Terms & Conditions
Terms & Conditions
xOUTus.com eSTORE User Agreement
xOUTus.com shall hereafter be known as cProvider(S)
USERS of our PRODUCTS and/or SERVICES shall hereafter also be known as 'You' and/or iClient/User(S).
This is an important document which you must consider carefully when choosing whether to use the www.cProvider(S) website at any time.
This Agreement was last modified- 2013.
THE FOLLOWING DESCRIBES THE TERMS ON WHICH cProvider(S) OFFERS YOU ACCESS TO OUR SERVICES.
Acceptance of User Agreement
This user agreement ("User Agreement" or "Agreement") is a contract between you and cProvider(S). This user agreement is a contract between you and cProvider(S). Use of any Product or Services offered by cProvider(S) is conditional, on your IRON CLAD acceptance of the User Agreement. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement.
This User Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and cProvider(S) as to its subject matter.
If you do not agree to any of these terms and conditions you should immediately cease to use the Site. Please note that we may close, suspend, or limit your access to your cProvider(S) account ("Account") or the Services provided by us on the Site ("Services"), and/or limit access to your funds if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.
Amendment of User Agreement
cProvider(S) may amend or modify this User Agreement in whole or in part from time to time, without notice (unless such prior notice is required by law), by posting an amended User Agreement on the Site or any linked information. Such updated version of the User Agreement will be effective at the time we post it.
cProvider(S) offers its Services to its Users. We shall have absolute discretion as to whether or not we accept a particular applicant or site for participation in the service. The Site is available only to individuals or corporate entities that can form legally binding contracts under applicable law. Without limiting the foregoing, this Site is not available to persons under 18 years of age. If Users do not qualify, they cannot use any of cProvider(S)'s Services including, but not limited to, those that require the User's ability to form legally binding contracts. Each User is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.
The terms "You", "Your", "User", or "Users" refer to anyone accessing our Products, Services or Site for any reason.
cProvider(S) provides a venue to introduce Users who wish to provide professional services ("Freelancers") and Users who seek such professional services ("Employers")(respectively or jointly as the "Parties" and individually as a "Party"). The Site enables Users to identify each other and work together online to complete, invoice and pay for projects.
3. LEGAL RELATIONSHIP BETWEEN YOU AND cProvider(S)
cProvider(S) reserves the right to terminate the participation of any User without reason but expressly including any User that cProvider(S) judges to be in violation of the User Agreement. Without limiting the foregoing, cProvider(S) may terminate the participation of a User if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
3.2 Relationship between Users
The parties to a project are the Freelancer, the Employer and cProvider(S). cProvider(S) is a party to a project for purposes limited to (a) the provision of the virtual venue and hosting of the Site(s) to enable selection of Freelancers and projects, (b) supervising payment following satisfactory completion of a project as agreed between the Employer and the Freelancer, and provision of a process for Employers and Freelancers to use when there is a disagreement about satisfactory completion of a project.
Although cProvider(S) provides a virtual environment for definition of projects and assessment of Freelancer suitability, each Freelancer and each Employer acknowledges and agrees that, despite any recommendation made by cProvider(S) of any Freelancer in relation to a project, they are responsible to identify and subsequently make their own sole decision and/or determination on the suitability or otherwise (as applicable) of a Freelancer to perform or complete any project or of an Employer to provide funds during and/or on completion of any project and clarification on a project as required during the term of a project. cProvider(S) has not investigated the suitability of any Freelancer for any project and the Employer acknowledges that it is its sole responsibility to assess the ability of a Freelancer to satisfactorily complete a project.
Depending on their jurisdiction, Freelancers and Employers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this agreement is intended to override a right that by applicable law may not be excluded. However, to the maximum extent permitted by law, the liability of cProvider(S) for any services it provides is limited to performing the services again.
Upon the Employer awarding a project to a Freelancer and the Freelancer's acceptance of a project on the Site, the Employer agrees to purchase, and the Freelancer agrees to deliver the Provider Services in accordance with the following agreements: (1) the User Agreement; and (2) the User Services Agreement between the Employer and Freelancer available on the Site, as amended from time to time; (3) any other contractual provisions accepted by both the Freelancer and Employer uploaded to the Site, to the extent not inconsistent with the User Agreement; and (4) the project terms as awarded and accepted on the Site, to the extent not inconsistent with the User Agreement. cProvider(S) agrees to provide the venue and host the Site, including the hosting of the project.
You agree not to enter into any contractual provisions in conflict with the User Agreement. Any provision of a member contract in conflict with the User Agreement is void.
3.3 User Responsibilities
The responsibilities of the Freelancer and Employer are set out in the Services Agreement between Freelancer and Employer.
When you enter into a transaction, you create a legally binding contract with another User, unless the transaction is prohibited by law or by this User Agreement.
You are responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User(s). You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as an Employer or Freelancer, or in any other uses you make of the Site.
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, cProvider(S) has no responsibility for enforcing any User rights.
3.4 No Insurance
cProvider(S) does not offer any form of insurance or other Employer or Freelancer protection which will assist you, because our Site merely provides the online venue for Users to offer, sell, and buy professional services and we are not otherwise involved in the transactions and interactions between Employers and Freelancers. However, some forms of payment permitted on the Site, such as PayPal or credit card, may offer limited employer or freelancer protection or chargeback services and you should familiarise yourself with these before proceeding with a transaction of any kind through the Site.
Because user identification on the Internet is difficult, we cannot and do not confirm each User's purported identity.
3.5 Independent Contractors
Each User acknowledges and agrees that the relationship between Users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between us and any User.
3.6 Services offered by cProvider(S)
cProvider(S) offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to freelancers and to enable freelancers to efficiently and cost effectively manage their careers, professions, and businesses. These Services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the Services or content (in whole or in part), access to this service or use of this service.
Some of the Services offered at the Site may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User's own risk. No warranty is made that the information is accurate or reliable and cProvider(S) and its related entities, directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.
The User understands and agrees to the following terms:
Our Site acts as an online venue to allow Users to offer and buy professional services. As a result you acknowledge and agree that cProvider(S) has no control over the quality or legality of the professional services provided by Users on our Site, or the ability of Freelancers to provide the services or the Employers to pay for the services. We do not guarantee that a User will actually complete the professional services or act lawfully in using the Site.
Some of the content provided at the Site may relate to various subjects such as information pertaining to legal matters, financial matters, health matters, and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that cProvider(S) provides should not be considered professional, medical, legal, technical, or any other discipline-specific advice.
The Site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabeled or deceptively labeled accidentally by cProvider(S) or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.
cProvider(S) provides unmonitored access to third-party content. cProvider(S) is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This web site may contain links to third-party web sites. cProvider(S) does not control nor always review the web sites to which we link from the Site. cProvider(S), therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.
cProvider(S) does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. cProvider(S) expects that the User will undertake necessary activities and practices and will use caution and common sense when using cProvider(S) for User's Account.
You agree and acknowledge that unless explicitly requested, cProvider(S) may display your company name, logo and public description of your projects and profile as part of the cProvider(S) website(s) and / or other cProvider(S) marketing materials.
3.9 Transfers between Sites
After the 20th September 2010, if you decide to swap your default currency, your agreement with the Site will move to the regional operating entity corresponding to the currency you select. For AUD, NZD, EUR, GBP and USD this agreement will be between yourself and Freelancer International Pty Limited (ACN 134 845 748) from the date of change onwards. If you change your default currency to HKD, SGD or PHP, this agreement will be between yourself and cProvider(S) PTE Limited (Singapore Company 201022717D) from the date of change onwards.
3.10 Notices: Consent to Contact
You consent to cProvider(S) contacting you by electronic means as part of delivering the services outlined in this User Agreement. Additionally you consent to being contacted by electronic means by cProvider(S) for the marketing of campaigns, offers, new products or services.
All fees are set forth in the summary of cProvider(S)'s fees and charges which can be found on the Site. All fees will be assessed in US dollars. Your Account and all transactions are made and displayed in US dollars unless otherwise specified.
cProvider(S) earns fees for creating, hosting, maintaining, and providing the Site, and for all Services delivered by cProvider(S) that are accessible through the Site and to cover expenses and fees cProvider(S) incurs to banks, credit card companies, PayPal, and payment processors. After deducting such amounts, cProvider(S) transfers the remaining payment amount to the Freelancer.
cProvider(S) charges fees in relation to the posting of a project; selecting a Freelancer; posting a featured project; hiding a project from search engines; hiding bids from other Users; posting a full time project; project commission fees; and other miscellaneous fees that are described on the Site.
Users can choose various membership programs to subscribe to different levels of participation on the Site which will incur additional fees.
5. AFFILIATE PROGRAM
The Freelancer Affiliate Program ("Affiliate Program") is a program that allows you to receive a payment from Freelancer ("Bonus") into your Account for referring a new user ("Referred User") to Freelancer. To participate in the Affiliate Program, you must comply with all of these requirements, and have an Account that is in good standing.
5.2 Requirements for Referred Users
You may not refer yourself for the Affiliate Program or a user having the same IP address as yourself. The Referred User must be an individual (or business) with whom you have a pre-existing relationship. You may not obtain names for referrals from group email addresses, third party bulk mailing lists, customer lists, or other similar sources. You may not send unsolicited e-mails ("Spam"). If you send Spam in order to recruit Referred Users, Freelancer may immediately and permanently close your Account, without paying out any accrued Bonus.
5.3 Bonus Amount
The amount of the Bonus is based on the Referred User's net project commissions ("Project Commissions"), defined as the total project commissions less any chargebacks, refunds, and reversals. The amount of the Bonus will be determined by Freelancer and equal to 90% percentage of Project Commissions for referrals through affiliate links; or 20% through referrals via the "Invite Friends" module made before 27th June, 2013; or $1.00 USD for referrals via the "Invite Friends" module from 27th June, 2013. The $1.00 USD earned from referrals from 27th June, 2013 will be for the exclusive use to cover the cost of fees incurred on this Site, the monetary value will not be available for withdrawal.
5.4 Payout Period
You are eligible to receive Bonus payouts for the first 3 months of the Referred User's Account ownership. Freelancer reserves the right to apply a monthly limit on Bonus payouts should you exceed referring more than 100 users within any given month.
To be eligible for a Bonus, the Referred User must: (1) sign up for an Account through either the supplied affiliate links or invitations through the "Invite Friends" module; (2) become a User; and (3) not already have an Account at the time of the referral (or previously).
5.6 Discontinuance or modification of Program
Freelancer may discontinue or modify the Affiliate Program at any time by providing you with seven days notice. In the event that the Affiliate Program is discontinued, you will receive the Bonus for all of your Referred Users that have satisfied all of the requirements in this section prior to the discontinuation date of the Affiliate Program.
Failure to comply with these terms may result in your Account and participation in the Affiliate Program being terminated.
6. MILESTONE PAYMENTS
6.1 Regarding Escrow
cProvider(S) non-compulsory feature allows controlled payments to be made with respect to a project to a Freelancer. Depending on the agreement of the Employer and Freelancer, the Employer can create an advance payment which will remain pending until: (a) the Employer and the Freelancer agree that the funds should be released to the Freelancer; (b) until the Employer and the Freelancer have concluded the process of the Dispute Resolution Services (as defined below); (c) until the Employer instructs cProvider(S) to pay a Freelancer that performed a service for him/her; or (d) until the Employer acknowledges that the Freelancer has completed the service fully and satisfactory.
If an Employer does not approve of the Freelancer's work product, the Parties have the option to resolve the issue through the terms of the Dispute Resolution Services set out below.
6.2 Inactive Users
In the event that the Employer has not provided any instruction to cProvider(S) with respect to a Milestone Payment within 1 year after the day that the Milestone Payment was made, and has not logged in during that time period, such Milestone Payment will be refunded to the User account of the person who initially paid it.
7.1 Opening Account
To become a User and access the Site and Services you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.
You agree that you will not receive interest or other earnings on the funds that cProvider(S) handles as your contractor. cProvider(S) may receive interest on those funds. cProvider(S) will not be liable for any lost interest on such funds.
All amounts are stated in and all payments will be made in US funds. cProvider(S) reserves the right to suspend a withdrawal if the source of the funds is suspected to be fraudulent. Any funds received from an Account having made a fraudulent deposit (e.g. stolen credit card) will be reversed immediately. If in a fraudulent payment situation a withdrawal has already been processed, you will be expected to return the funds to your cProvider(S) Account or face termination and any other remedies available to cProvider(S) to recover the funds.
Any User that cProvider(S) removes from the service due to violation of the User Agreement will receive no credit or payment and will become liable for certain fees described in this User Agreement.
cProvider(S) requires you to make all payments to cProvider(S) and to make payments to and accept payments from other Users in the purchase and sale of Services for cProvider(S) projects directly through the mechanisms available on the Site. You understand and agree that cProvider(S) will not hold funds (including Milestone Payments) delivered to cProvider(S) from Users for the purchase and sale of Services in a separate account, but may commingle and deposit such funds with other funds to be paid to other Users and with funds of cProvider(S) in any account, at any institution, or in any other manner cProvider(S) may decide in its sole discretion from time to time. In addition, you understand that such commingled funds could be used to pay other Users and by cProvider(S) for general corporate purposes or otherwise, provided that cProvider(S) will remain contractually obligated to make payment to you, as a Freelancer or Employer, for any purchases and sales of Services provided by you through cProvider(S). To the extent cProvider(S) is obligated to make payment to you, you will be an unsecured creditor of cProvider(S).
You acknowledge that: (1) cProvider(S) is not a bank or other licensed financial institutions and does not provide banking services; (2) the amounts shown as on deposit, including Milestone Payments, in a User Account are not segregated into a separate account but represent unsecured obligations of cProvider(S) to the User with respect to the purchase and sale of Services through cProvider(S); (3) cProvider(S) is not acting as a trustee or fiduciary with respect to such funds or payments, but is acting only as an agent and (4) amounts transferred through or stored in the payment service are not insured or guaranteed deposits. Your Account will not constitute a milestone. By initiating and sending payments through cProvider(S), you appoint cProvider(S) as your agent to obtain the funds and hold and to transfer such funds to the Freelancer or Employer for Services, subject to these terms and conditions.
7.4 Account Balances
If your Account has a negative balance, cProvider(S) may setoff the negative balance with any funds that you subsequently receive into your Account. If you have multiple currency balances in your Account and one of the currency balances becomes negative for any reason, cProvider(S) may setoff the negative balance by using funds you maintain in a different currency balance, or by deducting amounts you owe cProvider(S) from money you subsequently add or receive into your Account. In the event that cProvider(S) offsets a negative balance pursuant to this clause, it may be bundled with another debit coming out of your Account. To secure your performance of this Agreement, you grant to cProvider(S) a lien on and security interest in and to the funds held in your Account in the possession of cProvider(S).
7.5 Inactive Accounts
User Accounts that have been inactive for more than 365 days ("Inactive Accounts") may incur a dormant account fee of US$10 per month until either the Account is terminated or reactivated.
cProvider(S) reserves the right to cancel Inactive Accounts with a nil or negative balance.
You acknowledge and agree that cProvider(S) will be entitled to recover any chargebacks that may be imposed on cProvider(S) by a credit card issuer on funds paid to you by Employers through the Site. A chargeback occurs when an employer rejects or reverses a charge on his or her credit card through the credit card issuer. You agree that cProvider(S) may reverse any such payments made to you, which are subject to chargeback via a credit card issuer. To cover the cost of processing chargebacks, cProvider(S) assesses a US$20.00 fee to Users for credit and debit card payment chargebacks.
7.7 Hold on funds
cProvider(S), in its sole discretion, may place a hold on any or all of the payments you receive when cProvider(S) believes there may be a high level of risk associated with you, your Account, or any or all of your transactions. If cProvider(S) places a hold on any or all of the payments you receive, you will be provided with notice of our actions and the way in which to resolve the issue. If you are involved in a dispute, in certain circumstances cProvider(S) may place a temporary hold on the funds in your account to cover the amount of any potential liability. If the dispute is resolved in your favour, Freelancer. com will lift the temporary hold. If you lose the dispute, cProvider(S) may remove the funds from your Account.
7.8 Insufficient funds in Accounts
If there are not sufficient funds in your User Account to meet outstanding fees and charges, cProvider(S) reserves the right to collect any amounts owing to cProvider(S) by any other legal means.
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 by cProvider(S). These taxes will be added to fees billed to you, if applicable.
Please note Australian customers are required to pay an extra 10% goods and services tax on all fees.
7.10 Identity Authentication
You authorize cProvider(S), directly or through third parties, to make any inquiries we consider necessary to validate your identity in compliance with applicable legislation and regulation, as well as for our own anti-fraud measures. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you; requiring you to take steps to confirm ownership of your email address or financial instruments; ordering a credit report; or verifying your information against third party databases or through other sources. We may ask to see your driver’s license or other relevant identifying documents. In addition, in some circumstances we may ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step. Commonwealth law may require that cProvider(S) verify the information provided to us before allowing access to fund transfer or withdrawal services through The Site. The Site reserves the right to close, suspend, or limit access to your User Account and/or Freelancer. com Services in the event we are unable to obtain or verify to our satisfaction the information required by this clause.
8. AVOIDING COMMISSIONS
8.1 Prohibition on negotiation of fee outside of Site
You are strictly prohibited from attempting to negotiate the fee for a project with another user directly (outside of cProvider(S)) after that project has been created/opened and before that project has been closed (i.e. during an ongoing project). This also applies to any project that was closed without a Freelancer being chosen, and then contacting them about the project anyway. Both parties are responsible for notifying cProvider(S) if the payment amount increases (above the bid amount) after the project is closed.
You are strictly prohibited from under-bidding on projects in an attempt to renegotiate the actual price privately, avoiding fees. We aim to provide a fair and open playing field at cProvider(S), and such activities interfere with providing such a marketplace. cProvider(S) charges project commissions on all funds received by either direct transfer or Milestone Payment through the site, regardless of the final bid amount.
We believe our commissions are very fair and justified for the service we provide, therefore we will absolutely not tolerate any fee avoidance or underbidding on the Site.
Users agree not to post their e-mail address on the site, except in the "e-mail" field of the signup form, or when asked by cProvider(S). You may use the project message board and inbox private messaging on site to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, ICQ, AIM, MSN Messenger, GTalk and Yahoo.
8.3 Providing contact information
You are prohibited from making direct contact with another User outside of cProvider(S). This includes giving out your e-mail address, Skype ID, ICQ number, phone number, or any other method of contact outside of this site.
cProvider(S) provides you with message boards, which should be sufficient for project planning and communication with other Users unless cProvider(S) intentionally provides such contact information through a feature or function.
9. USER CONTENT
The User is solely responsible for content or any other information the User provides to cProvider(S). User understands and agrees to the following:
• cProvider(S) is only acting as a venue for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. cProvider(S) has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for cProvider(S), harm its business operation or reputation, or cause cProvider(S) to lose the services of its suppliers.
• Any and all content submitted to the Site is subject to the approval of the Site administrators. The Site reserves the right to reject, approve, or modify User-submitted content upon the discretion of the Site administrators. Evaluation of User-submitted content is based on certain quality guidelines.
These guidelines, that encompass all objectively quantifiable and aesthetic aspects of User-submitted content, are set solely by the Site and applied exclusively within the Site.