TERMS AND CONDITIONS
These Terms and Conditions are considered the Agreement which you accept by clicking the ‘tick box’ button on the registration page you have to go through to access our Platform and our Platform Services. Please read them carefully as they contain your legal rights and obligations. It also includes some limitations, exclusions and release.
These Terms and Conditions (“Agreement”) is a contract between you (“you” or “User”) and Xpangineers (“Xpangineers” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our Platform located at www.Xpangineers.com
Xpangineers may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site. If any change includes an increase to Fees charged by Xpangineers, Xpangineers will provide at least 30 days’ advance notice of the change.
If you agree on the Terms and Conditions on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and Conditions and agree that you are binding both you and that entity to the terms and conditions jointly and severable.
PURPOSE OF XPANGINEERS
The Platform is an online Platform where Customers and Freelancers (Expert Engineers) can identify each other and buy, and sell Freelancer Services online. Subject to the Terms and conditions, Xpangineers provides the Platform Services to Users, including hosting and maintaining the Platform, facilitating the formation of Service Contracts, and assisting Users in resolving technical disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Platform to invoice and pay any amounts owed under the Service Contract.
RELATIONSHIP WITH XPANGINEERS
Xpangineers merely makes the Platform and Platform Services available to enable Freelancers and Customers to find and collaborate directly with each other using the Platform’s algorithms. Xpangineers does not introduce Freelancers to Customers, find Projects for Freelancers, or find Freelancers for Customers. Customers will be able to influence the weight of the matchmaking parameters in the Platform’s algorithms. Through the Platform and Platform Services, Freelancers may be notified of Customers that may be seeking the services they offer, and Customers may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Customer or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users, and Xpangineers is not a party to that Service Contract.
You acknowledge, agree, and understand that Xpangineers is not a party to the relationship or any dealings between Customer and Freelancer and that Xpangineers will not accept any responsibility or liability for the outcome of the ‘matchmaking algorithms’ included in the Platform. Use of the Platform is provided ‘as is’ and without any warranties, representations or guarantees whatsoever. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any specific terms or conditions of Service Contracts; (d) performing Freelancer Services; and/or (e) paying for Freelancer Services.
Xpangineers does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Customer’s postings or other User Content on the Platform; does not verify any feedback or information provided by Users about Freelancers or Customers; and does not perform background checks on or guarantee the work of Freelancers or Customers. You acknowledge, agree, and understand that Xpangineers does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and are not responsible for any Service Contract or Service Contract terms. Xpangineers makes no representations about and does not guarantee, and you agree not to hold Xpangineers responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Customers to pay for Freelancer Services; User Content and statements or posts made by Users; While Xpangineers may provide certain recommendations on Freelancer or Customers profiles, such recommendations are not a guarantee or warranty of quality or ability to complete a Service Contract and is not a guarantee of any kind, including, the quality of Freelancer Services or Customer Project.
You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (a) you are not an employee of Xpangineers, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (b) Xpangineers will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (c) Xpangineers does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (d) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Xpangineers does not set or have any control over Freelancer’s pricing, work hours, work schedules or work location; (e) Freelancer will be paid at such times and amounts as agreed with a Customer in a given Service Contract; (f) Xpangineers does not provide Freelancers with training, any equipment, materials or Software related to any Service Contract; and (g) Xpangineers does not provide the premises at which Freelancers will perform the work.
Customer and Freelancer each agree to indemnify and hold Xpangineers harmless from any and all damages, claims and costs, including without limitation the cost of legal defence and expert opinions, resulting from or in relation to any infringements or violations of their respective responsibilities under these Terms and Conditions.
It is understood that this Agreement shall not constitute an exclusivity obligation between Xpangineers and any registered Freelancer, and shall not limit the possibility of any registered Freelancer to register in similar platforms, websites or with any other third parties, during the validity of this Agreement
REGISTRATION AND ACCEPTANCE
By registering for an account to use the Platform or Platform services (an “Account”), by using the Platform or Platform Services or by clicking to accept the Terms and Conditions, you agree to abide by this Agreement and the other Terms and Conditions.
To access and use certain portions of the Platform and the Platform Services, you must register for an Account. Xpangineers reserves the right to decline a registration to join Xpangineers or to add an Account of any type (i.e., as a Customer or Freelancer), for any lawful reason, business or other considerations.
Xpangineers offers the Platform and Platform Services for business purposes only and not for private/consumer use. To register for an Account or use the Platform and Platform Services, you must, and hereby represent that you: (a) will use the Platform and Platform Services for business purposes only; (b) are an employee of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (c) will comply with any legal, licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services; and (d) are either a legal entity or an individual who is 18 years or older who can form legally binding contracts.
To register for an Account to join the Platform, you must complete a User profile (“Profile”), which you consent to be shown to other Users and to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, education, experience or the services your business provides and to correct any such information that is or becomes false or misleading immediately.
You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Platform Services, without warning if, in our sole discretion, false or misleading information has been provided.
You can register for an Account as a Customer (a “Customer Account”).
You can register for an Account as an independent Freelancer (an “Expert Account”).
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms and conditions. If any such User violates the Terms and conditions, it may affect your ability to use the Platform and Platform Services.
While using the Platform, you will not attempt to or otherwise do any of the following:
-As a Customer, fail to deliver payment for services delivered to you;
-As a Freelancer, fail to deliver Services purchased from you;
-collect information about Users, including email addresses, without their prior consent.
-infringe any laws, regulations, binding treaties, Directives, third party rights or our policies, including our code of conduct.
-manipulate our fee structure, the billing process, or fees owed to a Freelancer.
-post false, inaccurate, misleading, or offensive content, for example, including without limitation, discriminatory, hateful, unsubstantiated, pornographic, libellous or defamatory statements (including personal information).
-Use Xpangineers to facilitate money exchange other than payment for services performed and approved as intended by any agreement between a Customer and a Freelancer concluded by using the Platform.
-distribute viruses, worms, malware or any other technologies that may harm Xpangineers platform or systems.
Customer and Freelancer each agree to indemnify and hold Xpangineers harmless from any and all damages, claims and costs, including without limitation the cost of legal defence and expert opinions, in relation to any infringements or violations of their respective obligations under these Terms and Conditions.
User Accounts that have not been logged into for a period of time (in excess of 3 months) 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, work storage, listing on the Platform file storage, message transmission, general administrative matters and other storage costs.
We reserve the right to close an Inactive Account.
IDENTITY AND LOCATION 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, the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Xpangineers. You authorize Xpangineers, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us in a timely fashion with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. You must also, at our request, provide copies of identification documents (such as your passport or ID card). We may also ask you to provide photographic identification holding your identification as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.
We reserve the right to close, suspend, or limit access to your Account, the Platform and/or Platform Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
We reserve the right to update your particulars on the Platform in order to match any identity documentation that has been provided.
USERNAMES AND PASSWORDS
Each person who uses the Platform must register for their own Account. 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 username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Xpangineers to assume that any person using the Platform with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your Account or any unauthorized access to the password for any Account.
If a Customer and a Freelancer decide to proceed with a project, means they decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Customer and Freelancer. Customer and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Xpangineers is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an agency, employment, partnership or any other service relationship between Xpangineers and any User.
With respect to any Service Contract, Customers and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, intellectual property agreement, etc.) provided that any such agreements do not conflict with, restrict, or expand Xpangineers rights and obligations under the Terms and Conditions, including this Agreement and the applicable Payment terms.
MANAGEMENT OF SERVICE CONTRACT
A service contract will consist of: 1) Customer Request stating the scope of work as detailed as possible, 2) Freelancer Proposal stating the work to be executed and deliverables to be submitted, 3) Mutually agreed milestones. Each milestone will specify the activity, the timeframe and the milestone cost.
If no milestones are on-going/active and no payments are due, Customers and Freelancers have the right to End the Service Contract even if some agreed milestones have not started yet. If a Customer or a Freelancer wishes to End a Service Contract while an agreed milestone is on-going/active, the requesting party must communicate the reasons to the other party and agree on the terms of Contract closure. Either party can then communicate the agreed closure terms with Xpangineers at Support@xpangineers.com to proceed with the Contract termination as agreed and requested by both parties, otherwise either party may raise a dispute and follow the dispute resolution process as stated in this Terms and Conditions.
Customer creates milestones within a Service Contract and the same must be agreed and approved by the Freelancer for the Service Contract to start. Milestones are used to split the Service Contract into manageable sections. Every milestone has a description, a deadline, and a value/cost.
1) Types of Milestones:
a) Individual milestones (Lump sum).
Individual milestones must be paid by Customers in advance and these funds are held in the Freelancer’s Account balance by Stripe, the payment service provider, (for up to 90 days ONLY). When the Customer clicks the ‘Approve’ button of each milestone, means declaring an official acceptance of the work performed, ONLY then the funds are released to the Freelancer’s Account.
2) Managing Milestones
Milestones must be approved by both users to begin.
2) Managing Milestones
Milestones must be approved by both users to begin. If additional scope of work or activities appears during the course of the Service Contract, Customers can add new milestones any time as long as the Service Contract is still ongoing.
COMMUNICATION WITH OTHER USERS
Communication between Customers and Freelancers on the Platform must be conducted through the direct message functionality and/or other communication channels provided on the Platform. You must not post your email address or any other contact information (including but not limited to Skype ID or other identifying strings on other platforms) on the Platform, except in the "email" field of the registration form, at our request or as otherwise permitted by us on the Platform. When users enter into a Service Contract they are allowed to communicate directly outside the platform using emails, phone calls and video calls to execute the subject project as detailed in the Service Contract. However, the Parties shall process all their respective communications about the status of the agreed milestones, addition of new milestones, approval of the delivered services and payment processing must be made using the communication facilities of the Platform and its services.
EXCHANGE OF PROJECT DOCUMENTS
When a Customer and a Freelancer enter into a Service Contract, access to Xpangineers Document Management System will be provided by Xpangineers to both users, and the official exchange of all project documents and deliverables must only be conducted through Xpangineers Document Management System. Customer must upload all relevant project documents, drawings, specifications, standards and/or any other documents/drawings necessary for the work to be performed properly to the project specific Folder for the project to start. Freelancer must upload all project deliverables as detailed in the Service Contract to the project specific Folder for Customer’s Review and Approval. For Quality and tracking purposes, Customer’s comments and all revisions of all deliverables must be stored in the Document management system.
Xpangineers’ Document Management System meets normal industry standards for secure and efficient document management, performance tracking and is an essential tool used for project tracking and dispute resolutions, if any. Exchange, Review and Approval of project deliverables outside of Xpangineers Document Management System and its consequences is the Users’ responsibility. Access to project Folder will be denied once the project is completed and the Service Contract is terminated. Therefore, the Customer and Freelancer will each be responsible for maintaining their professional files.
If a Customer and a Freelancer enters into a Service Contract, they may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree with this Section.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its systems or any other equipment otherwise under its control.
PLATFORM FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish information on the Platform about the User, such as profiles and feedback. However, such information is based solely on unverified data that Freelancers or Customers voluntarily publish on the Platform and does not constitute and will not be an endorsement, or recommendation by Xpangineers; The Platform provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the platform, all Users, and the efficiency of the Platform and you specifically request that Xpangineers post feedback about Users, including yourself, on User Profiles and elsewhere on the Platform. You acknowledge and agree that feedback results for you, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users.
Xpangineers does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Xpangineers is not legally responsible for any feedback or comments posted or made available on the Platform by any Users. If you have any complaints about feedback posted by Users, please contact us at Support@xpangineers.com in order to investigate and take appropriate measures in respect untrue, misleading or unnecessarily offensive feedback. Xpangineers commits to remove such feedback within  hours of having established the falseness, misleadingness or offensiveness thereof. In order to protect the integrity of the feedback system and protect Users from abuse, Xpangineers reserves the right (but is under no obligation) to remove posted feedback or information that, in Xpangineers’s sole judgment, violates the Terms and Conditions or negatively affects our platform, diminishes the integrity of the feedback system and is inconsistent with the business interests of Xpangineers.
The Xpangineers Code of Conduct applies to all the services offered by Xpangineers. No conduct relating to threats, blackmail, intimidation of users to leave positive feedback will be tolerated, in particular any refusal to provide either deliverables or payment in relation to the provision of feedback.
DISPUTES AMONG USERS
If at any time a dispute arises between a Customer and a Freelancer over any aspect of the performance or interpretation of a Service Contract, such as a dispute over the quality of the Freelancer’s work, technicality of the work performed or the amount of compensation due, you acknowledge and agree that Xpangineers will not and is not obligated to provide any dispute assistance beyond what is explained below.
You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Service Contract, that you will first attempt to resolve any differences that you have in relation to such Service Contract, 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 Service Contract we encourage you to contact us at support@Xpangineers.com. Upon receipt of a dispute request, Xpangineers will rely on the records of its Document Management System as the primary source of information in the Dispute Resolution Process. Xpangineers shall have the right to request the Customer and Freelancer to provide additional documentation in support of their claim or position in relation to the dispute. You agree that Xpangineers has absolute discretion to accept or reject any document provided. You also acknowledge that Xpangineers is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person to the best of our knowledge and experience within the industry. 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 Xpangineers 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.
If you continue to have difficulties in relation to a technical dispute, you may opt to get a Cold Eye Review (technical) from one of our board of Consultants. In that case we encourage you to contact us at firstname.lastname@example.org.The cost of the Cold Eye Review will be paid by the requesting party to the Consultant in advance and prior the start of the Cold Eye Review.
In relation to disputes with any other users of the Platform, you hereby agree to indemnify Xpangineers 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.
It is agreed by you that you will make every endeavor at fair play and post reasonable and fair demands/offers on your dispute.
The Xpangineers Code of Conduct applies to all the services offered by Xpangineers. No conduct relating to threats, blackmail, intimidation of users to leave positive feedback will be tolerated, in particular any refusal to provide either deliverables or payment in relation to the provision of feedback.
A User found to be in breach of the Code of Conduct during the Dispute Resolution process may automatically lose the dispute in favour of the other party involved, regardless of the origin of the dispute.
DISPUTES WITH US
If a dispute arises between you and Xpangineers, our goal is to address your concerns immediately 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 emailing us at support@Xpangineers.com.
For any claim, Xpangineers may elect to resolve the dispute in a cost effective manner through a mediator. If Xpangineers elects a mediator, such mediator 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 Xpangineers will provide to you. The ADR provider and the parties must comply with the following rules: a) the mediator 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 mediator and b) the mediator shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; All claims you bring against Xpangineers 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, Xpangineers may recover its legal fees and costs, provided that Xpangineers has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Xpangineers'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.
In addition to the recognition that Xpangineers is not a party to any Service Contract between Users, you hereby release Xpangineers 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 any dispute you have with another User. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer services provided to Customer by a Freelancer.
LIMITATION OF LIABILITY
Xpangineers is not liable, and you agree not to hold us responsible and indemnify us, for any damages or losses arising out of or in connection with the Services, Terms and Conditions, including, but not limited to:
- Your use of or your inability to use our Platform or Platform Services;
- Delays or disruptions in our Platform, Platform Services or Platform-related connectivity;
- Viruses or other malicious software obtained by accessing, or linking to, our Platform or Platform Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Platform or Platform Services;
- Damage to your hardware device from the use of the Platform or Platform Services;
- A suspension or other action taken with respect to your Account;
- Your reliance on the quality, accuracy, or reliability of profiles, ratings and recommendations made available through the Platform;
TAXES AND BENEFITS
Customer and Freelancer agree and acknowledge that any agreement concluded between them using the Xpangineers’ Platform for the provision of engineering services by Freelancer to the benefit of Customer in lieu of financial compensation by Customer to Freelancer is solely between themselves. They each promise to settle, when applicable, any taxes, premiums for social security, pensions, schooling contributions, union fees, or other levies and fines or increases, regardless of the question whether such authority or person’s claim is justified under the applicable law and they each agree to indemnify and hold Xpangineers harmless from any and all damages, claims and costs, including without limitation the cost of legal defense and expert opinions, in relation to any taxes, premiums for social security, pensions, schooling contributions, union fees, or other levies and fines or increases.
Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Customers through STRIPE, and that Xpangineers will not withhold such taxes from payments to Freelancer; (b) to obtain any professional indemnity, general liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Xpangineers; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices, deviating from the standard invoices generated by the Platform, for the Freelancer fees and for issuing any invoices so required; and (d) for determining whether Freelancer 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, as appropriate, and indemnifying Xpangineers for any requirement to pay such taxes to the appropriate authorities (including penalties and interest). In the event of an audit of Xpangineers, Freelancer agrees to promptly cooperate with Xpangineers and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit.
PAYMENT METHODS AND TERMS
Payment processing services for users on Xpangineers are provided by STRIPE and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a user on Xpangineers, Freelancer agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Xpangineers enabling payment processing services through Stripe, you agree to provide Xpangineers accurate and complete information about you and your business, and you authorize Xpangineers to share it and transaction information related to your use of the payment processing services provided by Stripe.
Currently, Customers will have to pay the freelancers fees, admin fees and/or any other fees as per this Agreement using their own Credit Cards. As part of the registration process and to enable Freelancer to submit proposals, Freelancer must create his/her own Stripe connected account as per Stripe terms of Services.
THE PLATFORM CURRENCY
Currently, the Platform and the Platform Services operates in EURO.
When a Customer accepts a Freelancer’s proposal, agree on the milestones and start the Service Contract, the Customer must “Pay” the first milestone funds in advance. The milestone funds will be held in Stripe till the Freelancer perform the agreed milestone’s activities and mark it as “Completed”. Once the milestone is completed to the Customer’s satisfaction and marked as “Approved” by the Customer, only then the milestone funds will be released to the Freelancer’s bank account.
Freelancer may not start the activities related to a new milestone until the previous milestone’s funds are released by the Customer and the new milestone’s funds are paid in advance and held by Stripe. In such a case, Customer acknowledges, agrees and accepts the consequent delays and/or any other consequences affecting the Service Contract. And in such a case Customer agrees not to hold the Freelancer and/or Xpangineers liable for delays or such consequences affecting the Service Contract.
The Customer and Freelancer define and agree on each project/milestone value. To start each milestone, Customer must pay in advance, to the Freelancer, the milestone funds in addition to an “Admin Fee” and any applicable Taxes. The milestone funds will be held in Stripe connected account till the milestone is completed by Freelancer and Approved by Customer, then it will be released to the Freelancer. Customer will receive an invoice from the Freelancer for the total paid amount.
For each transaction between the Customer and Freelancer, the Platform deducts from the freelancer 20% of the transaction amount "commission fee", “Admin Fees” and any applicable VAT as mentioned below
VAT AND OTHER TAXES
In addition to the fees owed to Xpangineers under these Terms and conditions, Xpangineers may be required by applicable law to collect or withhold and pay taxes like VAT (some countries might be using other terms, however we’ll just refer to VAT and any local sales taxes collectively as “VAT”). Depending on your residency or location, Freelancer may be subject to certain taxes on certain fees that we charge.
Xpangineers is obliged by Dutch law and EU directives to collect the applicable VAT from Freelancers and pay it to the local tax authorities. VAT is assessed only on the digital services provided by Xpangineers (i.e. Service fees, Admin fees, subscriptions if applicable), NOT on the services the Freelancers provide to their Customers. VAT rates are calculated according to the local rate of the Expert’s country of residence. You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.
Customers may ask for a refund at any time for any funds that have been paid into their 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 Customer has asked to refund relates to a Milestone payment or our fees and charges, the Dispute process set out above must be followed.
If we agree to the refund, the funds will be received by the Customer via the same payment method(s) that the Customer used to make the original payment to us.
We may refund funds to Customers irrespective of whether a Customer has requested funds be refunded if:
- We determine that refunding funds to the Customer will avoid any dispute
- We determine that the original payment made by the Customer is fraudulent
- We determine that the Customer made a duplicate payment in error
- We are required by law or consider that we are required by law to do so
You can always request a refund by emailing us at email@example.com
For refunds related to Milestones payment, you expressly agree to use the dispute resolution process in this agreement, and expressly agree not to initiate any chargeback request with your card issuer. If you initiate any chargeback request or other similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Customer initiates a chargeback in violation of this Agreement, Customer agrees that Xpangineers may dispute or appeal the chargeback and institute collection action against Customer. 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.
If Customer is in “default”, meaning the Customer fails to pay the Freelancer Fees or any other amounts when due under the Service Contract, Xpangineers will be entitled to the remedies described hereunder. For the avoidance of doubt, Customer will be deemed to be in default on the earliest occurrence of any of the following: (a) Customer fails to pay the Freelancer Fees when due; (b) Customer fails to pay a balance that is due, within a reasonable period of time but no more than 15 days after accrual of the charge; (c) Customer cancelling its credit/debit cards or initiating a chargeback with a bank or other financial institution with regard to a charge made by a Freelancer or such other amount due being reversed to the Customer;
If Customer is in default, we may, without notice, temporarily or permanently close Customer’s Account and revoke Customer’s access to the Platform and Platform Services, including Customer’s authority to use the Platform to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Platform. However, Customer will remain responsible for any amounts that accrue on any open Service Contract at the time a limitation is put on the Customer’s Account as a result of the default. Without limiting other available remedies, Customer must pay upon demand by Freelancer for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Xpangineers, may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Customer’s Account; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Xpangineers does not guarantee that Customer is able to pay or will pay Freelancer Fees and Xpangineers is not liable for Freelancer Fees if Customer is in default. Freelancer may use the dispute process in order to recover funds from Customer in the event of a default. If Xpangineers recovers funds from a Customer in default, Xpangineers will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Customer.
NO RETURN OF FUNDS AND NO CHARGEBACKS
Customer acknowledges and agrees that Freelancers will charge or debit Customer’s designated Payment Method for the incurred Freelancers fees and that the charge or debit is non-refundable, except as stated above under REFUNDS and as otherwise required by applicable law. Customer also acknowledges and agrees that the Terms and Conditions provide a dispute resolution process as a way for Customer to resolve disputes. Customer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms and Conditions for any reason. A chargeback is a breach of the Terms and Conditions. If Customer initiates a chargeback in violation of this Agreement, Customer agrees that Xpangineers may dispute or appeal the chargeback and initiate collection action against Customer and take such other action it deems appropriate.
In order to use certain Platform Services, Customer must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Platform and authorizing payments with the Payment Method, Customer represents and warrants that: (a) Customer is legally authorized to provide such information; (b) Customer is legally authorized to make payments using the Payment Method(s); (c) if Customer is an employee of a company that owns the Payment Method, that Customer is authorized by the company to use the Payment Method to make payments on the Platform; and (d) such actions do not violate the terms and conditions applicable to Customer’s use of such Payment Method(s) or applicable law.
When Customer authorizes a payment using a Payment Method, Customer represents and warrants 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 Customer’s Payment Method(s), Customer is solely responsible for paying such amounts by other means.
You acknowledge and agree that a substantial portion of the compensation Xpangineers receives for making the Platfrom available to you is collected as a deduction of the Service Fee and Admin Fee as described in this Agreement. Xpangineers only deducts the Service Fee and Admin Fee when a Customer and a Freelancer pay and receive payment through the Platform. Therefore, for 6 months from the time you identify or are identified by any party through the Platform (the “Non-Circumvention Period”), you must use the Platform 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. You may opt-out of this obligation only if Customer or prospective Customer or Freelancer pays Xpangineers an “Opt-Out Fee” computed to be the greater of the following amounts:
a) 1000 Euro or
b) all Service Fees that would be earned by Xpangineers from the Xpangineers Relationship during the Non-Circumvention Period, computed based on the semi-annualized amount earned by Freelancer from Customer during the most recent normalized 8-week period, or during such shorter period as data is available to Xpangineers;
To pay the Opt-Out Fee, you must request instructions by sending an email message to Support@xpangineers.com
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Platform. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Platform to contact, hire, work with, or pay outside the Platform.
- Accept proposals or solicit parties identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform.
- Invoice or report on the Platform or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Customer and Freelancer.
You agree to notify Xpangineers immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Xpangineers by sending an email message to: Support@xpangineers.com
You acknowledge and agree that a violation of any provision in this Section is a breach to the Terms and conditions and may lead to a permanent suspension of your account.
CLOSING YOUR ACCOUNT
You may close your Account at any time by sending us a request at firstname.lastname@example.org
Account closure is subject to:
-not having any outstanding listings on the Platform;
-resolving any outstanding matters (such as a suspension or restriction on your Account); and
-paying any outstanding fees owing on the Account.
We may retain some of your personal information to satisfy legal and regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.
CODE OF CONDUCT
Xpangineers is a community of professionals and experts, and we have an obligation to conduct our business in accordance with all applicable rules, regulations and laws. We are committed to helping all Users act in a way that preserves trust and respect. This Code is meant as a guide to using our Platform appropriately and must be followed at all times. Breaches of this Code may result in disciplinary action, up to, and including, account termination. Any questions regarding this Code should be addressed to the Xpangineers Support Team at email@example.com
-I will act ethically and with integrity.
-I will comply with all of Xpangineer's policies.
-I will respect the rights of all Users.
-I will not abuse confidential information, or participate in any other illegal practice.
-I will not harass, bully or discriminate.
-I will not falsify my own or any other identity and I will provide true and correct information.
-I will not seek to communicate or receive payments off-Platform.
-I will not agree to do work I am not capable of doing.
-I will not request the upfront release of Milestone Payments before I have delivered work.
I am responsible for the content I post on Xpangineers and:
-I will not post content that infringes upon any copyright or other intellectual property rights.
-I will not post content that violates any law or regulation.
-I will not post content that includes incomplete, false or inaccurate information
-I will not post content that creates liability for Xpangineers or harms its business reputation.
-I will respect confidentiality and privacy.
-I will not disclose information or documents I have acquired, other than as required by law or where authorization is given by the Customer or Xpangineers.
-I will not ask other Platform users for their private contact details and will communicate with them only through official Platform features.
-I will not engage in fraud.
-I will not create multiple accounts.
-I will not use the Platform to illegally transfer funds.
-I will not use the Platform to generate false feedback about any person, product, or service.
-I will not engage in personal attacks, negative or other unfair criticism, and any unprofessional conduct.
-I will not underbid to mislead the bidding process.
-I will only bid on projects that I plan to complete.
Spam or Advertising
-I will not spam or advertise my website or any of my services unless I have a written permission from Xpangineers.
-I will not use Xpangineers to facilitate or assist in facilitating money laundering, circumvention of currency restriction laws or any other form or type of illegal money exchange.