Effective Date: November 14, 2017
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and WantThingsDone.com (“WantThingsDone.com”, “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.wantthingsdone.com, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest (collectively, the “Site”), all services, applications and products that are accessible through WantThingsDone.com that link to or reference this Agreement (“Services”) whether provided by us.
Subject to the conditions set forth herein, WantThingsDone.com may, in its sole discretion, amend this Agreement and the other General Conditions at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by WantThingsDone.com, WantThingsDone.com will provide at least 30 days’ advance notice of the 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 General Conditions will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site or the Services after the Effective Date of a revised version of this Agreement or of any other General Conditions constitutes your acceptance of and agreement to be bound by the General Conditions as revised. In the event of a conflict between this Agreement and the other General Conditions, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 1 (Definitions).
By registering for a WantThingsDone.com account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
YOU UNDERSTAND THAT BY USING THE SITE OR SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
“Client” means any authorised User utilising the Site to seek and/or obtain Independent Expert Services from another User. From time to time, WantThingsDone.com may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to WantThingsDone.com when WantThingsDone.com acts in this way.
“Client Deliverables” means requests, intellectual property, and any other information or materials that a Independent Expert receives from a Client to perform Independent Expert Services.
“Confidential Information” means Client Deliverables, Independent Expert Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Independent 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 Independent 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.
“Engagement” means an engagement for Independent Expert Services that a Independent Expert provides to a Client on the Site.
“Independent Expert” means any authorised User utilising the Site to advertise and provide Services to Clients.
“Independent Expert Services” means all services performed for or delivered to Clients by Independent Experts.
“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, under the laws of any state, country, territory or other jurisdiction.
“Services” mean the services to be performed by WantThingsDone.com in accordance with the Agreement and Service Contract.
“Service Contract” means means, as applicable, (a) the contractual provisions between a User and WantThingsDone.com governing the Scope of Services to be performed by WantThingsDone.com or the User.
“WantThingsDone.com” means party named in the Agreement, who is contracted by the Client to perform the Services, and legal successors to WantThingsDone.com and permitted assignees.
“Work Product” means any tangible or intangible results or deliverables that Independent Expert agrees to create for, or actually delivers to, Client as a result of performing the Independent Expert Services, including, but not limited to, configurations, computer programs, or other information, or customised hardware, and any intellectual property developed in connection therewith.
i. ACCOUNT ELIGIBILITY
To use the Site and certain Services, you must register for an Account. WantThingsDone.com offers the Site and Services for your business and personal purposes. To use the Site and Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Services for your business and personal purposes only. You understand that you must comply with any licensing or registration requirements with respect to your business and personal means, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the General Conditions when prompted on the Site, you agree to: (a) abide by this Agreement and other General Conditions; (b) be financially responsible for your use of the Site and the purchase or delivery of Independent Expert Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the General Conditions. WantThingsDone.com reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the General Conditions, or for any other reason or no reason in WantThingsDone.com’s sole discretion.
You represent that you are not a citizen or resident of a geographic area in which access to or use of the Site or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act. 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 Services.
ii. ACCOUNT REGISTRATION
By registering for an account, you must complete a User profile which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Independent Expert, unless you use the Site solely as an employee, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Independent Expert Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
iii. IDENTITY 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 and your ability to represent your business on WantThingsDone.com, if it is a separate legal entity. You authorise WantThingsDone.com, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
iv. USERNAMES AND PASSWORDS
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 Account username and password. You authorise WantThingsDone.com to assume that any person using the Site with your username and password, either is you or is authorised to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or Agency Account or any unauthorised access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Site that you are not authorised to use, and not to allow others who are not authorised to do so to use your Account at any time.
v. MARKETPLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that WantThingsDone.com post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Ratings (“Ratings”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that WantThingsDone.com will make feedback results available to other marketplace Users, including composite or compiled feedback. WantThingsDone.com provides this feedback system as a means through which Users can share their opinions publicly and WantThingsDone.com does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any Ratings relate only to the business advertised in the Independent Expert Profile and not to any individual person. You agree not to use the Ratings to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
WantThingsDone.com does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that WantThingsDone.com do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. WantThingsDone.com 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, WantThingsDone.com reserves the right (but is under no obligation) to remove posted feedback or information that, in WantThingsDone.com’s sole judgment, violates the General Conditions or negatively affects our marketplace. You acknowledge and agree that you will notify WantThingsDone.com of any error or inaccurate statement in your feedback results, including the Ratings, and that if you do not do so, WantThingsDone.com may rely on the accuracy of such information.
The Site is a marketplace where Clients and Independent Experts can identify each other and advertise, buy, and sell Independent Expert Services online. Subject to the General Conditions, WantThingsDone.com provides the Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Independent Expert Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 6 (Contractual Relationship Between Client and Independent Expert). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
4. Fees and Payment
All fees and payments are assessed in Singapore Dollars. Your account and all transactions are made and displayed in Singapore dollars unless otherwise specified. The Client shall pay WantThingsDone.com for providing the Services in accordance with the agreed terms for each Service Contract. All fees quoted by WantThingsDone.com shall be net of all taxes, any fees by third parties, outbound bank charges and currency transfer costs and forex variations.
5. Non-Solicitation and Non-Circumvention
While this Agreement is in effect and for a period of 12 months from the date of termination of this Agreement, the Client shall not solicit or directly engage the services of Independent Experts to create similar products, which shall include but shall not be limited to any ad-hoc, short term or long term contracts both formal and informal by circumventing the WantThingsDone.com products ecosystem. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “WantThingsDone Relationship”).
6. Contractual Relationship with WantThingsDone.com
The only parties to a project are the Client and the Independent Expert. Upon the Client awarding a project to an Independent Expert and the Independent Expert’s acceptance of a project on the Site, the Client and the Independent Expert shall enter into contract(s) (“User Contracts”) which shall govern the respective rights and obligations of the Client and the Independent Expert regarding the provision of the Independent Expert Services to the Client. You also agree not to enter into any contractual provisions which may conflict to the obligations pursuant to the General Conditions and the Service Contract. Where a provision in a Service Contract is in conflict with that found in the General Conditions, the latter shall prevail.
7. Confidential Information
To the extent a Client or Freelancer 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 Independent Expert Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Independent Expert); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Independent Expert Services.
8. Intellectual Property And Rights of Use
Subject to and conditioned on compliance with the General Conditions, WantThingsDone.com grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Services. You must not access (or attempt to access) the Site or Services by any means other than the interface provided, and you will not use information from the Site or Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Services for offering any goods or services other than Independent Expert Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Services in any way for any public or commercial purpose without WantThingsDone.com’s prior written consent. You must not use any content of the Site or Services on any other website or in a networked computer environment for any purpose except your own viewing without WantThingsDone.com’s prior written consent. You must not frame or link to the Site or Services except as permitted in writing by WantThingsDone.com. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Services unless expressly permitted by applicable law. You will not access Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services. WantThingsDone.com and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Services. The WantThingsDone.com logos and names are trademarks of WantThingsDone.com and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the General Conditions confers any license under any of WantThingsDone.com’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
9. Limitation of Liability
WantThingsDone.com is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the General Conditions, including, but not limited to:
10. Agreement Effective and Term
i. The Agreement is effective from the Effective Date.
ii. The Term of this Agreement shall be the greater of 12 months from the Effective Date. The Agreement shall be automatically extended by 12 months from the date of the most recent Independent Expert contract executed in writing.
11. Commencement and Completion
i. The Services shall be commenced and completed within the time specified in each respective Independent Expert contract.
12. Disputed Services
If any item or part of an item in relation to the Services in an invoice submitted by WantThingsDone.com is contested by the Client, the Client shall give prompt notice with reasons and shall not delay payment on the remainder of the invoice.
The General Conditions as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Services. Unless both you and WantThingsDone.com expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other General Conditions as well, except as otherwise provided herein. You may provide written notice to hello@WantThingsDone.com. You must legally terminate your relationship with Client or Independent Expert, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other General Conditions until all such Engagements have closed on the Site; (b) WantThingsDone.com will continue to perform those Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you 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 open Engagements, whichever is later, to WantThingsDone.com for any Services and to any Independent Expert for any Independent Expert Services. Without limiting any other provisions of the General Conditions, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or WantThingsDone.com 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 General Conditions necessary to implement the foregoing survive termination of this Agreement for any reason.
This arbitration is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.
15. Governing Law
This Agreement and General Conditions will be governed by and construed in accordance with Singapore Law.
16. Contacting us
If you have question, please contact firstname.lastname@example.org