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TERAWORK'S TERMS OF SERVICE

TERMS OF SERVICE

This terms and conditions is a contract between you (‘you’ or ‘user’) and TERAWORK.COM, LLC or TERAWORK.COM LIMITED (‘TERAWORK’, ‘we’ or ‘us’) and to the extent expressly stated our subsidiaries and affiliates. You agree to read and accept all of the terms and conditions contained in this agreement in order to use our website located at www.terawork.com, including mobile websites and applications, owned and operated by us or our subsidiaries and affiliates (collectively, the ‘Site’), all services, applications and products which are accessible through the site.

This agreement includes and hereby incorporates by reference the Privacy Policy which addresses among other things, how we collect, process and share information and this includes but is not limited to our obligations under the ISO recommendations, Payment Card Industry Data Security Standards (PCIDSS) and jurisdictional applicable laws such as Regulation (EU) 2016/679 of the European Parliament and of the Council. Subject to the conditions set forth herein, TERAWORK may, in its sole discretion, amend this Agreement and the other Terms and Conditions at any time by posting a revised version on the website and will provide reasonable advance notice of any amendment that includes a substantial change. Any revisions to the Terms and Conditions will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).

Your continued use of the website or the services after the Effective Date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms and Conditions as revised. In the event of a conflict between this Agreement and any other agreement, this Agreement will prevail unless the other Agreement explicitly states that it will prevail.

PURPOSE OF THE WEBSITE AND WEBSITE’S SERVICES

The Site is a marketplace where Clients (or Buyer) and Freelancers (or Seller or Service Providers) can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms and conditions, TERAWORK provides the website services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts.

If Users agree on terms for Freelancer Services, a Service Contract is formed directly between such Users. When a User enters a Service Contract, the User uses the website to engage, communicate, provide quotations and pay online. You acknowledge and agree that TERAWORK is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between TERAWORK and any Freelancer.

DIGITAL SIGNATURE

By registering for a TERAWORK account on the website (an “Account”), or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement and the other Terms and Conditions electronically, effective on the date you register your Account or click to accept the Terms and Conditions.

YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email, Short Messages Services or the Site, all records and notices for the services provided to you under the Terms and Conditions that we or our subsidiaries or affiliates would otherwise be required to provide to you in paper form. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the website and the services, and you will no longer be permitted to use the website or the services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, you agree to notify us immediately of any change in your address.

ACCOUNT ELIGIBILITY

To use the Site and certain services, you are required to have a registered account. TERAWORK offers the Site and its services for your business purposes, and personal, household, or consumer use. To use the Site and its services, as a Freelancer, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and its services for your business purposes only, unless you use the Site and its services solely as an employee. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements.

To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site and its 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:

(a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms and Conditions.

TERAWORK reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and its services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms and Conditions, or for any other reason or no reason in TERAWORK.COM’s sole discretion.

ACCOUNT REGISTRATION - PROFILE

By registering for a Freelancer account, you must complete a User profile (“Profile”), which you consent that part of the profile relating to your service offerings, your work-related statistics on the Site and post work reviews and rating written by Clients you worked for on the Site will be shown to other Clients and public. If you are a Freelancer, unless you use the Site solely as an employee, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

IDENTITY 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 and your ability to represent your business on work, if it is a separate legal entity. You authorize TERAWORK, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

USERNAMES AND PASSWORDS

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 Account’s username and password. You authorize TERAWORK to assume that any person using the website 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 your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the website that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.

ESCROW ACCOUNT

TERAWORK.COM provides escrow services to Users to deliver, hold, or receive payment for an engagement, and to pay for service and payment processing and administration fees to TERAWORK (“Escrow Services”). The Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

After entering into a Service Contract, the first time a Freelancer uses the website to receive payment for an Engagement, TERAWORK will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, and service fees to TERAWORK and issue refunds to Clients.

You hereby authorize and instruct TERAWORK to act as escrow agent in connection with the Escrow Account and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms and Conditions and the applicable Escrow Instructions.

TERAWORK disburses funds that are payable to a Freelancer for the Engagement (less any applicable TERAWORK fees) after the lapse of the payment holding days where there is no dispute and within 3 days after the resolution of a dispute. Freelancer agrees that it will not receive interest or other earnings on the funds held by TERAWORK prior to disbursement to Freelancer.

Notwithstanding any other provision of the Terms and Conditions or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms and Conditions, TERAWORK may hold the disbursement of the Freelancer Fees. Additionally, TERAWORK may also hold the disbursement of the Freelancer Fees if:

(a) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (b) we suspect fraud; (c) we deem it necessary in connection with any investigation; or (d) we are required by applicable law

PAYMENT TERMS

The fees to use the Site and Its services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, TERAWORK will credit the Freelancer Escrow Account for the full amount paid or released, and then deduct and pay to TERAWORK a service fee in the amount specified in the TERAWORK Fee Agreement (the “Service Fee”). Freelancer agrees to pay TERAWORK the Service Fee for using the Site.

In cases of fraud, abuse, or violation of the Terms of Service, TERAWORK reserves the right to revoke any payments. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by deducting it from the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks would be a ground for termination of the applicable Escrow Account and revocation of your access to the Site.

NON-PAYMENT

If a Client fails to pay the Freelancer Fees or any other amounts due under the Terms and Conditions, TERAWORK may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay TERAWORK upon demand for amounts owed under the Terms and Conditions, plus interest on the outstanding amount at the rate specified by us, plus legal fees and other costs of collection. To the extent permitted by applicable law, TERAWORK, at our discretion, may set off amounts due against other amounts received from or held by TERAWORK for the Client, make reports to appropriate credit rating agencies and/or law enforcement authorities, and cooperate with credit rating agencies and/or law enforcement authorities in any resulting investigation or prosecution.

FORMAL INVOICES AND TAXES

TERAWORK will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or TERAWORK is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or TERAWORK , as appropriate; and (b) TERAWORK is required by applicable law to withhold any amount of the Freelancer Fees and for notifying TERAWORK of any such requirement and indemnifying TERAWORK (either by TERAWORK, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing TERAWORK for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of TERAWORK, Freelancer agrees to promptly cooperate with TERAWORK and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to TERAWORK.

PAYMENT METHODS

In order to use certain Site services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes TERAWORK to run debit/credit card authorizations on all debit/credit cards provided, run debit/credit transaction on all PayPal, Bank Account or USSD accounts provided by Client or Freelancer, to store debit/credit card and banking or other financial details as Client’s or Freelancer’s method of payment for Services, and to charge Client’s debit/credit card (or any other Payment Method). Debit/Credit cards and PayPal accounts and, if applicable, bank accounts will be charged by TERAWORK.

By providing Payment Method information through the Site, User represents, warrants, and covenants that:

(a) User is legally authorized to provide such information; (b) User is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to User’s use of such Payment Method(s) or applicable law.

When User authorizes a payment using a Payment Method via the Site, User represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms and Conditions cannot be collected from User’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation TERAWORK receives for making the Site available to you is collected through the Service Fee described above. TERAWORK only receives this Service Fee when a Client and a Freelancer pay and receive payment through the website. Accordingly, for 24 months from the time you identify or are identified by any party through the website (the “Non-Circumvention Period”), you agree that you shall only use the website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “TERAWORK Relationship”).

You agree not to circumvent the Payment Methods offered by the Site. This shall include but not limited to: 1) Submit proposals or solicit parties identified through the website to contact, hire, work with, or pay outside the website. 2) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

You agree to notify TERAWORK immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site.

SERVICES

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor and not as an employee or agent of TERAWORK.

If a Freelancer subcontracts or employs third parties to perform Freelancer Services on behalf of the Freelancer for any Engagement, the Freelancer represents and warrants that it shall remain responsible for all services performed under the Engagement, including ensuring that the services comply with the Terms and Conditions (including confidentiality and intellectual property obligations).

DISPUTE RESOLUTION

TERAWORK shall resolve any dispute between the Freelancer and its Client arising from the use of the Site.

If at any time the Freelancer and Client are unable to amicably resolve any dispute(s) between themselves through negotiated settlement or mediation, either party shall refer the matter to be finally settled by Arbitration in accordance with the Arbitration and Conciliation Act, CAP 18, Laws of the Federation of Nigeria 2004 by a Sole Arbitrator to be appointed by the Nigerian Institute of Chartered Arbitrators. The Arbitration shall take place in Lagos, Nigeria. The cost of Arbitration shall be borne jointly by both parties.

TERMINATION

Without prejudice to any remedy or right reserved by the parties, TERAWORK may terminate the service and/or suspend the Freelancer’s access to the service at any time without notice to the Freelancer for breach of any of the terms of this Terms and Conditions.

The Freelancer shall give TERAWORK 14 days’ notice of its intention to discontinue the use of the services.

The Service shall automatically terminate if: a) The Freelancer is wound up or goes into liquidation/bankruptcy or for any reason ceases or is likely to cease to carry on its business or transfers its business. b) The obligations of the Freelancer become prohibited by law or any other regulatory authority c) The Freelancer fails to perform its obligations under this Terms and Conditions or in accordance with any further terms and conditions as may be advised by TERAWORK from time to time. d) If any event or series of event occurs which may render the Freelancer unable to comply with its obligations under the terms and conditions, or any other agreement with the client.

Last Updated September 10, 2018