Terms And Conditions

User Agreement

Effective Date: May 5, 2016 

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Compass Active pvt ltd. (“Simple.pk”, “we”, or “us”) and. 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.simple.pk, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Simple.pk mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates. This Agreement includes and hereby incorporates by reference the agreements, Escrow Instructions, privacy policy and Site usage polices, as such agreements and policies may be modified by Simple.pk from time to time (collectively, the “Terms of Service”). Subject to the conditions set forth herein, Simple.pk may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change, we will notify you in writing of the Substantial Change a reasonable period before the Substantial Change becomes effective. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms of Service. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THIS AGREEMENT 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 THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.

1. DIGITAL SIGNATURE

By registering for a Simple.pk 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 electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

2.1 Your Consent and Your Right to Withdraw Consent

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the local postal service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 Keeping Your Email Address Current with Us

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support.

2.3 Hardware and Software You Will Need to Use the Site Services for Your Business

To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.

3. SIMPLE.PK ACCOUNTS

3.1 Account Eligibility

To use certain Site Services, you must register for an Account. Simple.pk offers the Site Services for your business purposes, and not for personal, household, or consumer use. 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) unless you use the Site solely as an employee and Agency Member of a registered Agency Account. 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. When you register for an Account, or if you had an Account on the Effective Date, use this Site or the Site Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Simple.pk reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site 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 this Agreement, or for any other reason or no reason in Simple.pk’s sole discretion.

You represent that you are not: (x) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to sovereign country sanctions or embargoes;

3.2 Account Registration

You agree to provide true, accurate, and complete information on 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 must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your skills, or the services your business provides. You must not register for more than one Client Account and one Freelancer Account without express written permission from us.You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3 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. You authorize Simple.pk, 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 when requested.

3.4 Agency Accounts

You may create an account through which other authorized Users (each, an “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Freelancer creates an Agency Account on behalf of a business (the “Agency”), which may be the Freelancer as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Freelancer that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.

Each Agency Member must have an Account and a profile. You understand and agree that the Agency may determine the profile visibility and hourly rate of any of its Agency Members. Each Agency Member must be a User and must be a real person or legally recognized entity. Each Agency Member’s Account profile must contain the Agency Member’s real name, and Agency Members must comply with all Terms of Service. Agency Members’ identities will be subject to verification.

You agree to grant access to the Agency Account, including with respect to any Agency Members, only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept this Agreement on your behalf and to create a legally binding obligation on your behalf. You understand and agree that any Agency Member may accept and enter into Service Contracts on behalf of you and your Agency, and that you and the Agency are responsible and liable for all Service Contracts accepted by anyone acting as an Agency Member. You agree: (a) not to use any Account, Agency Account, Agency Member Account, username, or password of another User of the Site that you are not authorized to use, and (b) not to allow others who are not authorized to do so to use the Agency Account or any related Agency Member Account at any time.

Each Agency Member is either an employee or an independent contractor of the Agency, as determined by the Agency. Without limiting Agency’s obligations described in Section 8.2 (Responsibility for Employees and Subcontractors, Including Agency Members), Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsible for paying its Agency Members.

Your Agency Account (including feedback) and username are transferable only upon Simple.pk’s approval, at Simple.pk’s sole discretion.

If any of your Agency Members violates this Agreement, it may affect your ability to use the Site. Simple.pk has the right to revoke the membership privileges of an Agency and any or all Agency Members related to the Agency Account without warning if, in Simple.pk’s sole judgment, false or misleading information has been provided. Upon closure of an Agency Account, Simple.pk may close any or all related Accounts.

You understand and agree that Agency Members profiles may display work history that includes work done under the Agency, including after the Agency Member is no longer an Agency Member.

3.5 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. In addition, if you are a User who owns an Agency Account, or if you are an Agency Account Administrator, you agree to safeguard and maintain the confidentiality of all your Agency Account passwords. You authorize Simple.pk to assume that any person using the Site with your username and password or your Agency Account passwords, and the username of any Agency Account added by an Agency Account Administrator (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account (or any related Agency Account) or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account).

3.6 Marketplace Feedback

For the benefit of other Users of the marketplace, Simple.pk encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Simple.pk will make available to other marketplace Users, including composite feedback based on these individual ratings. Simple.pk provides its public feedback system as a means through which Users can share their opinions publicly and Simple.pk does not monitor or censor these opinions. Simple.pk does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Simple.pk 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. Simple.pk 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, Simple.pk reserves the right (but is under no obligation) to remove posted feedback or information that in Simple.pk’s sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.

4. PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, Simple.pk provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If a Client and Freelancer agree on terms for Freelancer Services, a Service Contract is formed directly between such Client and Freelancer, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer) unless you are enrolled in Simple.pk Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.

4.1 Escrow Accounts

Simple.pk makes available escrow services to Clients and Freelancers to deliver, hold, or receive payment for an Engagement, and to make payments to Simple.pk (“Escrow Services”). The Escrow Services are intended for business use, so you agree to use the Escrow Services for business purposes and not for consumer, personal, family, or household purposes.

Depending on your needs and the instructions provided to Simple.pk, SIMPLE.PK Payment Affiliates will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:

(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, SIMPLE.PK Payment Affiliates will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Simple.pk.

(b) Freelancer Escrow Account. After entering into a Service Contract, the first time Freelancer uses the Site to receive payment for an Engagement, SIMPLE.PK Payment Affiliates will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make monthly membership payments to Simple.pk, and issue refunds to Clients.

(c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, SIMPLE.PK Payment Affiliates will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Engagement that is the subject of that Service Contract.

You hereby authorize and instruct SIMPLE.PK Payment Affiliates to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with this Agreement and the applicable Escrow Instructions.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

5.1 Service Contracts

You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Fixed-Price Escrow Instructions; (b) the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions; (c) the Engagement terms awarded and accepted on the Site to the extent that the terms do not and do not purport to expand Simple.pk’s obligations or restrict Simple.pk’s rights under this Agreement; and (d) any other contractual provisions accepted by both the Client and the Freelancer, to the extent that the provisions do not, and do not purport to, expand Simple.pk’s obligations or restrict Simple.pk’s rights under this Agreement. You acknowledge and agree that Simple.pk is not a party to any Service Contracts, and that the formation of a Service Contract between a Client and a Freelancer will not, under any circumstance, create an employment or other service relationship between Simple.pk and the Freelancer.

5.2 Payment Agreements and Escrow Instructions

Fixed-Price Engagements. If a Client and a Freelancer choose fixed-price compensation, then the Client and Freelancer agree that they will be bound by, and SIMPLE.PK Payment Affiliates will follow, the Fixed-Price Escrow Instructions.

Hourly Engagements, Bonus Payments, or Expense Payments. If a Client and a Freelancer choose hourly compensation, and/or if the Client makes bonus or expense payments to the Freelancer, then the Client and Freelancer agree that they will be bound by, and SIMPLE.PK Payment Affiliates will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

6. PAYMENT TERMS

6.1 Service Fee

When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, SIMPLE.PK Payment Affiliates will credit the Freelancer Escrow Account and then deduct and disburse to Simple.pk a service fee outlined on simple.pk website, that Simple.pk earns and Freelancer agrees to pay Simple.pk for creating, hosting, maintaining, and providing the Site and Site Services (the “Service Fee”).

6.2 Membership Fees

Freelancers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described on the website, as may be revised from time to time upon such notice as may be appropriate, and subject to the simple.pk policies.

6.3 No Fee for Introducing or for Finding Engagements

Simple.pk does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. Simple.pk merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Simple.pk does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below.

6.4 Disbursements to Freelancers

Under the relevant Escrow Instructions, SIMPLE.PK Payment Affiliates disburses funds that are payable to Freelancer for the Engagement (less any applicable Simple.pk fees) to Freelancers (according to the payment instructions provided to Simple.pk) within 90 days after the Freelancer Fees are due and payable from Client. Freelancer agrees that it will not receive interest or other earnings on the funds held by SIMPLE.PK Payment Affiliates prior to disbursement to Freelancer.  For the avoidance of doubt, Freelancer further agrees SIMPLE.PK Payment Affiliates, Simple.pk, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation from financial services firms and other third parties in connection with the services they provide.

For Hourly Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period. For Fixed-Price Contracts, the Freelancer Fees become payable to Freelancers following the expiration of the security period. The security period begins after Client accepts work submitted by Freelancer by clicking the Make a Payment button. Simple.pk, SIMPLE.PK Payment Affiliates, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge Client for any and all Time Logs at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern.

Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, SIMPLE.PK Payment Affiliates may hold the disbursement of the Freelancer Fees. Additionally, SIMPLE.PK Payment Affiliates may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of this Agreement, Simple.pk reserves the right to revoke any payments and instruct SIMPLE.PK Payment Affiliates to (and SIMPLE.PK Payment Affiliates will have the right to) hold and/or reclaim from SIMPLE.PK Payment Affiliates all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing SIMPLE.PK Payment Affiliates to (and SIMPLE.PK Payment Affiliates will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account.

6.5 Non-payment

If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Simple.pk may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay Simple.pk upon demand for amounts owed under this Agreement, plus maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Simple.pk or SIMPLE.PK Payment Affiliates, at our discretion, may set off amounts due against other amounts received from or held by Simple.pk or SIMPLE.PK Payment Affiliates for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.6 No Return of Funds

Client acknowledges and agrees that SIMPLE.PK Payment Affiliates will charge Client’s designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance of the Freelancer Services, and (b) for Hourly Contracts. Therefore, and in consideration of the Site Services provided by Simple.pk and the Escrow Services provided by SIMPLE.PK Payment Affiliates, Client agrees that once SIMPLE.PK Payment Affiliates charges Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client 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 Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Simple.pk or SIMPLE.PK Payment Affiliates may dispute or appeal the chargeback and institute collection action against Client.

6.7 Formal Invoices and Taxes

Simple.pk will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or Simple.pk is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Simple.pk, as appropriate; and (b) Simple.pk is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Simple.pk of any such requirement and indemnifying Simple.pk (either by Simple.pk, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing Simple.pk for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Simple.pk, Freelancer agrees to promptly cooperate with Simple.pk 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 Simple.pk.

6.8 Payment Methods

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the multiple methods of payment available: credit cards, bank accounts, mobile payments, and such other methods of payment as Simple.pk may accept from time to time in our sole discretion.

Client hereby authorizes Simple.pk and SIMPLE.PK Payment Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method).

When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs SIMPLE.PK Payment Affiliates to charge Client’s Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs SIMPLE.PK Payment Affiliates to charge Client’s Payment Method for the Freelancer Fees.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

6.9 Foreign Currency Conversion

The Site and the Site Services operate in Pakistani Rupees. If Client’s Payment Method is denominated in a currency other than Pakistani Rupees and requires currency conversion to pay the Escrow or other payments in Pakistani Rupees, the Site may display foreign currency conversion rates Simple.pk, SIMPLE.PK Payment Affiliates or other Affiliates currently make available to convert supported foreign currencies to Pakistani Rupees. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to Pakistani Rupees at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in Pakistani Rupees and either Simple.pk, SIMPLE.PK Payment Affiliates, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, SIMPLE.PK Payment Affiliates or an Affiliate will charge Client’s Payment Method in Pakistani Rupees and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than Pakistani Rupees. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.

6.10 Limited Payment Protection

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by a Freelancer, Simple.pk will provide limited payment protection to the Freelancer as detailed in this Section 6.10 (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site Services for their business needs.

Simple.pk only provides Payment Protection to Freelancers only if all of the following criteria are met: (a) Client has a verified Payment Method, (b) The Service Contract milestones have been clearly defined (c) the Freelancer Services performed and recorded pertain directly to the Service Contract, and (d) all communications pertaining the Service Contract take place within the project workroom and that the Freelancer Services performed, demonstrate Service Contract compliance. Simple.pk determines whether the foregoing criteria have been met at our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (w) Freelancers, Freelancer Services, or Service Contracts violating of this Agreement, (x) Freelancers that are aware of or complicit in another User’s violation of this Agreement, (y) Freelancers enrolled in Simple.pk Payroll, or (z) Freelancers that are suspected (in Simple.pk’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.

7. NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation Simple.pk receives for making the Site available to you is collected as a deduction of the Service Fee described in Section 6.1 (“Service Fee”). Simple.pk only deducts this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 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 “Simple.pk Relationship”). You may opt-out of this obligation only if Client or prospective Client or Freelancer pays Simple.pk:

an “Opt-Out Fee” computed to be the greater of the following amounts:

  1. Rs.250,000; or
  2. 15% of the cost to the Client of the services to be performed in the Simple.pk Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
  3. all Service Fees that would be earned by Simple.pk from the Simple.pk Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Simple.pk; and

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@simple.pk

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

  • Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
  • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
  • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Freelancer.

You agree to notify Simple.pk immediately if another person improperly contacts you or suggests making or receiving payments 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 Simple.pk by sending an email message to: legal@simple.pk

8. SERVICE CONTRACT TERMS

Unless otherwise agreed to in a writing signed by both Client and Freelancer, and except for Freelancer Services using Simple.pk Payroll, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8, Sections 9 and the other agreements referenced in Section 5.1 (Service Contracts). If you are enrolled in Simple.pk Payroll, then only Sections 8.6, 8.7, and 8.8 of this Section 8 apply to the Service Contract. Client and Freelancer may agree between them on any additional or different terms for their Service Contract as long as such terms do not affect the rights or responsibilities of Simple.pk or violate the Terms of Service. Simple.pk is not a party to any Service Contract by or between Users, except as a third-party beneficiary as described further below.

8.1 Services

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled by Freelancer.

8.2 Responsibility for Employees and Subcontractors, Including Agency Members

Work billed for Hourly Contracts under a Freelancer’s Account must be performed by the Freelancer that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.

If a User wishes to subcontract with or employ third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind Agency to Service Contracts entered into by Agency Members on behalf of the Agency.

Freelancer, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of Simple.pk or Client. Agency, Delegee, and Freelancer represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Simple.pk nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Simple.pk or Client.

With respect to Delegees, Simple.pk merely provides the platform for Agency or Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Freelancer, and/or Client and not by Simple.pk. Agency, Delegee, and Freelancer acknowledge and agree that Delegees are not employees or independent contractors of Simple.pk, and further acknowledge and agree that they will not be providing any services to Simple.pk (directly or indirectly) while employed or engaged by the Agency or another User.

Agency, Delegee, and Freelancer acknowledge and agree that Simple.pk does not, in any way, supervise, direct, or control Delegees; Simple.pk does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Simple.pk will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and Simple.pk does not provide the premises at which the Delegees will perform the work.

8.3 Client Payments and Billing

For Hourly Contracts, Client is billed for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client is billed immediately upon sending an offer.

8.4 Dispute Resolution

With respect to disputes arising between Clients and Freelancers, you agree to abide by the Dispute Resolution Policy as stated in the Escrow Instructions that apply to your particular Service Contract.

8.5 Termination of a Service Contract

Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.

8.6 Intellectual Property Rights

Certain Defined Terms

The following capitalized terms have the following meanings:

  • “Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
  • “Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.
  • “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

Background Technology

Freelancer will disclose in the Engagement Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

License to Background Technology

Upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

Client Materials

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Ownership of Work Product and Intellectual Property

Upon Freelancer’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

License to or Waiver of Other Rights

If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.

Assistance

Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.

8.7 Worker Classification

Client assumes all liability for determining whether Freelancers are independent contractors or employees and engaging them accordingly; Simple.pk disclaims any liability for such determination or the related Engagement. This Agreement does not create a partnership or agency relationship between Client and Freelancer. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Simple.pk. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Freelancer. A Freelancer classified as an independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.

9. RECORDS OF COMPLIANCE

Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any Simple.pk Payroll Agreement, and (2) provide copies of such records to Simple.pk upon request. Nothing in this subsection requires or will be construed as requiring Simple.pk to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.

10. RELATIONSHIP WITH SIMPLE.PK

Simple.pk is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection, contracting, and performance of Freelancer Services. Simple.pk does not introduce Freelancers to Clients or help Freelancers find Engagements. Simple.pk merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Simple.pk does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Simple.pk does not set Freelancer’s work hours, work schedules, or location of work, nor is Simple.pk involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. Simple.pk will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Simple.pk does not provide the premises at which the Freelancer will perform the work. Simple.pk makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

Simple.pk does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.

Simple.pk is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does Simple.pk perform background checks on Freelancers or Clients.

You hereby acknowledge and agree that Simple.pk may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Simple.pk and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Simple.pk; Simple.pk provides such information solely for the convenience of Users.

11. THIRD-PARTY BENEFICIARY

Client and Freelancer appoint Simple.pk as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Simple.pk hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and Simple.pk is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Client and Freelancer further agree that Simple.pk has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.

This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Simple.pk, except and solely to the extent expressly stated in this Agreement.

12. GENERAL – SERVICE CONTRACTS

Service Contracts by and between Freelancer and Client will be governed by Sections 8 (Service Contract Terms), 9 (Records of Compliance), 10 (Relationship with Simple.pk), 11 (Third-Party Beneficiary), 12 (General – Service Contracts), 15 (Confidential Information), 22 (General) and 23 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.

12.1 Entire Agreement

The terms and conditions set forth in this Section 12 (General – Service Contracts) and any additional or different terms expressly agreed by Client and/or Freelancer will constitute the entire agreement and understanding of Client and Freelancer with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

13. SIMPLE.PK’S ROLE

13.1 Service Contracts

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) Simple.pk is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Simple.pk, and Simple.pk does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Simple.pk will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) Simple.pk has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) Simple.pk makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Simple.pk disclaims any and all liability relating thereto.

14. LICENSES AND THIRD-PARTY CONTENT

14.1 Site License and Intellectual Property Rights

Subject to and conditioned on compliance with this Agreement, Simple.pk grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer 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 Site Services in any way for any public or commercial purpose without Simple.pk’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Simple.pk’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Simple.pk. 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 Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Simple.pk and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Simple.pk logos and names are trademarks of Simple.pk and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Simple.pk’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

14.2 User Content License

When you post User Content on the Site or through the Site Services or provide Simple.pk with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Simple.pk may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on Simple.pk. To the extent permitted by applicable law, you also grant to Simple.pk and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Simple.pk&