concluded with the Clients. Paily may only assist the Freelancer in concluding the contract with the Client and receiving the payment from the Client.
1.4. The purpose of Freelance provided under this User Agreement is to facilitate receiving of payments from Clients by Freelancers. Paily does not act as a party to contractual obligations of Freelancers and Clients.
1.5. In providing Freelance, Paily acts as the agent of the Freelancer under the agency agreement concluded between Paily and the Freelancer. All the actions of Paily as the agent of the Freelancer are performed on behalf of the Freelancer, and the Freelancer becomes the party to all contracts signed by Paily on behalf of the Freelancer.
1.6. The relationship between Paily and the Freelancer is considered a business relationship for the purposes of this User Agreement. No employment relationship between the Freelancer and Paily exists.
1.7. Client of the Freelancer is not a party to this User Agreement. The User Agreement is only concluded between Paily and the Freelancer.
2. Qualification criteria for Freelancers
2.1. In order to use Freelance, the Freelancer shall create the Account on the Website or one of the Applications and convert the Account to the Verified Account by passing through the verification process.
2.3. The Freelancer shall not use Freelance unless the Freelancer converts the Account to the Verified Account. If the Freelancer refuses to make the Verified Account, Paily refuses provision of the Freelance.
2.4. In order to make the Account into a Verified Account, the Freelancer shall provide Paily with the additional personal information, including the following:
2.4.1. Country of Freelancer’s residence.
2.4.2. City and full address of the Freelancer (including index of the address).
2.4.3. Freelancer’s telephone number
2.4.4. Field of Freelancer’s expertise with the necessary specifications.
2.4.5. Other information that Paily may deem necessary for the verification process.
2.5. In order to make the Account the Verified Account, the Freelancer shall also provide Paily with the photo of the Freelancer and the photo of the Freelancer’s ID (passport, driving license or other type of ID that Paily considers appropriate). For the purposes of this User Agreement, the photos of the Freelancer and Freelancer’s ID are considered personal information of the Freelancer.
2.7. After the Freelancer converts the Account to the Verified Account, the agency agreement between Paily and the Freelancer is concluded (para.1.5 of the User Agreement).
2.8. It is the Freelancer’s responsibility to keep confidentiality of the Account’s password. If the Freelancer accidentally discloses the Account’s password to a third party or does not take reasonable measures to protect privacy of the password, Paily may consider such actions a violation of this User Agreement.
2.9. Despite the fact that Paily takes all the necessary measures to protect the Account of the Freelancer from unauthorized access and provides the Freelancer with a non-standard password, it is highly recommended to change the password provided to the Freelancer after the creation of the Account. Paily highly recommends the Freelancer to set a non-standard password which includes various types of symbols. If the Freelancer does not change the password after the creation of the Account or sets a standard password consisting of one type of symbols, Paily may consider such actions as a violation of this User Agreement.
2.10. The Freelancer shall not provide access to the Account to any third party without the prior written permission of Paily. Violation of this obligation leads to immediate termination of the Terms and ban of the Account.
2.11. The Website or the Applications may provide for the opportunity of changing the ownership of the Account. However, the change of the ownership cannot be completed unless the new owner of the Account passes through the verification process provided by this User Agreement.
3. Services available to the Freelancer
3.1. Under this User Agreement, Freelancer is entitled to issue Invoices for payments and receive payments under the issued Invoices from Freelancer’s Clients.
3.2. The Invoices are issued through the Website or the Applications by use of the Freelancer’s Verified Account.
3.3. For the purposes of this User Agreement, the Invoice issued by the Freelancer and paid by the Client is considered the contract between the Freelancer and the Client and includes all the contractual obligations that the Freelancer shall perform for the Client. It does not matter for Paily whether the Freelancer and the Client signed any agreement in writing before the issuance of the Invoice.
3.4. In order to issue the Invoice, the Freelancer shall enter the data required by Paily, including the following:
3.4.1. Personal information of the Freelancer, including first and family name of the Freelancer and the email address of the Freelancer.
3.4.2. Information about the services or work performed by the Freelancer in favor of the Client, including the description of the services or work, volume of work (e.g. the amount of hours spent by the Freelancer on performance of the contract), and cost of service (total or per unit of work volume). It is also optional for the Freelancer to mention the discount applicable to the contract between the Freelancer and the Client.
3.4.3. Information about the Client, including the email address of the Client.
3.5. The issued Invoice is signed by Paily acting as the agent of the Freelancer (para.1.5 of the User Agreement). Paily transmits the signed Invoice to the email address of the Client. The Client shall confirm the validity of the signed Invoice by clicking the “Confirm” button in the email of Paily. The Client cannot pay the Invoice and the Freelancer cannot receive the payment unless the Client confirms the validity of the signed Invoice.
3.6. After the Client confirms the validity of the signed Invoice, the Client is entitled to pay the Invoice by using paying methods provided by Paily. For the purposes of this User Agreement, the payment of the Invoice by the Client is the acceptance of the issued Invoice which leads to the conclusion of the contract between the Freelancer and the Client.
3.7. In order to receive the payment from the Client, Paily provides the Freelancer with Paily’s bank account which is used by Paily for the purposes of agency agreement between Paily and the Freelancer. The bank account is fully operated by Paily. The Client transfers the sum required by the signed Invoice to Paily’s bank account.
3.8. After the sum required by the signed Invoice is credited to the bank account of Paily, the Freelancer is entitled to transfer the credited amount to the Freelancer’s personal bank account by using functionality of the Website or the Applications.
3.9. Paily is entitled to check the issued Invoice before signing and transferring the Invoice to the Client for the compliance with applicable laws and regulations, including tax law, currency regulations, bank law, anti-laundering laws, and anti-corruption laws. If after the check of the issued Invoice Paily comes to the conclusion that the Invoice covers the illegal transaction, provides for the performance of illegal services, encourages money laundering or otherwise contradicts applicable laws and regulations, Paily has the right to refuse signing and transferring the issued Invoice to the Client. In this case Paily also reserves the right to block the Verified Account of the Freelancer and terminate this User Agreement.
3.10. In order to provide the Freelancers with Freelance, Paily may operate several bank accounts in various jurisdictions which allow Freelancers to receive payments from foreign countries . While issuing the invoice, Paily may provide the Freelancer with additional guidance that facilitates choosing the appropriate jurisdiction for receiving the payment from the Client.
3.11. Paily does not guarantee the possibility of transferring the sum paid by the Client from Paily’s bank account to the Freelancer’s personal bank account. It is Freelancer’s obligation to check the laws and regulations of the Freelancer’s country of residence, as well as the rules of the Freelancer’s bank for the opportunity and legality of receiving payments from other jurisdictions.
3.12. Paily may assist the Freelancer in transferring the payments from Paily’s bank account to the Freelancer’s personal bank account or in disposing the sum of money belonging to the Freelancer under the signed and paid Invoice by providing other Services regulated by the Terms and applicable User Agreements. The provision of such Services does not affect the relationships between Paily and the Freelancer under this User Agreement.
3.13. Each Invoice signed by Paily and transmitted to the Client shall include the information that Paily acts on behalf of the Freelancer as the Freelancer’s agent and that the payment of the Invoice by the Client will create the contract between the Client and the Freelancer. The Invoice shall also include the warning that if the Client is not satisfied with the services or work performed by the Freelancer, the Client shall transmit all the claims and complaints directly to the Freelancer because Paily is not a party to the contract of the Freelancer and the Client.
4. Freelancer’s Balance
4.1. In order to control all the payments due to the Freelancer and calculate Paily’s Agency Fee (see Section 5 of the User Agreement) Paily provides the Verified Account of the Freelancer with the Balance which displays the total amount of money that the Freelancer is entitled to dispose of by transferring to the Freelancer’s personal bank account or otherwise by using other Services of Paily.
4.2. The Balance also reflects the data on the amount of Agency Fee deducted from the paid Invoices by Paily in accordance with Section 5 of the User Agreement.
4.3. For the purposes of this User Agreement, the Balance is the report of Paily as the agent of the Freelancer. The Freelancer is also entitled to ask Paily to provide the report in writing on the Freelancer’s transactions by sending the request to Paily via the contact forms available on the Website or via the Applications. Paily shall provide the requested report within 30 (thirty) days after receiving the request from the Freelancer. Paily is not obliged to provide such a report more often than 2 (two) times within 6 (six) months.
4.4. The Balance of the Freelancer cannot be negative unless otherwise is explicitly approved by Paily. If Paily approves negative Balance of the Freelancer and the Balance becomes negative, the Freelancer becomes the debtor of Paily. In this case Paily as the creditor of the Freelancer is entitled to charge interest on the sum owed in the amount determined by Paily through the Website or the Applications, but no more than 6% per year.
4.5. Paily is not a banking or financial institution and does not operate as such. Paily does not provide any financial services to Users. Any negative Balance of the Freelancer shall not be considered a credit or a loan or any other financial instrument. The interest charged by Paily in accordance with para.4.4 of the User Agreement is the guarantee covering the negative Balance.
5. Paily’s Agency Fee
5.1. Under this User Agreement, Paily acting as the agent of the Freelancer is entitled to the Agency Fee at the rate of 3,99% of each sum paid by the Client in accordance with the Invoice issued by the Freelancer.
5.2. When the Freelancer enters all the information necessary for the issuance of the Invoice (para.3.4 of the User Agreements) and the Website or the Application forms the Invoice, the issued Invoice will include the amount of Paily’s Agency Fee that Paily deducts from the sum entered by the Freelancer.
5.3. When the Client pays the Invoice, the full amount paid is displayed in the Balance of the Freelancer. The Freelancer may then withdraw the paid sum from the Balance in accordance with para.4.1 of the User Agreement. When the Freelancer withdraws the sum, Paily deducts the Agency Fee from the withdrawn sum and transfers the remainder to the Freelancer’s account specified by the Freelancer.
5.4. No other fees are charged by Paily for the use of Freelance.
6. Freelancer’s liability
6.1. The Freelancer is fully liable for the performance of the contract concluded with the Client as the result of issuance and payment of the Invoice.
6.2. The Freelancer shall warn the Client in advance that conclusion and performance of the contract will be made via the Website or the Applications by issuing and paying the Invoice. The Freelancer shall also provide the Client with the Freelancer’s contact details for filing claims and lawsuits regarding the breach or invalidity of the contract between the Freelancer and the Client.
6.3. The Freelancer is responsible before Paily for the correctness and reliability of provided information, including information about the Freelancer, information about the Client, and the information about the services performed by the Freelancer in favor of the Client.
6.4. The breach of any of the Freelancer’s obligations provided by this User Agreement grants Paily the right to terminate this User Agreement by banning the Account of the Freelancer. Paily is also entitled to exercise the liability measures against the Freelancer provided by the Terms.
7. Warranties and restriction of Paily’s liability
7.1. All warranties and restrictions of Paily’s liability established in the Terms apply to the provision of Freelance under this User Agreement.
7.2. Paily bears no liability before the Freelancer or the Client for correctness of information contained in the issued Invoice.
7.3. Paily bears no liability before the Freelancer for the impossibility of the Client to pay the signed Invoice due to the restrictions established by laws of the Client’s country of residence or by the bank of the Client.
7.4. Paily is only liable for direct and real damages of the Freelancer caused by intentional illegal actions of Paily or Service providers if such Service providers committed intentional illegal action in accordance with the instructions of Paily.
8.1. All rules on indemnities established in the Terms apply to the provision of Freelance under this User Agreement.
8.2. If the Client starts administrative, court, or other dispute resolution proceedings against Paily due to the Freelancer’s breach of contract between the Client and the Freelancer, paras.11.2 and 11.3 of the Terms shall apply.
8.3. If under the decision of the competent court or government authority the Client collects damages, interest, attorney fees or other procedural costs from Paily due to the Freelancer’s breach of contract between the Client and the Freelancer, Paily has the right to collect the full amount of money paid to the Client from the Freelancer in arbitration proceedings under para. 12.7 of the Terms. In this case Paily has no obligation to notify the Freelancer about Paily’s intent to start the arbitration proceedings against the Freelancer.
9. Applicable law and dispute resolution
9.1. The provisions on applicable law and dispute resolution procedure provided for in paras.12.1-12.12 of the Terms apply to this User Agreement.
9.2. Paily is entitled to involve the Client in the dispute resolution process between Paily and the Freelancer for the purposes of establishing the facts of the case and determining the fault of the Freelancer.
9.3. Paily may provide the Freelancer with the necessary information and the documents for the purposes of resolving the dispute between the Freelancer and the Client. However, Paily shall not participate in the dispute resolution process of the Freelancer and the Client.
10. Date of enactment and updating of the User Agreement
10.1. This User Agreement is enacted on July 11, 2021.
10.2. Paily reserves the right to update this User Agreement and notify the Freelancers about the updates in accordance with the rules provided in paras.13.2-13.3 of the Terms.
11. Contacting Paily
The Freelancer may contact Paily by using the contact information provided for in Section 14 of the Terms.