Terms of service
This Hoplance Service Agreement (this "Agreement") sets forth the terms and conditions under which Hoplance, ("Hoplance or "we"), provides services, as further described in this Agreement (the "Service"). The Service includes your use of the Site. In these terms we call this web site, any successor web sites or application (together, the “Site”).
Please read this Agreement carefully. It constitutes a binding legal agreement between you and Hoplance. Hoplance is the exclusive property of Hoplance, 406/18 Bayswater Road - 2011 Potts Point - Australia, IBN 55 732 191 094
You acknowledge and agree that by using the Service you are indicating that you have read, understand and agree to be bound by this agreement. If you do not agree to be bound by this agreement, then you have no right to access or use the service.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, "you" and "your" will refer to that company or other legal entity.
Site: it represents this web site, any successor web sites or application.
Agreement: it means the most oupdatd version of the terms and conditions under which Hoplance provides services.
Service: it describes the services provided through the Site, including your use of the Site.
Users: it describes all users of the Service.
Account: it represents the user account on the Service.
User-Generated Content: it defines the information provided by Users through the use of the Service.
Clients: it describes all people or entities looking to hire Freelancers.
Freelancers: it describes people or entities prepared to perform a service for Clients.
Request for Proposal (or RFP): it is the document that solicits proposal by Freelancers interested in procurement of a service to Clients to submit business proposals.
Proposals: it is the document submitted by Freelancers to Clients explaining how they could perform the service required the Clients.
Project Services: it describes the specific tasks that a Freelancer agreed to perform for a Client.
Project Requirements: they are conditions or tasks that must be completed to ensure the success or completion of the Project Services.
Project Agreement: it is a legal document that outlines the terms, conditions, rules, policies, guidelines and obligations governing the provision of services between a Client and a Freelancer.
Project Contract: it represents the signed Project Agreement.
Transaction: it describe the collective process of issuing a Request for Proposal by a Client, receiving Proposals from Freelancers, evaluating Freelancer Proposals and signing a Project Agreement by the Client to a Freelancer”.
Fees: it describe the fees Users owe Hoplance.
The singular includes the plural and vice versa, and a gender includes other genders;
Description of the Service
- The Service provides an online marketplace that enables people or entities (“Clients”) looking to hire Freelancers to find and engage with people or entities prepared to perform that service (“Freelancers”). The Site may not be used for any other purpose.
- The Service collects your information and enables users of the Service (“Users”) to view certain information, see your portfolio, and contact you through the Site.
- Freelancers are not the employees or agents of Hoplance. Companies registered on Hoplance may have a commercial relationship with Hoplance. However, Hoplance is not involved in agreements between Users or in the representation of Users in dealing with Clients and individual projects or consulting briefs.
- Hoplance does not vouch for any of its Users; including Clients and Freelancers. Providing a service where Clients and Freelancers can meet does not imply an endorsement of any subscribing Freelancer or Client. Hoplance does not sanction statements a User may post on the system.
Some of the services provided by the Site are:
- facilitation of the contact between Clients and Freelancers;
- generation of invoices on behalf of Freelancers for the services provided by them via the Site;
- collection of documents required to fight money laundry, tax fraud and unfair work;
The Site put in place premium services for Clients and Freelancers including:
- a consulting service helping Clients search and appoint the right Freelancer;
- a collaborative interface letting multiple users acces the same services;
- other payment methods.
Scope of the Service:
- The Site provides a search tool to enable Clients to search for Freelancers. The Site also provides a platform to enable Clients to post Requests for Proposals.
- Freelancers may make a Proposal in response to a Request for Proposal.
- Clients engage in conversation, and discuss Project Requirements (“Project Requirements“), with relevant Freelancers using the messaging system provided by the Site.
- If the Freelancer accepts the Project Agreement (“Project Agreement“), a Project Contract (“Project Contract) is created between the Client and the Freelancer.
- Upon creation of the Project Contract, the Freelancer has rendered the Site Services and the Fees (the "Fees") are due and payable.
- Once the Project Contract is created, the Freelancer and the Client may vary the Project Agreement on the Site. The Freelancer and the Client are encouraged to use the Site messaging system to amend or vary the Project Requirements or to otherwise communicate.
- The Freelancer must perform the Project Services required under the Project Contract.
- Once the Project Services are complete, the Freelancer must provide notice of that on the Site
- Once the Project Services (or any associated milestone) have been completed the Client must release the agreed payment using the Site.
- After the Project Services are completed, the parties are encouraged to review and provide feedback of the experience using the Site.
If you register for an account on the Service (“User Account“), you agree to:
- be at least 18 years old and be legally able to use the service;
- provide accurate, current and complete information as may be prompted by any registration forms on the Services (“User-Generated Content”);
- maintain the security of your password;
- maintain and promptly update the User-Generated Content, and any other information you provide to Hoplance, and to keep it accurate, current and complete; and
- accept all risks of unauthorized access to the User-Generated Content and any other information you provide to Hoplance. You are responsible for all activity on your Hoplance account, and for all charges incurred by your Hoplance account.
Freelancers using the Service agree to:
- give Hoplance the right to generate invoices on their behalf for all the services provided by them via the Service;
- download on the website all documents required to satisfy the legislation regarding money laundry, fiscal fraud and fair work.
- If you register for an account on the Service (“User Account“), you agree to:
Using the Service
- Subject to your compliance with the terms and conditions of this Agreement, Hoplance hereby grants you a non-exclusive license, with no right to sublicense, to copy and install the Hoplance platform on any website that you own or control or operate on behalf of a third party for the sole purpose of using the Service in connection with such websites. The foregoing license includes the right to use any documentation and other materials provided by Hoplance to enable you to use the Service and to access and use the Service to view analytical reports generated by the Service for such websites.
By using the Service, you acknowledge and agree that:
- certain material accessible through the Service is provided to third parties and we are not responsible for such material or its interpretation or use; and
- where the Service provides the facility to enter into transactions with third parties, you acknowledge that we are not involved in the actual transaction between you and third parties and as a result have no control over the Services requested or performed or content posted on the Site.
You will not nor will you allow any third party to:
- modify, adapt, translate or otherwise create derivative works based on the Service;
- reverse engineer, de-compile, disassemble or otherwise attempt to discover the underlying ideas, algorithms, structure or organization of the Service;
- rent, lease, sell, assign, distribute or otherwise transfer rights in the Service or offer the Service on a timesharing, service bureau or hosted service basis; or
- use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Service. You will comply with all applicable laws and regulations in your access to and use of the Service.
- Hoplance charges Freelancers 10 per cent fees of any business sourced through the Site.
- Upon the creation of Project Contract, the Users owe Hoplance the Fees. Fees will automatically be deducted from the payment made by the Client.
- Other charges for the use of the Service, including subscription rates for Premium and Agencies accounts are described on the Site.
- All Fees and charges payable to Hoplance are non-cancellable and non-refundable.
- Our fees may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Service, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
- Hoplance is a company incorporated in Australia, all fees earned by us from Australian Clients will be subject to a 10% Goods and Services Tax (GST) on all fees, which will be shown separately on all invoices.
- Freelancers are responsible for paying any taxes, including any goods and services or value added taxes resulting from them executing Services via the Site, which maybe applicable in their legal jurisdiction.
- Freelancers and Clients are responsible for obtaining their own tax advice with regard to dealing with the Australian Tax Office, or for any transactions completed through the Site.
Clients can pay for the services they ask from Freelancers in the following ways:
Clients can pay using an existing provisioned Paypal account or directly via a Credit/Debit Card. Paypal accounts can be provisioned via direct bank transfer.
Freelancers need to create a Paypal Business Account in order to receive payments through Paypal.
Direct bank transfer
Under certain circumnstances, Clients are allowed to pay Freelancers via direct bank transfer.
- Using Paypal
- Clients can pay for the services they ask from Freelancers in the following ways:
You acknowledge and accept that:
- Hoplance does not endorse or recommend any particular Freelancer, nor do we vouch for the accuracy or completeness of the information provided by Freelancers in relation to Proposals or during the Project Services. You must make your evaluation of the accuracy or completeness of the information, opinion, advice or other content made through the Site.
- You accept that we do not guarantee that Freelancers will respond to an RFP and, in the event that no Freelancers respond with a Proposal, you will be required to find alternative means to undertake a Project.
- You are solely responsible for the suitability of any transactions which you enter into by means of the Site. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any transactions. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
- Hoplance does not accept any responsibility or liability for any failure or delay on the part of any Freelancer in providing Project Services to you nor are we responsible for any acts or omissions of any other person in the course of a Project.
- Hoplance encourages Clients to research any potential Freelancer before engaging in any service. Hoplance does not select or endorse any individual Freelancer to service a Client, nor any Client to appoint or engage a Freelancer. While Hoplance uses commercially reasonable efforts to verify that our registered Users are qualified Freelancers, we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any User. Hoplance does not warrant or guarantee that Users are covered by professional liability insurance.
- Hoplance does not guarantee results. Hoplance will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Site, and any use or reliance on User-Generated Content is solely at your own risk.
If you send a message to a Hoplance User, you agree to:
- be interested in hiring that User for the services they mention on their profile;
- not contact Users with non relevant opportunities for them; and
- not contact Users with an invitation to join a competing website. You are responsible for all information that you provide in your message.
When using the Site, you agree to:
- Issue a Project Request in good faith and with the full intention of appointing Freelancers to perform Project Services and not any other purposes such as market research;
- Provide all necessary information required for Freelancers to prepare a comprehensive Proposal in response to your RFP;
- Respond to all enquiries from Freelancers in regards to a RFP as soon as possible and share any material changes or new information with all Freelancers who have indicated their desire to prepare a Proposal;
- Provide all necessary information required of the successful Freelancer in accordance with the Project Agreement; and
- Deliver all payments for Project Services delivered to you as per the Project Agreement via the payment methods allowed by the Service, unless the Freelancer has materially changed or deviated from the Project Agreement.
When using the Site, you agree not to:
- Circumvent or manipulate the fee structure or billing process agreed to in the Project Agreement; and
- Download or aggregate Freelancer information from the Site for the purpose of communicating or engaging with Freelancers external to the Site other than in support of the Transaction ("Transaction").
- Sollicit employment directly or indireclty, without writter permission by Hoplance, any User it has had contact with as a result of this Agreement for a period of six (6) months after termination of this Agreement.
- You acknowledge and accept that:
By using the Service, you acknowledge and accept that:
- Hoplance does not endorse or recommend any particular Freelancer, nor do we vouch for the accuracy or completeness of the information provided by third parties in relation to Projects.
- You will be notified via your nominated email when a User send you a direct message.
- You will be notified via your nominated email when a Client issues a new RFP, however you can choose to decline participation and not submit a Proposal in response to the RFP.
- You are solely responsible for the suitability of any transactions which you enter into by means of the Site. In particular, we are not liable for any inconvenience caused or expense incurred as a result of any unsuitability of any transaction. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
- Hoplance does not accept any responsibility or liability for any failure or delay on the part of any Client in regards to the Transaction process nor are we responsible for any acts or omissions of any other person in the course of a Transaction.
- A Transaction can be cancelled at any point during the RFP process or even after the Project Agreement has been signed. You acknowledge that it is the Client’s discretion and that we have no influence or responsibility over the completion of a Transaction.
- You will have direct access to any Client, and will have account responsibility for the Project Services if your Proposal is successful. Accordingly, all decisions and activities relating to the work will be your responsibility (including but not restricted to client liaison, pitch preparation, marketing, investor engagement, scheduling, assisting with logistics and attending meetings as required by the introduced client), as well as retaining absolute discretion over setting your fees and recovering costs for each Project Service.
- The decision to appoint you will be at the sole discretion of the Client. We are not responsible for the delivery of the contracted Project Services, nor liable for any resulting fees owing as a result of a client engaging your services. You acknowledge that our sole role in relation to the transaction is limited to facilitating and managing the Site.
- Hoplance encourages Freelancers to research any Clients before accepting any Project Agreement.
- Your total Project Services remuneration will be outlined in the Project Contract. This remuneration includes all taxes you might be obliged to pay at law.
- You will not receive remuneration other than for the performance of Project Services for the Client in accordance with this Agreement and recorded in agreed Project Contracts.
In addition to the below, when using the Site, you agree to the following terms and conditions:
- To respond to a RFP in good faith and with full intention of been appropriately qualified and adequately resourced to meet Client’s requirements;
- To provide all necessary information required for Client to make an impartial and objective decision in regards to awarding the Project Contract;
- To respond to all enquiries from the Client in regards to an RFP in a timely manner;
- To provide all necessary information required for the Client to prepare for the Project Services in accordance with the Project Agreement;
- To invoice the client (via the Site) appropriately as determined by the Project Agreement; and
- To deliver to Hoplance the service fee based on a portion of total Freelancer fees earned from any Project Contracts awarded to you through the Site.
- To pay all transaction fees related to the payment made by a Client, if any. If the payment is made via Paypal, the transaction fee is approximated to 1.5% of the total amount.
When using the Site, you agree not to:
- Circumvent or manipulate the fee structure or billing process agreed to in the Project Agreement;
- Download or aggregate Client or Freelancer information from the Site for the purpose of communicating or engaging with Freelancers external to the Site other than in support of the Transaction;
- Circumvent the Transaction process for future work with current and prospective Clients;
- Be directly or indirectly involved with any of the Clients introduced to you by the Service during the continuance of this Agreement or within one (1) year after the expiry of this agreement, except with the express consent of Hoplance. You agree that any breach to this article will make you liable to Hoplance for a fixed amount of Twenty Thousand Dollards (AUD 20,000).
- Use information shared with you through the Site to engage directly in any activity deemed as being in competition with the Service.
- By using the Service, you acknowledge and accept that:
Termination and Site Offerings
Notwithstanding any provision of these Terms, Hoplance reserves the right, without notice and in its sole discretion, without any notice or liability to you, to
- terminate your license to use the Service;
- block or prevent your future access to and use of all or any portion of the Service;
- change, suspend or discontinue any aspect of the Service; and
- impose limits on the Service.
- You may cancel your User Account and this Agreement at any time.
- Termination of this Agreement does not affect any Project Contract that has been formed between Users. If you have entered a Project Contract you must comply with the terms of that Project Contract including providing the Project Services or paying the Fees to Hoplance if applicable.
- Third Party Services are subject to Third Party Service provider terms and conditions.
- Sections regarding "Fees", "Limitation of Liability and Indemnity", "Ownership of Materials and Intellectual Properties", "Mediation" and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.
- Notwithstanding any provision of these Terms, Hoplance reserves the right, without notice and in its sole discretion, without any notice or liability to you, to
Ownership, Copyright, & Trademarks
- The Hoplance website and all works comprised in it are copyrighted and no part of it may in any form or by any means (including without limitation, electronic, mechanical, micro copying, photocopying, recording, scanning or otherwise) be modified, reproduced, stored in a retrieval system, published, broadcast, distributed or transmitted without prior written permission of Hoplance.
- All rights are reserved and no express or implied licence to use any part of these works is granted to any person without the express prior written consent of Hoplance. Any implied licence to use any part of these works is expressly negatived.
- The Site, its content, the Add-ons and the Services are provided to you on an “as is” basis without warranties from Hoplance of any kind, either express or implied. Hoplance expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Hoplance does not represent or warrant that Site, its content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.
- Confidentiality information (the "Confidential Information") refers to any data or information relating to the business of the Client which could reasonable be considered to be proprietary to the Client including, but not limited to, data and algorithms, business processes, software / application design, business plans and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The User agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the User has obtained, except as authorised by the Client. The User will comply with all applicable privacy laws or data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of information, as if it were subject to those laws. These obbligations will survive indefinitely upon expiry of this Agreement.
Ownership of Materials and Intellectual Property
- All intellectual property and related material (the "Intellectual Property") including any related work in progress that is developed or produced under a Project Contract, will be the sole property of the Client. The use of Intellectual Property by the Client will not be restricted in any matter.
- The Users may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the writtenc onsent of the Client. The User will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
- Upon the expiry of this Agreement, Users will return to the Clients any property, documentation, records or Confidential Information which is the property of the Client.
Refunds and Remedies
- A Client is not entitled to a refund if they change their mind about the Project service they asked for.
For cancelled Project Contracts, and subject to the terms set out in the Project Agreement, a Client maybe entitled to a refund for unconsumed Services. A Client may also be entitled to a refund if the Service has a major problem such as:
- A Freelancer failing to disclose information that would have stopped the Client from awarding the Project Contract had they known about it;
- A Freelancer disclosing that it is unable to deliver on the terms of Project Agreement and Hoplance is not able to identify a suitable replacement within a reasonable time;
- A Freelancer being deemed to have significantly deviated from the terms and conditions set out in the Project Agreement.
You further acknowledge and agree that:
- in the event that dispute arises between a Client and a Freelancer in relation to a Transaction, we are not under any obligation to become involved or otherwise participate in such a dispute except to facilitate the dispute mediation process as set out in the Project Agreement; and
- you hereby release Hoplance, its officers, employees and agents from claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way related to such disputes and/or the Service;
- to the maximum extent permitted by law, in no event shall we be liable for any direct and indirect loss, damage or expense of every kind and nature arising out of or in any way related to such disputes and/or the Service, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date;
- furthermore, any liability on our part, or on the part of our officers, employees or agents for damages for or in respect of any claim arising out of or in connection with the relationship established by this Agreement or any conduct under it, other than any liability which is totally excluded by the Agreement, shall not in any event (and whether or not such liability results from or involves negligence) exceed five hundred Australian dollars (AUD$500).
Limitation of Liability and Indemnity
- You agree that at no point may Hoplance be held liable for the actions or omissions of any Freelancer performing services for you.
- You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the service remains with you. neither Hoplance nor any other party will be liable for any incidental, special, punitive, exemplary or consequential damages (including lost profits, loss of data or loss of goodwill), or for the cost of procuring substitute services arising out of or in connection with this Agreement or from the use of or inability to use the service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Hoplance has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
- In no event will Hoplance's aggregate liability arising out of or in connection with these terms or from the use of or inability to use the service exceed five hundred Australian Dollars (AUD$500). The limitations of damages set forth above are fundamental elements of the basis of the bargain between Hoplance and you.
You agree to defend, indemnify, and hold Hoplance, its officers, directors, employees and agents, harmless from and against any claims, liabilities damages, losses, and expenses, including, whitout limitation, reasonable legal and accounting fees, arising out of or relating to:
- your use of or access to the Service;
- your breach of this Agreement;
- or your violation of applicable laws, rules of regulations in connection with your use of the Service.
- The parties shall endeavour to settle any dispute arising out of or relating to this agreement, including with regard to its existence, validity or termination, by mediation before having recourse to arbitration or litigation.
- Disputes with any Third Party Service provider must proceed pursuant to any dispute resolution process set out in the terms of service of the Third Party Service Provider.
- If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. Our failure or delay in enforcing any provision of the Agreement at any time does not waive its right to enforce the same or any other provision(s) in the future.
- This Agreement shall be governed in accordance with Naw South Wales Law. The parties agree to submit the non-exclusive jurisdiction of the Austrlian New South Wales courts.
- Hoplance reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If we make any changes, we will change the last updated date below.
- Last updated: July 12, 2017
Questions and Comments
If you have any questions about this Agreement, please let us know.