Welcome to Nabbesh!
Thank you for choosing Nabbesh as the platform to find, hire, manage and pay top freelance talent from the world’s emerging markets! Before you get started take some time to go through our Terms of Business in order to understand how things work as well as your rights as a client or a freelancer.
Accepting the Nabbesh Terms of Business
This Nabbesh User Agreement (the “Agreement”) is a contract between a freelancer (the “Freelancer”), the Company or individual engaging the services of the freelancer (the “Client”) and Nabbesh FZE, a UAE based Company (“Nabbesh”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website www.nabbesh.com (the “Site”) and related software and services (collectively with the Site, the “Nabbesh Platform”).
Nabbesh may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) fifteen (15) days after Nabbesh provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. The last Change to these terms was made on June 1st 2018.
YOU UNDERSTAND THAT BY USING THE NABBESH PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE NABBESH PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
1. THE NABBESH PLATFORM
Nabbesh has created a marketplace to connect clients and freelancers using the Nabbesh Platform. The Nabbesh Platform enables both clients and freelancers to buy and sell Services online. Clients post jobs and invite freelancers to apply. Freelancers apply to Jobs. If a Client accepts a Freelancer’s Job application by “hiring” the Freelancer or “hires” the Freelancer without a job application, an implied contract following these Terms of Business (the “Service Contract” or “Consultancy Agreement”) is formed directly between such Client and Freelancer.
Nabbesh collects payment from the Client on behalf of the Freelancer. Nabbesh charges Freelancers a fee for the use of the Nabbesh Platform and the services it provides (the “Nabbesh Fees”). This fee is equal to 15% (inclusive of Processing fees) of Client’s total payments, unless Nabbesh advises the Freelancer in advance as to a different fee.
Nabbesh has created “Nabbesh Wallet” which would hold all the Client or Freelancer funds related to jobs being done on the Site. Clients can fund their wallet at any time and use the funds to make multiple Freelancer payments. All Client refunds and or discounts and rewards will be added to the Nabbesh Wallet. Similarly, all funds earned by the Freelancers will be held in their Nabbesh Wallet and can be withdrawn upon the Freelancer’s request, or automatically paid at our bi-monthly payments cycles on the 15th and 30th of each month. All freelancer benefits and financial rewards will also be credited to their Nabbesh Wallet.
Nabbesh uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Nabbesh Platform. The processing of payments or credits, as applicable, in connection with your use of the Nabbesh Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Nabbesh is not responsible for any errors by the Payment Processor.
The Client authorizes Nabbesh (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Client, to store credit card details as Client’s method of payment for Work, and to charge the Client’s credit card (or any other form of payment authorized by Nabbesh or mutually agreed to between the Client and Nabbesh).
Nabbesh charges Clients a processing fee (the “Processing Fees”) of 2.9%. Processing Fees are added at the time of any payment when the Client accepts the total amount that he is requested to pay. This fee covers payment processing and administrative fees. When a Client or Freelancer is paying from his balance (resulting from any credits or refunds or earnings), there is no processing fee. Funds returned to your balance from cancelled projects will not include processing fees paid.
Nabbesh may charge Users a Withdrawal Fee when they withdraw funds from their Nabbesh Wallet. The Withdrawal Fee is equal to 2% of the total withdrawal amount. In the future, and as we add support of more withdrawal methods, if the Freelancer elects withdrawal through a third party, the third party may charge additional fees.
2. SERVICES PROVIDED BY FREELANCER
The Freelancer will provide services to the Client as described and agreed on the Nabbesh Platform and will be governed by this Agreement.
3. FREELANCER ACTING AS INDEPENDENT CONTRACTOR
It is understood that the Freelancer is acting as an independent contractor only, and is not an agent for or an employee of the Client or of Nabbesh. The Freelancer shall have no authority to enter into any commitments on behalf of the Client or Nabbesh or to hold themselves out as an employee of the Client or Nabbesh. The Freelancer shall act at all times as an independent contractor, and nothing in this Agreement shall be construed as creating any form of employment, agency, or partnership between the Client and the Freelancer or between Nabbesh and the Freelancer.
Nabbesh expects a consistent and high level of courtesy, respect and professionalism from all of its Clients and Freelancers toward each other. Clients and Freelancers agree to use good judgment when posting information, comments, or other content regarding other Clients and Freelancers, Nabbesh or any third party anywhere within the Nabbesh Platform. Clients and Freelancers may be held legally responsible for damages suffered by other Clients and Freelancers, Nabbesh or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Nabbesh Platform. All Clients and Freelancers are to comply with all laws applicable to them or to their activities, and with all posted Nabbesh Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Nabbesh’s discretion, and the currently effective policies will be deemed to be part of this Agreement.
When submitting any content to or otherwise using the Nabbesh Platform, you agree not to post or transmit to or from the Nabbesh Platform:
- any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
- any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
- any falsehoods or misrepresentations that could damage us, our users or any third party;
- any private information concerning another person, without their permission;
- anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;
- anything which solicits a user's password or other account information;
- anything which harvests user names, addresses, or email addresses for any purpose; and
- any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.
You will not access (or attempt to access) the Nabbesh Platform by any means other than the interface provided, and you will not use information from the Nabbesh Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Nabbesh Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.
You do further hereby agree to use the Nabbesh Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Nabbesh Platform:
- attempt to access or search the Nabbesh Platform or download content from the Nabbesh Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
- access, tamper with, or use non-public areas of the Nabbesh Platform, our computer systems, or the technical delivery systems of our providers;
- gather and use information, such as other users’ names, real names, email addresses, available through the Nabbesh Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
- use the Nabbesh Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement;
- violate any applicable law or regulation; or
- advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
Nabbesh is not legally responsible for any remarks, information or other content posted or made available on the Nabbesh Platform by any Client or Freelancer or third party, even if such information or content is defamatory or otherwise legally actionable. Nabbesh is not legally responsible for any negative outcome of the relationship between Clients and Freelancers. Nabbesh is not responsible for and does not monitor or censor content for accuracy or reliability. However, Nabbesh reserves the right to remove or restrict access to any information or content posted or made available on the Nabbesh Platform if ordered to do so by a government authority or if Nabbesh considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.
5. WORKING ON NABBESH
5.1 Posting a job. All Jobs posted to Nabbesh must not contain any information enabling or requesting contact or payment outside of the Nabbesh Platform. Job postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Job postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Job postings related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Job postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.
5.2 Applying to a job. All information provided in a Job application must be true, accurate and complete. Nabbesh reserves the right (but has no obligation) to verify any and all information provided on a Client or Freelancer’s profile or Job application. By applying to a Job, the Client or Freelancer is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the Job posting. Nabbesh reserves the right (but Nabbesh does not have the obligation) to verify the skill and ability of the Freelancer.
5.3 Managing jobs. Clients agree to respond promptly to communications with and requests for information from the Freelancer. Any requests for feedback should be answered within 72 hours of request. If this does not happen to the satisfaction of Nabbesh, the Job may be removed from the Nabbesh Platform. If input on a Job part is delayed by more than 7 days from the delivery date, Nabbesh has the right, at its sole and absolute discretion, to put the resolve any disputes or pending payment in relation to the Job, determine fair compensation, and disperse funds between the parties as it sees fit, without Nabbesh incurring any liability whatsoever.
5.4 Working on jobs. The Client is responsible for providing all tools and resources necessary to complete the services, unless explicitly stated in advance by the Client. Freelancers agree to respond to all Client communications and requests for information within 24 business hours. If the Freelancer will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Client at least 1 week prior. After the completion of a Job, the Freelancer can provide timely, honest and objective feedback on the Client.
6. BILLING AND PAYMENTS
6.1 Fixed-Priced and Time and material (e.g. Hourly, Weekly, Daily, Monthly) Agreements. Jobs on Nabbesh can be organized on a Fixed-Price agreement or a time and material agreement. Payments for Fixed-Price agreements and time and material agreements would need to use Nabbesh’s payment system to manage payments. Fixed-Price and time and material agreements can be modified and extended as long as both the Client and Freelancer agree.
6.2 Disintermediation. Except pursuant to the Buyout Policy in Section 6.3 below, Clients shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Nabbesh Platform. Any action that encourages or solicits complete or partial payment outside of the Nabbesh Platform is a violation of this Agreement.
Should a Client be found in violation of this section of this Agreement, it may result in a termination of their Nabbesh account and the Client shall pay to Nabbesh fees equal to the greater of:
- $2,500; or
- the applicable fees had the payments been processed through the Nabbesh Platform plus 20%.
Clients shall immediately notify Nabbesh if a Freelancer requests that Clients make a payment directly to it or through any channels other than those provided or specified by Nabbesh. Freelancers shall not accept any payments relating to a Job (including, without limitation, bonuses) from a Client directly or through any payment channels other than the Nabbesh Platform. Freelancers shall immediately notify Nabbesh if a Client attempts to make a payment to Freelancer directly or through any payment channels other than those provided or specified by Nabbesh.
6.3 Buyout Policy. Notwithstanding the provisions set forth above, Clients and Freelancers may agree, with Nabbesh’s prior written approval, to provide or receive Services outside of the Nabbesh Platform with Clients and Freelancers identified through the Nabbesh marketplace, but only on the terms set forth in this Section.
If the Services are rendered more than two (2) years after the Client identifies the Freelancer through the Nabbesh Platform, no Nabbesh Fees or buyout provisions apply. If Services are rendered outside of the Nabbesh Platform less than two (2) years after the Client identifies the Freelancer through the Nabbesh Platform, payments for such Services will not be subject to the Nabbesh Fees, provided that the Client pays Nabbesh a “Buy-Out” fee in accordance with the procedure set forth below:
Prior to working outside of the Nabbesh Platform to receive Services from a Client and Freelancer identified through the Nabbesh Platform, the Client will notify Nabbesh in writing of its intent to pay the Buy-Out fee in lieu of paying through the Nabbesh Platform.
Together with such notice, the Client will pay or authorize Nabbesh to deduct from its account the greater of:
- fifteen percent (15%) of the original Job budget that has been approved on Nabbesh; or
- one thousand dollars (1000 USD).
6.4 Nabbesh Wallets and Escrow Accounts. Funds accumulating in Nabbesh user wallets and escrow accounts are subject to Fees based on the following criteria:
- Funds accumulating in Escrow as a result of double payments would be refunded with a processing fee of 10%
- Funds being released to a Freelancer as an outcome of a dispute resolution would be subject to a processing fee of 15%
- Funds or Re-funds being released to a Client as an outcome of a dispute resolution would be subject to a processing fee of 15%
- If a project has stopped and a Client or Freelancer have become unresponsive, releasing the escrow funds to the non-breaching party would be subject to a 15% processing fee
- Funds accumulating in Client escrow for a 6 months period would accrue a monthly administrative fee of 5% of the value of the funds starting from the 7th month in addition to an investigation into the causes. Breaches in these Terms of Business would be subject to additional penalties as outlined in this clause 6.
- Funds accumulating in Freelancer escrow for a 6 months period would accrue a monthly administrative fee of 5% of the value of the funds starting from the 7th month in addition to an investigation into the causes. Breaches in these Terms of Business would be subject to additional penalties as outlined in this clause 6.
- Funds accumulating in Freelancer Wallets for a 6 months period would accrue a monthly administrative fee of 5% of the value of the funds starting from the 7th month
- Withdrawal of Wallet funds by freelancers are free of charge and are normally done automatically during the bi-monthly payments cycles unless the funds do not meet the bank transfer threshold of US$100 and the Freelancer has failed to provide an alternative method of payment
- Funds accumulating in Client Wallets for a 6 months period would accrue a monthly administrative fee of 5% of the value of the funds starting from the 7th month
- Withdrawal of Wallet funds by Clients will be subject to a 5% administrative fee. The Client has to request their payment in writing by e-mailing firstname.lastname@example.org and providing the relevant transfer details
6.5 Dispute Resolution. In the off-chance that things go wrong, Nabbesh is committed to using its commercially reasonable efforts to correct the issue with Dispute Resolution. At Nabbesh’s sole discretion, it may withhold the following amounts for the Client and/or Freelancer, and disburse such funds as it in its sole discretion determines, without any liability:
- 100% of the Job budget for incomplete work,
- 75% of the Job budget if the quality of the work is not up to Nabbesh standards,
- 30% of the Job budget for delays between either party,
For purposes of dispute resolutions, we cannot review Job parts already invoiced and funds released by the Client, or if the work was completed outside of the scope defined on the Nabbesh Platform, and work completed where funding has not been transferred in Nabbesh.
Nabbesh Dispute Resolution is determined by the following timeline:
- Both Client and Nabbesh Freelancer provide a compensation estimate (how much they think is owed) to Nabbesh Support (email@example.com) in writing.
- Both Client and Nabbesh Freelancer provide any supporting documents that describe the specific Job part being reviewed. Supporting documents include only documents and messages exchanged on the Nabbesh Platform. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.
Nabbesh will dedicate a third-party reviewer (from within Nabbesh or outside of Nabbesh), that has not had any relationship with the Client and Nabbesh Freelancer, for their specific Job and that has appropriate ability to perform the review of the Job. Nabbesh takes things like delays, incomplete work, work quality and language tone into consideration to determine allocation of compensation. Nabbesh’s third-party reviewer will come to a conclusion within 14 days.
Nabbesh’s dispute resolutions are final, non-reversible, and Nabbesh shall not be liable to either of the parties.
6.6 Payment Accounts. Each Freelancer must properly discharge and credit its Client for all payments Nabbesh receives from such Client. Each User understands and agrees that:
- The transmission of funds in the manner described herein is not a separate and discrete service that Nabbesh provides in addition to its Nabbesh Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Nabbesh Platform services that Nabbesh is providing.
- The Nabbesh payment account is a custodial account administered by Nabbesh to facilitate disbursement of the Client’s payment to the Freelancer.
- You agree that you will not receive interest or other earnings on the funds that Nabbesh handles as your agent and places in commingled accounts. In consideration for your use of the Nabbesh Platform, you irrevocably transfer and assign to Nabbesh any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Nabbesh any ownership right to the principal of the funds you maintain with Nabbesh. In addition to or instead of earning interest on commingled accounts, Nabbesh may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.
Additionally, in the event that a Client and Freelancer cannot agree upon whether a Job (including but not limited to a Fixed-Price or Time and material) has been completed, and one of such parties advises Nabbesh that there is a dispute in that regard, then Nabbesh may determine if the Job has been substantially completed and release the funds it holds to either the Client and/or Freelancer, as it deems appropriate, in its sole and absolute discretion, and without any liability of Nabbesh to any party whatsoever. Client and Freelancer do hereby irrevocably authorize Nabbesh to determine whether the Job has been completed, and to disburse the amounts it is holding on behalf of Freelancer and Client as it so determines to the party that it so determines.
6.7 Non-Payment. If a Client fails to pay amounts due under this Agreement, whether by cancelling a Client’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Client must reimburse the Freelancer for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, a Freelancer may setoff amounts due against other amounts received from or held for the Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
6.8 Hold on Funds. Nabbesh reserves the right, in its sole discretion, to place a hold on funds for a Client’s payments to clear or if Nabbesh suspects monies may be subject to charge back or if fraud is suspected. Nabbesh will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Nabbesh payment guarantee shall be revoked and all monies in a Nabbesh account may be held and/or reclaimed, not just those from the Job(s) under investigation.
6.9 Agencies and Agency Freelancers. An “Agency” is an organization seeking to make money on Nabbesh by selling the Services of Agency Freelancers. An “Agency Freelancer” is a Freelancer under agreement to do work on the Nabbesh Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Freelancers, including its Agency Freelancers, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Jobs. One Agency Freelancer may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Freelancer account and Freelancer profile associated with that person’s Agency on Nabbesh. If an Agency Freelancer is no longer working for an Agency, the Agency may not use the Freelancer’s profile in any way. Freelancers leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Freelancer. When leaving the Agency, Agency Freelancers keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the Jobs of Freelancers who have since left the Agency. An Agency that requests the immediate suspension of a Freelancer must provide the documents and supporting legal authority that prove, to Nabbesh’s satisfaction, that the Freelancer has breached a non-compete agreement or a Nabbesh policy.
7.0 Enforcement of User Agreement and Policies. Nabbesh has the right, but not the obligation, to suspend or cancel your access to the Nabbesh Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Nabbesh’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Nabbesh Platform to you if:
- you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site;
- we are unable to verify or authenticate any information you provide to us; or
- we believe that your actions may cause legal liability for you, our Clients and Freelancers or for Nabbesh.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Client or Freelancer account is cancelled, you may no longer have access to any parts of the Nabbesh Platform, including data, messages, files and other material you keep on Nabbesh. All intellectual property provided by Clients for the purposes of completing Jobs will be returned by Freelancers immediately upon termination.
The Client shall furnish the Freelancer with data, material, and information relevant to the services contemplated by this Agreement and the Freelancer agrees to treat as confidential all such information.
It is agreed that, in the absence of a legal or administrative obligation, no disclosure or communication of information concerning any provision or aspect of this Agreement or of confidential information provided by the Client to the Freelancer may be made without the express agreement of the Client.
In the event of termination of this Agreement, the Freelancer will return to the Client any documents and materials in their possession or control which are the property of the Client and/or which contain confidential information relating to the Client.
8. REMUNERATION OF FREELANCER
8.1 The Client shall pay to the Freelancer for their services the remuneration set forth on the Nabbesh Platform. The Client and the Freelancer may agree to revise the amount of such remuneration from time to time, and shall log the change on the Nabbesh platform or notify Nabbesh of any such revisions.
8.2 Unless the Client, the Freelancer and Nabbesh all agree otherwise, each payment to the Freelancer shall be made using Nabbesh as a payment intermediary. The Client shall pay Nabbesh, and Nabbesh shall then pay the Freelancer either to a bank account of the Freelancer, opened with a bank acceptable to the Nabbesh and for which the account details shall be communicated in a timely manner to Nabbesh by the Freelancer, or by way of an alternative payment method agreed by Nabbesh and the Freelancer.
8.3 The Freelancer explicitly agrees and understands that Nabbesh is acting as an intermediary only, and is not responsible for the payment of fees due to them to the extent that such fees have not been paid by the Client. Should the Client fail to pay Nabbesh any fees due to the Freelancer, the Freelancer’s sole remedy shall be to take action directly against the Client for such fees.
8.4 The Freelancer shall not employ any sub-contractors with respect to the services provided to the Client without the Client’s prior written consent. Should such consent be granted and should the Freelancer involve third parties as sub-contractors, it shall do so under its sole and entire responsibility and liability. The Freelancer shall be the sole person liable for payment of such sub-contractors’ fees, costs and corresponding expenses, and shall indemnify the Client and Nabbesh in the event of any claims brought against either of them by such third parties in connection with this Agreement.
8.5 The Freelancer shall be solely responsible and liable for the payment of any taxes or duties of any nature whatsoever (including without limitation withholding taxes) that may be imposed by any tax authority in relation to payments made by the Client to the Freelancer pursuant to this Agreement. The Freelancer shall bear alone any amounts in principal and/or penalties that may be due by the Client in relation to such taxes or duties, and shall indemnify the Client for any claims made against it in relation thereto.
8.6 Based upon the scope and degree of services performed by the Freelancer for the Client, the Freelancer and the Client may at their discretion agree to such additional compensation or emoluments for the Freelancer as they may deem appropriate from time to time, including reimbursement by the Client of expenses incurred by the Freelancer in the performance of services for the Client. All such compensation or emoluments shall be disclosed to Nabbesh and paid through Nabbesh in accordance with this Agreement.
9. TERM AND TERMINATION
Clients may terminate at any time but may not recover any payments made to the Freelancers unless mutually agreeable. The Freelancer may terminate an agreement at any time if no payment has been made. If a payment has been made on a Job, the Freelancer may terminate only with written agreement from the Client or after the payment has been refunded.
10. REPRESENTATIONS AND WARRANTIES
10.1 The Freelancer and the Client warrant and represent to each other and to Nabbesh that they are lawfully entitled to enter into this Agreement, that they have full authority to do so, and that they hold all necessary permissions, licenses, consents, rights and authorisations which might be necessary for them to be able to enter into and to perform this Agreement. The Freelancer and the Client further represent and warrant to each other and to Nabbesh that their entering into this Agreement and the performance of their respective obligations hereunder is not unlawful or otherwise in breach of any legal obligation that is binding upon them.
10.2 The Freelancer and the Client warrant and represent to each other and to Nabbesh that the information provided in the Agreement in relation to their names, descriptions and contact details is true and correct.
10.3 In the event of any breach of any representation or warranty by the Freelancer or the Client, any party to this Agreement that has suffered loss or damage as a result of any such breach may pursue a claim against the person in breach.
11. INTELLECTUAL PROPERTY
11.1 For the purposes of this Agreement, “Intellectual Property” means patent rights (including, without limitation, patent applications and disclosures), rights to inventions, utility models, copyrights, trade marks, service marks, trade secrets, rights in computer software, database rights, moral rights, know-how, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection recognised in any country or jurisdiction in the world.
11.2 It is agreed that with respect to any Intellectual Property developed by the Freelancer or the Client in the course of the Freelancer’s performance of this Agreement, all such Intellectual Property shall be entirely owned by the Client. The Freelancer agrees to execute any assignments or other documentation required to give effect to the foregoing provision.
11.3 Nothing in this Agreement shall be interpreted as providing the Freelancer with any rights over any Intellectual Property owned by the Client or by Nabbesh.
12. NABBESH AS INTRODUCER ONLY
12.1 The Client and the Freelancer agree that Nabbesh is acting as a facilitator and introducer only. In no event shall Nabbesh be responsible for any actions taken by either the Client or the Freelancer. Nabbesh hereby disclaims any liability for any breach of this Agreement by either the Client or the Freelancer, or for any other actions or omissions by either the Client or the Freelancer.
12.2 The Client and the Freelancer agree that they shall immediately notify Nabbesh of any change in their relationship. In particular, the Client and the Freelancer shall inform Nabbesh of any work conducted by the Freelancer for the Client beyond the scope or term of this Agreement, whether carried out under a consultancy agreement, employment agreement, or otherwise.
The Client and the Freelancer, jointly and severally, agree to indemnify and hold Nabbesh and its affiliates and suppliers, including without limitation their respective officers, directors, shareholders, partners, employees, and agents harmless from any liability that may be incurred with respect to third parties in connection with Nabbesh’s participation in this Agreement.
14. LIMITATION OF LIABILITY
Nabbesh shall not be liable for any indirect, special or consequential damages, or for any loss of revenue, profits or data, arising out of or in connection with the Agreement, even in cases where Nabbesh has been advised of the possibility of such damages. Furthermore, Nabbesh’s aggregate liability arising out of or in connection with the Agreement shall not exceed $1,000 (one thousand U.S. dollars).
All notices, requests, demands and other communications provided for in or pursuant to the Agreement shall be made in writing and shall be deemed to have been given or made on the date of delivery, in the case of hand delivery, or upon receipt if transmitted by post, facsimile, electronic mail or any other means, addressed (in any case) as indicated in the Consultancy Agreement.
Nabbesh is to be copied on all communications between the Freelancer and the Client, either via the nabbesh.com platform or via e-mail to the dedicated Nabbesh account manager should the relationship be managed directly via Nabbesh staff.
16. RELATIONSHIP TO CONSULTANCY AGREEMENT OR SERVICE AGREEMENT
These Terms of Business complete and complement the provisions of the Agreement as required. The Agreement and these Standard Terms shall together form the Agreement among the Freelancer, the Client and Nabbesh. In the event that a provision of these Standard Terms is incompatible with a provision of the Agreement, the provision of the Consultancy Agreement shall take precedence over the provision in these Standard Terms.
17. AMENDMENT TO STANDARD TERMS
Nabbesh reserves the right to amend these Standard Terms from time to time. Any amendments to these Standard Terms shall be communicated by notice to the Freelancer and the Client at least 15 (fifteen) days prior to their taking effect. If the Freelancer and the Client do not object in writing to Nabbesh to any changes to these Standard Terms prior to the revised Standard Terms taking effect, then the Freelancer and the Client shall be deemed to have accepted the revised Standard Terms.
18. GOVERNING LAW / DISPUTE RESOLUTION
18.1 The Agreement shall be construed, enforced, governed, and controlled under the laws of the United Arab Emirates.
18.2 If any dispute arises among the parties hereto with respect to this Agreement, the interpretation or enforcement hereof, or any other matter related to this Agreement or the transaction contemplated hereby, the parties agree that, prior to seeking resolution of such dispute through binding arbitration, they will seek to resolve such dispute pursuant to a non-binding mediation proceeding held in Dubai, UAE. The mediator shall be jointly selected by the parties hereto. In the event of a dispute between the Client and the Freelancer, Nabbesh shall volunteer to act as mediator of the dispute. If mediation fails and binding arbitration is initiated with respect to this Agreement, either party may deliver written notice to the other of its intention to arbitrate the matter related to this Agreement and the arbitration proceeding shall be held in Dubai International Financial Centre, UAE, in accordance with the DIFC-LCIA Rules of Arbitration, in English, by a single arbitrator appointed in accordance with said Rules. The prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in connection therewith, in addition to any other relief granted. The decision of the arbitration panel shall be final and not subject to appeal.
Terms used in these Terms of Business or in the Consultancy Agreement (as defined below) shall have the following meanings unless otherwise specified:
“Agreement” means the Consultancy Agreement and the Terms of Business, which are incorporated into the Agreement by reference;
“Client” means the Company or employer as defined in the Agreement;
“Consultancy Agreement” means the master Consultancy Agreement or the Service Contract entered into among the Freelancer, the Company and Nabbesh, pursuant to which Freelancer shall provide services to the Company as set forth therein;
“Freelancer” means the Freelancer as defined in the Agreement;
“Nabbesh” means Nabbesh FZE;
“Terms of Business” means these Standard Terms & Conditions;
“USD” or “$” means United States dollars.
“Nabbesh Wallet”: the online electronic wallet which contains User’s money that is available for withdrawals at anytime or use as currency to pay for Projects on the Site.