Subject to the conditions set forth herein, BeGig may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. BeGig will provide a prior intimation or notice of any amendment that includes any Substantial Change, by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase in Fees charged by BeGig, BeGig will provide at least 30 days advance notice of the said change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
“Business Days” means any day excluding Saturdays, Sundays or any other days on which commercial banks in India are required to be closed for business
“Confidential Information” means any material or information provided to, or created by, a user to evaluate a Gig or the suitability of another user for the Gig, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Enterprise; (b) was lawfully received by user without restriction from a third party having the right to disseminate the information; (c) was already known by user prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by user without use of another person’s Confidential Information .
“Enterprise” means any business entity whose Admin and his/her Team Members being authorized users are authorized to utilize the Site or Site Services, to seek and/or obtain Freelancer Services, including from another User
“Fixed Price Contract” means a Service Contract for which Enterprise is charged a fixed fee agreed between an Admin from the Enterprise and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by the Admin of the Enterprise for such Service Contract.
“Freelancer” means any authorized user utilizing the Site or Site Services, to advertise or provide Freelancer Services to Enterprises. A Freelancer is neither a customer nor an employee of BeGig with respect to use of the Site and Site Services.
“Freelancer Fees” means, (a) for an Hourly Contract: The amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the fee charged for each hour by Freelancer); and (b) for a Fixed-Price Contract: The fixed fee agreed between an Admin from an Enterprise and a Freelancer, inclusive of all Goods and Service Taxes and Income Taxes associated therewith.
“Freelancer Services” means all services performed for or delivered to Enterprises by Freelancers.
“Gig” means an engagement for Freelancer Services that a Freelancer provides to an Enterprise under a Service Contract on the Site.
“Hourly Contract” means a Service Contract for which Enterprise is charged based on the hourly rate charged by Freelancer
“Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for an Enterprise.
"Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other user.
"Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Service Contract” means the contractual provisions between an Enterprise and a Freelancer governing the Freelancer Services to be performed by a Freelancer for an Enterprise for a Gig
“Solutions" means any tangible or intangible deliverables that Freelancer agrees to create for, or actually delivers to, Enterprise as a result of performing the Freelancer Services, including, but not limited to, computer programs, or other information and any intellectual property developed in connection therewith.
“Statement of Work or SOW” means the document generated on the site which records understanding entered into by and between the Freelancer and Enterprise governing the payment terms, scope of work and the manner in which the Freelancer Services will be availed by the Enterprise with respect to the Gig;
"Substantial Change" means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“User Content" means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to BeGig, including such content or information that is posted as a result of questions.
2. BEGIG ACCOUNTS
2.1 REGISTRATION AND ACCEPTANCE
2.2 ACCOUNT ELIGIBILITY
BeGig offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a limited liability partnership, private limited company, limited company or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any 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 (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
2.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you provide to us to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business or your skills and to correct any such information that is or becomes false or misleading.
2.4 ACCOUNT TYPES
You can register for an Account to use the Site and Site Services as a Freelancer (a “Freelancer Account”). However, you agree not to have or register for more than one Account without express written permission from BeGig. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
2.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit.
2.6 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, validation against third-party databases or 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 BeGig. You authorize BeGig, 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 timely provide us with complete information about yourself which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
2.7 USERNAMES AND PASSWORDS
Each person who uses the Site 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. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service
3. PURPOSE OF BEGIG
The Site is a marketplace where Enterprises buy and the Freelancers advertise and sell Freelancer Services online. Subject to the Terms of Service, BeGig provides the Site Services to users, including hosting and maintaining the Site, facilitating the formation of Service Contracts. When you enter a Service Contract either offline or online through the site, you agree to invoice and receive payments of any amounts owed under the Service Contract and also for payment applicable taxes through BeGig.
3.1 RELATIONSHIP WITH BEGIG
BeGig merely makes the Site and Site Services available to enable Freelancers and Enterprises to find and transact directly with each other. BeGig does not introduce Freelancers to Enterprises, select Gigs for Freelancers, or select Freelancers for Enterprises. Through the Site and Site Services, Freelancers may be notified of Enterprises that may be seeking the services they offer, and Enterprises 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 Gig, Enterprise or Freelancer on their own. If users decide to engage and execute a SoW, and a service contract subsequently, the Service Contract is directly between the users and BeGig is not a party to that Service Contract.
The Service Contract may be entered through offline/ online modes independent of BeGig, however the same shall be as per the format provided by BeGig, which will be mandatorily shared with BeGig ascertaining the payment terms, scope of work and the manner in which the Freelancer Services will be provided along with the quantum of the Freelancer Fees for the Gig as decided in the SoW as well as each users warranty and guarantee towards BeGig. BeGig intends to make the entire process paperless and is working on developing the execution of the Service Contract online through its website only
BeGig is not responsible for and is not party to the Service Contract even if the same contains covenants impacting rights of BeGig and under no circumstances will any such contract create an employment or any service relationship between BeGig or the Freelancer or make BeGig party to any dispute which may arise by and between the Freelancer and Enterprise regarding the Freelancer Services, Service Contract, Solutions, etc.
You acknowledge, agree, and understand that BeGig is not a party to the relationship or any dealings between Enterprise and Freelancer. 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 background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Freelancer Services; and/or (e) paying for Freelancer Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information. BeGig does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Enterprise’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Enterprises; and does not perform background checks on or guarantee the work of Freelancers or Enterprises. You acknowledge, agree, and understand that BeGig does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Gig, Gig terms or Solutions. BeGig makes no representations about and does not guarantee, and you agree not to hold BeGig 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 Enterprises to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of an Enterprise or Freelancer to actually complete a transaction. While BeGig may provide certain badges on Freelancer or Enterprise profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Freelancer or Enterprise to complete a Service Contract and is not a guarantee of any kind, including, the quality of Freelancer Services or Enterprise Gig.
You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Gigs to accept; the time, place, 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: (i) you are not an employee of BeGig, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) BeGig 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; (iii) BeGig 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; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and BeGig does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is BeGig involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Gig; (v) Freelancer will be paid at such times and amounts as agreed with an Enterprise as per the SoW forming part of the Service Contract; (vi) BeGig does not provide Freelancers with training or materials related to any Service Contract; (vii) BeGig does not provide the premises at which Freelancers will perform the work and (viii) BeGig does not authorize the use of subcontractors or employees of a Freelancer to perform Freelancer Services by delegating work. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to BeGig’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are a Freelancer, you expressly acknowledge, agree, and understand that: (1) any agency created by way of subcontracts or use of your employees is at your sole risk and that the payments for work performed on the Site are made only to you; (2) BeGig is not a party to the Service Contract between you and the Enterprise and consequently BeGig shall have no liability or obligations arising from any agreement entered between you and your employee or sub-contractor, even if your employee or sub-contractor defaults; (3) no employee or subcontractor of yours is an employee or agent of BeGig; (4) BeGig does not, in any way, supervise, direct, or control your employees or sub-contractors; (5) BeGig does not set any contract terms between you and your employees or your sub-contractors; and (6) BeGig makes no representations as to the reliability, capability, or qualifications of any of your employees or sub-contractors, and BeGig disclaims any and all liability relating thereto.
3.2 TAXES AND BENEFITS
Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Enterprises through BeGig, and that BeGig will not withhold any taxes from payments to Freelancer except what is mandated under applicable law; (b) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (c) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any service 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 (d) if outside India, for determining if BeGig is required by applicable law to withhold any amount of the Freelancer Fees and for notifying BeGig of any such requirement and indemnifying BeGig for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).
In the event of an audit of BeGig, Freelancer agrees to promptly cooperate with BeGig 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 BeGig.
3.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that users publish and request BeGig to publish on their behalf information on the Site about the user, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Enterprises voluntarily submit to BeGig and does not constitute and will not be construed as an introduction, endorsement, or recommendation by BeGig;
BeGig provides such information solely for the convenience of users.
You acknowledge and agree that user feedback benefits the marketplace, all users, and the efficiency of the Site and you specifically request that BeGig compile and post composite feedback, in part or as a whole, about users, including yourself, on user Profiles and elsewhere on the Site. You acknowledge and agree that feedback results, including your Gig Success Score, wherever referenced, and other User Content highlighted by BeGig on the Site or otherwise (“Composite Information”), if any, may include user comments, User ratings, indicators of user satisfaction, and other feedback left exclusively by other users. You further acknowledge and agree that BeGig will make Composite Information available to other users.
BeGig provides its feedback system as a means through which Users can share their opinions of other users publicly, and BeGig does not monitor, influence, contribute to or censor these opinions. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other user. BeGig 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. BeGig is not legally responsible for any feedback or comments posted or made available on the Site by any users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect users from abuse, BeGig reserves the right (but is under no obligation) to remove posted feedback or information that, in BeGig’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of BeGig.
You acknowledge and agree that you will notify BeGig of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, BeGig may rely on the accuracy of such information.
4. CONTRACTUAL RELATIONSHIP BETWEEN ENTERPRISE AND FREELANCER
4.1 SERVICE CONTRACTS
Upon execution of the SoW, the Enterprise and Freelancer will enter into a Service Contract, the Service Contract is a contractual relationship directly between the Enterprise and the Freelancer and as provided under Clause 3.1. Begig is not a party to the same Enterprise and Freelancer have complete discretion with regard to the service fees, timelines and other matter pertaining to the Gig, etc. and the same will form part of the SoW however they will have to necessarily enter into the Service Contract as provided by BeGig. You acknowledge, agree, and understand that BeGig is not a party to any Service Contract, that the formation of a Service Contract between users will not, under any circumstance, create an employment or other service relationship between BeGig and any user or a partnership or joint venture between BeGig and any user.
With respect to any Service Contract, Enterprises and Freelancers understand that the said agreements do not conflict with, narrow, or expand BeGig’s rights and obligations under the Terms of Service, including this Agreement and in the event of conflict between the Service Agreement and User Agreement, the terms of the User Agreement shall prevail in all circumstances.
4.2 DISPUTES AMONG USERS
For disputes arising between Enterprises and Freelancers, you may pursue your dispute independently as contained in the Service Contract and you acknowledge and agree that BeGig will not and is not obligated to provide any dispute assistance to you. However, it is the duty of the user to give due notice to BeGig of the dispute that has arisen between the Freelancer and Enterprise, within two days of the dispute having arisen. If Freelancer or Enterprise intends to obtain an order from any arbitrator or any court that might direct BeGig to take or refrain from taking any action, that party will (a) give us at least five Business Days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting BeGig, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting BeGig, the party may be paid for the reasonable value of the services to be rendered pursuant to such order.
4.3 CONFIDENTIAL INFORMATION
Users may agree to any terms in addition to the ones contained herein or in the Service Contract which 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 that this Section 4.3 would be applicable to them. To the extent a User provides Confidential Information to another user, 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 premises, systems, or any other equipment otherwise under its control.
5. WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between BeGig and a user. Enterprise is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Gig.
Enterprise is solely responsible for and assumes all liability for determining whether or not a Freelancer should be engaged as an independent contractor and further warrants that: (1) its decision regarding engaging the Freelancer as an independent contractor is correct and; (2) that its manner of engaging the Freelancer as an independent contractor complies with applicable laws, regulations, and rules.
6. BEGIG FEES
6.1 FEES FOR FREELANCERS
Freelancer shall pay BeGig a Disbursement Fees for costs incurred in remitting payments to their bank account (“Disbursement Fee”)
The Freelancer agrees that the payment of the Freelancer Fees by the Enterprise will be disbursed through BeGig.
The Freelancer Fees is subject to the approval of the Enterprise of the work undertaken by the Freelancer and the receipt of the payment by Begig from the Enterprise as per the terms of the Service Agreement wherein the Freelancer upon completion of the work/ gig will apprise BeGig of the completion of the milestone and thereafter raise the invoice upon BeGig which will be forwarded to the Enterprise which shall also within seven (7) days of the completion of the work apprise BeGig of their satisfaction with the same and thereafter release the payments to BeGig. However, in the event of dispute between the Freelancer and the Enterprise which may lead to withholding or delay of payment on part of the Enterprise, the Freelancer cannot claim any right or remedy against BeGig for the Freelancer Fees.
However, in the event of non-disbursement of Freelancer Fees by the Enterprise in consonance with the terms of the Service Contract between the parties, BeGig will apprise the Freelancer of the same and may guide/ support (though not mandatorily) the Freelancer of future course of action which it may need to initiate in order to recover the Freelancer Fees.
6.2 GST AND OTHER TAXES
BeGig is required by applicable law to collect taxes or levies including, without limitation, income tax or GST (while some countries may refer to GST using other terms, e.g. VAT, we’ll just refer to VAT, GST and any local sales taxes collectively as “GST”) from the Enterprise (the "Taxes"). In such instances, any amounts BeGig is required to collect for the payment of any such Taxes shall be collected in addition to the Service Fees owed to BeGig under the Terms of Service.
6.3 NO FEE FOR INTRODUCING OR FOR FINDING GIGS
BeGig does not introduce Enterprises to Freelancers and does not help Freelancers secure Gigs. BeGig merely makes the Site and Site Services available to enable Freelancers to secure Gigs on their own and may from time to time highlight Gigs that may be of interest. Therefore, BeGig does not charge a fee when a Freelancer finds a suitable Enterprise or finds a Gig. In addition, BeGig does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
7. PAYMENT TERMS
7.1 FIXED PRICE CONTRACTS
On the Freelancer and the Enterprise having entered into a Fixed Price Contract for a Gig and after the Fixed Price Contract has been uploaded on BeGig within two (2) Business Days from the date of its execution, the Enterprise shall pay Freelancer Fees in accordance with the terms of the Fixed Price Contract. In case the Freelancer has agreed in the Fixed Price Contract to receive the full Freelancer Fees after completion of the Gig, the Freelancer after submitting the Solutions to the Enterprise, shall raise an invoice of Freelancer Fees to the Enterprise through BeGig. The Enterprise agrees to disburse the Freelancer Fees to BeGig within fifteen (15) Business Days from the date on which the Enterprise receives the invoice of Freelancer Fees and BeGig shall remit the Freelancer Fees to the Freelancer within twenty one (21) Business Days from the date it receives the Freelancer Fees from the Enterprise
In case the Freelancer has agreed in the Fixed Price Contract to receive a part of the Freelancer Fees on achieving certain milestones towards completion of the Gig, the Freelancer on submitting a part of the Solutions to the Enterprise shall raise part of the invoice of the Freelancer Fees to the Enterprise through BeGig. The Enterprise agrees to disburse part Freelancer Fees to BeGig within fifteen (15) Business Days from the date on which the Enterprise receives the part invoice of Freelancer Fees and BeGig shall remit the part Freelancer Fees to the Freelancer within twenty one (21) Business Days from the date it receives the part Freelancer Fees from the Enterprise. In case the Enterprise feels that there is a discrepancy in the invoice of Freelancer Fees raised by Freelancer the Enterprise shall inform BeGig of the same within two (2) Business Days failing which the invoice of Freelancer Fees will be deemed to be accepted by the Enterprise.
7.2 HOURLY CONTRACTS
On the Freelancer and the Enterprise having entered into an Hourly Contract for a Gig and after the Hourly Contract has been uploaded on BeGig within two (2) Business Days from the date of its execution, the Enterprise shall pay Freelancer Fees in accordance with the terms of the Hourly Contract.
During the duration of the Gig the Freelancer shall raise Hourly Invoice constituting a part of Freelancer Fees to the Enterprise through BeGig on the basis of completion of mutually agreed milestones starting from the execution of the Hourly Contract. The Enterprise agrees to disburse part Freelancer Fees to BeGig within fifteen (15) Business Days from the date on which the Enterprise receives the Hourly Invoice constituting a part of Freelancer Fees and BeGig shall remit part Freelancer Fees to the Freelancer within twenty one (21) Business Days from the date it receives the part Freelancer Fees from the Enterprise.
In case the Enterprise feels that there is a discrepancy in the invoice of Freelancer Fees raised by Freelancer the Enterprise shall inform BeGig of the same within two (2) Business Days failing which the invoice of Freelancer Fees will be deemed to be accepted by the Enterprise.
8.1 MAKING PAYMENTS THROUGH BEGIG
You acknowledge and agree that a substantial portion of the compensation BeGig receives for making the Site available to you is collected through the Fee described in Section 6 and that in exchange a substantial value to you is the relationships you make with other users when you identify or are identified by another person through the Site or Site Services (the “BeGig Relationship”). BeGig only receives the Service Fee when an Enterprise and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 8.2, for thirty six (36) months from the start of a BeGig Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site.
By way of illustration and not in limitation of the foregoing, you agree not to:
Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
Invoice or report on the Site an invoice or payment amount lower than that actually agreed, made, or received between Users.
Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify BeGig immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 8 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to BeGig at email@example.com. You acknowledge and agree that a violation of any provision in this Section 8.1 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 8.1.
8.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Zoom, Webex, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract and at the stage of negotiation pertaining to SoW you (a) will use BeGig as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of BeGig; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
You acknowledge and agree that a violation of any provision of this Section 8.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 8.2.
8.3 Freelancer acknowledges that BeGig has the right to blacklist the Freelancer and withhold any payment to which he/ she is eligible in case the Freelancer circumvents any of the terms under Section 8.1 and 8.2
9. RECORDS OF COMPLIANCE
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax laws, and (b) provide copies of such records to BeGig upon request. Nothing in this subsection requires or will be construed as requiring BeGig to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on BeGig’s part to store, backup, retain, or grant access to any information or data for any period.
10. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BEGIG MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, SOLUTIONS, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEGIG DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SECTION 14 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST BEGIG WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
11. LIMITATION OF LIABILITY
BeGig is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your Account;
your reliance on the quality, accuracy, or reliability of posted Gigs, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service
ADDITIONALLY, IN NO EVENT WILL BEGIG, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF BEGIG, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED INR 5,000 (INDIAN RUPEES FIVE THOUSAND). THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU
In addition to the recognition that BeGig is not a party to any contract between Users, you hereby release BeGig, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Enterprise by a Freelancer and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless BeGig, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Solutions or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
It is reiterated that any liability of BeGig to the other Party or any other Persons for any claims arising on account of the services provided by BeGig including any acts of its representatives, employees, officers, affiliates etc. in respect of the services provided by BeGig shall not in any event exceed INR 5000 (Indian Rupees Five Thousand).
14. AGREEMENT TERM AND TERMINATION
14.1 TERM AND TERMINATION
These Terms of Service shall remain in full force and effect till the time you use the Site and Site Services. Unless both you and BeGig expressly agree otherwise, in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written to the other, which will result in the termination of the Terms of Service, except as otherwise provided herein. You may provide written notice to firstname.lastname@example.org. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. BeGig is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Gig entered into between Users. If you attempt to terminate this Agreement while having one or more open Gigs, you agree (a) you hereby instruct BeGig to close any open Gig; (b) you will continue to be bound by this Agreement and the Terms of Service until all such Gigs have been closed on the Site; (c) BeGig will continue to perform those Site Services necessary to complete any open Gig or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to BeGig for any Site Services or such other amounts owed under the Terms of Service.
Without limiting BeGig’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or BeGig or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without BeGig’s prior written consent.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF BEGIG DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, BEGIG HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT BEGIG WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
14.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which BeGig will have no liability whatsoever. BeGig, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions permitting audits, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or BeGig from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
15. DISPUTES BETWEEN YOU AND BEGIG
15.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and BeGig or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly you, BeGig, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, any other Terms of Service, your relationship with BeGig, the termination of your relationship with BeGig, or the Site Services (each, a “Claim”) in accordance with this Section 16 (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, any payments or monies you claim are due to you from BeGig or our Affiliates or successors, privacy and all other legal claims arising out of or relating to your relationship with BeGig or the termination of that relationship.
15.2 CHOICE OF LAW
15.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and BeGig agree to first notify each other of the Claim. You agree to notify BeGig of the Claim at email@example.com, and BeGig agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and BeGig then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or BeGig, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and BeGig will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
15.4 BINDING ARBITRATION
the Claim by final and binding arbitration before an arbitrator.
15.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
In the unlikely event that you and BeGig are unable to resolve a Claim within sixty (60) days, such Claim shall be referred to and finally be resolved by arbitration administered by the Delhi International Arbitration Centre (“DIAC”) in accordance with its rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat and venue of the arbitration shall be New Delhi. The Arbitral Tribunal shall consist of a single arbitrator. The language of the arbitration shall be English, and all documents submitted to the arbitration shall be in their original form together with any English translations. You and BeGig agree that any arbitration award shall be final and biding upon you and BeGig and that obligations under this Agreement shall be carried on even in the event a dispute is referred to Arbitration. BeGig shall not be liable towards you for any consequential, incidental, special or punitive damages.
15.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
16.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and BeGig relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The Section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though BeGig drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or BeGig because of the authorship of any provision of the Terms of Service
16.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon BeGig unless they are agreed in a written instrument signed by a duly authorized representative of BeGig or posted on the Site by BeGig. Email will not constitute a written instrument as contemplated by this Section 16.2. Our 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. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without BeGig’s prior written consent in the form of a written instrument signed by a duly authorized representative of BeGig. BeGig may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
All notices and communications to BeGig shall be in writing, in English, and shall be delivered personally, by commercial messenger, by courier service or registered mail to the following address:
Postal Address: Begig Private Limited
7th Floor, Capital Cyberscape, Sector 59,
Golf Course Extension Road, Gurugram-122102, India
Any notice or communication to BeGig can also be sent to BeGig in writing, in English, on firstname.lastname@example.org and the same shall be deemed to be delivered to BeGig after 48 hours of delivery of such email notice or communication. Any notice of communication provided to you shall be on your email address on file and you agree and acknowledge that the same will be deemed to be delivered to you after forty eight (48) hours of delivery of such email notice or communication.
16.6 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, pandemics, epidemics, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
16.7 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in India.
16.8 ACCESS OF THE SITE OUTSIDE INDIA
Users who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable International, Indian, state, and local laws and regulations. In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; or (b) a citizen or resident of, or located in, a geographic area that is subject to Indian or other sovereign country sanctions or embargoes. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
16.9 CONSENT TO USE ELECTRONIC RECORDS
The Site and its services are under continuous review and the terms and conditions may be amended from time to time with or without notice to the User. Further the execution of documents offline will have to read in consonance with the terms of this Agreement and merely execution of the same offline shall in no manner absolve the user of his/ her liability under the terms of the User Agreement.