1. SERVICE BOOKING TERMS
Unless otherwise expressly agreed to in writing by both Users, and except for Freelancer Companion Services using CitaPrivada Payroll, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. If CitaPrivada System is used for the Engagement, then only Sections X.X and X.X of this Section 8 apply. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of CitaPrivada or violate the Terms of Service. CitaPrivada is not a party to any Service Contract by or between Users.
Users agree that the terms concerning the Service Contract described on the Site, including Freelancer Companion Fees, rates, hours, and bonuses, form part of the Companion Service Contract. Users agree to obtain the consent of the other before making changes to the Companion Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.
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.
1.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
To ensure accurate billing, work billed for Hourly Contracts under a Freelancer’s Account must be performed by the Freelancer that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.
If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Service Contracts entered into by Agency Members on behalf of the Agency.
Freelancer, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of CitaPrivada or Client. Agency, Delegee, and Freelancer represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither CitaPrivada nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from CitaPrivada or Client.
With respect to Delegees, CitaPrivada merely provides the platform for Agency or Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Freelancer, and/or Client and not by CitaPrivada. Agency, Delegee, and Freelancer acknowledge and agree that Delegees are not employees or independent contractors of CitaPrivada, and further acknowledge and agree that they will not be providing any services to CitaPrivada (directly or indirectly) while employed or engaged by the Agency or another User.
Agency, Delegee, and Freelancer acknowledge and agree that CitaPrivada does not, in any way, supervise, direct, or control Delegees; CitaPrivada does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; CitaPrivada will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and CitaPrivada does not provide the premises at which the Delegees will perform the work.
1.3 CLIENT PAYMENTS AND BILLING
For Hourly Contracts, Client becomes obligated for Freelancer Fees on a daily basis. For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract offer or upon activating any additional milestone.
1.4 DISPUTE RESOLUTION
With respect to disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.
1.5 TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.
Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.
5. RELATIONSHIP WITH CitaPrivada
CitaPrivada is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Companion Services. CitaPrivada does not introduce Freelancers to Clients or help Freelancers find Engagements. CitaPrivada merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. CitaPrivada does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. CitaPrivada does not set Freelancer’s work hours, work schedules, or location of work, nor is CitaPrivada involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. CitaPrivada will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. CitaPrivada does not provide the premises at which the Freelancer will perform the work. CitaPrivada makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.
CitaPrivada does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.
CitaPrivada is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does CitaPrivada perform background checks on Freelancers or Clients.
You hereby acknowledge and agree that CitaPrivada may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to CitaPrivada and does not constitute and will not be construed as an introduction, endorsement, or recommendation by CitaPrivada; CitaPrivada provides such information solely for the convenience of Users.
6. THIRD-PARTY BENEFICIARY
Users appoint CitaPrivada as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, CitaPrivada hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and CitaPrivada is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that CitaPrivada has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and CitaPrivada, except and solely to the extent expressly stated in this Agreement.
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