Terms & Conditions
WHAT PARTS OF THESE TERMS APPLY TO ME?
This agreement governs your use of the MultilingApp online platform, which connects interpreters and translators with people wishing to acquire interpreting or translating services (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, MULTILINGAPP PROPRIETARY LIMITED ABN 27 625 462 026 (MultilingApp, we, us or our).
The remainder of this agreement is divided into three parts:
· Part 1 (All Users), which sets out terms that apply to all Users;
· Part 2 (Freelancers), which sets out additional terms that apply to Freelancers, being service providers who are using the platform to provide interpreting, translating and similar services via the platform to the Clients; and
· Part 3 (Clients), which sets out additional terms that apply to Clients, being people who are using the Platform to receive interpreting and translating services.
If you intend to use the Platform as a Freelancer, only Parts Part 1 and 2 of these terms will apply to you.
If you intend to use the Platform as a Client, only Parts Part 1 and 3 of these terms will apply to you.
When we talk about the "Services" in this agreement, we are referring to the services available through our website, and our mobile applications when available on the Apple IOS Store, Google Play Store and any associated services we offer.
When we talk about a “Job Listing” in this agreement, we are referring to a listing that a Client posts on the Platform to offer to receive translating, interpreting, translation and interpreting (T&I) research, and T&I training services on the Platform that a Freelancer may respond to by offering their services (each such response a “Service Proposal”).
If you access or download our mobile application when available from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service.
The Platform will also offer User-specific free resources and paid industry specific training Services.
If you access or download our mobile application when available from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.
We also use a number of third party service providers and partners to power the Platform, including but not limited to Zoom and Stripe (Third Party Providers). You acknowledge and agree that your use of the Platform, in addition to these terms, will be subject to the terms, conditions and privacy policies of the Third Party Providers and to the maximum extent permitted by applicable law, we will not be liable for the security or performance of such Third Party Providers. For specific notices regarding Apple’s terms of use and how they impact your use of the Platform, please see clause 22 of Part 1 below. Please ,note that we may change any part of these terms at any time. When we do that, we will provide you with an electronic written notice of no less than two weeks and your continued use of the Platform after the notice period will constitute your acceptance of the updated terms.
PART 1: ALL USERS
(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform.
(b) By using the Platform, you represent and warrant that you are:
(i) not a person who has been suspended or prohibited from using the Platform before;
(ii) over the age of 18 years; or
(iii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person's use of the Platform.
(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian's consent, or if you have previously been suspended or prohibited from using the Platform.
(d) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to use all parts of the platform including requesting Services, hiring Freelancers and making payments on behalf of the company. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, translating and interpreting experience credentials and other information as determined by MultilingApp from time to time.
(c) You warrant that any information you give to MultilingApp in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) You agree that you are responsible for keeping your password, login username and Account details secure and that MultilingApp will not be responsible to you for any loss or damage you might suffer as a result of unauthorised use of your Account.
(e) You may register for an Account using your Google+, Facebook or other social media network account (Social Media Account). If you sign in, to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
(f) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.
(g) Once you complete the Account registration process, MultilingApp may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
(h) MultilingApp reserves the right and you expressly authorise us to contact you about any concerning behaviour by you, or to seek a resolution with you through the platform via email.
(i) MultilingApp may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
As a User, you agree:
(a) not to intimidate, harass, impersonate, stalk, threaten, bully, abuse, coerce or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify MultilingApp of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform's security;
(c) to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive interpreting, translating and other services made available via the Platform, including:
(i) not using the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
(ii) not using the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by MultilingApp; and
(iii) not using the Platform to provide or receive legal, taxation, accounting or medical services and/or advice.
(d) not to act in any way that may harm the reputation of MultilingApp or associated or interested parties or do anything at all contrary to the interests of MultilingApp or the Platform;
(e) you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of MultilingApp;
(f) that MultilingApp may change any features of the Platform or Services offered through the Platform at any time without notice to you, except where the change relates to fees charged by MultilingApp, in which case clause 4 of Part 1 below will apply;
(g) that information given to you through the Platform, by MultilingApp or another User, is general in nature, you rely on such information at your own risk, and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(h) that MultilingApp may cancel your Account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
(a) You acknowledge and agree that MultilingApp may:
(i) change the fees payable in respect of Platform use at any time; or
(ii) introduce and vary subscriptions fees related to the usage of different aspects of the Platform
by providing you with reasonable notice.
(b) Upon receipt of such notice, you have the right to terminate this agreement immediately, without notice to us. Your continued use of the MultilingApp Services after such notice, will constitute your consent to the changes.
5.1 COMMUNICATION BETWEEN USERS ONLY PERMITTED ON THE PLATFORM
(a) You must not communicate with a User, or request or entice a User to communicate with you, outside the Platform.
(b) MultilingApp, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 5.
5.2 COMMUNICATION PARTNER
(a) The Platform will give Users a number of ways to communicate with each other (including SMS, video or telephone communications) by using, Zoom, (Communication Partner) at no additional cost to the Users.
(b) To use the Platform’s communication functionalities, you must agree to our Communication Partner’s term and conditions and privacy policy, which you can be found here and here.
(c) Users agree that to the maximum extent permitted by law, we, MultilingApp will not be liable for the security or performance of such Communication Partner or any losses the Users might suffer in connection with Communication Partner’s terms and conditions, or the services supplied by the Communication Partner.
5.3 ADDITIONAL CHARGES
MultilingApp may charge Users additional fees for the use of the Platform’s video and/or phone conferencing tools, where the usage of such tools exceeds 40 minutes for any given service a User provides or receives.
6. RATINGS AND REVIEWS
(a) Users may rate a Job Listing (Rating) and/or may provide feedback to each other regarding the delivery and acceptance of the services listed in a Job Listing (Review).
(b) Ratings and Reviews of a User can be viewed by any user and will remain viewable until the relevant User’s Account and/or Job Listing is removed or terminated.
(c) You must provide true, fair and accurate information in your Reviews.
(d) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. However, we do not undertake to review each Review made on the Platform.
(e) To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
(f) You may not publish Reviews for Users to which you have personal or professional relations outside of the Platform.
(g) You can write a Review about a User if you have had a service experience with that User via the Platform, which means that:
(i) you have purchased a service from or provided a service to that User; or
(ii) you have placed an order with a User; or
(iii) you can otherwise document your interaction with the User via the Platform, including via correspondence or other interaction with the User,
(collectively referred to as a Service Experience).
(h) You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend.
(i) If a User is a business, you may not write a review about such a User if you have previously owned, currently own, or an immediate family member currently owns that User, or if you are an executive or employee of that User, or work for the User. Similarly, you may not write a Review about a direct competitor to the User you own, are employed by or work for.
(j) Your Service Experience must have occurred within the last 12 months. This means within 12 months from the date on which you write the Review.
(k) You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a User to write a Review, you should explicitly declare this in your Review. Incentives include the User offering you a gift, reward, discount or advantage for writing a Review about the User on the Platform.
7. POSTED MATERIALS
7.1 WARRANTIES
By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:
(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
(b) the Posted Material is accurate and true at the time it is provided;
(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e) the Posted Material is not the "passing off" of any product or service and does not constitute unfair competition;
(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
(h) the Posted Material does not breach or infringe any applicable laws.
7.2 LICENCE
(a) You grant to MultilingApp a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for MultilingApp to use, exploit or otherwise enjoy the benefit of such Posted Material.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release MultilingApp from any and all claims that you could assert against MultilingApp by virtue of any such moral rights.
(c) You indemnify MultilingApp against all damages, losses, costs and expenses incurred by MultilingApp arising out of any third party claim that your Posted Material infringes any third party's Intellectual Property Rights.
7.3 REMOVAL
(a) MultilingApp acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, MultilingApp may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.
8. SERVICE INTERRUPTIONS AND CANCELLATIONS
To the maximum extent permitted under Australian Consumer Law, MultilingApp will have no liability or obligation to you if:
(a) a Client or a Freelancer cancels at any time after the time for performance of a Job Listing is agreed; or
(b) for whatever reason, including technical faults, the Services cannot be performed or completed by a Freelancer,
and you will not be entitled to any compensation from MultilingApp.
(a) (Verification) We may offer or require Users to verify their details using an identity verification service, currently a MultilingApp designed verification service (Verification Service).
(b) (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 20.
(c) (Warranty and Indemnity) You acknowledge and agree that:
(i) we are reliant on the information provided by the Verification Service to verify your identity and to the extent permitted by law, we disclaim all warranties that the Verification Service will be accurate or guarantee that the Verification Service will ensure your contract with a suitable User;
(ii) you should make your own inquiries as to other Users’ identities before engaging in contracts with those Users; and
(iii) we do not endorse any User, Job Listing or Verification Service.
10. SERVICE LIMITATIONS
The Platform is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that MultilingApp cannot and does not represent, warrant or guarantee that:
(a) the Platform will be free from errors or defects;
(b) the Platform will be accessible at all times;
(c) messages sent through the Platform will be delivered promptly, or delivered at all;
(d) information you receive or supply through the Platform will be secure or confidential; or
(e) any information provided through the Platform is accurate or true.
(a) MultilingApp retains ownership of and provides you with a non-transferable, revocable sublicense to use as permitted by this agreement and only for the duration of your Account, all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of making a Job Listing. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from MultilingApp or as permitted by law.
(c) In this clause 11, "Intellectual Property Rights" means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
(a) The Platform may contain text, images, data, links to articles and other resources and other content provided by a third party and displayed on the Platform (Third Party Content). MultilingApp endeavours to ensure that the Third Party Content is relevant and useful but accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of the Third Party Content.
(b) Where the MultilingApp provides links to articles and/or other resources, such Third Party Content is not vetted by MultilingApp and you may use it for your own educational, professional development and research uses at your own risk.
(c) Where you use any Third Party Content you must abide any terms imposed by the Third Party Content providers, including privacy policies and intellectual property rights provisions.
(d) MultilingApp will not be responsible and excludes all liability for any damage your loss you or a third party might suffer in connection with your use of the Third Party Content.
(a) We may use a number of third party service providers and affiliates to power the Platform, including but not limited to Zoom and Stripe (Third Party Providers).
(b) Any service that requires MultilingApp to acquire services supplied by Third Party Providers may be subject to the terms and conditions of that Third Party Provider (Third Party Terms), including 'no refund' policies.
(c) Users agree to familiarise themselves with any Third Party Terms applicable and, by using the Platform, the User will be taken to have agreed to such Third Party Terms, provided we have used reasonable endeavours to draw your attention to the revelant Third Party Terms prior to your use of the relevant Third Party Providers’ services.
(d) Users agree that to the maximum extent permitted by law, we, MultilingApp will not be liable for the security or performance of such Third Party Providers or any losses the Users might suffer in connection with Third Party Terms or the services supplied by Third Party Providers.
14.1 PAYMENTS GENERALLY
(a) We use a third-party online payment partner, currently Stripe (Online Payment Partner), to collect payments for our Services and the services you provide or receive.
(b) You will need to set up an account with Stripe (Stripe Connected Account) to be able to pay or receive fees via the Platform.
(c) The processing of payments in relation to the Platform by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which you may find here.
(d) You agree to release MultilingApp and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment.
(e) You must familiarise yourself with, and follow our Online Payment Partner’s Preventing Dispute and Fraud and Best Practises for Fraud Prevention policies which can be found here and here.
(f) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
14.2 INTERPRETING SERVICES – NO REFUNDS
(a) Users acknowledge and agree that in respect of any interpreting services, no returns will be possible, due to the live nature of interpreting services. Users are encouraged to select any interpreting Freelancers they engage carefully.
(b) If a dispute arises in relation to any interpreting services provided by a Freelancer, the Freelancer may agree to re-perform the relevant services or forfeit some of the agreed payment in respect of the relevant Milestone.
14.3 TRANSLATING SERVICES
Users acknowledge and agree that in respect of any translating services, the deliverables related to such services will not be available to a Client (other than in a preview form) until the Client releases the payment in respect of such deliverables to the Freelancer via the Online Payment Partner.
(a) Users acknowledge and agree that we will generate the invoices in relation to the services the Users provide to each other via the Platform on behalf of the Users.
(b) The Users authorise MultilingApp to issue such invoices.
(c) Such invoices will be based on:
(i) the amounts agreed between the Users on the Platform;
(ii) the Client Service Fee and the Platform Fee (defined in clause 5.1(a) of Part 2) charged by us;
(iii) any processing fees charged by our Online Payment Partner; and
(iv) any applicable government taxes.
(d) We will send a copy of each invoice to the relevant User via the Platform. To the maximum extent permitted by applicable law, you are responsible for ensuring the correctness and validity of such invoices.
(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to MultilingApp via support@multilingapp.com. We will assess the complaint and attempt to assist the Users to quickly and satisfactorily resolve it.
(c) If the dispute relates to a Job Listing, the party initiating the dispute can file a dispute in their Stripe Connected Account for our Online Payment Partner to be the independent arbitrator of the dispute. The dispute will be resolved in accordance with Online Payment Partner’s dispute resolution process set out here.
(d) You agree that our Online Payment Partner:
(i) might release any fees payable to MultilingApp in relation to a disputed Job Listing to MultilingApp prior to the resolution of the dispute;
(ii) can chargeback any payment, network fees, and dispute fees in accordance with its dispute measuring process which can be found here; and
(iii) may decide to perform a partial or complete transfer reversal (as explained here) of a payment made to your Stripe Connected Account, and whether any refund of related application fees will be made.
(e) Any costs you incur in relation to a complaint or dispute will be your responsibility.
(f) If you have a dispute with MultilingApp, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
(g) Notwithstanding any other provision of this clause 16, you or MultilingApp may at any time cancel your Account or discontinue your use of the Platform.
MultilingApp does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference and damage.
(a) (Introduction service) MultilingApp is a medium that facilitates the introduction of Clients and Freelancers for the purposes of allowing them to provide or receive (as the case may be) translating, interpreting and similar services. MultilingApp simply collects a service fee in consideration for providing this introduction service via the Platform and does not have any obligations or liabilities to, and is not a party to any contract between Clients and Freelancers in relation to such services or otherwise resulting from the introduction.
(b) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of the MultilingApp to any person (including the Freelancer) in respect of loss or damage sustained under or in connection with this Agreement is limited to the total fees received by MultilingApp from the affected party in the 12 months prior to the event giving rise the relevant liability (or where there are multiple events, the first such event). If no fees have been received by MultilingApp from the relevant party, then the liability of MultilingApp will be limited to one hundred dollars.
(c) (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.
(d) (Consumer law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the or services we provide.
(e) (Indemnity) You agree to indemnify MultilingApp and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives':
(i) fraudulent or criminal act and/or omission;
(ii) use of the Platform; or
(iii) your provision or receipt of Services from another User.
(f) (Consequential loss) To the maximum extent permitted by law, under no circumstances will MultilingApp be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by any Freelancer (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
The Users agree that:
(a) no information owned by MultilingApp, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b) all communications involving the details of other users on this Platform are confidential, and must be kept as such by the Users and must not be distributed nor disclosed to any third party.
You agree to be bound by the clauses outlined in MultilingApp's Privacy Policy, which can be accessed at https://www.multilingapp.com/cms/privacy-policy.
21. COLLECTION NOTICE
(a) We collect personal information about you in order to provide Services to you, to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
If you are accessing the Services from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
(a) this agreement is between you and MultilingApp and not with Apple. Apple is not responsible for the Services or any content available on the Services;
(b) Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;
(c) in the event of any failure of MultilingApp to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be MultilingApp’s responsibility;
(d) Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:
(i) product liability claims;
(ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation;
(e) in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement orand discharge of any such claim;
(f) that you represent and warrant that:
(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and
(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;
(g) you must comply with applicable third party terms of this agreement when using the Services; and
(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.
(a) MultilingApp reserves the right to terminate a User's access to any or all of the Platform (including any listings and memberships) at any time without notice, for any reason.
(b) In the event that a User's membership is terminated:
(i) the User's access to all posting tools on the Platform will be revoked;
(ii) the User’s sublicense to use the Service Content is immediately revoked;
(iii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Job Listings or requests); and
(iv) MultilingApp may remove all of the User’s Posted Materials from the Platform.
(c) Users may terminate their membership on MultilingApp at any time by using the Platform's functionality where such functionality is available. Where such functionality is not available, MultilingApp will effect such termination within a reasonable time after receiving written notice from the User.
(d) Notwithstanding termination or expiry of your membership or this agreement, the provisions of Part 1 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and MultilingApp will not be held accountable in relation to any transactions between Customers and Freelancers where tax related misconduct has occurred.
To the extent permitted by law, MultilingApp reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes, and also holds the right to produce these records in the event of any legal dispute involving MultilingApp.
26. NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.
27. GENERAL
27.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
27.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
27.3 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
27.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
27.5 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
27.6 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
27.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
27.8 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word "includes" and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
PART 2: FREELANCERS
You must verify that any Client is over 18 years old or has their parent's or guardian's consent to use the Platform.
2. SERVICE PROPOSALS
You acknowledge and agree that:
(a) by responding to a Job Listing with a Service Proposal, you represent and warrant that you are able to fulfil the requirements of a Job Listing and of the services specified in your Service Proposal;
(b) the Client will be notified if your edit the scope of services requested by the Client in a Job Listing in your Service Proposal and will be free to accept or reject such a Service Proposal;
(c) you must use your best endeavours to provide as much information as possible in any Service Proposal you upload on the Platform;
(d) any information you supply in a Service Proposal must be true, timely and accurate;
(e) you must take all reasonable steps to complete the services as described in every Service Proposal you upload, including by not cancelling any part of such a Service Proposal;
(f) you must deal with any dispute with a Client in accordance with clause 16 of Part 1;
(g) any additional terms and conditions relating to a Job Listing or a Service Proposal provided via the Platform are solely between you and the Client and do not involve MultilingApp in any way, except that they must not be inconsistent with your obligations under this agreement;
(h) a contract between you and the Client is formed at the time the Client accepts your Service Proposal; and
(i) MultilingApp will have no responsibility for the accuracy, reliability or timeliness of the content provided by a Client posting a Job Listing.
3. QUALIFICATIONS AND CRIMINAL RECORD
(a) If in any of your Service Proposals or anywhere on your Account you hold yourself out to possess certain qualifications (Qualifications), you warrant to MultilingApp that you do hold such Qualifications and if requested, will promptly provide MultilingApp with evidence of the Qualifications.
(b) Without limiting clause (a) above, you must obtain at your own cost and maintain at all times you are a User on the Platform, a valid working with children check in the jurisdiction you are offering services in, if you provide or intend to provide services to any person under 18 years of age.
(c) By using the Platform, you warrant that you have not been previously convicted of a criminal offence anywhere in the world and must immediately notify MultilingApp if this circumstance changes.
(d) If requested by MultilingApp, you must promptly provide us with evidence confirming that they you hold the relevant Qualifications and clearances set out in this clause.
3.1 PROVISION OF SERVICES TO THE CLIENTS
3.1.1 SERVICES TO NOT BE PROFESSIONAL ADVICE
(a) You must not provide any legal, financial, accounting, health or other professional services (Professional Services) to any User.
(b) By providing services to a Client and/or posting a Service Proposal, you warrant that the services you provide and/or are contained in your Service Proposal do not include any Professional Services other than translating, interpreting or similar services agreed between you and the Client as contained in the relevant Service Proposal.
3.1.2 PROVISION OF SERVICES GENERALLY
(a) You must provide any services specified in your Service Proposal:
(i) in accordance with all applicable Laws, tax obligations and industry standards, including but not limited to the ACL and the Privacy Act 1988 (Cth) and its state equivalents;
(ii) with due care and skill and in a professional, punctual and diligent manner;
(iii) in a manner so that the services are fit for their intended purpose;
(iv) on the date and at the times agreed in the Service Proposal; and
(v) using the functionality of the Platform, such as video, audio, or messaging link, only.
(b) You acknowledge and agree that at Client may review any services you provide under a Service Proposal on the Platform in accordance with clause 5 of Part 1 of this agreement.
(c) If a Client requests to reschedule the delivery time for the services agreed to be provided under a Service Proposal between you and the Client, you may choose to accept or reject such a request.
3.2. FEES
3.2.1 GENERAL
(a) Once a Client accepts your Service Proposal, the Client will be prompted to pay the amount you quoted in your Service Proposal (Quoted Amount) plus a 15% service fee payable to us (Client Service Fee) to be held by our Online Payment Partner via the Platform. We will also charge you fee of 15% of the Quoted Amount for your use of the Platform (Platform Fee) and you agree to us charging this fee.
(b) Any payment processing fees payable to our Online Payment Partner (Payment Fees) will be paid by the Client directly to the Online Payment Partner. You may see the applicable Payment Fees here.
(c) The Client Service Fee and the Platform Fee will be released to the MultilingApp’s account with the Online Payment Partner as soon as a Client makes a payment in respect of a Service Proposal.
(d) The balance of the Quoted Amount minus the Client Service Fee and the Platform Fee (Your Fee) will be held in our account with our Online Payment Partner while you are providing the services listed in the relevant Service Proposal.
(e) You Fee will be transferred to your Stripe Connected Account with the Online Payment Partner as soon as the Client confirms that the relevant Service Proposal has been completed and releases the Quoted Amount in respect of that Service Proposal.
(f) After Your Fee is transferred to you, we will send you an invoice detailing all the relevant fees in accordance with clause 15 of Part 1 of this agreement.
(g) You acknowledge that your bank may charge you exchange fees for any payments made in a currency other than Australian dollars.
(h) MultilingApp reserves the right to change or waive the Client Service Fee at any time by updating this agreement or otherwise notifying you via the Platform. Where we do so, we will provide you with reasonable notice and upon receipt of such notice you have the right to terminate this agreement immediately, without notice to us. Your continued use of the MultilingApp Services after such notice, will constitute your consent to the changes.
(i) MultilingApp reserves the right to change or waive the Platform Fee at any time by updating this agreement or otherwise notifying you via the Platform. Where we do so, we will provide you with reasonable notice and upon receipt of such notice you have the right to terminate this agreement immediately, without notice to us. Your continued use of the MultilingApp Services after such notice, will constitute your consent to the changes.
(j)
3.2.2 TAXES
(a) If you are located in Australia or are providing services in Australia and GST applies to you, you will be able to use the Platform’s functionality to add your GST details. You will also be able to instruct the Online Payment Partner to add GST amounts or VAT amounts to any Quoted Amount on the Platform and the Online Payment Partner will distribute such amounts to you together with Your Fee.
(b) You acknowledge that, unless applicable regulations require otherwise, taxes (including GST) will be calculated and charged on the Quoted Amount and we will calculate the Service Fee on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount. The Service Fee will also include any taxes applicable to the Service Fee.
(c) You will otherwise be responsible for paying any taxes applicable to the services you provide on the Platform in accordance with clause 24 of Part 1.
You may subcontract any of the services you provide via the Platform to a service provider on the Platform or a service provider of your choosing (each a Subcontractor), provided that:
(a) any Subcontractor is properly qualified to perform the services;
(b) you are responsible for the acts and omissions of the Subcontractor; and
(c) your Account on the Platform clearly displays the Subcontractors you may subcontract your services to.
3.4 REFUNDS & CANCELLATIONS
3.4.1 CANCELLATIONS BY A CLIENT
You must ensure that your cancellation policy and refund policy in relation to Clients cancelling services is in compliance with all applicable laws, including but not limited to ACL.
Without limiting or otherwise affecting the terms of this agreement, if a Client has accepted your Service Proposal and you cannot provide the services you agreed to provide under that Service Proposal, you may:
(a) prior to cancelling the Service Proposal, contact the Client and agree to an alternative delivery day or delivery means;
(b) subcontract such services to a Subcontractor; or
(c) cancel the services by notifying the Client.
3.4.3 NON-REFUNDABLE PLATFORM FEE
The Platform Fee is by default non-refundable, once charged. However, MultilingApp may, in its absolute discretion, issue refunds of the Platform Fee in certain circumstances.
(a) You agree that while you are a Freelancer on the Platform, and for one (1) year after you cease using the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, outside the Platform either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Client whom you came to know about, or with whom you provided services to directly or indirectly, by using the Platform. This provision will apply whether or not the Client or their representative is still active on the Platform.
(b) You must not communicate with a Client, or request or entice a Client to communicate with you, outside the Platform.
(c) MultilingApp may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 8.
You agree that when you respond to a Client’s Job Listing with a Service Proposal, this constitutes your intention and offer to enter into a contract with the Client, where you will provide the Client with the services that you have set out in a Service Proposal in exchange for payment of the Quoted Amount. IA contract is formed in this respect when the Client accepts your Service Proposal via the functionality of the Platform.
PART 3: CLIENTS
You acknowledge and agree that:
(a) posting a Job Listing on the Platform is free;
(b) you must only submit Job Listings containing bona fide offers to receive translating, interpreting or similar services from the Freelancers;
(c) MultilingApp may choose not to accept any Job Listing you submit to the Platform, and MultilingApp may limit the number of Job Listings you can submit on the Platform;
(d) posting a Job Listing will constitute your offer and intention to enter into a contract with the Freelancer (a contract is formed in this respect when a Freelancer responds to your Job Listing with a proposal (Service Proposal) and you accept such a Service Proposal);
(e) a Service Proposal submitted by a Freelancer may propose a different scope of services to those set out in your initial Job Listing;
(f) you must receive the services listed in a Service Proposal at the times agreed in such a Service Proposal and the Freelancer will be under no obligation to reschedule any agreed delivery dates and times; and
(g) any terms and conditions relating to services or a quote in respect of a Service Proposal provided via the Platform are solely between you and the Freelancer and do not involve MultilingApp in any way, except that they must not be inconsistent with your obligations under this agreement.
2.1 GENERAL
(a) Once you accept a Freelancer’s Service Proposal, you will be prompted to pay the amount the Freelancer quoted to you (Quoted Amount) to us via the Platform, a 15% fee charged by us (Service Fee).
(b) In addition to the fees listed in clause (a) of Part 3, you will also be charged processing fees by our Online Payment Partner (Payment Fees) at the time you are prompted to pay the Quoted Amount and the Service Fee via your Stripe Connected Account. You may see the applicable Payment Fees here. You acknowledge that your bank may charge you exchange fees for any payments made in a currency other than Australian dollars.
(c) The balance of the Quoted Amount minus the Service Fee and a 15% fee we will charge the Freelancer (Freelancer’s Fee) will be held in our account with our Online Payment Partner and transferred to the Freelancer’s Stripe Connected Account, after you complete and submit the form entitled the ‘Payment Request Form with Notification of Payment’ on the Platform confirming that the relevant services have been provided by the Freelancer.
(d) MultilingApp reserves the right to change or waive the Service Fee at any time by updating this agreement or otherwise notifying you via the Platform. Where we do so, we will provide you with reasonable notice and upon receipt of such notice you have the right to terminate this agreement immediately, without notice to us. Your continued use of the MultilingApp Services after such notice, will constitute your consent to the changes.
(e) You acknowledge that, unless applicable regulations require otherwise, taxes (including GST) will be calculated and charged on the Quoted Amount and we will calculate the Service Fee on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount. The Service Fee will also include any taxes applicable to the Service Fee.
3. PRICING ERRORS
In the event that we discover an error or inaccuracy in any price at which your order was purchased via the Platform, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Freelancer, you will then have the option of purchasing the relevant services at the correct price, or cancelling your order.
4. CANCELLATIONS AND RESCHEDULING
(a) MultilingApp will have no liability or obligation to you if a Freelancer cancels the services they agree to provide in a Service Proposal any time after you have accepted the Service Proposal and you will not be entitled to any compensation from MultilingApp, including any portion of the Service Fee.
(b) If you wish to cancel a service before the Freelancer has fulfilled the requirements specified in a Service Proposal, you must do so using the functionality on the Platform. If you do that, then subject to the Freelancer’s terms and conditions, the Freelancer may charge you a cancellation fee, and we will charge you our Service Fee, and your bank might charge might charge you transaction and/or credit card fees.
(c) If a Freelancer requests to reschedule the delivery time for the services listed in a Job Listing to be provided, you may choose to accept or reject such a request or propose an alternative delivery time.
The Service Fee is by default non-refundable, once charged. However, MultilingApp may, in its absolute discretion, issue refunds of the Service Fee in certain circumstances.
6. LINKED BUSINESSES
You acknowledge and agree that:
(a) the Platform provides links and introductions to Freelancers owned and operated by third parties that are not under the control of MultilingApp;
(b) the provision by MultilingApp of introductions to Freelancers does not imply any endorsement or recommendation by MultilingApp of any Freelancer;
(c) MultilingApp does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Freelancer who uses or is listed on the Platform and it is solely your responsibility to determine the suitability of any Freelancer or their services to your needs; and
(d) any terms and conditions relating to a service, Service Proposal or quote provided via the Platform constitute a contract between you and the Freelancer and do not involve MultilingApp in any way.
7. COMMUNICATION OUTSIDE THE PLATFORM
(a) You must not communicate with a Freelancer, or request or entice a Freelancer to communicate with you, outside the Platform.
(b) MultilingApp, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 7.