Services Agreement between
Client and Freelancer
This Services Agreement is part of the Member Contract between Client and Contractor, effective upon Client and Contractor’s acceptance of a Job on the Site. Upon Client’s award and Contractor’s acceptance of a Job on the Site, Client agrees to purchase, and Contractor agrees to deliver.
1. PERIOD OF EXCLUSIVITY
Students/Clients: By visiting or using the Site, or by communicating with Teachers identified through the Site, you agree to use The Spanish Institute to make all payments to Contractors who identify you or whom you identify through the Site, so that Thespanishinstitute.org can collect its Service Fee or Payroll Service Fee. For all Contractors you identify via the Site on or after June 1, 2011, you acknowledge and agree that Thespanishinstitute.org earns its Service Fee or Payroll Service Fee on all payments you make to a Contractor in the first 20 years after you identify the Contractor through the Site, regardless of whether you make the payments through Thespanishinstitute.org or not. You agree not to take any action directly or indirectly to circumvent these fees. After 20 years, our Service Fee or Payroll Service Fee applies only if the payment is made through the Payment Service.
As a Client, you also agree to notify Thespanishinstitute.org immediately if your Contractor solicits payment from you outside the Site.
Independence. Client and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Freelancer and Employer or between Thespanishinstitute.org and any Employer or Freelancer.
Contractors: By visiting or using the Site, or by communicating with Clients identified through the Site, you agree to use Thespanishinstitute.org to receive all payments from Students/Clients who identify you or whom you identify on the Site, user-agreement-06.12.12a 4so that Thespanishinstitute.org can collect its Service Fee or Payroll Service Fee. For all Clients you identify via the Site on or after June 1, 2011, you acknowledge and agree that The Spanish Institute earns its Service Fee or Payroll Service Fee on all payments you receive from a Client in the first 20 years after you identify the Client through the Site, regardless of whether you receive the payments through The Spanish Institute or not. You agree not to take any action directly or indirectly to circumvent these fees. After 20 years, our Service Fee or Payroll Service Fee applies only if the payment is made through the Payment Service.
As a Contractor, you also agree to notify Thespanishinstitute.org immediately if your Client seeks to pay you outside the Site.
Opt-Out: Notwithstanding the foregoing, if the Client pays the Opt-Out fee and The Spanish Institute notifies both Client and Contractor that the Opt-Out option has been exercised for that Contractor, then the Client has the right to pay that Contractor outside the Site.
2. Independent Contractor Relationship
Contractor’s relationship with Client will be that of an independent contractor, and nothing in the Member Contract should be construed to create a partnership, joint venture, or employer-employee relationship. Contractor (a) is not the agent of Client; (b) is not authorized to make any representation, contract, or commitment on behalf of Client; (c) will not be entitled to any of the benefits that Client makes available to its employees, such as group insurance, profit- sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Contractor’s performance of services and receipt of fees under the Member Contract.
Contractor is solely and exclusively liable for complying with all applicable state, federal and international laws including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Contractor under the Member Contract. Client will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Contractor’s behalf. Contractor hereby agrees to indemnify and defend Client against any and all such taxes or contributions, including penalties and interest. Contractor agrees to provide proof of payment of appropriate taxes on any fees paid to Contractor under the Member Contract upon reasonable request of Client.
3. Confidential Information
Contractor agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Client, Contractor (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining Client’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Contractor personnel who need to know such information in connection with their work for Client; and (d) will not remove any tangible embodiment of any Confidential Information from Client’s premises without Client’s prior written consent. “Confidential Information” means all information related to Client’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, the existence of any business discussions, negotiations, or agreements between Client and any third party; and (ii) all such information related to any third party that is disclosed to Client or to Contractor during the course of Client’s business.
4. Miscellameous Payment Terms.
1. Authorized Payments are Final. Your use of TSI Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When an Employer’s Acceptance of Services has occurred, (i) Thespanishinstitute.org shall have no further liability to any party with respect to Payment for such services, (ii) Employer acknowledges that Thespanishinstitute.org has provided a complete service in respect of the payment made by Employer for the Assumed Payment Liability or Invoice, as applicable and (iii) Employer hereby releases thespanishinstitute.org from any and all liability with respect to such Payment.
2. Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs.Thespanishinstitute.org reserves the right to seek reimbursement from you, and you will reimburse Thespanishinstitute.org, if Thespanishinstitute.org discovers a fraudulent transaction, erroneous or duplicate transaction, or if Thespanishinstitute.org receives a charge back or reversal from any Employer’s credit card company, bank, or PayPal for any reason. You agree to and acknowledge Thespanishinstitute.org’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Thespanishinstitute.org in an effort to investigate fraud. You agree that Thespanishinstitute.org has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
If you wish to report a violation of the Agreement and/or Terms of Service, have any questions or need assistance, please contact The Spanish Institute Customer Support as follows:
Report to us at: firstname.lastname@example.org