Effective Date: January 7, 2019
Amendment Date: January 4, 2019
This User Agreement (hereinafter the “Agreement”) is a contract between you (hereinafter “User”) and Handiss S.A.L. (hereinafter “Handiss”). User must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use the Handiss website (www.handiss.com) (hereinafter the “Site” or “Handiss Site”), and all services, applications and products that are accessible through the Site.
"User" means an individual who visits or uses the Site, whether User is an Expert or a Client.
"Account" or “User Account” means the account a User is allowed access to on the Site.
"Inactive Account" means an Account that has not been logged into for a continuous six-month period.
“Expert” means the User who offers services through the Site after being allowed to open an Account on the Site.
“Client” means the User who seeks services through the Site after opening an Account on the Site.
"Site" or “Handiss Site” means the website operated by Handiss and available at www.handiss.com and any related Handiss service, tool or application.
"Project" means a listing created by a Client describing a construction project and/or development. Each Project can be associated with one or several Jobs.
"Job" means a service requested by a Client from an Expert through the Site. A Job must be associated with a Project on the Site. Jobs are added to a Project by the Client who posts the Project.
“Quotation” or “Quotations” means a document stating the fees for the Expert Services that the Client will pay to Handiss, or a document stating the fees charged by the Expert for Expert Services and submitted to Handiss – There may be one Quotation or several Quotations per Job.
“Expert Services” means services rendered by an Expert after being awarded a Job by a Client.
“Kick-Off Service Fee” means the fee paid by Client to Handiss once Handiss successfully matches a Client to an Expert who will execute a Job for the Client.
"Payment" means a payment made by the Client for the provision of Expert Services paid in one or more phases depending on the agreement between Expert and Client, and which is released in accordance with the section "Phase Payments" below.
"Quotation" means the document setting out the terms, conditions, and payments that apply to a specific Job; a Quotation is generated after a Client has chosen an Expert to perform a Job.
"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide, as well as the subject matter of such rights, including: (a) patents, copyrights, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in (a) above, whether or not such rights are registered or capable of being registered and whether existing under any laws or in equity.
“Confidential Information” means any information provided to, or created by, a User to seek, provide or assist in providing Expert Services, regardless of whether 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 Expert or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure 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.
1. Digital Signature
By filling out the sign-up form to register for an Account on the Handiss Site, or by clicking to accept the Agreement when prompted on the Site, User is deemed to have executed this Agreement electronically and to have agreed to all its terms and conditions (as amended from time to time), effective immediately thereafter; this constitutes an acknowledgement that User has electronically received, downloaded, and printed this Agreement, and any amendments thereof, and affixed his/her signature on it in approval of all its provisions.
User acknowledges that User has carefully read this Agreement, has obtained the advice of counsel in connection with entering into it, understands the full nature and extent of this Agreement, and intends to comply herewith and be bound hereby.
It is clear to User that the sign-up form is not an account, and that Handiss has to approve the sign-up form, after which Handiss creates an account for User and notifies User of such account creation. It is also clear to User that Handiss has the right to use any and all information in the sign-up form in order to create the User’s Account, and that Handiss has the right to amend any information, including the User’s photo, it deems necessary in User’s Account to reflect Handiss’ professionalism and ethical principles.
2. Consent to Use Electronic Records
User may receive certain records from Handiss, such as contracts, notices, and communications, in writing. To facilitate User’s use of the Site, User gives Handiss permission to provide these records to User electronically to the email provided by User to Handiss. User shall be deemed to have received said records electronically on the date they were sent.
User is not entitled to use the Site if User:
User may provide a business name or the name of a company that has been legally incorporated so that it is can be associated with User’s Account.
User acknowledges and agrees that, where a business name or company name is associated with an Account, this Agreement is a contract with the User as an individual (not the business or company) and User remains solely responsible for all activity undertaken in respect of said Account.
Handiss may, at its absolute discretion, refuse to register a person or corporate entity as a User.
4. Conditions for Using the Site
While using the Site, User will not:
As a result of this article being of utmost importance, any breach of the aforementioned will result in the breaching Party being liable to pay Handiss liquidated damages in the amount of 10,000 USD (Ten Thousand United States Dollars).
5. Inactive User Account
User Accounts that have not been logged into for a continuous period of six months (hereinafter the “ Inactivity Period”) 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 User's profile, portfolio storage, listing in directories, promotion of User’s profile on the Site and elsewhere as well as file storage, message transmission and message storage.
Handiss reserves the right to close an Inactive Account at the end of the Inactivity Period.
6. Handiss’s Right to Refuse Service to User
Handiss may close, suspend or limit User access to own Account at any time for any reason it deems appropriate. Without limiting the foregoing, Handiss may close, suspend or limit User access to own Account:
If Handiss closes a User Account due to User’s breach of this Agreement, User may also become liable for certain fees as set forth in this Agreement.
Without limiting or precluding other remedies, to the extent User has breached this Agreement, User must pay Handiss all fees owed to Handiss and reimburse Handiss for all losses, costs and expenses (including, but not limited to, any and all costs associated with time spent by Handiss’s employees) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
If Handiss closes a User Account for a reason other than as a result of a breach of this Agreement, unless as otherwise specified in this Agreement, User will be entitled to any payment due from Handiss.
In the event that Handiss closes a User Account, User will have no claim whatsoever against Handiss in respect of any such suspension or termination of said Account.
7. Fees and Services
Handiss charges fees for certain services it provides through its Site.
When using a service that has a fee, User has an opportunity to review and accept the fees to be charged; fees may change from time to time and will be updated on the Site. Handiss may choose to temporarily change the fees for its services for promotional events, or introduce new services; such changes are effective when Handiss posts the temporary promotional event or new service on the Site.
Unless otherwise stated, all fees are quoted in United States Dollars.
8. Taxes & Invoices
Users are responsible for paying any and all taxes, including value added taxes, which may be applicable, depending on the jurisdiction of the Project. These taxes will be added to fees billed to User, if applicable.
User must also comply with any and all obligations related to income tax provisions under User’s jurisdiction.
Handiss will have no responsibility for determining the necessity of issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Expert Services.
Expert will be solely responsible for determining whether s/he is required by applicable law to issue any formal invoices for the Expert Services and for issuing any invoices so required.
9. Appointment of Payment Administration Agent
Users acknowledge and agree that Handiss may, at its sole discretion, from time to time, appoint a third party as its agent to accept or make payments from or to Users on its behalf (hereinafter “Payment Administration Agent”). The Payment Administration Agent will have the same rights, powers and privileges that Handiss has under this Agreement and will be entitled to exercise or enforce its rights, powers and privileges as agent of Handiss or in its own name. In no event shall Handiss be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by Handiss.
10. Promotion of User’s Company, Business Name, Logo, Images, or Other Media
Handiss may display the User’s (or the User’s company’s) name, business name, logo, images, other media, and public description of User Projects and Accounts on the Site and/or other marketing materials relating to the Site, except where User has explicitly requested that Handiss not do this and Handiss has agreed to such request.
When User gives Handiss any sort of content or information shared on the Site, User grants Handiss a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) User has in the content, in any media known now or in the future.
User acknowledges and agrees that: (1) Handiss only acts as a portal for the online distribution and publication of User content. Handiss makes no warranty that User content is actually made available on the Site. Handiss has the right (but not the obligation) to take any action deemed appropriate with respect to content provided by User; (2) Handiss has no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Site; and (3) any and all content submitted to the Site is subject to the approval of Handiss. Therefore, Handiss may reject, approve or modify User content at its sole discretion.
User represents and warrants that content provided by User:
Handiss provides unmonitored access to third-party content, including User feedback and articles with original content and opinions (or links to such third-party content). Handiss only acts as a portal and has no liability based on, or related to, third party content on the Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Site may contain links to other third-party websites. Handiss does not control the websites to which it links from the Site. Handiss does not endorse the content, products, services, practices, policies or performance of the websites it links to from the Site. Use of third party content, links to third party content and/or websites is at User’s own risk.
Unless otherwise agreed with Handiss, User must not advertise an external website, product or service on the Site. Any website address posted on the Site, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, User or Expert Service being performed on the Site. An example of a permissible website address would be a portfolio of work.
Handiss may display sponsor advertisements and promotions on the Site. User acknowledges and agrees that Handiss shall not be responsible for any loss or damage of any kind incurred to any User as a result of the presence of such advertisements/promotions on the Site. Furthermore, User acknowledges and agrees that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by Handiss or third party right holders, User agrees not to modify, sell, distribute, appropriate or create derivative works based on such advertisements/promotions.
13. Communication with Other Users
User must not post an email address or other contact information on the Site, except in the "email" and “phone number” fields of the sign-up form, at Handiss’s request or as otherwise permitted by Handiss in writing on the Site.
Unless a User has a prior relationship with another User, User must only communicate with Users via the Site.
14. Handiss’s Right to Review
Handiss may read all correspondence posted to the Site and download or access, and test (if necessary), all uploaded files, programs and websites related to User’s use of the Site for the purpose of investigating fraud and for risk management and related purposes.
15. User Identity
User authorizes Handiss, directly or through Handiss-designated third parties, to make any inquiries Handiss considers necessary to validate User identity. User must, at the request of Handiss: (1) provide further information to Handiss, which may include User date of birth and other information that will allow Handiss to reasonably identify User; (2) take steps to confirm ownership of User email address or financial instruments; and (3) verify User information against third party databases or through other sources.
Handiss reserves the right to close, suspend, or limit access to any User Account, the Site and/or any services provided by Handiss in the event Handiss is unable to obtain or verify to its satisfaction the information which is requested under this section.
16. User Obligations
When Expert applies for a Job on Handiss, Expert acknowledges that Handiss shall have the right to amend Expert’s offer and pricing if either or both seem to be unreasonable. Expert shall be notified of such amendment and shall have the right to withdraw from the Job if such amendment is deemed to be unacceptable by Expert.
Upon the Client awarding a Job to an Expert, and the Expert's accepting such award of Job on the Site, the Client and Expert will be deemed to have entered into a User Contract under which the Client agrees to purchase certain Expert Services, and the Expert agrees to provide said services. Both Client and Expert agree not to enter into any contractual provisions in conflict with this Agreement.
Each User is responsible for complying with all obligations vis-à-vis the other User. In case of default, the defaulting User will become liable to the other User. Users agree to stay aware of and comply at all times with any domestic laws, international laws, statutes, ordinances and regulations relevant to them as either Clients or Experts, or relevant to any other uses Users make of the Site.
If one User breaches any obligation vis-a-vis another User, the User in breach shall be responsible for curing such breach.
Each User acknowledges and agrees that the relationship between Client and Expert is that of an independent contractor. Nothing in this Agreement creates a partnership, a joint venture, an agency or an employment relationship between Users. Nothing in this Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Handiss and User.
Each User unconditionally and irrevocably waives any and all rights or claims s/he may have against Handiss in respect of Projects, Jobs, Expert Services, or services in any way provided to or received through the Site. For the avoidance of doubt, Handiss is acting solely as an intermediary between Users.
User may have funds in User Account if User has prepaid for fees or charges or for Expert Services to be provided via the Site. An Expert may have funds once having successfully completed a Job, and funds have been released to Expert.
Handiss shall receive payments of all fees exchanged between Users on the Site. For the avoidance of any doubt, Handiss shall act as an intermediary such that when a Job is awarded, Handiss will request the relevant Client to pay the fees due to the Expert. Handiss will then hold said funds and then release them to the Expert once the Job is completed and the Client is satisfied with the Expert Services.
Funds received by Handiss will be kept in custody by Handiss in the Handiss operating accounts, which are held with reputable banks. For the avoidance of any doubt, Funds received by Handiss are not held separately by Handiss and may be commingled with Handiss’s general operating funds and funds of other User Accounts.
User is not entitled to any interest, or other earnings for funds that are paid to Handiss.
Handiss may receive interest on funds held by Handiss in its operating accounts (which may include funds in User Account) from financial institutions with whom Handiss holds its operating accounts. Any such interest earned belongs to Handiss and Handiss will not be liable to any User for any imputed interest on such funds.
If a User becomes liable to pay any amount in respect to the Site, Handiss may:
In the event that Handiss offsets a negative amount of funds pursuant to this section, it may be bundled with another debit amount coming out of User’s Account.
Handiss reserves the right to collect any funds owed to Handiss by any other legal means.
User acknowledges and agrees that:
18. Fraud Prevention& Applying Limits
Handiss reserves the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If Handiss becomes aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. paid a Payment using a stolen credit card), process will be reversed immediately. If those funds have already been released to a User, User must pay the funds back into User’s own Account. If User do not do so, Handiss may suspend, limit or cancel User Account, or take action against User to recover those funds.
Handiss may, at its sole discretion, place a limit on any or all of the funds in User Account (thereby preventing any use of the funds) if Handiss:
If User is involved in a dispute, Handiss may (in certain circumstances) place a temporary limit on the funds in User’s Account to cover the amount of any potential liability. If the dispute is resolved in User’s favor, Handiss will lift the limit on User’s funds and those funds may be released to User. If the dispute is not resolved in User’s favor, Handiss may remove the funds from the User Account.
Client acknowledges and agrees that Handiss will charge Client’s designated payment method for the Expert Services for Payment arrangements, as agreed upon with the Expert. Client acknowledges that the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Agreement provides a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other payment method provider to charge back any fees charged pursuant to the Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Handiss may dispute or appeal the chargeback and institute collection action against Client.
However, Handiss may refund funds to Users, irrespective of whether a User has requested funds to be refunded, if: (1) Handiss is required by law or considers that it is required by law to do so; (2) Handiss determines that refunding funds to the User will avoid any dispute or an increase in costs; (3) Handiss finds out that the original payment made by the User is fraudulent; (5) the User made a duplicate payment in error; (6) the User made a payment to Handiss but did not go through with the hiring process through the Handiss platform; or (7) Handiss considers, in its sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
20. Credit Card Chargebacks
A chargeback (being a challenge to a payment that a User files directly with User’s credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by Handiss. Therefore, Handiss is bound to follow their instructions.
User acknowledges and agrees that Handiss will be entitled to recover chargebacks and reversals that may be imposed on Handiss by a payment product issuer or third parties (such as payment processors).
User agrees that Handiss may reverse any such payments made to User, which are subject to chargeback or reversal instruction via User’s payment product issuer or third parties (such as payment processors).
For Payment arrangements, Handiss provides a service which allows controlled payments to be made. For clarification purposes, Handiss does not operate an escrow service.
Subject to the User Contract, the Client can make a Payment, which will be locked from the Client's Account and cannot be claimed by the Expert until:
If a Client does not approve of the Expert's services after the Expert has completed the work and the amount agreed to with the Expert has been paid by the Client, the Users may elect to resolve the issue under the Dispute Resolution Process (Annex I).
Under Payment arrangements, either Client or Expert has the right to terminate the Expert Services after providing any required written notice, or immediately on the end date specified in the terms and/or upon completion of the Expert Services; in the event of a material breach; or with the written consent of the other party. Except as required by law, Client remains obligated to pay the fees for any Expert Services provided prior to termination of the Expert Services.
Under Payment arrangements, the arrangement does not terminate until the Expert Services are completed. However, either Client or Expert has the right to terminate the Payment arrangement at any time with the consent of the other party or in the event of a material breach. If a Payment arrangement is terminated, Client does not have the right to recover any payments already released to Expert from the Handiss platform in exchange for Expert Services.
In case of a material breach by the Expert resulting from negligence, Expert shall be penalized by Handiss for such negligence to the extent of, but not limited to, being expelled from the Handiss platform and being sued by Handiss for any and all damages done to the Handiss platform as a result of such negligence.
22. How Handiss Awards Jobs / Projects on the Site
Handiss, in its role as intermediary between Client and Expert, helps match a Client who has posted a Job on the Site with a suitable Expert who is interested in executing such Job. Once the Client approves an Expert for a Job, the Client owes Handiss a Kick-Off Service Fee.
Since a Project might include several Jobs, Handiss shall endeavor to successfully match a Client with a suitable Expert for each of these Jobs pertaining to a particular Project. Each of these Jobs shall entail its own separate Kick-Off Service Fee.
Once the Kick-Off Service Fee has been paid to Handiss for a successful Client-Expert match for a particular Job, a Quotation is submitted to the Client by Handiss. Said Quotation shall include both the Expert Services fees and the Handiss fees.
Thereafter, Provision 21 – Payments - shall be implemented.
23. User Relationship with Handiss
Handiss is not a party to the dealings between Client and Expert, including posts, proposals, screening, selection, contracting, and performance of Expert Services. Handiss does not introduce Experts to Clients or help Experts find Projects except when requested by a client explicitly under the optional “Let us help you” service, but Handiss merely makes a suggestion of handpicked Experts and is exempt from any further dealings and exchanges between Expert and Client. Handiss merely makes the Projects available to enable Experts to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Experts for themselves. Handiss does not, in any way, supervise, direct, or control Expert or Expert Services. Handiss does not set the Expert’s work hours, work schedules, or location of work, nor is Handiss involved in determining whether the Expert’s fees will be set according to a Payment or otherwise. Handiss will not provide Experts with training or any equipment, labor, or materials needed for a particular Project. Handiss does not provide the premises at which the Expert will perform the work. Handiss makes no representations about, and does not guarantee the quality, safety, or legality of, the Expert Services; the truth or accuracy of Expert’s listings on the Site; the qualifications, background, or identities of Users; the ability of Experts to deliver the Expert Services; the ability of Clients to pay for the Expert Services; or that a Client or Expert can or will actually complete a transaction.
Handiss does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Expert, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Expert’s performance, and Client’s acceptance, of Expert Services.
Handiss is not required to and may not verify any feedback or information given to Handiss by Experts or Clients, nor does Handiss perform background checks on Experts or Clients.
User hereby acknowledges and agrees that Handiss may provide information on the Site about an Expert or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Experts or Clients voluntarily submit to Handiss and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Handiss; Handiss provides such information solely for the convenience of Users.
24. User Respect for Confidential Information
To the extent a Client or Expert 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, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Expert Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Expert); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Expert Services.
A disclosure of Confidential Information is permitted only if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding.
If and when Confidential Information is no longer needed for the performance of the Expert Services, or at Client’s or Expert’s written request (which may be made at any time at Client’s or Expert’s sole discretion), the party that received Confidential Information, will, at its expense, 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.
25. Warranty Disclaimer
User agrees 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. Handiss makes no express representations or warranties with regard to the site, the site services, work product, or any activities or items related to this agreement or the other policies or terms of service. To the maximum extent permitted by applicable law, Handiss 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.
26. Limitation of Liability
Handiss is not liable, and User agrees not to hold Handiss responsible, for any damages or losses arising out of the following:
• User’s use of or inability to use the Site or any of the services provided by Handiss;
• delays or disruptions in the Site or any of the services provided by Handiss;
• viruses or other malicious software obtained by accessing, or linking to, the Site;
• glitches, bugs, errors, or inaccuracies of any kind in the Site;
• damage to User’s hardware device from the use of the Site;
• the content, actions, or inactions of third parties’ use of the Site or any of the services provided by Handiss;
• a suspension or other action taken with respect to User’s account;
• User’s reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
• User’s need to modify practices, content, or behavior or User’s loss of or inability to do business, as a result of changes to the User Contract.
Additionally, in no event will Handiss, its affiliates, licensors, or 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 Handiss, its affiliates, licensors, and 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 the lesser of: (a) $2,000; or (b) any fees retained by Handiss with respect to service contracts on which User was involved as client or expert during the six-month period preceding the date of the claim. 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.
In addition to the recognition that Handiss is not a party to any contract between Users, User hereby releases Handiss, its affiliates, and its respective officers, directors, agents, subsidiaries, joint ventures, and employees 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 User may have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Expert Services provided to a Client by an Expert and requests for refunds based upon disputes (except for refund details stipulated in this Agreement).
User will indemnify, defend, and hold harmless Handiss, its affiliates, and its respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by User or a third party or other User against an Indemnified Party relating to: (a) User’s or User’s agents’ use of the Site and the services provided by Handiss, including any payment obligations incurred through use of the Site or any services provided by Handiss; (b) any Project award entered into by User or User’s agents, including, but not limited to, the classification of an Expert as an independent contractor; the classification of Handiss as an employer or joint employer of Expert; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by User or User’s agents; (d) failure to comply with applicable law by User or User’s agents; (e) negligence, willful misconduct, or fraud by User or User’s agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by User or User’s agents.
29. Agreement Term and Termination & Survival of Terms
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date, or on User’s first visit to the Site, and will remain in effect for the duration of User’s use of the Site or the services provided by Handiss. Unless both User and Handiss expressly agree otherwise in writing, either party may terminate this Agreement at its sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. User may provide written notice to email@example.com. If User is involved in a Project, User must legally terminate the relationship with Client or Expert, as applicable, before terminating this Agreement. In the event User properly terminates this Agreement, User’s right to use the Site is automatically revoked, and User’s Account will be closed; however, (a) if User has any involvement in a Project as Client or Expert when User terminates this Agreement, User will continue to be bound by this Agreement and the other Terms of Service until all Project aspects have closed on the Site; (b) Handiss will continue to perform those Site services necessary to complete any Project or related transaction between the concerned User and the other User; and (c) User will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any Projects, whichever is later, to Handiss for any Site services and to any Experts for any Expert Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release the User, any other User with whom User has entered into a Project, or Handiss 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. Those portions of the User Contract necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting Handiss’s other rights or remedies, Handiss may temporarily suspend, indefinitely suspend, or permanently revoke User’s access to the Site and refuse to provide any or all Site services to User if: (i) User breaches the letter or spirit of any terms and conditions of this Agreement or other parts of the User Contract; (ii) Handiss suspects or becomes aware that User has provided false or misleading information to Handiss; or (iii) Handiss believes, at its sole discretion, that User’s actions may cause legal liability for User, other Users, or Handiss or its affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If a User Account is suspended or closed, User may not use the Site under the same Account or a different Account or reregister under a new Account without Handiss’s prior written consent. If User attempts to use the Site under a different Account, Handiss reserves the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by User to the extent permitted by applicable law. If Handiss decides to suspend or close User’s account, Handiss has the right but not the obligation to: (a) notify other Users that have entered into a Job with concerned User of User’s suspended or closed account status, and (b) provide those Users with a summary of the reasons for the account suspension or closure.
Without limiting Handiss’s other rights or remedies, if User engages in actions or activities that circumvent the Site or otherwise reduce fees owed to Handiss or its affiliates under the User Contract, User must pay Handiss, and User authorizes Handiss or its affiliates to charge User, for all fees owed to Handiss and its affiliates and reimburse Handiss for all losses and costs (including any and all time of Handiss’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by Handiss to an associated entity at any time, or to a third party without User’s consent in the event of a sale or other transfer of some or all of Handiss’s assets. In the event of any sale or transfer User will remain bound by this Agreement.
31. Choice of Law & Dispute Resolution
This Agreement and any non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of Lebanon.
In the event that any dispute arises in connection with this Agreement, the Parties shall meet and try to settle this issue amicably as per Annex I. Should it turn out that an amicable solution cannot be reached within ninety (90) days thereafter, this matter shall be settled under the rules of conciliation and arbitration at the Chamber of Commerce, Industry and Agriculture of Beirut and Mount Lebanon by one arbitrator appointed in accordance with the said rules. The contracting parties declare accepting the provisions of the said rules and undertake to abide by them. The place of arbitration shall be in Beirut. The language of arbitration is Arabic.
32. No Class Actions
User and Handiss agree that either will only be permitted to bring claims against the other on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
33. Side Agreements
Notwithstanding the provision titled Entire Agreement, Clients and Experts may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Agreement and the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Handiss’s obligations or restrict Handiss’s rights under the Agreement or the Terms of Service.
34. No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign the Agreement nor the User Contract, or any of its rights or obligations hereunder, without Handiss’s prior written consent in the form of a written instrument signed by a duly authorized representative of Handiss (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles).
36. 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 due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party may give to the other a 30-day notice of termination. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate.
37. Entire Agreement
This Agreement, together with the other Terms of Service and Policies, sets forth the entire agreement and understanding between User and Handiss relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between User and Handiss, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Agreement and the Terms of Service are included for ease of reference only and have no binding effect. Even though Handiss drafted the Agreement and Terms of Service, User represents that User had ample time to review and decide whether to agree to the Agreement and Terms of Service. If an ambiguity or question of intent or interpretation of the Agreement or Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring User or Handiss because of the authorship of any provision of the Agreement or the Terms of Service.
Dispute Resolution Process
The Handiss Dispute Team
Both parties to a Dispute can elect to have their dispute arbitrated by a Handiss Dispute Team in an effort towards an amicable resolution of a dispute. The role of the Handiss Dispute Team extends to taking all actions necessary to resolve the case in an impartial and evidential manner.
Once a dispute is opened, a Client is given 7 days to respond to it. Otherwise, the Client will automatically lose the dispute and the pending Payment will be transferred to the Expert’s account.
Once a dispute is opened by a Client, an Expert is given 4 days to respond to it. Otherwise, Expert will automatically lose the dispute and the pending Payment will be returned to the other Client’s account.
HANDISS Dispute Resolution Process
The complainant should select the Job and the Payment(s) to be disputed. A User could contest all the Phases related to a single project in one dispute.
Thereafter, a description of the issue and an explanation of why the dispute is being opened shall be given. From this stage until Stage 3, Users are encouraged to attach any files that could support their claims.
Finally, the complainant is requested to enter the amount he or she is prepared to pay for the Project (if a Client) or wish to get paid for the Project (if an Expert). The amount could be between 0 and the total amount of the Payment(s) in question.
At this stage, either User can negotiate for partial compensation, or (after a period of time) choose to have the Handiss's Dispute Team arbitrate the dispute. Both parties shall have the opportunity to tell their side of the story and also negotiate terms to resolve the issue.
Only the party who originally filed for the dispute can cancel the dispute. If the issue cannot be resolved through negotiation, either party can choose to pay an Arbitration Fee to have the dispute arbitrated by the Handiss Dispute Team. The Arbitration Fee will be refunded if the dispute is either settled through mutual agreement or cancelled before reaching arbitration.
After one of the involved parties has paid the Arbitration Fee, the other party has 4 days to also pay the fee. Either party still has the option in this period to negotiate with the other party.
If the responding party does not pay the arbitration fee within the 4 days, the result will be in favor of the party who escalated the dispute into arbitration first.
If a solution is found before the responding party pays the fee, the party who paid the Arbitration Fee will be refunded this fee.
Stage 3 is the last stage where both Users can submit their final evidence to support their case. After Stage 3, the involved parties are no longer allowed to submit evidence. The dispute will be resolved based upon the evidence provided through the Handiss Dispute System, or that is otherwise available to the Handiss Dispute Team, such as the project description and correspondence between the parties.
At Stage 4, the Handiss Dispute Team will review all evidence and other information provided to reach a decision (usually within 48 hours). Dispute verdicts are final, binding, and irreversible, unless negated by a court of law. The party who wins the dispute will be refunded the Arbitration Fee.
Evidential Requirements for Your Dispute
Should you elect to have the Handiss Dispute Team arbitrate your dispute, you agree to allow the Handiss Dispute Team to read all correspondence made on the Site and download or access, and test (if necessary), all uploaded files, programs, and websites related to the dispute for the sole purpose of having your dispute resolved.
You are highly encouraged to submit all the documents that would support your claims on your dispute.
Submit e-mail correspondences as screenshots or as *.eml files. If submitting screenshots, ensure that the "To", "From", and the "Date" bar is visible. E-mail correspondences sent in *.txt or *.doc or any word processing software will not be honored. For proof of external correspondence, Users should provide screenshots of their entire unedited conversation.
IM (instant messenger) conversations should be submitted as screenshots of the conversation from the IM software. Correspondences sent in *.txt, *.doc, or any word processing software will not be honored.
Provide the products, contracts, and other files relating to the project and the dispute.
HANDISS will retain the confidentiality of the Job and the privacy of the involved Users and will not release the collected information to any party, unless required to do so by law.
The Arbitration Fee for a dispute is $5.00 USD or 5%, whichever is greater, payable by each party. The Arbitration Fee will then be refunded to the winner of the dispute.